Continued Revenue Growth and Disciplined M&A Execution in First Half of 2026; Raises Full Year 2026 Guidance to Reflect Recent Acquisitions
- H1 2026 revenue growth of 16.3% with organic revenue growth of 4.4%, compared to H1 2025
- Completed one acquisition in H1 2026; post-period, completed two acquisitions
- Dividend of
$7.0 million paid in Q2 on 2025 results, one of two semi-annual payments - Net Debt remains low at
$5.2 million in Q2 (Q1:$1.8 million )
Q2 2026 Financial Highlights
- Revenue increased 7.3% over Q2 2025 to
$52.1 million - Organic revenue growth of 3.9% over Q2 2025
- GAAP net loss of
$3.7 million , an improvement of 34.8% compared to$5.7 million in Q2 2025 - Adjusted EBITDA of
$12.3 million , down 4.4% over Q2 2025, achieved at a 23.5% margin; — reflecting a particularly strong prior-year comparable period, incremental public company costs incurred following theJanuary 2026 U.S. IPO, and, to a lesser extent, a shift in business mix - Adjusted Net Income of
$10.6 million , down 11.0% over Q2 2025 - GAAP basic and diluted loss per share of
$0.19 an improvement as compared to$0.44 in Q2 2025 - Adjusted EPS, fully diluted of
$0.34 compared to$0.45 in Q2 2025, reflecting the higher share count followingJanuary 2026 U.S. IPO
H1 2026 Financial Highlights
- Revenue increased 16.3% over H1 2025 to
$102.3 million - Organic Revenue growth of 4.4% over H1 2025
- GAAP Net Loss of
$15.2 million compared to$16.3 million in H1 2025 - Adjusted EBITDA of
$23.4 million , up 9.3% over H1 2025, achieved at a 22.9% margin - Adjusted Net Income of
$17.9 million , up 15.3% over H1 2025 - GAAP Basic and diluted loss per share of
$0.68 an improvement as compared to$1.06 in H1 2025 - Adjusted EPS, fully diluted of
$0.59 compared to$0.60 in H1 2025, reflecting the higher share count following theJanuary 2026 U.S. IPO
Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA Incl. M&A expense, Adjusted net income, Adjusted EPS, fully diluted, Organic Revenue Growth and Adjusted Free Cash Flow, are non-GAAP financial measures, as defined and reconciled to the nearest related GAAP measure below.
"Our performance in the first half of 2026 demonstrates the strength of the platform we have built. Our clients operate in an increasingly complex political, regulatory and reputational environment; one in which swift access to senior, integrated counsel across multiple spheres of influence matters more than ever. Our strategy of building a diversified yet complementary group of firms, offering premier counsel across key US and European markets, differentiates PPHC and continues to win us high-value mandates.
"The first half reflected that positioning, with H1 revenue and profit growth year-over-year and continued momentum across the business. Our revenue base remains highly diversified, and we ended the period serving approximately 1,500 clients, including representations of approximately half of the Fortune 100. We now cover every area in strategic communications across our key global markets, providing a strong foundation for further organic growth. At the same time, our pipeline of acquisition opportunities and of senior talent remains strong. With a growing and resilient platform and an active M&A program, we enter the second half with confidence."
"PPHC enters the second half of 2026 from a position of financial strength. Our first-half performance reflects continued revenue growth, Adjusted EBITDA growth with margins improving sequentially from Q1 to Q2, while the proceeds from our
Financial Outlook
For full year 2026, PPHC is raising its guidance to reflect the expected in-year contribution of the acquisitions completed and announced in YTD 2026:
- Revenue in the range of
$213 million to$216 million (previously$205 million to$209 million ) - Adjusted EBITDA in the range of
$48.5 million to$50.5 million (previously$46 million to$48 million ), reflecting an adjusted margin between 22.5% and 23.5% (previously 22% to 23%) - Organic Revenue Growth of approximately 5%, unchanged
The increase in guidance is attributable to completed and announced acquisitions; the Company's outlook for the underlying business is unchanged. Guidance continues to exclude the impact of any future acquisitions. The Company does not provide a reconciliation of forward-looking non-GAAP measures to the most directly comparable GAAP measures because the reconciling items, including acquisition-related charges, share-based accounting charges and changes in the fair value of contingent consideration, cannot be reasonably predicted without unreasonable effort.
Operational Highlights
- Significant progress in line with the Group’s stated growth strategy, with earnings-accretive acquisitions and senior hires adding complementary services and expertise for the Group’s international client base:
- Completed the acquisition of
Westminster Policy Partners Limited (“WPI”) onApril 1, 2026 , expanding Group-wide capabilities in economic and policy research and providing cross-referral revenue opportunities. - Post-period end, completed the acquisition of
Tancredi Intelligent Communication Ltd (“Tancredi”) onJuly 1, 2026 , adding financial, corporate and litigation communications expertise as the first member ofTrailRunner Group , the Group’s corporate and financial communications platform, and expanding international operations inLondon andMilan . - Post-period end, completed the acquisition of
The Advocacy Partners onAugust 1, 2026 , one ofFlorida's pre-eminent government relations firms, completing a coast-to-coast state government relations affairs footprint. - Strengthened senior talent with significant new hires in Government Relations, Corporate Communications, and Public Affairs.
- Revenue diversification further enhanced with the top 10 Group clients representing 7.5% of revenue in H1 2026 (H1 2025: 9.4%). Revenue mix by segment also diversified further, with the
Corporate Communications & Public Affairs segment, the Group's second largest reporting segment, growing to represent 35.7% of total revenue in H1 2026 (H1 2025: 32.0%). - Grew the client base to approximately 1,500, including representations of approximately half of the Fortune 100 and many more via trade associations, reflecting continued high retention and new-business generation.
- The Group ended H1 2026 with 476 employees (H1 2025: 447).
2026 Segment Results
Government Relations Consulting grew at 9.8% for H1 2026, as compared to H1 2025 as a consequence of continued organic growth of 6.3% in tandem with the acquisitions ofPine Cove Strategies, LLC ("Pine Cove") (completedJuly 11, 2025 ) and WPI (completedApril 1, 2026 ). The margin of Segment Adjusted pre-bonus EBITDA marginally increased to 46.7%, reflecting the consistent pricing of retainer contracts both atU.S . Federal and State level.Corporate Communications & Public Affairs Consulting increased by 29.5% for H1 2026, as compared to H1 2025, driven by the impact of the acquisitions ofTrailRunner International, LLC ("TrailRunner") (completedApril 1, 2025 ) and WPI (completedApril 1, 2026 ), offset by slow organic growth, which was down 0.9%. The margin of Segment Adjusted pre-bonus EBITDA decreased by 0.9pts to 24.8% in H1 2026, reflecting the inclusion of acquired revenues, representing operating margins that are lower than the Group's average.- Compliance and Insights Services continued its strong growth at 12.8% for H1 2026, as compared to H1 2025 (reported and organic) as a result of high renewal rates, price increases, and new client wins, reflective of a unique and high value-added offering. The margin of Segment Adjusted pre-bonus EBITDA was 50.2%, reflecting the strong pricing of subscription-based contracts in this area, in combination with the increased use of technology in servicing our clients.
Conference Call Webcast Information
PPHC management will host a conference call to discuss the Company’s financial results today at
Date:
Time:
Webcast: Participants may access the conference call via live webcast at https://edge.media-server.com/mmc/p/mxsggmoi
Dial-in: To participate via telephone, please register in advance and receive a unique PIN at https://register-conf.media-server.com/register/BI39227e4481c34165806143b77781608f
A replay of the webcast of the conference call will be available on the Investor Relations section of the Company’s website at investors.pphcompany.com.
This announcement contains inside information under the
About PPHC
Incorporated in 2014, PPHC is a global strategic communications platform that supports clients in enhancing and defending their reputations, advancing policy objectives, managing regulatory risk, and engaging with federal and state-level policymakers, stakeholders, media, and the public.
Engaged by approximately 1,500 clients, including companies, trade associations and non-governmental organizations, PPHC is active in all major sectors of the economy, including healthcare and pharmaceuticals, financial services, energy, technology, telecoms and transportation.
With operations across
For more information, visit www.pphcompany.com.
Financial Review
Certain monetary amounts, percentages and other figures included elsewhere in this earnings release have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
Adjusted Profit & Loss Statement
| (Amounts in millions, except per share data) | |||||||||||||||||||||||||||||
| Three months ended | Six Months ended | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Revenue | $ | 52.1 | $ | 48.6 | $ | 3.6 | 7.3 | % | $ | 102.3 | $ | 87.9 | $ | 14.4 | 16.3 | % | |||||||||||||
| GAAP Net loss | (3.7 | ) | (5.7 | ) | 2.0 | 34.8 | % | (15.2 | ) | (16.3 | ) | 1.1 | 6.8 | % | |||||||||||||||
| Adjusted EBITDA | 12.3 | 12.8 | (0.6 | ) | (4.4 | )% | 23.4 | 21.4 | 2.0 | 9.3 | % | ||||||||||||||||||
| Adjusted EBITDA margin | 23.5 | % | 26.4 | % | (2.9)pts | 22.9 | % | 24.4 | % | (1.5)pts | |||||||||||||||||||
| M&A expense | (0.8 | ) | (0.1 | ) | (0.7 | ) | (883.1 | )% | (1.1 | ) | (0.3 | ) | (0.8 | ) | (281.4 | )% | |||||||||||||
| Adjusted EBITDA incl M&A expense | 11.5 | 12.7 | (1.3 | ) | (10.1 | )% | 22.4 | 21.2 | 1.2 | 5.8 | % | ||||||||||||||||||
| Depreciation | (0.1 | ) | (0.1 | ) | (0.0 | ) | (5.4 | )% | (0.1 | ) | (0.1 | ) | (0.0 | ) | (5.3 | )% | |||||||||||||
| Adjusted EBIT | 11.4 | 12.7 | (1.3 | ) | (10.2 | )% | 22.3 | 21.1 | 1.2 | 5.8 | % | ||||||||||||||||||
| Net interest | (0.5 | ) | (0.8 | ) | 0.4 | 43.7 | % | (1.3 | ) | (1.4 | ) | 0.2 | 12.4 | % | |||||||||||||||
| Adjusted EBT | 10.9 | 11.9 | (0.9 | ) | (7.8 | )% | 21.0 | 19.6 | 1.4 | 7.1 | % | ||||||||||||||||||
| Taxes | (0.4 | ) | 0.0 | (0.4 | ) | (1545.8 | )% | (3.1 | ) | (4.1 | ) | 1.0 | 24.4 | % | |||||||||||||||
| Effective tax rate | 3.2 | % | (0.2 | )% | 3.4pts | 14.7 | % | 20.8 | % | (6.1)pts | |||||||||||||||||||
| Adjusted Net Income | $ | 10.6 | $ | 11.9 | $ | (1.3 | ) | (11.0 | )% | $ | 17.9 | $ | 15.6 | $ | 2.4 | 15.3 | % | ||||||||||||
| Adjusted Net Income margin | 20.3 | % | 24.5 | % | (4.2)pts | 17.5 | % | 17.7 | % | (0.2)pts | |||||||||||||||||||
| GAAP basic and diluted loss per share | $ | (0.19 | ) | $ | (0.44 | ) | $ | 0.24 | 55.6 | % | $ | (0.68 | ) | $ | (1.06 | ) | $ | 0.39 | 36.3 | % | |||||||||
| Adjusted EPS ($) (basic) | $ | 0.36 | $ | 0.48 | $ | (0.12 | ) | (25.6 | )% | $ | 0.63 | $ | 0.64 | $ | (0.01 | ) | (1.8 | )% | |||||||||||
| Adjusted EPS ($) (fully diluted) | $ | 0.34 | $ | 0.45 | $ | (0.12 | ) | (25.4 | )% | $ | 0.59 | $ | 0.60 | $ | (0.01 | ) | (1.5 | )% | |||||||||||
Bridge from Adjusted to Reported Results
| (Amounts in millions, except percentages) | |||||||||||||||||||||||||||||
| Three months ended | Six months ended | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Adjusted Net Income | $ | 10.6 | $ | 11.9 | $ | (1.3 | ) | (11.0 | )% | $ | 17.9 | $ | 15.6 | $ | 2.4 | 15.3 | % | ||||||||||||
| Share-based accounting charge | (7.4 | ) | (7.4 | ) | 0.0 | 0.4 | % | (14.6 | ) | (14.8 | ) | 0.2 | 1.3 | % | |||||||||||||||
| M&A: Post-combination compensation | (4.2 | ) | (5.3 | ) | 1.1 | 21.4 | % | (7.0 | ) | (8.8 | ) | 1.7 | 19.8 | % | |||||||||||||||
| M&A: bargain purchase charge | 0.8 | — | 0.8 | — | 0.9 | — | 0.9 | — | |||||||||||||||||||||
| M&A: change in contingent consideration | (0.9 | ) | (1.7 | ) | 0.8 | 47.3 | % | (7.2 | ) | (2.7 | ) | (4.5 | ) | (168.8 | )% | ||||||||||||||
| Long Term Incentive Program charges | (1.1 | ) | (1.5 | ) | 0.5 | 30.0 | % | (2.0 | ) | (2.7 | ) | 0.6 | 23.3 | % | |||||||||||||||
| Amortization intangibles | (1.6 | ) | (1.7 | ) | 0.1 | 6.8 | % | (3.2 | ) | (3.0 | ) | (0.2 | ) | (6.7 | )% | ||||||||||||||
| Other income, net | (0.1 | ) | $ | — | (0.1 | ) | — | (0.0 | ) | 0.0 | (0.0 | ) | (290.2 | )% | |||||||||||||||
| Net Income (Reported) | $ | (3.7 | ) | $ | (5.7 | ) | $ | 2.0 | 34.8 | % | $ | (15.2 | ) | $ | (16.3 | ) | $ | 1.1 | 6.8 | % | |||||||||
Management reviews the progress and performance of its business on the basis of the Adjusted Net Income shown above. The items excluded from the Adjusted Net Income above, while included in our GAAP results, have been shown in the Bridge above. These excluded items do not have a cash impact, nor do they reflect management’s view of the ongoing performance of the underlying business. Please refer to the section ‘basis of preparation’ for a discussion of each of the non-cash items excluded from Adjusted Net Income.
Revenue
| ($ in millions, except percentages) | |||||||||||||||||
| Three months ended | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Revenue from acquisitions | Organic revenue | Total revenue | Total revenue | Organic Revenue Growth(1) | Total Growth | ||||||||||||
| $ | 1.0 | $ | 29.3 | $ | 30.4 | $ | 27.3 | 7.4 | % | 11.2 | % | ||||||
| 0.6 | 17.6 | 18.2 | 18.1 | (3.2 | )% | 0.1 | % | ||||||||||
| Compliance and Insights Services | — | 3.6 | 3.6 | 3.1 | 14.8 | % | 14.8 | % | |||||||||
| Total | $ | 1.7 | $ | 50.5 | $ | 52.1 | $ | 48.6 | 3.9 | % | 7.3 | % | |||||
| ($ in millions, except percentages) | |||||||||||||||||
| Six months ended | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Revenue from acquisitions | Organic revenue | Total revenue | Total revenue | Organic Revenue Growth(1) | Total Growth | ||||||||||||
| $ | 1.9 | $ | 56.8 | $ | 58.7 | $ | 53.5 | 6.3 | % | 9.8 | % | ||||||
| 8.6 | 27.9 | 36.5 | 28.2 | (0.9 | )% | 29.5 | % | ||||||||||
| Compliance and Insights Services | — | 7.1 | 7.1 | 6.3 | 12.8 | % | 12.8 | % | |||||||||
| Total | $ | 10.5 | $ | 91.8 | $ | 102.3 | $ | 87.9 | 4.4 | % | 16.3 | % | |||||
| ($ in millions, except percentages) | |||||||||||||||||||||||
| Three months ended | Six months ended | ||||||||||||||||||||||
| 2026 | 2025 | $ change | % change | 2026 | 2025 | $ change | % change | ||||||||||||||||
| $ | 48.1 | $ | 46.3 | $ | 1.8 | 4.0 | % | $ | 95.5 | $ | 84.0 | $ | 11.5 | 13.7 | % | ||||||||
| International | 4.0 | 2.3 | 1.7 | 74.8 | % | 6.8 | 3.9 | 2.9 | 73.8 | % | |||||||||||||
| Revenue by geographic market | $ | 52.1 | $ | 48.6 | $ | 3.6 | 7.3 | % | $ | 102.3 | $ | 87.9 | $ | 14.4 | 16.3 | % | |||||||
During the three months ended
During the six months ended
The Group's revenue realized outside of the
Profit
Long-term Profit
| (dollars in millions) | |||||||||||||||||||
| FY | FY | FY | FY | H1 | H1 | ||||||||||||||
| 2022 | 2023 | 2024 | 2025 | 2025 | 2026 | ||||||||||||||
| GAAP Net loss | $ | (15.0 | ) | $ | (14.2 | ) | $ | (24.0 | ) | $ | (39.0 | ) | $ | (16.3 | ) | $ | (15.2 | ) | |
| Adjusted EBITDA | $ | 31.5 | $ | 35.4 | $ | 38.6 | $ | 45.4 | $ | 21.4 | $ | 23.4 | |||||||
| Adjusted EBITDA margin | 29.0 | % | 26.2 | % | 25.8 | % | 24.3 | % | 24.4 | % | 22.9 | % | |||||||
| Adjusted net income | $ | 26.5 | $ | 27.7 | $ | 36.6 | $ | 15.6 | $ | 17.9 | |||||||||
| Adjusted net income margin | 19.6 | % | 18.5 | % | 19.6 | % | 17.7 | % | 17.5 | % | |||||||||
GAAP Net losses decreased from
The
Adjusted EBITDA for the six months ended
| Revenue and Profit by Segment | ($ in millions) | |||||||||||||||||||||
| Three months ended | Six Months ended | |||||||||||||||||||||
| 2026 | 2025 | % variance | 2026 | 2025 | % variance | |||||||||||||||||
| Government Relations | ||||||||||||||||||||||
| Revenue | $ | 30.4 | $ | 27.3 | 11.2 | % | $ | 58.7 | $ | 53.5 | 9.8 | % | ||||||||||
| Segment Adjusted pre-bonus EBITDA | $ | 14.5 | $ | 12.7 | 13.9 | % | $ | 27.4 | $ | 24.2 | 13.1 | % | ||||||||||
| Segment Adjusted pre-bonus EBITDA margin | 47.8 | % | 46.7 | % | 1.1 | pts | 46.7 | % | 45.3 | % | 1.3 | pts | ||||||||||
| Corporate Communications and Public Affairs | ||||||||||||||||||||||
| Revenue | $ | 18.2 | $ | 18.1 | 0.1 | % | $ | 36.5 | $ | 28.2 | 29.5 | % | ||||||||||
| Segment Adjusted pre-bonus EBITDA | $ | 4.3 | $ | 5.0 | (14.8 | )% | $ | 9.1 | $ | 7.2 | 25.1 | % | ||||||||||
| Segment Adjusted pre-bonus EBITDA margin | 23.5 | % | 27.6 | % | (4.1 | )pts | 24.8 | % | 25.7 | % | (0.9 | )pts | ||||||||||
| Compliance and Insights Services | ||||||||||||||||||||||
| Revenue | $ | 3.6 | $ | 3.1 | 14.8 | % | $ | 7.1 | $ | 6.3 | 12.8 | % | ||||||||||
| Segment Adjusted pre-bonus EBITDA | $ | 1.8 | $ | 1.7 | 4.7 | % | $ | 3.6 | $ | 3.4 | 4.5 | % | ||||||||||
| Segment Adjusted pre-bonus EBITDA margin | 50.3 | % | 55.1 | % | (4.9 | )pts | 50.2 | % | 54.2 | % | (4.0 | )pts | ||||||||||
| Total | ||||||||||||||||||||||
| Revenue | $ | 52.1 | $ | 48.6 | 7.3 | % | $ | 102.3 | $ | 87.9 | 16.3 | % | ||||||||||
| Segment Adjusted pre-bonus EBITDA | $ | 20.6 | $ | 19.5 | 5.7 | % | $ | 40.0 | $ | 34.9 | 14.7 | % | ||||||||||
| Segment Adjusted pre-bonus EBITDA margin | 39.5 | % | 40.1 | % | (0.6 | )pts | 39.1 | % | 39.7 | % | (0.6 | )pts | ||||||||||
| Non-allocated Corporate costs | $ | (4.3 | ) | $ | (2.9 | ) | 47.7 | % | $ | (8.7 | ) | $ | (6.6 | ) | (31.9 | )% | ||||||
| Non-allocated Corporate costs % of revenue | (8.2 | )% | (6.0 | )% | (2.3 | )% | (8.5 | )% | (7.5 | )% | (1.0 | )pts | ||||||||||
| Non-allocated Bonus | (4.0 | ) | (3.7 | ) | 7.8 | % | (7.9 | ) | (6.9 | ) | (15.2 | )% | ||||||||||
| Non-allocated Bonus % of revenue | (7.7 | )% | (7.7 | )% | — | pts | (7.8 | )% | (7.8 | )% | 0.1 | pts | ||||||||||
| Adjusted EBITDA | $ | 12.3 | $ | 12.8 | (4.4 | )% | $ | 23.4 | $ | 21.4 | 9.3 | % | ||||||||||
| Adjusted EBITDA margin | 23.5 | % | 26.4 | % | (2.9 | )pts | 22.9 | % | 24.4 | % | (1.5 | )pts | ||||||||||
| GAAP net loss | $ | (3.7 | ) | $ | (5.7 | ) | (34.8 | )% | $ | (15.2 | ) | $ | (16.3 | ) | (6.8 | )% | ||||||
For a reconciliation between Adjusted EBITDA and GAAP net loss, see the Adjusted Profit & Loss Statement and the Bridge from Adjusted to Reported Results.
Segment Adjusted pre-bonus EBITDA increased from
Non-allocated bonus increased from
Non-allocated corporate costs went up from
Other
The Group’s net finance costs for the three and six months ended
The income tax expense accrual for the three months ended
The income tax expense accrual for the six months ended
After interest and taxes, the Group’s Adjusted Net Income for the three months ended
The Group ended Q2 2025 with 447 employees and on
Cash Flow
PPHC's GAAP Cash Flow statement has certain acquisition-related payments included in the Cash provided by (used in) Operating Activities and in the Cash provided by Financing Activities, as a consequence of certain acquisition payments being made subject to continued employment.
Consequently, in addition to our GAAP statement of cash flows, we use a non-GAAP liquidity measure, Adjusted Free Cash Flow, to evaluate our cash generation. Adjusted Free Cash Flow should be viewed as supplemental to, and not a substitute for, GAAP net cash provided by (used in) operating activities and total changes in cash and cash equivalents.
In general, the generation of Adjusted Free Cash Flow tends to be weighted towards the second half of the year, as a consequence of the payment of annual bonuses in the first half year.
The Group recorded Adjusted Free Cash Flow of
Conversion Cash flow from Operations to Adjusted Free Cash Flow and Summary of Cash Uses and Sources
| (Amount in millions, except percentages) | ||||||||||||||
| Six Months ended | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||
| Net cash used in operating activities - as reported | $ | (9.1 | ) | $ | (0.3 | ) | $ | (8.8 | ) | (3,155.4 | )% | |||
| Prepaid post-combination expense | 9.6 | 10.3 | (0.7 | ) | (7.2 | )% | ||||||||
| Change in other liability | 2.8 | 1.7 | 1.1 | 62.9 | % | |||||||||
| Change in contingent consideration | 1.4 | 0.0 | 1.4 | 51,139.4 | % | |||||||||
| Capex | (0.6 | ) | (0.1 | ) | (0.5 | ) | (580.3 | )% | ||||||
| Adjusted Free Cash Flow | 4.1 | 11.7 | (7.5 | ) | (64.5 | )% | ||||||||
| Cash paid for acquisitions, net of cash acquired | (0.6 | ) | (18.5 | ) | 17.9 | 96.7 | % | |||||||
| Acquisition Payments included in Cash flow from Operations | (13.8 | ) | (12.0 | ) | (1.8 | ) | (14.9 | )% | ||||||
| Acquisition Payments included in Cash flow from Financing | (0.3 | ) | — | (0.3 | ) | — | ||||||||
| Cash Flow related to acquisitions | (14.7 | ) | (30.6 | ) | 15.8 | 51.8 | % | |||||||
| Proceeds from notes payable | — | 24.0 | (24.0 | ) | (100.0 | )% | ||||||||
| Payment of debt issuance costs | — | (0.1 | ) | 0.1 | 100.0 | % | ||||||||
| Proceeds received for notes receivable - related parties | 0.4 | — | 0.4 | — | ||||||||||
| Principal payment of note payable | (4.9 | ) | (4.0 | ) | (0.9 | ) | (21.5 | )% | ||||||
| Cash Flow related to debt financing | (4.5 | ) | 19.9 | (24.4 | ) | (122.7 | )% | |||||||
| Dividends paid | (7.0 | ) | (5.8 | ) | (1.3 | ) | (22.1 | )% | ||||||
| Payment of deferred equity offering costs | (4.2 | ) | — | (4.2 | ) | — | ||||||||
| Proceeds from | 42.9 | — | 42.9 | — | ||||||||||
| Cash Flow related to equity financing | 31.7 | (5.8 | ) | 37.4 | 649.4 | % | ||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | (0.1 | ) | 0.0 | (0.1 | ) | (319.4 | )% | |||||||
| $ | 16.5 | $ | (4.7 | ) | $ | 21.2 | 447.5 | % | ||||||
Cash outflows related to acquisitions decreased from
Adjusted Free Cash Flow is a non-GAAP liquidity measure. It adjusts GAAP net cash provided by (used in) operating activities for acquisition-related and capital expenditure cash flows as described above. These are cash outflows that occur in connection with our acquisition strategy and ongoing investment needs, and Adjusted Free Cash Flow should not be construed as representing additional cash available for use.
Net debt position
PPHC's debt position on
| (Amounts in millions, except percentages) | |||||||||||
| 2026 | 2025 | 2025 | |||||||||
| Cash and cash equivalents as of end of period | $ | 36.9 | $ | 20.4 | $ | 9.8 | |||||
| Notes payable, long-term, net | (32.3 | ) | (37.9 | ) | (43.9 | ) | |||||
| Notes payable, current portion, net | (9.9 | ) | (9.1 | ) | (8.1 | ) | |||||
| Total Debt | $ | (42.2 | ) | $ | (47.0 | ) | $ | (52.0 | ) | ||
| Net debt at period-end | $ | (5.2 | ) | $ | (26.6 | ) | $ | (42.2 | ) | ||
Earnout obligations
As part of the typical structure applied for the acquisitions completed post-
In relation to these earnout payments, the Group has liabilities recorded of
In nominal terms, over the period 2026-2031, based on expected performance of each of the acquired companies, management anticipates having to make earnout payments of
The maximum earnout liability over that same period, which would only be reached if each acquisition meets very aggressive profit growth targets, would be
Revisions to these expectations, relative to those reported in prior periods, are attributable to the execution of actual earnout payments as well as to modifications in the financial forecasts of the acquired companies.
Estimated Earnout Liabilities – in Nominal Terms
| ($ in millions) | ||||||||||||||||||||
| Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | Total | ||||||||||||||
| Expected earnout payments in Cash | $ | 0.9 | $ | 4.9 | $ | 23.0 | $ | 3.1 | $ | 2.7 | $ | 0.6 | $ | 35.3 | ||||||
| Expected earnout payments in PPHC stock | — | 2.0 | 23.0 | 1.5 | 2.7 | 0.4 | 29.6 | |||||||||||||
| Expected earnout payments - total | $ | 0.9 | $ | 6.9 | $ | 46.0 | $ | 4.6 | $ | 5.5 | $ | 1.0 | $ | 64.9 | ||||||
| Maximum earnout payments in Cash | $ | 0.9 | $ | 15.8 | $ | 23.1 | $ | 17.2 | $ | 10.0 | $ | 3.6 | $ | 70.7 | ||||||
| Maximum earnout payments in PPHC stock | — | 7.3 | 23.1 | 9.8 | 10.0 | 2.4 | 52.6 | |||||||||||||
| Maximum earnout payments - total | $ | 0.9 | $ | 23.1 | $ | 46.3 | $ | 27.0 | $ | 20.0 | $ | 6.0 | $ | 123.3 | ||||||
Information per Share
| Share count in thousands | ||||||||||||||
| Three months ended | ||||||||||||||
| 2026 | 2025 | Share count / $ Change | % Change | |||||||||||
| # weighted avg shares - GAAP - basic and fully diluted | 24,951 | 17,183 | 7,768 | 45.2 | % | |||||||||
| # weighted avg shares - Legally outstanding - basic | 29,434 | 24,588 | 4,846 | 19.7 | % | |||||||||
| # weighted avg shares - Legally outstanding - fully diluted | 31,237 | 26,173 | 5,064 | 19.3 | % | |||||||||
| EPS - GAAP reported (basic and fully diluted) | $ | (0.19 | ) | $ | (0.44 | ) | $ | 0.24 | 55.6 | % | ||||
| Adjusted EPS - basic | $ | 0.36 | $ | 0.48 | $ | (0.12 | ) | (25.6 | )% | |||||
| Adjusted EPS - fully diluted | $ | 0.34 | $ | 0.45 | $ | (0.12 | ) | (25.4 | )% | |||||
| Share count in thousands | ||||||||||||||
| Six months ended | ||||||||||||||
| 2026 | 2025 | Share count / $ Change | % Change | |||||||||||
| # of shares period end - GAAP - basic and fully diluted | 25,270 | 17,338 | 7,932 | 45.7 | % | |||||||||
| # of shares period end - Legally outstanding - basic | 29,895 | 24,906 | 4,989 | 20.0 | % | |||||||||
| # of shares period end - Legally outstanding - fully diluted | 32,018 | 26,862 | 5,157 | 19.2 | % | |||||||||
| # weighted avg shares - GAAP - basic and fully diluted | 24,131 | 17,044 | 7,087 | 41.6 | % | |||||||||
| # weighted avg shares - Legally outstanding - basic | 28,527 | 24,285 | 4,242 | 17.5 | % | |||||||||
| # weighted avg shares - Legally outstanding - fully diluted | 30,271 | 25,839 | 4,432 | 17.2 | % | |||||||||
| EPS - GAAP reported (basic and fully diluted) | $ | (0.68 | ) | $ | (1.06 | ) | $ | 0.39 | 36.3 | % | ||||
| Adjusted EPS - basic | $ | 0.63 | $ | 0.64 | $ | (0.01 | ) | (1.8 | )% | |||||
| Adjusted EPS - fully diluted | $ | 0.59 | $ | 0.60 | $ | (0.01 | ) | (1.5 | )% | |||||
For the purpose of giving investors a useful view on Earnings Per Share ("EPS"), 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-
Note that the growth in the weighted average number of shares for the six months ended
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Forward-Looking Statements
This earnings release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve risks and uncertainties. Forward-looking statements are often identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions, or the negative of these terms or other comparable terminology. These statements include, but are not limited to, statements regarding the Company’s future financial performance, business strategy, market opportunities, anticipated financial position, liquidity and capital needs, and other statements that are not historical facts. These statements are based on various assumptions, whether or not identified in this earnings release, and on the current expectations and assumptions of the Company’s management, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict, including as detailed in our filings with the Securities and Exchange Commission (the "SEC"). Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, many of which are outside the control of the Company, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those discussed in the forward-looking statements. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this earnings release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements and we cannot guarantee any future performance, conditions or results. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Copies of our filings with the
Industry Information
Market data and estimates used throughout this earnings release are based on information from independent third parties and other publicly available information in addition to management’s internal estimates. Such data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. No representations or warranties are made by the Company or any of its affiliates as to the accuracy of any such information. Projections, assumptions and estimates of the future performance of the industry in which the Company operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in management’s estimates and beliefs and in the estimates prepared by independent parties.
Basis of preparation
The financial statements have been prepared in accordance with Generally Accepted Accounting Principles in
When the Company purchases services or goods on behalf of its clients (for example in the case of media purchases), the Group does not recognize 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 all prior filings and annual reports, shares issued to employee shareholders at the time of the 2021 London 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 2021 London 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
(2) Post-combination compensation charge: In the acquisitions that have been completed since the London 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
(3) LTIP charges. In 2022 the Group issued the first stock-based compensation units under the
(4) Amortization of intangibles: The non-cash amortization charge of
(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
(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
(7) M&A expenses: since Q2 2025 reporting, the Group has been excluding M&A expenses from the Adjusted EBITDA. Reflecting our selective M&A strategy, M&A-related costs are highly variable across periods and may not occur in any given period. Expenses typically consist of M&A advisory fees, debt origination costs, and transaction related taxes. The M&A expenses in the three and six months ended
For the calculation of EPS based on GAAP Profit, as a denominator, the Group uses the weighted average number of common stock outstanding 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 stock outstanding, as well as those shares that were yet unvested but entitled the owner to dividends and voting rights.
Definitions and Uses of Non-GAAP Financial Measures
We use a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. These financial and operating metrics include Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA Including M&A expense, Adjusted net income, Adjusted EPS basic, Adjusted EPS fully diluted, Organic Revenue Growth, and Adjusted Free Cash Flow which are financial measures not recognized under
These non-GAAP financial measures are used by management to measure our operating performance, but may not be directly comparable to similar measures, such as EBITDA or Adjusted EBITDA, relied on or reported by other companies, including other companies in our industry. We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business operating performance, such as equity-based compensation, the amortization of acquired intangible assets, acquisition-related post-combination compensation and contingent consideration, gains on bargain purchase price, interest and tax enables meaningful period-to-period comparisons of our operating performance. We also use these non-GAAP financial measures when publicly providing our business outlook, for internal management purposes, and as a basis for evaluating potential acquisitions and dispositions.
For full description of our Non-GAAP Financial Measures please refer to page 47 of our 2025 Form 10-K.
Certain monetary amounts, percentages and other figures included elsewhere in this earnings release have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
| Condensed Consolidated Balance Sheets (Amounts in thousands, except share and per share data) | |||||||
| (Unaudited) | |||||||
| ASSETS: | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 36,923 | $ | 20,436 | |||
| Contract receivables, net | 30,905 | 21,851 | |||||
| Notes receivable - related parties, current portion | 350 | 750 | |||||
| Income taxes receivable | — | 2,068 | |||||
| Prepaid post-combination compensation, current portion | 6,705 | 3,585 | |||||
| Prepaid expenses and other current assets | 5,006 | 9,598 | |||||
| Amounts due from related parties | — | 266 | |||||
| Total current assets | 79,889 | 58,554 | |||||
| Property and equipment at cost, less accumulated depreciation | 1,143 | 598 | |||||
| Notes receivable - related parties, long term | 900 | 900 | |||||
| Operating lease right of use asset | 27,594 | 18,829 | |||||
| 57,153 | 56,990 | ||||||
| Other intangible assets, net of accumulated amortization | 35,002 | 37,113 | |||||
| Deferred income tax asset | 29,759 | 24,600 | |||||
| Prepaid post-combination compensation, long term | 8,869 | 4,692 | |||||
| Other long-term assets | 447 | 276 | |||||
| TOTAL ASSETS | $ | 240,756 | $ | 202,552 | |||
| LIABILITIES AND EQUITY: | |||||||
| Current liabilities: | |||||||
| Accounts payable and accrued expenses | 20,828 | 30,819 | |||||
| Income taxes payable | 2,880 | — | |||||
| Amounts owed to related parties | 14 | — | |||||
| Deferred revenue | 6,245 | 3,310 | |||||
| Operating lease liability, current portion | 5,271 | 5,070 | |||||
| Contingent consideration, current portion | 2,098 | 3,134 | |||||
| Other liability, current portion | 2,595 | 1,441 | |||||
| Notes payable, current portion, net | 9,867 | 9,082 | |||||
| Total current liabilities | 49,798 | 52,856 | |||||
| Notes payable, long term, net | 32,286 | 37,906 | |||||
| Contingent consideration, long term | 14,601 | 9,864 | |||||
| Other liability, long term | 8,296 | 10,553 | |||||
| Operating lease liability, long term | 24,832 | 16,469 | |||||
| Total liabilities | $ | 129,813 | $ | 127,648 | |||
| Shareholders' equity: | |||||||
| Common stock, | 28 | 24 | |||||
| Additional paid-in capital | 295,734 | 237,075 | |||||
| Accumulated deficit | (185,653 | ) | (163,381 | ) | |||
| Accumulated other comprehensive income (loss) | 834 | 1,186 | |||||
| Total shareholders’ equity | 110,943 | 74,904 | |||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 240,756 | $ | 202,552 | |||
| Condensed Consolidated Statements of Operations (Unaudited) (Amounts in thousands, except share and per share data) | ||||||||||||||||
| Three Months ended | Six months ended | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | 52,143 | $ | 48,588 | $ | 102,266 | $ | 87,899 | ||||||||
| Operating expenses: | ||||||||||||||||
| Salaries and other personnel costs | 38,784 | 38,783 | 77,986 | 72,665 | ||||||||||||
| Office and other direct costs | 2,008 | 1,812 | 3,767 | 3,286 | ||||||||||||
| Cost of services | 40,792 | 40,596 | 81,753 | 75,951 | ||||||||||||
| Salaries, general and administrative | 12,077 | 9,537 | 21,363 | 17,026 | ||||||||||||
| Mergers and acquisitions expense | 802 | 82 | 1,054 | 276 | ||||||||||||
| Depreciation and amortization expense | 1,466 | 1,577 | 2,971 | 2,768 | ||||||||||||
| Change in fair value of contingent consideration | 892 | 1,693 | 7,195 | 2,676 | ||||||||||||
| Total operating expenses | 56,029 | 53,484 | 114,336 | 98,697 | ||||||||||||
| Loss from operations | (3,886 | ) | (4,896 | ) | (12,070 | ) | (10,798 | ) | ||||||||
| Gain on bargain purchase | 846 | — | 898 | — | ||||||||||||
| Interest income | 255 | 29 | 267 | 62 | ||||||||||||
| Interest expense | (725 | ) | (865 | ) | (1,527 | ) | (1,500 | ) | ||||||||
| Other income (expense), net | 128 | (22 | ) | 294 | (22 | ) | ||||||||||
| Net loss before income taxes | (3,382 | ) | (5,754 | ) | (12,138 | ) | (12,258 | ) | ||||||||
| Income tax benefit (expense) | (352 | ) | 24 | (3,092 | ) | (4,088 | ) | |||||||||
| Net loss | $ | (3,734 | ) | $ | (5,730 | ) | $ | (15,230 | ) | $ | (16,346 | ) | ||||
| Net loss per share attributable to common shareholders, basic and diluted | $ | (0.19 | ) | $ | (0.44 | ) | $ | (0.68 | ) | $ | (1.06 | ) | ||||
| Weighted average basic and diluted shares outstanding | 24,951,184 | 17,183,129 | 24,130,718 | 17,044,164 | ||||||||||||
| Net loss | $ | (3,734 | ) | $ | (5,730 | ) | $ | (15,230 | ) | $ | (16,346 | ) | ||||
| Foreign currency translation gain (loss) | (29 | ) | 1,520 | (353 | ) | 2,242 | ||||||||||
| Total comprehensive loss | $ | (3,763 | ) | $ | (4,210 | ) | $ | (15,583 | ) | $ | (14,104 | ) | ||||
| Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Amounts in thousands, except share and per share data) | |||||||||||||||||||||
| Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | ||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||
| Balance as of | 25,174,492 | $ | 24 | $ | 237,075 | $ | (163,381 | ) | $ | 1,186 | $ | 74,904 | |||||||||
| Long term incentive program charges | — | — | 1,530 | — | — | 1,530 | |||||||||||||||
| Issuance of unvested legally outstanding shares | 16,579 | — | — | — | — | — | |||||||||||||||
| 2026 | 3,742,500 | 4 | 35,945 | — | — | 35,949 | |||||||||||||||
| Post-combination compensation charge-shares | — | — | 1,042 | — | — | 1,042 | |||||||||||||||
| Forfeiture, Retained Pre- | (4,794 | ) | — | — | — | — | — | ||||||||||||||
| Share-Based Accounting Charge | — | — | 7,282 | — | — | 7,282 | |||||||||||||||
| Foreign currency translation gain (loss) | — | — | — | — | (323 | ) | (323 | ) | |||||||||||||
| Net loss | — | — | — | (11,497 | ) | — | (11,497 | ) | |||||||||||||
| Balance as of | 28,928,777 | $ | 28 | $ | 282,874 | $ | (174,878 | ) | $ | 863 | $ | 108,887 | |||||||||
| Long term incentive program charges | — | — | 2,018 | — | — | 2,018 | |||||||||||||||
| Offering cost reclassification | — | — | (148 | ) | — | — | (148 | ) | |||||||||||||
| Related to acquisitions | |||||||||||||||||||||
| Issuance of common stock for settlement of other liability | — | — | 1,211 | — | — | 1,211 | |||||||||||||||
| Issuance of common stock for settlement of contingent consideration | — | — | 1,727 | — | — | 1,727 | |||||||||||||||
| Issuance of unvested legally outstanding shares | 713,380 | — | — | — | — | — | |||||||||||||||
| Vesting of restricted stock units | 254,017 | — | — | — | — | — | |||||||||||||||
| Forfeiture of unvested restricted stock awards | (885 | ) | — | — | — | — | — | ||||||||||||||
| Post-combination compensation charge-shares | — | — | 690 | — | — | 690 | |||||||||||||||
| Dividends | — | — | — | (7,041 | ) | — | (7,041 | ) | |||||||||||||
| Share-Based Accounting Charge | — | — | 7,362 | — | — | 7,362 | |||||||||||||||
| Foreign currency translation gain (loss) | — | — | — | — | (29 | ) | (29 | ) | |||||||||||||
| Net loss | — | — | — | (3,734 | ) | — | (3,734 | ) | |||||||||||||
| Balance as of | 29,895,289 | $ | 28 | $ | 295,734 | $ | (185,653 | ) | $ | 834 | $ | 110,943 | |||||||||
| Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Amounts in thousands, except share and per share data) | |||||||||||||||||||||
| Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | ||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||
| Balance as of | 24,017,599 | $ | 23 | $ | 197,489 | $ | (115,721 | ) | $ | (536 | ) | $ | 81,255 | ||||||||
| Long term incentive program charges | — | — | 1,179 | — | — | 1,179 | |||||||||||||||
| Vesting of stock issued from acquisitions | — | — | 1 | (1 | ) | — | — | ||||||||||||||
| Repayment of note receivable by related party | (63,356 | ) | — | (532 | ) | — | — | (532 | ) | ||||||||||||
| Post-combination compensation charge-shares | — | — | 605 | — | — | 605 | |||||||||||||||
| Share-Based Accounting Charge | — | — | 7,444 | — | — | 7,444 | |||||||||||||||
| Foreign currency translation gain (loss) | — | — | — | — | 721 | 721 | |||||||||||||||
| Net loss | — | — | — | (10,614 | ) | — | (10,614 | ) | |||||||||||||
| Balance as of | 23,954,243 | $ | 23 | $ | 206,186 | $ | (126,336 | ) | $ | 185 | $ | 80,058 | |||||||||
| Long term incentive program charges | — | — | 1,148 | — | — | 1,148 | |||||||||||||||
| Issuance of unvested legally outstanding shares | 719,547 | — | — | — | — | — | |||||||||||||||
| Forfeiture of unvested restricted stock | (2,630 | ) | — | — | — | — | — | ||||||||||||||
| Dividends | — | — | — | (5,765 | ) | — | (5,765 | ) | |||||||||||||
| Vesting of restricted stock awards | — | — | 1 | (1 | ) | — | — | ||||||||||||||
| Vesting of restricted stock units | 100,333 | — | 1 | (1 | ) | — | — | ||||||||||||||
| Issuance of common stock for acquisition | 134,915 | — | 1,190 | — | — | 1,190 | |||||||||||||||
| Post-combination compensation charge-shares | — | — | 893 | — | — | 893 | |||||||||||||||
| Issuance of common stock for settlement of other liability | — | — | 342 | — | — | 342 | |||||||||||||||
| Share-based accounting charge | — | — | 7,394 | — | — | 7,394 | |||||||||||||||
| Foreign currency translation gain | — | — | — | — | 1,520 | 1,520 | |||||||||||||||
| Net loss | — | — | — | (5,730 | ) | — | (5,730 | ) | |||||||||||||
| Balance as of | 24,906,408 | $ | 23 | $ | 217,155 | $ | (137,833 | ) | $ | 1,705 | $ | 81,050 | |||||||||
| Condensed Consolidated Statements of Cash Flows (Unaudited) (Amounts in thousands, except share and per share data) | |||||||
| Six months ended | |||||||
| 2026 | 2025 | ||||||
| Cash Flows from Operating Activities: | |||||||
| Net loss | $ | (15,230 | ) | $ | (16,346 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
| Depreciation | 98 | 93 | |||||
| Amortization expense - intangibles | 3,154 | 2,956 | |||||
| Amortization of right of use assets | 2,490 | 2,247 | |||||
| Amortization of prepaid post-combination compensation | 2,395 | 4,218 | |||||
| Accretion of other liability | 2,913 | 3,055 | |||||
| Amortization of debt discount | 72 | 95 | |||||
| Provision for deferred income taxes | (4,613 | ) | (1,388 | ) | |||
| Share-based accounting charge | 14,644 | 14,838 | |||||
| Stock-based compensation | 2,033 | 2,651 | |||||
| Post-combination compensation charge-shares | 1,732 | 1,498 | |||||
| Change in fair value of contingent consideration | 7,195 | 2,676 | |||||
| Gain on bargain purchase | (898 | ) | — | ||||
| Expected credit losses | 1,371 | 1,021 | |||||
| Decrease in: | |||||||
| Contract and unbilled receivables | (10,267 | ) | (7,899 | ) | |||
| Prepaid post-combination expense | (9,566 | ) | (10,306 | ) | |||
| Prepaid expenses and other assets | (1,767 | ) | (1,578 | ) | |||
| Increase (decrease) in: | |||||||
| Accounts payable and accrued expenses | (6,315 | ) | (4,169 | ) | |||
| Income taxes payable and receivable | 4,687 | 5,594 | |||||
| Deferred revenue | 2,939 | 3,362 | |||||
| Contingent consideration | (1,447 | ) | (3 | ) | |||
| Operating lease liability | (2,146 | ) | (2,511 | ) | |||
| Other liabilities | (2,804 | ) | (1,722 | ) | |||
| Transactions with members and related parties | 280 | 1,340 | |||||
| (9,050 | ) | (278 | ) | ||||
| Cash Flows from Investing Activities: | |||||||
| Purchases of property and equipment | (632 | ) | (93 | ) | |||
| Proceeds received for notes receivable - related parties | 400 | — | |||||
| Cash paid for acquisitions, net of cash acquired | (611 | ) | (18,522 | ) | |||
| (843 | ) | (18,615 | ) | ||||
| Cash Flows from Financing Activities: | |||||||
| Proceeds from initial public offering, net of underwriting fees of | 42,866 | — | |||||
| Proceeds from notes payable | — | 24,000 | |||||
| Payment of debt issuance costs | — | (82 | ) | ||||
| Payment of deferred equity offering costs | (4,151 | ) | — | ||||
| Principal payment of note payable | (4,909 | ) | (4,040 | ) | |||
| Payment of contingent considerations | (306 | ) | — | ||||
| Dividends paid | (7,041 | ) | (5,765 | ) | |||
| Net Cash Provided by Financing Activities | 26,459 | 14,113 | |||||
| Effect of foreign exchange rate changes on cash and cash equivalents | (79 | ) | 36 | ||||
| Net Change in Cash and Cash Equivalents | 16,487 | (4,744 | ) | ||||
| Cash and Cash Equivalents as of Beginning of Period | 20,436 | 14,536 | |||||
| Cash and Cash Equivalents at the End of Period | $ | 36,923 | $ | 9,792 | |||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts in thousands) | |||||
| Six months ended | |||||
| 2026 | 2025 | ||||
| Supplemental disclosure of cash flow information: | |||||
| Cash paid for interest | $ | 1,454 | $ | 1,392 | |
| Cash paid for income taxes | 3,018 | 2,412 | |||
| Common stock received for repayment of note receivable with | — | 532 | |||
| Right of use assets obtained with lease liabilities | 11,270 | 2,067 | |||
| Contingent consideration issued for acquisitions | — | 2,483 | |||
| Common stock issued for acquisitions | — | 1,190 | |||
| Stock issued for settlement of other liability | 1,211 | 342 | |||
| Stock issued for settlement of contingent consideration | 1,727 | — | |||
Contact Information
+1 (202) 688 0020
For Investors
IR@pphcompany.com
For Media & Other
inquiries@pphcompany.com
