Unaudited preliminary results

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

[{"type":"text","content":"\n \n   \n Public Policy Holding Company, Inc. \n   \n (\"PPHC\", the \"Company\" or the \"Group\") \n   \n Unaudited preliminary results for the year ended 31 December 2024 \n   \n Strong performance in line with expectations and strategic progress with international expansion \n   \n Public Policy Holding Company, Inc., the leading government relations and public affairs group, today announces its unaudited preliminary results for the year ended 31 December 2024 (\"FY2024\" or the \"Period\"). \n   \n Financial Highlights \n ·      Revenue increased 11% to $149.6m (FY2023: $135.0m), with organic growth contributing 3% and the balance driven by accretive acquisitions completed in the Period and in 2023. \n ·      Underlying EBITDA of $36.1m, up 3% year-on-year, was achieved at a 24.2% margin. This margin performance was achieved after the Group expended $3.1m in M&A related costs and start-up investment in Concordant over the level it incurred in 2023. Adjusted for these incremental costs, the margin would have been 26.2%. Underlying Net Income of $27.7m was up 5% (FY2023: $26.5m) with an increase in finance costs offset by a more favourable effective tax rate. \n ·     EPS of $0.2345 was flat relative to the prior year, with increased earnings being offset by a 5% increase in the number of shares in issue. \n ·     The Group's balance sheet remains robust, underpinned by strong free cash flow of $22.2m, up 4% year-on-year (FY2023: $21.4m), enabling strategic progress via organic investment and earnings-enhancing M&A. \n ·      Net Debt at period-end of $17.5m (FY2023: net cash $3.4m) reflects a prudent leverage ratio and the deployment of $25m of new debt into two earnings-accretive acquisitions in FY2024. \n ·     The Board retains strong confidence in the Group's outlook and has declared a final dividend of $0.0470 per Common Outstanding Share, bringing the total dividend for FY2024 to $0.0940. This is in line with the updated dividend policy announced in January 2025, which enables the retention of more capital and for the Group to act decisively on accretive M&A opportunities, thus driving long-term shareholder returns and value creation. \n   \n \n \n \n \n \n \n \n FY2024 \n \n \n FY2023 \n \n \n Change \n \n \n Change Adj (*) \n \n \n \n \n Group Revenue \n \n \n $149.6m \n \n \n $135.0m \n \n \n +11% \n \n \n +11% \n \n \n \n \n Underlying EBITDA \n \n \n $36.1m \n \n \n $35.1m \n \n \n +3% \n \n \n +12% \n \n \n \n \n Underlying EBITDA margin \n \n \n 24.2% \n \n \n 26.0% \n \n \n -1.8pts \n \n \n 0.2pts \n \n \n \n \n Underlying Net Income \n \n \n $27.7m \n \n \n $26.5m \n \n \n +5% \n \n \n +14% \n \n \n \n \n Underlying EPS basic \n \n \n 23.45c \n \n \n 23.54c \n \n \n 0% \n \n \n +8% \n \n \n \n \n Underlying EPS fully diluted \n \n \n 22.22c \n \n \n 22.71c \n \n \n -2% \n \n \n +6% \n \n \n \n \n Dividend per share \n \n \n 9.40c \n \n \n 14.30c \n \n \n -34% \n \n \n -34% \n \n \n \n \n Free Cash Flow \n \n \n $22.2m \n \n \n $21.4m \n \n \n +4% \n \n \n +15% \n \n \n \n \n Net Debt / (Cash) at period-end \n \n \n $(17.5)m \n \n \n $3.4m \n \n \n $(20.9)m \n \n \n $(20.9)m \n \n \n \n \n   \n (*) For presentation purposes only, the Group also presents \"Adjusted Change\", adjusting for an exceptional increase in M&A costs and Concordant Start-up costs of $3.1m in 2024 (going from $0.5m in FY2023 to $3.6m in FY2024) \n   \n Operational Highlights \n ·      The Period showcased the Group's ability to successfully execute its stated growth strategy, with ten operating companies providing an enhanced and complementary range of services to a now global client base: \n o  Organic growth of 3% was achieved in a year that saw major elections, and therefore political disruption, across many of the world's largest economies including the US and UK. \n o  This was supplemented by the continued execution of the Group's inorganic growth strategy, with the acquisitions of California-based Lucas Public Affairs (\"LPA\") and London-based Pagefield Communications (\"Pagefield\") completed in the Period. \n o  LPA broadens the Group's presence in a state that is characterised by high regulation and would register as the world's fifth largest economy; and Pagefield established an operational presence outside of the US for the first time. \n o  The integration of LPA has completed and the integration of Pagefield is being delivered as expected, with both companies benefitting from client referrals via the wider PPHC network. \n ·     Revenue diversification further enhanced with the top 10 Group clients representing 8.7% of revenue in FY2024 versus 10.8% in FY2023 (**) , and increasing international revenue contribution. \n ·      By segment: \n o  The Group's largest division, Government Relations, grew strongly at 7% (4% organically). The Group ended FY2024 again as the top federal lobbying business in the US as defined by the Lobbying Disclosure Act. PPHC has maintained this position for five consecutive years. \n o  Public Affairs increased by 13% (-5% organically), with the negative organic growth a consequence of pending elections impacting client project spend in H1. In H2, organic growth in the division returned at +4%. \n o  The Group's newest division, Diversified Services (Research and Compliance), grew strongly at 47% (23% organically), albeit from a lower base. \n o  The revenue share of each division as a proportion of the Group's total remained broadly similar to last year, with Government Relations at 69% (FY2023: 71%), Public Affairs at 24% (FY2023: 24%), and Diversified Services at 7% (FY2023: 5%). \n ·      A broader client base of c.1,200 Group clients is supported by sustained high retention rates, with the Group directly representing almost half of the Fortune 100 and more than a quarter of the Fortune 500, in addition to many more via trade associations . The number of clients spending more than $100,000 increased by 15% to 503 (**) and the number of clients spending more than $250,000 increased by 16% to 137 . \n ·      The quality of PPHC's operating companies continues to be reflected in the 2024 Lobbying Disclosure Act rankings, with Group agencies, when aggregated, topping the rankings as the US market leader in both Q3 and Q4 2024, as well as for the previous 16 consecutive quarters. \n   \n (**) Historic client data has been re-stated based on client-consolidation analysis. \n   \n Current Trading and Outlook \n ·      The Group has strong trading momentum in FY2025, with organic growth rates year-to-date well ahead of FY2024. The strong strategic execution and robust results achieved during FY2024 give the Board confidence in FY2025. \n ·      Following the US elections, management has observed significant new business activity in the United States. \n ·      Strategic execution continues in 2025, and the Group announced the earnings-accretive acquisition of Texas-based TrailRunner International LLC (\"TrailRunner\") for initial consideration of $33m in January 2025, with closing foreseen for April 1, 2025. TrailRunner operates with a global team across offices in Texas, New York, Nashville, and Northern California, London, Shanghai, Abu Dhabi, and Dubai. \n ·     The focus continues to be on driving client retention rates, new business generation following the outcomes of elections in the US and UK, and the continued cross-selling of services across the Group's broad operating company base to support organic growth prospects. \n ·     The market for public affairs and professional lobbying services in key geographies remains fragmented and the Board continues to view the Group as a natural consolidator with favourable bipartisan positioning. \n ·      The pipeline of acquisition opportunities under development in the US, UK and Mainland Europe remains strong in an active market for the government relations and strategic communications sectors. The Group is actively seeking to expand its portfolio of operating companies internationally with strategically and financially attractive opportunities while adding complementary specialisations. \n ·      The Board remains confident in the ongoing prospects for the Group, as reflected in its stated ambition to achieve $500 million in profitable revenues in the medium term, and reiterates its medium-term guidance to achieve: \n o  organic revenue growth between 5% and 10%; \n o  incremental growth from future M&A; and \n o  underlying EBITDA margin between 25% and 30%. \n   \n Stewart Hall, CEO of PPHC, commented: \n \"2024 demonstrated the resilience and adaptability of PPHC. Public Affairs navigated a challenging environment with clients adopting a traditionally more cautious approach to project spending in a US presidential election year. However, we saw a decisive turnaround in the second half as clients prepared for 2025. Government Relations continued to perform strongly and the high quality of our operations in this sphere is renowned, while Diversified Services showed exceptional growth, highlighting the value of our balanced portfolio approach. \n   \n \"The M&A we achieved in FY2024 reflects significant milestones in our growth strategy, expanding our geographic reach and service capabilities. With M&A continuing in FY2025, via TrailRunner International, we have a sun-to-sunset presence with global operations. The addition of TrailRunner significantly enhances our global communications capabilities and client offerings across key markets in the US and Asia. \n   \n \"We remain extremely well positioned to capitalise on increased policy activity following the US election cycle and growing demand for our services internationally. The strong finish to FY2024, coupled with robust new business activity and M&A, gives us confidence in delivering accelerated growth in the year ahead as we progress towards our ambition to reach $500 million revenue in the medium-term\". \n   \n This announcement contains inside information under the UK Market Abuse Regulation. The person responsible for arranging for the release of this announcement on behalf of the Company is Roel Smits, CFO. \n   \n   \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 +1 (202) 688 0020 \n \n \n \n \n Stifel (Nominated Adviser & Joint Broker) \n Fred Walsh, Brough Ransom, Ben Good, Sarah Wong \n   \n \n \n +44 (0) 20 7710 7600 \n \n \n \n \n Zeus (Joint Broker) \n David Foreman \n   \n \n \n +44 (0) 20 3829 5000 \n \n \n \n \n Canaccord Genuity (Joint Broker) \n Simon Bridges, Andrew Potts \n   \n \n \n +44 (0) 20 7523 8000 \n \n \n \n \n Buchanan Communications (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 About PPHC \n   \n Incorporated in 2014, PPHC is a US-based government relations, public affairs and strategic communications group providing clients with a fully integrated and comprehensive range of services including government and public relations, research, and digital advocacy campaigns. Engaged by approximately 1,200 clients, including companies, trade associations and non-governmental organisations, the Group is active in all major sectors of the US economy, including healthcare and pharmaceuticals, financial services, energy, technology, telecoms and transportation. PPHC's services support clients to enhance and defend their reputations, advance policy goals, manage regulatory risk and engage with US federal and state-level policy makers, stakeholders, media and the public. \n   \n PPHC operates a holding company structure and currently has ten operating entities in the US and UK. The Group has a strong track record of organic and acquisitive growth, the latter focused on enhancing its capabilities and to establish new verticals, either within new geographies or new related offerings. \n   \n For more information, see www.pphcompany.com . \n   \n Chairman's Statement \n   \n On behalf of the Board of Directors, I am pleased to report on a transformative year for PPHC in 2024, marked by strategic international expansion and a resilient financial performance across our increasingly diversified operations. The Group has demonstrated its ability to navigate market challenges while executing on growth opportunities, particularly evidenced by our successful entry into the UK market with Pagefield and nearly finalised acquisition of TrailRunner, which extends our reach into key Asian and Middle East markets. \n FY2024 was characterised by distinct halves, with challenging conditions in Public Affairs during the first six months followed by encouraging momentum in H2. This recovery, combined with the consistent strength of our Government Relations practice and exceptional growth in Diversified Services, underscores the fundamental strength of our business model and its ability to perform through different market cycles. \n 2024 has been pivotal in advancing our strategic vision of becoming the world's premier provider of government relations and related services. The acquisitions of LPA and Pagefield represented significant steps in expanding our geographic footprint and service capabilities. The announced acquisition of TrailRunner in early 2025 further accelerates this strategy, adding significant global communications capabilities and geographic expansion. \n The Group's management has demonstrated commendable operational discipline throughout the year, maintaining robust margins while continuing to invest in growth initiatives and successfully integrating acquired businesses. Their focused approach to cost management positions us well for the future. The integration of recent acquisitions and the launch of new service offerings reflect the deep expertise and operational excellence across our operating companies. \n As we move into 2025, the expertise of our teams across policy, communications, and public affairs has never been more relevant. In an environment characterised by complex regulatory changes, technological advancement, and evolving stakeholder expectations, our ability to help clients navigate challenges and seize opportunities sets us apart. The strengthening momentum we saw in the latter part of 2024, combined with our expanded global capabilities, gives us confidence in our ability to deliver enhanced value for our clients and shareholders in the year ahead. \n   \n Dividend \n   \n The Board of Directors of the Company has declared a total dividend for 2024 of $0.094 per Common Share, which equates to an aggregate amount, based on the anticipated number of outstanding Common Shares, of approximately $11.4m. Because $0.047 per Common Share was paid as interim dividend in October 2024, a final dividend of $0.047 per Common Share remains payable to the holders of record of all the issued and outstanding shares of the Company's Common Stock as of the close of business on the record date, 25 April 2025. The ex-dividend date is 24 April 2025. The final dividend will be paid no later than 23 May 2025. \n   \n This proposed final dividend reflects the intended dividend reduction announced in January 2025, aimed at retaining more of the Group's strong cash flow, and enabling the Group to continue pursuing accretive M&A and drive long-term growth \n   \n Board Update \n   \n The Group's former Chief Administrative Officer and Chief Financial Officer, Bill Chess, transitioned from an Executive Director role to a Non-Executive Director role, effective as of his retirement from his full-time executive career on 30 June 2024. The Board remains focused on ensuring strong governance and strategic oversight as PPHC continues to grow and expand its capabilities.   \n   \n Simon Lee \n Chair of the Board \n March 2025 \n \n \n Chief Executive Officer's report \n   \n As we reflect on 2024, I want to express my gratitude to our investors, clients, employees, and partners who have been integral to our journey. \n 2024 has been a year of strategic expansion and resilient performance for PPHC. Despite market challenges, we've strengthened our position as the leading advisory firm in our core markets while successfully executing our international growth strategy. \n Our Government Relations segment, representing 69% of Group revenue, delivered organic growth of 4% and maintained, for the fifth consecutive year, its position as the leading provider of federal lobbying services in the US. This performance demonstrates the enduring value of our services during periods of policy change and complexity. Experience shows that times of transition create increased demand for sophisticated government relations advice, as organisations seek to understand and adapt to evolving policy dynamics. \n A defining milestone in this strategy has been our expansion into strategic communications and corporate affairs, furthering our ability to serve clients navigating high-stakes regulatory, reputational, and policy challenges. The acquisitions of Pagefield in the UK and LPA in California, complemented by our recently announced acquisition of TrailRunner International, represent a major step forward in our goal to build a global, integrated advisory platform. \n In our Public Affairs segment (24% of revenue), we saw a marked turnaround from -13% organic growth in H1 to +4% in H2 as project work returned following the conclusion of various elections. Meanwhile, our Diversified Services segment demonstrated exceptional organic growth of 23%, validating our investment in specialised capabilities across AI regulation, energy transition, and strategic communications. \n As we enter the second decade of PPHC's operations, our founding vision has evolved from providing sophisticated government relations services at scale to building a truly global platform supporting clients across markets and policy areas. There is significant global opportunity in our operating spheres, and as a group, we consider ourselves ideally positioned to capitalise on the opportunities ahead. The successful integration of recent acquisitions represents significant progress toward this goal. \n Looking ahead, we see substantial opportunities in the evolving political and policy landscape. To our team of c.400 professionals, thank you for your continued excellence. And to our more than 1,200 clients, we remain committed to helping you navigate an increasingly complex global environment with clarity and confidence. \n Sincerely, \n G. Stewart Hall \n Chief Executive Officer \n   \n   \n Operational Review \n   \n Introduction \n PPHC continued to make strong progress in 2024. The Group's diversified service offerings, long-standing client relationships, and ability to provide fully integrated solutions across government relations and public affairs have enabled it to navigate election-year uncertainties while maintaining steady growth. \n   \n Clients \n PPHC provides a comprehensive suite of Government Relations and Public Affairs services to its clients. In 2024, the Group serviced over 1,200 clients, demonstrating the resilience and continued demand for its expertise. Client retention remains strong, with an annual renewal rate of ~71% and revenue retention between 80% to 85% in line with historic norms. \n   \n The Group's divisions experienced varied performance in 2024: \n ·     Government Relations: the largest division grew revenue by 7%, of which 4% was organic, underpinned by robust demand for regulatory and legislative support. All three of PPHC's lobbying firms maintained their leading position in the Federal lobbyist rankings, as reflected in public disclosures mandated by U.S. federal law. \n ·     Public Affairs: revenue increased 13%, largely driven by the acquisitions of Lucas Public Affairs and Pagefield. The organic performance of -5% reflects a weaker H1 of -13% followed by a return to good growth of 4% in H2 as project work rebounded with clients responding to clearer political direction. \n ·     Diversified Services: the fastest-growing division, up 47% year-over-year, with 23% organic growth. While coming from a lower base, the division's expansion reflects increasing demand for specialised services, including compliance, grant writing, and research-driven policy insights. \n   \n PPHC's strategy continues to focus on clients with annual spending above $100,000, a critical growth metric. The Group ended FY2024 with 503 such clients, reflecting a 15% increase compared to 437 in FY2023 (restated for client consolidation). Similarly, the clients spending above $250,000 increased from 118 in FY2023 to 137 in FY2024, reflecting a 16% increase. \n This expansion has been supported by: \n ·      Internal referral incentives and Group-wide performance-linked compensation. \n ·     Concordant, which provides clients a single touchpoint for strategic communications integrated with PPHC's full service offerings. \n ·    Expanded premium non-lobbying services, including state and federal compliance, stakeholder research, and procurement-related expertise. \n   \n PPHC now directly represents nearly half of the Fortune 100 and more than a quarter of the Fortune 500, in addition to serving many more via numerous trade associations. \n   \n Investing to accelerate growth \n   \n In Q2 2024, PPHC successfully completed the acquisitions of LPA and Pagefield. These were the Group's third and fourth significant acquisitions since IPO, the first being Sacramento-based KP Associates, which completed in 2022, and the second being MultiState Associates, which completed in 2023. Pagefield is a leading strategic communications and cross-party public affairs advisory firm in the UK, which is measured as the sixth largest global economy and, along with the EU, is at the forefront of global policy issues. LPA is a leading public affairs agency in California, the largest state economy in the US and is measured as the fifth largest global economy. \n   \n The acquisition of LPA strengthens the Group's position in a key US state and increases expertise in critical sectors including technology, green energy, and healthcare. The acquisition of Pagefield delivers on the Group's ambition to enter into international political capitals. LPA has now been fully integrated and the integration of Pagefield is progressing in line with our expectations. Both companies are successfully utilising the newly expanded PPHC network and have registered new business wins via intra-group client referrals. \n   \n The government relations and strategic communications markets remain active around the world and the Group is seeking to capitalise on the current pipeline of opportunities as it aims to further broaden its geographic base into key political geographies while adding complementary specialisations. The M&A pipeline remains strong across the US, UK, and mainland Europe, with the Group actively evaluating opportunities to expand into strategic political geographies and adjacent service areas. \n   \n Current Trading and Outlook \n   \n The FY2024 results reaffirm the Group's strong positioning. The client pipeline for FY2025 is significantly stronger, driven by post-election policy shifts and increased government and corporate spending on regulatory and public affairs services. \n   \n The Board reiterates its medium-term guidance: \n ·      organic revenue growth between 5% and 10%; \n ·      incremental growth from future M&A; and \n ·      underlying EBITDA margin between 25% and 30%. \n   \n With a strong balance sheet, continued expansion, and a diversified service offering, PPHC is well-positioned for sustained long-term growth. The Group has a stated ambition to achieve $500 million in profitable revenues in the medium term. \n   \n   \n Financial Review \n The financial information contained in this preliminary announcement is unaudited. The audit of the financial statements for the year ended 31 December 2024 is substantially complete, pending finalisation of certain procedures. The statutory accounts for 2024 will be finalised on completion of the audit, consistent with the process for prior years. This is the first year that ForvisMazars has conducted the audit, and the transition has progressed smoothly. \n   \n Underlying Profit & Loss Statement \n \n \n \n \n All in $m, unless otherwise noted \n \n \n \n \n \n FY2024 \n \n \n FY2023 \n \n \n change \n \n \n \n \n Revenue \n \n \n   \n \n \n 149.6 \n \n \n 135.0 \n \n \n 11% \n \n \n \n \n EBITDA (Underlying) \n \n \n   \n \n \n 36.1 \n \n \n 35.1 \n \n \n 3% \n \n \n \n \n EBITDA margin (Underlying) \n \n \n   \n \n \n 24.2% \n \n \n 26.0% \n \n \n -1.8pts \n \n \n \n \n Depreciation \n \n \n \n \n \n (0.1) \n \n \n (0.1) \n \n \n -14% \n \n \n \n \n EBIT (Underlying) \n \n \n   \n \n \n 36.0 \n \n \n 34.9 \n \n \n 3% \n \n \n \n \n Interest \n \n \n \n \n \n (1.7) \n \n \n (0.9) \n \n \n -83% \n \n \n \n \n EBT (Underlying) \n \n \n   \n \n \n 34.3 \n \n \n 34.0 \n \n \n 1% \n \n \n \n \n Taxes \n \n \n \n \n \n (6.5) \n \n \n (7.5) \n \n \n 13% \n \n \n \n \n Effective tax rate \n \n \n   \n \n \n -19.1% \n \n \n -22.1% \n \n \n 3.0pts \n \n \n \n \n Net Income (Underlying) \n \n \n   \n \n \n 27.7 \n \n \n 26.5 \n \n \n 5% \n \n \n \n \n Net income margin (Underlying) \n \n \n   \n \n \n 18.5% \n \n \n 19.6% \n \n \n -1.1pts \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n EPS - Underlying ($) (basic) \n \n \n   \n \n \n 23.45c \n \n \n 23.54c \n \n \n 0% \n \n \n \n \n EPS - Underlying ($) (fully diluted) \n \n \n   \n \n \n 22.22c \n \n \n 22.71c \n \n \n -2% \n \n \n \n \n DPS \n \n \n   \n \n \n 9.40c \n \n \n 14.30c \n \n \n -34% \n \n \n \n \n   \n   \n Bridge from Underlying to Reported Results \n   \n \n \n \n \n All in $m, unless otherwise noted \n \n \n \n \n \n FY2024 \n \n \n FY2023 \n \n \n change \n \n \n \n \n Net Income (Underlying) \n \n \n   \n \n \n 27.7 \n \n \n 26.5 \n \n \n 5% \n \n \n \n \n Share-based accounting charge \n \n \n \n \n \n (31.8) \n \n \n (30.9) \n \n \n -3% \n \n \n \n \n M&A: Post-combination comp \n \n \n \n \n \n (11.6) \n \n \n (6.3) \n \n \n -84% \n \n \n \n \n M&A: bargain purchase \n \n \n \n \n \n 2.5 \n \n \n 4.8 \n \n \n 49% \n \n \n \n \n M&A: change in contingent consideration \n \n \n \n \n \n (1.9) \n \n \n (1.7) \n \n \n -12% \n \n \n \n \n Long Term Incentive Program charges \n \n \n \n \n \n (4.2) \n \n \n (2.8) \n \n \n -49% \n \n \n \n \n Amortization intangibles \n \n \n \n \n \n (4.7) \n \n \n (3.9) \n \n \n -20% \n \n \n \n \n Net Loss (Reported) \n \n \n   \n \n \n (24.0) \n \n \n (14.2) \n \n \n -68% \n \n \n \n \n   \n Please refer to the section 'basis of preparation' for an explanation of the non-cash items excluded from Underlying Net Income. \n   \n Revenue \n   \n FY2024 revenue increased by 11% to $149.6m (FY2023: $135.0m), with organic growth contributing 3% and the balance driven by the acquisitions of Lucas Public Affairs on 1 May 2024, of Pagefield Communications on 7 June 2024, as well as the annualisation of MultiState's contribution which was acquired on 1 March 2023. Organic growth of 3% was the outcome of slower organic growth of 1% in H1, followed by stronger organic growth of 4% in H2, especially fuelled by a return of project work (and growth) on the Public Affairs side. By segment, for FY2024 the Group saw organic growth of 4% in Government relations, of -5% in Public Affairs and of 23% in Diversified Services. \n   \n \n \n \n \n All in $m, unless otherwise noted \n \n \n FY2024 \n \n \n % of total \n \n \n \n \n \n Reported growth \n \n \n \n \n \n Organic growth \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n H1 \n \n \n H2 \n \n \n FY \n \n \n \n \n \n H1 \n \n \n H2 \n \n \n FY \n \n \n \n \n Government Relations \n \n \n 102.5 \n \n \n 69% \n \n \n \n \n \n 8% \n \n \n 6% \n \n \n 7% \n \n \n \n \n \n 4% \n \n \n 3% \n \n \n 4% \n \n \n \n \n Public Affairs \n \n \n 36.4 \n \n \n 24% \n \n \n \n \n \n -6% \n \n \n 33% \n \n \n 13% \n \n \n \n \n \n -13% \n \n \n 4% \n \n \n -5% \n \n \n \n \n Diversified Services \n \n \n 10.7 \n \n \n 7% \n \n \n \n \n \n 97% \n \n \n 19% \n \n \n 47% \n \n \n \n \n \n 32% \n \n \n 19% \n \n \n 23% \n \n \n \n \n Total \n \n \n 149.6 \n \n \n 100% \n \n \n \n \n \n 8% \n \n \n 13% \n \n \n 11% \n \n \n \n \n \n 1% \n \n \n 4% \n \n \n 3% \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 \n \n \n \n \n   \n In FY2024, 69% of the Group's revenues stemmed from Government relations (FY2023: 71%), 24% came from Public Affairs (FY2023: 24%), and 7% from Diversified Services (FY2023: 5%). \n   \n In 2024, 3% of revenue was generated outside of the US, pursuant to the acquisition of Pagefield in the UK in June 2024. \n   \n \n \n \n \n All in $m, unless otherwise noted \n \n \n FY2024 \n \n \n % of total \n \n \n \n \n \n Reported growth \n \n \n \n \n \n Organic growth \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n H1 \n \n \n H2 \n \n \n FY \n \n \n \n \n \n H1 \n \n \n H2 \n \n \n FY \n \n \n \n \n U.S. \n \n \n 145.6 \n \n \n 97% \n \n \n \n \n \n 7% \n \n \n 8% \n \n \n 8% \n \n \n \n \n \n 1% \n \n \n 4% \n \n \n 3% \n \n \n \n \n Outside U.S. \n \n \n 4.0 \n \n \n 3% \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Total \n \n \n 149.6 \n \n \n 100% \n \n \n \n \n \n 8% \n \n \n 13% \n \n \n 11% \n \n \n \n \n \n 1% \n \n \n 4% \n \n \n 3% \n \n \n \n \n   \n With non-US$ denominated operations, in future periods the Group intends to report growth numbers on a constant currency basis in addition to its reported basis. For FY2024 the difference between 'constant currency' and actually reported was negligible and therefore not explicitly illustrated. \n   \n Profit \n   \n Underlying EBITDA increased 3% to $36.1m and was achieved at a margin of 24.2%, close to the Group's historic performance and guidance that margins will typically range between 25% and 30%. In 2024 the Group incurred $3.6m in exceptional expenses which was $3.1m more than in 2023 (2023: $0.5m). Of the $3.1m increase, $2.1m was from M&A related expenses (especially driven by the Group's first international acquisition) and $0.9m from additional start-up losses at Concordant. Adjusting for the $3.1m in incremental exceptional expenses, Group margin was 26.2%. \n   \n \n \n \n \n Long term Underlying EBITDA \n \n \n 2018 \n \n \n 2019 \n \n \n 2020 \n \n \n 2021 \n \n \n 2022 \n \n \n 2023 \n \n \n 2024 \n \n \n 2024 adj \n \n \n \n \n Underlying EBITDA ($m) \n \n \n 9.3 \n \n \n 13.5 \n \n \n 21.5 \n \n \n 32.0 \n \n \n 31.2 \n \n \n 35.1 \n \n \n 36.1 \n \n \n 39.2 \n \n \n \n \n Underlying EBITDA margin \n \n \n 27.4% \n \n \n 24.4% \n \n \n 27.8% \n \n \n 32.2% \n \n \n 28.7% \n \n \n 26.0% \n \n \n 24.2% \n \n \n 26.2% \n \n \n \n \n   \n After interest and taxes, the Group's Underlying Net Income for FY2024 amounted to $27.7, up 5% from $26.5m in FY2023. \n   \n Other \n   \n The Group's net finance costs for FY2024 were $1.7m (FY2023: $0.9m), reflecting the $25.0m additional debt acquired in support of the LPA and Pagefield acquisitions in Q2 2024. \n   \n The tax provision for FY2024 was $6.5m (FY2023: $7.5m), reflecting a blended tax rate of 19.1% on Underlying Profit before Tax, down from 22.1% in FY2023. The decrease is primarily due to temporary differences between tax and accounting profit, mainly related to goodwill treatment \n   \n The Group ended 2023 with 333 employees and at 31 December 2024 this had increased to 367, primarily as a result of the acquisitions of LPA and Pagefield. The Group's average employee count during the year was 349 (FY2023: 308). \n   \n Cash flow \n   \n Adjustment to Presentation of Cash Flow \n   \n GAAP \n During the Company's preparation of its consolidated financial statements for the six months ended 30 June 2024, management determined that certain cash flow items relating to payments made in respect of its acquisitions had been incorrectly classified within the consolidated statements of cash flows for the six months ended 30 June 2023 (unaudited) and the year ended 31 December 2023 (audited). As a result, the Company has adjusted the GAAP statement of cash flow for its consolidated financial statements in this filing. Management emphasises that these changes did not impact the Company's total assets, liabilities, equity or net profit or Earnings Per Share as of 30 June 2023 or 31 December 2023 or during the period or year then ended. \n   \n The adjustments all relate to the fact that, as part of the acquisitions that have been completed since PPHC's IPO in 2021, and in order to protect the interests of the Group, some of the shares and cash payable as part of these transactions can be clawed back and forfeited on certain events of termination of employment. In the P&L, the addition of these provisions to purchase price paid creates a post-combination compensation charge in accordance with accounting guidance under US GAAP (Accounting Standards Codification, ASC 805-10-55-25). In examining the accounting guidance in ASC 230, Classification of Certain Cash Receipts and Cash Payments, the Group has decided to classify the cash flow impact of the post-combination compensation charges as cash used for operational purposes and in certain cases as cash used for financing purposes, as appropriate. \n   \n In addition, with respect to contingent consideration paid not within three months of the acquisition date, after examining the accounting guidance of ASC 230, Classification of Certain Cash Receipts and Cash Payments, from this interim filing onwards the Group will classify these payments as cash flow from financing activities (for the portion up to the acquisition date fair value of the contingent consideration liability) and cash flow from operating activities (for the portion in excess of the acquisition date fair value of that liability). \n   \n Non-GAAP \n Notwithstanding the abovementioned adjusted GAAP presentation, as part of this Management commentary the Group also continues to provide a non-GAAP summary of Cash Flows. In this non-GAAP summary, all acquisition-related payments have been clustered and reported under 'Cash Flow from Investments'. In addition, the Group also presents, as part of Management commentary, the often used measure 'Free Cash Flow'. \n   \n Cash Flow summary \n   \n The Group recorded strong (non-GAAP) Cash Flow from Operations of $22.3m (FY2023: $21.6m), and Free Cash Flow of $22.2m increased to the same degree (FY2023: $21.4m). Similar to prior years, the Group generated most Free Cash Flow in the second half, as a result of the payment of annual bonuses across the Group in Q1 and seasonal working capital trends. \n   \n \n \n \n \n \n \n \n GAAP \n \n \n   \n \n \n Centralize Acquisition Payments \n \n \n \n \n \n Adjusted (non-GAAP) \n \n \n \n \n All in $m, unless otherwise noted \n \n \n FY2024 \n \n \n FY2023* \n \n \n \n \n \n FY2024 \n \n \n FY2023 \n \n \n \n \n \n FY2024 \n \n \n FY2023 \n \n \n change \n \n \n \n \n EBITDA (Underlying) \n \n \n 36.1 \n \n \n 35.1 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n 36.1 \n \n \n 35.1 \n \n \n 3% \n \n \n \n \n Interest \n \n \n (1.7) \n \n \n (0.9) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (1.7) \n \n \n (0.9) \n \n \n -83% \n \n \n \n \n Taxes \n \n \n (6.5) \n \n \n (7.5) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (6.5) \n \n \n (7.5) \n \n \n 13% \n \n \n \n \n Changes in working capital \n \n \n (11.5) \n \n \n (16.4) \n \n \n \n \n \n 5.9 \n \n \n 11.4 \n \n \n \n \n \n (5.6) \n \n \n (5.0) \n \n \n -11% \n \n \n \n \n Cash flow from Operations \n \n \n 16.4 \n \n \n 10.2 \n \n \n   \n \n \n 5.9 \n \n \n 11.4 \n \n \n   \n \n \n 22.3 \n \n \n 21.6 \n \n \n 3% \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 \n \n Capital expenditure \n \n \n (0.1) \n \n \n (0.2) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (0.1) \n \n \n (0.2) \n \n \n 76% \n \n \n \n \n Cash paid for acquisitions, net of cash acquired \n \n \n (19.8) \n \n \n (8.1) \n \n \n \n \n \n (6.6) \n \n \n (13.1) \n \n \n \n \n \n (26.4) \n \n \n (21.2) \n \n \n -24% \n \n \n \n \n Note receivable to related parties \n \n \n 0.4 \n \n \n (1.8) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n 0.4 \n \n \n (1.8) \n \n \n 120% \n \n \n \n \n Cash flow from Investments \n \n \n (19.5) \n \n \n (10.1) \n \n \n   \n \n \n (6.6) \n \n \n (13.1) \n \n \n   \n \n \n (26.1) \n \n \n (23.2) \n \n \n -13% \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 \n \n Change in Debt balance \n \n \n 21.1 \n \n \n 11.1 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n 21.1 \n \n \n 11.1 \n \n \n -91% \n \n \n \n \n Debt issuance costs \n \n \n (0.2) \n \n \n (0.5) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (0.2) \n \n \n (0.5) \n \n \n 52% \n \n \n \n \n Dividend payment \n \n \n (16.8) \n \n \n (15.8) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (16.8) \n \n \n (15.8) \n \n \n -6% \n \n \n \n \n Cash paid for acquisitions, financing \n \n \n (0.7) \n \n \n (1.8) \n \n \n \n \n \n 0.7 \n \n \n 1.8 \n \n \n \n \n \n 0.0 \n \n \n 0.0 \n \n \n \n \n \n \n \n Cash flow from Financing \n \n \n 3.3 \n \n \n (7.0) \n \n \n   \n \n \n 0.7 \n \n \n 1.8 \n \n \n   \n \n \n 4.1 \n \n \n (5.2) \n \n \n NM \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 \n \n FX impact on cash \n \n \n (0.1) \n \n \n 0.0 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (0.1) \n \n \n 0.0 \n \n \n \n \n \n \n \n Cash generated \n \n \n 0.2 \n \n \n (6.9) \n \n \n   \n \n \n 0.0 \n \n \n 0.0 \n \n \n   \n \n \n 0.2 \n \n \n (6.9) \n \n \n NM \n \n \n \n \n   \n *2023 GAAP Cash Flow statement was re-stated, as explained in Note B to the GAAP financials and explanation in this section \n   \n Conversion Cash flow from Operations to Free Cash Flow \n \n \n \n \n All in $m, unless otherwise noted \n \n \n \n \n \n FY2024 \n \n \n FY2023 \n \n \n change \n \n \n \n \n Cash flow from Operations (Adjusted) \n \n \n   \n \n \n 22.3 \n \n \n 21.6 \n \n \n 3% \n \n \n \n \n Capex \n \n \n \n \n \n (0.1) \n \n \n (0.2) \n \n \n 76% \n \n \n \n \n Free Cash Flow \n \n \n   \n \n \n 22.2 \n \n \n 21.4 \n \n \n 4% \n \n \n \n \n   \n Balances end of period \n   \n The Group's debt position at the end of the Period was $32.0m, offset by cash of $14.5m, resulting in a Net Debt position of $17.5m (FY2023: net cash $3.4m). Debt increased following the Q2 2024 acquisitions of Lucas Public Affairs and Pagefield Communications, but the Company's strong cash generation allows for the steady repayment of debt. \n   \n \n \n \n \n All in $m, unless otherwise noted \n \n \n \n \n \n FY2024 \n \n \n FY2023 \n \n \n change \n \n \n \n \n Cash balance \n \n \n \n \n \n 14.5 \n \n \n 14.3 \n \n \n 1% \n \n \n \n \n Debt balance \n \n \n \n \n \n (32.0) \n \n \n (10.9) \n \n \n 193% \n \n \n \n \n Net cash / (debt) balance \n \n \n   \n \n \n (17.5) \n \n \n 3.4 \n \n \n NM \n \n \n \n \n   \n Earnout obligations \n   \n As part of the typical structure applied for the acquisitions that were completed post-IPO, the Group also committed to making certain earnout payments. These earnout payments are based on a profit-driven formula and only materialise if the acquired company realises profit growth after the date of completion. Payments are typically made in a mix of cash and shares. In turn, each of these components of earnout payments may be subject to further vesting requirements and employment conditions, which keeps the recipients financially committed to the Group. \n   \n In relation to these earnout payments, the Group has liabilities recorded of $15.8m on its balance sheet, spread across the line items 'Contingent Consideration' and 'Other Liabilities'. This number is a reflection not only of the estimated foreseen nominal payments, but also of discount factors and fair value estimates. \n   \n In nominal terms, over the period 2025-2029, based on expected performance of each of the acquired companies, we anticipate having to make earnout payments of $44.1m, of which $24.6m payable in cash and the remainder in shares. The maximum earnout liability over that same period, which would only be reached if each acquisition meets very aggressive profit growth targets, would be $97.1, of which $57.4m payable in cash and the remainder in shares. Generally, in order for an acquisition to reach maximum earnout payments, it would need to grow its profit by 25-30% annually over the earnout period. \n   \n Expected earnout liabilities - in nominal terms \n \n \n \n \n All in $m, unless otherwise noted \n \n \n 2025 \n \n \n 2026 \n \n \n 2027 \n \n \n 2028 \n \n \n 2029 \n \n \n Total \n \n \n \n \n Expected earnout payments in Cash \n \n \n 3.7 \n \n \n 3.3 \n \n \n 3.1 \n \n \n 13.5 \n \n \n 1.1 \n \n \n 24.6 \n \n \n \n \n Expected earnout payments in PPHC stock \n \n \n 0.6 \n \n \n 3.3 \n \n \n 1.6 \n \n \n 13.5 \n \n \n 0.6 \n \n \n 19.5 \n \n \n \n \n Expected earnout payments - total \n \n \n 4.3 \n \n \n 6.5 \n \n \n 4.7 \n \n \n 27.0 \n \n \n 1.7 \n \n \n 44.1 \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 Maximum earnout payments in Cash \n \n \n 4.2 \n \n \n 8.4 \n \n \n 12.6 \n \n \n 18.8 \n \n \n 13.4 \n \n \n 57.4 \n \n \n \n \n Maximum earnout payments in PPHC stock \n \n \n 0.7 \n \n \n 6.0 \n \n \n 6.3 \n \n \n 18.8 \n \n \n 8.0 \n \n \n 39.7 \n \n \n \n \n Maximum earnout payments - total \n \n \n 4.9 \n \n \n 14.4 \n \n \n 18.9 \n \n \n 37.5 \n \n \n 21.4 \n \n \n 97.1 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n Note that these earnout liabilities do not yet include the anticipated acquisition of Trailrunner. \n   \n   \n Information per share \n   \n \n \n \n \n \n \n \n \n \n \n FY2024 \n \n \n FY2023 \n \n \n Change \n \n \n \n \n # weighted avg shares - GAAP - basic and fully diluted \n \n \n '000 \n \n \n 111,827 \n \n \n 108,606 \n \n \n 3% \n \n \n \n \n # weighted avg shares - Legally outstanding - basic \n \n \n '000 \n \n \n 118,217 \n \n \n 112,597 \n \n \n 5% \n \n \n \n \n # weighted avg shares - Legally outstanding - fully diluted \n \n \n '000 \n \n \n 124,792 \n \n \n 116,693 \n \n \n 7% \n \n \n \n \n EPS - GAAP reported (basic and fully diluted) \n \n \n $ \n \n \n -21.42c \n \n \n -13.12c \n \n \n -63% \n \n \n \n \n EPS - Underlying (basic) \n \n \n $ \n \n \n 23.45c \n \n \n 23.54c \n \n \n 0% \n \n \n \n \n EPS - Underlying (fully diluted) \n \n \n $ \n \n \n 22.22c \n \n \n 22.71c \n \n \n -2% \n \n \n \n \n DPS - Interim \n \n \n $ \n \n \n 9.40c \n \n \n 14.30c \n \n \n -34% \n \n \n \n \n Free Cash Flow per share - Underlying (basic) \n \n \n $ \n \n \n 18.81c \n \n \n 18.98c \n \n \n -1% \n \n \n \n \n   \n For the purpose of giving investors a useful view on Earnings Per Share, the Group computed EPS not only on a GAAP Reported Profit basis, but also on an Underlying Profit basis. As explained in the section below, for the latter calculation the Group includes in the denominator (1) those shares that have been issued in relation to post-IPO acquisitions but have not yet vested and (2) unvested Restricted Stock Awards (RSA's). While those shares are still subject to vesting rules, and therefore not part of the Common Outstanding share count per GAAP definition, they entitle the recipients to dividends and voting rights. \n   \n Note that the growth in weighted of average number of shares in FY2024 (5% basic, 7% fully diluted) was not only driven by customary drivers such as LTIP issuance and M&A related issuances, but also importantly by the one-off issue of 2.1m shares in the fourth quarter of 2023 in relation to the Alpine remediation plan. It should also be noted that the dilution pool - impacting the fully diluted statistics - includes stock options that are currently 'under water' versus the share price in February 2025. \n   \n Basis of preparation \n   \n The financial statements have been prepared in accordance with US GAAP (Generally Accepted Accounting Principles). \n   \n When the Company purchases services or goods on behalf of its clients (for example in the case of media purchases), the Group does not recognise the purchased goods as net revenue, but only the net fees earned on the purchases. Therefore, purchases on behalf of clients do not materially impact the top-line or the margins. \n   \n Management believes that Underlying EBITDA and Underlying Net Income are more useful performance indicators than the reported Net Income. Six elements distinguish our Underlying Net Income from our Reported Net Income: \n   \n (1) Share-based accounting charge : As already mentioned in the previous reports, shares issued to employee shareholders at the time of the IPO are subject to a vesting schedule; Also, their employment agreements contain certain provisions which enable cash derived from the sale of shares at the time of the IPO to be clawed back and forfeited on certain events of termination of employment. These items create a share-based accounting noncash charge in accordance with accounting guidance under US GAAP (Accounting Standards Codification, 718- 10-S99-2, compensation-stock compensation). Based on the value of the Company at the time of admission ($197m) and taking into account the 14.6% of pre-admission employee shares sold in 2021, the FY2024 non-cash charge is $31.8m (FY2023: $30.9m). The increase has primarily been driven by the acceleration of vesting of the shares of William Chess at his retirement as CFO. This share-based accounting non-cash charge has no impact on either tax or Company operations. \n   \n (2) Post-combination compensation charge : In the acquisitions that have been completed since the IPO in 2021, the Group makes payments in cash and shares. In order to protect the interests of the Group, to a large extent the shares issued as part of these transactions were made subject to vesting schedules. To a similar degree, also the cash paid as part of these transactions can be clawed back and forfeited on certain events of termination of employment. \n   \n The addition of these provisions to purchase price paid creates a post-combination compensation charge in accordance with accounting guidance under US GAAP (Accounting Standards Codification, ASC 805-10-55-25). The FY2024 charge was $11.6m (FY2023: $6.3m). Again, this is a non-cash charge and has no impact on either tax or Company operations. \n   \n (3) LTIP charges . In 2022 the Group issued the first stock-based compensation units under the Omnibus Plan. This plan was introduced at the time of the IPO and allows the Group to issue up to a certain number of stock-related units (e.g. options, restricted stock). In FY2024, PPHC issued 0.3m (FY2023: 0.7m) stock options at a premium exercise price (market price at time of grant plus 20%), exercisable at the 3 rd anniversary of the grant. Also, the Group issued 2.9m restricted stock units (FY2023: 2.3m), and 0.7m restricted stock awards (FY2023: 3.0m, of which 2.1m in relation to the Alpine re-investment plan). No stock appreciation rights were awarded (FY2023: 1.9m) as they are getting phased out. The charges relating to these issuances, $4.2m in FY2024 (FY2023: $2.8m), as reflected in our P&L were computed using the Black Scholes method. \n   \n (4) Amortization of intangibles : The non-cash amortization charge of $4.7m (FY2023: $3.9m) relates to the amortization of customer relationships, developed technology, and noncompete agreements per ASC 805. \n   \n (5) Bargain purchase : As laid out in point 2, because a significant part of the purchase price of our acquisitions is tied to continued employment, this part has been accounted for as post-combination compensation in the Group's P&L. As a consequence, for certain acquisitions, the remaining book purchase price is lower than the tax purchase price. The reason for the bargain purchase gain is tied directly to the tax purchase price significantly exceeding the book purchase price and is not a reflection of a true bargain purchase of the actual intangible and tangible assets of these acquisitions. The income recorded relating to the bargain purchase was $2.5m in FY2024 (FY2023: $4.8m). \n   \n (6) Change in Contingent Consideration : The contingent consideration liability recorded as part of the acquisitions is adjusted at each reporting period for the change in the estimated fair value of that liability. The fair value changes over time based on management assumptions, the passage of time, payments made, and other external inputs, such as discount rates and volatility. The change in the estimated fair value of the contingent consideration is recorded as a non-operating expense of $1.9m in FY2024 (FY2023: 1.7m). \n   \n For the calculation of Earnings per Share (EPS) based on GAAP Profit, as a denominator, the Group uses the weighted average number of Common Outstanding shares during the period. For the calculation of Earnings per Share (EPS) based on Underlying Profit, as a denominator, the Group uses the weighted average number of Legally Issued shares during the period. This comprises all the Common Outstanding shares, as well as those shares that were yet unvested but entitled the owner to dividends and voting rights (e.g. shares issued in relation to one of our post-IPO acquisitions). Consequently, the weighted average number of legally issued shares in FY2024 was 118,217,173 (FY2023: 112,596,711) and on a fully diluted basis (taking into account any issued stock instrument, regardless of exercise price), this number was 124,791,886 (FY2023: 116,692,759). \n   \n   \n PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES \n CONSOLIDATED FINANCIAL STATEMENTS \n YEARS ENDED DECEMBER 31, 2024 and 2023 \n   \n Consolidated Balance Sheets \n   \n \n \n \n \n \n \n \n December 31, \n \n \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2023 \n \n \n \n \n   \n \n \n \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 \n \n \n $ 14,535,943 \n \n \n   \n \n \n $ 14,341,376 \n \n \n \n \n Contract receivables, net \n \n \n 18,284,530 \n \n \n   \n \n \n 14,063,469 \n \n \n \n \n Amounts due from related parties \n \n \n - \n \n \n   \n \n \n 1,054,231 \n \n \n \n \n Notes receivable - related parties, current portion \n \n \n 863,000 \n \n \n   \n \n \n 350,000 \n \n \n \n \n Income taxes receivable \n \n \n 3,185,120 \n \n \n   \n \n \n 975,050 \n \n \n \n \n Prepaid post-combination compensation, current portion \n \n \n 6,070,073 \n \n \n   \n \n \n 3,426,318 \n \n \n \n \n Prepaid expenses and other current assets \n \n \n 2,726,320 \n \n \n   \n \n \n 2,694,149 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Total current assets \n \n \n 45,664,986 \n \n \n   \n \n \n 36,904,593 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Property and equipment, net \n \n \n 750,620 \n \n \n   \n \n \n 801,355 \n \n \n \n \n Notes receivable - related parties, long term \n \n \n 1,050,000 \n \n \n   \n \n \n 1,913,000 \n \n \n \n \n Operating lease right of use asset \n \n \n 18,428,307 \n \n \n   \n \n \n 21,434,360 \n \n \n \n \n Goodwill \n \n \n 64,308,106 \n \n \n   \n \n \n 47,909,832 \n \n \n \n \n Other intangible assets, net \n \n \n 32,143,666 \n \n \n   \n \n \n 26,869,331 \n \n \n \n \n Deferred income tax asset \n \n \n 11,037,500 \n \n \n   \n \n \n 7,737,200 \n \n \n \n \n Prepaid post-combination compensation, long term \n \n \n 888,184 \n \n \n   \n \n \n 3,954,034 \n \n \n \n \n Other long-term assets \n \n \n 189,085 \n \n \n   \n \n \n 162,473 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n $ 174,460,454 \n \n \n   \n \n \n $ 147,686,178 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n LIABILITIES \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 $ 20,044,302 \n \n \n   \n \n \n $ 18,593,014 \n \n \n \n \n Amounts owed to related parties \n \n \n 556,396 \n \n \n   \n \n \n - \n \n \n \n \n Deferred revenue \n \n \n 3,149,957 \n \n \n   \n \n \n 2,197,220 \n \n \n \n \n Operating lease liability, current portion \n \n \n 4,826,715 \n \n \n   \n \n \n 4,181,155 \n \n \n \n \n Contingent consideration, current portion \n \n \n 2,092,597 \n \n \n   \n \n \n 1,444,110 \n \n \n \n \n Other liability, current portion \n \n \n 1,134,675 \n \n \n   \n \n \n 534,540 \n \n \n \n \n Notes payable, current portion, net \n \n \n 6,031,204 \n \n \n   \n \n \n 3,370,421 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Total current liabilities \n \n \n 37,835,846 \n \n \n   \n \n \n 30,320,460 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Notes payable, long term, net \n \n \n 26,014,133 \n \n \n   \n \n \n 7,570,951 \n \n \n \n \n Contingent consideration, long term \n \n \n 8,803,464 \n \n \n   \n \n \n 5,475,515 \n \n \n \n \n Other liability, long term \n \n \n 3,744,925 \n \n \n   \n \n \n 1,585,294 \n \n \n \n \n Operating lease liability, long term \n \n \n 16,807,668 \n \n \n   \n \n \n 20,665,349 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Total liabilities \n \n \n 93,206,036 \n \n \n   \n \n \n 65,617,569 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Common stock, $0.001 par value, 1,000,000,000 \n \n \n \n \n \n \n \n \n \n \n \n \n \n shares authorized, 120,087,982 and 115,271,961 shares \n \n \n \n \n \n \n \n \n \n \n \n \n \n  issued and outstanding, respectively \n \n \n 114,002 \n \n \n   \n \n \n 109,542 \n \n \n \n \n Additional paid-in capital \n \n \n 197,397,482 \n \n \n   \n \n \n 156,884,144 \n \n \n \n \n Accumulated deficit \n \n \n (115,721,104) \n \n \n   \n \n \n (74,925,077) \n \n \n \n \n Accumulated other comprehensive loss \n \n \n (535,962) \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 Total stockholders' equity \n \n \n 81,254,418 \n \n \n   \n \n \n 82,068,609 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Total liabilities and stockholders' equity \n \n \n $ 174,460,454 \n \n \n   \n \n \n $ 147,686,178 \n \n \n \n \n   \n   \n   \n Consolidated Statements of Operations and Other Comprehensive Loss \n   \n \n \n \n \n \n \n \n  Year Ended \n \n \n \n \n   \n \n \n December 31, \n \n \n \n \n   \n \n \n 2024 \n \n \n   \n \n \n 2023 \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Revenue \n \n \n $ 149,563,307 \n \n \n   \n \n \n $ 134,985,822 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Expenses: \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Personnel cost \n \n \n 81,824,942 \n \n \n   \n \n \n 70,782,459 \n \n \n \n \n Employee bonuses \n \n \n 10,374,636 \n \n \n   \n \n \n 13,178,302 \n \n \n \n \n General and administrative expenses \n \n \n 15,660,905 \n \n \n   \n \n \n 10,929,617 \n \n \n \n \n Occupancy expense \n \n \n 5,574,150 \n \n \n   \n \n \n 5,027,501 \n \n \n \n \n Depreciation and amortization expense \n \n \n 4,807,299 \n \n \n   \n \n \n 3,998,073 \n \n \n \n \n Long term incentive program charges \n \n \n 4,162,000 \n \n \n   \n \n \n 2,796,000 \n \n \n \n \n Share-based accounting charge \n \n \n 31,803,600 \n \n \n   \n \n \n 30,904,000 \n \n \n \n \n Post-combination compensation charge \n \n \n 11,598,647 \n \n \n   \n \n \n 6,295,060 \n \n \n \n \n Change in fair value of contingent consideration \n \n \n 1,909,750 \n \n \n   \n \n \n 1,711,235 \n \n \n \n \n Gain on bargain purchase \n \n \n (2,463,927) \n \n \n   \n \n \n (4,835,777) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Total operating expenses \n \n \n 165,252,002 \n \n \n   \n \n \n 140,786,470 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Loss from operations \n \n \n (15,688,695) \n \n \n   \n \n \n (5,800,648) \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Interest income \n \n \n 176,537 \n \n \n   \n \n \n 17,955 \n \n \n \n \n Interest expense \n \n \n (1,899,986) \n \n \n   \n \n \n (958,779) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net loss before income taxes \n \n \n (17,412,144) \n \n \n   \n \n \n (6,741,472) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Income tax expense \n \n \n 6,544,800 \n \n \n   \n \n \n 7,502,800 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net loss \n \n \n $ (23,956,944) \n \n \n   \n \n \n $ (14,244,272) \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 \n \n \n \n \n \n \n \n \n \n \n \n \n \n stockholders, basic and diluted \n \n \n $ (0.21) \n \n \n   \n \n \n $ (0.13) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Weighted average common shares outstanding, \n \n \n \n \n \n \n \n \n \n \n \n \n \n basic and diluted \n \n \n $ 111,826,822 \n \n \n   \n \n \n $ 108,606,133 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Comprehensive loss: \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Net loss \n \n \n $ (23,956,944) \n \n \n   \n \n \n $ (14,244,272) \n \n \n \n \n Foreign currency translation loss \n \n \n $ (535,962) \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 Total comprehensive loss \n \n \n $ (24,492,906) \n \n \n   \n \n \n $ (14,244,272) \n \n \n \n \n   \n \n \n \n Consolidated Statements of Stockholders' Equity \n For the Years Ended December 31, 2024 and 2023 \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 Accumulated \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 Additional \n \n \n   \n \n \n \n \n \n \n \n \n Other \n \n \n   \n \n \n Total \n \n \n \n \n   \n \n \n Common Stock \n \n \n   \n \n \n Paid-In \n \n \n   \n \n \n Accumulated \n \n \n   \n \n \n Comprehensive \n \n \n   \n \n \n Stockholders' \n \n \n \n \n   \n \n \n Shares \n \n \n   \n \n \n  Amount \n \n \n   \n \n \n Capital \n \n \n   \n \n \n Deficit \n \n \n   \n \n \n Income (Loss) \n \n \n   \n \n \n Equity \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 \n \n \n \n \n \n \n \n Balance as of December 31, 2022 \n \n \n 108,024,388 \n \n \n \n \n \n $ 108,024 \n \n \n \n \n \n $ 120,713,626 \n \n \n \n \n \n $ (44,836,562) \n \n \n \n \n \n $ - \n \n \n \n \n \n $ 75,985,088 \n \n \n \n \n Issuance of common stock for acquisition \n \n \n 767,401 \n \n \n \n \n \n 768 \n \n \n \n \n \n 1,231,232 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 1,232,000 \n \n \n \n \n Forfeiture of unvested restricted stock \n \n \n (69,576) \n \n \n \n \n \n (70) \n \n \n \n \n \n - \n \n \n \n \n \n 70 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n Vesting of restricted stock awards \n \n \n 820,007 \n \n \n \n \n \n 820 \n \n \n \n \n \n - \n \n \n \n \n \n (820) \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 (15,843,493) \n \n \n \n \n \n - \n \n \n \n \n \n (15,843,493) \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 2,506,000 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 2,506,000 \n \n \n \n \n Share-based accounting charge \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 30,904,000 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 30,904,000 \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 1,529,286 \n \n \n \n \n \n - \n \n \n \n \n \n - \n \n \n \n \n \n 1,529,286 \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 (14,244,272) \n \n \n \n \n \n  - \n \n \n \n \n \n (14,244,272) \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 \n \n \n \n \n \n \n \n Balance as of December 31, 2023 \n \n \n 109,542,220 \n \n \n \n \n \n $ 109,542 \n \n \n \n \n \n $ 156,884,144 \n \n \n \n \n \n $ (74,925,077) \n \n \n \n \n \n $ - \n \n \n \n \n \n $ 82,068,609 \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 \n \n \n \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 3,784,000 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 3,784,000 \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 (16,835,962) \n \n \n   \n \n \n - \n \n \n   \n \n \n (16,835,962) \n \n \n \n \n Vesting of stock issued from Multistate acquisition \n \n \n 936,571 \n \n \n   \n \n \n 937 \n \n \n   \n \n \n - \n \n \n   \n \n \n (937) \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Vesting of stock issued from KP Public Affairs acquisition \n \n \n 492,488 \n \n \n   \n \n \n 492 \n \n \n   \n \n \n - \n \n \n   \n \n \n (492) \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Vesting of stock issued from Engage acquisition \n \n \n 324,868 \n \n \n   \n \n \n 325 \n \n \n   \n \n \n - \n \n \n   \n \n \n (325) \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Vesting of stock issued to consultant \n \n \n 63,468 \n \n \n   \n \n \n 63 \n \n \n   \n \n \n - \n \n \n   \n \n \n (63) \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Vesting of restricted stock units and restricted stock awards \n \n \n 1,303,579 \n \n \n   \n \n \n 1,304 \n \n \n   \n \n \n - \n \n \n   \n \n \n (1,304) \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n \n \n Common stock issued to Multistate as settlement of contingent consideration \n \n \n 441,432 \n \n \n   \n \n \n 441 \n \n \n   \n \n \n 690,559 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 691,000 \n \n \n \n \n Issuance of common stock for acquisition \n \n \n 897,640 \n \n \n   \n \n \n 898 \n \n \n   \n \n \n 1,442,422 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 1,443,320 \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 2,792,757 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 2,792,757 \n \n \n \n \n Share-based accounting charge \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 31,803,600 \n \n \n   \n \n \n - \n \n \n   \n \n \n - \n \n \n   \n \n \n 31,803,600 \n \n \n \n \n Foreign currency translation gain (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 (535,962) \n \n \n   \n \n \n (535,962) \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 (23,956,944) \n \n \n   \n \n \n - \n \n \n   \n \n \n (23,956,944) \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 \n \n \n \n \n \n \n \n Balance as of December 31, 2024 \n \n \n 114,002,266 \n \n \n   \n \n \n $ 114,002 \n \n \n   \n \n \n $ 197,397,482 \n \n \n   \n \n \n $ (115,721,104) \n \n \n   \n \n \n $ (535,962) \n \n \n   \n \n \n $ 81,254,418 \n \n \n \n \n \n \n \n Consolidated Statements of Cash Flows \n   \n \n \n \n \n \n \n \n  Year Ended \n \n \n \n \n   \n \n \n December 31, \n \n \n \n \n   \n \n \n  2024 \n \n \n   \n \n \n 2023* \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \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 $ (23,956,944) \n \n \n   \n \n \n $ (14,244,272) \n \n \n \n \n Adjustments to reconcile net loss to net cash \n \n \n \n \n \n \n \n \n \n \n \n \n \n provided by operating activities: \n \n \n \n \n \n \n \n \n \n \n \n \n \n Depreciation \n \n \n 136,121 \n \n \n   \n \n \n 119,688 \n \n \n \n \n Amortization expense - intangibles \n \n \n 4,671,178 \n \n \n   \n \n \n 3,878,386 \n \n \n \n \n Amortization of right of use assets \n \n \n 4,070,635 \n \n \n   \n \n \n 3,725,388 \n \n \n \n \n Amortization of prepaid post-combination compensation \n \n \n 5,061,895 \n \n \n   \n \n \n 3,081,000 \n \n \n \n \n Accretion of other liability \n \n \n 3,742,313 \n \n \n   \n \n \n 1,684,774 \n \n \n \n \n Amortization of debt discount \n \n \n 181,596 \n \n \n   \n \n \n 125,203 \n \n \n \n \n Provision for deferred income taxes \n \n \n (1,294,100) \n \n \n   \n \n \n (367,400) \n \n \n \n \n Share-based accounting charge \n \n \n 31,803,600 \n \n \n   \n \n \n 30,904,000 \n \n \n \n \n Long-term incentive program charges \n \n \n 4,162,000 \n \n \n   \n \n \n 2,648,000 \n \n \n \n \n Post-combination compensation charge-shares \n \n \n 2,792,757 \n \n \n   \n \n \n 1,529,286 \n \n \n \n \n Change in fair value of contingent consideration \n \n \n 1,909,750 \n \n \n   \n \n \n 1,711,235 \n \n \n \n \n Gain on bargain purchase \n \n \n (2,463,927) \n \n \n   \n \n \n (4,835,777) \n \n \n \n \n (Increase) decrease in: \n \n \n \n \n \n \n \n \n \n \n \n \n \n Accounts receivable, net \n \n \n (3,117,809) \n \n \n   \n \n \n (2,478,202) \n \n \n \n \n Prepaid post-combination expense \n \n \n (4,639,800) \n \n \n   \n \n \n (9,504,000) \n \n \n \n \n Prepaid expenses and other assets \n \n \n 572,613 \n \n \n   \n \n \n (570,601) \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 (2,052,883) \n \n \n   \n \n \n 6,114,690 \n \n \n \n \n Income taxes payable/receivable \n \n \n (2,218,740) \n \n \n   \n \n \n (5,192,760) \n \n \n \n \n Deferred revenue \n \n \n 958,600 \n \n \n   \n \n \n (5,345,073) \n \n \n \n \n Contingent consideration \n \n \n (268,563) \n \n \n   \n \n \n (42,600) \n \n \n \n \n Operating lease liability \n \n \n (4,276,703) \n \n \n   \n \n \n (3,044,269) \n \n \n \n \n Other liability \n \n \n (981,750) \n \n \n   \n \n \n (1,821,600) \n \n \n \n \n Transactions with members/related parties \n \n \n 1,610,627 \n \n \n   \n \n \n 2,159,517 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net cash provided by operating activities \n \n \n 16,402,466 \n \n \n   \n \n \n 10,234,613 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \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 (55,854) \n \n \n   \n \n \n (232,730) \n \n \n \n \n Proceeds issued for notes receivable - related parties \n \n \n - \n \n \n   \n \n \n (1,750,000) \n \n \n \n \n Proceeds received for notes receivable - related parties \n \n \n 350,000 \n \n \n   \n \n \n - \n \n \n \n \n Cash paid for acquisitions, net of cash acquired \n \n \n (19,783,750) \n \n \n   \n \n \n (8,096,000) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net cash used in investing activities \n \n \n (19,489,604) \n \n \n   \n \n \n (10,078,730) \n \n \n \n \n   \n \n \n   \n \n \n \n \n \n \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 25,000,000 \n \n \n   \n \n \n 14,000,000 \n \n \n \n \n Payment of debt issuance costs \n \n \n (214,992) \n \n \n   \n \n \n (450,729) \n \n \n \n \n Proceeds from line of credit \n \n \n - \n \n \n   \n \n \n 1,000,000 \n \n \n \n \n Payment of line of credit \n \n \n - \n \n \n   \n \n \n (1,000,000) \n \n \n \n \n Principal payment of notes payable \n \n \n (3,862,639) \n \n \n   \n \n \n (2,943,741) \n \n \n \n \n Payment of contingent consideration \n \n \n (749,687) \n \n \n   \n \n \n (1,779,000) \n \n \n \n \n Distributions \n \n \n (16,835,962) \n \n \n   \n \n \n (15,843,493) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net cash provided by (used in) financing activities \n \n \n 3,336,720 \n \n \n   \n \n \n (7,016,963) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Effect of exchange rate changes on cash and cash equivalents \n \n \n (55,015) \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 increase (decrease) in cash and cash equivalents \n \n \n 194,567 \n \n \n   \n \n \n (6,861,080) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Cash and cash equivalents as of beginning of period \n \n \n 14,341,376 \n \n \n   \n \n \n 21,202,456 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Cash and cash equivalents as of end of period \n \n \n $ 14,535,943 \n \n \n   \n \n \n $ 14,341,376 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \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 $ 1,718,390 \n \n \n   \n \n \n $ 833,576 \n \n \n \n \n Cash paid for income taxes \n \n \n $ 10,048,970 \n \n \n   \n \n \n $ 12,427,539 \n \n \n \n \n Right of use assets obtained with lease liabilities \n \n \n $ 1,064,582 \n \n \n   \n \n \n $ 8,858,106 \n \n \n \n \n Contingent consideration issued for acquisitions \n \n \n $ 3,798,077 \n \n \n   \n \n \n $ 2,784,990 \n \n \n \n \n Common stock issued for acquisitions \n \n \n $ 1,443,320 \n \n \n   \n \n \n $ 1,232,000 \n \n \n \n \n Increase in deferred revenue and other assets from acquisition of \n \n \n \n \n \n \n \n \n \n \n \n \n \n Multistate, Inc. \n \n \n $ - \n \n \n   \n \n \n $ 4,681,404 \n \n \n \n \n Stock issued for settlement of contingent consideration \n \n \n $ 691,000 \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 *see Note K \n \n \n   \n \n \n \n \n \n \n \n \n \n \n   \n   \n PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES \n   \n Notes to Consolidated Financial Statements \n December 31, 2024 and 2023 \n   \n Note A - Organization and Significant Accounting Policies \n   \n [1]     Organization and basis of presentation: \n   \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 100,000,000 shares (the \"Contribution Shares\") of Common Stock, par value $0.001 per share (\"Common Stock\") of PPHC-Inc. Pursuant to a formula approved by the Executive Board and General Board of PPHC-LLC (the \"Waterfall\"), PPHC LLC then liquidated and distributed the Contribution Shares to each of PPHC-LLC's owners who (other than The Alpine Group, Inc.), in turn, distributed such shares to their respective owners in accordance with the Waterfall (collectively, the \"Company Conversion\"). \n   \n The Company provides consulting services in the areas of Governmental Relations, Public Affairs and other ancillary areas, primarily in the United States of America (\"U.S.\").  With the acquisition of Pagefield Communications Limited (\"Pagefield\"), the Company has expanded its capabilities to the United Kingdom and parts of Europe.  \n   \n The Company has prepared the accompanying consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (\"GAAP\").  Such consolidated financial statements reflect all adjustments that are, in management's opinion, necessary, and are presented in United States Dollars (\"USD\").  All intercompany transactions and balances have been eliminated in consolidation. \n   \n The functional currency of Pagefield is the British pound sterling (\"GBP\").  The assets and liabilities of Pagefield are translated to USD at period end exchange rates, while statements of operations accounts are translated at the average exchange rate during the period.  Stockholders' equity accounts are translated at their historical exchange rate.  The effects of foreign currency translation adjustments are included in other comprehensive loss, which is a component of other comprehensive loss in stockholders' equity.  \n   \n [2]     Principles of consolidation: \n   \n The consolidated financial statements include all of the accounts of the entities listed below: \n   \n Parent company: \n     Public Policy Holding Company, Inc. \n   \n Wholly owned holding company: \n     PPHC International Ltd \n     PPHC International LLC \n   \n Wholly owned operating subsidiaries: \n     Crossroads Strategies, LLC \n     Forbes Tate Partners, LLC \n     Blue Engine Message & Media, LLC, doing business as Seven Letter \n     O'Neill & Partners LLC, doing business as O'Neill & Associates \n     Alpine Group Partners, LLC \n     KP Public Affairs, LLC \n     MultiState Associates, Inc. \n     Concordant LLC \n     Lucas Public Affairs, LLC \n     Pagefield Communications Limited \n   \n [3]     Initial public offering: \n   \n On December 16, 2021, PPHC-Inc. completed an initial public offering and placement (\"IPO\") of its shares of Common Stock, and the admission of Common Stock to trading on the AIM market of the London Stock Exchange.  \n   \n During 2021, all the ultimate owners of PPHC-LLC (\"Group Executives\") entered into Executive Employment Agreements.  The Group Executives sold some of their Common Stock in conjunction with the IPO (\"Liquidated Pre-IPO Shares\") but retained the majority of their shares (\"Retained Pre-IPO Shares\").  The Retained Pre-IPO Shares are subject to a vesting schedule under which the Common Stock held by each Group Executive will vest in equal installments on the first five anniversaries of the effective date of the IPO, provided that the Group Executive remains continuously employed by the employer; this vesting schedule applies to all the Company's employees holding Common Stock at the time of the IPO.  In the event that a Group Executive's employment terminates (other than on death or \"disability\", or by the employer without \"cause\", or by the Group Executive for what is deemed to be for a \"good reason\") then the unvested proportion of the Retained Pre-IPO Shares which have not vested, will be automatically forfeited and clawed back as of the date of such termination.  In the event a Group Executive's employment terminates on death or \"disability,\" or by the employer without \"cause,\" or by the Group Executive for what is deemed to be \"good reason,\" then all unvested shares will vest automatically as of the date of such termination.  The Executive Employment Agreements also contain certain provisions which enable cash derived from the sale of Liquidated Pre-IPO Shares and Retained Pre-IPO Shares that have vested to be clawed back and forfeited on certain events of termination of employment or breaches of certain provisions of the Executive Employment Agreements.  \n   \n The addition of the vesting provisions to previously issued shares creates a share-based accounting charge in accordance with the accounting guidance in Accounting Standards Codification (\"ASC\") 718-10-S99-2, Compensation-Stock Compensation .  (see Note F).  \n   \n [4]     Revenue recognition: \n   \n The Company generates the majority of its revenue by providing consulting services through fixed-fee arrangements related to Government Relations, Public Affairs and Diversified Services.  The Company's general practice is to establish an agreement with a client with a fixed monthly payment at the beginning of each month for the month's service to be performed.  Most of the consulting service contracts are based on one of the following types of contract arrangements: \n   \n ·     Fixed-fee (\"Retainer\") arrangements require the client to pay a fixed fee in exchange for a predetermined set of professional services.  The Company recognizes revenue at the beginning of the month for that month's services. \n   \n ·      Additional services include items such as 1) advertisement placement and management, 2) video production, and 3) website development, 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.  The Company recognizes revenues earned to date in an amount that is probable or unlikely to reverse and by applying the proportional performance method when the criteria for revenue recognition is met.  Any out-of-pocket administrative expenses incurred are billed at cost.  \n   \n In determining the method and amount of revenue to recognize, the Company has to 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   \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 or media buying 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, 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 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   \n The following table provides disaggregated revenue by revenue type for the periods ended December 31: \n   \n \n \n \n \n   \n \n \n \n 2024 \n \n \n \n \n 2023 \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Government relations revenue \n \n \n $ 102,463,869 \n \n \n $ 95,476,619 \n \n \n \n \n Public affairs revenue \n \n \n 36,405,430 \n \n \n 32,256,518 \n \n \n \n \n Diversified services revenue \n \n \n 10,694,008 \n \n \n 7,252,685 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n     Total revenue \n \n \n $ 149,563,307 \n \n \n $ 134,985,822 \n \n \n \n \n   \n   \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 \n \n 2024 \n \n \n \n \n 2023 \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Accounts receivable \n \n \n $ 19,161,501 \n \n \n $ 14,248,444 \n \n \n \n \n Unbilled receivables \n \n \n 225,073 \n \n \n 609,163 \n \n \n \n \n Allowance for credit losses \n \n \n (1,102,044) \n \n \n (794,138) \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Total contract receivables, net \n \n \n 18,284,530 \n \n \n 14,063,469 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Contract liabilities (deferred revenue) \n \n \n 3,149,957 \n \n \n 2,197,220 \n \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 approximately $3,150,000 and $2,197,000 from December 31, 2024 and 2023 is expected to be recognized as revenue in 2025 and 2024, respectively.  \n   \n [5]     Cash and cash equivalents: \n   \n The Company considers all cash investments with original maturities of three months or less to be cash equivalents.  At times, the Company maintains cash accounts that exceed federally insured limits, but management does not believe that this results in any significant credit risk. \n   \n [6]     Contract receivables: \n   \n The Company provides for an allowance for credit losses; it is management's best estimate of possible losses based on historical experience and specific allowances for known troubled accounts, if needed.  Accounts are generally considered past due after the contracted payment terms, which are generally net 30 day terms.  All accounts or portions thereof that are deemed to be uncollectible or that require an excessive collection cost are written off to the allowance for credit losses.  As of December 31, 2024 and 2023 the balance of the allowance for credit losses approximated $ 1,102,000 and $794,000.  \n   \n [7]     Leases: \n   \n The Company determines if a contract is a leasing arrangement at inception.  Operating lease assets represent the Company's right to control the use of an identified asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease.  Operating lease assets and liabilities are recognized on the Consolidated Balance Sheets at the commencement date based on the present value of lease payments over the lease term.  The Company uses the incremental borrowing rate on the commencement date in determining the present value of its lease payments.  The Company recognizes lease expense for its operating leases on a straight-line basis over the lease term. \n   \n The Company leases office space and equipment under non-cancelable operating leases, which may include renewal or termination options that are reasonably certain of exercise.  Most leases include one or more options to renew.  The exercise of lease renewal options is at the Company's sole discretion.  Certain of the Company's lease agreements include rental payments that are adjusted periodically for inflation.  The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.  \n   \n Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and are expensed on a straight-line basis.  \n   \n [8]     Property and equipment: \n   \n Property and equipment consist of furniture, equipment and leasehold improvements and is carried at cost less accumulated depreciation.  Depreciation is provided generally on a straight-line method over the estimated useful lives of the related assets ranging from 5 to 15 years. \n   \n [9]     Business combination: \n   \n In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values with limited exceptions.  Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value.  If fair value cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not met, no asset or liability is recognized.  Transaction costs are expensed as incurred.  The operating results of the acquired business are reflected in the Company's consolidated financial statements after the date of acquisition. \n   \n [10]   Goodwill and indefinite-lived intangible assets: \n   \n Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired and the indefinite-lived intangible assets which consists of trademarks. In accordance with ASC 350, Intangibles - Goodwill and Other , (\"ASC 350\"), Goodwill and indefinite-lived intangible assets are not amortized but tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. \n   \n The Company assesses goodwill for impairment at the reporting unit level.  A reporting unit is an operating segment or a business one level below that operating segment if discrete financial information is available and regularly reviewed by the chief operating decision maker (\"CODM\"). \n   \n The Company tests its goodwill and indefinite-lived intangible assets for impairment annually as of the end of the fourth quarter using the qualitative assessment. Based on the results of the Company's qualitative assessment, there was no goodwill of indefinite-lived intangible asset impairment for the years ended December 31, 2024 and 2023. \n   \n [11]   Other intangible assets: \n   \n The Company's definite-lived intangible assets consist of customer relationships, developed technology and noncompete agreements that have been acquired through various acquisitions.  The Company amortizes these assets over their estimated useful lives.  \n   \n Long-lived assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for an amount by which the carrying amount of the asset exceeds the fair value of the asset.  The Company has not recorded any impairment charges related to long-lived assets for the years ended December 31, 2024 and 2023. \n   \n [12]   Deferred revenue: \n   \n Deferred revenue represents prepayment by the customers for services that have yet to be performed.  As of December 31, 2024 and 2023, deferred revenue was approximately $ 3,150,000 and $2,197,000, respectively.  \n   \n [13]   Accounts payable and accrued expenses: \n   \n Accounts payable and accrued expenses consist of the following as of December 31: \n   \n \n \n \n \n   \n \n \n \n 2024 \n \n \n \n \n 2023 \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Accounts payable \n \n \n $ 4,753,171 \n \n \n $ 4,348,493 \n \n \n \n \n Bonus payable \n \n \n 9,926,791 \n \n \n 12,389,037 \n \n \n \n \n Other accrued expenses \n \n \n 5,364,340 \n \n \n 1,855,484 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n     Total \n \n \n $ 20,044,302 \n \n \n $ 18,593,014 \n \n \n \n \n   \n [14]   Marketing and advertising costs: \n   \n The Company expenses marketing and advertising costs as incurred.  Marketing and advertising expense for the years ended December 31, 2024 and 2023 was approximately $ 534,000 and $216,000 respectively. \n   \n [15]   Income taxes: \n   \n The Company utilizes the asset and liability method in the Company's accounting for income taxes.  Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.  The Company records a valuation allowance against deferred tax assets when realization of the tax benefit is uncertain. \n   \n A valuation allowance is recorded, if necessary, to reduce net deferred taxes to their realizable values if management believes it is more likely than not that the net deferred tax assets will not be realized. \n   \n The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.  The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. \n   \n [16]   Estimates: \n   \n The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates. \n   \n [17]   Share-based accounting charge and stock option expense: \n   \n The Company accounts for its share-based accounting (ASC 718-10-S99-2) charge using the fair value method.  The fair value method requires the Company to estimate the grant-date fair value of its share-based awards and amortize this fair value to expense over the requisite service period or vesting term.  For restricted and nonvested stock awards, the grant-date fair value is based upon the market price of the Company's common stock on the date of the grant.  For stock options, the grant-date fair value is based on the Black-Scholes Option Pricing Model.  For stock appreciation rights (\"SARs\") recorded as a liability, the Company adjusts the value of the SARs based on the fair value at each reporting date, which is calculated based on the Black-Scholes Option Pricing Model.  The Company records forfeitures as they occur. \n   \n [18]   Segment information: \n   \n GAAP requires segmentation based on an entity's internal organization and reporting of revenue and operating income based upon internal accounting methods commonly referred to as the \"management approach.\" Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM, or decision-making group, in deciding how to allocate resources and in assessing performance.  The Company's CODM is its Chief Executive Officer.  The Company's operations are conducted in three reportable segments.  These segments consist of Government Relations Consulting, Public Affairs Consulting and Diversified Services.  See Note K for more information regarding the Company's segment disclosures.  \n   \n [19]   Basic and diluted earnings (loss) per share: \n   \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 years ended December 31, 2024 and 2023 does not include the common stock equivalent shares below: \n   \n   \n \n \n \n \n   \n \n \n \n December 31, \n \n \n \n \n \n   \n \n \n \n 2024 \n \n \n \n \n 2023 \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Common shares outstanding \n \n \n 114,002,266 \n \n \n 109,542,220 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Nonvested shares outstanding \n \n \n 6,085,716 \n \n \n 5,729,741 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Legally outstanding shares \n \n \n 120,087,982 \n \n \n 115,271,961 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Stock options and RSUs outstanding \n \n \n 7,730,192 \n \n \n 5,314,056 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n     Total fully diluted shares \n \n \n 127,818,174 \n \n \n 120,586,017 \n \n \n \n \n   \n   \n The following table includes the weighted average shares outstanding for each respective period: \n   \n \n \n \n \n   \n \n \n \n December 31, \n \n \n \n \n \n   \n \n \n \n 2024 \n \n \n \n \n 2023 \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Common shares, weighted average \n \n \n 111,826,822 \n \n \n 108,606,133 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Nonvested shares, weighted average \n \n \n 6,390,351 \n \n \n 3,990,578 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Legally outstanding shares, weighted average \n \n \n 118,217,173 \n \n \n 112,596,711 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Stock options and RSUs, weighted average \n \n \n 6,574,713 \n \n \n 4,096,048 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n     Total fully diluted, weighted average \n \n \n 124,791,886 \n \n \n 116,692,759 \n \n \n \n \n   \n [20]   Fair value of financial instruments: \n   \n As a basis for determining the fair value of certain of the Company's financial instruments, the Company utilizes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: \n   \n Level 1 -  Observable inputs such as quoted prices in active markets for identical assets or liabilities; \n   \n Level 2 -  Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and \n   \n Level 3 -  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. \n   \n This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.  Assets and liabilities measured at fair value are classified in their entirety based on the level of input that is significant to the fair value measurement.  The Company's assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider the factors specific to the asset or liability.  \n   \n The carrying values of cash, contract receivables, and accounts payable and accrued expenses at December 31, 2024 and 2023 approximated their fair value due to the short maturity of these instruments.  \n   \n The Company's financial instruments that are measured on a recurring basis consist of contingent consideration from the acquisition of KP Public Affairs LLC (\"KP LLC\"), Multistate Associates Inc. (\"MultiState Inc\"), Lucas Public Affairs, Inc. (\"LPA\"), and Pagefield Communications Limited (\"Pagefield\").  The fair value of the contingent consideration was measured using Level 3 inputs.  \n   \n The following table summarized the change in fair value, as determined by Level 3 inputs, for the contingent cons...

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