FiscalNote Holdings, Inc.

Good afternoon, my name is Janine and I will be your conference operator for today. At this time, I would like to welcome everyone to Fiscal Note Holdings Incorporated first quarter 2026 financial results conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to answer a question, please press star 1 again. And with that, I will now hand the call over to the company to begin the conference.

Good evening. My name is Yeojin Yoon, Investor Relations for Fiscal Notes, and we are pleased you can join us this evening. The purpose of today's call is to discuss Fiscal Notes first quarter 2026 financial results and guidance for both the full year and second quarter of 2026. Joining me with prepared remarks are Josh Resnick, Chief Executive Officer and President, and John Slabaugh, Chief Financial Officer and Chief Investment Officer. Other members of the senior management team will be available as needed during the Q&A session that will follow. Please note, today's press release is available on the investor relations portion of the company website. In terms of 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 statement. For a 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 a 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 Fiscal Notes CEO and President Josh Resnick.

Thank you, Yojin, and thanks to everyone for joining us today. I'm glad to be here to discuss Fiscal Note's first quarter 2026 results and to provide an update on where we stand strategically as we move through what I believe is a genuinely exciting time for this company. We are a more profitable company than we were a year ago. We are on a defined path to positive free cash flow, and we are entering new markets with robust tailwinds. The market conditions around us, AI adoption, agentic enterprise workflows, the emergence of prediction markets, are moving in our direction, and I'm confident in our ability to take advantage of them. With that context, let me walk you through the quarter. On the financials, Q1 gap revenue came in at 20 million and adjusted EBITDA at 1 million, both consistent with our guidance. The Q1 ARR of 75.7 million reflects dynamics that we highlighted in March, along with some procurement delays in the public sector that pushed some renewals to Q2. Neither dynamic is changing our outlook, and we are reaffirming our full-year revenue guidance. What's worth highlighting is the profitability trajectory. You should expect to see a rapid step-up in adjusted EBITDA in the second half of this year, approximately doubling our adjusted EBITDA margin profile compared to the same period in 2025. As our restructuring fully phases in, then we are reaffirming our adjusted EBITDA guidance for 2026. For several years, we have worked to improve our adjusted EBITDA profile by sharpening our focus, instilling operational discipline, and cutting spending that did not serve our core mission. In 2026, we are accelerating that trajectory significantly. As a workforce transformation and operational restructuring we announced in March, much of it enabled by broad AI deployments. are designed to produce structural improvements in our operating leverage without sacrificing the opportunity for growth. Equally important is that these structural changes are a springboard to positive free cash flow. Excluding one-time restructuring costs, we anticipate generating positive free cash flow for the current 12-month period, starting with the current quarter and ending March 31, 2027. and we expect to remain free cash flow positive on a trailing 12-month basis thereafter. This will be a first in Fiscal Note's history, and that is not a small thing. It reflects years of deliberate work to focus this business and improve operations, and it marks a genuine turning point and the opening of a promising new chapter. Earlier this year, we completed the migration of our customers off of our largest legacy platform onto PolicyNote. a major milestone in our platform consolidation strategy. Early results are validating the approach. Usage indicators continue to be highly encouraging. Across all key user actions, PolicyNote continues to outperform the legacy fiscal note platform in terms of both adoption and frequency. In addition, for the cohort of contracts that have come up for renewal post-migration, PolicyNote net retention performance continues to exceed our legacy platforms, which underscores the directional improvement we're seeing. The sample set is still limited, but the signal is the right one. Looking ahead, we will continue building on the more than 35 major feature releases we delivered in 2025, focusing especially on agentic workflows and leveraging our proprietary trusted data in the PolicyNote platform. What makes PolicyNote different is not just that it's AI native. It's that the AI is grounded in a set of data and insights that no one else has, including proprietary analysis from our teams at CQ who have been covering U.S. federal policy for 80 years. The depth and quality of our information is simply unmatched, including analysis of the more than $7 trillion flowing through the federal budget and its downstream impacts on U.S. and global policy. When our customers use PolicyNote, they're not just accessing public data through an AI interface. They're accessing decades of expert judgment, structured and made actionable in ways the general purpose AI platform simply cannot replicate. Going forward, customer expectations are changing rapidly, opening doors for us to meet their needs in better and more sophisticated ways. Customers will increasingly expect platforms that understand their specific world and work proactively on their behalf, not just access to data, but intelligent action on their priorities. That's the direction of our investment in PolicyNote, focused on two areas in particular. First, personalized and configurable agentic workflows tied to our data. We've already begun this work within PolicyNote. and it's where a significant portion of our forward product investment will go. The goal is to give each customer an experience that's shaped by their specific policy priorities, stakeholders, and decision workflows. Not a generic feed of information, but a system that learns and acts on their behalf. Second, proactive intelligence, informed by what we see across our platform at scale. With thousands of customers across the private sector, public sector, and NGO community. We develop a unique understanding of how policy issues are moving and what is capturing attention across the market. We can use that aggregate view without ever compromising the confidentiality of any individual customer to service emerging issues and signal shifts that a customer might not yet know to look for. The platform gets smarter the more it's used, and our customers benefit from that collective signal. Both of these investments reflect the same underlying principle. The more deeply our intelligence is woven into how a customer operates, the more value we deliver. And that principle extends well beyond our own platform. Policy note is where customers come to us. But increasingly, customers want to bring our intelligence to them, embedded directly into their own environments, workflows, and AI agents. This is an exciting opportunity, and we're moving quickly to capture it. In March, we launched an expanded PolicyNote API with native support for the Model Context Protocol, MCP, an emerging standard that has achieved rapid adoption across the agentic AI ecosystem. This enables platforms built on Cloud, OpenAI, Gemini, and Microsoft to incorporate Fiscal Note's legislative, regulatory, and stakeholder intelligence as a trusted, embedded, data layer. And in April, we extended the API with district matching functionality, giving advocacy organizations instant access to federal, state, and local legislative district data, and enabling grassroots civic engagement at a scale that previously required significant custom development. Since launch, we're seeing demand from a broad spectrum of customers, ranging from large enterprises ready to make substantial commitments to global self-serve customers beginning with free tests. To the latter point, this is the beginning of a true product-led growth motion, as more than one-third of website signups for the API are from outside the U.S., reflecting organic global demand for this data that we are now able to serve at a scale our sales team alone could never reach. We plan to continue to expand the scope of datasets available through the API, and over the course of this year, We will also offer alternative pricing options, including consumption-based pricing that we expect will serve our customers' needs and expectations. Significantly, as customers leverage our API to combine our data with their own internal data, such as their operations, their customer base, and their market intelligence, as well as with other third-party data sets, our insights become far more valuable. Think of our data the way you think about GPS signals. Precise, authoritative, and valuable on their own, but transformative once they're combined with real-time context. A GPS coordinate means one thing in isolation, but combined with traffic patterns, your schedule, and local conditions, it becomes the intelligence that gets you where you need to go. Our policy data works the same way. Once embedded in a customer's own environment, it doesn't just inform. It drives decisions and becomes more central to how they operate. We expect that dynamic to drive deeper engagement and higher average contract values over time. The economics here are attractive. Incremental cost of data delivery via our APIs is low. The infrastructure is already built, and the addressable market expands significantly when customers can access our intelligence through a product-led motion and use it with any platform, any workflow, any agent. The upside is substantial. and the investment required to capture it is not. In February, we announced our strategic entry into political prediction markets. This is not a tangential bet. It's a natural adjacency that leverages fiscal note's unique combination of authoritative data and expert analysis to occupy a defining role at the intersection of policy intelligence and outcome-based forecasting. Our role in this market is not to build or operate an exchange. It's to be the trusted intelligence layer that makes these markets more accurate, more credible, and more useful to participants. Our structured legislative datasets, decades of domain expertise, a deep understanding of how policy outcomes actually develop give us a foundation for more precise contract specification and more defensible resolution frameworks, advantages that new entrants will find very difficult to replicate. In March, we entered a strategic partnership with Goodwill Studios to develop and monetize political prediction content and interactive products, and we expect to launch an initial offering mid-year. These products are distinct from prediction markets themselves, but are designed to engage users in the same ecosystem through formats that may include gaming, content, and interactive forecasting. Unlike exchange-operated prediction markets, They do not carry the same regulatory requirements, and they will create new engagement opportunities for our thousands of existing customers as well as new users, opening monetization models that are additive to our existing lines of business. The prediction market opportunity is attractive because the primary inputs are data assets, analytical models, and institutional relationships already exist. We're not making a capital-intensive bet. We're applying assets that we have already built to a market that is growing rapidly around us. The long-term prize here is significant. Political and policy risk is one of the last major categories of risk that has not yet been systematically priced by financial markets, and that is changing fast. And as this ecosystem matures, our role as a trusted intelligence layer should become increasingly valuable. I also want to address fiscal notes listing situation directly. Trading of our Class A common stock was suspended from the New York Stock Exchange on March 25th. The delisting itself has had no impact on our day-to-day operations or our ability to serve customers. But restoring our listing on the national exchange remains a clear priority, and we're actively working toward that goal. In the interim, we have applied to uplist to the OTCQB venture market. an important intermediate step that carries higher disclosure and governance standards and enables participation from a broader subset of institutional investors. We expect this transition in the near term, subject to OTC markets approval. In conclusion, Fiscal Note today is a fundamentally transformed organization. We're focused on our mission, more profitable in our operations, and strategically positioned to compete and grow in new large markets with powerful tailwinds. When I look at the assets we've built, the opportunities in front of us through APIs, product-led growth, and prediction, and the trajectory of our profitability transformation, I'm confident in our strategy and in the strength of this team. We expect to be free cash flow positive on a next 12-month basis and to remain so going forward. We expect the API and MCP business to become a growing contributor as adoption expands. And we expect our role in the political prediction market ecosystem to become increasingly valuable as the market matures. Taken together, this is a company that is more focused, more profitable, and better positioned than it was a year ago. And we're moving with urgency to capture the opportunity in front of us. 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 Fiscal Notes first quarter 2026 earnings call. Before turning to the financial results, I'll briefly highlight a few updates since year end. As Josh mentioned, and as previously disclosed in our 8K filing, following the delisting of our Class A common stock from the New York Stock Exchange, Our shares and warrants now trade on OTC markets under the symbol N-O-T-E and N-O-T-E-W-S. Importantly, our operations remain unchanged, and we continue to focus on disciplined execution, efficiency, and clear pathways to return to sustainable long-term revenue growth and increased margins. And with that, I will turn to financial results. First quarter, 2026 results. Total revenue for Q1 2026 was $20 million, within our guidance range of $20 to $21 million. Subscription revenue continues to be the foundation of our business and represents 95% of total revenue for the quarter, reinforcing the durability and predictability of our recurring revenue model. Non-subscription revenue was $1 million, lower than the prior year, primarily due to the timing of advisory engagements and a decline in the advertising revenues. As of the end of the first quarter, annual recurring revenue, or ARR, was $75.7 million. This decline from $84.1 million at year end was primarily driven by the loss of a small number of large customers who did not transition to our PolicyNote platform, along with ongoing federal spending headwinds related to DOGE and previously discussed revenue timing dynamics. On an organic basis, excluding divested businesses and discontinued products, subscription revenue declined approximately 11% year over year. Net revenue retention was 89% for the quarter, compared to 93% in Q1 of 2025, reflecting the same retention challenges and the federal headwind factors already incorporated into our revenue guidance. The gap net loss for the first quarter was $43.6 million, which includes a non-cash goodwill impairment charge of $35.6 million recorded during the quarter. Excluding this charge, gap net loss was approximately $8 million. Adjusted EBITDA for the first quarter was $1 million, in line with our guidance. Adjusted EBITDA margin was 5.1% compared with 10.1% in Q1 of 2025, with the year-over-year margin compression primarily reflecting the revenue decline occurring ahead of the full realization of cost savings from actions implemented towards the end of the first quarter. Those actions are progressing as planned, and we are already driving meaningful improvements in our operating cost structure. including a net reduction of approximately 37 full-time equivalent employees during the quarter, bringing total headcount to approximately 370 as of March 31st, 2026. We expect these cost initiatives to more fully benefit margins in the coming quarter, which we will address further in our guidance. On a year-over-year basis, cost of revenues, including amortization, was $4.2 million. a decrease of 41% compared with $7 million in Q1 of 2025, primarily reflecting lower amortization of capitalized software development costs, as well as the impact of divested businesses. Research and development expense was $2 million, down 34% from $3.1 million, reflecting workforce reductions in the impact of divested businesses. Sales and marketing expense was $5.7 million. a decrease of 26% from $7.8 million, reflecting the impact of divested businesses and a more focused go-to-market approach. Editorial expense was $3.6 million, a decrease of 25% from $4.8 million, primarily reflecting the impact of business dispositions. General and administrative expense was $9.5 million, a decrease of 42% from $16.3 million, reflecting lower personnel costs, significantly reduced transaction integration expenses, and the absence of divested business overhead. GAAP gross margin was 79% for the quarter, and adjusted gross margin was 87%, consistent with prior periods and reflecting the strong underlying economics of our subscription platform. Turning to the balance sheet, At March 31st, 2026, cash, restricted cash, and short-term investments totaled $26.5 million, essentially flat with year-end. Operating cash flow was positive at $3 million for the quarter, primarily reflecting the benefit of seasonal renewal activity in the first quarter. While this performance highlights the underlying cash-generating characteristics of the business, it is important to view it in the context of normal first-quarter seasonality. and we expect to achieve positive free cash flow on a trailing 12-month basis at the end of the first quarter of 2027. In other words, over the next 12 months. Our debt outstanding, excluding fair value adjustments, was $131.9 million at March 31st, 2026, compared with $136.2 million at year end. Outlook for 2026. Over the past several quarters, we've taken significant actions to reduce organizational costs, drive operating efficiencies, and consolidate our platforms and complete the divestiture and non-core assets. Our streamlined cost structure and strong adjusted gross margins provide a more efficient foundation as we continue to align the business for improved performance. As we move forward, our priorities are focused on driving adoption of deeper engagement with a policy note platform, expanding the delivery of our proprietary data through new channels, including APIs and emerging agentic workflows, enabling customers to embed our insights directly into their operations, building pipeline momentum across both existing and new markets, and continuing to enhance operating leverage through discipline cost management, AI adoption, and ongoing platform consolidation. We are not updating our full year 2026 revenue guidance of $80 to $83 million or adjusted EBITDA guidance of $14 to $16 million this time. Our adjusted EBITDA margin trajectory throughout the year is expected to improve materially from Q1's 5.1% as we realize the full annualized benefit of our headcount and cost actions in subsequent quarters. For the second quarter of 2026, we expect gap revenue between $19.5 and $20.5 million and adjusted EBITDA of approximately $2.5 million. Finally, I want to address our past deposit of free cash flow. Based on the operating improvements we are implementing and our current outlook for revenue and profitability, we expect fiscal note to achieve trailing 12-month positive free cash flow by the end of the first quarter of 2027 and to remain free cash flow positive thereafter. This objective remains a priority based upon our streamlined operating structure, continued margin expansion, and disciplined capital management. To summarize, Q1 2026 results were in line with guidance, reflecting our continued cost discipline and solid execution. As we move through 2026, we remain focused on driving operating leverage, increasing adoption of the PolicyNote platform, maintaining disciplined financial management, as we progress towards sustainable profitability and positive free cash flow. At the same time, we are advancing new revenue opportunities, including in the prediction markets and through non-platform offerings, such as our agentic APIs. We are also actively working to address our capital structure and remain committed to transparent communication with our stakeholders throughout the process. With that, I'll turn the call back to the operators so we can begin the Q&A session.

Thank you. At this time, I would like to remind everyone in order to ask a question, please press star followed by the number one on your telephone keypad. We'll pause for a moment to compile the QA roster. Again, should you have a question, please press star one. Our question comes from the line of Richard Baldry from Ross Capital. Please go ahead.

Thanks. Sort of a technical question on the balance sheet, but the long-term debt moved up to the current side. I think that has something to do with the delisting thing. If you moved over to the OTC, you know, does that satisfy the listing requirement codicils or, you know, can you walk us through sort of where you're at on the discussions with the debt holders? Thanks.

Sure, Rich. It's John, and thank you for the question. So the movement off in the New York Stock Exchange did create a noncompliance event with certain subordinate convertible note holders. We have since entered into arrangements with them that gives us time to kind of come up with a longer-term solution. But because that's not finalized, we have to classify all the debt in the – It's current, but we are, as I said, working towards a amenable solution to all of our creditors, and we'll report out when the time comes when we have kind of a path forward.

Great. And we talk about the net retention number came down in the quarter. If you talk about sort of early trends in the Q2,

know if there's any changes to that uh or improvements to that that you've seen um sure we spoke about um kind of the attrition of a couple of large customers and those had a disproportionate effect on the calculation of net retention in the first quarter um the first quarter is a quarter where we have a fair amount of renewal and um it that that had an impact we um You know, fully, you know, can't report on the second quarter yet, but it would be, you know, we feel good about that being in line with historical levels and where it needs to be in order for us to affirm our guidance for the year.

I guess last for me, the guidance for Q2 would either be, you know, down half a million or up sequentially half a million, and the difference on sentiment would be pretty marked. You're talking about what the key factors are to determine whether we've set a floor or whether we could start climbing or we don't know if we set a floor yet on the revenues. Thanks.

You know, we have a lot of visibility into the revenue for the remainder of the year because of the nature of the recurring revenue contracts. We have certainly a lot of initiatives in place to stabilize and secure revenue. And Josh talked about a couple of the new initiatives, particularly around APIs and ultimately around the prediction markets as well. But most importantly, the migration of customers to the policy note platform is a stabilizing event for our customer base and should have very positive impact on net retention, gross and net retention. So going forward, it's hard to say exactly when we hit the last kind of dollar decline, but we feel good about numbers moving up sequentially across the course of the year.

Hey, Rich. Hey, Josh. I was just going to add just also you can be thinking about the API initiative that we have. We are seeing good, strong demand for the APIs, both at an enterprise level and from a product-led growth perspective in terms of sign-ups. We're just getting straight to the website. So that's something that we're looking at to help support that growth going forward as well.

Got it. Thanks for answering our questions. Thank you. Thank you.

Thank you. There are no further questions at this time. This concludes today's conference call. Thank you for your participation. You may now disconnect. Have a good evening.