Roeland Jozef Smits
Analyst · Canaccord
Well, thank you, Stewart. My name is Roel Smits, and let me start with the key highlights for the year, and then I'll also take you through the numbers in a bit more detail. As Stewart already indicated, we're really pleased with the way that 2025 turned out financially. For the full year '25, revenue increased 25% to $187 million. And of that 25%, organic growth contributed 6%, which was a really strong result. Adjusted EBITDA was a record $45 million, up 18% year-over-year at a margin of 24.3%. Then adjusted net income increased 32% to $37 million. And this adjusted net income number provides the foundation for our adjusted EPS calculation and our dividend decisions. So then to the left bottom corner of the chart, we had a very strong free cash flow year, delivered $37 million of free cash flow. And then moving to the EPS results, while our GAAP EPS was still negative, and I'll talk about that on the next chart, our adjusted fully diluted EPS was $1.39, up 25% versus the prior year. And finally, we proposed a final dividend of $0.24 per share, which brings the total dividend for the book year 2025 to $0.355 per share, and that reflects a payout ratio of approximately 30%. Then on the balance sheet, we are going to close off this chart, we ended the year with a net debt of $27 million. And as we noted in the earnings release, following the completion of our U.S. IPO and Nasdaq dual-listing in January '26, debt has by now reverted into a net cash position. Okay. Now let's take a step back. What I think this new chart shows is clearly that we continue to combine strong top line growth with a consistently good level of profitability. As we already mentioned, the revenue in 2025 was up 25%, of which 6% was organic and that extended really a 12-year long record of always reporting positive organic growth and then especially in the recent years, supplemented by contributions from M&A. Below, you see the profit trend. And in that trend, you see that the adjusted EBITDA increased to $45 million, up from the $39 million last year. Margin coming in at 24%. This margin is slightly below the 26% that we reported in '24, but still very close to the level of 25% that we've historically targeted. Primary items explaining the difference between the adjusted EBITDA and the adjusted free cash flow are 3 things. It's interest, it's taxes and a little bit of working capital investments. CapEx, on the other hand, is effectively 0 in our business. So therefore, the conversion from EBITDA to free cash flow has traditionally been really strong, and we've seen, on average, a level of 63% in the prior years. But in 2025, it was as high as 82%. That strong result was really driven by very attentive working capital management, lower tax payments and the timing of our accretive acquisitions. Now let's look at the organic growth by segment because I think organic growth is one of the encouraging parts of our 2025 story and, of course, a key way how we add value. Now on the left, first in red, and you find our overall organic growth picture. And then to the right, you can see how this is broken down into 3 segments that we're active in. First, in Government Relations, which by the way, is our largest segment, representing 58% of our business. Organic growth in 2025 was 4% for the year. And that is a very steady performance in this anchor segment and really in line with prior years, as you can see there. Then in Corporate Communications & Public Affairs, that segment has been growing to 35% while organic growth was 9%, really good outcome. And it also reflected a significant rebound and a much stronger performance after a somewhat softer 2024, which was directly tied to the typical cycle that we see around the U.S. Presidential election. And then finally, in Compliance and Insights Services, net organic growth was 22%, truly spectacular performance again. And that segment represents 7% of our portfolio. It continues really its multiyear double-digit growth streak and this business has really attractive recurring characteristics, continuing to exceed our expectations. So when we put that all together, what you see is that all 3 segments delivered organic growth in 2025, and that's what underpins the group's overall organic growth rate of 6% per year. Now let me go on this side to segment's profitability in a bit more detail. So we already looked at Government Relations and that it generated $108 million of revenue in 2025, up 6% from the '24 results. The segment profit levels depicted in this table are at a level that is pre-bonus and pre-corporate overhead. So when talking about Government Relations, you see that the margin remained very stable at approximately 45%. That's a very strong and stable segment for us, high margins, high client retention. Then in Corporate Communications & Public Affairs, revenues increased to $65 million, which really represents a very strong growth of 79%. Now obviously, a large part of that is M&A and most prominently the addition of TrailRunner. The margin of this segment increased significantly in 2025, going from 21% to 29% and that was really helped by a recovery in the volume that we saw already in the organic growth measure. And then Compliance and Insight Services, truly spectacular performance again. Not only did it grow its top line by 22%, but it also increased its margin from 48% to 55%, helped by this technology that's supporting this line of business. So tying this segment performance now to the adjusted EBITDA that we looked at before. Well, at the bottom of the table, we report 2 remaining expense items. Both these cost items increased in size in '25. First, we restored our bonus pool to regular levels as a percentage of profit after we had a similar bonus pool in 2024. And then secondly, we increased our corporate cost by 13%, which really reflects the investments we've made in our platform and also wanted to be ready to be a U.S. Pubco in 2026. So at the group level, when you take the segment profit and deduct the bonus and corporate costs, we arrived at $45.4 million of adjusted EBITDA that I mentioned earlier. So now let's turn to cash flow because how does all this EBITDA convert to cash? Well, that's an area where we are particularly pleased with outcome. Adjusted free cash flow increased to $37 million in 2025, up from $22 million in 2024. Primary items explaining the difference between the adjusted EBITDA and the adjusted free cash flow are 3 things. It's interest, it's taxes and a little bit of working capital investments. CapEx, on the other hand, is effectively 0 in our business. So therefore, the conversion from EBITDA to free cash flow has traditionally been really strong, and we've seen, on average, a level of 63% in the prior years. But in 2025, it was as high as 82%. That strong result was really driven by very attentive working capital management, lower tax payments and the timing of our accretive acquisitions. So as we also noted in the release, the cash generation by PPHC is typically weighted towards the second half of the year. because annual bonuses are paid in the first half. Now the 2025 cash flow result is strong and also consistent with the profile that we've seen in prior years. Now with all this cash generated, now let's look at the impact on our balance sheet. On December 31, 2025, our total debt was $47 million, whilst at the same time, cash and cash equivalents were $20 million. So that resulted in a net debt position of $27 million. If you compare that against our EBITDA, well, that's just a bit more than 0.5 turns EBITDA. So we're not really any leverage by any standards. Not reflected here because not part of our 2025 results, but also still good to point out is that we raised approximately $46 million in gross proceeds during our IPO early in '26. And therefore, this net debt position that I just talked about, has now turned into a net cash position. Then on dividends, as I mentioned earlier, we proposed a final dividend of $0.24 per share, together with the interim dividend that we already paid in the fall of 2025 of $0.115. That brings the total dividend for 2025 to $0.355 per share. So in dollar terms, absolute terms, the dividends paid in 2025 will be $9.7 million, down from the $11.4 million that we paid in 2024, and that really reflects the dividend policy change that we announced early in 2025. So I think a combination of good cash flow generation, moderate leverage and the capital raise completed in January gives us a very solid financial base to support our next phase of growth. Now I want to go into a little bit more detail going to this P&L. This chart that you see now depicts our more granular view on our P&L. The top side of the table reflects many numbers that I've already quoted, and that's how we, as management, look at our business, which, as you have seen, it's a very profitable business and allowing us to build a track record of dividend payments. But then I do want to also take a moment to reflect on our GAAP results, particularly for investors reviewing PPHC for the first time. At the very bottom of this chart, you'll find a bridge connecting our management P&L to the GAAP reported loss. So yes, on a GAAP basis, we do report a net loss and that's entirely driven by noncash charges. The most important and chief amongst them all is this share-based compensation charge of approximately $30 million. That stems from equity awards at the time of our 2021 London IPO. And this will continue to be part of our P&L until 2026. After 2026, this will have fully amortized and will no longer be part of P&L. The second most important item in these noncash charges are post-combination compensation charges, which are a real direct result from how we structure our M&A deals because we made significant proportion of the purchase price payments subject to continued employment of the recipients, we had to take those purchase price payments through the P&L. Hence, we don't account for them in our balance sheet, but we take them through our P&L in this post-combination compensation line. Now besides those 2 large components, we also account for the changes in fair value of contingent consideration. There's long-term incentive plan charges, amortization of acquired intangibles. And in 2025, we took an impairment charge on one of our prior acquisitions. So that led to a GAAP loss. Now the most important thing I can tell you about this charge is the following. The $30 million of the annual share-based compensation from our AIM listing that will have fully invested by the end of fiscal year 2026. And when that rolls off, it removes $30 million of expense out of our P&L. We, therefore, expect to start reporting GAAP profits beginning as of the fiscal year 2027. Now let me finish the financial review with the overall cash flow picture. So adjusted free cash flow, as I mentioned, was $37 million. Against that, we deployed $30 million -- $34 million on cash payments for acquisitions during the year, which was up from last year. That includes both upfront payments as well as earn-out payments. Then on the financing side, we drew additional debt early on in 2025 to support our acquisitions. And then on the equity side, you'll see we paid dividends during the year, albeit at a structurally lower level than what we used to do at 2024. So altogether, our net cash position for the year increased by $ 5 million. So overall, the business continues to generate strong cash flow, whilst we are funding dividends, doing acquisitions and servicing our debt. Okay. Now before I move to the outlook, let me spend a couple of minutes on our historical M&A because I think that remains a very important differentiator in how we've built PPHC. And then Thomas will talk more about future M&A. So let's look at this chart that depicts our track record since the London IPO in 2021. This slide shows 6 major acquisitions that we've done in the period '22 through '25. I would say we have been disciplined, adding approximately 1 to 2 companies each year, very much in line with our growth strategy of geographic and functional strengthening that Thomas will talk about further. Overall, we typically see that companies that join us enjoy an increase in the revenue growth in year 1 and 2, really benefiting from the network effect being part of PPHC. And also, we do see an improvement in their margins stemming from 3 sources already from the earlier mentioned benefit to the top line from your network effect; second, from stronger financial planning capability; and third, from some savings in the back office costs because we will, as a holding company, take over some of the back opportunities. Now let me take a moment to explain how we structure our acquisitions because we're doing this in a very intentional way, having learned from what is really decades of experience between the 3 of us. There are similarities to how the large holding companies have traditionally structured their transactions, but also some really clear differences. Typically, as is typical for professional services, we do use an earn-out structure, an upfront payment today in combination with 1 or 2 earn-out payments stable after a period of time. And in our structures, that's typically a 5-year earn-out deal. Now the way we structure our earn-outs is that earn-out payments will only materialize if the company grows its profit after the point of acquisition. Therefore, if the company were to remain flat after acquisition, well, then no earn-out payment will be due. Now -- but here's where we're really different. First, we do not only pay in cash, but we pay in a mix of cash and shares, all as a mix. Second, we do want the sellers on the cap table to share some of those earn-out payments with next-generation management. And that's a very important element to us because at the time those payments are being made, then that next-generation management will also become a significant shareholder in PPHC. As a third difference, we make each payment that's made as part of the earn-out conditional upon continued employment. Now yes, that creates significant accounting complexity but we're really happy to take that because we believe it's really the right thing to do from a commercial point of view. So when you add it all up, a typical transaction has a length of 7 to 9 years, which is really a 5-year earn-out structure plus on top of that, a 4-year vesting tail on the final payment. Now that long deal duration is not for everybody. And some sellers may opt to go for a quick buck, for example, by accepting PE offer. But there are certain entrepreneurs for whom this type of deal structure works really well because they're able to crystallize value from the company whilst continuing to grow it as part of a bigger platform. And across our acquired businesses, typically, we've seen, on average, a 30% uptick in our EBITDA post-acquisition as a result. Now one question we often get is, well, with all these acquisitions and earn-outs, what's your total expected earn-out obligation. Well, that's a good question. Obviously, it's reflected in our balance sheet but we also always present the table that you see here at the right bottom. At year-end, based on latest forecasts of the companies under earn-out. We anticipate making approximately $78 million in future earn-out payments. And of that $45 million is in cash and the remainder in stock. Now please also note that the stock portion will be priced at the share price at the time of payment. Now this table, we report every quarter as part of the earnings release. Good. Looking ahead, the way we think about our business remains consistent with what we have reported in our life as a public company in London since 2021. So in general, we expect to continue growing revenue at an average organic rate of approximately 5%. And then that growth number will be supplemented by acquisitions. On the profit side, we generally anticipate our adjusted EBITDA margin to come in around 25%. Although in 2026, we do -- we will experience the impact of U.S. public company costs and certain technology investments we've made. So our focus remains on client retention, new business generation, continued cross-selling across the group's member companies. And with the recent capital raise on Nasdaq uplisting now completed, we believe that we enter this next phase of growth from a position of strength with the balance sheet flexibility for earnings accretive acquisitions and strong cash flow to continue investing in the business. So now that you've seen the financial profile, I'd like to hand it over to Thomas Gensemer, our Chief Strategy Officer, to walk you through how this platform generates its results and where we see growth from here. Thomas?