NOTE - NYSE

Good evening. My name is Pam and I will be your conference operator today. At this time, I would like to welcome everyone to the FiscalNote Holdings Incorporated First Quarter 2025 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. [Operator Instructions] Thank you. With that I would now like to turn it over to the company to begin the conference.

Good evening. My name is Bob Burrows, Investor Relations for FiscalNote and we are pleased you all could join us. The purpose of today's call is to discuss FiscalNote's first quarter 2025 financial results and guidance for both the full year and second quarter of 2025. Joining me with prepared comments are Josh Resnik, CEO and President; and Jon Slabaugh, 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 and related current report on Form 8-K are available on 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 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 both of which are available on the Investor Relations portion of our website 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. Once again I refer you to the earnings release or the updated corporate deck for definitions of these important metrics. And with that, I'd like to turn the call over to FiscalNote's CEO and President, Josh Resnik. Josh?

Thank you, Bob for that introduction, and thank you to everyone joining us this evening. I'm pleased to be here to provide key updates on FiscalNote, including our first quarter 2025 financial results and insights on what lies ahead. We're maintaining the disciplined approach we established last quarter staying focused on managing the business with clarity and rigor. As the business evolves, our core pillars remain unchanged even as we shift emphasis between them to best support our growth and overall performance. As a reminder, we are guided by three key objectives: one, consistent and rapid expansion of adjusted EBITDA margins; two, prudent management of debt and a sustained acceleration towards positive free cash flow; and three, building a resilient foundation for profitable durable growth. Let me walk you through where we stand on each. First, regarding adjusted EBITDA. We are pleased to report adjusted EBITDA of $2.8 million in the first quarter of this year exceeding expectations. Our continued focus on streamlining the business prioritizing initiatives that are primed for sustainable growth and driving efficiency across the organization is improving operating leverage and driving expanded adjusted EBITDA margins and adjusted EBITDA. Notably our adjusted EBITDA margin in Q1 was 10% as compared with 4% for the same period one year earlier. These consistent gains reflect our disciplined steadfast approach and we expect to consistently grow adjusted EBITDA over time. Second, on managing our debt and accelerating the path to positive free cash flow. Achieving sustainable free cash flow is a top priority and we are fully committed to reaching that goal consistently and reliably just as we've done with adjusted EBITDA. In addition to our operational improvements, we've made deleveraging a central focus, reducing our senior term loan by $96 million since December 31, 2023. As a result, our cash interest expense has declined from $5 million per quarter to $2 million. The combined impact of greater efficiency and significant debt reduction is propelling us rapidly towards positive free cash flow. For the 12 months ending March 31, 2025, as compared with the same period two years earlier, we have improved trailing 12-month free cash flow by more than $70 million. This has been a steady improvement regardless of circumstance. And as a result, positive free cash flow is within reach. The third pillar, growth is where we're in the midst of a meaningful transition. I'll briefly recap where we've been, explain where we are now and highlight what that means for where we're going. And as I did last quarter, I'll also provide more context and metrics to show what's driving our outlook and why we remain confident in future growth despite recent challenges. Q1 results tell two stories. We beat revenue expectations for the quarter with $27.5 million. However, as anticipated we have not yet resumed ARR growth. I want to be clear, we are reaffirming our full-year revenue guidance. As we've said before, the first half of 2025 was expected to be a period of transition, two months ago on our 2024 year-end call, I explained that our guidance for full year 2025 reflected a slow start to the year, partly due to execution shortfalls at the end of 2024. So it's no surprise to see this reflected in our Q1 ARR. On that same call, I also shared that we had taken swift action and implemented key management changes. Since then hands-on leadership has driven real progress particularly in better pipeline development and operational focus. Pipeline grew notably in Q1 following these changes and that momentum has accelerated significantly over the past 10 weeks. I'll point to a couple of interesting highlights within that. First, as I noted in March, inbound demand has been strong. In Q1 total inbound pipeline rose 20% compared to the same period last year, driven by intensifying regulatory complexity and strong interest in policy note. Second, we're seeing strong traction in Europe where targeted investments and management changes helped us double pipeline creation in Q1 compared to the same period in 2024. Of course that pipeline needs to move through the funnel and convert and that takes time. But these are clear encouraging signs for the trajectory of the business. Moreover, the work we're doing to accelerate product innovation will support conversion and retention over time. To that point, we remain extremely confident in the strength of the new PolicyNote platform, and in how our commitment to product-led growth is shaping how we operate. We publicly announced PolicyNote in January. With PolicyNote, we're not simply iterating. We'll be fundamentally transforming the user experience by consolidating our global-to-local data, proprietary insights, and AI into one powerful platform. The response so far has been exciting. And we're already seeing a clear, positive impact on the user experience. As an example, for an initial cohort of highly at-risk customers that we migrated from our legacy platforms, engagement levels have increased significantly. 75% of those accounts are now healthy in light of significantly higher levels of activity, and more than a third are what we consider power users. Beyond that cohort, I also want to offer a deeper look at how we evaluate usage across all accounts. For instance, we track how frequently customers are using the platform to get the core information they need. One key metric here is search frequency, how often users are actively searching for information. And we're seeing results that not only surpass our legacy platforms but also exceed or meet relevant industry benchmarks. We also look at how effectively the platform moves beyond information into insights. This includes tracking how customers engage with our AI tools to drive deeper insights. And again, we're seeing strong adoption and very high-levels of activity. We closely monitor these and many other metrics in great depth. While there's a limit to the level of detail I can offer in the context of today's call, I wanted to highlight how we think about engagement and the type of results that we're seeing because these are very promising signals and these behaviors are critical drivers of long-term retention and renewals. As encouraging as our usage data is, the product-led transformation at FiscalNote extends well beyond the engagement metrics. We've meaningfully accelerated our pace of innovation, consistently rolling out new features and enhancements that improve the user experience and expand the value of the platform. Since launching PolicyNote, we've rolled out numerous additional enhancements and 15 major new features, including an executive orders widget with automated, AI-powered insights, intelligent alert management, a bill similarity algorithm, and more. This is integral to how our product and engineering teams are now operating under new leadership increasing productivity, re-architecting the sprint structure, and implementing and tracking key velocity metrics. This pace of innovation is critical. It demonstrates to customers and prospects that PolicyNote is not only powerful, but it's evolving quickly to meet their needs in the midst of a rapidly changing environment. Here's a clear example. On April 2, President Trump announced sweeping tariffs with significant implications for global trade. Organizations of all types and sizes needed a way to assess the ramifications and respond. Just two weeks later, on April 16, we launched a new tariff tracker in PolicyNote, enabling customers to identify, understand, and manage the business impact. That's an exceptionally fast turnaround for a feature of this complexity and importance. Equally important, this level of execution extends beyond product and engineering. It reflects tighter, more aligned execution across the business. Our go-to-market teams were fully in sync with product. And on the very day we launched the Tariff tracker, they set nearly 200 meetings and generated close to $1 million in new pipeline, which already is turning into new wins. This is how we will drive growth, consistent high-velocity product innovation paired with disciplined, high-impact go-to-market execution. We're encouraged by the engagement we're seeing with PolicyNote, and more broadly, by the tangible impact of our accelerated pace of innovation. A strong indicator of customer confidence is the growing volume of multi-year deals. Clients won't commit to multi-year contracts unless they have conviction in the quality of the insights, the strength of the platform and the credibility of the product road map. In Q1, even in the midst of a volatile economic environment, new corporate customers committed to multi-year agreements for our Policy Insights at more than double the rate of a year ago as measured by ARR. Mathematically, this will have a direct impact on gross retention and revenue in 2026. Beyond that, it's a clear signal of trust, not just in what we've built today, but in our ability to keep delivering meaningful innovation in the long run. In summary, we continue to excel at the operational discipline that has driven consistent growth in adjusted EBITDA, accelerated our path to positive free cash flow and laid the groundwork for sustained growth in the future. Where stronger execution has been needed, we've acted decisively and the improvements are already taking hold. We're thrilled with the progress with PolicyNote, the rapid acceleration of product innovation and our success in translating that into real commercial momentum. These are the building blocks of long-term success. We are reaffirming our full year guidance, even notwithstanding our latest asset sale because we see clear progress and have strong conviction in our execution. Looking beyond this year, I remain deeply confident in the future we're building at FiscalNote. With that, I'll turn the call over to Jon to take us through our Q1 2025 financial results. Jon?

Thank you, Josh. Good evening, and thank you for joining FiscalNote's first quarter 2025 conference call. As Josh mentioned, we're pleased to announce that we exceeded both our revenue and adjusted EBITDA guidance for the quarter. Let me dive into some of the key drivers behind our performance. Total revenue for Q1 2025 was $27.5 million, above our forecast of $26 million to $27 million. When compared to the prior year, revenue was $4 million lower, primarily due to the divestiture of Board.org and Aicel in 2024. Subscription revenue remains the cornerstone of our business. It accounted for 92% of our total in-quarter revenue, consistent with our historical trends. Our focus on the core policy business, together with the launch of the migration to PolicyNote should help maintain these high contributions from subscription revenues going forward. Turning to our key performance metrics. As of Q1 2025, annual recurring revenue was $88 million versus $94 million in 2024 on a pro forma basis after adjusting for the impact of the Aicel, Board.org, Oxford Analytica and Dragonfly divestitures. As Josh said previously, we expect PolicyNote to have a meaningful positive impact on 2025 as it unfolds. We are planning for ARR growth from this level in the second half of 2025. For the first quarter of 2025, net revenue retention was 93% versus 96% in the prior year. While a disappointing outcome, it reflects the underperformance at the end of 2024 that we have previously discussed and believe we have addressed going forward. We remain focused on improving this important metric over time, through continued product innovation. Principal operating expenses in Q1 2025, continued the trend of year-over-year decreases, reflecting the continuing benefits of ongoing efficiency measures initiated in 2023, advanced in 2024 and continuing into 2025. We also realized cost savings following the 2024 divestiture of Board.org and Aicel and anticipate realizing further cost savings in 2025 from the Oxford and Dragonfly divestitures. We also realized additional savings from sunsetting a few additional non-core products. Factoring in the impact of those various initiatives, Q1 2025 cost of revenues decreased by $200,000 or 3% versus the prior year. R&D decreased by $400,000 or 11% and sales and marketing decreased by $1.6 million or 18%. As for G&A, while we saw a slight increase of $200,000 or 1%, it's important to point out that approximately $3 million of non-cash M&A-related costs were recorded in G&A during the quarter. Excluding these one-time noncash items G&A would have reflected a reduction. Taken together total Q1 2025 operating expenses fell by $2.3 million or 5% versus the prior year. On a pro forma basis, excluding non-cash charges and the impact of the 2024 divestitures OpEx decreased by approximately $4 million or 14%. Gross margins in Q1 2025 was 75%, 200 basis points lower than the prior year on a GAAP basis primarily due to sunset products in the quarter and higher amortization expenses related to the new PolicyNote platform. Adjusted gross margins improved to 87% in Q1 2025, as compared to 85% in the prior comparable quarter. The GAAP net loss for Q1 2025 was $4.3 million, and not meaningfully comparable to the prior year due in part to the large Board.org gain on sale recognized in Q1 of 2024. Adjusted EBITDA was a positive $2.8 million, higher than the prior year above our guidance of approximately $2 million and the seventh consecutive quarter of positive performance for this important profitability metric. The improvement to adjusted EBITDA even after the pro forma impact of the divestiture of Board.org and Aicel, is the result of actions we've taken to improve operating efficiency, streamline the product portfolio and reduce the overall cost structure of the business. In the coming quarters, we will continue to focus on increasing operating leverage and realizing additional efficiencies across the business, while steadily expanding the top line through our product-led revenue strategy that we just initiated this quarter. Cash and cash equivalents including short-term investments at the end of Q1 2025, were $46.9 million. This is an increase over both prior year and year-end 2024 balances, driven primarily to the influx of cash stemming from seasonality in the Oxford Analytica and Dragonfly, divestiture which closed on March 31. In Q1, we continued reducing overall indebtedness and ended the quarter with a senior term loan balance of $62 million versus the year-end 2024 balance of $89 million, a significant reduction and one reflecting our commitment to delever the capital structure through a deliberate and targeted campaign to simplify the product mix and focus on our core 4,000 top-tier customers across the globe. The senior term loan will be further reduced by the recently announced sale of our Australian-based subsidiary TimeBase. Finally let me provide guidance. We are reaffirming our full year 2025 revenue forecast in the range of $94 million to $100 million and adjusted EBITDA in the range of $10 million to $12 million. As Josh referenced, we are not making reductions to our guidance as a result of the pending sale of our Australian subsidiary. This speaks to the resilience of our streamlined and effective operating model and product-led growth strategy. And for continued pacing across the year, we are forecasting second quarter 2025 revenues in the range of $22 million to $24 million and adjusted EBITDA of approximately $2 million. In summary, our business continues to reflect increasing strength and resilience. Our streamlined and disciplined operating plan is focused on innovation that will become increasingly valuable to our customers in navigating today's 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 continue our efforts to prudently manage our cash by controlling CapEx, reducing cash interest expense and managing operating expenses, all in pursuit of accelerating the path to positive free cash flow and sustainable growth. 2025 is an important year for this company. And thus far we are tracking across the board towards reestablishing a clear and definitive path for durable growth and profitability and value creation. That concludes my prepared remarks. I'll turn it over to the operator to begin the question-and-answer session. Operator?

[Operator Instructions]. Your first question comes from the line of Glenn Mattson with Ladenburg Thalmann. Please go ahead.

Hi, everybody. Thanks for taking the question and congrats on the results. So just curious about the sales force and the sales function. You mentioned in the back half of 2024 there was some disruption in that process perhaps due to some cuts in that area. It seems like it's getting back on track now. Can you just give us a sense of the go-to-market and how that's evolving over time?

Sure, Glenn. This is Josh. I can address that. So yes, the changes that we're talking about towards the end of Q4 were less about reductions that we've made and more really just about execution issues that we saw out of management. So we've restructured and replaced management. And what we're seeing now is much better execution and it's really much better execution throughout the funnel. So in addition to what we're seeing from the inbound, where I mentioned that we've seen increased interest and demand, our outbound is functioning much better. We're building a much stronger pipeline. And we're seeing that connection point, as I mentioned, between the go-to-market teams and the product teams as well. So as we're bringing the product along, as we're driving more product innovation, we're turning that innovation into commercial results much more quickly as well. So that's really what we're talking about there.

Great. That’s helpful. And on PolicyNote, you pointed to a lot of interesting anecdotal evidence around the acceptance and uptake. Can you give us a sense of what sample size we're talking about and just the expectation still of the time frame for when you hope to have everyone converted over to that platform?

Yes, sure. Glenn, happy to do that as well. So, we are working to migrate our core customers over time. We expect to have all of our core customers, the ones who are using us for policy data insights, et cetera, on the new platform sometime next year. We're accelerating migration as much as possible now in light of the early results. We plan to be in a position to start deprecating actually to start deprecating platforms this year for sure to be in position to deprecate at least one of the larger legacy platforms later this year. So we're working on getting those customers on there at scale right now. And like I mentioned, we've been really encouraged by the progress that we're seeing. We’ve migrated -- so I mentioned a couple of different cohorts that we've done. I can't give you exact numbers in terms of number of customers but we're really confident in the share of customers that we have right now, meaning we're confident that what we see represents a broad enough slate of the types of customers who should be on there that they're using them at high enough scale where we understand validity of the data and such and where we're really starting to have an impact on what we can do from both a new logo standpoint and a retention standpoint as well.

Great. Josh, that’s very helpful. Thanks. I’ll jump back in the queue.

Thank you.

Your next question comes from Jesse Sobelson with D. Boral Capital. Please go ahead.

Hey guys. Really just want to reiterate this is a great quarter. The reiteration of guidance is really great news here. We can really see the shift turning and it sounds like PolicyNote is really gaining some great traction to help drive this confidence in the second half ARR rebound. I just wanted to kind of ask on a clarification piece here. On the numbers piece the revenue guidance for second quarter is $22 million to $24 million, and it's a little bit below Q1 levels. I just wanted to confirm that the primary driver of the sequential decline was the recent transactions that you've done with Dragonfly and Oxford. Is that correct?

Sure. Jon, do you want to address that?

Hi Jesse. I'm sorry about that. Phone problem. Josh, did you answer the question?

Yes, Jon, you can go ahead.

Okay. Thanks for the question, Jesse. It's Jon. You're correct. The difference would be solely attributable to the revenue that we recognized in the first quarter from the divested businesses Dragonfly and Oxford. And there'll be details breaking out the pro forma in the filings that are coming out later.

Great. Just confirming, it sounds like the business is stabilizing here. Another housekeeping one for me is just when it comes to the balance sheet, there was this additional sale of -- I think it's a time policy. I apologize for the exact name. I don't have it in front of me, but just where exactly are we with the balance sheet today and any anticipated cash that's supposed to come in from transactions and what the debt balance is just to make sure on a pro forma basis, I'm in the right ballpark here.

Sure. So from the balance sheet that will be coming out shortly, we did announce a transaction. We entered into a transaction with Thomson Reuters to sell a division operating in Australia. It is a smaller division, and we disclosed the purchase price to be in the neighborhood of $6.5 million. And I would pencil in about half of that going to reduce debt after taxes, fees and expenses related to the transaction.

Okay. Great. And then just a bigger picture here. It seems that the Board continually reviews some strategic options to maximize shareholder value. I'm just kind of curious if you guys can share any updates on framework criteria being used to evaluate any outcomes. And if there's anything -- if we're still considering asset sales here or if the product portfolio is where we should expect it to be today? Thank you.

Josh, do you want to take that?

Yeah. Yeah, I can take that. So yeah, thanks for the question on that, Jesse. I would just say there, there's not too much we can say about Board activity beyond what's been said publicly. So I'll just essentially reiterate that the Board is, of course, constantly considering ways in which to maximize value of the company. And so that's really the long and short at the end of the day in terms of what I can say there. In terms of future divestitures, I would say that you've seen a majority of what there is from the portfolio. That's not to say that there wouldn't be future opportunities as well. And again, we'll consider what opportunities there may be down the road as well.

Great. Thank you for taking my questions.

Your next question comes from Mike Latimore with Northland Capital Markets. Please go ahead.

Thank you. Congrats on the great results there. Nice to hear the pipeline is growing here. I guess, can you give a little more detail on what you're seeing in the pipeline? Is that coming from upsells, cross-sells, new logos, any particular verticals? And is it -- yes, I guess that would be a starting point.

Sure, Mike. Happy to address that. So when I'm talking about the increase in pipeline, really, what I'm talking about is two different pieces to it. So one is inbound pipeline, so new logo, and that would be across sectors, and that's reflecting, I think, a higher focus in light of regulatory complexity as well as interesting policy note. And then in terms of outbound pipeline, again, what I'm referring to there is around new logo. And again, it actually cuts across different sectors as well. So it's not just one particular area. We are seeing -- as I've mentioned in my remarks, but also we've talked about on previous calls, we are seeing continued high level of interest and demand in Europe in particular. But what I'm referring to when I'm talking about pipeline is really across the board, but mostly focused on new logo.

Got it. And then in terms of just the federal sector particularly U.S. government, a lot of changes there. It seems like you quickly can also offer new products that enable your customers to understand those changes at the same time. But can you just talk a little bit about the health of the federal vertical here? And yes, I guess just your view on the health of the federal vertical.

Sure Mike. Happy to do that. So, yes, I mean certainly as you're alluding to right there's volatility in the federal market unlike anything that there's been previously. We've seen some of that volatility, nothing material for us. Where we have had issues unrelated to our specific products just part of some of the shifts within government itself, re-staffing, budgets being in question et cetera. There's been -- we do see opportunity in the federal sector as well. Our products do help organizations be more efficient. So, we estimate that the government saves $10 for every dollar that they spend with us. So, we actually think there's opportunity to drive more value over time. And then we also see -- again, as you alluded to as well, a need for the type of information and insights that we provide. And again especially as there's more and more interest in platforms and AI as a focus to drive efficiency and drive insights and information, we believe that's something that plays to our favor in the long run.

Great. And just last one I guess kind of on a similar topic. You announced you hired an advisor that came from Palantir, I'm just kind of curious what is he focused on?

So, yes, we actually did engage him to focus on federal government. So, someone who has driven significant federal contracting, leveraging AI platforms in the past, we brought him in to provide advice and support for our commercial teams as we think much more about our opportunities in that sector. And he's provided our teams with some helpful insights.

Okay, very good. Congrats again. Thanks a lot.

Thanks Mike.

[Operator Instructions] The next question comes from

Hi, good afternoon. Thanks for taking my questions. Really, Josh, my one question is just focused on your confidence in a lot of this new pipeline continuing to progress and getting across the finish line in terms of new deals. I'm just curious on kind of the typical pace we should be expecting and how you're making those assumptions when making a return to year-over-year ARR growth in the coming quarters?

Sure

Understood. That's helpful. And just my one follow-up question is around the level of multi-year deals that you're now seeing. I mean can you give us a little more insight into that? And is that part of the new go-to-market transformation? Do you have a bigger emphasis on trying to secure these multi-year contracts with customers?

So yes, that's a great question,

Understood. Well, thanks for taking our questions and best of luck with the rest of the quarter.

Thank you,

There are no further questions at this time. Mr. Burrows, I turn the call back over to you for any closing remarks.

Thank you, Pam. That concludes our call this evening. We appreciate everyone's participation on today's call. With any additional questions, please contact any of us. Again, all materials related to the company's first quarter 2025 financial results are available on the FiscalNote website. We look forward to speaking with all of you again in the future. Goodbye.