Interim Results

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

Public Policy Holding Company, Inc.

Unaudited interim results for the six months ended 30 June 2025

Strong organic growth reinforced by strategic M&A to deliver record revenue and EBITDA

Public Policy Holding Company, Inc., ("PPHC", the "Company" or the "Group"), a leading global strategic communications provider, offering a comprehensive range of advisory services in the areas of Government Relations, Public Affairs, and Corporate Communications, today announces its unaudited interim results for the six months ended 30 June 2025 ("H1 2025" or the "Period").

Financial Highlights

• H1 revenue increased by 23.6% to $87.9m (H1 2024: $71.1m), with organic growth contributing 7.6% and the balance driven by three acquisitions made in 2024 and 2025.

• Record adjusted EBITDA1 of $21.4m, up 14.1%, achieved at a 24.4% margin.

• Adjusted Net Income of $15.6m was up 19.9% (H1 2024: $13.0m) with an increase in finance costs offset by a more favourable effective tax rate.

• Adjusted fully diluted EPS of $0.12 was up 13.0%, with fully diluted share count increasing by 6% (basic share count by 4%).

• The Group's balance sheet remains robust with free cash flow of $11.7m (H1 2024: $5.8m), allowing for continued progress against stated strategic goals via organic investment and earnings accretive M&A.

• Net Debt of $42.2m (H1 2024: $28.3m) reflects a prudent leverage ratio and the allocation of $24.0m to fund the earnings accretive acquisition of TrailRunner in H1 2025.

• The Board retains strong confidence in the Group's outlook and has declared an interim dividend of $0.023 per Common Outstanding Share, in line with the revised dividend policy announced in January 2025.

1 EBITDA definition adjusted from prior reporting to exclude M&A costs. See details in "Financial Review" for bridge.

Operational Highlights

· Significant progress in line with the Group's stated growth strategy, with earnings accretive acquisitions providing an enhanced complementary range of services to the Group's international client base:

o  Organically, the Group recorded 7.6% growth in revenue which represents a significant step-up from the 2.7% growth in FY 2024 and the 2.0% in FY 2023, supported by a strong rebound in Corporate Communications and Public Affairs

o  Acquisition of TrailRunner significantly expands the Group's capabilities in Corporate Communications - which includes crisis and reputation management, financial, and legal communication - providing significant revenue opportunities via referrals and joint business in conjunction with the pre-existing Group.

o  TrailRunner is headquartered in the fast-growing state of Texas (recognised as the 8th largest economy in the world), and has additional offices in New York, Northern California, Nashville, UK, UAE, and China. Back-office integration has completed.

o  Post-period, the Group also announced the acquisition of Pine Cove Strategies, a premier Texas-based strategic consulting firm, adding to the Group's state government relations capabilities.

· Revenue remained highly diversified with the top 10 Group clients representing 9.4% of revenue in H1 2025 versus 8.7% at the end of FY 2024 and 10.8% for FY 2023.

· By segment:

o  Government Relations grew at 6.2% (4.1% organically).

o  Corporate Communications & Public Affairs (formerly: Public Affairs) increased by 81.2% (14.7% organically), benefiting from the rebound in demand for communication services following the conclusion of the 2024 US elections.

o  Compliance and Insights Services (formerly: Diversified Services) continued its strong growth at 19.2% (reported and organic).

o  Overall, we made significant progress on our strategy to diversify our revenue mix, with complementary service offerings, with Corporate Communications & Public Affairs increasing strongly to 32.0% of revenue (H1 2024: 21.8%) and Government Relations now representing 60.8% (H1 2024: 70.8%). Compliance and Insights Services marginally decreased to 7.1% (H1 2024: 7.4%).

· An expansive client base of c.1,300 Group clients is supported by sustained high retention rates, with the Group directly representing approximately half of the Fortune 100 and a quarter of the Fortune 500, in addition to many more via trade associations.

· The quality of PPHC's operating companies in Federal Government Relations continues to be reflected in the H1 2025 Lobbying Disclosure Act ("LDA") rankings, with Group agencies, when aggregated, topping the rankings for the period.

Current Trading and Outlook

· The performance delivered in H1 2025 has set the Group up well for the remainder of the year and it remains on track to meet full year market expectations.

· The market for Strategic Communications in key geographies remains fragmented and the Board continues to view the Group as a natural consolidator with favourable bipartisan positioning.

· As announced on 1 August 2025, the Group plans to effect a U.S. initial public offering of its common stock on the Nasdaq Stock Market ("NASDAQ") with the aim of broadening its access to capital markets, enhancing shareholder liquidity and supporting its long-term ambitions. The Company remains fully committed to its existing shareholder base and will maintain its listing on AIM following the proposed U.S. listing.

Stewart Hall, CEO of PPHC, commented:

"We have made continued progress in H1 2025, with significantly higher organic revenue growth of 8% and earnings accretive acquisitions delivering a strong financial performance. As anticipated, we have seen increased demand for our services following the conclusion of 2024 U.S. elections, in particular in Corporate Communications and Public Affairs, with our teams delivering critical work for our clients across multiple geographies.

"Following recent acquisitions, PPHC is now firmly established as a leading global strategic communications company and we are well placed to deliver continued growth in line with our stated strategy. 

"With strong momentum across all of our service lines and a robust pipeline of potential acquisition opportunities, we are confident in our outlook and ability to continue delivering meaningful returns to our shareholders."

Enquiries

About PPHC

Incorporated in 2014, PPHC is a global 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 1,300 clients, including companies, trade associations and non-governmental organisations, the Group is active in all major sectors of the 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 federal and state-level policy makers, stakeholders, media, and the public.

PPHC operates a holding company structure and currently has eleven operating entities operating globally. The Group has a strong track record of organic and acquisitive growth, the latter focused on expanding strategic communications capabilities and geographic reach.

For more information, see www.pphcompany.com

Operational Review

Introduction

The Group made significant progress in H1 2025, combining strong organic growth with two strategically important, earnings-accretive acquisitions. The addition of TrailRunner significantly enhances our global corporate communications capabilities, while Pine Cove further strengthens our US presence, together advancing our mission to deliver strategic communications services at greater scale, breadth, and sophistication.

Clients

PPHC provides a comprehensive range of strategic communications services to its clients. As of 30 June 2025, the Group had c.1,300 clients. Every year approximately c.78% of these clients renew their relationship with the Group, leading to revenue retention of c.85%, demonstrating the strength of the Group's services, client relationships and the quality of our earnings. These metrics tend to be higher in the Government Relations and Compliance & Insights Services divisions, which have large retained client bases, and lower in Corporate Communications and Public Affairs, where more work is done on a project basis.

In line with the trend we reported in 2024, we continued to see our operating divisions develop at different paces, with Government Relations - the largest of the Group's three divisions - increasing revenue at 6.2%, of which 4.1% was organic, setting the Group up well for the remainder of the year. All three of the Group's lobbying firms, which sit within this division, continued to lead the industry on a consolidated basis, ranking number one in reported federal lobbying ("LDA") revenue in H1 2025. Three of the Group's US-based firms were also recognised in Bloomberg Government's 2024 Top-Performing Lobbying Firms Report. Corporate Communications & Public Affairs increased strongly at 81.2% (or 14.7% on an organic basis), driven by the 2024 acquisitions of Pagefield and Lucas Public Affairs, the 2025 acquisition of TrailRunner, and the strong rebound in demand for our services following the conclusion of the US elections in November 2024. Our Compliance and Insights division showed strong continued revenue growth of 19.2%, demonstrating the successful roll-out of subscription-based and technology supported activities.

A key focus of the Group remains on retained clients with greater annual spending above certain thresholds. PPHC ended FY 2024 with 503 clients spending more than $100,000 and 137 clients spending more than $250,000 and is on track to report growth in these KPIs for FY 2025. This is supported by a variety of factors, including increasing cross-company client development, PPHC's internal referral awards system, and compensation programmes that are based on Group-wide performance. In January 2025, we were pleased to appoint John Green as Chief Client Officer, a new role underscoring PPHC's commitment to maximising cross-firm collaboration and delivering unparalleled outcomes for its clients.

In H1 2025, the Group directly represented close to half of the Fortune 100 and a quarter of the Fortune 500, in addition to many more via their trade associations that the Group serves.

Investing to accelerate growth

As announced on 1 April 2025, PPHC successfully completed the acquisition of Texas-based TrailRunner for an initial consideration of $33.0 million. This was the Group's fifth significant acquisition since IPO at the end of 2021. TrailRunner contributes a very strong franchise in Corporate Communications, creating many opportunities for client synergies with the pre-existing group. This acquisition plays into the market trend where our clients see government relations and corporate communications as increasingly intertwined. TrailRunner operates with a global team across offices in Texas, New York, Nashville, and Northern California, London, Shanghai, Abu Dhabi, and Dubai.

On 1 August 2025, PPHC also completed the earnings-accretive acquisition of Pine Cove for an initial consideration of $3.0 million. Pine Cove is a Texas-based strategic consulting firm, founded and managed by George P. Bush, that serves as a long-term partner to clients ranging from start-ups to established businesses and Fortune 500 companies. It advises and supports clients in navigating regulatory and complex business challenges.

The government relations and corporate 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 pipeline of M&A opportunities remains strong in the US, UK and mainland Europe.

Current Trading and Outlook

The performance delivered in H1 2025 has set the Group up well for the remainder of the year and it remains on track to meet full year market expectations, The Group continues to see strong demand for government relations, public affairs, and regulatory advisory services, with particular strength in U.S. federal and state-level mandates.

The focus continues to be on driving client retention rates, new business generation, and the continued cross-selling of services across the Group's broad operating company base to support organic growth prospects. Clients are increasingly seeking integrated support to manage complex reputational, regulatory, and stakeholder challenges.

The market for Strategic Communications in key geographies remains fragmented and the Board continues to view the Group as a natural consolidator with favourable bipartisan positioning.

The pipeline of acquisition opportunities under development in the U.S., United Kingdom, and mainland Europe remains strong in an active market for the strategic communications sector. The Group is actively seeking to expand its portfolio of operating companies internationally with strategically and financially attractive opportunities while adding complementary specialisations.

As announced on 1 August 2025, the Group plans to effect a U.S. initial public offering of its common stock on the Nasdaq Stock Market ("NASDAQ") with the aim of broadening its access to capital markets, enhancing shareholder liquidity and supporting its long-term ambitions. The Company remains fully committed to its existing shareholder base and will maintain its listing on AIM following the proposed U.S. listing. Against this background, the Group is refraining from providing specific medium-term guidance.

Financial Review

In the first half of 2025, revenue grew 23.6% to $87.9m (7.6% growth on an organic basis), demonstrating the stability of the Group's core business operations, the dedication of our management teams across our operating companies, the success of our acquisitions, and the critical importance of our work to our clients.

During H1 2025, the Company redefined our Underlying EBITDA definition to be Adjusted EBITDA. Adjusted EBITDA excludes expenses related to M&A transactions (which includes M&A related advisory fees, debt origination, and transaction taxes) as follows:

Adjusted EBITDA for the period of $21.4m, up 14.1% over H1 2024 ($18.8m), was achieved at a margin of 24.4% (H1 2024: 26.4%). This decrease is driven by the change in business mix, with the highly profitable Government Relations division reducing in weight from 70.8% to 60.8%, as well as the restoration of the bonus pool from its lower level in 2024.

The Group's debt position at 30 June 2025 of $52.0m offset by cash of $9.8m, resulted in a net debt position of $42.2m (H1 2024: net debt $28.3m). The increase in debt related to the acquisition of TrailRunner in the second quarter of 2025.

Certain monetary amounts, percentages, and other figures have been subject to rounding adjustments.

Adjusted Profit & Loss Statement

Bridge from Adjusted to Reported Results

Please refer to the section 'basis of preparation' for an explanation of the non-cash items excluded from Adjusted Net Income.

Revenue

(1) Organic Revenue Growth defined below.

The Group's total revenue for H1 2025 increased by 23.6% to $87.9m (H1 2024: $71.1m). The organic growth rate was 7.6% and the remainder was driven by the successful integration of Lucas Public Affairs, Pagefield Communications (acquisitions completed in H1 2024) which are now meaningfully contributing to the Group's financial performance, and TrailRunner (completed in H1 2025).

Organic growth of 7.6% was the outcome of strong continued organic growth in Government Relations at 4.1%, Corporate Communications & Public Affairs at 14.7% and Compliance and Insights Services at 19.2%.

The contracts in the segments of Government Relations and Compliance and Insights Services are mostly retainer based or subscription based. The contracts in Corporate Communications & Public Affairs are a mix of retainers and projects.

In H1 2025, 60.8% of the Group's revenues stemmed from Government Relations (H1 2024: 70.8%), 32.0% came from Corporate Communications & Public Affairs (H1 2024: 21.8%), and 7.1% from Compliance and Insights Services (H1 2024: 7.4%).

We define Organic Revenue Growth as the year-over-year revenue growth excluding revenues from acquired businesses for the first twelve months following the date of acquisition. For purposes of this calculation, the revenue of an acquired business is classified as acquired revenue and excluded from Organic Revenue Growth until the thirteenth month following the acquisition date. Beginning in the thirteenth month, the revenue from that acquisition is included in the Organic Revenue Growth comparison against the corresponding prior-year period.

Profit

Adjusted EBITDA of $21.4m was achieved at a margin of 24.4%, close to the Group's historic performance while reflecting the change in businesses mix with highly profitable Government Relations activities reducing in relative weight, as well as a partial restoration of the bonus pool.

After interest and taxes, the Group's Adjusted Net Income for H1 2025 amounted to $15.6m, up 19.9% from $13.0m in H1 2024.

Other

The Group's net finance costs for H1 2025 were $1.4m (H1 2024: $0.5m), reflecting the inclusion of additional debt on the Group's balance sheet for the acquisitions of Lucas Public Affairs and Pagefield in H1 2024, and TrailRunner in H1 2025.

The tax accrual for H1 2025 amounted to $4.1m (H1 2024: $3.7m), which represents a blended charge of 20.8% to Adjusted Profit before Tax. This rate represents a slight improvement over the 22.2% effective rate in H1 2024 but is slightly higher than the 19.1% rate we recorded for FY 2024.

The Group ended 2024 with 367 employees and at 30 June 2025 this had increased to 447, primarily as a result of the acquisition of TrailRunner. The Group's average employee count during H1 was 403 (H1 2024: 330).

Cash Flow

The Group recorded strong Adjusted Free Cash Flow of $11.7m (H1 2024: $5.8m). The generation of Cash Flow from Operations in the first half of the year tends to be muted as a result of the payment of annual bonuses across the Group in Q1 and seasonal working capital trends. Similar to prior years, management continues to expect the majority of Adjusted Free Cash Flow to be generated in the second half of the year.

Conversion Cash flow from Operations to Free Cash Flow

As is typical for the Group, the primary uses of cash are dividends and acquisition payments.

Dividend payments reduced from $11.2m in H1 2024 to $5.8m in H1 2025, reflecting the new dividend policy as announced in January 2025. Acquisition payments, net of cash acquired, increased from $26.2m to $30.6m in H1 2025, with the 2025 outlay driven by the acquisition payment for TrailRunner and an earnout payment for KP Public Affairs, and the 2024 outlay driven by the acquisition payments for LPA, Pagefield, and an earnout payment for MultiState.

Summary of cash uses and sources

Balances end of period

The Group's debt position at the end of the Period was $52.0m, offset by cash of $9.8m resulting in a net debt position of $42.2m (H1 2024: net debt $28.3m). The increase in debt relates to the acquisitions of TrailRunner in H1 2025.

Earnout obligations

As part of the typical structure applied for the acquisitions that were completed post-IPO, the Group also committed to making certain contingent 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.

In relation to these earnout payments, the Group has liabilities recorded of $22.0m on its balance sheet, spread across the 'Contingent Consideration' and 'Other Liabilities' line items. This number is a reflection not only of the estimated foreseen nominal payments, but also of discount factors and fair value estimates.

In nominal terms, over the period 2025-2030, based on expected performance of each of the acquired companies, we anticipate having to make earnout payments of $75.4m, of which $42.7m 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 $132.8m, of which $77.7m 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.

Expected earnout liabilities - in nominal terms

Dividend

The Board of Directors of the Company has declared an Interim Dividend for 2025 of $0.023 per Common Share (2024 Interim Dividend: $0.047), which equates to an aggregate amount, based on the current number of outstanding Common Shares, of approximately $2.9m, payable to the holders of record of all of the issued and outstanding shares of the Company's Common Stock as of the close of business on the record date, 19 September 2025. The ex-dividend date is 18 September 2025. The dividend will be paid no later than 17 October 2025.

This interim payment is in line with the Company's announcement made in January 2025 in which it indicated it would approximately halve the dividend levels, with an eye on preserving cash for M&A purposes and M&A related debt service. Also, the declared dividend is in line with the Group's intention to pay approximately one third of the expected total dividend for the year as an Interim Dividend.

Information per share

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 Adjusted Net Income basis. For the latter calculation the Group includes in the denominator the legally outstanding number of shares. This definition not only includes the common shares outstanding, but also (i) unvested portion of the pre-IPO Retained Shares, (ii) unvested shares that have been issued in relation to post-IPO acquisitions, and (iii) unvested Restricted Stock Awards. 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.

Note that the growth in weighted of average number of shares in H1 2025 (4.3% basic, 6.1% fully diluted) was driven by annual LTIP issuance as well as M&A related issuances.

Basis of preparation

The financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States ("U.S. GAAP" or "GAAP").

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.

Management believes that Adjusted EBITDA and Adjusted Net Income are more useful performance indicators than the reported Net Income. The following elements distinguish our Adjusted Net Income from our Reported Net Income:

(1) Share-based accounting charge: As mentioned in previous reports, shares issued to employee shareholders at the time of the IPO are subject to a vesting schedule; In addition, their employment agreements contain certain provisions which enable cash derived from the sale of shares at the time of the IPO to be clawed back and forfeited on certain events of termination of employment. These items create a non-cash share-based accounting charge in accordance with guidance under U.S. 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 the pre-admission employee shares sold in 2021, the H1 2025 non-cash charge is $14.8m (H1 2024: $15.2m). This non-cash share-based charge has no impact on either tax or Company operations.

(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, the shares issued as part of these transactions were made subject to vesting schedules. To a similar degree, also the cash paid as part of these transactions can be clawed back and forfeited on certain events of termination of employment.

The addition of these provisions to purchase price paid creates a post-combination compensation charge in accordance with accounting guidance under U.S. GAAP, Accounting Standards Codification, ASC 805-10-55-25, "Business Combinations - Contingent Payments". The H1 2025 charge was $8.8m (H1 2024: $5.1m). Again, this is a non-cash charge and has no impact on either tax or Company operations.

(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 H1 2025, PPHC issued 0.3m (H1 2024: 0.4m million) stock options at a premium exercise price (market price at time of grant plus 20%), exercisable at the 3rd anniversary of the grant. Also, the Group issued 2.5m restricted stock units (H1 2024: 2.9m), 1.0m restricted stock awards (H1 2024: 0.7m). Similar to 2024, no restricted stock appreciation awards were awarded in H1 2025 as these instruments are getting phased out. The charges relating to these issuances, $2.7m in H1 2025 (H1 2024: $1.4m), as reflected in our P&L were computed using the Black Scholes method.

(4) Amortization of intangibles: The non-cash amortization charge of $3.0m (H1 2024: $2.1m) relates to the amortization of customer relationships, developed technology, and noncompete agreements per ASC 805.

(5) Bargain purchase: As laid out in point 2, because a significant part of the purchase price of our acquisitions is tied to continued employment, this part has been accounted for as post-combination compensation in the Group's Consolidated Statements of Operations. As a consequence, for certain acquisitions, the remaining book purchase price is lower than the tax purchase price. The reason for the bargain purchase gain is tied directly to the tax purchase price significantly exceeding the book purchase price and is not a reflection of a true bargain purchase of the actual intangible and tangible assets of these acquisitions. The income recorded relating to the bargain purchase was zero in H1 2025 (H1 2024: $2.5m).

(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 $2.7m in H1 2025 (H1 2024: $2.3m).

(7) M&A expenses: since 2025H1, the Group excludes M&A expenses from the Adjusted EBITDA. M&A expenses have a one-off character because expenses are incurred around the time the Group executes an acquisition. Expenses typically exists of M&A advisory fees, debt origination costs, and transaction related taxes. The M&A expenses in H1 2025 amounted to $0.3m, a significant decline from $1.6m in H1 2024. The high costs in H1 2024 directly related to the acquisition of Pagefield, which was the Group's first acquisition outside the U.S.

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 EPS based on Adjusted Profit, as a denominator, the Group uses the weighted average number of Legally Issued shares during the period. This comprises all the Common Outstanding shares, as well as those shares that were yet unvested but entitled the owner to dividends and voting rights. Consequently, the weighted average number of legally issued shares in H1 2025 was 121.4m (H1 2024: 116.4m and on a fully diluted basis (taking into account any issued stock instrument, regardless of exercise price), this number was 129.2m (H1 2024: 121.7m).

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Stockholders' Equity (Cont).

Condensed Consolidated Statements of Stockholders' Equity (Cont.)

Consolidated Statements of Cash Flows

Consolidated Statements of Cash Flows (Cont.)

NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Public Policy Holding Company, Inc. ("PPHC-Inc.") was incorporated on February 4, 2021. From PPHC-Inc.'s incorporation until 10 December 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 1 July 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").

The Company provides consulting services in the areas of Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services, primarily in the US. With the acquisition of Pagefield Communications Limited ("Pagefield") and TrailRunner International ("TrailRunner"), the Company has expanded its capabilities to the United Kingdom and parts of Asia. As of 30 June 2025, the Company conducts its business through 11 individual member companies.

The unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. These condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments and accruals) necessary for a fair statement of the results for the periods presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The year-end condensed consolidated balance sheet data was derived from our audited consolidated financial statements but does not include all disclosures required by GAAP. Operating results for the six months ended 30 June 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending 31 December 2025. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC's rules and regulations for interim reporting. Our financial position, results of operations and cash flows are presented in U.S. Dollars.

Use of Estimates

As of 30 June 2025, the effects of global macroeconomic and geopolitical uncertainty on the Company's business, results of operations and financial condition continue to evolve. As a result, many of the Company's estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company's estimates may change materially in the future.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited consolidated financial statements for the year ended 31 December 2024.

NOTE 2. CORRECTION OF ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

During 2025, the Company determined that previously filed interim and annual financial statements had an immaterial error in its earnings per share calculation resulting from the inclusion of certain unvested Pre-United Kingdom IPO shares in the basic earnings per share calculation and the Company was also not appropriately applying the two-class method to calculate Basic and Diluted earnings per share in accordance with ASC 260, Earnings Per Share. As a result, earnings per share calculations have been revised for the year ended 31 December 2024 and the unaudited interim results for the six months ended 30 June 2024. The application of the two-class method results in an adjustment to the numerator (net loss attributable to common stockholders) for dividends paid to unvested participating stockholders.

The Company assessed the materiality of this revision and concluded that this error correction in its Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Stockholders' Equity and Note 1 - Organization and Significant Accounting Policies (Basic and diluted earnings (loss) per share) is not material to any previously presented financial statements based upon overall considerations of both quantitative and qualitative factors. In concluding this error was immaterial, the Company considered factors such as the capital structure of the Company, the impact to key performance metrics presented to external investors, executive remuneration and the pervasiveness of the error within the financial statements, amongst others. These immaterial corrections had no impact on the Consolidated Balance Sheet or Consolidated Statements of Cash Flows and did not result in a change in operating losses or net loss in the Statement of Operations.

The impact of these corrections for the year ended 31 December 2024 is as follows:

The impact of these corrections for the adjustment above and the adjustments referred to below for the six months ended 30 June 2024 is as follows:

The assessment also resulted in the revision of the number of outstanding shares presented in the Consolidated Statements of Stockholders' Equity. The previously reported share count in the Consolidated Statements of Stockholders' Equity included legally outstanding shares that were both fully vested and subject to vesting conditions. The Company has revised this share count to present all legally issued shares regardless of vesting conditions.

The impact of these revisions for the six months ended 30 June 2024 is as follows: