2025 Q3 Results

About this update from Public Policy Holding Co., Inc.

[{"type":"text","content":"\n \n \n   \n Public Policy Holding Company, Inc. \n (\"PPHC\", the \"Group\" or the \"Company\") \n 2025 Q3 Results \n PPHC, a leading global strategic communications provider offering a comprehensive range of advisory services in the areas of government relations, corporate communications and public affairs, announces that it has filed financial information related to its unaudited results for the three and nine months ended 30 September 2025 with the U.S. Securities and Exchange Commission (\"SEC\") as part of an amendment to its Form S-1 Registration Statement. \n The financial information filed with the SEC is consistent with the Company's 2025 Q3 Trading Update released on 22 October 2025 and provides additional supporting detail, which is included below. \n Enquiries \n   \n \n \n \n \n Public Policy Holding Company, Inc. \n Stewart Hall, CEO \n Roel Smits, CFO \n   \n   \n \n \n +1 (202) 688 0020 \n \n \n \n \n Stifel (Nominated Adviser & Joint Broker) \n Fred Walsh, Brough Ransom, Ben Good \n   \n   \n \n \n +44 (0) 20 7710 7600 \n \n \n \n \n Canaccord Genuity (Joint Broker) \n Simon Bridges, Andrew Potts \n   \n   \n \n \n +44 (0) 20 7523 8000 \n \n \n \n \n Burson Buchanan (Media Enquiries) \n Chris Lane, Toto Berger, Jesse McNab \n \n \n +44 (0) 20 7466 5000 [email protected] \n   \n \n \n \n \n   \n Part I - Financial Information \n Item 1. Condensed Consolidated Financial Statements \n CONDENSED CONSOLIDATED BALANCE SHEETS \n (Amounts in thousands, except share and per share data) \n \n \n \n \n   \n \n \n September 30, 2025 \n \n \n   \n \n \n December 31, 2024 \n \n \n \n \n   \n \n \n (Unaudited) \n \n \n   \n \n \n   \n \n \n \n \n ASSETS: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Current assets: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Cash and cash equivalents \n \n \n $ 11,145 \n \n \n   \n \n \n $ 14,536 \n \n \n \n \n Contract receivables, net \n \n \n 25,124 \n \n \n   \n \n \n 18,285 \n \n \n \n \n Notes receivable - related parties, current portion \n \n \n 350 \n \n \n   \n \n \n 863 \n \n \n \n \n Income taxes receivable \n \n \n 882 \n \n \n   \n \n \n 3,185 \n \n \n \n \n Prepaid post-combination compensation, current portion \n \n \n 6,039 \n \n \n   \n \n \n 6,070 \n \n \n \n \n Prepaid expenses and other current assets \n \n \n 5,672 \n \n \n   \n \n \n 2,726 \n \n \n \n \n Total current assets \n \n \n 49,211 \n \n \n   \n \n \n 45,665 \n \n \n \n \n Property and equipment at cost, less accumulated depreciation \n \n \n 856 \n \n \n   \n \n \n 751 \n \n \n \n \n Notes receivable - related parties, long term \n \n \n 1,550 \n \n \n   \n \n \n 1,050 \n \n \n \n \n Operating lease right of use asset \n \n \n 17,103 \n \n \n   \n \n \n 18,428 \n \n \n \n \n Goodwill \n \n \n 66,690 \n \n \n   \n \n \n 64,308 \n \n \n \n \n Other intangible assets, net of accumulated amortization \n \n \n 41,641 \n \n \n   \n \n \n 32,144 \n \n \n \n \n Deferred income tax asset \n \n \n 22,506 \n \n \n   \n \n \n 11,038 \n \n \n \n \n Prepaid post-combination compensation, long term \n \n \n 4,751 \n \n \n   \n \n \n 888 \n \n \n \n \n Other long-term assets \n \n \n 276 \n \n \n   \n \n \n 189 \n \n \n \n \n TOTAL ASSETS \n \n \n $ 204,584 \n \n \n   \n \n \n $ 174,460 \n \n \n \n \n LIABILITIES AND EQUITY: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Current liabilities: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Accounts payable and accrued expenses \n \n \n 21,912 \n \n \n   \n \n \n 20,044 \n \n \n \n \n Amounts owed to related parties \n \n \n 1,017 \n \n \n   \n \n \n 556 \n \n \n \n \n Deferred revenue \n \n \n 4,931 \n \n \n   \n \n \n 3,150 \n \n \n \n \n Operating lease liability, current portion \n \n \n 5,500 \n \n \n   \n \n \n 4,827 \n \n \n \n \n Contingent consideration, current portion \n \n \n 8,272 \n \n \n   \n \n \n 2,093 \n \n \n \n \n Other liability, current portion \n \n \n 602 \n \n \n   \n \n \n 1,135 \n \n \n \n \n Notes payable, current portion, net \n \n \n 8,177 \n \n \n   \n \n \n 6,031 \n \n \n \n \n Total current liabilities \n \n \n 50,411 \n \n \n   \n \n \n 37,836 \n \n \n \n \n Notes payable, long term, net \n \n \n 41,462 \n \n \n   \n \n \n 26,014 \n \n \n \n \n Contingent consideration, long term \n \n \n 9,777 \n \n \n   \n \n \n 8,803 \n \n \n \n \n Other liability, long term \n \n \n 7,013 \n \n \n   \n \n \n 3,745 \n \n \n \n \n Operating lease liability, long term \n \n \n 14,408 \n \n \n   \n \n \n 16,808 \n \n \n \n \n Total liabilities \n \n \n  $ 123,072 \n \n \n   \n \n \n  $ 93,206 \n \n \n \n \n Stockholders' equity: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n  Common stock, $0.001 par value, 1,000,000,000 shares authorized, 25,134,706 and 24,017,597 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively \n \n \n 23 \n \n \n   \n \n \n 23 \n \n \n \n \n Additional paid-in capital \n \n \n 226,929 \n \n \n   \n \n \n 197,489 \n \n \n \n \n Accumulated deficit \n \n \n (146,621) \n \n \n   \n \n \n (115,721) \n \n \n \n \n Accumulated other comprehensive income (loss) \n \n \n 1,181 \n \n \n   \n \n \n (536) \n \n \n \n \n Total stockholders' equity \n \n \n 81,513 \n \n \n   \n \n \n 81,254 \n \n \n \n \n TOTAL LIABILITIES AND EQUITY \n \n \n  $ 204,584 \n \n \n   \n \n \n  $ 174,460 \n \n \n \n \n   \n   \n The accompanying notes to the condensed consolidated financial statements are an integral part of these statements \n   \n CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS \n (Amounts in thousands, except share and per share data) \n (Unaudited) \n \n \n \n \n   \n \n \n Three months ended September 30, \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n Revenue \n \n \n  $ 48,787 \n \n \n   \n \n \n  $ 39,415 \n \n \n   \n \n \n  $ 136,686 \n \n \n   \n \n \n  $ 110,549 \n \n \n \n \n Operating expenses: \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Salaries and other personnel costs \n \n \n 41,940 \n \n \n   \n \n \n 33,537 \n \n \n   \n \n \n 114,605 \n \n \n   \n \n \n 92,421 \n \n \n \n \n Office and other direct costs \n \n \n 1,918 \n \n \n   \n \n \n 1,492 \n \n \n   \n \n \n 5,204 \n \n \n   \n \n \n 4,227 \n \n \n \n \n Cost of services \n \n \n 43,858 \n \n \n   \n \n \n 35,029 \n \n \n   \n \n \n 119,808 \n \n \n   \n \n \n 96,647 \n \n \n \n \n Salaries, general and administrative \n \n \n 6,882 \n \n \n   \n \n \n 8,412 \n \n \n   \n \n \n 23,908 \n \n \n   \n \n \n 21,088 \n \n \n \n \n Mergers and acquisitions expense \n \n \n 130 \n \n \n   \n \n \n 97 \n \n \n   \n \n \n 406 \n \n \n   \n \n \n 1,655 \n \n \n \n \n Depreciation and amortization expense \n \n \n 1,551 \n \n \n   \n \n \n 1,189 \n \n \n   \n \n \n 4,319 \n \n \n   \n \n \n 3,047 \n \n \n \n \n Change in fair value of contingent consideration \n \n \n 2,270 \n \n \n   \n \n \n (498) \n \n \n   \n \n \n 4,946 \n \n \n   \n \n \n 1,766 \n \n \n \n \n Total operating expenses \n \n \n 54,691 \n \n \n   \n \n \n 44,230 \n \n \n   \n \n \n 153,387 \n \n \n   \n \n \n 124,202 \n \n \n \n \n Loss from operations \n \n \n (5,904) \n \n \n   \n \n \n (4,815) \n \n \n   \n \n \n (16,701) \n \n \n   \n \n \n (13,654) \n \n \n \n \n Gain on bargain purchase \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 2,464 \n \n \n \n \n Interest income \n \n \n 27 \n \n \n   \n \n \n 42 \n \n \n   \n \n \n 89 \n \n \n   \n \n \n 140 \n \n \n \n \n Interest expense \n \n \n (981) \n \n \n   \n \n \n (751) \n \n \n   \n \n \n (2,481) \n \n \n   \n \n \n (1,348) \n \n \n \n \n Other expense \n \n \n (7) \n \n \n   \n \n \n - \n \n \n   \n \n \n (30) \n \n \n   \n \n \n - \n \n \n \n \n Net loss before income taxes \n \n \n (6,866) \n \n \n   \n \n \n (5,524) \n \n \n   \n \n \n (19,124) \n \n \n   \n \n \n (12,399) \n \n \n \n \n Income tax expense \n \n \n (574) \n \n \n   \n \n \n (1,187) \n \n \n   \n \n \n (4,662) \n \n \n   \n \n \n (4,894) \n \n \n \n \n Net loss \n \n \n  $ (7,440) \n \n \n   \n \n \n  $ (6,711) \n \n \n   \n \n \n  $ (23,786) \n \n \n   \n \n \n  $ (17,292) \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Net loss per share attributable to common stockholders, basic and diluted \n \n \n  $ (0.45) \n \n \n   \n \n \n  $ (0.67) \n \n \n   \n \n \n  $ (1.51) \n \n \n   \n \n \n  $ (1.89) \n \n \n \n \n Basic and diluted \n \n \n 17,403,040 \n \n \n   \n \n \n 13,654,190 \n \n \n   \n \n \n 17,165,104 \n \n \n   \n \n \n 13,126,771 \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Net loss \n \n \n  $ (7,440) \n \n \n   \n \n \n  $ (6,711) \n \n \n   \n \n \n  $ (23,786) \n \n \n   \n \n \n  $ (17,292) \n \n \n \n \n Foreign currency translation gain (loss) \n \n \n (524) \n \n \n   \n \n \n 1,265 \n \n \n   \n \n \n 1,717 \n \n \n   \n \n \n 1,003 \n \n \n \n \n Total comprehensive loss \n \n \n  $ (7,965) \n \n \n   \n \n \n  $ (5,446) \n \n \n   \n \n \n  $ (22,069) \n \n \n   \n \n \n  $ (16,290) \n \n \n \n \n   \n   \n The accompanying notes to the condensed consolidated financial statements are an integral part of these statements \n   \n CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY \n (Amounts in thousands, except share and per share data) \n (Unaudited) \n \n \n \n \n   \n \n \n Common Stock \n \n \n   \n \n \n Additional Paid-In Capital \n \n \n   \n \n \n Accumulated Deficit \n \n \n   \n \n \n Accumulated Other Comprehensive Income (Loss) \n \n \n   \n \n \n Total Stockholders' Equity \n \n \n \n \n   \n \n \n Shares \n (Revised) \n \n \n   \n \n \n Amount \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Balance at December 31, 2024 \n \n \n 24,017,597 \n \n \n   \n \n \n  $ 23 \n \n \n   \n \n \n  $ 197,489 \n \n \n   \n \n \n  $ (115,721) \n \n \n   \n \n \n  $ (536) \n \n \n   \n \n \n  $ 81,254 \n \n \n \n \n Long term incentive program charges \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,179 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,179 \n \n \n \n \n Vesting of stock issued from Multistate acquisition \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1 \n \n \n   \n \n \n (1) \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Repayment of note receivable by Alpine Group \n \n \n (63,356) \n \n \n   \n \n \n - \n \n \n   \n \n \n (532) \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (532) \n \n \n \n \n Post-combination compensation charge-shares \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 605 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 605 \n \n \n \n \n Share-based accounting charge \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 7,444 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 7,444 \n \n \n \n \n Foreign currency translation gain \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 721 \n \n \n   \n \n \n 721 \n \n \n \n \n Net loss \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (10,615) \n \n \n   \n \n \n - \n \n \n   \n \n \n (10,615) \n \n \n \n \n Balance at March 31, 2025 \n \n \n 23,954,241 \n \n \n   \n \n \n 23 \n \n \n   \n \n \n 206,185 \n \n \n   \n \n \n (126,337) \n \n \n   \n \n \n 186 \n \n \n   \n \n \n 80,056 \n \n \n \n \n Long term incentive program charges \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,148 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,148 \n \n \n \n \n Issuance of unvested legally outstanding shares \n \n \n 719,547 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Forfeiture of unvested restricted stock \n \n \n (2,630) \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Dividends \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (5,765) \n \n \n   \n \n \n - \n \n \n   \n \n \n (5,765) \n \n \n \n \n Vesting of restricted stock awards \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1 \n \n \n   \n \n \n (1) \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Vesting of restricted stock units \n \n \n 100,333 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (1) \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Issuance of common stock for acquisition \n \n \n 134,915 \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,190 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,190 \n \n \n \n \n Post-combination compensation charge-shares \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 893 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 893 \n \n \n \n \n Issuance of common stock for settlement of other liability \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 342 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 342 \n \n \n \n \n Share-based accounting charge \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 7,394 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 7,394 \n \n \n \n \n Foreign currency translation gain \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,520 \n \n \n   \n \n \n 1,520 \n \n \n \n \n Net loss \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (5,730) \n \n \n   \n \n \n - \n \n \n   \n \n \n (5,730) \n \n \n \n \n Balance at June 30, 2025 \n \n \n 24,906,406 \n \n \n   \n \n \n 23 \n \n \n   \n \n \n 217,153 \n \n \n   \n \n \n (137,834) \n \n \n   \n \n \n 1,706 \n \n \n   \n \n \n 81,048 \n \n \n \n \n Long term incentive program charges \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,626 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,626 \n \n \n \n \n Dividends \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (1,347) \n \n \n   \n \n \n - \n \n \n   \n \n \n (1,347) \n \n \n \n \n Vesting of restricted stock units \n \n \n 185,471 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Issuance of common stock for acquisition \n \n \n 42,829 \n \n \n   \n \n \n - \n \n \n   \n \n \n 94 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 95 \n \n \n \n \n Post-combination compensation charge-shares \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 662 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 662 \n \n \n \n \n Share-based accounting charge \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 7,394 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 7,394 \n \n \n \n \n Foreign currency translation loss \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (524) \n \n \n   \n \n \n (524) \n \n \n \n \n Net loss \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (7,440) \n \n \n   \n \n \n - \n \n \n   \n \n \n (7,440) \n \n \n \n \n Balance at September 30, 2025 \n \n \n 25,134,706 \n \n \n   \n \n \n  $ 23 \n \n \n   \n \n \n  $ 226,929 \n \n \n   \n \n \n  $ (146,621) \n \n \n   \n \n \n  $ 1,181 \n \n \n   \n \n \n  $ 81,513 \n \n \n \n \n   \n The accompanying notes to the condensed consolidated financial statements are an integral part of these statements \n   \n CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY \n (Amounts in thousands, except share and per share data) \n (Unaudited) \n \n \n \n \n   \n \n \n Common Stock \n \n \n   \n \n \n Additional Paid-In Capital \n \n \n   \n \n \n Accumulated Deficit \n \n \n   \n \n \n Accumulated Other Comprehensive (Loss) \n \n \n   \n \n \n Total Stockholders' Equity \n \n \n \n \n   \n \n \n Shares \n (Revised) \n \n \n   \n \n \n Amount \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Balance at December 31, 2023 \n \n \n 23,054,393 \n \n \n   \n \n \n  $ 22 \n \n \n   \n \n \n  $ 156,972 \n \n \n   \n \n \n  $ (74,925) \n \n \n   \n \n \n  $ - \n \n \n   \n \n \n  $ 82,069 \n \n \n \n \n Long term incentive program charges \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 597 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 597 \n \n \n \n \n Issuance of unvested legally outstanding shares \n \n \n 34,019 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Vesting of stock issued from Multistate acquisition \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1 \n \n \n   \n \n \n (1) \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Post-combination compensation charge-shares \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 424 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 424 \n \n \n \n \n Share-based accounting charge \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 7,597 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 7,597 \n \n \n \n \n Net loss \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (5,416) \n \n \n   \n \n \n - \n \n \n   \n \n \n (5,416) \n \n \n \n \n Balance at March 31, 2024 \n \n \n 23,088,412 \n \n \n   \n \n \n 22 \n \n \n   \n \n \n 165,591 \n \n \n   \n \n \n (80,342) \n \n \n   \n \n \n - \n \n \n   \n \n \n 85,271 \n \n \n \n \n Long term incentive program charges \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 690 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 690 \n \n \n \n \n Issuance of unvested legally outstanding shares \n \n \n 499,701 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Dividends \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (11,202) \n \n \n   \n \n \n - \n \n \n   \n \n \n (11,202) \n \n \n \n \n Vesting of restricted stock units \n \n \n 98,336 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Issuance of common stock for acquisition \n \n \n 179,528 \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,443 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,443 \n \n \n \n \n Post-combination compensation charge-shares \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,178 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,178 \n \n \n \n \n Common stock issued to Multistate as settlement of contingent consideration \n \n \n 88,287 \n \n \n   \n \n \n - \n \n \n   \n \n \n 691 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 691 \n \n \n \n \n Share-based accounting charge \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 7,597 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 7,597 \n \n \n \n \n Foreign currency translation loss \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (262) \n \n \n   \n \n \n (262) \n \n \n \n \n Net loss \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (5,166) \n \n \n   \n \n \n - \n \n \n   \n \n \n (5,166) \n \n \n \n \n Balance at June 30, 2024 \n \n \n 23,954,264 \n \n \n   \n \n \n 23 \n \n \n   \n \n \n 177,190 \n \n \n   \n \n \n (96,710) \n \n \n   \n \n \n (262) \n \n \n   \n \n \n 80,240 \n \n \n \n \n Long term incentive program charges \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,378 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,378 \n \n \n \n \n Vesting of restricted stock units \n \n \n 20,000 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Post-combination compensation charge-shares \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (15) \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (15) \n \n \n \n \n Share-based accounting charge \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 8,659 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 8,659 \n \n \n \n \n Foreign currency translation gain \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,265 \n \n \n   \n \n \n 1,265 \n \n \n \n \n Net loss \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n (6,711) \n \n \n   \n \n \n - \n \n \n   \n \n \n (6,711) \n \n \n \n \n Balance at September 30, 2024 \n \n \n 23,974,264 \n \n \n   \n \n \n  $ 23 \n \n \n   \n \n \n  $ 187,211 \n \n \n   \n \n \n  $ (103,421) \n \n \n   \n \n \n  $ 1,003 \n \n \n   \n \n \n  $ 84,816 \n \n \n \n \n   \n The accompanying notes to the condensed consolidated financial statements are an integral part of these statements \n   \n CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS \n (Amounts in thousands) \n (Unaudited) \n \n \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n Cash Flows from Operating Activities: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Net loss \n \n \n  $ (23,786) \n \n \n   \n \n \n  $ (17,292) \n \n \n \n \n Adjustments to reconcile net loss to net cash provided by operating activities: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Depreciation \n \n \n 146 \n \n \n   \n \n \n 80 \n \n \n \n \n Amortization expense - intangibles \n \n \n 4,486 \n \n \n   \n \n \n 4,451 \n \n \n \n \n Amortization of right of use assets \n \n \n 3,397 \n \n \n   \n \n \n 3,020 \n \n \n \n \n Amortization of prepaid post-combination compensation \n \n \n 6,474 \n \n \n   \n \n \n 3,886 \n \n \n \n \n Accretion of other liability \n \n \n 4,069 \n \n \n   \n \n \n 2,118 \n \n \n \n \n Amortization of debt discount \n \n \n 164 \n \n \n   \n \n \n 128 \n \n \n \n \n Provision for deferred income taxes \n \n \n (1,609) \n \n \n   \n \n \n (241) \n \n \n \n \n Share-based accounting charge \n \n \n 22,232 \n \n \n   \n \n \n 23,853 \n \n \n \n \n Stock-based compensation \n \n \n 4,623 \n \n \n   \n \n \n 2,962 \n \n \n \n \n Post-combination compensation charge-shares \n \n \n 2,160 \n \n \n   \n \n \n 1,078 \n \n \n \n \n Change in fair value of contingent consideration \n \n \n 4,950 \n \n \n   \n \n \n 1,814 \n \n \n \n \n Gain on bargain purchase \n \n \n - \n \n \n   \n \n \n (2,464) \n \n \n \n \n Credit losses on accounts receivable \n \n \n 2,349 \n \n \n   \n \n \n 656 \n \n \n \n \n (Increase) decrease in: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Accounts receivable \n \n \n (8,321) \n \n \n   \n \n \n (4,640) \n \n \n \n \n Prepaid post-combination expense \n \n \n (10,306) \n \n \n   \n \n \n (4,498) \n \n \n \n \n Prepaid expenses and other assets \n \n \n (1,097) \n \n \n   \n \n \n 2,187 \n \n \n \n \n Increase (decrease) in: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Accounts payable and accrued expenses \n \n \n 342 \n \n \n   \n \n \n (6,324) \n \n \n \n \n Income taxes payable and receivable \n \n \n 2,326 \n \n \n   \n \n \n (3,873) \n \n \n \n \n Deferred revenue \n \n \n 1,765 \n \n \n   \n \n \n 2,450 \n \n \n \n \n Contingent considerations \n \n \n (3) \n \n \n   \n \n \n - \n \n \n \n \n Operating lease liability \n \n \n (3,797) \n \n \n   \n \n \n (3,055) \n \n \n \n \n Other liabilities \n \n \n (996) \n \n \n   \n \n \n - \n \n \n \n \n Transactions with members and related parties \n \n \n 461 \n \n \n   \n \n \n 1,593 \n \n \n \n \n Net Cash Provided by Operating Activities \n \n \n 10,030 \n \n \n   \n \n \n 7,889 \n \n \n \n \n Cash Flows from Investing Activities: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Purchases of property and equipment \n \n \n (222) \n \n \n   \n \n \n (29) \n \n \n \n \n Proceeds issued for notes receivable - related parties \n \n \n (500) \n \n \n   \n \n \n - \n \n \n \n \n Cash paid for acquisitions \n \n \n (20,991) \n \n \n   \n \n \n (20,200) \n \n \n \n \n Net Cash Used in Investing Activities \n \n \n (21,713) \n \n \n   \n \n \n (20,229) \n \n \n \n \n Cash Flows from Financing Activities: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Proceeds from notes payable \n \n \n 24,000 \n \n \n   \n \n \n 25,000 \n \n \n \n \n Payment of debt issuance costs \n \n \n (115) \n \n \n   \n \n \n (806) \n \n \n \n \n Payment of deferred equity offering costs \n \n \n (1,472) \n \n \n   \n \n \n - \n \n \n \n \n Principal payment of note payable \n \n \n (6,455) \n \n \n   \n \n \n (2,355) \n \n \n \n \n Payment of contingent considerations \n \n \n (726) \n \n \n   \n \n \n (1,018) \n \n \n \n \n Dividends paid \n \n \n (7,112) \n \n \n   \n \n \n (11,202) \n \n \n \n \n Net Cash Provided by Financing Activities \n \n \n 8,120 \n \n \n   \n \n \n 9,619 \n \n \n \n \n Effect of foreign exchange rate changes on cash and cash equivalents \n \n \n 172 \n \n \n   \n \n \n 35 \n \n \n \n \n Net Decrease in Cash and Cash Equivalents \n \n \n (3,391) \n \n \n   \n \n \n (2,686) \n \n \n \n \n Cash and Cash Equivalents as of Beginning of Period \n \n \n 14,536 \n \n \n   \n \n \n 15,396 \n \n \n \n \n Cash and Cash Equivalents at the End of Period \n \n \n  $ 11,145 \n \n \n   \n \n \n  $ 12,710 \n \n \n \n \n   \n The accompanying notes to the condensed consolidated financial statements are an integral part of these statements \n   \n \n \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n Supplemental disclosure of cash flow information: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Cash paid for interest \n \n \n  $ 2,304 \n \n \n   \n \n \n  $ 519 \n \n \n \n \n Cash paid for income taxes \n \n \n 8,060 \n \n \n   \n \n \n 4,403 \n \n \n \n \n Common stock received for repayment of note receivable with Alpine Group \n \n \n 532 \n \n \n   \n \n \n - \n \n \n \n \n Right of use assets obtained with lease liabilities \n \n \n 2,071 \n \n \n   \n \n \n 1,021 \n \n \n \n \n Contingent consideration issued for acquisitions \n \n \n 2,871 \n \n \n   \n \n \n 3,781 \n \n \n \n \n Common stock issued for acquisitions \n \n \n 1,281 \n \n \n   \n \n \n 1,443 \n \n \n \n \n Stock issued for settlement of other liability \n \n \n 342 \n \n \n   \n \n \n - \n \n \n \n \n Accrued deferred equity offering costs \n \n \n 298 \n \n \n   \n \n \n - \n \n \n \n \n Stock issued for settlement of contingent consideration \n \n \n - \n \n \n   \n \n \n 691 \n \n \n \n \n   \n The accompanying notes to the condensed consolidated financial statements are an integral part of these statements \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES \n NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS \n (Amounts in thousands, except share and per share data) \n (Unaudited) \n   \n NOTE 1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES \n Nature of Business \n Public Policy Holding Company, Inc. (\"PPHC-Inc.\") was incorporated on February 4, 2021. From PPHC-Inc.'s incorporation until December 10, 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 July 1, 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 20,000,000 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\"). \n 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 September 30, 2025, the Company conducts its business through 12 individual member companies. \n 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 nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 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 United States Dollars (\"USD\" or \"US Dollars\"). \n Reverse Stock Split \n On September 29, 2025 , the Company's Board of Directors approved an amendment to the Company's amended and restated certificate of incorporation to effect a reverse stock split of the Company's Common Stock, including all unvested Common Stock, at a ratio of one share for every five shares (the \"Reverse Stock Split\"). The Reverse Stock Split was effective on October 2, 2025. The authorized number of shares, and par value per share, of Common Stock are not affected by the Reverse Stock Split. Under the terms of the Reverse Stock Split, the number of shares awarded, issuable upon exercise of options awarded or issued or issuable pursuant to other equity awards under the Company's existing omnibus incentive plan, and the exercise price of such options, have been adjusted on a pro rata basis. For all periods presented, all references to shares, options to purchase common stock, share amounts, per share amount, and related information contained in the consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split. \n Use of Estimates \n The preparation of consolidated financial statements in accordance with GAAP requires the Company's management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but not limited to, the allowance for credit losses, useful lives of intangible assets, recoverability of the carrying amounts of intangible assets, shared-based compensation, business acquisitions, valuation of contingent considerations, post-combination liabilities and income tax provision. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates. \n Certain monetary amounts, percentages and other figures included elsewhere in this report 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. \n Basis of Presentation \n The accompanying unaudited consolidated financial statements have been prepared by PPHC-Inc. in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission (the \"SEC\") regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. \n The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods ended September 30, 2025 and 2024, but are not necessarily indicative of the results of operations to be anticipated for any future interim periods or for the full year ending December 31, 2025. \n The consolidated balance sheet as of December 31, 2024 included herein was derived from the audited financial statements as of that date. \n The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation. \n Significant Accounting Policies \n The Company's significant accounting policies are disclosed in the consolidated financial statements for the year ended December 31, 2024. There were no material changes or developments during the reporting period to the Company's significant accounting policies with the exception of the following development: \n Deferred Offering Costs: Costs directly attributable to the Company's offering of its equity securities are deferred as prepaid expenses and other current assets. These costs primarily represent specific incremental legal, accounting, investment banking and consulting costs directly related to the Company's efforts to raise capital through a public sale of its Common Stock. Future costs will be deferred until the completion of the offering, at which time deferred costs will be reclassified to additional paid-in capital as a reduction of the offering proceeds. At September 30, 2025 , the Company had $2.1 million of deferred offering costs, included within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet. At December 31, 2024 , the balance of deferred offering costs was not material. \n   \n NOTE 2. CORRECTION OF ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS \n 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-UK 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 December 31, 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. \n 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. \n The impact of these corrections for the year ended December 31, 2024 is as follows: \n \n \n \n \n   \n \n \n As previously reported \n \n \n   \n \n \n Adjustment \n \n \n   \n \n \n As revised \n \n \n \n \n For the year ended December 31, 2024 \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n      Net loss per share - basic and diluted:  \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n           Net loss per share - basic and diluted \n \n \n  $ (1.07) \n \n \n   \n \n \n  $ (1.27) \n \n \n   \n \n \n  $ (2.34) \n \n \n \n \n           Net loss attributable to common stockholders \n \n \n (23,957) \n \n \n   \n \n \n (7,396) \n \n \n   \n \n \n (31,353) \n \n \n \n \n Shares used to compute basic and diluted net loss per share \n \n \n 22,365 \n \n \n   \n \n \n (8,956) \n \n \n   \n \n \n 13,409 \n \n \n \n \n The assessment also resulted in the revision of the number of outstanding shares presented in the Statement Stockholders' Equity. The previously reported share count in the Statement of Stockholders' Equity included legally outstanding shares that were fully vested as well as Retained Pre-UK IPO Shares (Note 11). The Company has revised this share count to present all legally issued shares regardless of vesting conditions. \n   \n The impact of these corrections for the year ended December 31, 2024 is as follows: \n \n \n \n \n   \n \n \n As previously reported \n \n \n   \n \n \n Adjustment \n \n \n   \n \n \n As revised \n \n \n \n \n Balance as of December 31, 2023 \n \n \n 21,908,445 \n \n \n   \n \n \n 1,145,948 \n \n \n   \n \n \n 23,054,393 \n \n \n \n \n Issuance of unvested legally outstanding shares \n \n \n - \n \n \n   \n \n \n 537,054 \n \n \n   \n \n \n 537,054 \n \n \n \n \n Vesting of stock issued from Multistate acquisition \n \n \n 187,315 \n \n \n   \n \n \n (187,315) \n \n \n   \n \n \n - \n \n \n \n \n Vesting of stock issued from KP Public Affairs acquisition \n \n \n 98,498 \n \n \n   \n \n \n (98,498) \n \n \n   \n \n \n - \n \n \n \n \n Vesting of stock issued from Engage acquisition \n \n \n 64,974 \n \n \n   \n \n \n (64,974) \n \n \n   \n \n \n - \n \n \n \n \n Vesting of stock issued to consultant \n \n \n 12,694 \n \n \n   \n \n \n (12,694) \n \n \n   \n \n \n - \n \n \n \n \n Vesting of restricted stock units \n \n \n - \n \n \n   \n \n \n 158,337 \n \n \n   \n \n \n 158,337 \n \n \n \n \n Vesting of restricted units and restricted stock awards \n \n \n 260,716 \n \n \n   \n \n \n (260,716) \n \n \n   \n \n \n - \n \n \n \n \n Common stock issued to Multistate as settlement of contingent consideration \n \n \n 88,287 \n \n \n   \n \n \n - \n \n \n   \n \n \n 88,287 \n \n \n \n \n Issuance of common stock for acquisition \n \n \n 179,528 \n \n \n   \n \n \n - \n \n \n   \n \n \n 179,528 \n \n \n \n \n Balance as of December 31, 2024 \n \n \n 22,800,457 \n \n \n   \n \n \n 1,217,142 \n \n \n   \n \n \n 24,017,599 \n \n \n \n \n   \n   \n NOTE 3. NEW ACCOUNTING PRONOUNCEMENTS \n Accounting Standards Not Yet Adopted \n 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 December 15, 2024, although early adoptions is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures. \n 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 December 15, 2024, and interim reporting periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures. \n 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 December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company expects to adopt this guidance in its fiscal year beginning January 1, 2027. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures. \n   \n NOTE 4. BASIC AND DILUTED EARNINGS (LOSS) PER SHARE \n 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 nine months ended September 30, 2025 and the year ended December 31, 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.  \n The following table includes the outstanding number of shares and potentially dilutive stock options and Restricted Stock Units (\"RSU's\") as of September 30, 2025 and December 31, 2024, respectively: \n \n \n \n \n   \n \n \n September 30, 2025 \n \n \n   \n \n \n December 31, 2024 \n \n \n \n \n   \n \n \n   \n \n \n \n \n Common shares outstanding \n \n \n 17,523,582 \n \n \n   \n \n \n 16,883,845 \n \n \n \n \n Nonvested shares outstanding \n \n \n 7,611,124 \n \n \n   \n \n \n 7,133,752 \n \n \n \n \n Legally outstanding shares \n \n \n 25,134,706 \n \n \n   \n \n \n 24,017,597 \n \n \n \n \n Stock options and RSUs outstanding (1) \n \n \n 1,751,207 \n \n \n   \n \n \n 1,546,039 \n \n \n \n \n Total fully diluted shares \n \n \n 26,885,913 \n \n \n   \n \n \n 25,563,636 \n \n \n \n \n (1) The holders of Restricted Stock Units and Stock Options are not entitled to dividends or to vote \n The following tables includes the weighted average shares outstanding and potentially dilutive stock options and RSUs for three and nine months ended September 30, 2025 and 2024, respectively: \n \n \n \n \n   \n \n \n Three months ended September 30, \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n Common shares, weighted average \n \n \n 17,403,040 \n \n \n   \n \n \n 13,654,190 \n \n \n   \n \n \n 17,165,104 \n \n \n   \n \n \n 13,126,771 \n \n \n \n \n Nonvested shares, weighted average \n \n \n 7,596,227 \n \n \n   \n \n \n 10,319,856 \n \n \n   \n \n \n 7,360,491 \n \n \n   \n \n \n 10,388,236 \n \n \n \n \n Legally outstanding shares, weighted average \n \n \n 24,999,267 \n \n \n   \n \n \n 23,974,046 \n \n \n   \n \n \n 24,525,595 \n \n \n   \n \n \n 23,515,007 \n \n \n \n \n Stock options and RSUs outstanding, weighted average \n \n \n 1,887,072 \n \n \n   \n \n \n 1,579,926 \n \n \n   \n \n \n 1,666,209 \n \n \n   \n \n \n 1,236,210 \n \n \n \n \n Total securities on a fully diluted basis, weighted average \n \n \n 26,886,339 \n \n \n   \n \n \n 25,553,972 \n \n \n   \n \n \n 26,191,804 \n \n \n   \n \n \n 24,751,217 \n \n \n \n \n   \n The following table shows the computation of basic and diluted loss per share for the three and nine months ended September 30, 2025 and 2024, respectively: \n \n \n \n \n   \n \n \n Three months ended September 30, \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n Numerator \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Net losses \n \n \n  $ (7,440) \n \n \n   \n \n \n  $ (6,711) \n \n \n   \n \n \n  $ (23,786) \n \n \n   \n \n \n  $ (17,292) \n \n \n \n \n Less unvested common stock dividends under the two - class method \n \n \n (410) \n \n \n   \n \n \n (2,506) \n \n \n   \n \n \n (2,161) \n \n \n   \n \n \n (7,527) \n \n \n \n \n Net loss attributable to common stockholders \n \n \n (7,850) \n \n \n   \n \n \n (9,216) \n \n \n   \n \n \n (25,948) \n \n \n   \n \n \n (24,819) \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Denominator \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Weighted-average basic shares outstanding \n \n \n 17,403,040 \n \n \n   \n \n \n 13,654,190 \n \n \n   \n \n \n 17,165,104 \n \n \n   \n \n \n 13,126,771 \n \n \n \n \n Basic and diluted loss per share \n \n \n  $ (0.45) \n \n \n   \n \n \n  $ (0.67) \n \n \n   \n \n \n  $ (1.51) \n \n \n   \n \n \n  $ (1.89) \n \n \n \n \n   \n NOTE 5. REVENUE \n 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. \n Most of the consulting service contracts are based on one of the following types of contract arrangements: \n •      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. \n •     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. \n 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. \n 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. \n The following table provides disaggregated revenue by revenue type: \n \n \n \n \n   \n \n \n Three months ended September 30, \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n Government Relations Consulting revenue \n \n \n  $ 27,478 \n \n \n   \n \n \n $ 26,286 \n \n \n   \n \n \n $ 80,943 \n \n \n   \n \n \n $ 76,615 \n \n \n \n \n Corporate Communications & Public Affairs Consulting revenue \n \n \n 18,022 \n \n \n   \n \n \n 10,501 \n \n \n   \n \n \n 46,178 \n \n \n   \n \n \n 26,038 \n \n \n \n \n Compliance and Insights Services revenue \n \n \n 3,287 \n \n \n   \n \n \n 2,628 \n \n \n   \n \n \n 9,565 \n \n \n   \n \n \n 7,895 \n \n \n \n \n Total revenue \n \n \n $ 48,787 \n \n \n   \n \n \n $ 39,415 \n \n \n   \n \n \n $ 136,686 \n \n \n   \n \n \n $ 110,549 \n \n \n \n \n   \n Revenue by geographic region: \n \n \n \n \n   \n \n \n Three months ended September 30, \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n United States \n \n \n $ 46,338 \n \n \n   \n \n \n $ 37,597 \n \n \n   \n \n \n $ 130,340 \n \n \n   \n \n \n $ 108,170 \n \n \n \n \n International \n \n \n 2,449 \n \n \n   \n \n \n 1,818 \n \n \n   \n \n \n 6,346 \n \n \n   \n \n \n 2,379 \n \n \n \n \n Revenue by geographic market \n \n \n $ 48,787 \n \n \n   \n \n \n $ 39,415 \n \n \n   \n \n \n $ 136,686 \n \n \n   \n \n \n $ 110,549 \n \n \n \n \n   \n NOTE 6. CONTRACT BALANCES AND ALLOWANCE FOR EXPECTED CREDIT LOSSES \n The following table provides information about receivables, contract assets and contract liabilities from contracts with customers as of: \n \n \n \n \n   \n \n \n September 30, 2025 \n \n \n   \n \n \n December 31, 2024 \n \n \n \n \n Accounts receivable \n \n \n $ 26,792 \n \n \n   \n \n \n $ 19,162 \n \n \n \n \n Unbilled receivables \n \n \n 838 \n \n \n   \n \n \n 225 \n \n \n \n \n Allowance for expected credit losses \n \n \n (2,506) \n \n \n   \n \n \n (1,102) \n \n \n \n \n Total contract receivables, net \n \n \n 25,124 \n \n \n   \n \n \n 18,285 \n \n \n \n \n Contract Liabilities / (Deferred revenue) \n \n \n $ (4,931) \n \n \n   \n \n \n $ (3,150) \n \n \n \n \n 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 $4.9 million and $3.1 million from September 30, 2025 and December 31, 2024 is expected to be recognized as revenue within one year of the respective balance sheet date.  \n The following table summarized information about the activity in the allowance for expected credit losses as follows: \n \n \n \n \n Balance at December 31, 2023 \n \n \n $ 794 \n \n \n \n \n Provision for expected credit losses \n \n \n 1,024 \n \n \n \n \n (Write-off)/Recoveries \n \n \n (716) \n \n \n \n \n Balance at December 31, 2024 \n \n \n $ 1,102 \n \n \n \n \n Provision for expected credit losses \n \n \n 2,349 \n \n \n \n \n (Write-off)/Recoveries \n \n \n (945) \n \n \n \n \n Balance at September 30, 2025 \n \n \n $ 2,506 \n \n \n \n \n   \n NOTE 7.  GOODWILL AND INTANGIBLE ASSETS \n Goodwill \n Goodwill is an indefinite lived asset with balances as follows: \n \n \n \n \n Balance at December 31, 2023 \n \n \n $ 47,910 \n \n \n \n \n Acquired goodwill \n \n \n 16,779 \n \n \n \n \n Foreign currency translation \n \n \n (381) \n \n \n \n \n Balance at December 31, 2024 \n \n \n $ 64,308 \n \n \n \n \n Acquired goodwill \n \n \n 1,170 \n \n \n \n \n Foreign currency translation \n \n \n 1,212 \n \n \n \n \n Balance at September 30, 2025 \n \n \n $ 66,690 \n \n \n \n \n We monitor our reporting units for indicators of impairment throughout the year to determine if a change in facts or circumstances warrants a re-evaluation of our goodwill. There were no goodwill impairment charges recorded in the nine months ended September 30, 2025 and for the year ended December 31, 2024, and there were no goodwill impairment charges. \n Intangible assets \n 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. \n 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 September 30, 2025 and December 31, 2024: \n \n \n \n \n   \n \n \n September 30, 2025 \n \n \n \n \n   \n \n \n Weighted Average Useful Life (in Years) \n \n \n   \n \n \n Gross Book Value \n \n \n   \n \n \n Accumulated Amortization \n \n \n   \n \n \n Net Book Value \n \n \n \n \n Customer relationships \n \n \n 7.5 \n \n \n   \n \n \n $ 43,310 \n \n \n   \n \n \n $ (19,134) \n \n \n   \n \n \n $ 24,176 \n \n \n \n \n Developed technology \n \n \n 7.0 \n \n \n   \n \n \n 3,938 \n \n \n   \n \n \n (1,453) \n \n \n   \n \n \n 2,485 \n \n \n \n \n Noncompete agreements \n \n \n 4.5 \n \n \n   \n \n \n 3,327 \n \n \n   \n \n \n (1,141) \n \n \n   \n \n \n 2,186 \n \n \n \n \n Total definite lived assets \n \n \n   \n \n \n   \n \n \n 50,575 \n \n \n   \n \n \n (21,729) \n \n \n   \n \n \n 28,846 \n \n \n \n \n Trade names \n \n \n   \n \n \n   \n \n \n 12,795 \n \n \n   \n \n \n   \n \n \n   \n \n \n 12,795 \n \n \n \n \n Total intangible assets \n \n \n   \n \n \n   \n \n \n $ 63,370 \n \n \n   \n \n \n $ (21,729) \n \n \n   \n \n \n $ 41,641 \n \n \n \n \n   \n \n \n \n \n   \n \n \n December 31, 2024 \n \n \n \n \n   \n \n \n Weighted Average Useful Life (in Years) \n \n \n   \n \n \n Gross Book Value \n \n \n   \n \n \n Accumulated Amortization \n \n \n   \n \n \n Net Book Value \n \n \n \n \n Customer relationships \n \n \n 7.2 \n \n \n   \n \n \n $ 33,556 \n \n \n   \n \n \n $ (15,277) \n \n \n   \n \n \n $ 18,279 \n \n \n \n \n Developed technology \n \n \n 7.0 \n \n \n   \n \n \n 3,938 \n \n \n   \n \n \n (1,031) \n \n \n   \n \n \n 2,907 \n \n \n \n \n Noncompete agreements \n \n \n 3.9 \n \n \n   \n \n \n 2,070 \n \n \n   \n \n \n (767) \n \n \n   \n \n \n 1,303 \n \n \n \n \n Total definite lived assets \n \n \n   \n \n \n   \n \n \n 39,564 \n \n \n   \n \n \n (17,076) \n \n \n   \n \n \n 22,488 \n \n \n \n \n Trade names \n \n \n   \n \n \n   \n \n \n 9,655 \n \n \n   \n \n \n - \n \n \n   \n \n \n 9,655 \n \n \n \n \n Total intangible assets \n \n \n   \n \n \n   \n \n \n 49,219 \n \n \n   \n \n \n $ (17,076) \n \n \n   \n \n \n $ 32,144 \n \n \n \n \n Amortization expense for customer relationship, noncompete agreement and developed technology assets approximated $1.6 million and $4.6 million and $1.3 million and $3.4 million for the three and nine months ended September 30, 2025 and 2024, respectively. \n   \n NOTE 8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES \n Accounts payable and accrued expenses consist of the following as of: \n \n \n \n \n   \n \n \n September 30, 2025 \n \n \n   \n \n \n December 31, 2024 \n \n \n \n \n Accounts payable \n \n \n $ 5,715 \n \n \n   \n \n \n $ 4,753 \n \n \n \n \n Bonus payable \n \n \n 10,354 \n \n \n   \n \n \n 9,927 \n \n \n \n \n Other accrued expenses \n \n \n 5,843 \n \n \n   \n \n \n 5,364 \n \n \n \n \n Total \n \n \n $ 21,912 \n \n \n   \n \n \n $ 20,044 \n \n \n \n \n   \n NOTE 9.  L EASES \n The Company leases office space and equipment under non-cancelable operating leases. The following table presents lease costs and other quantitative information: \n \n \n \n \n   \n \n \n Three months ended September 30, \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n Operating lease cost (cost resulting from lease payments) \n \n \n $ 1,422 \n \n \n   \n \n \n $ 1,333 \n \n \n   \n \n \n $ 4,230 \n \n \n   \n \n \n $ 3,904 \n \n \n \n \n Variable lease cost (cost excluded from lease payments) \n \n \n 165 \n \n \n   \n \n \n 108 \n \n \n   \n \n \n 386 \n \n \n   \n \n \n 343 \n \n \n \n \n Sublease income \n \n \n (103) \n \n \n   \n \n \n (87) \n \n \n   \n \n \n (279) \n \n \n   \n \n \n (257) \n \n \n \n \n Net lease cost \n \n \n $ 1,485 \n \n \n   \n \n \n $ 1,354 \n \n \n   \n \n \n $ 4,337 \n \n \n   \n \n \n $ 3,990 \n \n \n \n \n Cash paid for amounts included in the measurement of lease liabilities \n \n \n $ 1,559 \n \n \n   \n \n \n $ 1,413 \n \n \n   \n \n \n $ 4,630 \n \n \n   \n \n \n $ 3,938 \n \n \n \n \n Weighted average lease term - operating leases \n \n \n 3.9 years \n \n \n   \n \n \n 4.7 years \n \n \n   \n \n \n 3.9 years \n \n \n   \n \n \n 4.7 years \n \n \n \n \n Weighted average discount rate - operating leases \n \n \n 5.4% \n \n \n   \n \n \n 5.2% \n \n \n   \n \n \n 5.4% \n \n \n   \n \n \n 5.2% \n \n \n \n \n Future payments of operating leases as of September 30, 2025 are listed in the table below: \n \n \n \n \n Year \n \n \n   \n \n \n Amount \n \n \n \n \n 2025 (Excluding the Nine months ended September 30, 2025 \n \n \n   \n \n \n $ 1,573 \n \n \n \n \n 2026 \n \n \n   \n \n \n 6,297 \n \n \n \n \n 2027 \n \n \n   \n \n \n 5,354 \n \n \n \n \n 2028 \n \n \n   \n \n \n 4,650 \n \n \n \n \n 2029 \n \n \n   \n \n \n 2,799 \n \n \n \n \n Thereafter \n \n \n   \n \n \n 1,436 \n \n \n \n \n Total future minimum lease payments \n \n \n   \n \n \n 22,108 \n \n \n \n \n Amount representing interest \n \n \n   \n \n \n (2,200) \n \n \n \n \n Present value of net future minimum lease payments \n \n \n   \n \n \n $ 19,909 \n \n \n \n \n   \n NOTE 10. NOTES PAYABLE \n The Company has several term loans outstanding with a financial institution (\"Term Loans\"). The 2023 Facility 2 loan matures on March 31, 2029 with monthly principal payments of $0.2 million plus interest. The 2024 Term Loan A and 2024 Term Loan B (collectively the \"2024 Term Loans\") require monthly principal payments of $0.3 million plus interest until their maturity date of April 30, 2028. The 2025 Term Loan C requires monthly principal payments of $0.2 million per month plus interest through March 1, 2026, increasing to $0.3 million per month plus interest through the maturity date of March 31, 2029. The interest rate for all of these loans is the Secured Overnight Financing Rate (\"SOFR\") plus 2.60% per annum. \n The Company's total debt consists of the following as of: \n \n \n \n \n   \n \n \n Original Loan Amount \n \n \n   \n \n \n September 30, 2025 \n \n \n   \n \n \n December 31, 2024 \n \n \n \n \n 2023 Facility 2 \n \n \n $ 14,000 \n \n \n   \n \n \n $ 5,250 \n \n \n   \n \n \n $ 7,875 \n \n \n \n \n 2024 Term Loan A \n \n \n 6,000 \n \n \n   \n \n \n 5,175 \n \n \n   \n \n \n 5,850 \n \n \n \n \n 2024 Term Loan B \n \n \n 19,000 \n \n \n   \n \n \n 16,388 \n \n \n   \n \n \n 18,525 \n \n \n \n \n 2025 Term Loan C \n \n \n 24,000 \n \n \n   \n \n \n 23,004 \n \n \n   \n \n \n - \n \n \n \n \n Other debt \n \n \n - \n \n \n   \n \n \n 133 \n \n \n   \n \n \n 154 \n \n \n \n \n Less: unamortized debt issuance costs \n \n \n 748 \n \n \n   \n \n \n 310 \n \n \n   \n \n \n 359 \n \n \n \n \n Total debt, net of unamortized issuance costs \n \n \n $ 62,252 \n \n \n   \n \n \n 49,639 \n \n \n   \n \n \n 32,045 \n \n \n \n \n Less: current portion \n \n \n \n \n \n   \n \n \n (8,177) \n \n \n   \n \n \n (6,031) \n \n \n \n \n Total debt, long-term \n \n \n   \n \n \n   \n \n \n $ 41,462 \n \n \n   \n \n \n $ 26,014 \n \n \n \n \n As of September 30, 2025, the future principal maturities of the Terms Loans are as follows: \n \n \n \n \n   \n \n \n 2023 Facility 2 \n \n \n   \n \n \n 2024 Term Loan A \n \n \n   \n \n \n 2024 Term Loan B \n \n \n   \n \n \n 2025 Term Loan C \n \n \n   \n \n \n Total \n \n \n \n \n 2025 \n \n \n $ 525 \n \n \n   \n \n \n $ 225 \n \n \n   \n \n \n $ 713 \n \n \n   \n \n \n $ 598 \n \n \n   \n \n \n $ 2,060 \n \n \n \n \n 2026 \n \n \n 2,100 \n \n \n   \n \n \n 900 \n \n \n   \n \n \n 2,850 \n \n \n   \n \n \n 3,298 \n \n \n   \n \n \n 9,148 \n \n \n \n \n 2027 \n \n \n 2,100 \n \n \n   \n \n \n 900 \n \n \n   \n \n \n 2,850 \n \n \n   \n \n \n 3,600 \n \n \n   \n \n \n 9,450 \n \n \n \n \n 2028 \n \n \n 525 \n \n \n   \n \n \n 3,150 \n \n \n   \n \n \n 9,975 \n \n \n   \n \n \n 3,600 \n \n \n   \n \n \n 17,250 \n \n \n \n \n 2029 \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 11,909 \n \n \n   \n \n \n 11,909 \n \n \n \n \n Total \n \n \n $ 5,250 \n \n \n   \n \n \n $ 5,175 \n \n \n   \n \n \n $ 16,388 \n \n \n   \n \n \n $ 23,004 \n \n \n   \n \n \n $ 49,817 \n \n \n \n \n Total approximate interest expense incurred for the Term Loans was as follows: \n \n \n \n \n   \n \n \n Three months ended September 30, \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n Cash interest on term loans \n \n \n $ 910 \n \n \n   \n \n \n $ 696 \n \n \n   \n \n \n $ 2,288 \n \n \n   \n \n \n $ 1,201 \n \n \n \n \n Cash interest on other debt \n \n \n 2 \n \n \n   \n \n \n 6 \n \n \n   \n \n \n 16 \n \n \n   \n \n \n 20 \n \n \n \n \n Debt discount amortization \n \n \n 69 \n \n \n   \n \n \n 49 \n \n \n   \n \n \n 177 \n \n \n   \n \n \n 128 \n \n \n \n \n Total interest expense \n \n \n $ 981 \n \n \n   \n \n \n $ 751 \n \n \n   \n \n \n $ 2,481 \n \n \n   \n \n \n $ 1,348 \n \n \n \n \n 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 and 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 as of September 30, 2025 and December 31, 2024. \n NOTE 11.  SHARE-BASED ACCOUNTING CHARGE \n On December 16, 2021, PPHC-Inc. completed its initial public offering (\"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 Company 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. \n As a result of the vesting conditions for the Retained Pre-UK IPO Shares, the Company recorded share-based accounting charges of $7.4 million and $22.2 million and $8.7 million and $23.9 million for the three and nine months ended September 30, 2025 and 2024, respectively. \n As of September 30, 2025, there were 14,223,476 Retained Pre-UK IPO Shares held by current employees and subject to vesting requirements, and 11,054,003 of these shares were fully vested. These shares were issued in 2021 and the weighted-average grant date fair value of these shares was $9.10 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 September 30, 2025, the unrecognized compensation cost from these restricted shares was approximately $35.6 million, which is expected to be recognized over a weighted-average period of 1.2 years. \n 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 for the three and nine months ended September 30, 2025 and 2024 : \n \n \n \n \n   \n \n \n Three months ended September 30, \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n Cost of services \n \n \n $ 6,654 \n \n \n   \n \n \n $ 6,107 \n \n \n   \n \n \n $ 20,011 \n \n \n   \n \n \n $ 19,425 \n \n \n \n \n General and administrative expense \n \n \n 740 \n \n \n   \n \n \n 2,552 \n \n \n   \n \n \n 2,221 \n \n \n   \n \n \n 4,428 \n \n \n \n \n Total expense relating to Retained Pre-UK IPO Shares \n \n \n $ 7,394 \n \n \n   \n \n \n $ 8,659 \n \n \n   \n \n \n $ 22,232 \n \n \n   \n \n \n $ 23,853 \n \n \n \n \n   \n NOTE 12.  POST-COMBINATION COMPENSATION CHARGE \n 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. \n The post-combination compensation charge recorded by the Company was approximately $4.0 million and $12.7 million and $3.6 million and $8.7 million for the three and nine months ended September 30, 2025 and 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: \n \n \n \n \n   \n \n \n Three months ended September 30, \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n Additions to other liability \n \n \n $ 1,030 \n \n \n   \n \n \n $ 1,403 \n \n \n   \n \n \n $ 4,089 \n \n \n   \n \n \n $ 3,600 \n \n \n \n \n Vesting of common stock \n \n \n 677 \n \n \n   \n \n \n (15) \n \n \n   \n \n \n 2,175 \n \n \n   \n \n \n 1,308 \n \n \n \n \n Amortization of prepaid post-combination compensation \n \n \n 2,256 \n \n \n   \n \n \n 2,232 \n \n \n   \n \n \n 6,475 \n \n \n   \n \n \n 3,832 \n \n \n \n \n Total \n \n \n $ 3,963 \n \n \n   \n \n \n $ 3,619 \n \n \n   \n \n \n $ 12,739 \n \n \n   \n \n \n $ 8,740 \n \n \n \n \n As of September 30, 2025, the unrecognized post-combination compensation charge was approximately $46.9 million, which is expected to be recognized over a weighted-average period of 2.1. The actual amount of Post-Combination Payments is subject to significant estimates and could change materially in the future. \n NOTE 13.  RELATED PARTY TRANSACTIONS \n As of September 30, 2025, the amounts owed to related parties of approximately $1.0 million consists primarily of a working capital loan of approximately $0.7 million from the sellers of TrailRunner to the Company, which will be repaid in 2025.  \n As of September 30, 2024, the amounts owed to related parties of approximately $0.5 million include the amount related to a 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.  \n 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 $0.8 million from the Company at any time prior to December 31, 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 $0.5 million 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 June 30, 2024 was $0.5 million. The 2021 Note was classified as a current asset as of June 30, 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 January 16, 2025. During February 2025, the 2021 Note plus accrued interest totaling approximately $0.5 million was repaid through the transfer of 63,356 shares of PPHC-Inc common stock from Alpine Inc to the Company, which shares have been retired.    \n During November 2023, the Company entered into term note agreements (\"2023 Notes\") with certain employees of the Alpine Group Partners, LLC totaling $1.8 million. The interest rate on the 2023 Notes is 7.5% and was reduced to 4.45%. The notes are payable in annual installments of $0.4 million plus all accrued and unpaid interest beginning on November 1, 2024 with a maturity date of November 1, 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 September 30, 2025 and 2024, the 2023 Notes were recorded in notes receivable - related parties with $0.4 million and $0.4 million classified as a current asset and $1.1 million and $1.4 million, respectively, classified as a non-current asset. The amount of accrued interest and interest revenue from the 2023 Notes is not material.  \n On August 1, 2025, the Company issued a loan to employees in the amount of $0.5 million. The interest rate on the loan is 4.06%. The employee loan has a maturity date of August 1, 2030. As of September 30, 2025 , the employee loan was recorded in notes receivable - related parties, long term. \n NOTE 14.  O MNIBUS I NCENTIVE P LAN \n As of September 30, 2025, the total amount of shares authorized by the Board of Directors under the Omnibus Plan was 3,770,206 with a total of 638,956 available for issuance.  \n The total long-term incentive program expense, net of forfeitures, is detailed in the following table: \n \n \n \n \n   \n \n \n Three months ended September 30, \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n Options \n \n \n 45 \n \n \n   \n \n \n 121 \n \n \n   \n \n \n 239 \n \n \n   \n \n \n 385 \n \n \n \n \n RSUs \n \n \n 639 \n \n \n   \n \n \n 719 \n \n \n   \n \n \n 1,703 \n \n \n   \n \n \n 1,257 \n \n \n \n \n RSAs \n \n \n 942 \n \n \n   \n \n \n 538 \n \n \n   \n \n \n 2,011 \n \n \n   \n \n \n 830 \n \n \n \n \n SARs \n \n \n 346 \n \n \n   \n \n \n 222 \n \n \n   \n \n \n 670 \n \n \n   \n \n \n 491 \n \n \n \n \n Total \n \n \n 1,972 \n \n \n   \n \n \n 1,599 \n \n \n   \n \n \n 4,623 \n \n \n   \n \n \n 2,962 \n \n \n \n \n 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: \n \n \n \n \n   \n \n \n Three months ended September 30, \n \n \n   \n \n \n Nine months ended September 30, \n \n \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2025 \n \n \n   \n \n \n 2024 \n \n \n \n \n Cost of services \n \n \n $ 1,638 \n \n \n   \n \n \n $ 1,155 \n \n \n   \n \n \n $ 3,831 \n \n \n   \n \n \n $ 1,870 \n \n \n \n \n General and administrative expense \n \n \n 334 \n \n \n   \n \n \n 444 \n \n \n   \n \n \n 792 \n \n \n   \n \n \n 1,092 \n \n \n \n \n Total \n \n \n $ 1,972 \n \n \n   \n \n \n $ 1,599 \n \n \n   \n \n \n $ 4,623 \n \n \n   \n \n \n $ 2,962 \n \n \n \n \n As of September 30, 2025, total unrecognized compensation expense and the applicable weighted-average period for that expense to be recognized is as follows: \n \n \n \n \n   \n \n \n Unrecognized compensation \n \n \n   \n \n \n Weighted average period \n \n \n \n \n Options \n \n \n $ 249 \n \n \n   \n \n \n 0.5 years \n \n \n \n \n RSUs \n \n \n 8,319 \n \n \n   \n \n \n 1.0 years \n \n \n \n \n RSAs \n \n \n 2,802 \n \n \n   \n \n \n 1.0 year \n \n \n \n \n Total \n \n \n $ 11,370 \n \n \n   \n \n \n   \n \n \n \n \n Options \n The following summarizes the stock option activity for the nine months ended September 30, 2025 and 2024: \n \n \n \n \n   \n \n \n Number of Shares \n \n \n   \n \n \n Weighted Average  Exercise Price- (USD) (1) \n \n \n   \n \n \n Weighted Average  Exercise Price-(GBP) \n \n \n   \n \n \n Weighted Average Contractual Term (in years) \n \n \n \n \n Outstanding as of December 31, 2024 \n \n \n 676,709 \n \n \n   \n \n \n $ 11.55 \n \n \n   \n \n \n £8.60 \n \n \n   \n \n \n 7.8 \n \n \n \n \n Granted \n \n \n 62,588 \n \n \n   \n \n \n 11.25 \n \n \n   \n \n \n 8.35 \n \n \n   \n \n \n 10.0 \n \n \n \n \n Exercised \n \n \n - \n \n \n   \n \n \n   \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Cancelled/Forfeited \n \n \n (27,397) \n \n \n   \n \n \n 10.15 \n \n \n   \n \n \n 7.55 \n \n \n   \n \n \n - \n \n \n \n \n Outstanding as of September 30, 2025 \n \n \n 711,900 \n \n \n   \n \n \n 11.60 \n \n \n   \n \n \n 8.65 \n \n \n   \n \n \n 7.3 \n \n \n \n \n Exercisable as of September 30, 2025 \n \n \n 433,392 \n \n \n   \n \n \n 11.65 \n \n \n   \n \n \n 8.65 \n \n \n   \n \n \n 6.5 \n \n \n \n \n Vested and expected to vest as of September 30, 2025 \n \n \n 711,900 \n \n \n   \n \n \n $ 11.60 \n \n \n   \n \n \n £8.65 \n \n \n   \n \n \n 7.3 \n \n \n \n \n   \n \n \n \n \n   \n \n \n Number of Shares \n \n \n   \n \n \n Weighted Average  Exercise Price- (USD) (1) \n \n \n   \n \n \n Weighted Average  Exercise Price-(GBP) \n \n \n   \n \n \n Weighted Average Contractual Term (in years) \n \n \n \n \n Outstanding as of December 31, 2023 \n \n \n 617,812 \n \n \n   \n \n \n $ 11.05 \n \n \n   \n \n \n £8.70 \n \n \n   \n \n \n 8.9 \n \n \n \n \n Granted \n \n \n 69,000 \n \n \n   \n \n \n 10.90 \n \n \n   \n \n \n 8.15 \n \n \n   \n \n \n - \n \n \n \n \n Exercised \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Cancelled/Forfeited \n \n \n (36,103) \n \n \n   \n \n \n 10.95 \n \n \n   \n \n \n 8.20 \n \n \n   \n \n \n - \n \n \n \n \n Outstanding as of September 30, 2024 \n \n \n 650,709 \n \n \n   \n \n \n 11.55 \n \n \n   \n \n \n 8.65 \n \n \n   \n \n \n 8.1 \n \n \n \n \n Exercisable as of September 30, 2024 \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Vested and expected to vest as of September 30, 2024 \n \n \n 650,709 \n \n \n   \n \n \n $ 11.55 \n \n \n   \n \n \n £8.65 \n \n \n   \n \n \n 8.1 \n \n \n \n \n (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. \n   \n Restricted Stock Units (\"RSUs\") \n Activity in the Company's non-vested RSUs was as follows for the nine months ended September 30, 2025 and 2024, respectively: \n \n \n \n \n   \n \n \n Number of RSUs \n \n \n   \n \n \n Weighted Average Grant Date Fair Value \n \n \n \n \n Nonvested as of December 31, 2024 \n \n \n 869,330 \n \n \n   \n \n \n $ 7.00 \n \n \n \n \n Granted \n \n \n 498,532 \n \n \n   \n \n \n 8.75 \n \n \n \n \n Vested \n \n \n (285,804) \n \n \n   \n \n \n 7.60 \n \n \n \n \n Cancelled/Forfeited \n \n \n (35,600) \n \n \n   \n \n \n 5.45 \n \n \n \n \n Nonvested as of September 30, 2025 \n \n \n 1,046,458 \n \n \n   \n \n \n $ 7.70 \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Nonvested as of December 31, 2023 \n \n \n 445,000 \n \n \n   \n \n \n 7.05 \n \n \n \n \n Granted \n \n \n 586,000 \n \n \n   \n \n \n 7.05 \n \n \n \n \n Vested \n \n \n (118,336) \n \n \n   \n \n \n 7.60 \n \n \n \n \n Cancelled/Forfeited \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Nonvested as of September 30, 2024 \n \n \n 912,664 \n \n \n   \n \n \n $ 7.00 \n \n \n \n \n Restricted Stock Awards (\"RSAs\") \n Activity in the Company's non-vested RSAs was as follows: \n \n \n \n \n   \n \n \n Number of RSAs \n \n \n   \n \n \n Weighted Average Grant Date Fair Value \n \n \n \n \n Nonvested as of December 31, 2024 \n \n \n 479,491 \n \n \n   \n \n \n $ 6.15 \n \n \n \n \n Granted \n \n \n 195,588 \n \n \n   \n \n \n 9.45 \n \n \n \n \n Vested \n \n \n (134,177) \n \n \n   \n \n \n 7.15 \n \n \n \n \n Cancelled/Forfeited \n \n \n (61,005) \n \n \n   \n \n \n 5.65 \n \n \n \n \n Nonvested as of September 30, 2025 \n \n \n 479,897 \n \n \n   \n \n \n $ 5.45 \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Nonvested as of December 31, 2023 \n \n \n 437,789 \n \n \n   \n \n \n 5.95 \n \n \n \n \n Granted \n \n \n 140,748 \n \n \n   \n \n \n 7.15 \n \n \n \n \n Vested \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Cancelled/Forfeited \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Nonvested as of September 30, 2024 \n \n \n 578,537 \n \n \n   \n \n \n $ 6.25 \n \n \n \n \n Stock Appreciation Rights (\"SARs\") \n 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 September 30, 2025 and 2024, the total liability recorded was $1.3 million and $0.6 million, respectively. \n The fair value of the SARs was calculated as follows as of: \n \n \n \n \n   \n \n \n September 30, 2025 \n \n \n   \n \n \n December 31, 2024 \n \n \n \n \n Estimated dividend yield \n \n \n 4.0% \n \n \n   \n \n \n 4.0% \n \n \n \n \n Expected stock price volatility \n \n \n 40.0% \n \n \n   \n \n \n 45.0% \n \n \n \n \n Risk-free interest rate \n \n \n 3.6% \n \n \n   \n \n \n 4.4% to 4.5% \n \n \n \n \n Expected life of instrument (in years) \n \n \n 2.1 to 3.5 years \n \n \n   \n \n \n 2.9 to 3.9 years \n \n \n \n \n Weighted-average fair value per share \n \n \n $ 4.64 \n \n \n   \n \n \n $ 2.55 \n \n \n \n \n Activity in the Company's SARs was as follows for the period ended September 30, 2025 and year ended December 31, 2024: \n \n \n \n \n   \n \n \n Number of Shares \n \n \n   \n \n \n Weighted Average Exercise Price \n \n \n \n \n Outstanding as of December 31, 2023 \n \n \n 352,000 \n \n \n   \n \n \n $ 8.50 \n \n \n \n \n Granted \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Exercised \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Cancelled/Forfeited \n \n \n (11,000) \n \n \n   \n \n \n 8.35 \n \n \n \n \n Outstanding as of December 31, 2024 \n \n \n 341,000 \n \n \n   \n \n \n $ 8.05 \n \n \n \n \n Granted \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Exercised \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Cancelled/Forfeited \n \n \n (30,000) \n \n \n   \n \n \n 8.95 \n \n \n \n \n Outstanding as of September 30, 2025 \n \n \n 311,000 \n \n \n   \n \n \n 8.95 \n \n \n \n \n Exercisable as of September 30, 2025 \n \n \n 311,000 \n \n \n   \n \n \n 8.95 \n \n \n \n \n Vested and expected to vest as of September 30, 2025 \n \n \n 207,337 \n \n \n   \n \n \n $ 8.90 \n \n \n \n \n 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. \n NOTE 15.  I NCOME T AXES \n 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. \n For the three and nine months ended September 30, 2025, the Company recognized an income tax (benefit) expense of approximately $0.6 million and $4.7 million. The Company's effective tax rate was (24.2)% after discrete items for the nine months ended September 30, 2025. \n For the three and nine months ended September 30, 2024, the Company recognized an income tax expense of approximately $1.2 million and $4.9 million. The Company's effective tax rate was (32.9)% after discrete items for the nine months ended September 30, 2024. \n 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. \n On July 4, 2025, the One Big Beautiful Bill Act (\"OBBBA\") was signed into law in the US, which contains a broad range of tax reform provisions affecting businesses. The Company has evaluated the full effects of these legislative changes, and the impact is not material. \n NOTE 16. F AIR V ALUE M EASUREMENT \n 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 September 30, 2025: \n \n \n \n \n   \n \n \n Level 1 \n \n \n   \n \n \n Level 2 \n \n \n   \n \n \n Level 3 \n \n \n \n \n Other liabilities \n \n \n $ - \n \n \n   \n \n \n $ - \n \n \n   \n \n \n $ 7,651 \n \n \n \n \n Contingent consideration \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 18,049 \n \n \n \n \n Total liabilities \n \n \n $ - \n \n \n   \n \n \n $ - \n \n \n   \n \n \n $ 25,700 \n \n \n \n \n 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 December 31, 2024: \n \n \n \n \n   \n \n \n Level 1 \n \n \n   \n \n \n Level 2 \n \n \n   \n \n \n Level 3 \n \n \n \n \n Other liabilities \n \n \n $ - \n \n \n   \n \n \n $ - \n \n \n   \n \n \n $ 4,880 \n \n \n \n \n Contingent consideration \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 10,896 \n \n \n \n \n Total liabilities \n \n \n $ - \n \n \n   \n \n \n $ - \n \n \n   \n \n \n $ 15,776 \n \n \n \n \n The carrying values of cash, contract receivables, and accounts payable and accrued expenses at September 30, 2025 and December 31, 2024 approximated their fair value due to the short maturity of these instruments. \n Financial Instruments that are Measured at Fair Value on a Recurring Basis \n Contingent Consideration \n The fair value of contingent consideration from the Company's acquisitions were measured using Level 3 inputs. \n 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 nine months ended September 30, 2025 as follows: \n \n \n \n \n Balance at December 31, 2024 \n \n \n $ 10,896 \n \n \n \n \n Fair value at issuance \n \n \n 3,165 \n \n \n \n \n Payout of contingent consideration \n \n \n (729) \n \n \n \n \n Change in fair value \n \n \n 4,956 \n \n \n \n \n Effect of currency translation adjustment \n \n \n 54 \n \n \n \n \n Purchase price adjustment \n \n \n (294) \n \n \n \n \n Balance at September 30, 2025 \n \n \n $ 18,049 \n \n \n \n \n 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 nine months ended September 30, 2024 as follows: \n \n \n \n \n Balance at December 31, 2023 \n \n \n $ 6,920 \n \n \n \n \n Fair value at issuance \n \n \n 3,755 \n \n \n \n \n Cash and stock payout of contingent consideration \n \n \n (1,709) \n \n \n \n \n Change in fair value \n \n \n 1,784 \n \n \n \n \n Effect of currency translation adjustment \n \n \n 128 \n \n \n \n \n Balance at September 30, 2024 \n \n \n $ 10,878 \n \n \n \n \n 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. \n Other Liabilities \n 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. \n 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 nine months ended September 30, 2025 as follows: \n \n \n \n \n Balance at December 31, 2024 \n \n \n $ 4,880 \n \n \n \n \n Fair value at issuance \n \n \n 667 \n \n \n \n \n Accretion of liability \n \n \n 1,942 \n \n \n \n \n Payout of post combination compensation \n \n \n (1,338) \n \n \n \n \n Change in fair value \n \n \n 1,503 \n \n \n \n \n Effect of currency translation adjustment \n \n \n (3) \n \n \n \n \n Balance at September 30, 2025 \n \n \n $ 7,651 \n \n \n \n \n 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 nine months ended September 30, 2024 as follows: \n \n \n \n \n Balance at December 31, 2023 \n \n \n $ 2,120 \n \n \n \n \n Fair value at issuance \n \n \n - \n \n \n \n \n Accretion of liability \n \n \n 2,260 \n \n \n \n \n Payout of post combination compensation \n \n \n (707) \n \n \n \n \n Change in fair value \n \n \n 574 \n \n \n \n \n Balance at September 30, 2024 \n \n \n $ 4,247 \n \n \n \n \n The Monte Carlo assumptions and inputs (which are Level 3 inputs) are as follows for the nine months ended September 30, 2025 and 2024 are as follows: \n   \n \n \n \n \n September 30, 2025 \n \n \n   \n \n \n   \n \n \n \n \n Significant Input \n \n \n Weighted Average Input \n \n \n   \n \n \n Input Range \n \n \n \n \n Discount rate for credit risk and time value \n \n \n 4.5% \n \n \n   \n \n \n 4.3% to 4.9% \n \n \n \n \n Discount rate for future profit after tax \n \n \n 15.0% \n \n \n   \n \n \n 11.0% to 20.4% \n \n \n \n \n Expected volatility of future annual profit after tax \n \n \n 32.5% \n \n \n   \n \n \n 30.0% to 37.0% \n \n \n \n \n Forecasted growth rate \n \n \n 13.6% \n \n \n   \n \n \n (23.5)% to 62.5% \n \n \n \n \n   \n \n \n \n \n September 30, 2024 \n \n \n   \n \n \n   \n \n \n \n \n Significant Input \n \n \n Weighted Average Input \n \n \n   \n \n \n Input Range \n \n \n \n \n Discount rate for credit risk and time value \n \n \n 4.7% \n \n \n   \n \n \n 4.4% to 5.4% \n \n \n \n \n Discount rate for future profit after tax \n \n \n 15.1% \n \n \n   \n \n \n 11.0% to 20.8% \n \n \n \n \n Expected volatility of future annual profit after tax \n \n \n 32.6% \n \n \n   \n \n \n 31.0% to 36.0% \n \n \n \n \n Forecasted growth rate \n \n \n 11.1% \n \n \n   \n \n \n 4.9% to 52.1% \n \n \n \n \n   \n Financial Instruments that are not Measured at Fair Value on a Recurring Basis \n 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. \n Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis \n 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. \n NOTE 17. ACQUISITION \n TrailRunner \n On January 24, 2025, the Company entered into a binding agreement (\"TrailRunner Agreement\") to acquire TrailRunner International LLC and its wholly-owned subsidiaries (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 $28.2 million and issue 593,228 shares of the Company's common stock to the TrailRunner Seller at an aggregate fair value of approximately 5.2 million. \n 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 $37.0 million. Although the Company remitted the funds to the TrailRunner Seller on March 31 2025, the effective date of the transaction was April 1, 2025. \n Reasons for the acquisition \n The Company acquired TrailRunner to expand the Company's ability to provide a distinct suite of corporate communication capabilities and enhance its global fo...

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