$GPGI

GPGI, Inc.

CIK:0001823144|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Income Statement [Abstract]
Net sales	$ 0.0	$ 0.0	$ 0.0	$ 59.8
Cost of sales	0.0	0.0	0.0	31.1
Gross profit	0.0	0.0	0.0	28.7
Operating expenses
Selling, general and administrative expenses	9.4	2.6	65.0	25.3
Income (loss) from operations	(9.4)	(2.6)	(65.0)	3.4
Other income (expense)
Revaluation of warrant liability	0.0	(53.5)	0.0	(35.6)
Revaluation of earnout consideration liability	0.0	(10.7)	0.0	0.5
Loss on remeasurement of tax receivable agreement liability	(6.2)	0.0	(28.1)	0.0
Interest expense	0.0	0.0	0.0	(1.6)
Interest income	0.0	0.0	0.2	0.2
Total other income (expense), net	(6.2)	(64.2)	(27.9)	(36.5)
Income (loss) before income taxes	(15.6)	(66.8)	(92.9)	(33.1)
Income tax (expense) benefit	(1.2)	1.8	(4.8)	(25.2)
Income (loss) before earnings in equity method investment	(16.8)	(65.0)	(97.7)	(58.3)
Earnings (losses) in equity method investment	67.1	38.9	(87.0)	53.7
Net income (loss)	$ 50.3	$ (26.1)	$ (184.7)	$ (4.6)
Net income (loss) per share - basic (in dollars per share)	$ 0.17	$ (0.26)	$ (0.66)	$ (0.05)
Net income (loss) per share - diluted (in dollars per share)	$ 0.17	$ (0.26)	$ (0.66)	$ (0.05)
Weighted average shares used to compute net income (loss) per share Class A common stockholders - basic (in shares)	289,863,943	102,321,754	279,983,642	102,181,462
Weighted average shares used to compute net income (loss) per share Class A common stockholders - diluted (in shares)	292,350,830	102,321,754	279,983,642	102,181,462

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities
Net income (loss)	$ (184,700,000)	$ (4,600,000)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization	0	1,600,000
Stock-based compensation expense	5,300,000	4,000,000.0
(Earnings) losses in equity method investment	87,000,000.0	(53,700,000)
Distributions from GPGI Holdings	20,100,000	15,900,000
Loss on remeasurement of tax receivable agreement liability	28,100,000	0
Revaluation of earnout consideration liability	0	(500,000)
Revaluation of warrant liability	0	35,600,000
Non-cash operating lease expense	0	400,000
Deferred tax expense (benefit)	8,600,000	(1,800,000)
Changes in assets and liabilities
Accounts receivable	0	2,100,000
Inventories	0	(5,200,000)
Income taxes receivable	(12,600,000)	0
Prepaid expenses and other assets	1,700,000	300,000
Accounts payable	1,300,000	1,100,000
Accrued expenses	1,200,000	12,000,000.0
Lease liabilities	0	(400,000)
Other liabilities	0	(3,800,000)
Net cash provided by (used in) operating activities	(44,000,000.0)	3,000,000.0
Cash flows from investing activities
Investments in GPGI Holdings	(2,120,400,000)	0
Distributions from GPGI Holdings	111,600,000	0
GPGI Holdings cash deconsolidated as a result of the CompoSecure Management Agreement	0	(50,300,000)
Resolute Holdings cash deconsolidated as a result of the Spin-Off	0	(10,000,000.0)
Capitalized software expenditures	0	(400,000)
Net cash provided by (used in) investing activities	(2,008,800,000)	(60,700,000)
Cash flows from financing activities
Proceeds from issuance of Class A common stock in relation to Husky Transaction	1,962,000,000	0
Proceeds from employee stock purchase plan and exercise of options	0	100,000
Payments for taxes related to net share settlement of equity awards	0	(15,300,000)
Payment of tax receivable agreement liability	(14,600,000)	(4,700,000)
Dividends to Class A shareholders	(1,500,000)	0
Proceeds from the exercise of warrants	0	4,900,000
Net cash provided by (used in) financing activities	1,945,900,000	(15,000,000.0)
Net increase (decrease) in cash and cash equivalent	(106,900,000)	(72,700,000)
Cash and cash equivalent, beginning of period	114,600,000	77,500,000
Cash and cash equivalent, end of period	7,700,000	4,800,000
Supplemental disclosure of cash flow information
Cash paid for interest	0	2,200,000
Cash paid for income taxes	7,000,000.0	11,500,000
Supplemental disclosure of non-cash operating and financing activities
Distribution from GPGI Holdings for non-cash interest carryforward (per section 163j)	2,900,000	0
Operating lease right of use assets exchanged for lease liabilities	0	4,200,000
Derivative asset - interest rate swap	0	(500,000)
Non-cash portion of warrant exercise	0	(2,300,000)
Investment in GPGI Holdings for stock-based compensation	4,800,000	6,800,000
GPGI Holdings net liabilities, excluding cash and cash equivalents, deconsolidated as a result of CompoSecure Management Agreement	0	(98,500,000)
Resolute Holdings net liabilities, excluding cash and cash equivalents, deconsolidated as a result of Spin-Off	0	(1,500,000)
GPGI, Inc. Class A common stock issued to GPGI Holdings in relation to Husky Transaction	$ 1,143,000,000	$ 0

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2026	Dec. 31, 2025
CURRENT ASSETS
Cash and cash equivalents	$ 7.7	$ 114.6
Prepaid expenses and other current assets	3.8	5.5
Income taxes receivable	15.5	0.0
Total current assets	27.0	120.1
Deferred income tax assets	263.3	271.7
Equity method investment	3,172.1	125.5
Total assets	3,462.4	517.3
CURRENT LIABILITIES
Accounts payable	2.2	0.9
Accrued expenses	3.0	1.8
Current portion of tax receivable agreement liability	18.5	16.2
Total current liabilities	23.7	18.9
Tax receivable agreement liability	266.4	255.2
Total liabilities	290.1	274.1
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding	0.0	0.0
Treasury stock	(12.2)	(12.2)
Additional paid-in-capital	3,821.8	706.7
Accumulated other comprehensive loss	0.0	(0.2)
Accumulated deficit	(637.3)	(451.1)
Total stockholders' equity	3,172.3	243.2
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	3,462.4	517.3
Class A Common Stock
Stockholders’ Equity:
Class A common stock, $0.0001 par value; 1,000,000,000 shares were authorized as of June 30, 2026 and December 31, 2025, and 289,889,865 and 126,985,076 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	$ 0.0	$ 0.0