FiscalNote Holdings, Inc.

Hi, everybody. Welcome to the fiscal note Q3 2023 earnings call. During this call, we may make certain statements related to our business that are forward-looking statements under federal securities laws. These statements are not guarantees of future performance, but rather are subject to a variety of risks and uncertainties. Our actual results could differ materially from expectations reflected in any forward-looking statements. For a discussion of the material risks and other important factors that could affect our actual results, Please refer to the SEC filings available on the SEC's EDGAR system and on our website, as well as the risks and other important factors discussed in today's earnings release. Additionally, non-GAAP financial measures and other KPIs will be discussed on this conference call. Please refer to the tables in our earnings release and the investor relations portion of our website for a reconciliation of these measures to their most comparable GAAP financial measure. With that, I'd like to turn the call over to Fiscal Notes Chairman, CEO, and co-founder Tim Huang.

Thank you, Sarah. On today's call, we will review our third quarter results, which mark our first quarter of adjusted EBITDA profitability. This is a tremendous milestone for the company. A year ago, we committed to adjusted EBITDA profitability, and that is exactly what we've delivered. In fact, we've delivered this one quarter earlier than we had originally forecast, even amidst a more challenging macroeconomic environment. If you look at where we were when we began this year, we've essentially shifted our adjusted EBITDA from a minus $7 million per quarter loss in Q1 to positive adjusted EBITDA in Q3. This is an annualized improvement of over $30 million in adjusted EBITDA as compared to where the company started this year in Q1. We have been laser focused on this milestone and we are delighted to achieve it ahead of initial expectations. At the same time, we have made significant advancements to accelerate our decades-long leadership in AI. aligned our sales teams on the highest growth customers, and refined our product portfolio. Now, as we end 2023, it is time to build on this foundation and turn our focus towards re-accelerating growth. I'll get into the details of that growth strategy shortly. First, let me remind you of our mission here at Fiscal Notes and the value we bring to more than 5,000 customers every day. At Fiscal Note, we're on a mission to help our customers make sense of the complicated and constantly changing world we live in to delivering a proprietary AI-enabled platform that aggregates and organizes regulatory, political, and macroeconomic information and analyzes the impact on their organization. Changes in policies, regulations, and laws impact the decision-making of almost every organization around the world. Using our proprietary AI capabilities, we aggregate, synthesize, and analyze massive amounts of legislative policy, regulatory, and macroeconomic data and information around the world and provide actionable intelligence to customers in a subscription model. As such, we built an enduring company for the world's most important and influential decision makers, from hundreds of government agencies and public sector customers, from the Department of Defense, the White House, every member of the House and Senate in the US Congress, the Federal Reserve, and public sector organizations in Europe and Asia, to major corporate customers, including more than half the Fortune 100. Beyond large enterprises, Fiscal Oath serves a wide and diverse range of business customers, ranging from healthcare and pharma, financial services, technology, energy, food and beverage, transportation, automotive industries, and beyond. These customers rely on Fiscal Oath every day to discover, process, and navigate the impact of government policymaking on their organization, and more importantly, to take actions which achieve their business objectives and minimize political and economic risk. This forms the basis of our durable and long-term growth. Helping our customers analyze over $6.4 trillion in government spending and tracking the over 500,000 elected officials in the United States along with similar policymakers around the world is an immense digital challenge, one that requires unrivaled information about the need-to-know policies, embedded workflows to manage regulatory risk, and powerful analytics and research to understand mission-critical updates. With every global conflict, every time the United States and China get into a spat over semiconductors, and every other new tariff, sanction, regulation, and geopolitical dispute, fiscalized data and information are more relevant than ever to help companies and organizations navigate through an increasingly challenging complex world. This is a $37 billion market opportunity that companies spend every year trying to obtain this critical information and data. We have become an increasingly critical and ubiquitous Bloomberg terminal of political, legislative, and regulatory information at the local, state, federal, and global levels. the same way that other information companies, such as S&P Global, IHS Markit, FactSet, Morningstar, CoStar, and Avalara have innovated in their respective information fields. FiscalNet continues to deliver mission-critical information that has a direct impact on their customers' operations and created an entirely new category within the data information services space. We've invested tens of millions of dollars in almost 10 years building a defensible combination of data, intelligence, and AI technology to collect, synthesize, and make sense of an exploding pace and volume of dynamic, unstructured regulatory, political, and legal information around the world, and the software workflow tools to help our customers respond. This forms the basis of our market leadership position and is the underpinning of our durable growth strategy. Further, with our AI pedigree and our vast array of validated, trusted data, we are in a unique position and have a clear competitive advantage. We are a compounding growth company with a broad and diverse customer base against the backdrop of increasing global complexity and uncertainty that we believe only fiscal could address with our unique and proprietary products and data sets. Now, let me provide a brief summary of our Q3 results and our ongoing momentum as we reach the inflection point of adjusted EBITDA profitability next quarter and beyond. In Q3, we delivered another strong quarter of growth with revenue of $34 million. This marks an increase of 17% year-over-year and is, yet again, consistent with the guidance we provided. We also enjoyed consistent high gross profit margins. Q3 adjusted gross profit margins were 83% in the quarter. These margins are hallmark of fiscal and stem from our SaaS business model, AI pedigree, and data-rich products, all of which form the basis for strong free cash flow in the future. On the bottom line, our third quarter JustDB thought was positive $700,000, in line with the guidance we provided on the last call. Our cash and short-term investments at the end of the quarter were $24 million. Turning to management KPIs, we delivered run rate revenue of $138 million. Our ARR was 123 million, growth of 14% year-on-year total, and growth of 8% on a pro forma basis. Our net revenue retention increased to 100% driven by ongoing success in our large enterprise customer base, where NRR rates continue to be well above company average. So now, let's turn to the nuts and bolts of the business. First, we'll review the things that are going well. Second, we'll look at the things that we need to improve on. And third, we'll discuss the pathway for the company moving forward to accelerate growth now that we've achieved profitability. First, on the things that are going well. We are now profitable on an adjusted EBITDA basis. For the last year, considerable management time and attention has been placed on this goal. This delivered the tremendous inflection point of delivering positive adjusted EBITDA for the first time in the company's history and one quarter earlier than initially forecast. We enabled strong operating leverage, driving 160% conversion of incremental revenue to adjusted EBITDA this quarter. To achieve this, we took a number of actions, including reducing our G&A for efficiency, reducing our editorial and other expenses, shifting our R&D expenses, and making hard decisions about product spend, and sunsetting underperforming, unprofitable products. We made major changes in our sales team to focus on large enterprises with larger ACVs. This has proven to be the right strategy with impressive outcomes. By shifting our R&D spend to higher value, higher growth products, we have reinforced our competitive moat and secured AI partnerships with market-leading organizations that recognize and accelerate the applicability of our market-leading data, intelligence, and AI. We have brought to market successful new products such as Risk Connector and Physical and GPT, which are both starting to gain traction in the market. By aligning our sales team and reallocating resources to focus on large enterprise accounts with larger ACVs, we have turned large enterprise into our largest, fast-growing customer group with NRR rates well above company average. trending well above 105% on an LTM basis. There is more upside here as we introduce new enterprise products with higher ACVs and continue to upsell and cross-sell. By modifying our go-to-market model and reallocating sales and marketing spend, we are starting to drive growth in the areas of the business with the strongest upside potential. More importantly, by taking cost actions across our organization, we have achieved adjusted EBITDA profitability ahead of the initial plan and positioned the business for very strong conversion of incremental revenue to adjusted EBITDA profits. And ultimately, we have created a durable, profitable company with highly innovative products and a superior market leadership position. We expect the company will continue to see strong conversion of incremental growth into adjusted EBITDA in the long term. Overall, the company has spent the last decade building an operational and technical infrastructure that is poised for rapid growth. With global operations ranging from Washington, D.C. to London to Seoul and Sydney, the company has an extremely talented management team data, technology, and AI organization, as well as the go-to-market infrastructure to continue to grow. The changes we have made have resulted in a leaner, more disciplined organization poised for growth. All of this is a testament to the hard work and dedication of our teams and the unparalleled value we deliver to our 5,000 customers every day. So where do we see areas of improvement for the business then? Candidly, we are watching two data points very closely within the business. First, while we have seen great continued growth in our subscription business, We have seen some challenges in our one-time non-subscription revenue, which is typically very strong in the second half of the year. With a challenging macro and some underperformance in some few non-core products, this one-time non-subscription revenue didn't deliver on pace with our traditional seasonality. Second, we had some slower than expected pipeline conversions as we shift toward larger strategic accounts, which are taking longer than expected to close, also due to the macroeconomic environment. While we have retooled our product strategy to go after larger, bigger accounts, launch new products and features and structure to go to market teams to go after these deals, under the current macroeconomic environment, these deals are receiving more scrutiny in company P&Ls. So what is the company's plan to reignite growth and profitability now that we've achieved the inflection point of adjusted EBITDA profitability? It is now time for us to shift our management time, focus, and attention to allocate our time, resources, and capital to reaccelerating growth. This is the singular focus of the operating team. to drive sustained growth within the organization as we have done for the last 10 years. Fundamental to this growth reacceleration is a refined product strategy. This is where we drive incremental upside to the durable base of revenue that we have in place today. Let me give some context. First and foremost, we will sustain and build upon our core products with the strongest demand profiles. Our regulatory and policy data solutions continue to be the strongest offerings in our portfolio with robust demand. Organizations are facing significant increases in regulatory complexity, and it is spreading globally, which creates uncertainty for all organizations and significant top line and bottom line impact for companies that operate globally as well. We spent the last decade applying proprietary AI expertise to structure, normalize, analyze, and digitize vast amounts of regulatory, legal, macroeconomic, and geopolitical information, and to embed workflows that make data useful and actionable for our customers. Today, thousands of organizations, including those in the public sector and private sector, rely on fiscal notes, regulatory, and data policy solutions. As such, we'll continue to invest and build upon the success of those core products with new product enhancements, new data sets, and new AI workflows that reinforce our superior competitive position and bring unparalleled value to our customers. We believe there's ample opportunity to continue our land and expand strategy with our largest customers as we continue to upsell and cross-sell legal and regulatory data sets. Second, we will pursue adjacencies to core products in fast-growing areas of risk and compliance. This includes products such as Risk Connector, our new, internally developed risk intelligence solution that enables enterprises to reveal operational, relational, and reputational risk. Risk Connector brings the power of our proprietary data and AI capabilities to map relationships and identify risk within an organization's supply chain, as well as the organization's customers, investors, partners, and any other vectors through which risk can materialize. This empowers large organizations in the private and public sectors to anticipate, understand, quantify, and track risks emanating from their operations in a full web of relationships in a way that current solutions cannot. Only a few weeks after public launch, we already have our first anchor customer and several other active proposals in market with large enterprises. We are delighted with the early momentum of this new product, which exemplifies our AI leadership and our unrelenting commitment to innovation that delivers customer value. Risk Connector is just one example of a product adjacency. We have additional products in development that will enable us to accelerate growth through adjacencies such as this. We also continue to pursue geographic adjacencies as well. This year, we invested in our Europe expansion, both organically and through acquisition, which allows us to be able to bring new data sets to our customers. Finally, we are investing in new generative AI capabilities for our customers with a new go-to-market strategy that we expect to result in faster revenue generation. we are placing a substantial shift in our new product strategy to focus on AI co-pilot agents. Our first new product initiative is our fiscal AI co-pilot program, through which we are developing a series of AI-enabled applications that provide intelligent assistance for policy and risk management professionals. The co-pilot program leverages our decade-long investment in AI, ML, and NLP, proprietary and defensible reasoning and data aggregation tools. as well as the tens of thousands of proprietary and public verticalized data sets and comprehensive information that Fiscalink collects provides lightweight applications in very specific use cases. The goal of Fiscalink is to launch a constellation of AI agents that include quick applications catered to our individual customer personas that automate the day-to-day work of creating legislation, drafting regulatory and legal analysis, doing advocacy outreach, and conducting constituent communications and regulatory responses. In doing so, Copilot will reduce countless hours that our customers spend drafting legislation, responding to legislation, communicating constituents, and other tasks. Delivered as lightweight self-serve apps, these Copilots build on our fiscal and GPT generative AI platform we announced early this year and enable new go-to-market models with an array of fiscal and products that are easy to sell, easy to deliver, and easy to scale across users. The value to fiscal and customers is clear. as we essentially enable both existing and prospective customers to quickly and easily leverage our AI-powered solutions to get their jobs done faster with a higher degree of confidence. The context for this co-pilot program is evident. Despite major advances in AI and the use of large language models in the technology industry, there is a crucial need for organizations to specifically address the unique complexity that exists in the legal and regulatory world. With our expertise in data ingestion, collection, cleansing, and curation, and of course, extensive archive of legal and regulatory data sets from around the world it is logical for fiscal to fill this void with fiscal and gpt and now our new ai co-pilot program of course fiscal co-pilot complements and builds upon our integrations with large language model providers like openai google with our new co-pilot focused ai strategy we'll develop new go-to-market models aligned with expectations for per user pricing we expect that these products will be sold on a per user basis that allows users to be able to purchase these products individually with a swipe of a credit card, substantially eliminating friction in our go-to-market process, enabling mass adoption of our generative AI tools, and ensuring faster revenue generation. We expect our co-pilot strategy to begin rolling out over the next several weeks and months as we embark upon building a constellation of AI agents on top of our data. Our co-pilot program marks yet another development in Fiscalink's ongoing leadership as we develop and bring to market AI-enabled solutions specifically aimed at the legal and regulatory sector. You can expect to hear more from us in the coming weeks about fiscal and co-pilot and our other new product developments that, over time, provide incremental growth paths to complement our proven, durable base of recurring revenue solutions. In summary, there have been a lot of changes in 2023 as we dedicated our time, energy, and resources to achieving profitability. We are now pivoting our focus to new avenues for accelerating growth in 2024 and beyond, with a refined three-pronged product strategy and go-to-market strategy, It will enable us to build on our core products with the highest growth potential, pursue natural adjacencies to offerings to broaden our value to customers, and develop new products with new channels for growth. This reflects our ongoing commitment to building a durable, profitable compounding growth company that provides unique value to the world's most important decision makers and scaling this business to $200 million, $300 million, $500 million, and a billion in recurring revenue and beyond. Separately, you all saw the disclosure that I have informed the board of my interest in exploring and leading a going private transaction. As a result, the board has appointed a special committee to evaluate any proposals I may submit in light of the company's strategic options in the best interest of shareholders. While I can't comment further, I will reiterate what I've said on our past calls. We have approximately $140 million in run rate revenue, a proven durable compounding recurring revenue model with more than 5,000 customers, 80% adjusted gross margins, and now have adjusted EBITDA profitability. The business has never been in a stronger position, yet our stock price does not reflect the strength of these fundamentals, and we continue to trade well below other sector-specific information services leaders. Ultimately, we will always do what is in the best interest of shareholders to achieve a valuation that recognizes and reflects the value of our fundamentals in our future growth opportunity as we build a long-term, large-scale market leader in AI-driven information services. Regardless of the outcome, the entire organization will remain committed to growing our business that is delivering value for the world's most important decision makers who trust Fiskeman to discover, process, and navigate the impact of policymaking on organizations, and more importantly, to take actions which achieve their business objectives and minimize political and economic risk. Now, let me turn it over to John for details on the financials and our outlook going forward.

Thank you, Tim, and good morning. I'll spend some time going through the details of our quarter, and then I'll walk through some of the operational changes we've made and our commitment to ongoing adjusted EBITDA growth moving forward. Let me start with a quarter. Third quarter gap revenue was $34 million, marking year-over-year growth at 17%. Third quarter subscription revenue, which makes up approximately 90% of our total revenue, was $30.1 million. This is an increase of 15% from a year ago and 7% growth on an organic basis, excluding the non-cash deferred revenue adjustment from 2022. Our advisory and other revenue was $3.9 million, an increase of $1 million year over year. We exited Q3 with run rate revenue of $138 million in total, marking 14% year over year growth. On an organic basis, run rate revenue is $129 million, reflecting 7% growth on a pro forma basis as defined in our press release. NRR, or net revenue retention, for the quarter was approximately 100%, a sequential quarter increase of 200 basis points and a year-over-year increase of 100 basis points. Let me provide some more details here because it is important to see the traction among our various customer groups. As you know, we have three primary customer groups we serve, public sector, not-for-profit associations, and enterprises. As we've said, enterprises are our largest customer group, and large enterprise and strategic accounts represent the fastest-growing, highest NRR customers. And that has been the impetus for some of the changes we've made to our sales organization. To capitalize on this underlying demand and to extend our growth in large enterprises. This quarter reinforced this is the right strategy. NRR rates among our large enterprise corporate customers continues to trend above company average. Demand for our regulatory and policy data continues to be strong, particularly among large enterprises. And with some of the recent changes we've made from product strategy to sales allocation, we see opportunities for NRR rates in this large enterprise group to expand further. Like many companies, we tend to see a bit more churn in the small enterprise space, particularly in this macro. Turning to ARR, we grew our total annual recurring revenue, or ARR, to $123 million as of September 30th, an increase of 14% compared to the same period in 2022. Organic ARR, as we defined, was $116 million as of quarter end. This represents a 7% growth rate when compared to the ARR in Q3 of last year on a pro forma basis. While our ARR continues to trend up, it is slightly behind the pace we expected in Q3. This is largely due to budget tightening and longer sales cycle as we shift towards larger enterprise customers in the midst of the current macro environment. And a few of our ancillary products are underperforming expectations. That said, the pipeline rate remains robust, and the demand for our core policy, regulatory, geopolitical, macroeconomic, security, and operational risk products continues to be strong. These products are crucial to help large enterprise customers manage global complexity and operational risk. Large enterprise continues to be our fastest growing customer group on an organic basis. Looking at gross profit, we continue to enjoy strong margins. Our Q3 gross profit was $23.6 million, representing a 69% margin. Our third quarter non-GAAP adjusted gross profit was $28.4 million, representing an 83% adjusted gross profit margin after adjusting for amortization. Our adjusted gross profit margins remain consistently high in the 80% range quarter after quarter. In Q3, total operating expenses decreased by approximately $2 million year over year, excluding non-cash stock-based compensation expenses, cost of revenue amortization, and transaction costs. Sequentially from last quarter, total operating expenses declined by about $3.2 million, excluding non-cash stock-based comp and other non-cash expenses. This, combined with our Q4 cost action, means that we will realize almost $20 million of annualized OPEX cost savings this year. We are delivering on the cost management programs while continuing to invest in innovation and growth for the future. Within OPEX, sales and marketing costs were $11.2 million for the quarter, a decrease of $600,000 year over year, even after acquisitions, and a decrease of $450,000 last quarter, with our sales realignment program. R&D expenses were $4.5 million, a $1 million decrease from last year and essentially flat from last quarter. Editorial costs were approximately $4.5 million, a slight increase year over year driven by acquisitions and a slight decrease from last quarter. G&A expenses for the quarter were $14.4 million, Excluding non-cash stock-based compensation and other public company expenses, G&A was $9.5 million for the quarter. This is a decrease of about $400,000 year-over-year and a decrease of almost $1 million sequentially from last quarter, reflecting the favorable impact of our ongoing expense management program. The operating loss for Q3 was $13.5 million in total. This includes $6.2 million of stock-based compensation. Our total interest expense was $8 million. Of this, cash interest expense was approximately $5.4 million, which is a good proxy for our quarterly cash interest expense going forward, depending on rates. You'll also note that our weighted average shares outstanding for Q3 2023 decreased by about 5.3 million shares for the last quarter. It is now 129 million shares. This is related to our previous disclosed exchange agreement with GPO. pre-listing note holder. The GAAP net loss for Q3 was $14.5 million, and as we forecasted, adjusted EBITDA was a positive $700,000 this quarter, marking our first quarter of profitability on an adjusted EBITDA basis, one quarter ahead of our initial guidance. We are delighted to achieve this important milestone for the company, which reflects our diligent cost management and solid top-line growth. It is important to note that in Q3, we delivered 160% conversion of incremental revenue to adjusted EBITDA. This reflects the power of our business model. Despite the challenging macro, we're driving strong incremental revenue through new logo acquisition, cross-sell, and upsell without adding incremental costs. This operating leverage is a strong indicator of what to expect as we move this company from adjusted EBITDA positive to a free cash flow generating growth company over time. Our balance sheet remains solid with approximately $24 million of cash, cash equivalents and short-term investments as of September 30th. We expect to increase our cash position in Q1 of 2024 through continued compounding increases to prepaid ARR and seasonally strong collections. You see that we did file a shelf registration. This is a three-year, $100 million registration that simply gives us flexibility and optionality in our capital structure. This is the right time to put a shelf in place. It is a common practice one year after public listing. As we committed, fiscal note achieved positive adjusted EBITDA 12 months after our listing date and a quarter ahead of schedule and without raising additional capital. Now that we have achieved positive adjusted EBITDA, our operations are self-sustaining. We are now actively looking at opportunities to strengthen our balance sheet, resources that will further accelerate organic and inorganic growth. As we turn our focus to re-accelerating growth, we will have the capital structure and flexibility to invest strategically and drive our business to the next phase of growth. Now, let me comment on our guide and how we are positioned for profitable growth next year and beyond. For Q4, we expect revenue of $34 to $35 million. We expect positive adjusted EBITDA of approximately $2.5 million. The swing from a $7 million adjusted EBITDA loss in Q1 to a $2.5 million adjusted EBITDA profit in Q4 is remarkable, particularly in light of the more challenging macro. For the full year, we expect gap revenue of $132 to $133 million. This is a reduction from our prior guidance with the majority impact driven by lower non-subscription one-time revenue. We expect run rate revenue of $139 to $141 million As Tim mentioned, we've been making a lot of changes this year to position the company for greater growth. We've realigned our sales force, we've adapted our product strategy and sunset unprofitable products, and we've reduced our cost structure. At the same time, we've allocated capital to areas of the business with the strongest upside potential. As a result, we are well positioned as we exit the year. Our enterprise sales team are continuing to execute well against strong demand, particularly for our regulatory and policy data. Our AI leadership is broadening our market with new partnerships and enabling us to bring breakthrough innovations to market, including Risk Connector, Fiscal Note GPT, and now our Fiscal Note Copilot Program. We have reached the inflection point of adjusted EBITDA profitability and paved the way for free cash flow over time. With strong operating leverage, we are well positioned to drive compounding recurring revenue growth. All of this positions us for ongoing revenue and adjusted EBITDA growth in 2024 and beyond. With that, I will now open it up to questions. Operator.