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Public Policy Holding Company, Inc.

For the period ended Jun 30, 2026. Filed Aug 11, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 11, 2026

PPHC$11.17-1.5%Stored close · as of Nov 6, 2026

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Executive Highlights

The table below presents the revenue, its growth, and other financial performance measures over the period 2018- June 30, 2026. Results for the period 2018-2025 provide supplemental financial information prior to our initial registration with the SEC:

2018 · 2019 · 2020 · 2021 · 2022 · 2023 · 2024 · 2025 · 6M 2026 · CAGR 2018-2025
Revenue$33.8$55.5$77.4$99.3$108.8$135.0$149.6$186.5$102.327.6%
Revenue growth (year over year)28.0%64.2%39.5%28.3%9.6%24.1%10.8%24.7%16.3%
Organic Revenue Growth25.3%32.5%8.3%24.4%6.7%2.0%2.7%6.2%4.4%
Net loss$(15.0)$(14.2)$(24.0)$(39.0)$(15.2)
Adjusted EBITDA(1)$31.5$35.4$38.6$45.4$23.4
Net loss margin(13.8)%(10.6)%(16.0)%(20.9)%(14.9)%
Adjusted EBITDA margin29.0%26.2%25.8%24.3%22.9%
Top 10 clients as % of total revenue25.9%17.9%12.3%14.7%11.0%10.8%8.7%9.2%7.5%

(1)We have presented Adjusted EBITDA from 2022 onwards only as, prior to 2022, we were formed as a partnership with profits being distributed to the partners.

The table below sets out the non-GAAP financial measures used by our management together, in each case, with the nearest comparable measure under GAAP.

As reported for the three months ended June 30,
2026 · 2025 · $ Change · % Change
Revenue$52.1$48.6$3.67.3%
Net loss$(3.7)$(5.7)$2.034.8%
Net loss margin(7.2%)(11.8%)4.6pts
Adjusted EBITDA$12.3$12.8$(0.6)(4.4)%
Adjusted EBITDA margin23.5%26.4%(2.9)pts
Adjusted Net Income$10.6$11.9$(1.3)(11.0)%
Net loss per share, basic and diluted$(0.19)$(0.44)$0.2455.6%
Adjusted EPS, diluted$0.34$0.45$(0.12)(25.4)%
Dividend per share$0.236$0.240$(0.005)
As reported for the six months ended June 30,
2026 · 2025 · $ Change · % Change
Revenue$102.3$87.9$14.416.3%
Net loss$(15.2)$(16.3)$1.16.8%
Net loss margin(14.9%)(18.6%)3.7pts
Adjusted EBITDA$23.4$21.4$2.09.3%
Adjusted EBITDA margin22.9%24.4%(1.5)pts
Adjusted Net Income$17.9$15.6$2.415.3%
Net loss per share, basic and diluted$(0.68)$(1.06)$0.3936.3%
Adjusted EPS, diluted$0.59$0.60$(0.01)(1.5)%
Dividend per share$0.236$0.240$(0.005)
Net cash used in operating activities$(9.1)$(0.3)$(8.8)(3,155.4)%
Adjusted Free Cash Flow$4.1$11.7$(7.5)(64.5)%
Cash and cash equivalents at end of period$36.9$9.8$27.1
Net Debt at end of period$(5.2)$(42.2)$37.0

Reconciliation of net loss and net loss margin to Adjusted EBITDA and Adjusted EBITDA margin

Three months ended June 30,Six months ended June 30,
20262025$ Change% Change20262025$ Change% Change
Net loss$(3.7)$(5.7)$2.034.8%$(15.2)$(16.3)$1.16.8%
Net loss margin(7.2)%(11.8)%4.6pts(14.9)%(18.6)%3.7pts
Adjustments:
Interest income(0.3)0.0(0.2)(775.1)%(0.3)(0.1)(0.2)(330.6)%
Interest expense0.70.9(0.1)(16.1)%1.51.50.01.8%
Income tax expense (benefit)0.4(0.0)0.41,545.8%3.14.1(1.0)(24.4)%
Other expense0.1—0.1—0.0(0.0)0.0290.2%
Depreciation and amortization1.61.7(0.1)(6.4)%3.33.00.26.7%
EBITDA(1.2)(3.2)2.062.2%(7.6)(7.8)0.11.9%
Long-term incentive program charges1.11.5(0.5)(30.0)%2.02.7(0.6)(23.3)%
Share-based accounting charge7.47.4(0.0)(0.4)%14.614.8(0.2)(1.3)%
Post-combination compensation charge4.25.3(1.1)(21.4)%7.08.8(1.7)(19.8)%
Change in fair value of contingent consideration0.91.7(0.8)(47.3)%7.22.74.5168.8%
Gain on bargain purchase, net of deferred taxes(0.8)—(0.8)—(0.9)—(0.9)—
Adjusted EBITDA incl. M&A expenses$11.5$12.7$(1.3)(10.1)%$22.4$21.2$1.25.8%
M&A Expenses0.80.10.7883.1%1.10.30.8281.4%
Adjusted EBITDA12.312.8(0.6)(4.4)%23.421.42.09.3%
Adjusted EBITDA Margin23.5%26.4%(2.9)pts22.9%24.4%(1.5)pts

Financial Results

Second Quarter Financial Results

In the three months ended June 30, 2026, revenue increased by 7.3% to $52.1 million, with organic growth contributing 3.9%, and the balance primarily driven by two acquisitions, Westminster Policy Partners Limited (“WPI”) (completed April 1, 2026) and Pine Cove Strategies, LLC (“Pine Cove”) (completed July 11, 2025).

GAAP net losses decreased from $5.7 million in the three months ended June 30, 2025, to$3.7 million in the three months ended June 30, 2026. The loss is primarily attributable to the$7.4 million in share-based accounting charge stemming from the 2021 UK IPO and the treatment of acquisitions in our accounts, related to the change in fair value of contingent consideration and post combination compensation charges.

The reduction in net loss of$2.0 million during the three months ended June 30, 2026 is attributable to a decrease of $1.1 million in Post-combination compensation charge, $0.8 million bargain purchase gain resulting from the acquisitions in 2026, and a favorable decrease in the change in fair value of contingent consideration of $0.8 million. These favorable reductions in expense were partially offset by an increase in mergers and acquisitions expenses of $0.7 million, reflecting heightened acquisition activity during the quarter relative to the comparable prior-year period.

In the three months ended June 30, 2026, Adjusted EBITDA was $12.3 million, down 4.4% or $0.6 million, as compared to the three months ended June 30, 2025, realized at a 23.5% margin. This decrease in Adjusted EBITDA was primarily attributable to the growth in non-allocated corporate costs, which increased $1.4 million, from $2.9 million to $4.3 million, as a result of building out a robust central platform for supporting our clients, the incremental U.S. public company costs stemming from the 2026 U.S. IPO, and the growing of our group of member companies. In addition, non-allocated bonus increased $0.3 million to $4.0 million as a result of improved underlying performance. These factors were partially offset by a $1.1 million increase in Total Segment Adjusted Pre-bonus EBITDA, which went up from $19.5 million to $20.6 million.

In the three months ended June 30, 2026, Adjusted Net Income was $10.6 million, down 11.0% or $1.3 million, as compared to the three months ended June 30, 2025. Adjusted Net Income was primarily impacted by the $0.7 million increase in mergers and acquisitions expenses, the same factors as Adjusted EBITDA discussed above in the amount of $0.6 million, and income tax expense increasing $0.4 million. The impact of these items was partially offset by a decrease in net finance costs of $0.4 million.

Adjusted EPS fully diluted of $0.34 compared to $0.45 in the three months ended June 30, 2025, reflecting the higher share count following the January 2026 U.S. IPO.

Six months ended June 30, 2026 Financial Results

In the six months ended June 30, 2026, revenue increased by 16.3% to $102.3 million, with organic growth contributing 4.4%, and the balance primarily driven by the two acquisitions, TrailRunner International, LLC (“TrailRunner”) (completed April 1, 2025), Westminster Policy Partners Limited (“WPI”) (completed April 1, 2026), and Pine Cove Strategies, LLC (“Pine Cove”) (completed July 11, 2025).

GAAP net losses decreased from $16.3 million in the six months ended June 30, 2025, to $15.2 million in the six months ended June 30, 2026. The loss is primarily attributable to the $14.6 million in share-based accounting charge stemming from the 2021 UK IPO and the treatment of acquisitions in our accounts, related to the change in fair value of contingent consideration and post combination compensation charges.

The $1.1 million reduction in net loss in the six months ended June 30, 2026 was primarily attributable to a favorable decrease in income tax expense of $1.0 million resulting from a one‑time transaction that gave rise to the recognition of a deferred tax asset. Additionally, the Company recognized a $0.9 million bargain purchase gain in connection with the acquisitions in the six months ended June 30, 2026, compared to no such gain recognized in the six months ended June 30, 2025. These favorable changes were partially offset by an increase of $0.8 million in mergers and acquisitions expense, reflecting heightened acquisition activity during the first half of 2026 relative to the comparable prior-year period.

Adjusted EBITDA was at $23.4 million, up 9.3% or $2.0 million, as compared to the six months ended June 30, 2025, with a 22.9% margin. The growth in Adjusted EBITDA was driven by improved underlying performance resulting in Segment Adjusted Pre-Bonus EBITDA increasing $5.1 million to $40.0 million. This was partially offset by unallocated corporate costs increasing by $2.1 million to $8.7 million as the Company continues incurring incremental U.S. public company costs stemming from the 2026 U.S. IPO. In addition, non-allocated bonus increased $1.0 million to $7.9 million as a result of the improved underlying performance.

Adjusted Net Income of $17.9 million, up 15.3% or $2.4 million as compared to the six months ended June 30, 2025, driven by Adjusted EBITDA as well as favorable decreases in tax expense of $1.0 million and $0.2 million in net finance cost. These items were partially offset by an increase of $0.8 million in mergers and acquisitions expense during the period.

Adjusted EPS, fully diluted of $0.59 compared to $0.60 in six months ended June 30, 2025, reflecting the higher share count following the January 2026 U.S. IPO

The Group recorded Adjusted Free Cash Flow of $4.1 million for the six months ended June 30, 2026 as compared to $11.7 million in the six months ended June 30, 2025. The decrease of $7.5 million in Adjusted Free Cash Flow is attributable to the Company's investment in working capital. In the six months ended June 30, 2026, contract and unbilled receivables increased by $10.3 million in conjunction with accounts payable and accrued expenses decreasing by $6.3 million, totaling a $16.6 million investment; while in the six months ended June 30, 2025, the investment in working capital was less pronounced at $12.1 million ($7.9 million increase in contract and unbilled receivables and $4.2 million decrease in accounts payable and accrued expenses). The result was an increased investment in working capital of $4.5 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The remainder of the change in Adjusted Free Cash Flow is primarily driven by the provision for deferred income taxes increasing $4.6 million in the six months ended June 30, 2026 compared to $1.4 million in the six months ended June 30, 2025, an increase of $3.2 million.

EPS and Adjusted EPS, fully diluted for the three and six months ended June 30, 2026 and 2025, were as follows:

Three months ended June 30,
2026 · 2025
GAAP · Adjustments(1) · Non-GAAP · GAAP · Adjustments(1) · Non-GAAP
Net loss and Adjusted Net Income$(3.7)$14.3$10.6$(5.7)$17.6$11.9
Adjustments to Net Income
Amortization of intangible assets1.61.7
Share-based accounting charge7.47.4
Post-combination compensation charge4.25.3
Change in fair value of contingent consideration0.91.7
Long-term incentive program expense1.11.5
Gain on bargain purchase price(0.8)—
Other income, net0.1—
$14.3$17.6
Weighted average number of shares outstanding
-Common Shares24,951,18417,183,129
-Legally outstanding shares29,433,91824,588,121
-Fully Diluted31,236,74726,172,828
Earnings per share (EPS, $), based on
-Common Shares$(0.19)$(0.44)
-Legally outstanding shares$0.36$0.48
-Fully Diluted$0.34$0.45
Six months ended June 30,
2026 · 2025
GAAP · Adjustments(1) · Non-GAAP · GAAP · Adjustments · Non-GAAP
Net loss and Adjusted Net Income$(15.2)$33.2$17.9$(16.3)$31.9$15.6
Adjustments to Net Income
Amortization of intangible assets3.23.0
Share-based accounting charge14.614.8
Post-combination compensation charge7.08.8
Change in fair value of contingent consideration7.22.7
Long-term incentive program expense2.02.7
Gain on bargain purchase price(0.9)—
$33.2$31.9
Weighted average number of shares outstanding
-Common Shares24,130,71817,044,164
-Legally outstanding shares28,527,09224,284,834
-Fully Diluted30,271,06625,838,782
Earnings per share (EPS, $), based on
-Common Shares$(0.68)$(1.06)
-Legally outstanding shares$0.63$0.64
-Fully Diluted$0.59$0.60

(1)Table may not sum due to immaterial rounding differences

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.