$PPHC

Public Policy Holding Company, Inc.

CIK:0001903508|SEC Filings

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Income Statement [Abstract]
Revenue	$ 52,143	$ 48,588	$ 102,266	$ 87,899
Operating expenses:
Salaries and other personnel costs	38,784	38,783	77,986	72,665
Office and other direct costs	2,008	1,812	3,767	3,286
Cost of services	40,792	40,596	81,753	75,951
Salaries, general and administrative	12,077	9,537	21,363	17,026
Mergers and acquisitions expense	802	82	1,054	276
Depreciation and amortization expense	1,466	1,577	2,971	2,768
Change in fair value of contingent consideration	892	1,693	7,195	2,676
Total operating expenses	56,029	53,484	114,336	98,697
Loss from operations	(3,886)	(4,896)	(12,070)	(10,798)
Gain on bargain purchase	846	0	898	0
Interest income	255	29	267	62
Interest expense	(725)	(865)	(1,527)	(1,500)
Other income (expense), net	128	(22)	294	(22)
Net loss before income taxes	(3,382)	(5,754)	(12,138)	(12,258)
Income tax benefit (expense)	(352)	24	(3,092)	(4,088)
Net loss	$ (3,734)	$ (5,730)	$ (15,230)	$ (16,346)
Net loss per share attributable to common shareholders, basic (usd per share)	$ (0.19)	$ (0.44)	$ (0.68)	$ (1.06)
Net loss per share attributable to common shareholders, diluted (in usd per share)	$ (0.19)	$ (0.44)	$ (0.68)	$ (1.06)
Weighted average, basic shares outstanding (in shares)	24,951,184	17,183,129	24,130,718	17,044,164
Weighted average, diluted shares outstanding (in shares)	24,951,184	17,183,129	24,130,718	17,044,164
Net loss	$ (3,734)	$ (5,730)	$ (15,230)	$ (16,346)
Foreign currency translation gain (loss)	(29)	1,520	(353)	2,242
Total comprehensive loss	$ (3,763)	$ (4,210)	$ (15,583)	$ (14,104)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash Flows from Operating Activities:
Net loss	$ (15,230)	$ (16,346)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	98	93
Amortization expense - intangibles	3,154	2,956
Amortization of right of use assets	2,490	2,247
Amortization of prepaid post-combination compensation	2,395	4,218
Accretion of other liability	2,913	3,055
Amortization of debt discount		95
Amortization of debt discount	72	108
Provision for deferred income taxes	(4,613)	(1,388)
Share-based accounting charge	14,644	14,838
Change in fair value of contingent consideration	7,195	2,676
Gain on bargain purchase	(898)	0
Expected credit losses	1,371	1,021
Decrease in:
Contract and unbilled receivables	(10,267)	(7,899)
Prepaid post-combination expense	(9,566)	(10,306)
Prepaid expenses and other assets	(1,767)	(1,578)
Increase (decrease) in:
Accounts payable and accrued expenses	(6,315)	(4,169)
Income taxes payable and receivable	4,687	5,594
Deferred revenue	2,939	3,362
Contingent consideration	(1,447)	(3)
Operating lease liability	(2,146)	(2,511)
Other liabilities	(2,804)	(1,722)
Transactions with members and related parties	280	1,340
Net Cash Used in Operating Activities	(9,050)	(278)
Cash Flows from Investing Activities:
Purchases of property and equipment	(632)	(93)
Proceeds received for notes receivable - related parties	400	0
Cash paid for acquisitions, net of cash acquired	(611)	(18,522)
Net Cash Used in Investing Activities	(843)	(18,615)
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriting fees of $3.0 million	42,866	0
Proceeds from notes payable	0	24,000
Payment of debt issuance costs	0	(82)
Payment of deferred equity offering costs	(4,151)	0
Principal payment of note payable	(4,909)	(4,040)
Payment of contingent considerations	(306)	0
Dividends paid	(7,041)	(5,765)
Net Cash Provided by Financing Activities	26,459	14,113
Effect of foreign exchange rate changes on cash and cash equivalents	(79)	36
Net Change in Cash and Cash Equivalents	16,487	(4,744)
Cash and Cash Equivalents as of Beginning of Period	20,436	14,536
Cash and Cash Equivalents at the End of Period	36,923	9,792
Supplemental disclosure of cash flow information:
Cash paid for interest	1,454	1,392
Cash paid for income taxes	3,018	2,412
Common stock received for repayment of note receivable with Alpine Group	0	532
Right of use assets obtained with lease liabilities	11,270	2,067
Contingent consideration issued for acquisitions	0	2,483
Common stock issued for acquisitions	0	1,190
Stock issued for settlement of other liability	1,211	342
Stock issued for settlement of contingent consideration	1,727	0
Omnibus Incentive Plan
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	2,033	2,651
Post-Combination Awards
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	$ 1,732	$ 1,498

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 36,923	$ 20,436
Contract receivables, net	30,905	21,851
Notes receivable - related parties, current portion	350	750
Income taxes receivable	0	2,068
Prepaid post-combination compensation, current portion	6,705	3,585
Prepaid expenses and other current assets	5,006	9,598
Amounts due from related parties	0	266
Total current assets	79,889	58,554
Property and equipment at cost, less accumulated depreciation	1,143	598
Notes receivable - related parties, long term	900	900
Operating lease right of use asset	27,594	18,829
Goodwill	57,153	56,990
Other intangible assets, net of accumulated amortization	35,002	37,113
Deferred income tax asset	29,759	24,600
Prepaid post-combination compensation, long term	8,869	4,692
Other long-term assets	447	276
TOTAL ASSETS	240,756	202,552
Current liabilities:
Accounts payable and accrued expenses	20,828	30,819
Income taxes payable	2,880	0
Deferred revenue	6,245	3,310
Operating lease liability, current portion	5,271	5,070
Contingent consideration, current portion	2,098	3,134
Notes payable, current portion, net	9,867	9,082
Total current liabilities	49,798	52,856
Notes payable, long term, net	32,286	37,906
Contingent consideration, long term	14,601	9,864
Other liability, long term	8,296	10,553
Operating lease liability, long term	24,832	16,469
Total liabilities	129,813	127,648
Shareholders' equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 29,895,289 and 25,174,492 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	28	24
Additional paid-in capital	295,734	237,075
Accumulated deficit	(185,653)	(163,381)
Accumulated other comprehensive income (loss)	834	1,186
Total shareholders’ equity	110,943	74,904
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	240,756	202,552
Related Party
Current liabilities:
Other liability, current portion	14	0
Nonrelated Party
Current liabilities:
Other liability, current portion	$ 2,595	$ 1,441