Roeland Jozef Smits
Analyst · CG
Thank you, Stewart. I'm going to focus on four areas: on overall growth and profitability, on our results by segments, and on our cash generation. But today I'm going to start with our guidance. We are very pleased to update our financial guidance for the full year 2026, following the several M&A transactions that we've announced. And then I'm really referring to WPI on April 1, Tancredi on July 1, and as of last week, the acquisition of The Advocacy Partners in Florida as of August 1. Based on our ongoing expectation that we will deliver approximately 5% organic growth in combination with the aforementioned acquisitions, we're now anticipating reported revenue to come out in the range of $213 million to $216 million and adjusted EBITDA in the range of $48.5 million to $50.5 million, with a margin between 22.5% and 23.5%. Compared to our previous guidance, this represents approximately an additional $8 million in revenue, $2.5 million in adjusted EBITDA, and a margin range that is 50 basis points higher than our previous guidance. And what has not changed is that we continue to expect strong free cash flow conversion in the balance of the year, consistent with our normal second-half weighting. First, to set things up, a quick overview emphasizing that we're really pleased with how the year has been progressing so far. We've grown revenues by 16.3%, including a healthy dose of organic growth. Alongside, our profit has gone up, and we've controlled our margin in a way that we're able to reiterate and strengthen the guidance that I just gave you. So let's look at the financial highlights. Here's a chart that captures our primary KPIs, both for the 3 months and the 6 months. Revenue in the second quarter was $52 million, up 7% year-over-year, of which 3.9% was organic, and the balance came from acquisitions, primarily WPI in London that was acquired in Q2. We were pleased with the organic growth of 3.9%, especially because this was up against a very strong comparable of 10% organic growth in last year's Q2. So for the first half, revenue was $102 million, up 16% with organic growth of 4.4%, consistent with the approximately 5% average organic growth that underpins our outlook. Then, when we go to adjusted EBITDA, after 6 months, it was at $23.4 million at a 22.9% margin, which is, indeed, at the top end of the range of 22% to 23% that we previously communicated for the full year. When comparing ourselves to last year for the 6 months, we were up 9%, and for the 3 months we were down 4.4%. I want to be really very explicit about the three factors that drive the relatively modest level of Q2 year-on-year adjusted EBITDA growth -- or decline, rather. First, there is this already aforementioned relatively strong comparable from Q2 2025, when we delivered a 10% organic growth at a 26% margin. That's what we were battling against this quarter. Second, we saw the predicted increase of our corporate costs come through as a direct result of U.S. public company costs that we are incurring due to our Nasdaq listing, and also the continued build-out of our central platform and all the associated advisory costs. Finally, as a third factor, there's also the relative change in business mix between our three segments, although I would say that the impact thereof is relatively light this year. You will see in a later chart that I'll bring up that the underlying operating business actually remained very resilient with the blended margin of the three operating segments broadly stable. So that means that the reduction in our adjusted EBITDA margin really reflected the higher holding company costs rather than changes in our operating companies. And such was also anticipated in our March guidance. Now let's move to adjusted net income. For the first 6 months, adjusted net income was $17.9 million, up 15%. That was a good result. It was positively impacted by a reduction in our interest charges because our cash and debt positions have both improved due to debt repayments and, of course, having the IPO money on our balance sheet. Now this was partially outweighed, not visible here, by one-off M&A expenses being heavier this year to the tune of an $800,000 year-on-year increase. The final explaining factor for adjusted net income is the tax rate. For the 6 months, the effective tax rate was approximately even to last year. However, on a quarter-by-quarter basis, there was a significant swing. Now, as I explained last quarter, the phasing of a tax provision across the quarters is heavily impacted by our GAAP results and the forecast thereof. And therefore, the quarterly rates are typically not really indicative of where we will land for the full year. Now let's go to EPS. A GAAP loss per share for the 6 months improved from a year ago to a negative $0.68 per share. Adjusted fully diluted EPS, which is the measure most of us will look at, was $0.34 per share for the quarter and $0.59 per share for the first half, which is down $0.015 versus the prior year. That's a modest result on EPS, but it really is actually a very good result if one realizes that the good result in the numerator, i.e., the movement in adjusted net income, was getting offset by an increase in the denominator, i.e., in the share count. Reminder, our weighted average share count increased by 70% year-over-year, principally as a result of the Nasdaq IPO in January. That dilution provided us the capital that reduced our net debt almost to a net cash position, and it is also funding the acquisition agenda that Thomas will describe. Then there's dividends. As a reminder, in Q2, we paid our customary final dividends of $0.24 per share this year, which equaled to approximately a $7 million cash outflow. Then adjusted free cash flow for the first half was $4.1 million compared to $11.7 million in the first half of last year. This is a step down that clearly is not aligned with the growth we're posting elsewhere in our P&L. So let me be very precise about what's driving it and why we're not so concerned about the trajectory as a company with a historically very high adjusted free cash flow conversion. So the two factors. The first, there's the lower cash flow in H1, which is an expected outcome of the fact that our free cash flow generation is structurally weighted towards the second half, given that in the first half we paid annual bonuses to our staff. Secondly, we had in this first half relatively high investment in working capital in 2026, primarily in accounts receivable. We already mentioned this factor in Q1, and I will admit it has taken us longer to regain ground on it. But right now we see the impact of various actions that we put under way, and we expect that working capital investment will lessen as the year progresses further. Taken all together, we're confident that adjusted free cash flow will accelerate in the second half and will convert in line with our normal pattern. And that brings me to the balance sheet. We ended the quarter with $36.9 million of cash against a total debt of $42 million. This results in a net debt position of $5.2 million, which you can compare against the $42.2 million at this point last year. And this is after the $7 million dividend payment in May and after the cash consideration for the acquisition of WPI. But obviously, it does not yet reflect the closing payments we made early Q3 for the acquisitions of Tancredi and The Advocacy Partners, which totaled $28 million. Overall, we remain in a position of real balance sheet strength with ample flexibility for continued earnings-accretive M&A. Now let's look at the segments, starting with organic growth -- organic revenue growth. In this chart at the top, you see the organic growth for the past 4 years, and at the bottom, you see a quarterly breakout for the past 2 years. So going from left to right, one can see that government relations here depicted in dark blue and always remaining our anchor activity, 58% of our total business, it accelerated its growth. 6% organic growth for the half year, with 5% organic growth in the first quarter being followed by 7.4% in the second quarter. Now, then corporate communication and public affairs have shown relatively muted growth this first half year, minus 1%, with the quarter so far being plus 3% in Q1 and minus 3% in Q2. However, it's important to also look back and see the strong comparable of last year, especially in this last segment, i.e., in corporate communications and public affairs. As you can see here, last year we recorded 22% organic growth in Q2 due to an exceptional flow of post-election project work. That puts this year's muted growth in a different spotlight. And finally, compliance and insights services, which represent 7% of our business, keeps growing at double digits this year in the low to mid-teens. Now, we go to margin performance, and we are introducing this new chart as it does a very clear job of showing the reason of our year-on-year margin decline, in this case depicted for Q2. One can see that the segments keep scoring margins at approximately the same levels as last year, leading to a blended segment margin before bonus of 39.5%, only half a point down from last year. But below that blended segment margin, one can see the impact that the holdco costs have on the margin. The holdco costs went from 6% of revenue last year to 8.2% of revenue this year. As previously mentioned, that was primarily as a result of the IPO costs and the associated investments we had to make in staff, tech stack, and advisors. And finally, the bonus pool remained actually steady at 7.8%. And together, these factors lead us to the adjusted EBITDA margin we're presenting today. We believe this picture shows very clearly that the margin erosion that we currently experience is not so much a function of our business results, but merely of our holdco investments. So as I did last quarter, I'm going to skip the charts covering the full management P&L, cash flow, and net debt position, but they're in this deck and the appendix for your later reference. After having reviewed these financials, I would like to make one more observation that reinforces the point that Stewart made earlier on the GAAP results. In this chart, one sees our GAAP results for a number of periods. Then at the bottom, we also show what the GAAP results would have looked like had it not been for the share-based accounting charge. As we have explained in each of our filings since 2021, this share-based accounting charge is a remnant of our 2021 London listing and has no cash impact or share dilutive impact. Stewart noted this amortization charge will fully roll off at the end of this fiscal year. As of 2027, that single expiring item will greatly affect our GAAP profitability. And in many periods, we're going to likely present positive GAAP profits. As of that time, the primary remaining non-cash item sitting in between our management results and our GAAP results are going to be our non-cash M&A-related charges, which all relate to the specific fact that in our M&A model, the way we structure our deals, we make significant portions of the purchase price subject to vesting and continuing deployment. That in itself results in P&L charges, and they're here to stay, and they'll continue to suppress the GAAP results. However, with the disappearance of the share-based accounting charge, we believe the GAAP results will look a whole lot better. And with that, I'm going to hand it over to Thomas. Thomas?