FiscalNote Holdings, Inc. (NYSE: NOTE) (“FiscalNote” or the “Company”), a leading AI-driven technology provider of policy and global intelligence, today announced financial results for the thi...
Delivers 17% Revenue Growth Year-over-Year Amidst Ongoing Enterprise Demand For FiscalNote’s Trusted, AI-enabled Global Regulatory, Policy, and Market Intelligence
Announces FiscalNote AI Co-Pilot Program to Extend its Leadership in AI for the Legal and Policy Sector and Enable Incremental Go-To-Market Channels
Board of Directors Appoints Special Committee to Evaluate Potential Transactions, Including with FiscalNote’s CEO and Co-Founder
WASHINGTON: FiscalNote Holdings, Inc. (NYSE: NOTE) (“FiscalNote” or the “Company”), a leading AI-driven technology provider of policy and global intelligence, today announced financial results for the third quarter ended September 30, 2023. These results mark the Company’s first quarter of Adjusted EBITDA profitability, one quarter earlier than initially forecast. The results also reflect another quarter of solid year-over-year recurring revenue growth and high gross margins driven by ongoing demand for FiscalNote’s trusted, AI-enabled global policy and market intelligence and the Company’s efficient SaaS delivery model.
Third Quarter 2023 Financial Highlights
Third Quarter 2023 Operational Metrics
FiscalNote also announced it will develop FiscalNote AI Co-pilot, a new AI solution specifically geared for policy and risk management professionals to facilitate the day-to-day work of creating legislation, advocacy outreach, constituent communications, regulatory responses, and global risk analysis. FiscalNote Co-pilot combines the power of large language models, FiscalNote’s trusted industry leading policy and geopolitical data, and customers’ data, all in a seamless workflow to provide intelligent assistance for the world’s most important decision makers.
Separately, the Company announced its Board of Directors (the “Board”) has established a Special Committee in response to statements made by the Company’s CEO and Co-founder, Tim Hwang, regarding his interest in putting together a consortium to explore a potential go-private transaction. Mr. Hwang has not provided any specific proposal, and there can be no assurance that one will be made. The Special Committee will evaluate, together with its advisors, any proposal it receives from Mr. Hwang regarding such a transaction, as well as any other transaction proposals submitted to the Company. The Special Committee, composed of Michael Callahan, Manoj Jain, Stanley McChrystal and Anna Sedgley, has the full power and authority of the Board to take any and all actions on behalf of the Board as it deems necessary to evaluate and negotiate a potential go-private transaction and alternatives to any transaction proposed by Mr. Hwang. There can be no assurance that the foregoing will result in any transaction or any other strategic change or outcome, or as to the timing of any of the foregoing. The Company does not expect to comment further on this unless and until the Special Committee has reviewed and recommended and the Board has approved a specific transaction or until the Company determines that further disclosure is appropriate or required by law.
The Special Committee has retained Skadden, Arps, Slate, Meagher & Flom LLP as its legal advisor and intends to retain a financial advisor to assist with this review process.
Q3 and Recent Business Highlights
In the third quarter and in recent weeks, FiscalNote has achieved notable operational and business milestones which reflect its ongoing leadership in global policy, risk mitigation, and market intelligence including:
FiscalNote delivered on its expectation for Adjusted EBITDA profitability in the third quarter of 2023, one quarter earlier than previous guidance, and expects ongoing Adjusted EBITDA growth in the fourth quarter as the Company continues to deliver year-over-year revenue growth, maintain strong adjusted gross profit margins in the 80% range, and realize the benefits of its cost management actions.(6)
Guidance for the fourth quarter of 2023 is as follows:
Guidance for full year 2023 is as follows:
FiscalNote expects to increase its cash position in Q1 of 2024 through continued compounding increases to prepaid ARR and seasonally strong collections.
Net revenue retention rates and new logo acquisition remain strong among the Company’s corporate large enterprise customer base(1)(4). Despite this ongoing momentum, the Company’s guidance for Q4 and FY 2023 revenue and run-rate revenue are lower than previously provided primarily due to lower non-subscription revenue and slower than expected pipeline conversion as the Company shifts resources to larger enterprise accounts amidst a more challenging macro.
“Our primary objective for this year was to reach Adjusted EBITDA profitability and we are delighted to reach this inflection point in the third quarter, one quarter earlier than initially forecast. This is a testament to the durability of our revenue streams and the hard work of our teams. We are delivering on our commitment to build an enduring, profitable, sustainable compounding growth company for the world’s most important decision makers,” said Tim Hwang, Chairman, CEO, and Co-founder of FiscalNote. “As we exit 2023 we are well positioned. We have durable recurring revenue streams from a growing base of 5,000 customers, 80% adjusted gross margins and a proven leadership position in AI for the legal and policy sector. In recent quarters, we have aligned our cost structure to drive ongoing Adjusted EBITDA profitability and positioned our sales teams to extend our successes in large enterprise accounts. With this foundation in place, now is the time for us to shift our focus to driving new growth opportunities and developing new channels to extend the value of our AI leadership to a broad base of customers and partners. Our AI co-pilot program will build on the AI innovations and partnerships we established this year and provide incremental opportunities for new revenue streams, channels, and go to market strategies. We are excited about the opportunities ahead as we build on our adjusted EBITDA profitability and re-accelerate growth.”
Additional information regarding the non-GAAP financial measures discussed in this release, including an explanation of these measures and how each is calculated, is included below under the heading “Non-GAAP Financial Measures.” A reconciliation of GAAP to non-GAAP financial measures has also been provided in the financial tables included below. Information regarding our key performance indicators is included below under “Key Performance Indicators.”
Quarterly Conference Call
FiscalNote will host a conference call today, Tuesday, November 14, 2023, at 9:00 a.m. Eastern Time (U.S.) to review the Company's financial results for the third quarter ended September 30, 2023 and its outlook. To access this call, dial 1 (888) 660-6510 for the U.S. or Canada, or 1 (929) 203-0882 for callers outside the U.S. or Canada with the conference ID 1271923. A live webcast of the conference call will be accessible from the Investor Relations section of FiscalNote's website at https://investors.fiscalnote.com/, and a recording will be archived and accessible at https://investors.fiscalnote.com/. An audio replay of this conference call will also be available through December 9, 2023, by dialing 1-800-770-2030 for the U.S. or Canada, or 1-647-362-9199 for callers outside the U.S. or Canada, and entering 1271923.
* In connection with its public listing, FiscalNote entered into a 5-year senior secured term loan of up to $250 million, including $150 million of committed financing at closing with an additional uncommitted accordion facility for $100 million, subject to certain conditions.
(1) “Run-Rate Revenue,” “Annual Recurring Revenue” or “ARR”, and “Net Revenue Retention” or “NRR” are key performance indicators (KPIs). Please see "Key Performance Indicators" in this earnings release for the definitions and important disclosures regarding these measures.
(2) Non-GAAP measure. Please see "Non-GAAP Financial Measures" in this earnings release for definitions and important disclosures regarding these financial measures, including reconciliations to the most directly comparable GAAP measure.
(3) Organic run-rate revenue and organic ARR for Q3 2023 include businesses acquired as of December 31, 2022, plus Aicel Technologies (for which a definitive acquisition agreement was signed as of December 31, 2021, with closing conditioned upon FiscalNote’s public listing).
(4) Reference to ARR growth trends and NRR from enterprise customers or other customer types represents the majority of the Company’s ARR but excludes approximately $8M of ARR from acquired entities that are not yet integrated into this reporting system.
(5) Total run-rate revenue includes completed acquisitions but does not include any future acquisitions under consideration.
(6) Because of the variability of items impacting net income and unpredictability of future events, management is unable to reconcile without unreasonable effort the Company's forecasted adjusted EBITDA to a comparable GAAP measure.
FiscalNote (NYSE: NOTE) is a leader in policy and global intelligence. By uniquely combining data, technology, and insights, FiscalNote empowers customers to manage political and business risk. Since 2013, FiscalNote has pioneered technology that delivers critical insights and the tools to turn them into action. Home to CQ, FrontierView, Oxford Analytica, VoterVoice, and many other industry-leading brands, FiscalNote serves approximately 5,000 customers worldwide with global offices in North America, Europe, Asia, and Australia. To learn more about FiscalNote and its family of brands, visit FiscalNote.com and follow @FiscalNote.
Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements generally relate to future events or FiscalNote’s future financial or operating performance. For example, statements regarding FiscalNote’s financial outlook for future periods, expectations regarding profitability, capital resources and anticipated growth in the industry in which FiscalNote operates are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
Factors that may impact such forward-looking statements include FiscalNote’s ability to effectively manage its growth; changes in FiscalNote’s strategy, future operations, financial position, estimated revenue and losses, forecasts, projected costs, prospects and plans; the terms of any proposal FiscalNote may receive for a go-private transaction; the impact of the announcement of the formation of the Special Committee and review of a potential go-private transaction on FiscalNote’s business and its ability to implement any potential go-private transaction; FiscalNote’s future capital requirements; demand for FiscalNote’s services and the drivers of that demand; FiscalNote’s ability to provide highly useful, reliable, secure and innovative products and services to its customers; FiscalNote’s ability to attract new customers, retain existing customers, expand its products and service offerings with existing customers, expand into geographic markets or identify areas of higher growth; FiscalNote’s ability to successfully identify acquisition opportunities, make acquisitions on terms that are commercially satisfactory, successfully integrate potential acquired businesses and services, and subsequently grow acquired businesses; risks associated with international operations, including compliance complexity and costs, increased exposure to fluctuations in currency exchange rates, political, social and economic instability, and supply chain disruptions; FiscalNote’s ability to develop, enhance, and integrate its existing platforms, products, and services; FiscalNote’s estimated total addressable market and other industry and performance projections; FiscalNote's reliance on third-party systems and data, its ability to integrate such systems and data with its solutions and its potential inability to continue to support integration; potential technical disruptions, cyberattacks, security, privacy or data breaches or other technical or security incidents that affect FiscalNote’s networks or systems or those of its service providers; FiscalNote’s ability to obtain and maintain accurate, comprehensive, or reliable data to support its products and services; FiscalNote’s ability to introduce new features, integrations, capabilities, and enhancements to its products and services; FiscalNote’s ability to maintain and improve its methods and technologies, and anticipate new methods or technologies, for data collection, organization, and analysis to support its products and services; competition and competitive pressures in the markets in which FiscalNote operates, including larger well-funded companies shifting their existing business models to become more competitive with FiscalNote;FiscalNote’s ability to protect and maintain its brands; FiscalNote’s ability to comply with laws and regulations in connection with selling products and services to U.S. and foreign governments and other highly regulated industries;FiscalNote’s ability to retain or recruit key personnel; FiscalNote’s ability to effectively maintain and grow its research and development team and conduct research and development; FiscalNote’s ability to adapt its products and services for changes in laws and regulations or public perception, or changes in the enforcement of such laws, relating to artificial intelligence, machine learning, data privacy and government contracts; adverse general economic and market conditions reducing spending on our products and services; the outcome of any known and unknown litigation and regulatory proceedings; FiscalNote’s ability to successfully establish and maintain public company-quality internal control over financial reporting; and the ability to adequately protect FiscalNote’s intellectual property rights.
These and other important factors discussed in FiscalNote’s SEC filings, including its most recent reports on Forms 10-K and 10-Q, particularly the "Risk Factors" sections of those reports, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by FiscalNote and its management, are inherently uncertain. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FiscalNote undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
FiscalNote Holdings, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except shares and per share data)
Three Months Ended September 30,
Nine Months Ended September 30,
Advisory, advertising, and other
Operating expenses: (1)
Cost of revenues
Research and development
Sales and marketing
General and administrative
Amortization of intangible assets
Impairment of goodwill
Transaction costs (gains), net
Total operating expenses
Interest expense, net
Change in fair value of financial instruments
Gain on PPP loan upon extinguishment
Loss on debt extinguishment, net
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