FiscalNote Holdings, Inc. Class A common stock

Good evening. My name is Bob Burrows, Investor Relations for FiscalNotes, and we are pleased you all could join us. The purpose of today's call is to discuss FiscalNotes' second quarter 2025 financial results and guidance for both the full year and third quarter of 2025. Joining me with prepared comments are Josh Resnick, CEO and President, and John Slavaw, CFO and Chief Investment Officer. Other members of the senior management team will be available as needed during the Q&A session that will follow these prepared comments. Please note, today's press release, related current report on Form 8K, and updated version of the corporate overview presentation are all available on the Investor Relations portion of the company website. In terms of important housekeeping, please take note of the following. 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 discussion of the material risks and important factors that could affect our actual results, as well as the risks and other important factors discussed in today's earnings release, please refer to our SEC filings which are available either

on our company website or

the Securities and Exchange Commission's EDGAR system. Additionally, non-GAAP financial measures will be discussed on this conference call. Please refer to the tables in our earnings release or the updated version of the corporate overview presentation for reconciliation of these measures to their most directly comparable GAAP financial measure. Finally, we use key performance indicators or KPIs in evaluating the performance of our business. These include annual recurring revenue or ARR and net revenue retention or NRR. With that, I'd like to turn the call over to FiscalNote CEO and President Josh Resnick. Josh?

Thank you, Bob, and thanks to everyone joining us today. I'm pleased to be here to share FiscalNote's second quarter 2025 results and update you on the progress we've made on our strategic priorities. We remain committed to the disciplined approach that has served us well, managing the business with rigor and focus. Our three core objectives remain the same. One, consistent expansion of adjusted EBITDA margins. Two, managing the company's balance sheet and achieving positive free cash flow. Three, building a durable foundation for profitable growth. As I've said on past calls, I'll walk you through where we stand on each, touching briefly on the first two and then focusing mainly on the company's growth. First, adjusted EBITDA. We delivered adjusted EBITDA of $2.8 million in Q2, exceeding guidance. This represents an adjusted EBITDA margin of 12%, an increase compared to 4% on a pro forma basis in the same period last year. This improvement reflects the ongoing benefits of our cost discipline, sharper prioritization of core growth initiatives, and improving operating leverage. We expect to continue to expand margins over the long term as these improvements compound. As adjusted EBITDA margins further expand, our path to positive free cash flow remains clear. So with that, I'll turn to our second core objective, management of the balance sheet and achieving positive free cash flow. Managing the company's indebtedness as well as achieving and sustaining positive free cash flow remain among our highest priorities. Yesterday, we announced the substantial refinancing of our senior term loan provided exclusively through funds managed by MGG investment groups. Importantly, MGG is providing a new facility which will not mature until 2029. MGG conducted thorough diligence before making its commitment, including a deep review of fiscal notes, operational performance, market position, and strategic plan. And I'm especially pleased to welcome MGG as our new long term capital partner. Achieving positive free cash flow continues to be a primary focus of ours, and we are confident in our approach and our path. As a reminder, we have made significant progress towards positive free cash flow as we have right-sized the business. Over the trimmeling 12 months, we have improved free cash flow by more than $68 million compared with the same period two years prior. Our cash interest expense will increase slightly with this refining by less than $2 million annually due to the higher balance on the new senior term loan. But because we continue to streamline our operations, its incremental interest expense is more than offset, and therefore, our accelerated path to positive free cash flow remains unchanged. Our third core objective relates to growth in commercial momentum, and I'll turn to that now. Revenues for the quarter came in at $23.3 million above the guidance midpoint, and we are reaffirming our full year guidance. Our performance in Q2 reflects both the company's continued transition as well as encouraging signs of momentum. As expected, ARR growth has not yet resumed. This is consistent with what we've said to expect in the first half of 2025. We've previously discussed the unacceptable execution challenges that impacted the start of the year, and in a moment, I'll discuss some of the improvements we're seeing in our pipeline and sales metrics following the swift operating changes we made as a result. Those challenges, together with the impact of the known customer retention and expansion issues in our legacy products, as well as atypical instability in the U.S. federal sector, have contributed to the organic ARR and revenue decline. We expect better from the business in the future, and we continue to remain encouraged by the trajectory of our pipeline and the tangible progress in execution. What are we seeing that gives us that confidence? We continue to see strong demand for our products, and that demand is now translating into improvements in new logo sales. Our top of funnel metrics remain strong. Inbound leads for our policy products are up more than 20% year over year, and our corporate new logo pipeline was 45% higher at the end of Q2 than it was at the end of Q1. I spoke to some of these top of funnel trends at our last earnings call in May, and I noted it would take time to see these improvements reflected in new logo sales. Well, we're now seeing exactly that. Quarter over quarter, we saw an improvement of 400 basis points in corporate win rates from Q1 to Q2, as well as a significant increase in average contract value, especially with our largest corporate customers, where we've seen high demand for our new global data packages. And we are continuing to see customers vote with their logs in the form of multi-year commitments. As was the case in Q1, in Q2 on a year over year basis, we more than doubled the rate at which our new private sector customers are signing on to multi-year commitments for our policy data. This demonstrates the confidence and conviction our customers have, and it should translate directly into gross retention improvements in 2026, cutting straight to the heart of our greatest growth challenge. In addition to strong commercial demand and multi-year commitments, we're seeing clear evidence that PolicyNote is driving the levels of engagement that we expect will fuel gross retention and net retention over time. In June, we announced that PolicyNote now has more daily active users than our legacy fiscal note platform, a major milestone in our transformation. Core engagement metrics, such as search frequency and use of the AI assistant, both of which I've discussed before, remain strong. And now that PolicyNote has been in market for just over six months, we can also begin looking at how usage trends develop over time. The pattern is encouraging. A few weeks into a new customer engagement, usage begins to rise steadily, with the average customer using the platform roughly 30% more at the end of their first quarter than at the midpoint. This indicates that users are finding value in the platform, embedding PolicyNote in their workflow, and becoming habitual users. This is a strong indicator of customer health, and something that we expect will translate into improvements in gross retention over time. We're continuing to add new features and enhancements to PolicyNote at a rapid pace. In Q2 alone, we delivered more than 10 major updates, including AI-powered capabilities for legislative drafting and bill outlooks, significant upgrades to our AI alerts and AI assistant, and a new onboarding flow designed to drive engagement from the very beginning of the user experience. These improvements are having tangible impact. For example, new PolicyNote customers are now setting alerts, which we consider to be a high-value customer activity, far sooner after account activation than on our legacy platform. So we believe that this consistent, visible investment in PolicyNote inspires customer confidence and deepens customer engagement, which we expect will be the cornerstone for stronger customer retention and greater expansion opportunities through cross-sell and up-sell in the future. What does all this mean for FiscalMode's future growth? Top of funnel and new logo sales are trending well. The challenge continues to be gross and retention on our legacy product suite for the reasons that I've discussed a number of times. But we believe we have the right solution, PolicyNote, and we expect that over time as we continue to add more data sets, features, and customers to PolicyNote. A process we've said would take time. We will see retention improve and ARR and revenues return to growth. Migration in PolicyNote continues to go well and is ahead of schedule, and we expect to deprecate at least one large legacy platform this calendar year. So we're on the right track. We're moving expeditiously, and we continue to believe that with continued progress, we will see ARR growth resume in the second half of this year and then accelerate further in 2026 and beyond. In summary, in Q2 and recent days, we have expanded and adjusted EBITDA margins, announced the refinancing of our senior term loan and continued building paths to sustain positive free cash loans, and continued to strengthen PolicyNote and accelerate product innovation, and we saw continued acceleration of key sales metrics. While the first half of 2025 has been a period of transition, we are executing with focus and intensity. Our product-led strategy is working, our operational discipline is holding, and the building blocks for long-term profitable growth are firmly in place. We remain confident in our ability to deliver on our full-year guidance and create meaningful shareholder value in the years ahead. With that, I'll turn it over to John to walk through the financials in more detail. John?

Thank you, Josh. Good evening, and thank you for joining FiscalNote's second quarter 2025 conference call. We are pleased to announce that we came in above the midpoint of our guidance range on revenue and exceeded guidance on adjusted EBITDA for the quarter. We are also reaffirming our full-year forecast, evidence that our product-led strategy and disciplined operating approach is on track and gaining momentum. On top of that, our recent refinancing significantly expanded our runway and operational flexibility. In that regard, yesterday we announced that FiscalNote entered into definitive agreements to refinance our senior debt and restructure substantially all of our subordinated debt. This series of transactions will provide FiscalNote with a clear long-term runway and operating flexibility to execute on efficient product-led growth. These transactions are scheduled to close in mid-August, subject to customary closing conditions. Upon closing, we will replace our current senior credit facility with a new $75 million senior secured term loan with the maturity extended to 2029. This new loan is supported exclusively by funds managed by MGG Investment Group. Excess proceeds from the new facility, together with new subordinated convertible debt, will be used to pay off or refinance certain existing subordinated debt, including an amendment to our largest long-term subordinated creditor, to extend the maturity of its remaining balance to 2029. In aggregate, this transaction serves as an important step for FiscalNote and for our ongoing efforts to stabilize and strengthen our capital structure while we accelerate execution of the product-led growth strategy. The transactions provide additional time to realize the full potential of the PolicyNo platform and manage our capital structure, supporting management's commitment to generating sustainable levels of growth, profitability, and positive free cash flow. In light of the timing of these transactions, there are a few customary additional disclosures required in our 10Q filing. We plan to file a Form 12B25 to extend the filing deadline for the second quarter 2025 Form 10Q. This will give us time to finalize the additional disclosures. We plan to file our 10Q by August 18th. Absent this transaction, we otherwise would have filed on time. Recall that we took a similar step earlier this year upon the closing of the divestiture of Oxford Analytica and Dragonfly, and we successfully filed our Form 10K under similar circumstances. With that as a backdrop, let me dive into some of the key drivers behind our second quarter financial results. Total revenue for Q2 2025 was $23.3 million, above the midpoint of our forecast of -$23 million. When compared to the prior year, revenue was $6 million lower, due primarily to the divestiture of ASIL in October of 2024 and Oxford Analytica and Dragonfly at the end of Q1 2025. Subscription revenue, which remains the cornerstone of our business, was $21.4 million for the quarter, $5.7 million lower, again, largely due to the divestitures. Subscription revenue accounted for 92% of total revenues, consistent with our historical trend. On a pro forma basis, after adjusting for the impact of the ASIL, Oxford Analytica, and Dragonfly divestitures, Q2 2025 subscription revenue was $1.8 million lower than the prior year, indicating that we are still working through our transition to PolicyNote from the legacy FiscalNote platform. As we roll out the new PolicyNote platform, we expect a return to stable, consistent, top-line growth, something we anticipate starting over the next two quarters. Turning to our key performance metrics, as of Q2 2025, annual recurring revenue was $85.9 million versus $93.6 million in 2024 on a pro forma basis, a decline of $7.7 million. As you've heard from Josh earlier, this was expected and is unacceptable performance for the business. It reflects a combination of the underperformance of new logo and sales funnel execution in Q1, ongoing legacy platform retention issues, and recent reported instability in the public sector. We are focused on improvement and remain very encouraged by the trajectory of our top line and the tangible progress and execution we are seeing. Looking ahead, and as you also heard from Josh, we anticipate ARR growth beginning the second half of 2025. For the second quarter 2025, net revenue retention was 96% versus 98% in the prior year, reflecting the underperformance of the end of 2024 that we have previously discussed and believe we have addressed going forward. For both ARR and NRR, we expect most metrics to improve by year-end 2025, driven by policy note and other clear signs of customer engagement that we are seeing. Principal operating expenses in Q2 2025 continue the trend of -over-year decreases, reflecting the impact of ongoing efficiency measures initiated in 2023, advanced in 2024, and 2025. Such discipline is essential to our path to expanding operating margins and adjusting EBITDA going forward. As we simplified our business model, additional cost savings accrued from the divestitures of Board.org, ASIL, Oxford Analytica, and Dragonfly Intelligence, in addition to savings from sunsetting various non-core products. Looking at expenses in more detail, Q2 2025 cost of revenues decreased by $2 million, or 28% versus prior year. R&D decreased by $900,000, or 29%, and the sales and marketing decreased by $2.3 million, or 26%. As for G&A, we saw a slight increase of $100,000, or 1%. Importantly, approximately $5.4 million of non-cash, M&A, and other non-recurring costs were recorded in G&A during the quarter. Excluding these items, G&A would have declined year over year. Taken together, total Q2 2025 operating expense fell by $6.5 million, or 17%, versus the prior year. On a pro forma basis, excluding non-cash and other non-recurring charges, the impact of the 2024 divestitures OPEX decreased by approximately $4 million, or 15%. The gross margin in Q2 2025 was 79%, 200 basis points higher than prior year on a gap basis, primarily due to the impact of divested businesses in sunset products. Adjusted gross margin was 86% in Q2 2025, as compared to 85% the prior year. Both reflect the impact of our discipline cost management. Adjusted EBITDA was a positive $2.8 million higher than the prior year, above our guidance of approximately $2 million in the eighth consecutive quarter of positive performance on this important profitability metric. Sustained positive adjusted EBITDA, even after the pro forma impact of the divestitures through June 30, is the direct result of actions that we've taken to improve our operating efficiency, streamline the product portfolio, and reduce the overall cost structure of the business. And as you've heard me say before in past calls, we will drive increasing operating leverage across the business while steadily expanding our top line through product led growth. Cash and cash equivalents, including short term investments at the end of Q2 2025, were $39.2 million, an increase over both the prior year period and the year end 2024 balance, driven primarily by the influx of cash due to seasonality in the Oxford Analytica and Dragonfly divestitures, which closed on March 31. Finally, let me talk about guidance. We are reaffirming our full year 2025 revenue forecast in the range of $94 to $100 million, and adjusted EBITDA in a range of $10 to $12 million. We are forecasting third quarter 2025 revenues in the range of $22 to $23 million, and adjusted EBITDA of approximately $2 million. Josh referenced this affirmation speaks to the resilience of our streamlined and effective operating model, and the momentum building is a direct result of our product led growth strategy. In summary, fiscal note reflects increasing strength and resilience. Our streamlined and disciplined operating plan is focused on innovation that is becoming increasingly valuable to our customers, helping them navigate today's increasingly complex political landscape. As we continue to drive to stabilize the business and return to a path of sustainable growth and customer retention, we are also working to expand operating leverage and therefore adjusted EBITDA, both in absolute dollars and on a margin basis. Finally, we prudently manage our cash by controlling capex, cash interest expense, and managing our operating expenses, all in the pursuit of accelerating the path to positive free cash flow and therefore sustainable growth. 2025 is an important year for this company, and as we move into the second half of 2025, we are encouraged by the clear positive trends we are seeing across our product and customer metrics, which drive everything. And we remain confident that we are making significant process and reestablishing a clear definitive path for durable growth and sustainable profitability. That concludes my prepared remarks. I'll turn it over to the operator to begin the question and answer session. Operator?

At this time, I'd like to remind everyone in order to ask a question, press star, then the number one on your telephone keypad. Our first question will come from the line of Mike Lattimore with Northland Capital Markets. Please go ahead.

Excellent. Thanks very much. Congrats on all the progress this year. Looks good. You talk about return to ARR growth in the second half. Do you assume a similar contribution from new logo improvement and NRR improvement, or is one or two of those variables more important to return to ARR growth?

Thanks, Mike, for the comment and the question. Appreciate it. So, we're seeing good success with new logo, as I discussed just a few moments ago. We're seeing a lot of improvements in pipeline. We're seeing increased win rates. We're seeing ACVs go higher, so we're pleased with progress on new logo. Of course, we'd like to see continued progress from here as well and continuing to grow those ACVs, improvements in rates, etc. The difference really will come from our retention and expansion. So, that's where we're still seeing those challenges with existing relationships on the legacy platforms. We expect to see growth and net retention improve, both as a result of PolicyNote, as we migrate more customers on the PolicyNote, and also with some of the offerings that we have in market. So, we've also put out some revamped global data packages as well, which we think will help with expansion revenue too. We're seeing great success with those, and those are helpful drivers when it comes to ACVs. We're seeing very good healthy demand for that global data, which is a really strong differentiator for us in market. So, long story short, we want to see continued progress on new logo, but the biggest difference-maker going forward will be those improvements to growth and net retention that we expect to see.

Okay, got it. That makes sense. And then, I think you've, in terms of additional product advances, I think you're planning on some enterprise-level features, I believe, and also integrating the last couple of data sets here. I guess one is, is that a correct assertion? And then second, if so, is that something planned for this year, or is that kind of going to next year?

Sure. So, yeah, we are still continuing to enhance PolicyNote, and you can think of it in a couple different ways. So, one is continuing to add core data sets and enterprise features. When we first launched PolicyNote, it was designed for the most straightforward use cases, and so we're continuing to add some of the more complex enterprise-grade features as we speak, and as we do that, we're migrating more and more enterprise customers onto the platform. So, we're going to continue that work to build that out so that we can accelerate the migrations, and those migrations are going well and are actually ahead of schedule. We're also continuing to implement new kind of incremental features, things like our tariff tracker, things like some of our more advanced AI features, like we have with now the ability to actually write draft legislations for you in the platform, and so features that are really accelerating the platform forward, leapfrogging the competition. So, we're continuing to build those out as well from an innovation perspective. We're going to continue the migration over the course of this year and next year, so that's about what you can expect in terms of migrating all of our customers onto the new platform, and like I said, what we're doing in parallel is both some of those core features to facilitate and accelerate those migrations, but also at the same time launching new innovations to make sure that we're propelling policy forward in parallel.

Great, great. I guess the last one for me, in terms of the federal and NGO verticals, can you just give a little more color on how they're behaving and has there been any change during the year?

Sure. So, on federal, as we noted in our comments, we are seeing atypical instability in federal this year, which we've spoken to before, just given all the changes in the federal government. That continues to be something that we monitor. It's kind of a continually shifting landscape. Even, you had earlier in the year, heavy activity from DOJ, which created a lot of volatility, and you still now are seeing just some shifts within federal, both in terms of some areas where there's increased stability and continuing to see relationships and contracts return, but also as there's just continued shifts within the government in terms of their own staffing and how that translates into their needs, licenses, and so on. And as we've said before, the instability has obviously introduced some challenges. It also introduces opportunities for us as well. Our solutions, we believe, drive great efficiencies for all our customers, including federal. And so, we think that there's a lot of need for our platforms. We offer unique proprietary content that's very informative for policymakers. So, again, a need there as well. And so, that's something we're just continuing to monitor the progress with the federal government throughout the year. So, no significant changes from what we've spoken about before. It's just something that's continuing. NGOs, I would say the same. I assume your question kind of relates to how does federal funding changes impact NGOs? And I would say kind of same thing there, where we're still seeing NGOs be actually fairly active with things like advocacy in this type of environment. And again, we have a very strong advocacy platform for them to use as well. And so, we still see opportunity in that sector.

Great. Thanks very much. Good luck.

Thanks, Mike. Appreciate it.

Again, if you'd like to ask a question, press star, then the number one on your telephone keypad. And our next question will come from the line of Zach Cummins with B Riley Securities. Please go ahead.

Hi, there. This is Ethan Weidel calling in for Zach Cummins. Thanks for taking my questions. I think to start with, it sounds like your retention metrics are kind of starting to pull there from here to continue to improve retention. Is that primarily product led, as Dave discussed on the call so far, or is there anything else?

Sure, Ethan. Thanks for the question. So, of course, from a long-term training perspective, we've talked mostly about the product in the introduction and policy note. We are seeing really strong engagement metrics there, which give us a tremendous amount of confidence in how the policy note will impact retention in the future. And one of the more interesting things now that policy note has been out in market for six months now is we're able to look at some of that usage, not just as a snapshot in a moment, but over time. And so, that's where I spoke earlier about how we're seeing user engagement increase as the relationship continues. That's a very strong sign and something that bodes very well for how policy note will impact our retention going forward. But there's more, but there's definitely more to it as well. So, as I mentioned, there's also the opportunity, we've introduced new global data packages, which help with expansion revenue and is something that we're seeing great success with, especially within our enterprise segment. And so, that's something that we see as something that's connecting very well with customers. We're also seeing great confidence from customers when they buy. So, we've talked about multi-years. So, again, for the second quarter in a row, we've more than doubled the pace at which we're assigning new corporate customers to multi-years for our policy data. That's significant, in part, because the indicator of confidence that it gives, but also because that will translate directly into gross retention improvements in 2026. So, we know just mathematically that that will have an impact as well. And then, we've also talked about some of the changes that we've made operationally as well. So, as John and I both mentioned in our remarks, the level of performance that we saw at the end of last year and heading into Q1 was just not acceptable. And so, we've made operational changes as well. And that includes in areas that directly impact retention and cross-sell upsell. And so, we're excited that the progress we're making operationally there. And we believe that that will have an impact on all of our customer relationships and our ability to retain and grow those relationships over time. So, product is certainly important and is certainly very encouraging what we're seeing there, but it's far from the only thing that we're seeing that will help drive improvements in gross and net retention.

Got it. That's super helpful. Thank you. And then, maybe to double-click on one of those points, you mentioned doubling the rate of signing multi-year commitments. I guess, how do you view this as impacting the slope of revenue growth ultimately going forward?

So, the increase in multi-years, as I said, will impact gross retention over time, right? So, it's just less of that business coming up for renewal in any given quarter. What's most important to me when I think about long-term health is really, like I said, fundamentally the product and the engagement that we have with our users on -to-day basis. That's why I focus so much on that and I'm so encouraged by it. But obviously, multi-years, the more we can decrease that frequency at which those relationships are coming up for renewal, the more we'll have stability in that business and our success in new logo will then be additive to what we have instead of essentially replacing what we lose when retention is where it should be.

Understood. Well, I appreciate all the extra color. Thank you. Sure. Thank you.

And we have no further questions at this time. I'll hand the call back to Bob Burroughs for any closing comments.

Thank you, Regina. That concludes our call this evening. We appreciate everyone's participation on the call and we look forward to speaking with all of you again in the future. Goodbye.

This concludes today's conference call. Thank you for joining. You may now disconnect.