REG - Public Policy Hldg - Interim Results
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RNS Number : 6849Y Public Policy Holding Company, Inc. 10 September 2025
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Public Policy Holding Company, Inc.
Unaudited interim results for the six months ended 30 June 2025
Strong organic growth reinforced by strategic M&A to deliver record
revenue and EBITDA
Public Policy Holding Company, Inc., ("PPHC", the "Company" or the "Group"), a
leading global strategic communications provider, offering a comprehensive
range of advisory services in the areas of Government Relations, Public
Affairs, and Corporate Communications, today announces its unaudited interim
results for the six months ended 30 June 2025 ("H1 2025" or the "Period").
Financial Highlights
• H1 revenue increased by 23.6% to $87.9m (H1 2024: $71.1m), with
organic growth contributing 7.6% and the balance driven by three acquisitions
made in 2024 and 2025.
• Record adjusted EBITDA(1) of $21.4m, up 14.1%, achieved at a
24.4% margin.
• Adjusted Net Income of $15.6m was up 19.9% (H1 2024: $13.0m)
with an increase in finance costs offset by a more favourable effective tax
rate.
• Adjusted fully diluted EPS of $0.12 was up 13.0%, with fully
diluted share count increasing by 6% (basic share count by 4%).
• The Group's balance sheet remains robust with free cash flow of
$11.7m (H1 2024: $5.8m), allowing for continued progress against stated
strategic goals via organic investment and earnings accretive M&A.
• Net Debt of $42.2m (H1 2024: $28.3m) reflects a prudent leverage
ratio and the allocation of $24.0m to fund the earnings accretive acquisition
of TrailRunner in H1 2025.
• The Board retains strong confidence in the Group's outlook and
has declared an interim dividend of $0.023 per Common Outstanding Share, in
line with the revised dividend policy announced in January 2025.
All in $'000, unless otherwise noted
H1 2025 H1 2024 $ Change % Change
Group Revenue 87,899 71,134 16,765 23.6%
Adjusted EBITDA 21,446 18,798 2,648 14.1%
Adjusted EBITDA margin 24.4% 26.4% N/A (2.0)pts
Adjusted Net Income 15,551 12,971 2,580 19.9%
Adjusted EPS fully diluted $0.12 $0.11 $0.01 13.0%
Dividend paid, per share $0.05 $0.10 $(0.05) (51.5)%
Net Debt at period-end (42,226) (28,294) (13,932) 49.2%
(1) EBITDA definition adjusted from prior reporting to exclude M&A costs.
See details in "Financial Review" for bridge.
Operational Highlights
· Significant progress in line with the Group's stated growth
strategy, with earnings accretive acquisitions providing an enhanced
complementary range of services to the Group's international client base:
o Organically, the Group recorded 7.6% growth in revenue which represents a
significant step-up from the 2.7% growth in FY 2024 and the 2.0% in FY 2023,
supported by a strong rebound in Corporate Communications and Public Affairs
o Acquisition of TrailRunner significantly expands the Group's capabilities
in Corporate Communications - which includes crisis and reputation management,
financial, and legal communication - providing significant revenue
opportunities via referrals and joint business in conjunction with the
pre-existing Group.
o TrailRunner is headquartered in the fast-growing state of Texas
(recognised as the 8th largest economy in the world), and has additional
offices in New York, Northern California, Nashville, UK, UAE, and China.
Back-office integration has completed.
o Post-period, the Group also announced the acquisition of Pine Cove
Strategies, a premier Texas-based strategic consulting firm, adding to the
Group's state government relations capabilities.
· Revenue remained highly diversified with the top 10 Group clients
representing 9.4% of revenue in H1 2025 versus 8.7% at the end of FY 2024 and
10.8% for FY 2023.
· By segment:
o Government Relations grew at 6.2% (4.1% organically).
o Corporate Communications & Public Affairs (formerly: Public Affairs)
increased by 81.2% (14.7% organically), benefiting from the rebound in demand
for communication services following the conclusion of the 2024 US elections.
o Compliance and Insights Services (formerly: Diversified Services)
continued its strong growth at 19.2% (reported and organic).
o Overall, we made significant progress on our strategy to diversify our
revenue mix, with complementary service offerings, with Corporate
Communications & Public Affairs increasing strongly to 32.0% of revenue
(H1 2024: 21.8%) and Government Relations now representing 60.8% (H1 2024:
70.8%). Compliance and Insights Services marginally decreased to 7.1% (H1
2024: 7.4%).
· An expansive client base of c.1,300 Group clients is supported by
sustained high retention rates, with the Group directly representing
approximately half of the Fortune 100 and a quarter of the Fortune 500, in
addition to many more via trade associations.
· The quality of PPHC's operating companies in Federal Government
Relations continues to be reflected in the H1 2025 Lobbying Disclosure Act
("LDA") rankings, with Group agencies, when aggregated, topping the rankings
for the period.
Current Trading and Outlook
· The performance delivered in H1 2025 has set the Group up well
for the remainder of the year and it remains on track to meet full year market
expectations.
· The market for Strategic Communications in key geographies
remains fragmented and the Board continues to view the Group as a natural
consolidator with favourable bipartisan positioning.
· As announced on 1 August 2025, the Group plans to effect a U.S.
initial public offering of its common stock on the Nasdaq Stock Market
("NASDAQ") with the aim of broadening its access to capital markets, enhancing
shareholder liquidity and supporting its long-term ambitions. The Company
remains fully committed to its existing shareholder base and will maintain its
listing on AIM following the proposed U.S. listing.
Stewart Hall, CEO of PPHC, commented:
"We have made continued progress in H1 2025, with significantly higher organic
revenue growth of 8% and earnings accretive acquisitions delivering a strong
financial performance. As anticipated, we have seen increased demand for our
services following the conclusion of 2024 U.S. elections, in particular in
Corporate Communications and Public Affairs, with our teams delivering
critical work for our clients across multiple geographies.
"Following recent acquisitions, PPHC is now firmly established as a leading
global strategic communications company and we are well placed to deliver
continued growth in line with our stated strategy.
"With strong momentum across all of our service lines and a robust pipeline of
potential acquisition opportunities, we are confident in our outlook and
ability to continue delivering meaningful returns to our shareholders."
Enquiries
Public Policy Holding Company, Inc. +1 (202) 688 0020
Stewart Hall, CEO
Roel Smits, CFO
Stifel (Nominated Adviser & Joint Broker) +44 (0) 20 7710 7600
Fred Walsh, Brough Ransom, Ben Good
Canaccord Genuity (Joint Broker) +44 (0) 20 7523 8000
Simon Bridges, Andrew Potts
Buchanan Communications (Media Enquiries) +44(0)2074665000
Chris Lane, Toto Berger, Jesse McNab pphc@buchanan.uk.com
About PPHC
Incorporated in 2014, PPHC is a global government relations, public affairs
and strategic communications group providing clients with a fully integrated
and comprehensive range of services including government and public relations,
research, and digital advocacy campaigns. Engaged by approximately 1,300
clients, including companies, trade associations and non-governmental
organisations, the Group is active in all major sectors of the economy,
including healthcare and pharmaceuticals, financial services, energy,
technology, telecoms and transportation. PPHC's services support clients to
enhance and defend their reputations, advance policy goals, manage regulatory
risk, and engage with federal and state-level policy makers, stakeholders,
media, and the public.
PPHC operates a holding company structure and currently has eleven operating
entities operating globally. The Group has a strong track record of organic
and acquisitive growth, the latter focused on expanding strategic
communications capabilities and geographic reach.
For more information, see www.pphcompany.com (http://www.pphcompany.com)
Operational Review
Introduction
The Group made significant progress in H1 2025, combining strong organic
growth with two strategically important, earnings-accretive acquisitions. The
addition of TrailRunner significantly enhances our global corporate
communications capabilities, while Pine Cove further strengthens our US
presence, together advancing our mission to deliver strategic communications
services at greater scale, breadth, and sophistication.
Clients
PPHC provides a comprehensive range of strategic communications services to
its clients. As of 30 June 2025, the Group had c.1,300 clients. Every year
approximately c.78% of these clients renew their relationship with the Group,
leading to revenue retention of c.85%, demonstrating the strength of the
Group's services, client relationships and the quality of our earnings. These
metrics tend to be higher in the Government Relations and Compliance &
Insights Services divisions, which have large retained client bases, and lower
in Corporate Communications and Public Affairs, where more work is done on a
project basis.
In line with the trend we reported in 2024, we continued to see our operating
divisions develop at different paces, with Government Relations - the largest
of the Group's three divisions - increasing revenue at 6.2%, of which 4.1% was
organic, setting the Group up well for the remainder of the year. All three of
the Group's lobbying firms, which sit within this division, continued to lead
the industry on a consolidated basis, ranking number one in reported federal
lobbying ("LDA") revenue in H1 2025. Three of the Group's US-based firms were
also recognised in Bloomberg Government's 2024 Top-Performing Lobbying Firms
Report. Corporate Communications & Public Affairs increased strongly at
81.2% (or 14.7% on an organic basis), driven by the 2024 acquisitions of
Pagefield and Lucas Public Affairs, the 2025 acquisition of TrailRunner, and
the strong rebound in demand for our services following the conclusion of the
US elections in November 2024. Our Compliance and Insights division showed
strong continued revenue growth of 19.2%, demonstrating the successful
roll-out of subscription-based and technology supported activities.
A key focus of the Group remains on retained clients with greater annual
spending above certain thresholds. PPHC ended FY 2024 with 503 clients
spending more than $100,000 and 137 clients spending more than $250,000 and is
on track to report growth in these KPIs for FY 2025. This is supported by a
variety of factors, including increasing cross-company client development,
PPHC's internal referral awards system, and compensation programmes that are
based on Group-wide performance. In January 2025, we were pleased to appoint
John Green as Chief Client Officer, a new role underscoring PPHC's commitment
to maximising cross-firm collaboration and delivering unparalleled outcomes
for its clients.
In H1 2025, the Group directly represented close to half of the Fortune 100
and a quarter of the Fortune 500, in addition to many more via their trade
associations that the Group serves.
Investing to accelerate growth
As announced on 1 April 2025, PPHC successfully completed the acquisition of
Texas-based TrailRunner for an initial consideration of $33.0 million. This
was the Group's fifth significant acquisition since IPO at the end of 2021.
TrailRunner contributes a very strong franchise in Corporate Communications,
creating many opportunities for client synergies with the pre-existing group.
This acquisition plays into the market trend where our clients see government
relations and corporate communications as increasingly intertwined.
TrailRunner operates with a global team across offices in Texas, New York,
Nashville, and Northern California, London, Shanghai, Abu Dhabi, and Dubai.
On 1 August 2025, PPHC also completed the earnings-accretive acquisition of
Pine Cove for an initial consideration of $3.0 million. Pine Cove is a
Texas-based strategic consulting firm, founded and managed by George P. Bush,
that serves as a long-term partner to clients ranging from start-ups to
established businesses and Fortune 500 companies. It advises and supports
clients in navigating regulatory and complex business challenges.
The government relations and corporate communications markets remain active
around the world and the Group is seeking to capitalise on the current
pipeline of opportunities as it aims to further broaden its geographic base
into key political geographies while adding complementary specialisations. The
pipeline of M&A opportunities remains strong in the US, UK and mainland
Europe.
Current Trading and Outlook
The performance delivered in H1 2025 has set the Group up well for the
remainder of the year and it remains on track to meet full year market
expectations, The Group continues to see strong demand for government
relations, public affairs, and regulatory advisory services, with particular
strength in U.S. federal and state-level mandates.
The focus continues to be on driving client retention rates, new business
generation, and the continued cross-selling of services across the Group's
broad operating company base to support organic growth prospects. Clients are
increasingly seeking integrated support to manage complex reputational,
regulatory, and stakeholder challenges.
The market for Strategic Communications in key geographies remains fragmented
and the Board continues to view the Group as a natural consolidator with
favourable bipartisan positioning.
The pipeline of acquisition opportunities under development in the U.S.,
United Kingdom, and mainland Europe remains strong in an active market for the
strategic communications sector. The Group is actively seeking to expand its
portfolio of operating companies internationally with strategically and
financially attractive opportunities while adding complementary
specialisations.
As announced on 1 August 2025, the Group plans to effect a U.S. initial public
offering of its common stock on the Nasdaq Stock Market ("NASDAQ") with the
aim of broadening its access to capital markets, enhancing shareholder
liquidity and supporting its long-term ambitions. The Company remains fully
committed to its existing shareholder base and will maintain its listing on
AIM following the proposed U.S. listing. Against this background, the Group is
refraining from providing specific medium-term guidance.
Financial Review
In the first half of 2025, revenue grew 23.6% to $87.9m (7.6% growth on an
organic basis), demonstrating the stability of the Group's core business
operations, the dedication of our management teams across our operating
companies, the success of our acquisitions, and the critical importance of our
work to our clients.
During H1 2025, the Company redefined our Underlying EBITDA definition to be
Adjusted EBITDA. Adjusted EBITDA excludes expenses related to M&A
transactions (which includes M&A related advisory fees, debt origination,
and transaction taxes) as follows:
All in $'000, unless otherwise noted
Six months ended June 30,
Profit Definition Clarification 2025 2024 $ Change % Change
Underlying EBITDA EBITDA including M&A 21,170 17,241 3,929
22.8 %
Remove: M&A Expenses M&A Expenses 276 1,557 (1,281) (82.3) %
Adjusted EBITDA EBITDA excluding M&A 21,446 18,798 2,648 14.1 %
Adjusted EBITDA for the period of $21.4m, up 14.1% over H1 2024 ($18.8m), was
achieved at a margin of 24.4% (H1 2024: 26.4%). This decrease is driven by the
change in business mix, with the highly profitable Government Relations
division reducing in weight from 70.8% to 60.8%, as well as the restoration of
the bonus pool from its lower level in 2024.
The Group's debt position at 30 June 2025 of $52.0m offset by cash of $9.8m,
resulted in a net debt position of $42.2m (H1 2024: net debt $28.3m). The
increase in debt related to the acquisition of TrailRunner in the second
quarter of 2025.
Certain monetary amounts, percentages, and other figures have been subject to
rounding adjustments.
Adjusted Profit & Loss Statement
All in $'000, unless otherwise noted
H1 2025 H1 2024 $ Change % Change
Revenue 87,899 71,134 16,765 23.6%
Adjusted EBITDA 21,446 18,798 2,648 14.1%
Adjusted EBITDA margin 24.4% 26.4% N/A (2.0)pts
Adjusted EBITDA incl M&A expense 21,170 17,241 3,929 22.8%
Depreciation (93) (63) (30) 48.6%
Adjusted EBIT 21,077 17,179 3,898 22.7%
Interest (1,438) (500) (938) 187.6%
Adjusted EBT 19,639 16,679 2,961 17.8%
Taxes (4,088) (3,707) (381) 10.3%
Effective tax rate 20.8% 22.2% N/A (1.4)pts
Adjusted Net Income 15,551 12,972 2,580 19.9%
Adjusted Net Income margin 17.7% 18.2% N/A (0.5)pts
Adjusted EPS ($) (basic) $0.13 $0.11 $0.02 15.0%
Adjusted EPS ($) (fully diluted) $0.12 $0.11 $0.01 13.0%
Dividend paid, per share $0.05 $0.10 $(0.05) (51.5)%
Bridge from Adjusted to Reported Results
All in $'000, unless otherwise noted
H1 2025 H1 2024 $ Change % Change
Adjusted Net Income 15,551 12,971 2,580 19.9%
Share-based accounting charge 14,838 15,194 (356) (2.3)%
M&A: Post-combination compensation 8,776 5,121 3,655 71.4%
M&A: bargain purchase - (2,464) 2,464 (100.0)%
M&A: change in contingent consideration 2,676 2,264 412 18.2%
Long Term Incentive Program charges 2,651 1,363 1,288 94.5%
Amortization intangibles 2,956 2,075 881 42.5%
Reported Net Income (16,346) (10,582) (5,764) 54.5%
Please refer to the section 'basis of preparation' for an explanation of the
non-cash items excluded from Adjusted Net Income.
Revenue
All in $'000, unless otherwise noted
H1 2025 H1 2024
Revenue from acquisitions Organic revenue Total revenue Total revenue Organic Revenue Growth((1)) Total Growth
Government Relations Consulting 1,051 52,414 53,465 50,329 4.1% 6.2%
Corporate Communications & Public Affairs Consulting 10,332 17,824 28,156 15,537 14.7% 81.2%
Compliance and Insights Services - 6,277 6,277 5,267 19.2% 19.2%
Total 11,384 76,515 87,899 71,134 7.6% 23.6%
(1) Organic Revenue Growth defined below.
The Group's total revenue for H1 2025 increased by 23.6% to $87.9m (H1 2024:
$71.1m). The organic growth rate was 7.6% and the remainder was driven by the
successful integration of Lucas Public Affairs, Pagefield Communications
(acquisitions completed in H1 2024) which are now meaningfully contributing to
the Group's financial performance, and TrailRunner (completed in H1 2025).
Organic growth of 7.6% was the outcome of strong continued organic growth in
Government Relations at 4.1%, Corporate Communications & Public Affairs at
14.7% and Compliance and Insights Services at 19.2%.
The contracts in the segments of Government Relations and Compliance and
Insights Services are mostly retainer based or subscription based. The
contracts in Corporate Communications & Public Affairs are a mix of
retainers and projects.
In H1 2025, 60.8% of the Group's revenues stemmed from Government Relations
(H1 2024: 70.8%), 32.0% came from Corporate Communications & Public
Affairs (H1 2024: 21.8%), and 7.1% from Compliance and Insights Services (H1
2024: 7.4%).
We define Organic Revenue Growth as the year-over-year revenue growth
excluding revenues from acquired businesses for the first twelve months
following the date of acquisition. For purposes of this calculation, the
revenue of an acquired business is classified as acquired revenue and excluded
from Organic Revenue Growth until the thirteenth month following the
acquisition date. Beginning in the thirteenth month, the revenue from that
acquisition is included in the Organic Revenue Growth comparison against the
corresponding prior-year period.
Profit
Adjusted EBITDA of $21.4m was achieved at a margin of 24.4%, close to the
Group's historic performance while reflecting the change in businesses mix
with highly profitable Government Relations activities reducing in relative
weight, as well as a partial restoration of the bonus pool.
Long term Adjusted EBITDA 2022 2023 2024 H1 2024 H1 2025
Adjusted EBITDA ($m) 31.5 35.4 38.6 18.8 21.4
Adjusted EBITDA margin 29.0% 26.2% 25.8% 26.4% 24.4%
After interest and taxes, the Group's Adjusted Net Income for H1 2025 amounted
to $15.6m, up 19.9% from $13.0m in H1 2024.
Other
The Group's net finance costs for H1 2025 were $1.4m (H1 2024: $0.5m),
reflecting the inclusion of additional debt on the Group's balance sheet for
the acquisitions of Lucas Public Affairs and Pagefield in H1 2024, and
TrailRunner in H1 2025.
The tax accrual for H1 2025 amounted to $4.1m (H1 2024: $3.7m), which
represents a blended charge of 20.8% to Adjusted Profit before Tax. This rate
represents a slight improvement over the 22.2% effective rate in H1 2024 but
is slightly higher than the 19.1% rate we recorded for FY 2024.
The Group ended 2024 with 367 employees and at 30 June 2025 this had increased
to 447, primarily as a result of the acquisition of TrailRunner. The Group's
average employee count during H1 was 403 (H1 2024: 330).
Cash Flow
The Group recorded strong Adjusted Free Cash Flow of $11.7m (H1 2024: $5.8m).
The generation of Cash Flow from Operations in the first half of the year
tends to be muted as a result of the payment of annual bonuses across the
Group in Q1 and seasonal working capital trends. Similar to prior years,
management continues to expect the majority of Adjusted Free Cash Flow to be
generated in the second half of the year.
Conversion Cash flow from Operations to Free Cash Flow
All in $'000, unless otherwise noted
H1 2025 H1 2024 $ Change % Change
Net cash provided by operating activities 449 141 308 218.7%
Prepaid post-combination expense 10,306 4,440 5,866 132.1%
Change in other liability 996 982 14 1.4%
Change in contingent consideration 3 269 (266) (98.9)%
Capex (93) (5) 88 1880.3%
Adjusted Free Cash Flow 11,660 5,826 5,834 100.1%
As is typical for the Group, the primary uses of cash are dividends and
acquisition payments.
Dividend payments reduced from $11.2m in H1 2024 to $5.8m in H1 2025,
reflecting the new dividend policy as announced in January 2025. Acquisition
payments, net of cash acquired, increased from $26.2m to $30.6m in H1 2025,
with the 2025 outlay driven by the acquisition payment for TrailRunner and an
earnout payment for KP Public Affairs, and the 2024 outlay driven by the
acquisition payments for LPA, Pagefield, and an earnout payment for
MultiState.
Summary of cash uses and sources
All in $'000, unless otherwise noted
H1 2025 H1 2024 $ Change % Change
Net cash provided by operating activities - as reported 449 141 308 218.7%
Add back: items related to acquisitions 11,305 5,691 5,614 98.6%
Principal cash sources 11,754 5,832 5,922 101.5%
Capital expenditures (93) (5) (88) 1880.3%
Dividends paid (5,765) (11,202) 5,437 (48.5)%
Acquisition payments, including payment of contingent purchase price (30,553) (26,224) (4,329) 16.5%
obligations, net of cash acquired
Principal cash uses (36,411) (37,431) 1,020 (2.7)%
Principal cash uses in excess of principal cash sources (24,657) (31,599) 6,941 (22.0)%
Effect of foreign exchange rate changes on cash and cash equivalents 36 (16) 51 (326.0)%
Net financing activities 19,878 22,741 (2,863) (12.6)%
Decrease in cash and cash equivalents - as reported (4,744) (8,874) 4,130 (46.5)%
Balances end of period
The Group's debt position at the end of the Period was $52.0m, offset by cash
of $9.8m resulting in a net debt position of $42.2m (H1 2024: net debt
$28.3m). The increase in debt relates to the acquisitions of TrailRunner in H1
2025.
All in $'000, unless otherwise noted
H1 2025 H1 2024 $ Change % Change
Cash balance 9,792 5,468 4,324 79.1%
Debt balance (52,018) (33,762) (18,257) 54.1%
Net debt balance (42,226) (28,294) (13,932) 49.2%
Earnout obligations
As part of the typical structure applied for the acquisitions that were
completed post-IPO, the Group also committed to making certain contingent
earnout payments. These earnout payments are based on a profit-driven formula
and only materialise if the acquired company realises profit growth after the
date of completion. Payments are typically made in a mix of cash and shares.
In turn, each of these components of earnout payments may be subject to
further vesting requirements and employment conditions, which keeps the
recipients financially committed to the Group.
In relation to these earnout payments, the Group has liabilities recorded of
$22.0m on its balance sheet, spread across the 'Contingent Consideration' and
'Other Liabilities' line items. This number is a reflection not only of the
estimated foreseen nominal payments, but also of discount factors and fair
value estimates.
In nominal terms, over the period 2025-2030, based on expected performance of
each of the acquired companies, we anticipate having to make earnout payments
of $75.4m, of which $42.7m payable in cash and the remainder in shares.
The maximum earnout liability over that same period, which would only be
reached if each acquisition meets very aggressive profit growth targets, would
be $132.8m, of which $77.7m payable in cash and the remainder in shares.
Generally, in order for an acquisition to reach maximum earnout payments, it
would need to grow its profit by 25-30% annually over the earnout period.
Expected earnout liabilities - in nominal terms
$ in millions
2025 2026 2027 2028 2029 2030 Total
Expected earnout payments in Cash 1.1 10.9 3.5 19.1 1.7 6.4 42.7
Expected earnout payments in PPHC stock - 4.6 1.7 19.1 0.9 6.4 32.7
Expected earnout payments - total 1.1 15.5 5.2 38.2 2.6 12.8 75.4
Maximum earnout payments in Cash 1.5 16.5 12.9 22.8 14.0 10.0 77.7
Maximum earnout payments in PPHC stock - 7.6 6.5 22.8 8.3 10.0 55.1
Maximum earnout payments - total 1.5 24.1 19.4 45.5 22.3 20.0 132.8
Dividend
The Board of Directors of the Company has declared an Interim Dividend for
2025 of $0.023 per Common Share (2024 Interim Dividend: $0.047), which equates
to an aggregate amount, based on the current number of outstanding Common
Shares, of approximately $2.9m, payable to the holders of record of all of the
issued and outstanding shares of the Company's Common Stock as of the close of
business on the record date, 19 September 2025. The ex-dividend date is 18
September 2025. The dividend will be paid no later than 17 October 2025.
This interim payment is in line with the Company's announcement made in
January 2025 in which it indicated it would approximately halve the dividend
levels, with an eye on preserving cash for M&A purposes and M&A
related debt service. Also, the declared dividend is in line with the Group's
intention to pay approximately one third of the expected total dividend for
the year as an Interim Dividend.
Information per share
Share count in thousands
H1 2025 H1 2024 Share count / $ Change % Change
# weighted avg shares - GAAP - basic and fully diluted 85,221 64,301 20,920 32.5%
# weighted avg shares - Legally outstanding - basic. 121,424 116,415 5,009 4.3%
# weighted avg shares - Legally outstanding - fully diluted 129,194 121,727 7,467 6.1%
EPS - GAAP reported (basic and fully diluted) $(0.21) $(0.24) $0.03 (12.2)%
Adjusted EPS - basic $0.13 $0.11 $0.02 15.0%
Adjusted EPS - fully diluted $0.12 $0.11 $0.01 13.0%
Dividend paid - per share $0.05 $0.10 $(0.05) (51.5)%
Adjusted Free Cash Flow per share $0.10 $0.05 $0.05 91.9%
For the purpose of giving investors a useful view on Earnings Per Share, the
Group computed EPS not only on a GAAP Reported Profit basis, but also on an
Adjusted Net Income basis. For the latter calculation the Group includes in
the denominator the legally outstanding number of shares. This definition not
only includes the common shares outstanding, but also (i) unvested portion of
the pre-IPO Retained Shares, (ii) unvested shares that have been issued in
relation to post-IPO acquisitions, and (iii) unvested Restricted Stock Awards.
While those shares are still subject to vesting rules, and therefore not part
of the Common Outstanding share count per GAAP definition, they entitle the
recipients to dividends and voting rights.
Note that the growth in weighted of average number of shares in H1 2025 (4.3%
basic, 6.1% fully diluted) was driven by annual LTIP issuance as well as
M&A related issuances.
Basis of preparation
The financial statements have been prepared in accordance with Generally
Accepted Accounting Principles in the United States ("U.S. GAAP" or "GAAP").
When the Company purchases services or goods on behalf of its clients (for
example in the case of media purchases), the Group does not recognise the
purchased goods as net revenue, but only the net fees earned on the purchases.
Therefore, purchases on behalf of clients do not materially impact the
top-line or the margins.
Management believes that Adjusted EBITDA and Adjusted Net Income are more
useful performance indicators than the reported Net Income. The following
elements distinguish our Adjusted Net Income from our Reported Net Income:
(1) Share-based accounting charge: As mentioned in previous reports,
shares issued to employee shareholders at the time of the IPO are subject to a
vesting schedule; In addition, their employment agreements contain certain
provisions which enable cash derived from the sale of shares at the time of
the IPO to be clawed back and forfeited on certain events of termination of
employment. These items create a non-cash share-based accounting charge in
accordance with guidance under U.S. GAAP, Accounting Standards Codification,
718- 10-S99-2, "Compensation-Stock Compensation". Based on the value of the
Company at the time of admission ($197m) and the pre-admission employee shares
sold in 2021, the H1 2025 non-cash charge is $14.8m (H1 2024: $15.2m). This
non-cash share-based charge has no impact on either tax or Company operations.
(2) Post-combination compensation charge: In the acquisitions that have
been completed since the IPO in 2021, the Group makes payments in cash and
shares. In order to protect the interests of the Group, the shares issued as
part of these transactions were made subject to vesting schedules. To a
similar degree, also the cash paid as part of these transactions can be clawed
back and forfeited on certain events of termination of employment.
The addition of these provisions to purchase price paid creates a
post-combination compensation charge in accordance with accounting guidance
under U.S. GAAP, Accounting Standards Codification, ASC 805-10-55-25,
"Business Combinations - Contingent Payments". The H1 2025 charge was $8.8m
(H1 2024: $5.1m). Again, this is a non-cash charge and has no impact on either
tax or Company operations.
(3) LTIP charges. In 2022 the Group issued the first stock-based compensation
units under the Omnibus Plan. This plan was introduced at the time of the IPO
and allows the Group to issue up to a certain number of stock-related units
(e.g. options, restricted stock). In H1 2025, PPHC issued 0.3m (H1 2024: 0.4m
million) stock options at a premium exercise price (market price at time of
grant plus 20%), exercisable at the 3(rd) anniversary of the grant. Also, the
Group issued 2.5m restricted stock units (H1 2024: 2.9m), 1.0m restricted
stock awards (H1 2024: 0.7m). Similar to 2024, no restricted stock
appreciation awards were awarded in H1 2025 as these instruments are getting
phased out. The charges relating to these issuances, $2.7m in H1 2025 (H1
2024: $1.4m), as reflected in our P&L were computed using the Black
Scholes method.
(4) Amortization of intangibles: The non-cash amortization charge of $3.0m
(H1 2024: $2.1m) relates to the amortization of customer relationships,
developed technology, and noncompete agreements per ASC 805.
(5) Bargain purchase: As laid out in point 2, because a significant part of
the purchase price of our acquisitions is tied to continued employment, this
part has been accounted for as post-combination compensation in the Group's
Consolidated Statements of Operations. As a consequence, for certain
acquisitions, the remaining book purchase price is lower than the tax purchase
price. The reason for the bargain purchase gain is tied directly to the tax
purchase price significantly exceeding the book purchase price and is not a
reflection of a true bargain purchase of the actual intangible and tangible
assets of these acquisitions. The income recorded relating to the bargain
purchase was zero in H1 2025 (H1 2024: $2.5m).
(6) Change in Contingent Consideration: The contingent consideration liability
recorded as part of the acquisitions is adjusted at each reporting period for
the change in the estimated fair value of that liability. The fair value
changes over time based on management assumptions, the passage of time,
payments made, and other external inputs, such as discount rates and
volatility. The change in the estimated fair value of the contingent
consideration is recorded as a non-operating expense of $2.7m in H1 2025 (H1
2024: $2.3m).
(7) M&A expenses: since 2025H1, the Group excludes M&A expenses from
the Adjusted EBITDA. M&A expenses have a one-off character because
expenses are incurred around the time the Group executes an acquisition.
Expenses typically exists of M&A advisory fees, debt origination costs,
and transaction related taxes. The M&A expenses in H1 2025 amounted to
$0.3m, a significant decline from $1.6m in H1 2024. The high costs in H1 2024
directly related to the acquisition of Pagefield, which was the Group's first
acquisition outside the U.S.
For the calculation of Earnings per Share ("EPS") based on GAAP Profit, as a
denominator, the Group uses the weighted average number of Common Outstanding
shares during the period. For the calculation of EPS based on Adjusted Profit,
as a denominator, the Group uses the weighted average number of Legally Issued
shares during the period. This comprises all the Common Outstanding shares, as
well as those shares that were yet unvested but entitled the owner to
dividends and voting rights. Consequently, the weighted average number of
legally issued shares in H1 2025 was 121.4m (H1 2024: 116.4m and on a fully
diluted basis (taking into account any issued stock instrument, regardless of
exercise price), this number was 129.2m (H1 2024: 121.7m).
Condensed Consolidated Balance Sheets
(Unaudited) (Audited)
30 June 2025 30 June 2024 31 December 2024
ASSETS:
Current assets:
Cash and cash equivalents $9,792,017 $5,467,586 $14,535,943
Contract receivables, net of allowance for doubtful accounts 26,068,738 19,392,579 18,284,530
Notes receivable - related parties, current portion 350,000 863,000 863,000
Income taxes receivable 127,681 1,325,198 3,185,120
Prepaid post-combination compensation, current portion 6,888,651 5,783,226 6,070,073
Prepaid expenses and other current assets 4,385,452 3,384,710 2,726,320
Total current assets 47,612,539 36,216,299 45,664,986
Property and equipment at cost, less accumulated depreciation 782,577 773,714 750,620
Notes receivable - related parties, long term 1,050,000 1,400,000 1,050,000
Operating lease right of use asset 18,247,804 20,484,332 18,428,307
Goodwill 65,977,535 64,476,867 64,308,106
Other intangible assets, net of accumulated amortization 42,112,642 34,799,978 32,143,666
Deferred income tax asset 21,681,000 10,060,000 11,037,500
Prepaid post-combination compensation, long term 6,157,040 4,441,072 888,184
Other long-term assets 269,891 217,657 189,085
TOTAL ASSETS $203,891,028 $172,869,919 $174,460,454
LIABILITIES AND EQUITY:
Current liabilities:
Accounts payable and accrued expenses $19,213,017 $14,360,915 $20,044,302
Amounts owed to related parties 1,896,105 780,943 556,396
Deferred revenue 6,491,002 5,694,448 3,149,957
Operating lease liability, current portion 5,393,306 4,797,066 4,826,715
Contingent consideration, current portion 6,044,073 516,480 2,092,597
Other liability, current portion 300,629 666,740 1,134,675
Notes payable, current portion, net 8,097,588 5,673,940 6,031,204
Total current liabilities 47,435,720 32,490,532 37,835,846
Notes payable, long term, net 43,920,789 28,087,768 26,014,133
Contingent consideration, long term 9,382,090 10,712,515 8,803,464
Other liability, long term 6,307,489 2,194,075 3,744,925
Operating lease liability, long term 15,797,147 19,144,887 16,807,668
Total liabilities 122,843,235 92,629,777 93,206,036
Stockholders' equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 124,532,022 116,275 112,503 114,002
, 119,771,310, and 120,087,982 shares issued and outstanding, respectively
Additional paid-in capital 217,059,861 177,099,814 197,397,482
Accumulated deficit (137,834,142) (96,710,199) (115,721,104)
Accumulated other comprehensive income (loss) 1,705,799 (261,976) (535,962)
Total stockholders' equity 81,047,793 80,240,142 81,254,418
TOTAL LIABILITIES AND EQUITY $203,891,028 $172,869,919 $174,460,454
Condensed Consolidated Statements of Operations
(Unaudited) (Audited)
Six months ended 30 June Year ended
2025 2024 31 December 2024
Revenue $87,898,753 $71,133,895 $149,563,307
Operating expenses:
Salaries and other personnel costs 72,665,263 58,948,499 126,640,247
Office and other direct costs 3,285,740 2,734,095 5,650,855
Cost of services 75,951,003 61,682,594 132,291,102
Salaries, general and administrative 17,025,021 12,611,080 26,836,517
Mergers and acquisitions expense 276,349 1,557,461 2,433,833
Depreciation and amortization expense 2,767,898 1,857,645 4,244,727
Change in fair value of contingent consideration 2,676,344 2,263,577 1,909,750
Total operating expenses 98,696,615 79,972,357 167,715,929
Loss from operations (10,797,862) (8,838,462) (18,152,622)
Gain on bargain purchase - 2,463,927 2,463,927
Interest income 61,927 97,901 176,537
Interest expense. (1,499,761) (597,900) (1,899,986)
Other expense. (22,275) - -
Net loss before income taxes (12,257,971) (6,874,534) (17,412,144)
Income tax expense (4,088,000) (3,706,956) 6,544,800
Net loss $(16,345,971) $ (10,581,490) $(23,956,944)
Net loss per share attributable to common stockholders, basic and diluted $(0.21) $(0.24) $(0.47)
Basic and diluted. 85,220,817 64,300,816 67,045,796
Comprehensive loss:
Net loss. $(16,345,971) $(10,581,490) $(23,956,944)
Foreign currency translation gain (loss) 2,241,761 (261,976) (535,962)
$(10,843,466) $(24,492,906)
Condensed Consolidated Statements of Stockholders' Equity
Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity
Shares (Revised) Amount
Balance at 31 December 2023 115,271,961 $109,542 $156,884,144 $(74,925,077) $- $82,068,609
Legally issued and outstanding unvested shares 2,685,266 - - - - -
Long term incentive program charges - - 3,784,000 - - 3,784,000
Dividends - - - (16,835,962) - (16,835,962)
Vesting of legally issued and outstanding shares - 937 - (937) - -
Vesting of stock issued from KP Public Affairs acquisition - 492 - (492) - -
Vesting of stock issued from Engage acquisition - 325 - (325) - -
Vesting of stock issued to consultant - 63 - (63) - -
Vesting of restricted stock awards - 512 - (512) - -
Vesting of restricted stock units 791,683 792 - (792) - -
Common stock issued to Multistate as settlement of contingent consideration 441,432 441 690,559 - - 691,000
Issuance of common stock for acquisition 897,640 898 1,442,422 - - 1,443,320
Post-combination compensation charge-shares - - 2,792,757 - - 2,792,757
Share-Based Accounting Charge Retained Pre-IPO Shares - - 31,803,600 - - 31,803,600
Foreign currency translation (loss) - - - - (535,962) (535,962)
Net loss - - - (23,956,944) - (23,956,944)
Balance at 31 December 2024 120,087,982 $114,002 $197,397,482 $(115,721,104) $(535,962) $81,254,418
Condensed Consolidated Statements of Stockholders' Equity (Cont).
(Unaudited)
Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Total Stockholders' Equity
Shares (Revised) Amount
Balance as of 31 December 2023 115,271,961 $109,542 $156,884,144 $(74,925,077) $- $82,068,609
Long term incentive program charges. - - 1,287,000 - - 1,287,000
Dividends. - - - (11,202,010) - (11,202,010)
Issuance of unvested legally outstanding shares 2,668,599 - - - - -
Vesting of stock issued from Multistate acquisition - 658 - (658) - -
Vesting of stock issued from KP Public Affairs acquisition - 246 - (246) - -
Vesting of stock issued from Engage acquisition - 163 - (163) - -
Vesting of stock issued to consultant - 63 - (63) - -
Vesting of restricted stock units 491,678 492 - (492) - -
Common stock issued to Multistate as settlement of contingent consideration. 441,432 441 690,559 - - 691,000
Issuance of common stock for acquisition 897,640 898 1,442,422 - - 1,443,320
Post-combination compensation charge-shares - - 1,601,689 - - 1,601,689
Share-based accounting charge - - 15,194,000 - - 15,194,000
Foreign currency translation gain - - - - (261,976) (261,976)
Net loss - - - (10,581,490) - (10,581,490)
Balance at 30 June 2024 119,771,310 $112,503 $177,099,814 $(96,710,199) $(261,976) $80,240,142
Condensed Consolidated Statements of Stockholders' Equity (Cont.)
(Unaudited)
Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity
Shares (Revised) Amount
Balance as of 31 December 2024 120,087,982 $114,002 $197,397,482 $(115,721,104) $(535,962) $81,254,418
Long term incentive program charges - - 2,327,000 - - 2,327,000
Forfeiture of unvested restricted stock (13,150) - - - - -
Dividends. - - - (5,765,152) - (5,765,152)
Issuance of unvested legally outstanding shares 3,597,734 - - - - -
Vesting of stock issued from Multistate acquisition - 658 - (658) - -
Vesting of stock issued from Doherty acquisition - 16 - (16) - -
Vesting of stock issued to consultant - 68 - (68) - -
Vesting of restricted stock units 501,663 502 - (502) - -
Vesting of restricted stock awards - 671 - (671) - -
Repayment of note receivable by Alpine Group (316,779) (317) (531,683) - - (532,000)
Issuance of common stock for acquisition. 674,572 675 1,189,337 - - 1,190,012
Post-combination compensation charge-shares - - 1,497,825 - - 1,497,825
Issuance of common stock for settlement of other liability - - 342,000 - - 342,000
Share-based accounting charge - - 14,837,900 - - 14,837,900
Foreign currency translation gain - - - - 2,241,761 2,241,761
Net loss - - - (16,345,971) - (16,345,971)
Balance at 30 June 2025 124,532,022 $116,275 $217,059,861 $(137,834,142) $1,705,799 $81,047,793
Consolidated Statements of Cash Flows
(Unaudited) (Audited)
Six months ended 30 June Year ended
2025 2024 31 December 2024
(Revised)
Cash Flows from Operating Activities:
Net loss $(16,345,971) $(10,581,490) $(23,956,944)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation 92,921 62,519 136,121
Amortization expense - intangibles 2,956,261 2,075,166 4,671,178
Amortization of right of use assets 2,247,087 1,981,770 4,070,635
Amortization of prepaid post-combination compensation 4,218,394 1,596,054 5,061,895
Accretion of other liability 3,055,225 1,722,731 3,742,313
Amortization of debt discount 94,820 78,975 181,596
Provision for deferred income taxes (1,388,139) (506,900) (1,294,100)
Share-based accounting charge 14,837,900 15,194,000 31,803,600
Stock-based compensation 2,651,000 1,363,000 4,162,000
Post-combination compensation charge-shares 1,497,825 1,601,689 2,792,757
Change in fair value of contingent consideration 2,676,344 2,263,577 1,909,750
Gain on bargain purchase - (2,463,927) (2,463,927)
Net change in operating assets and liabilities:
Accounts receivable, net (6,877,876) (4,215,004) (3,117,809)
Prepaid post-combination expense (10,305,828) (4,440,000) (4,639,800)
Prepaid expenses and other assets (1,578,048) (96,039) 572,613
Increase (decrease) in:
Accounts payable and accrued expenses (4,170,193) (7,453,155) (2,052,883)
Income taxes payable and receivable 5,594,057 (188,927) (2,218,740)
Deferred revenue 3,362,045 3,498,141 958,600
Contingent considerations (2,824) (268,563) (268,563)
Operating lease liability (2,510,514) (1,936,293) (4,276,703)
Other liabilities (995,640) (981,750) (981,750)
Transactions with members and related parties 1,339,709 1,835,174 1,610,627
Net Cash Provided by Operating Activities 448,555 140,748 16,402,466
Cash Flows from Investing Activities:
Purchases of property and equipment (92,896) (4,691) (55,854)
Proceeds received for notes receivable - related parties - - 350,000
Cash paid for acquisitions (18,522,274) (19,783,750) (19,783,750)
Net Cash Used in Investing Activities (18,615,170) (19,788,441) (19,489,604)
Cash Flows from Financing Activities:
Proceeds from notes payable 24,000,000 25,000,000 25,000,000
Payment of debt issuance costs (82,166) (785,937) (214,992)
Principal payment of note payable (4,039,614) (1,472,702) (3,862,639)
Payment of contingent considerations (726,000)e (749,687) (749,687)
Dividends paid (5,765,152) (11,202,010) (16,835,962)
Net Cash Provided by Financing Activities 13,387,068 10,789,664 3,336,720
Effect of foreign exchange rate changes on cash and cash equivalents 35,621 (15,761) (55,015)
Net Increase (Decrease) in Cash and Cash Equivalents (4,743,926) (8,873,790) 194,567
Cash and Cash Equivalents as of Beginning of Period 14,535,943 14,341,376 14,341,376
Cash and Cash Equivalents at the End of Period $9,792,017 $5,467,586 $14,535,943
Consolidated Statements of Cash Flows (Cont.)
(Unaudited) (Audited)
Six months ended 30 June Year ended
2025 2024 31 December 2024
Supplemental disclosure of cash flow information:
Cash paid for interest $1,391,504 $518,925 $1,718,390
Cash paid for income taxes $2,411,500 $4,402,627 $10,048,970
Common stock received for repayment of note receivable with Alpine Group $532,000 $- $-
Right of use assets obtained with lease liabilities $2,066,584 $1,031,742 $1,064,582
Contingent consideration issued for acquisitions $2,482,942 $3,780,514 $3,798,077
Common stock issued for acquisitions $1,190,012 $1,443,320 $1,443,320
Stock issued for settlement of other liability $342,000 $- $-
Stock issued for settlement of contingent consideration $- $691,000 $691,000
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Public Policy Holding Company, Inc. ("PPHC-Inc.") was incorporated on February
4, 2021. From PPHC-Inc.'s incorporation until 10 December 2021 (the
"Conversion Date"), all of the issued and outstanding shares of stock of
PPHC-Inc. were owned by Public Policy Holding Company, LLC ("PPHC-LLC"), which
(i) was organized as a Delaware limited liability company on 1 July 2014, and
(ii) owned certain wholly-owned operating subsidiaries, all organized as
Delaware limited liability companies (the "Subsidiaries," and collectively
with PPHC-Inc., the "Company"). On the Conversion Date, PPHC-LLC contributed
and assigned substantially all of its assets and liabilities (including all of
the Subsidiaries, but excluding certain specified assets and liabilities) to
PPHC-Inc. in exchange for the issuance by PPHC-Inc. of 100,000,000 shares (the
"Contribution Shares") of Common Stock, par value $0.001 per share ("Common
Stock") of PPHC-Inc. Pursuant to a formula approved by the Executive Board and
General Board of PPHC-LLC (the "Waterfall"), PPHC-LLC then liquidated and
distributed the Contribution Shares to each of PPHC-LLC's owners who (other
than The Alpine Group, Inc.), in turn, distributed such shares to their
respective owners in accordance with the Waterfall (collectively, the "Company
Conversion").
The Company provides consulting services in the areas of Government Relations
Consulting, Corporate Communications & Public Affairs Consulting and
Compliance and Insights Services, primarily in the US. With the acquisition of
Pagefield Communications Limited ("Pagefield") and TrailRunner International
("TrailRunner"), the Company has expanded its capabilities to the United
Kingdom and parts of Asia. As of 30 June 2025, the Company conducts its
business through 11 individual member companies.
The unaudited interim condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC") for interim financial reporting. These condensed
consolidated financial statements are unaudited and, in the opinion of
management, include all adjustments (consisting only of normal recurring
adjustments and accruals) necessary for a fair statement of the results for
the periods presented in accordance with accounting principles generally
accepted in the United States of America ("GAAP"). The year-end condensed
consolidated balance sheet data was derived from our audited consolidated
financial statements but does not include all disclosures required by GAAP.
Operating results for the six months ended 30 June 2025 are not necessarily
indicative of the results that may be expected for the fiscal year ending 31
December 2025. Certain information and footnote disclosures normally included
in the annual consolidated financial statements prepared in accordance with
GAAP have been omitted in accordance with the SEC's rules and regulations for
interim reporting. Our financial position, results of operations and cash
flows are presented in U.S. Dollars.
Use of Estimates
As of 30 June 2025, the effects of global macroeconomic and geopolitical
uncertainty on the Company's business, results of operations and financial
condition continue to evolve. As a result, many of the Company's estimates and
assumptions continue to require increased judgment and carry a higher degree
of variability and volatility. As events continue to evolve and additional
information becomes available, the Company's estimates may change materially
in the future.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and
related notes should be read in conjunction with our audited consolidated
financial statements for the year ended 31 December 2024.
NOTE 2. CORRECTION OF ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS
During 2025, the Company determined that previously filed interim and annual
financial statements had an immaterial error in its earnings per share
calculation resulting from the inclusion of certain unvested Pre-United
Kingdom IPO shares in the basic earnings per share calculation and the Company
was also not appropriately applying the two-class method to calculate Basic
and Diluted earnings per share in accordance with ASC 260, Earnings Per Share.
As a result, earnings per share calculations have been revised for the year
ended 31 December 2024 and the unaudited interim results for the six months
ended 30 June 2024. The application of the two-class method results in an
adjustment to the numerator (net loss attributable to common stockholders) for
dividends paid to unvested participating stockholders.
The Company assessed the materiality of this revision and concluded that this
error correction in its Consolidated Statements of Operations and
Comprehensive Loss, Consolidated Statements of Stockholders' Equity and Note 1
- Organization and Significant Accounting Policies (Basic and diluted earnings
(loss) per share) is not material to any previously presented financial
statements based upon overall considerations of both quantitative and
qualitative factors. In concluding this error was immaterial, the Company
considered factors such as the capital structure of the Company, the impact to
key performance metrics presented to external investors, executive
remuneration and the pervasiveness of the error within the financial
statements, amongst others. These immaterial corrections had no impact on the
Consolidated Balance Sheet or Consolidated Statements of Cash Flows and did
not result in a change in operating losses or net loss in the Statement of
Operations.
The impact of these corrections for the year ended 31 December 2024 is as
follows:
As previously reported Adjustment As revised
For the year ended 31 December 2024
Net loss per share - basic and diluted:
Net loss per share - basic and diluted $(0.21) $(0.26) $(0.47)
Net loss attributable to common stockholders $(23,956,944) $(7,396,023) $(31,352,967)
Shares used to compute basic and diluted net loss per share 111,826,822 (44,781,026) 67,045,796
The impact of these corrections for the adjustment above and the adjustments
referred to below for the six months ended 30 June 2024 is as follows:
As previously reported Adjustment As revised
For the six months ended 30 June 2024
Net loss per share - basic and diluted:
Net loss per share - basic and diluted $(0.09) $(0.15) $(0.24)
Net loss attributable to common stockholders $(10,079,752) $(5,473,269) $(15,553,021)
Shares used to compute basic and diluted net loss per share 110,740,866 (46,440,050) 64,300,816
The assessment also resulted in the revision of the number of outstanding
shares presented in the Consolidated Statements of Stockholders' Equity. The
previously reported share count in the Consolidated Statements of
Stockholders' Equity included legally outstanding shares that were both fully
vested and subject to vesting conditions. The Company has revised this share
count to present all legally issued shares regardless of vesting conditions.
The impact of these revisions for the six months ended 30 June 2024 is as
follows:
As previously reported Adjustment As revised
Balance as of 31 December 2023 $109,542,220 $5,729,741 $115,271,961
Issuance of unvested legally outstanding shares - 2,668,599 2,668,599
Vesting of stock issued from Multistate acquisition 657,772 (657,772) -
Vesting of stock issued from KP Public Affairs acquisition 246,244 (246,244) -
Vesting of stock issued from Engage acquisition 162,434 (162,434) -
Vesting of stock issued to consultant 63,468 (63,468) -
Vesting of restricted units 491,678 - 491,678
Common stock issued to Multistate as settlement of contingent consideration. 441,432 - 441,432
Issuance of common stock for acquisition 897,640 - 897,640
Balance as of 30 June 2024 $112,502,888 $7,268,422 $119,771,310
In addition to the above correction, the Company determined that the
previously filed interim financial statements (unaudited) as of and for the
six months ended 30 June 2024 contained immaterial errors related to certain
balance sheet reclassifications, expenses, and foreign currency exchange
calculations. The Company assessed the materiality of these revisions and
concluded that these error corrections are not material to any previously
presented financial statements based upon overall considerations of both
quantitative and qualitative factors. In concluding these errors were
immaterial, the Company considered factors such as the capital structure of
the Company, the impact to key performance metrics presented to external
investors, executive remuneration and the pervasiveness of the errors within
the financial statements, amongst others.
The impact of these immaterial errors on the Consolidated Balance Sheet as of
30 June 2024 and the Consolidated Statements of Operations and Comprehensive
Loss, Stockholders' Equity and Cash Flows for the six months ended 30 June
2024 is as follows:
Consolidated Balance Sheet As previously reported Adjustment As revised
Total Assets $174,293,493 $(1,423,574) $172,869,919
Total liabilities $94,438,095 $(1,808,318) $92,629,777
Total stockholders' equity $79,855,398 $384,744 $80,240,142
Consolidated Statement of Operations and Comprehensive Loss As previously reported Adjustment As revised
Revenue $71,125,819 $8,076 $71,133,895
Net loss $(10,079,752) $(501,738) $(10,581,490)
Total comprehensive loss $(10,548,443) $(295,023) $(10,843,466)
Consolidated Statement of Stockholders' Equity As previously reported Adjustment As revised
Common stock $112,503 $- $112,503
Additional paid-in capital $176,420,047 $679,767 $177,099,814
Accumulated deficit $(96,208,461) $(501,738) $(96,710,199)
Accumulated other comprehensive loss $(468,691) $206,715 $(261,976)
Total stockholders' equity $79,855,398 $384,744 $80,240,142
Consolidated Statement of Cash Flows As previously reported Adjustment As revised
Net cash provided by operating activities $280,136 $(139,388) $140,748
Net cash used in investing activities $(19,930,740) $142,299 $(19,788,441)
Effect of exchange rate changes on cash and cash equivalents $(12,850) $(2,911) $(15,761)
NOTE 3. NEW ACCOUNTING PRONOUNCEMENTS
Accounting Standards Not Yet Adopted
During December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures, which expands annual disclosures in an
entity's income tax rate reconciliation table and requires annual disclosures
regarding cash taxes paid both in the United States (federal, state and local)
and foreign jurisdictions. The amendments in this ASU are effective for annual
periods beginning after 15 December 2024, although early adoptions is
permitted. The Company adopted the ASU as of 1 January 2025 and it did not
have a material impact on the Company's financial position or results of
operations, but resulted in additional disclosures. The Company is evaluating
the potential impact of this guidance on its consolidated financial statement
disclosures.
During June 2024, the FASB issued ASU 2024-01, Compensation - Stock
Compensation (Topic 718), which provides guidance on the scope application of
profits interest and similar awards. This guidance is effective for public
business entities for annual reporting periods beginning after 15 December
2024, and interim reporting periods beginning after 15 December 2025. The
Company is evaluating the potential impact of this guidance on its
consolidated financial statement disclosures.
During November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting
Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):
Disaggregation of Income Statement Expenses. The guidance requires public
companies to disclose, in the notes to financial statements, specified
information about certain costs and expenses at each interim and annual
reporting period. This guidance is effective for public business entities for
annual reporting periods beginning after 15 December 2026, and interim
reporting periods beginning after 15 December 2027. The Company expects to
adopt this guidance in its fiscal year beginning 1 January 2027. The Company
is evaluating the potential impact of this guidance on its consolidated
financial statement disclosures.
NOTE 4. BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
The Company computes earnings (loss) per share in accordance with ASC 260,
Earnings per Share, which requires presentation of both basic and diluted
earnings per share on the face of the consolidated statements of operations
and other comprehensive loss. Basic earnings (loss) per share is computed by
dividing net income (loss) available to common shareholders by the weighted
average number of outstanding shares during the period. Diluted earnings
(loss) per share gives effect to all dilutive potential common shares
outstanding during the period. Due to their anti-dilutive effect, the
calculation of diluted net loss per share for the six months ended 30 June
2025 and the year ended 31 December 2024 does not include the common stock
equivalent shares and nonvested shares. The Company's weighted-average shares
utilized for its calculation of earnings (loss) per share includes only the
common shares outstanding.
The following table includes the outstanding number of shares and potentially
dilutive stock options and RSUs as of the six months ended 30 June 2025, 2024,
and year ended 31 December 2024, respectively:
(Unaudited) (Audited)
Six months ended 30 June Year ended 31 December
2025 2024 2024
Common shares outstanding 86,690,551 66,866,979 84,419,226
Nonvested shares outstanding 37,841,471 52,904,331 35,668,759
Legally outstanding shares 124,532,022 119,771,310 120,087,982
Stock options and RSUs outstanding ((1)) 9,776,644 8,013,868 7,730,192
Total fully diluted shares 134,308,666 127,785,178 127,818,174
((1)) The holders of Restricted Stock Units and Stock Options are not entitled
to dividends or to vote
The following tables includes the weighted average shares outstanding and
potentially dilutive stock options and RSUs for the six months ended 30 June
2025, 2024, and year ended 31 December 2024, respectively:
(Unaudited) (Audited)
Six months ended 30 June Year ended 31 December
2025 2024 2024
Common shares, weighted average 85,220,817 64,300,816 67,045,796
Nonvested shares, weighted average 36,203,346 52,114,007 51,112,711
Legally outstanding shares, weighted average 121,424,163 116,414,823 118,158,507
Stock options and RSUs outstanding, weighted average 7,769,740 5,312,320 6,574,713
Total securities on a fully diluted basis, weighted average 129,193,903 121,727,143 124,733,220
The following table shows the computation of basic and diluted loss per share
for six months ended 30 June 2025, 2024, and year ended 31 December 2024
respectively:
(Unaudited) (Audited)
Six months ended 30 June Year ended 31 December
2025 2024 2024
Numerator:
Net losses $(16,345,971) $(10,581,490) $23,956,944
Less unvested common stock dividends under the two-class method (1,747,674) (4,971,531) 7,396,023
Net loss attributable to common stockholders $(18,093,645) $(15,553,021) $31,352,967
Denominator:
Weighted-average basic shares outstanding 85,220,817 64,300,816 67,045,796
Basic and diluted loss per share $(0.21) $(0.24) $(0.47)
NOTE 5. REVENUE
The Company generates most of its revenue by providing consulting services
through fixed-fee arrangements related to Government Relations Consulting,
Corporate Communications & Public Affairs Consulting and Compliance and
Insights Services. The Company's general practice is to establish a contract
with a client with a fixed monthly payment at the beginning of each month for
the month's service to be performed.
Most of the consulting service contracts are based on one of the following
types of contract arrangements:
• Fixed-fee arrangements, ("Retainer" and "Subscription Services")
require the client to pay a fixed fee in exchange for a predetermined set of
professional services. Retainer contracts generally comprise of a single
stand-ready performance obligation for consulting services. The Company
recognizes Retainer revenue over time by measuring the progress toward
complete satisfaction of the performance obligation. Subscription Services
generally comprise of a single performance obligation recognized over-time.
• Project revenue that includes additional services such as 1)
advertisement placement and management; 2) video production; 3) website
development; and 4) research services, in which third-party companies may be
engaged to achieve specific business objectives. These services are either in
a separate contract or within the fixed-fee consulting contract, in which the
Company usually receives a markup on the cost incurred by the Company.
Generally, these contracts are less than 12 months in length. The Company
utilizes an output method to measure progress toward complete satisfaction of
the performance obligation, recognizing revenue based on the services
delivered to the customer to date as a proportion of the total services
promised in the contract. This approach reflects the transfer of control to
the customer, as the customer receives and consumes the benefits of each
service as it is performed. Any out-of-pocket administrative expenses incurred
are billed at cost.
In determining the method and amount of revenue to recognize, the Company must
make judgments and estimates. Specifically, complex arrangements with
nonstandard terms and conditions may require management's judgment in
interpreting the contract to determine the appropriate accounting, including
whether the promised services specified in an arrangement are distinct
performance obligations and should be accounted for separately, and how to
allocate the transaction price, including any variable consideration, to the
separate performance obligations. When a contract contains multiple
performance obligations, the Company allocates the transaction price to each
performance obligation based on its estimate of the stand-alone selling price.
Other judgments include determining whether performance obligations are
satisfied over-time or at a point-in-time and the selection of the method to
measure progress towards completion.
Certain services provided by the Company include the utilization of a
third-party in the delivery of those services. These services are primarily
related to the production of an advertising campaign, procurement of media,
and procurement of research services. The Company has determined that it acts
as an agent and is solely arranging for the third-parties to provide services
to the customer. Specifically, the Company does not control the specified
services before transferring those services to the customer, it is not
primarily responsible for the performance of the third-party services, nor can
the Company redirect those services to fulfill any other contracts. The
Company does not have any discretion in establishing the third-party pricing
in its contracts with customers. For these performance obligations for which
the Company acts as an agent, the Company records revenue as the net amount of
the gross billings, less amounts remitted to the third-party.
The following table provides disaggregated revenue by revenue type:
(Unaudited) (Audited)
Six months ended 30 June Year ended 31 December
2025 2024 2024
Government Relations Consulting revenue $53,464,933 $50,329,291 $102,463,869
Corporate Communications & Public Affairs Consulting revenue 28,156,458 15,537,284 36,405,430
Compliance and Insights Services revenue 6,277,362 5,267,320 10,694,008
Total revenue $87,898,753 $71,133,895 $149,563,307
Revenue by geographic region:
(Unaudited) (Audited)
Six months ended 30 June Year ended 31 December
2025 2024 2024
United States $84,001,854 $70,573,216 $145,540,930
Europe, Middle East and Africa 3,468,065 560,679 4,022,377
Asia Pacific 428,834 - -
Revenue by geographic market $87,898,753 $71,133,895 $149,563,307
NOTE 6. CONTRACT BALANCES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
The following table provides information about receivables, contract assets
and contract liabilities from contracts with customers as of:
(Unaudited) (Audited)
30 June 2025 30 June 2024 December 31, 2024
Accounts receivable $26,936,175 $19,446,709 $19,161,501
Unbilled receivables 1,151,543 820,479 225,073
Allowance for doubtful accounts (2,018,980) (874,609) (1,102,044)
Total contract receivables, net 26,068,738 19,392,579 18,284,530
Contract liabilities (deferred revenue) $(6,491,002) $(5,694,448) $(3,149,957)
Contract liabilities relate to advance consideration received from customers
under the terms of the Company's contracts primarily related to retainer fees
and reimbursements of third-party expenses, both of which are generally
recognized shortly after billing. Deferred revenue of $6,491,002 and
$5,694,448 from 30 June 2025, 2024 and $3,149,957 from 31 December 2024 is
expected to be recognized as revenue within one year of the respective balance
sheet date.
The following table summarized information about the activity in the allowance
for doubtful accounts as follows:
Balance at 31 December 2023 (Audited) $794,138
Provision for Doubtful Accounts 1,023,816
(Write-off)/Recoveries (715,910)
Balance at 31 December 2024 (Audited) 1,102,044
Provision for Doubtful Accounts 794,585
(Write-off)/Recoveries 122,351
Balance at 30 June 30 2025 (Unaudited) $2,018,980
NOTE 7. GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill is an indefinite lived asset with balances as follows:
(Unaudited) (Audited)
June 30, 2025 30 June 2024 31 December 2024
Goodwill $65,977,535 $64,476,867 $64,308,106
Balance at 31 December 2023 (Audited) $47,909,832
Acquired goodwill 16,779,195
Foreign currency translation (380,921)
Balance at 31 December 2024 (Audited) 64,308,106
Acquired goodwill 80,124
Foreign currency translation 1,589,305
Balance at 30 June 2025 (Unaudited) $65,977,535
There were no goodwill impairment charges recorded in the six months ended 30
June 2025, 2024 and for the year ended 31 December 2024, and there are no
accumulated goodwill impairment charges.
Intangible assets:
The Company's intangible assets consist of customer relationships, including
the related customer contracts, developed technology and noncompete agreements
acquired through acquisitions, which are definite lived assets and are
amortized over their estimated useful lives. In addition, intangible assets
consist of trade names, which are indefinite lived assets and evaluated for
impairment on an annual basis or more frequently as needed.
The following presents the Company's gross and net amounts of intangible
assets, other than goodwill, as reported on the Consolidated Balance Sheets as
of 30 June 2025, 2024 and 31 December 2024:
(Unaudited)
30 June 2025
Weighted Average Useful Life (in Years) Gross Book Value Accumulated Amortization Net Book Value
Customer relationships 7.2 $42,911,238 $(17,849,518) $25,061,720
Developed technology 7.0 3,938,000 (1,312,668) 2,625,332
Noncompete agreements 3.9 2,946,313 (954,612) 1,991,701
Total definite lived assets 49,795,551 (20,116,798) 29,678,753
Trade names 12,433,889 - 12,433,889
Total intangible assets $62,229,440 $(20,116,798) $42,112,642
(Unaudited)
30 June 2024
Weighted Average Gross Book Value Accumulated Net Book Value
Useful Life (in Amortization
Years)
Customer relationships 7.6 $33,531,490 $(13,659,610) $19,871,880
Developed technology 7.0 3,938,000 (750,096) 3,187,904
Noncompete agreements 4.3 2,072,125 (87,210) 1,984,915
Total definite lived assets 39,541,615 (14,496,916) 25,044,699
Tradenames 9,670,885 - 9,670,885
Total intangible assets $49,212,500 $(14,496,916) $34,715,584
(Audited)
December 31, 2024
Weighted Average Useful Life (in Years) Gross Book Value Accumulated Amortization Net Book Value
Customer relationships 7.2 $33,556,240 $(15,277,159) $18,279,081
Developed technology 7.0 3,938,000 (1,031,382) 2,906,618
Noncompete agreements 3.9 2,069,904 (767,109) 1,302,795
Total definite lived assets 39,564,144 (17,075,650) 22,488,494
Trade names 9,655,172 - 9,655,172
Total intangible assets $49,219,316 $(17,075,650) $32,143,666
Amortization expense for customer relationship, noncompete agreement and
developed technology assets approximated $2,956,000, $2,075,000 and $4,671,000
for the six months ended 30 June 2025 and 2024 and at year ended 31 December
2024, respectively.
NOTE 8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following as of:
(Unaudited) (Audited)
30 June 2025 30 June 2024 31 December 2024
Accounts payable $6,461,768 $5,042,105 $4,753,171
Bonus payable 6,253,980 3,138,826 9,926,791
Other accrued expenses 6,497,269 6,179,984 5,364,340
Total $19,213,017 $14,360,915 $20,044,302
NOTE 9. LEASES
The Company leases office space and equipment under non-cancelable operating
leases. The following table presents lease costs and other quantitative
information:
(Unaudited) (Audited)
Six months ended 30 June Year Ended 31 December
2025 2024 2024
Operating lease cost (cost resulting from lease payments).. $2,806,967 $2,613,905 $5,322,444
Variable lease cost (cost excluded from lease payments) 220,691 234,629 434,587
Sublease income (175,898) (169,562) (336,812)
Net lease cost $2,851,760 $2,678,972 $5,420,219
Cash paid for amounts included in the measurement of lease liabilities $3,070,577 $2,568,103 $5,467,595
Weighted average lease term - operating leases 4.09 years 4.94 years 4.50 years
Weighted average discount rate - operating leases 5.30% 5.30% 5.25%
Future payments of operating leases as of 30 June 2025 are listed in the table
below:
Year Amount
2025 (Excluding the six months ended 30 June 2025) $3,131,871
2026 6,294,934
2027 5,351,534
2028 4,649,507
2029 2,798,922
Thereafter 1,435,775
Total future minimum lease payments 23,662,543
Amount representing interest (2,472,090)
Present value of net future minimum lease payments $21,190,453
NOTE 10. NOTES PAYABLE
The Company has several term loans outstanding with a financial institution
("Term Loans"). The 2023 Facility 2 loan matures on 31 March 2029 with monthly
principal payments of $175,000 plus interest. The 2024 Term Loan A and 2024
Term Loan B (collectively the "2024 Term Loans") require monthly principal
payments of $312,500 plus interest until their maturity date of 30 April 2028.
The 2025 Term Loan C requires monthly principal payments of $199,200 per month
plus interest through 1 March 2026, increasing to $300,000 per month plus
interest through the maturity date of 31 March 2029. The interest rate for all
of these loans is the Secured Overnight Financing Rate ("SOFR") plus 2.60% per
annum.
The Company's total debt consists of the following as of:
(Audited) (Unaudited) (Audited)
Original Loan Amount 30 June 2025 30 June 2024 31 December 2024
2023 Facility 2 $14,000,000 $6,125,000 $9,625,000 $7,875,000
2024 Term Loan A 6,000,000 5,400,000 6,000,000 5,850,000
2024 Term Loan B 19,000,000 17,100,000 19,000,000 18,525,000
2025 Term Loan C 24,000,000 23,601,600 - -
Other debt - 138,698 169,198 154,260
Less: unamortized debt issuance costs 748,216 346,921 1,032,490 358,923
Total debt, net of unamortized issuance costs $62,251,784 52,018,377 33,761,708 32,045,337
Less: current portion (8,097,588) (5,673,940) (6,031,204)
Total debt, long-term $43,920,789 $28,087,768 $26,014,133
As of 30 June 2025, the future principal maturities of the Term Loans are as
follows:
2023 Facility 2 2024 Term Loan A 2024 Term Loan B 2025 Term Loan C Total
2025 $1,050,000 $450,000 $1,425,000 $1,792,800 $4,717,800
2026 2,100,000 900,000 2,850,000 3,297,600 9,147,600
2027 2,100,000 900,000 2,850,000 3,600,000 9,450,000
2028 875,000 3,150,000 9,975,000 3,600,000 17,600,000
2029 - - - 11,311,200 11,311,200
Total $6,125,000 $5,400,000 $17,100,000 $23,601,600 $52,226,600
Total approximate interest expense incurred for the Term Loans was as follows:
(Unaudited) (Audited)
Six months ended 30 June Year Ended 31 December
2025 2024 2024
Cash interest $1,378,000 $505,030 $1,693,000
Cash interest on other debt 13,761 13,895 24,986
Debt discount amortization 108,000 78,975 182,000
Total interest expense $1,499,761 $597,900 $1,899,986
The Credit Agreement and Amended Credit Agreements for the Term Loans contain
certain non-financial and financial covenants that the Company is required to
comply with. The Company is required to submit a compliance certificate to the
bank on a quarterly basis. The financial covenants include a total leverage
ratio and fixed coverage ratio. The Company was in compliance with all
covenants during as of 30 June 2025 and 2024 and 31 December 2024.
NOTE 11. SHARE-BASED ACCOUNTING CHARGE
On 16 December 2021, PPHC-Inc. completed its initial public offering in the
United Kingdom ("UK IPO") and its shares began trading on the AIM market of
the London Stock Exchange. During 2021, all ultimate owners of PPHC-LLC,
referred to as Group Executives, entered into Executive Employment Agreements.
These executives sold some of their shares during the UK IPO (referred to as
Liquidated Pre-UK IPO Shares) but retained the majority of their shares
("Retained Pre-UK IPO Shares"). The retained shares vest in equal installments
over five years, provided the executive remains continuously employed. If an
executive's employment terminates, except in cases of death, disability,
termination without cause, or for good reason, the unvested shares will be
forfeited. In cases of death, disability, termination without cause, or for
good reason, all unvested shares will vest immediately. Additionally, the
agreements include clawback provisions, allowing the company to reclaim cash
from the sale of Liquidated Pre-UK IPO Shares and vested Retained Pre-UK IPO
Shares under certain conditions.
As a result of the vesting conditions for the Retained Pre-UK IPO Shares, the
Company recorded share-based accounting charges of $14,837,900, $15,194,000
$31,803,600for the six months ended 30 June 2025, 2024 and year ended 31
December 2024 respectively.
As of 30 June 2025, there were 71,255,044 Retained Pre-UK IPO Shares, held by
current employees and subject to vesting requirements, and 55,270,012 of these
shares were fully vested. These shares were issued in 2021 and the
weighted-average grant date fair value of these shares was $1.82 as of the
grant date. For the Retained Pre-UK IPO shares, the grant-date fair value is
based upon the market price of the Company's common stock on the date of the
grant. As of 30 June 2025, the unrecognized compensation cost from these
restricted shares was approximately $43,150,000, which is expected to be
recognized over a weighted-average period of 1.5 years.
As of June 30, 2024, there were 82,628,340 Retained Pre-IPO Shares, held by
current employees and subject to vesting requirements, and 36,829,997 of these
shares were fully vested. These shares were issued in 2021 and the
weighted-average grant date fair value of these shares was $1.82 as of the
grant date. As of June 30, 2024, the unrecognized compensation cost from these
restricted shares was approximately $74,600,000, which is expected to be
recognized over a weighted-average period of 2.5 years.
As of 31 December 2024, there were 80,387,410 Retained Pre-UK IPO Shares, held
by current employees and subject to vesting requirements, and 50,714,152 of
these shares were fully vested. These shares were issued in 2021 and the
weighted-average grant date fair value of these shares was $1.82 as of the
grant date. For restricted and nonvested stock awards, the grant-date fair
value is based upon the market price of the Company's common stock on the date
of the grant. As of 31 December 2024, the unrecognized compensation cost from
these restricted shares was approximately $57,862,000, which is expected to be
recognized over a weighted-average period of 2.0 years.
The share-based accounting charge relating to the Retained Pre-UK IPO Shares
is recorded to costs of services and general and administrative expense in the
consolidated statement of operations. The table below represents the total
expense relating to Retained Pre-UK IPO Shares recognized in the consolidated
statements of operations and comprehensive loss:
(Unaudited) (Audited)
Six months ended 30 June Year ended 31 December
2025 2024 2024
Cost of services $13,357,100 $13,318,183 $26,635,600
General and administrative expense 1,480,800 1,875,817 5,168,000
Total expense relating to Retained Pre-UK IPO Shares $14,837,900 $15,194,000 $31,803,600
NOTE 12. POST-COMBINATION COMPENSATION CHARGE
The Company has acquired various companies from 2022 to 2025 for a combination
of cash, shares of Company Common Stock and future contingent payments
("Acquisition Payments"). A portion of the Acquisition Payments are subject to
vesting and/or claw back provisions that are directly linked to the continuing
employment of certain individuals of the acquired companies ("Post-Combination
Payments"). As a result, the Post-Combination Payments are being recognized as
a charge for post-combination compensation over the period of the applicable
vesting requirement or the period over which the claw back rights linked to
employment lapse.
The post-combination compensation charge recorded by the Company was
approximately $8,776,000 and $5,121,000 for the six months ended 30 June 2025,
2024 and $11,599,000 for the year ended 31 December 2024, respectively. The
post-combination compensation charge is recorded in cost of services in the
consolidated statements of operations and comprehensive loss. This amount
consists of the following components:
(Unaudited) (Audited)
30 June 2025 30 June 2024 31 December 2024
Additions to other liability $3,059,000 $2,198,000 $4,028,000
Vesting of common stock 1,498,000 1,323,000 2,509,000
Amortization of prepaid post-combination 4,219,000 1,600,000 5,062,000
compensation
Total $8,776,000 $5,121,000 $11,599,000
As of 30 June 2025, the unrecognized post-combination compensation charge was
approximately $44,179,000, which is expected to be recognized over a
weighted-average period of 2.2 years. The actual amount of Post-Combination
Payments is subject to significant estimates and could change materially in
the future.
As of 30 June 2024, the unrecognized post-combination compensation charge was
approximately $27,346,000, which is expected to be recognized over a
weighted-average period of 2.2 years. The actual amount of Post-Combination
Payments is subject to significant estimates and could change materially in
the future.
As of 31 December 2024, the unrecognized post-combination compensation charge
was approximately $21,962,000, which is expected to be recognized over a
weighted-average period of 2.1 years. The actual amount of Post-Combination
Payments is subject to significant estimates and could change materially in
the future.
NOTE 13. RELATED PARTY TRANSACTIONS
As of 30 June 2025, the amounts owed to related parties of approximately
$1,896,000 consists primarily of a working capital loan of approximately
$1,896,000 from the sellers of TrailRunner to the Company, which will be
repaid in 2025.
As of 30 June 2024, the amounts due from related parties of approximately
$44,000 include the amount expected to be paid to the Company related to
working capital loan and adjustments associated with the MultiState
acquisition. During the year ended December 31, 2024, the working capital
loan and adjustments with Multistate were settled.
During December 2021, the Company entered into a term note agreement ("2021
Note") with The Alpine Group, Inc. ("Alpine Inc"). The 2021 Note provided
Alpine Inc with the ability to request a one-time borrowing of up to $750,000
from the Company at any time prior to 31 December 2022. The purpose of the
2021 Note was to provide Alpine Inc with funds to cover certain federal and
state income taxes to be owed by Alpine Inc in connection with the sale of
shares of the Company's common stock in the UK IPO. During April 2022, the
Company advanced $513,000 to Alpine Inc in accordance with the terms of the
2021 Note. The interest rate on the 2021 Note is equal to the Prime Rate as
published in the Wall Street Journal. The 2021 Note balance as of 30 June 2024
was $513,000. The 2021 Note was classified as a current asset as of 30 June
2024. The amount of accrued interest and interest revenue from the 2021 Note
is not material. The 2021 Note requires an annual payment of accrued and
unpaid interest on the last business day of December each year and through the
maturity date of 16 January 2025. During February 2025, the 2021 Note plus
accrued interest totaling approximately $532,000 was repaid through the
transfer of 316,779 shares of PPHC-Inc common stock from Alpine Inc to the
Company, which shares have been retired.
During November 2023, the Company entered into term note agreements ("2023
Notes") with certain employees of the Alpine Group Partners, LLC totaling
$1,750,000. The interest rate on the 2023 Notes was 7.5% and was reduced to
4.45%. The notes are payable in annual installments of $350,000 plus all
accrued and unpaid interest beginning on 1 November 2024 with a maturity date
of 1 November 2028 or the effective date of the termination of employment of
the respective employee borrower for any reason, if earlier than the maturity
date. As of 30 June 2025 and 2024, the 2023 Notes were recorded in notes
receivable - related parties with $350,000 classified as a current asset and
$1,050,000 and $1,400,000, respectively, classified as a non-current asset.
The amount of accrued interest and interest revenue from the 2023 Notes is not
material.
NOTE 14. OMNIBUS INCENTIVE PLAN
As of 30 June 2025, the total amount of shares authorized by the Board of
Directors under the Omnibus Plan was 18,679,803 with a total of 2,765,447
available for issuance.
The total long-term incentive program expense, net of forfeitures, is detailed
in the following table:
(Unaudited) (Audited)
Six Months Ended 30 June Year Ended 31 December
2025 2024 2024
Options 194,000 264,000 550,000
RSUs 1,264,000 567,000 1,974,000
RSAs 869,000 456,000 1,260,000
SARs 324,000 76,000 378,000
Total 2,651,000 1,363,000 4,162,000
The table below represents the total expense relating to the long-term
incentive program recognized in the consolidated statements of operations and
comprehensive loss as follows:
(Unaudited) (Audited)
Six months ended 30 June Year Ended 31 December
2025 2024 2024
Cost of services $2,164,610 $1,112,894 $3,328,000
General and administrative expense 486,390 250,106 834,000
Total $2,651,000 $1,363,000 $4,162,000
As of 30 June 2025, total unrecognized compensation expense and the applicable
weighted-average period for that expense to be recognized is as follows:
Unrecognized compensation Weighted average period
Options $319,000 1.8 years
RSUs. $8,351,000 1.6 years
RSAs. $3,737,000 1.8 years
Total. $12,407,000
Options
The following summarizes the stock option activity:
Number of Shares Weighted Average Exercise Price- (USD)((1)) Weighted Average Exercise Price-(GBP) Weighted Average Contractual Term (in years)
Outstanding as of 31 December 2024 3,383,542 $2.15 £1.72 7.8
Granted 312,940 2.30 1.67 -
Exercised - - - -
Cancelled/Forfeited (119,485) 2.38 1.73 -
Outstanding as of 30 June 2025 3,576,997 2.36 1.72 7.6
Exercisable as of 30 June 2025 2,166,957 2.43 1.77 -
Vested and expected to vest as of 30 June 2025 3,576,997 $2.36 £1.72 7.6
Number of Shares Weighted Average Exercise Price- (USD)((1)) Weighted Average Exercise Price-(GBP) Weighted Average Contractual Term (in years)
Outstanding as of 31 December 2023 3,089,056 $2.21 £1.74 8.9
Granted 425,000 2.02 1.62 -
Exercised - - - -
Cancelled/Forfeited (130,514) 2.14 1.71 -
Outstanding as of 30 June 2024 3,383,542 2.15 1.72 7.83
Exercisable as of 30 June 2024 - - - -
Vested and expected to vest as of 30 June 2024 3,383,542 $2.15 £1.72 7.83
((1)) The applicable exercise prices have been adjusted based on the
applicable exchange rate of GBP to USD at the end of each period presented.
Restricted Stock Units ("RSUs")
Activity in the Company's non-vested RSUs was as follows:
Number of RSUs Weighted Average Grant Date Fair Value
Nonvested as of 31 December 2024 4,346,650 $1.40
Granted 2,492,660 1.75
Vested (1,429,018) 1.40
Cancelled/Forfeited (138,000) 1.52
Nonvested as of 30 June 2025 5,272,292 $1.53
Nonvested as of 31 December 2023 2,225,000 1.41
Granted 2,930,000 1.41
Vested (491,678) 1.56
Cancelled/Forfeited - -
Nonvested as of 30 June 2024 4,663,322 $1.40
Restricted Stock Awards ("RSAs")
Activity in the Company's non-vested RSAs was as follows:
Number of RSAs Weighted Average Grant Date Fair Value
Nonvested as of 31 December 2024 2,397,452 $1.23
Granted 977,936 1.89
Vested (670,884) 1.43
Cancelled/Forfeited (305,022) 1.13
Nonvested as of 30 June 2025 2,399,482 $1.86
Nonvested as of 31 December 2023 2,188,944 1.19
Granted 703,737 1.43
Vested - -
Cancelled/Forfeited - -
Nonvested as of 30 June 2024 2,892,681 $1.40
Stock Appreciation Rights ("SARs")
SARs are not issued shares or committed shares to be issued and therefore do
not count against the total number of shares that can be issued under the
Omnibus Plan. Upon exercise of a SAR, the Company shall pay the grantee in
cash an amount equal to the excess of the fair market value of a share of
stock on the effective date of exercise in excess of the exercise price of the
SAR. This cash settlement feature requires the SARs to be classified as a
liability and remeasured at each reporting period. The SARs vest over a
three-year period with one-third vesting each year after the grant date. The
fair value of each SAR granted is estimated using a Black-Scholes
option-pricing model and the fair value is adjusted at each reporting period.
As of 30 June 2025, 2024, and 31 December 2024, the total liability recorded
was $992,000, $336,000 and $668,000 respectively.
The fair value of the SARs was calculated as follows as of:
(Unaudited) (Audited)
Six months ended 30 June Year ended
2025 2024 31 December 2024
Estimated dividend yield 4.0 % 10.0 % 4.0%
Expected stock price volatility 40.0 % 45.0 % 45.0%
Risk-free interest rate 3.7% to 3.8% 4.4% to 4.5% 4.4% to 4.5%
Expected life of instrument (in years) 2.4 to 3.8 years 3.4 to 4.8 years 2.9 to 3.9 years
Weighted-average fair value per share $0.71 $0.33 $0.51
Activity in the Company's SARs was as follows for the period ended 30 June
2025 and year ended 31 December 2024:
Number of Shares Weighted Average Exercise Price
Outstanding as of 31 December 2023 (Audited) 1,760,000 $1.70
Granted - -
Exercised - -
Cancelled/Forfeited (55,000) 1.67
Outstanding as of 31 December 2024 (Audited) 1,705,000 $1.61
Granted - -
Exercised - -
Cancelled/Forfeited (150,000) $(1.83)
Outstanding as of 30 June 2025 (Unaudited) 1,555,000 $1.83
Exercisable as of 30 June 2025 1,555,000 $1.83
Vested and expected to vest as of 30 June 2025 (Unaudited) 1,028,351 $1.83
The amount of the future expense for all SARs issued will depend upon the
value of the Company's common stock and other factors at each future reporting
date.
NOTE 15. INCOME TAXES
For interim periods, the Company recognizes an income tax expense (benefit)
based on an estimated annual effective tax rate ("EAETR"), calculated on a
worldwide consolidated basis, expected for the entire year. The interim annual
estimated effective tax rate is based on the statutory tax rates then in
effect, as adjusted for estimated changes in estimated permanent differences
and excludes certain discrete items whose tax effect, when material, are
recognized in the interim period in which they occur. These changes in
permanent differences and discrete items result in variances to the effective
tax rate from period to period. The Company's estimated annual effective tax
rate changes throughout the year as on-going estimates of Pre-Tax Income, and
changes in permanent differences are revised, as discrete items occur, as well
as due to the impact of additional business combinations.
For the six months ended 30 June 2025, the Company recognized an income tax
(benefit) expense of approximately $4,088,000. The Company's effective tax
rate was (33.3)% after discrete items for the six months ended 30 June 2025.
For the six months ended 30 June 2024, the Company recognized an income tax
expense of approximately $3,707,000. The Company's effective tax rate was
(53.9)% after discrete items for the six months ended 30 June 2024.
For the year ended 31 December 2024, the Company recognized an income tax
benefit of approximately $6,544,800. The Company's effective tax rate was
37.6% after discrete items for the year ended 31 December 2024.
The effective tax rates for the periods differed from the federal statutory
rate of 21% primarily due to state taxes, GAAP compensation incurred that is
not deductible for tax purposes, as well as other items related to prior
periods' business combinations that generate permanent book/tax differences.
On 4 July 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law
in the U.S., which contains a broad range of tax reform provisions affecting
businesses. The Company is currently evaluating the full effects of these
legislative changes.
NOTE 16. FAIR VALUE MEASUREMENT
The following table presents a summary of the Company's liabilities that are
measured at fair value on a recurring basis by their respective fair value
hierarchy level as of 30 June 2025:
Level 1 Level 2 Level 3
Other liabilities $- $- $6,608,118
Contingent consideration - - 15,426,163
Total liabilities $- $- $22,034,281
The following table presents a summary of the Company's liabilities that are
measured at fair value on a recurring basis by their respective fair value
hierarchy level as of 30 June 2024:
Level 1 Level 2 Level 3
Other liabilities $- $- $2,860,815
Contingent consideration - - 11,228,995
Total liabilities $- $- $14,089,810
The following table presents a summary of the Company's liabilities that are
measured at fair value on a recurring basis by their respective fair value
hierarchy level as of 31 December 2024:
Level 1 Level 2 Level 3
Other liabilities $- $- $4,879,600
Contingent consideration - - 10,896,061
Total liabilities $- $- $15,775,661
The carrying values of cash, contract receivables, and accounts payable and
accrued expenses at 30 June 2025, 2024 and 31 December 2024 approximated their
fair value due to the short maturity of these instruments.
Financial Instruments that are Measured at Fair Value on a Recurring Basis
Contingent Consideration
The fair value of contingent consideration from the Company's acquisitions
were measured using Level 3 inputs.
The following table summarized the change in fair value, as determined by
Level 3 inputs, for the contingent consideration using the unobservable Level
3 inputs for the six months ended 30 June 2025 as follows:
Balance at 31 December 2024 (Audited) $ 10,896,061
Fair value at issuance 2,482,942
Payout of contingent consideration (728,824)
Change in fair value 2,676,344
Effect of currency translation adjustment 99,640
Balance at 30 June 2025 (Unaudited) $15,426,163
The following table summarized the change in fair value, as determined by
Level 3 inputs, for the contingent consideration using the unobservable Level
3 inputs for the six months ended 30 June 2024 as follows:
Balance at 31 December 2023 (Audited) $6,919,625
Fair value at issuance 3,755,043
Cash and stock payout of contingent consideration (1,709,250)
Change in fair value 2,263,577
Effect of currency translation adjustment -
Balance at 30 June 2024 (Unaudited) $11,228,995
The following table summarized the change in fair value, as determined by
Level 3 inputs, for the contingent consideration using the unobservable Level
3 inputs for the year ended 31 December 2024 as follows:
Balance at 31 December 2023 (Audited) $6,919,625
Fair value at issuance 3,798,077
Cash and stock payout of contingent consideration (1,709,250)
Change in fair value 1,909,750
Effect of currency translation adjustment (22,141)
Balance at 31 December 2024 (Audited) $10,896,061
The estimated fair value of contingent consideration is calculated by Monte
Carlo simulations utilize estimates including; expected volatility of future
operating results, discount rates applicable to future results, and expected
growth rates.
Other Liabilities
The fair value of other liabilities, comprising of post-combination
compensation obligations of the Company, relates to various acquisitions. The
estimated fair value of other liabilities is calculated by Monte Carlo
simulations utilize estimates including; expected volatility of future
operating results, discount rates applicable to future results, and expected
growth rates.
The following table summarized the change in fair value, as determined by
Level 3 inputs, for the other liabilities using the Level 3 inputs for the six
months ended 30 June 2025 as follows:
Balance at 31 December 2024. $4,879,600
Fair value at issuance 595,837
Accretion of liability 1,257,762
Payout of post combination compensation (1,337,640)
Change in fair value 1,212,559
Balance at 30 June 2025 $6,608,118
The following table summarized the change in fair value, as determined by
Level 3 inputs, for the other liabilities using the Level 3 inputs for the six
months ended 30 June 2024 as follows:
Balance at 31 December 2023 $2,119,834
Fair value at issuance -
Accretion of liability 1,091,356
Payout of post combination compensation (706,654)
Change in fair value 356,279
Balance at 30 June 2024 $2,860,815
The following table summarized the change in fair value, as determined by
Level 3 inputs, for the other liabilities using the Level 3 inputs for the
year ended 31 December 2024 as follows:
Balance at 31 December 2023 $2,119,834
Fair value at issuance 348,209
Accretion of liability 2,424,378
Payout of post combination compensation (981,750)
Change in fair value 1,253,499
Balance at 31 December 2024 $(284,570)
Financial Instruments that are not Measured at Fair Value on a Recurring Basis
The Notes Payable of the Company are subject to a variable interest rate and
as such, the carrying amount closely approximates the fair value of this
instrument.
Non-financial Assets and Liabilities that are Measured at Fair Value on a
Nonrecurring Basis
Certain non-financial assets are measured at fair value on a nonrecurring
basis, primarily goodwill, intangible assets (Level 3 fair value measurements)
and right-of-use lease assets (Level 2 fair value measurement). Accordingly,
these assets are not measured and adjusted to fair value on an ongoing basis
but are subject to periodic evaluations for potential impairment.
NOTE 17. ACQUISITION
On 24 January 2025, the Company entered into a binding agreement ("TrailRunner
Agreement") to acquire TrailRunner International LLC and its international
entities (collectively, the "TrailRunner Seller" or "TrailRunner"), a
Texas-based global communications advisory firm. At the closing of the
transaction, the Company agreed to pay the TrailRunner Seller cash in the
amount of approximately $28,208,000 and issue 2,966,138 shares of the
Company's common stock to the TrailRunner Seller at an aggregate fair value of
approximately $5,233,000.
In addition, there are additional contingent payments that the TrailRunner
Seller can earn in the future depending on certain operating results that are
achieved. The total additional amount of consideration that the Company could
be required to pay to the TrailRunner Seller is $37,000,000. The Company
remitted the funds to the TrailRunner Seller on 31 March 2025 but the
effective date of the transaction was 1 April 2025.
Reasons for the acquisition
The Company acquired TrailRunner to expand the Company's ability to provide a
distinct suite of corporate communication capabilities and enhance its global
footprint. TrailRunner has eight office locations across the United States,
United Kingdom, Middle East, and Asia.
Accounting for the acquisition
The acquisition of TrailRunner was accounted for as a business combination and
reflects the application of acquisition accounting in accordance with ASC 805,
Business Combinations ("ASC 805"). The acquired assets, including identifiable
intangible assets and liabilities assumed, have been recorded at their
estimated fair values.
Purchase consideration
The Company determined that certain consideration provided to TrailRunner does
not qualify as purchase consideration in accordance with the guidance of ASC
805. The Company determined that the purchase consideration consists of the
amount of cash and share payments owed to TrailRunner that are not subject to
a vesting or claw back provision that is directly linked to the continued
employment of the TrailRunner Seller. The total preliminary purchase
consideration consisted of the following amounts as of 30 June 2025:
Cash paid $(18,607,114)
Common stock issued (1,190,012)
Contingent consideration (2,482,942)
Total $(22,280,068)
The contingent consideration allocated as purchase consideration consists of
the amount of the estimated fair value of the projected future payments that
are not subject to vesting or claw back provisions tied to continued
employment.
Preliminary purchase price allocation
The purchase price allocation is preliminary and subject to change during its
measurement period. The Company has not yet completed its evaluation and
determination of certain assets acquired and liabilities assumed, primarily
(i) the final valuation of intangible assets, and (ii) the final assessment
and valuation of certain other assets acquired and liabilities assumed which
could also impact goodwill during the measurement period. Although not
expected to be significant, such adjustments may result in changes in the
valuation of assets and liabilities acquired.
The preliminary allocation of the purchase consideration resulted in the
following amounts being allocated to the assets acquired and liabilities
assumed as of the purchase date of 1 April 2025, based on their respective
estimated fair values is summarized below:
Cash acquired $84,840
Accounts receivable 758,439
Other current assets 171,891
Property and equipment 26,574
Right of use asset 2,066,584
Customer relationships 8,864,000
Tradename 2,632,000
Noncompete agreements 786,000
Deferred tax asset 9,247,711
Goodwill 80,124
Accounts payable and accrued expenses (371,511)
Operating lease liability (2,066,584)
Total preliminary purchase price $22,280,06
The preliminary fair value of the identified definite-lived intangible assets
was as follows:
Definite-lived Weighted-average useful life
intangible assets (in years) Amount
Customer relationship 7 $8,864,000
Noncompete agreements 5 $786,000
The preliminary fair value of customer relationships was determined using the
income approach, which requires management to estimate a number of factors for
each reporting unit, including projected future operating results and discount
rates. The fair value of the trade names was determined using the relief from
royalty method. The fair value of noncompete agreements was determined using
an income approach method, which requires management to estimate a number of
factors related to the expected future cash flows of TrailRunner and the
potential impact and probability of competition, assuming such noncompete
agreements were not in place.
The preliminary fair value of the contingent consideration was performed
using Monte Carlo simulations to estimate the achievement and amount of
certain future operating results. The Monte Carlo simulations utilize
estimates including; expected volatility of future operating results, discount
rates applicable to future results, and expected growth rates. The table below
provides the significant inputs to the calculation of the contingent
consideration as of the acquisition date:
Significant unobservable input Range
Discount rate for credit risk and time value 5.0% to 5.3%
Discount rate applicable to future annual EBITDA 14.2% to 15.7%
Expected volatility of future annual EBITDA 31.0% to 33.0%
Forecasted growth rate 3.0% to 13.6%
NOTE 18. SEGMENT REPORTING
The Company determined that its business is conducted across three reportable
segments as of 30 June 2025 as follows: Government Relations Consulting,
Corporate Communications & Public Affairs Consulting and Compliance and
Insights Services.
• Government Relations Consulting services (which is also commonly
referred to as "lobbying") include advocacy, strategic guidance, political
intelligence and issue monitoring at the United States federal and state
levels and in the United Kingdom through our offices in London;
• Corporate Communications & Public Affairs Consulting
services include crisis communications, financial communications and investor
relations, litigation support, community relations, social and digital media,
public opinion research, branding and messaging, and relationship marketing,
across the United States and internationally through our offices in London,
Shanghai, Abu Dhabi, and Dubai; and
• Compliance and Insights Services include lobbying compliance
services and legislative tracking.
The Chief Operating Decision Maker ("CODM"), being its Chief Executive
Officer, is not regularly provided assets on a segment basis since it is not
used to allocate resources and assess performance for each of the segments;
therefore, total segment assets have not been disclosed. In addition, for the
six months ended 30 June 2025 and 2024, revenues in each of the three segments
were primarily attributable the United States operations as there were no
other countries from which the Company derived segment revenues that exceeded
10% of that segment.
The following tables present segment information by revenues, significant
expenses consisting of staff costs and non-staff costs and Adjusted Pre-Bonus
EBITDA by segment, and a reconciliation to the consolidated net loss before
income taxes for each of the six months ended 30 June 2025 and 2024.
For the six months ended 30 June 2024, the segment information has been recast
to conform to the 2025 segment information.
(Unaudited)
Six months ended 30 June 2025
Government Relations Consulting Corporate Communications Compliance and Insights Services Total
& Public Affairs Consulting
Revenue $53,464,933 $28,156,458 $6,277,362 $87,898,753
Costs and expenses:
Staff costs 24,898,080 16,727,586 2,586,231 44,211,897
Non-staff costs 4,324,586 4,185,829 286,267 8,796,682
Segment Adjusted Pre-Bonus EBITDA $24,242,267 $7,243,043 $3,404,864 34,890,174
Reconciliation to net loss before income taxes:
Unallocated bonuses (6,882,805)
Unallocated corporate level expenses (6,815,236)
Depreciation (92,921)
Share-based accounting charge (14,837,900)
Post-combination compensation charges (8,775,569)
Long term incentive program charges (2,651,000)
Change in contingent consideration (2,676,344)
Amortization of intangibles (2,956,261)
Loss from operations (10,797,862)
Interest, net (1,437,834)
Other expense (22,275)
Net loss before income taxes (12,257,971)
Income tax expense 4,088,000
Net loss after income taxes $(16,345,971)
(Unaudited)
Six months ended 30 June 2024
Government Relations Consulting Corporate Communications Compliance and Insights Services Total
& Public Affairs Consulting
Revenue $50,329,291 $15,537,284 $5,267,320 $71,133,895
Costs and expenses:
Staff costs 23,271,146 10,941,403 2,399,577 36,612,126
Non-staff costs 3,920,859 2,750,206 311,653 6,982,718
Segment Adjusted Pre-Bonus EBITDA $23,137,286 $1,845,675 $2,556,090 27,539,051
Reconciliation to net loss before income taxes:
Unallocated bonuses (3,393,606)
Unallocated corporate level expenses (6,905,347)
Depreciation (62,519)
Share-based accounting charge (15,194,000)
Post-combination compensation charges (5,120,298)
Long term incentive program charges (1,363,000)
Change in contingent consideration (2,263,577)
Amortization of intangibles (2,075,166)
Loss from operations (8,838,462)
Gain on bargain purchase 2,463,927
Interest, net (499,999)
Net loss before income taxes (6,874,534)
Income tax expense 3,706,956
Net loss after income taxes $(10,581,490)
(Audited)
Year Ended 31 December 2024
Government Relations Public Affairs Compliance and Insights Services Total
Revenue $102,463,869 $36,405,430 $10,694,008 $149,563,307
Less significant expenses:
Staff costs 47,341,565 23,419,061 4,893,449 75,654,075
Non-staff costs 8,172,581 5,202,751 702,469 14,077,801
Segment Adjusted Pre-Bonus EBITDA $46,949,723 $7,783,618 $5,098,090 59,831,431
Reconciliation to net loss before income taxes:
Unallocated bonuses (10,374,636)
Unallocated corporate level expenses (13,328,121)
Depreciation (136,121)
Share-based accounting charge retained pre-UK IPO shares (31,803,600)
Post-combination compensation charges (11,598,647)
Long term incentive program charges (4,162,000)
Change in contingent consideration (1,909,750)
Amortization of intangibles (4,671,178)
Loss from operations (18,152,622)
Gain on bargain purchase 2,463,927
Interest, net (1,723,449)
Net loss before income taxes (17,412,144)
Income tax expense 6,544,800
Net loss after income taxes $(23,956,944)
NOTE 19. SUBSEQUENT EVENTS
During July 2025, the Company entered into term note agreement with certain
employees totaling $500,000.
On 1 August 2025, the Company acquired Pine Cove Capital, LLC, a premier
Texas-based strategic consulting firm for an initial consideration of $3.0
million and a total potential consideration of $13.0 million.
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