[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) [Registrant Information](index=1&type=section&id=Registrant%20Information) Details FiscalNote Holdings, Inc.'s identification for the Form 10-Q filing, including incorporation, file number, and NYSE-listed securities Registrant Information Details | Detail | Value | | :--- | :--- | | Filing Type | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | | Quarterly Period Ended | June 30, 2025 | | Registrant Name | FISCALNOTE HOLDINGS, INC. | | State of Incorporation | Delaware | | Commission File Number | 001-396972 | | IRS Employer Identification No. | 88-3772307 | | Principal Executive Offices | 1201 Pennsylvania Avenue NW, 6th Floor, Washington, D.C. 20004 | | Registrant's Telephone Number | (202) 793-5300 | | Class A Common Stock Trading Symbol | NOTE (NYSE) | | Warrants Trading Symbol | NOTE.WS (NYSE) | | Filing Compliance (13/15(d)) | Yes | | Interactive Data File Submission | Yes | | Filer Status | Accelerated filer, Smaller reporting company, Emerging growth company | | Class A Common Stock Outstanding (as of Aug 4, 2025) | 163,909,082 shares | | Class B Common Stock Outstanding (as of Aug 4, 2025) | 8,290,921 shares | [Table of Contents](index=2&type=section&id=FORM%2010-Q%20TABLE%20OF%20CONTENTS) [Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) Advises readers that the report contains forward-looking statements, highlighting factors that could cause actual results to differ materially - Forward-looking statements are identified by terms like 'believes,' 'estimates,' 'anticipates,' 'expects,' and cover future operations, financial condition, liquidity, growth strategies, and market position[8](index=8&type=chunk) - Key risk factors include concentration of revenues from U.S. government agencies, ability to achieve organic growth, future capital requirements and debt compliance, demand for services, impact of cost reduction initiatives, and risks associated with international operations[8](index=8&type=chunk) - Other risks involve the ability to introduce new features and maintain data accuracy, reliance on third-party systems, potential technical disruptions or cyberattacks, competitive pressures, compliance with laws (especially AI and data privacy), retention of key personnel, and adverse economic conditions[8](index=8&type=chunk) [PART I. Financial Information](index=6&type=section&id=PART%20I.%20Financial%20Information) [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Presents FiscalNote's unaudited condensed consolidated financial statements, including balance sheets, income statements, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, detailing assets, liabilities, and equity at specific reporting dates Balance Sheet Summary (in thousands) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $34,009 | $28,814 | | Total current assets | $56,672 | $57,187 | | Goodwill | $139,776 | $159,061 | | Total assets | $288,349 | $326,197 | | **Liabilities** | | | | Total current liabilities | $45,432 | $51,253 | | Long-term debt, net of current maturities | $116,748 | $147,041 | | Total liabilities | $190,535 | $228,366 | | **Equity** | | | | Total stockholders' equity | $95,095 | $97,831 | | Total liabilities, temporary equity and stockholders' equity | $288,349 | $326,197 | - **Total assets decreased by $37.8 million** from December 31, 2024, to June 30, 2025, primarily due to a reduction in goodwill and customer relationships[13](index=13&type=chunk) - **Total liabilities decreased by $37.8 million**, driven by a significant reduction in long-term debt[13](index=13&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) Provides the company's financial performance, including revenues, operating loss, net income (loss), and EPS for the periods Statements of Operations and Comprehensive Income (Loss) Summary (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $23,264 | $29,246 | $50,775 | $61,358 | | Operating loss | $(7,427) | $(7,956) | $(21,189) | $(19,400) | | Net (loss) income | $(13,271) | $(12,764) | $(17,521) | $37,835 | | Basic and Diluted EPS | $(0.08) | $(0.09) | $(0.11) | $0.28 | - **Total revenues decreased by 20.5%** for the three months ended June 30, 2025, and by **17.2%** for the six months ended June 30, 2025, compared to the prior year periods[17](index=17&type=chunk) - Net loss increased slightly for the three-month period (**4.0% YoY**) and significantly for the six-month period, moving from a net income of **$37.8 million** in 2024 to a net loss of **$17.5 million** in 2025, primarily due to a lower gain on sale of business in 2025[17](index=17&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) Details changes in the company's equity, including common stock, additional paid-in capital, and accumulated deficit Stockholders' Equity (Deficit) Summary (in thousands) | Metric (in thousands) | Balance at December 31, 2024 | Balance at June 30, 2025 | | :--- | :--- | :--- | | Class A Common Stock (Amount) | $15 | $16 | | Additional paid-in capital | $899,929 | $914,362 | | Accumulated deficit | $(806,899) | $(824,420) | | Total stockholders' equity | $97,831 | $95,095 | - **Total stockholders' equity decreased by $2.7 million** from December 31, 2024, to June 30, 2025, primarily due to the net loss incurred during the period, partially offset by increases in additional paid-in capital from stock issuances[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities for the reporting periods Cash Flow Summary (in thousands) | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,895) | $(988) | | Net cash provided by investing activities | $36,795 | $86,951 | | Net cash used in financing activities | $(28,817) | $(71,825) | | Net change in cash, cash equivalents, and restricted cash | $5,199 | $14,027 | | Cash, cash equivalents, and restricted cash, end of period | $34,653 | $31,327 | - Cash used in operating activities increased by **$1.9 million** in the first six months of 2025 compared to 2024[21](index=21&type=chunk) - Net cash provided by investing activities decreased significantly from **$86.9 million** in 2024 to **$36.8 million** in 2025, primarily due to lower cash proceeds from business sales[21](index=21&type=chunk) - Net cash used in financing activities decreased from **$71.8 million** in 2024 to **$28.8 million** in 2025, mainly due to lower principal payments of long-term debt[21](index=21&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations of significant accounting policies, business combinations, revenues, dispositions, and other financial statement items [Note 1. Summary of Business and Significant Accounting Policies](index=10&type=section&id=Note%201.%20Summary%20of%20Business%20and%20Significant%20Accounting%20Policies) Describes FiscalNote's AI-driven policy intelligence business, consolidation principles, liquidity, and key accounting policies, including recent debt refinancing impacts - FiscalNote is a leading provider of AI-driven policy and regulatory intelligence solutions, helping customers manage political and business risk[23](index=23&type=chunk) Liquidity Snapshot (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash, cash equivalents, restricted cash, and short-term investments | $39,200 | $35,300 | | Negative working capital (excluding cash/short-term investments) | $(27,900) | N/A | | Accumulated deficit | $(824,400) | $(806,900) | | Net losses (excluding gain on sale of businesses) (Six Months) | $(32,900) | $(33,800) | - The company has implemented cost-saving measures, improving cash used in operations by approximately **$67 million** over the past two years[28](index=28&type=chunk) - A recent debt refinancing (2025 Senior Term Loan) is expected to provide adequate cash and cash flows for the next twelve months, with financial covenants including minimum cash, ARR, adjusted EBITDA, and capital expenditure limitations[29](index=29&type=chunk)[30](index=30&type=chunk) - Revenues from the U.S. Federal Government accounted for **18%** and **17%** of total revenues for the six months ended June 30, 2025 and 2024, respectively[41](index=41&type=chunk) [Note 2. Business Combination with DSAC](index=14&type=section&id=Note%202.%20Business%20Combination%20with%20DSAC) Details the July 2022 reverse recapitalization with DSAC, establishing New FiscalNote and its NYSE listing - Business Combination completed on July 29, 2022, with Old FiscalNote becoming a wholly owned subsidiary of DSAC, which was renamed FiscalNote Holdings, Inc[46](index=46&type=chunk) - The transaction was accounted for as a reverse recapitalization, with Old FiscalNote as the accounting acquirer, meaning DSAC's net assets were recorded at historical cost with no goodwill or other intangible assets[46](index=46&type=chunk) - Post-combination, Class A common stock and public warrants began trading on the NYSE under symbols 'NOTE' and 'NOTE.WS'[46](index=46&type=chunk) [Note 3. Revenues](index=14&type=section&id=Note%203.%20Revenues) Disaggregates revenue by type and geography, detailing contract assets, deferred revenue, and unsatisfied performance obligations Disaggregated Revenue (in thousands) | Revenue Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Subscription | $21,380 | $27,151 | $46,612 | $56,777 | | Advisory | $313 | $965 | $1,376 | $2,222 | | Advertising | $500 | $308 | $955 | $822 | | Books | $4 | $33 | $6 | $181 | | Other revenue | $1,067 | $789 | $1,826 | $1,356 | | **Total** | **$23,264** | **$29,246** | **$50,775** | **$61,358** | Revenue by Geographic Location (in thousands) | Region | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | North America | $21,699 | $23,064 | $43,609 | $49,061 | | Europe | $1,255 | $5,382 | $6,552 | $10,651 | | Australia | $310 | $319 | $614 | $622 | | Asia | $- | $481 | $- | $1,024 | | **Total** | **$23,264** | **$29,246** | **$50,775** | **$61,358** | - Deferred revenue decreased from **$35.5 million** at December 31, 2024, to **$33.2 million** at June 30, 2025, influenced by business sales and revenue recognition[53](index=53&type=chunk) - Unsatisfied performance obligations totaled **$75.2 million** at June 30, 2025, expected to be recognized over the next five years[55](index=55&type=chunk) [Note 4. Dispositions](index=16&type=section&id=Note%204.%20Dispositions) Outlines the company's business sales in 2025 and 2024, including cash proceeds, pre-tax gains, and debt prepayments 2025 Dispositions (Dragonfly and Oxford Analytica) | Detail | Amount (in thousands) | | :--- | :--- | | Sale Date | March 31, 2025 | | Cash Received (net) | $40,000 | | Pre-tax Gain on Disposal | $15,424 | | Term Loans Prepayment | $27,136 | | Related Prepayment & Exit Fees | $1,793 | | Net Proceeds Retained | $11,071 | 2024 Dispositions (Board.org & Aicel) | Detail | Board.org (in thousands) | Aicel (in thousands) | | :--- | :--- | :--- | | Sale Date | March 11, 2024 | October 31, 2024 | | Cash Received (net) | $90,905 | $8,500 | | Pre-tax Gain on Disposal | $71,599 | $480 | | Term Loans Prepayment | $65,700 | $5,000 | | Related Prepayment & Exit Fees | $7,068 | $331 | | Net Proceeds Retained | $18,137 | N/A | - The disposed businesses (Oxford Analytica, Dragonfly, Board.org, Aicel) were not deemed significant subsidiaries, and their sales did not constitute a strategic shift, thus not reported as discontinued operations[57](index=57&type=chunk)[61](index=61&type=chunk)[64](index=64&type=chunk) [Note 5. Leases](index=18&type=section&id=Note%205.%20Leases) Details the company's operating lease commitments for corporate offices, including lease terms and associated costs - The company holds operating leases for corporate offices with non-cancellable terms expiring through 2031, typically ranging from one to six years[64](index=64&type=chunk) Total Lease Costs (in thousands) | Lease Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Operating lease cost | $1,036 | $1,206 | $2,111 | $2,444 | | Variable lease cost | $58 | $56 | $114 | $150 | | Short-term lease cost | $5 | $53 | $45 | $90 | | **Total lease costs** | **$1,099** | **$1,315** | **$2,270** | **$2,684** | - Cash payments for operating lease liabilities were **$2.68 million** for the six months ended June 30, 2025, a decrease from **$2.98 million** in the prior year period[66](index=66&type=chunk) [Note 6. Intangible Assets](index=20&type=section&id=Note%206.%20Intangible%20Assets) Summarizes finite-lived intangible assets, including customer relationships and developed technology, along with capitalized software costs Intangible Assets (in thousands) | Asset Class | Net Carrying Amount (June 30, 2025) | Net Carrying Amount (December 31, 2024) | Weighted Average Remaining Useful Life (Years) | | :--- | :--- | :--- | :--- | | Customer relationships | $33,407 | $41,717 | 7.4 | | Developed technology | $3,613 | $5,353 | 6.0 | | Databases | $15,112 | $16,147 | 7.4 | | Tradenames | $4,554 | $5,708 | 7.1 | | Expert network | $- | $939 | - | | Patents | $630 | $609 | 17.1 | | Content library | $380 | $409 | 6.4 | | **Total** | **$57,696** | **$70,882** | N/A | - **Total net carrying amount of finite-lived intangible assets decreased by $13.2 million** from December 31, 2024, to June 30, 2025[67](index=67&type=chunk) Capitalized Software Development Costs (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Net Carrying Amount | $12,348 | $15,099 | | Amortization (Six Months) | $4,945 | $3,407 | [Note 7. Goodwill](index=20&type=section&id=Note%207.%20Goodwill) Explains goodwill, its impairment testing, and changes in carrying amounts due to dispositions and reporting unit reassessment Goodwill Carrying Amounts (in thousands) | Metric | Amount | | :--- | :--- | | Balance at December 31, 2024 | $159,061 | | Sale of Dragonfly and Oxford Analytica | $(20,236) | | Impact of foreign currency fluctuations | $951 | | **Balance at June 30, 2025** | **$139,776** | - **Goodwill decreased by $19.3 million** from December 31, 2024, to June 30, 2025, primarily due to the sale of Dragonfly and Oxford Analytica[71](index=71&type=chunk) - Effective January 1, 2025, the company operates as a single reporting unit for goodwill assessment, with no impairment identified[71](index=71&type=chunk) [Note 8. Debt](index=22&type=section&id=Note%208.%20Debt) Provides a comprehensive overview of the company's debt instruments, including carrying values, interest terms, and recent restructuring efforts Carrying Value of Debt (in thousands) | Debt Instrument | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Prior Senior Term Loan | $61,837 | $88,595 | | GPO Convertible Note | $36,446 | $36,524 | | Amended Legacy Notes | $6,525 | $16,165 | | Dragonfly Seller Convertible Notes | $9,839 | $8,979 | | Era Convertible Note | $5,209 | $- | | PPP loan | $- | $36 | | **Total gross debt** | **$119,856** | **$150,299** | | **Total Long-term debt (net of current maturities)** | **$116,748** | **$147,041** | - **Total gross debt decreased by $30.4 million** from December 31, 2024, to June 30, 2025, primarily due to repayments and conversions of the Prior Senior Term Loan and Amended Legacy Notes[75](index=75&type=chunk) - The Prior Senior Term Loan was retired on August 12, 2025, and replaced with a new **$75.0 million** 2025 Senior Term Loan maturing in August 2029, with lower annualized cash interest payments[89](index=89&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk) - The GPO Convertible Note was partially redeemed for **$27.0 million** cash and the remainder exchanged for a new **$20.4 million** 2025 GPO Note maturing in November 2029[95](index=95&type=chunk)[212](index=212&type=chunk) - The Amended Legacy Notes were retired on August 12, 2025, with a **$3.6 million** cash payment[102](index=102&type=chunk)[212](index=212&type=chunk) [Note 9. Stockholders' Equity and Temporary Equity](index=32&type=section&id=Note%209.%20Stockholders'%20Equity%20and%20Temporary%20Equity) Details authorized and outstanding capital stock, dividend policy, and accounting for temporary equity related to convertible notes Authorized and Outstanding Capital Stock (as of June 30, 2025) | Stock Class | Authorized Shares | Issued and Outstanding Shares | | :--- | :--- | :--- | | Class A Common Stock | 1,700,000,000 | 155,049,637 | | Class B Common Stock | 9,000,000 | 8,290,921 | | Preferred Stock | 100,000,000 | 0 | | Temporary Equity (Class A Common Stock) | N/A | 2,596,050 | - The company has not paid any cash dividends on common stock to date and plans to retain future earnings for business development[133](index=133&type=chunk) - Temporary equity of **$2.7 million** represents 2,596,050 Class A Common Stock issued as an inducement for the Third Era Convertible Note, classified as temporary equity due to future redeemability outside the company's control[134](index=134&type=chunk) [Note 10. Earnout Shares and RSUs](index=34&type=section&id=Note%2010.%20Earnout%20Shares%20and%20RSUs) Describes Earnout Awards contingent on stock price Triggering Events and the accounting for share-based compensation - Up to **19,195,100** additional Class A common shares (Earnout Awards) are contingent on five stock price Triggering Events (**$10.50, $12.50, $15.00, $20.00, or $25.00**) within a five-year Earnout Period[135](index=135&type=chunk) - Share-based compensation expense for Earnout Awards was **$65 thousand** for the six months ended June 30, 2025, and **$172 thousand** for the six months ended June 30, 2024[138](index=138&type=chunk) - As of June 30, 2025, no Earnout Shares or RSUs have been issued as no Triggering Events have occurred, and **$54 thousand** of unrecognized compensation expense remains[139](index=139&type=chunk) [Note 11. Warrant Liabilities](index=35&type=section&id=Note%2011.%20Warrant%20Liabilities) Details outstanding warrants, including exercise prices, expiration dates, and accounting treatment as liabilities Warrants Outstanding (as of June 30, 2025) | Warrant Type | Number Outstanding | Exercise Price | Fair Value (in thousands) | | :--- | :--- | :--- | :--- | | Old FiscalNote Warrants | 118,700 | $8.56 | $- | | Amendment No. 1 Warrants | 80,000 | $0.01 | $43 | | Public Warrants | 8,358,964 | $7.32 (per 1.571428 shares) | $828 | | Private Placement Warrants | 7,000,000 | $7.32 (per 1.571428 shares) | $694 | - Public warrants are exercisable for **1.571428 shares** of Class A common stock at **$7.32 per share** and expire on July 29, 2027, or earlier upon redemption[142](index=142&type=chunk) - Private placement warrants have identical terms to public warrants but are not redeemable by the company as long as held by the DSAC sponsor or permitted transferees[144](index=144&type=chunk) [Note 12. Stock-Based Compensation](index=36&type=section&id=Note%2012.%20Stock-Based%20Compensation) Outlines the company's stock-based compensation plans, reserved shares, award types, and recognized expenses Stock-Based Compensation Expense (in thousands) | Plan | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | 2022 Long-Term Incentive Plan | $3,864 | $3,463 | $7,118 | $9,239 | | 2022 Employee Stock Purchase Plan (ESPP) | $43 | $94 | $87 | $193 | | 2024 Inducement Plan Grants | $35 | $0 | $69 | $0 | | Acquisition Earnouts | $23 | $41 | $65 | $172 | | **Total** | **$3,965** | **$3,598** | **$7,339** | **$9,604** | - The 2022 Plan had **5,957,860 shares** of Class A common stock available for issuance as of June 30, 2025[149](index=149&type=chunk) - The ESPP allows eligible employees to purchase shares at a discount, with **8,256,500 shares** of Class A common stock available for issuance[151](index=151&type=chunk) [Note 13. Earnings (Loss) Per Share](index=38&type=section&id=Note%2013.%20Earnings%20(Loss)%20Per%20Share) Explains the calculation of basic and diluted EPS, including the treatment of anti-dilutive securities during net loss periods Basic and Diluted Earnings Per Share | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net (loss) income used to compute basic and diluted EPS (in thousands) | $(13,271) | $(12,764) | $(17,521) | $37,835 | | Weighted average common stock outstanding (Basic and Diluted) | 160,000,492 | 134,407,109 | 155,668,949 | 132,763,763 | | **Earnings Per Share, basic and diluted** | **$(0.08)** | **$(0.09)** | **$(0.11)** | **$0.28** | - For periods with a net loss (Q2 2024, Q2 2025, H1 2025), basic and diluted EPS are the same because potential common shares would be anti-dilutive[158](index=158&type=chunk) Anti-Dilutive Securities Excluded from Diluted Loss Per Share (as of June 30, 2025) | Security Type | Number of Shares | | :--- | :--- | | Earnout Awards | 19,195,100 | | Stock options | 33,181 | | Convertible Notes | 11,866,893 | | Restricted stock units | 14,234,282 | | Era Convertible Note | 9,777,469 | | GPO Convertible Note | 7,083,469 | | Dragonfly Seller Convertible Notes | 1,355,930 | | **Total anti-dilutive securities** | **63,546,324** | [Note 14. Provision (Benefit) from Income Taxes](index=40&type=section&id=Note%2014.%20Provision%20(Benefit)%20from%20Income%20Taxes) Details the company's income tax provision or benefit, effective tax rates, and factors causing deviations from the statutory rate Income Tax Summary (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net (loss) income before income taxes | $(14,066) | $(12,440) | $(18,355) | $39,585 | | (Benefit) provision from income taxes | $(795) | $324 | $(834) | $1,750 | | Effective tax rate | (5.65)% | (2.60)% | (4.54)% | (4.42)% | - The effective tax rate differed from the U.S. statutory rate of **21%** primarily due to a valuation allowance on deferred tax assets and the impact of business sales[161](index=161&type=chunk) - A discrete tax benefit of **$281 thousand** was recorded for the sale of Dragonfly and Oxford Analytica, and an additional **$689 thousand** benefit from a tax accounting method change in Q2 2025[161](index=161&type=chunk) - An uncertain tax position of **$832 thousand** was reported as of June 30, 2025, related to a deduction for shares distributed for services[163](index=163&type=chunk) [Note 15. Fair Value Measurements and Disclosures](index=40&type=section&id=Note%2015.%20Fair%20Value%20Measurements%20and%20Disclosures) Outlines fair value measurements for financial assets and liabilities, categorized by hierarchy levels, with valuation assumptions Financial Assets and Liabilities at Fair Value (in thousands, June 30, 2025) | Instrument | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Cash equivalents | $6,418 | $- | $- | $6,418 | | Short-term investments | $- | $4,508 | $- | $4,508 | | Public warrants | $828 | $- | $- | $828 | | Private placement warrants | $- | $694 | $- | $694 | | GPO Convertible Note | $- | $- | $36,446 | $36,446 | | Dragonfly Seller Convertible Notes | $- | $- | $9,839 | $9,839 | | Era Convertible Note | $- | $- | $5,209 | $5,209 | | Guaranteed Return Liability and financial liabilities | $1,895 | $- | $- | $1,895 | - The fair value of public warrants decreased from **$1.338 million** at December 31, 2024, to **$828 thousand** at June 30, 2025, resulting in a non-cash gain[170](index=170&type=chunk) - The fair value of the GPO Convertible Note was **$36.446 million** at June 30, 2025, valued using a trinomial lattice model with a common stock share price of **$0.54** and expected volatility of **50.0%**[174](index=174&type=chunk) [Note 16. Commitments and Contingencies](index=46&type=section&id=Note%2016.%20Commitments%20and%20Contingencies) States the company's involvement in legal and regulatory proceedings, with no expected material adverse effects on its business or financial condition - The company is involved in various legal and regulatory proceedings, including intellectual property, commercial contract, and employment-related disputes, in the ordinary course of business[181](index=181&type=chunk) - Legal fees are recognized as incurred, and management assesses loss contingencies based on the likelihood and amount of potential loss[181](index=181&type=chunk)[182](index=182&type=chunk) - No current litigation or regulatory proceeding is expected to have a material adverse effect on the company's business, results of operations, financial conditions, or cash flows[337](index=337&type=chunk) [Note 17. Subsequent Events](index=47&type=section&id=Note%2017.%20Subsequent%20Events) Details significant post-period events, including the sale of TimeBase and a major debt refinancing - On July 1, 2025, the company completed the sale of its Australian subsidiary, TimeBase Pty. Ltd., for **$6.6 million** in cash, using **$3.2 million** of net proceeds to repay the Prior Senior Term Loan[184](index=184&type=chunk) - On August 12, 2025, the company retired all outstanding obligations under the Amended Legacy Notes by paying holders **$3.6 million** in cash[185](index=185&type=chunk) Debt Refinancing (August 12, 2025) | Action | Details | | :--- | :--- | | **2025 Senior Term Loan** | **$75.0 million** advanced, maturing August 12, 2029. Replaced Prior Senior Term Loan (**$62.7 million** retired). Secured by first priority lien on assets. Interest at variable rates (reference rate + 7% or SOFR + 8%). Quarterly principal payments starting Sept 30, 2025 | | **Convertible Debentures** | Initial tranche of **$21.0 million** principal issued to YA for **$18.9 million** cash. Second tranche of **$12.3 million** expected to be issued for **$11.1 million** net proceeds. Mature February 12, 2027, bear **5%** interest (**18%** on default). Convertible into Class A Common Stock | | **2025 GPO Note** | **$30.0 million** of GPO Convertible Note redeemed for **$27.0 million** cash. Remaining principal exchanged for new **$20.4 million** 2025 GPO Note, maturing November 13, 2029. Bears **7.50%** interest, payable in cash or Class A Common Stock. Quarterly principal payments of **$2.0 million** starting April 1, 2026 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's perspective on FiscalNote's financial condition, operating results, liquidity, and significant events, including key performance indicators and non-GAAP measures [Overview](index=51&type=section&id=Overview) Describes FiscalNote as a leading AI-driven policy and regulatory intelligence provider, delivering critical insights to manage risk - FiscalNote is a leading provider of AI-driven policy and regulatory intelligence solutions, combining AI technology, data, and expert analysis to help customers manage political and business risk[209](index=209&type=chunk) - The company delivers critical insights through its suite of public policy and issues management products, expert research, and tools for workflow, advocacy, and constituent relationships[209](index=209&type=chunk) [Business Combination](index=51&type=section&id=Business%20Combination) Recaps the July 2022 Business Combination with DSAC, accounted for as a reverse recapitalization - The Business Combination with DSAC was completed on July 29, 2022, resulting in FiscalNote Holdings, Inc. (New FiscalNote)[210](index=210&type=chunk) - The transaction was accounted for as a reverse recapitalization, with Old FiscalNote as the accounting acquirer[210](index=210&type=chunk) [Significant Events](index=51&type=section&id=Significant%20Events) Highlights the major debt refinancing completed in August 2025, including new loans and notes, and projected interest payments - The company completed a major debt refinancing on August 5 and 12, 2025, retiring approximately **$62.7 million** of the Prior Senior Term Loan and replacing it with a new **$75.0 million** 2025 Senior Term Loan[211](index=211&type=chunk)[212](index=212&type=chunk) - The refinancing also involved issuing **$21.0 million** of Debentures, redeeming **$30.0 million** of the GPO Convertible Note for cash and exchanging the remainder for a new **$20.4 million** note, and retiring Amended Legacy Notes for **$3.6 million** cash[212](index=212&type=chunk) - Post-refinancing, annualized cash interest payments are projected to be approximately **$9.0 million**, with principal repayments of **$1.9 million** in year one and **$3.8 million** thereafter[213](index=213&type=chunk) [Factors Impacting the Comparability of Our Operating Results](index=53&type=section&id=Factors%20Impacting%20the%20Comparability%20of%20Our%20Operating%20Results) Discusses the impact of business dispositions, product rationalization, and workforce planning on revenue and operating expenses Impact of Dispositions on Revenue (in thousands) | Business Sold | Sale Date | Gain on Sale (Six Months) | Subscription Revenue Impact (Six Months Ended June 30, 2025) | Non-Subscription Revenue Impact (Six Months Ended June 30, 2025) | | :--- | :--- | :--- | :--- | :--- | | Dragonfly & Oxford Analytica | March 31, 2025 | $15,400 | $(3,500) | $(700) | | Aicel Technologies | October 31, 2024 | $500 | N/A | N/A | | Board.org | March 11, 2024 | $71,500 | N/A | N/A | | Timebase (post-period) | July 1, 2025 | N/A | $(600) | N/A | - Product rationalization led to ceasing sales of certain non-core products, impacting subscription revenue by approximately **$0.2 million** for the six months ended June 30, 2025[217](index=217&type=chunk) - Workforce planning actions, business dispositions, and product rationalization reduced full-time equivalent headcount by approximately **17** from the beginning of Q2 2025 through June 30, 2025, leading to reduced operating expenses[218](index=218&type=chunk) - The company continues to invest in innovative products, customer expansion (enterprise and government), and strategic acquisitions to drive future organic growth[219](index=219&type=chunk)[220](index=220&type=chunk)[222](index=222&type=chunk) [Key Performance Indicators](index=54&type=section&id=Key%20Performance%20Indicators) Presents key metrics like Annual Recurring Revenue (ARR) and Net Revenue Retention (NRR), reflecting business performance Annual Recurring Revenue (ARR) (in millions) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total ARR | $85.9 | $107.5 | | ARR (excluding discontinued products and dispositions) | N/A | $93.3 | | ARR (excluding discontinued products and dispositions, June 30, 2024) | N/A | $93.6 | - **ARR decreased from $107.5 million** at December 31, 2024, to **$85.9 million** at June 30, 2025, primarily due to the impact of business sales[226](index=226&type=chunk) Net Revenue Retention (NRR) (excluding dispositions) | Period | NRR | | :--- | :--- | | Three Months Ended June 30, 2025 | 96% | | Three Months Ended June 30, 2024 | 98% | [Non-GAAP Financial Measures](index=55&type=section&id=Non-GAAP%20Financial%20Measures) Provides non-GAAP financial measures, including Adjusted Gross Profit and Adjusted EBITDA, to offer additional insights into performance Adjusted Gross Profit and Margin (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $23,264 | $29,246 | $50,775 | $61,358 | | Gross Profit | $18,316 | $22,383 | $38,843 | $47,251 | | Gross Profit Margin | 79% | 77% | 77% | 77% | | Adjusted Gross Profit | $20,095 | $24,890 | $44,154 | $52,186 | | Adjusted Gross Profit Margin | 86% | 85% | 87% | 85% | EBITDA, Adjusted EBITDA, and Margin (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net (loss) income | $(13,271) | $(12,764) | $(17,521) | $37,835 | | EBITDA | $(5,768) | $(1,894) | $1,188 | $62,910 | | Adjusted EBITDA | $2,801 | $1,774 | $5,582 | $2,991 | | Adjusted EBITDA Margin | 12.0% | 6.1% | 11.0% | 4.9% | - Adjusted Gross Profit Margin improved to **86%** for the three months ended June 30, 2025, from **85%** in the prior year, and to **87%** for the six months ended June 30, 2025, from **85%** in the prior year[278](index=278&type=chunk) - Adjusted EBITDA significantly increased to **$2.8 million** for the three months ended June 30, 2025, from **$1.8 million** in the prior year, and to **$5.6 million** for the six months ended June 30, 2025, from **$3.0 million** in the prior year, reflecting improved operational performance[279](index=279&type=chunk) [Key Components of Results of Operations](index=57&type=section&id=Key%20Components%20of%20Results%20of%20Operations) Explains the primary drivers of revenue (subscription, advisory, advertising) and the composition of operating expenses - Subscription revenues accounted for approximately **92%** and **93%** of total revenues for the six months ended June 30, 2025 and 2024, respectively, driven by active licenses, product types, and subscription prices[236](index=236&type=chunk)[237](index=237&type=chunk) - Advisory revenues are typically non-recurring, contract-based for specific deliverables, while advertising revenues are generated from publications (Roll Call and CQ) in print and digital formats[239](index=239&type=chunk)[240](index=240&type=chunk) - Operating expenses include cost of revenues (hosting, data center, amortization of developed technology and capitalized software, third-party fees, compensation), research and development (product creation and testing), sales and marketing (staff, commissions, programs), editorial (content acquisition and distribution), and general and administrative (executive, finance, HR, legal, depreciation)[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk)[246](index=246&type=chunk) - Interest expense, net, includes interest on borrowings, amortization/write-off of debt issuance costs, and derivative instrument interest[248](index=248&type=chunk) Changes in fair value of financial instruments are marked to market each period[249](index=249&type=chunk) [Results of Operations](index=59&type=section&id=Results%20of%20Operations) Analyzes consolidated financial results, including revenue trends, operating loss, and changes in interest expense Consolidated Results (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $23,264 | $29,246 | $50,775 | $61,358 | | Operating loss | $(7,427) | $(7,956) | $(21,189) | $(19,400) | | Net (loss) income | $(13,271) | $(12,764) | $(17,521) | $37,835 | | Interest expense, net | $4,338 | $5,320 | $9,465 | $12,682 | | Change in fair value of financial instruments | $1,577 (loss) | $(854) (gain) | $906 (loss) | $(327) (gain) | - Subscription revenue decreased by **21%** for the three months and **17.9%** for the six months ended June 30, 2025, primarily due to the sale of businesses (Dragonfly and Oxford Analytica) and customer retention challenges[255](index=255&type=chunk)[257](index=257&type=chunk) - Europe revenues decreased significantly by **76.7%** for the three months and **38.5%** for the six months ended June 30, 2025, mainly due to the sales of Dragonfly and Oxford Analytica[260](index=260&type=chunk) - Operating expenses decreased across most categories (Cost of revenues, R&D, Sales & Marketing, Editorial, Amortization of intangibles) due to dispositions and workforce planning actions, while General and administrative expenses saw a slight increase[261](index=261&type=chunk)[262](index=262&type=chunk)[263](index=263&type=chunk)[264](index=264&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk)[269](index=269&type=chunk)[270](index=270&type=chunk)[271](index=271&type=chunk) - Interest expense, net, decreased by **$1.0 million** for the three months and **$3.2 million** for the six months ended June 30, 2025, primarily due to the repayment of the Prior Senior Term Loan[272](index=272&type=chunk)[273](index=273&type=chunk) [Liquidity and Capital Resources](index=65&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's cash position, working capital, debt, and ability to fund future operations and meet obligations - Cash used in operations improved by approximately **$67 million** when comparing the twelve months ended June 30, 2025, to the twelve months ended June 30, 2023[283](index=283&type=chunk) Liquidity and Debt Overview (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash, cash equivalents, restricted cash, and short-term investments | $39,200 | $35,300 | | Negative working capital (excluding cash/short-term investments) | $(27,900) | N/A | | Accumulated deficit | $(824,400) | $(806,900) | | Total Principal plus PIK Outstanding Debt | $138,135 | $168,260 | - The recent debt refinancing (2025 Senior Term Loan, Debentures, 2025 GPO Note) is expected to provide flexibility to fund future operations and achieve positive cash flows[285](index=285&type=chunk) - The 2025 Senior Term Loan includes four financial covenants: minimum cash balance, minimum ARR, minimum adjusted EBITDA, and capital expenditure limitation, which the company expects to maintain compliance with[290](index=290&type=chunk) - Capital expenditures were **$3.5 million** for the six months ended June 30, 2025, down from **$4.4 million** in the prior year, primarily for capitalized software costs and property and equipment[309](index=309&type=chunk) [Cash Flow Summary](index=70&type=section&id=Cash%20Flow%20Summary) Summarizes cash flows from operating, investing, and financing activities, highlighting key changes and drivers Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,895) | $(988) | | Net cash provided by investing activities | $36,795 | $86,951 | | Net cash used in financing activities | $(28,817) | $(71,825) | | Net change in cash and cash equivalents | $5,199 | $14,027 | - Cash used in operating activities increased by **$1.9 million** in H1 2025, driven by a net loss of **$17.5 million**, partially offset by non-cash expenses and changes in working capital[312](index=312&type=chunk) - Net cash provided by investing activities decreased by **$50.2 million** in H1 2025, primarily due to lower cash proceeds from business sales (**$40.3 million** in 2025 vs. **$91.4 million** in 2024)[314](index=314&type=chunk) - Net cash used in financing activities decreased by **$43.0 million** in H1 2025, mainly due to lower principal payments of long-term debt and deferred financing costs[315](index=315&type=chunk) [Commitments and Contingencies](index=71&type=section&id=Commitments%20and%20Contingencies) Identifies the company's primary commitments, including lease obligations and debt service - The company's primary commitments include obligations under office space leases and debt service obligations[316](index=316&type=chunk) [Off-Balance Sheet Arrangements](index=71&type=section&id=Off-Balance%20Sheet%20Arrangements) Confirms the absence of material off-balance sheet financing activities or arrangements during the reporting periods - The company did not engage in any off-balance sheet financing activities or arrangements with a material effect on its financial condition or results of operations during the periods presented[317](index=317&type=chunk) [Recently Issued Accounting Pronouncements and Tax Reform](index=71&type=section&id=Recently%20Issued%20Accounting%20Pronouncements%20and%20Tax%20Reform) Discusses the evaluation of new accounting standards and tax legislation for their potential impact on disclosures - The company is evaluating the impact of ASU 2023-09 (Income Taxes) and ASU 2024-03 (Income Statement—Reporting Comprehensive Income) on its disclosures[44](index=44&type=chunk)[45](index=45&type=chunk) - U.S. legislation, 'An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14,' signed on July 4, 2025, extended key provisions of the 2017 Tax Cuts and Jobs Act and introduced targeted changes, which the company is currently evaluating for impact[164](index=164&type=chunk)[320](index=320&type=chunk) [Critical Accounting Estimates and Policies](index=72&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) Notes the use of significant estimates in financial statements and the absence of material changes in critical accounting policies - The preparation of financial statements requires significant estimates and assumptions that could materially impact reported amounts[321](index=321&type=chunk) - There were no significant material changes in critical accounting policies or estimates during the six months ended June 30, 2025, compared to those disclosed in the Annual Report on Form 10-K for 2024[322](index=322&type=chunk)[323](index=323&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risks](index=74&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risks) Discusses the company's exposure to foreign currency, interest rate, and inflation risks, and their potential financial impact - The company is exposed to foreign currency exchange risk, primarily from fluctuations in the Euro, British Pound Sterling, and Australian Dollar, which impacted total revenue by approximately **1.0%** for the three and six months ended June 30, 2025[325](index=325&type=chunk)[326](index=326&type=chunk) - Interest rate risk is associated with the variable rate Prior Senior Term Loan (now 2025 Senior Term Loan), with a hypothetical one percentage point increase in the Prime Rate estimated to increase annual cash interest expense by approximately **$0.6 million**[327](index=327&type=chunk)[328](index=328&type=chunk)[329](index=329&type=chunk) - Inflation has not had a material impact to date, but a high rate in the future could adversely affect the business[330](index=330&type=chunk) [Item 4. Controls and Procedures](index=74&type=section&id=Item%204.%20Controls%20and%20Procedures) Reports on the effectiveness of disclosure controls and internal control over financial reporting, with no material changes - Management, with CEO and CFO participation, concluded that disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance for timely and accurate reporting[331](index=331&type=chunk)[332](index=332&type=chunk)[333](index=333&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[334](index=334&type=chunk) - Management acknowledges that controls and procedures provide only reasonable assurance and involve judgment in balancing benefits and costs[335](index=335&type=chunk) [Part II. OTHER INFORMATION](index=76&type=section&id=Part%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=76&type=section&id=Item%201.%20Legal%20Proceedings) States that no current legal or regulatory proceedings are expected to materially adversely affect the company's business - The company is not currently involved in any litigation or regulatory proceedings expected to materially adversely affect its business, results of operations, financial conditions, or cash flows[337](index=337&type=chunk) [Item 1A. Risk Factors](index=76&type=section&id=Item%201A.%20Risk%20Factors) Highlights the risk of potential dilution of Class A Common Stock due to future sales of a substantial number of shares - Sales of a substantial number of Class A Common Stock into the public market, or the perception of such sales, could cause the market price to decline and make it difficult for stockholders to sell shares[339](index=339&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk) - The issuance of Third ERA Convertible Note Underlying Shares, Third ERA Convertible Note Fee Shares, Third ERA Convertible Note Additional Shares, Broker Shares, GPO Shares, and Debenture Conversion Shares may cause significant dilution to existing stockholders[342](index=342&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk)[345](index=345&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=76&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Confirms no unregistered sales of equity securities or common stock repurchases during the quarter - No unregistered sales of equity securities occurred during the three months ended June 30, 2025, beyond those reported on Form 8-K[347](index=347&type=chunk) - The company did not repurchase any shares of its common stock during the three months ended June 30, 2025[348](index=348&type=chunk) [Item 3. Defaults upon Senior Securities](index=77&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) States that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[350](index=350&type=chunk) [Item 4. Mine Safety Disclosures](index=78&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Indicates that mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable to the company[351](index=351&type=chunk) [Item 5. Other Information](index=78&type=section&id=Item%205.%20Other%20Information) Provides additional information on the 2025 Senior Term Loan, a director's departure, and Rule 10b5-1 trading plans - The company closed on the 2025 Senior Term Loan on August 12, 2025, receiving **$72.9 million** in net proceeds, used to retire prior debt obligations and for general corporate purposes[352](index=352&type=chunk) - Michael J. Callahan resigned from the Board of Directors, effective August 27, 2025, to focus on other professional commitments[354](index=354&type=chunk) - Certain officers and the Executive Chair adopted Rule 10b5-1 trading arrangements on May 15, 2025, primarily for 'sell-to-cover' transactions to satisfy tax withholding obligations on equity awards[355](index=355&type=chunk)[358](index=358&type=chunk) [Item 6. Exhibits](index=80&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the Form 10-Q, including key legal and financial documents - The exhibits include key legal and financial documents such as the Agreement and Plan of Merger, Certificate of Incorporation, Bylaws, Warrant Agreement, and recent financing agreements (e.g., Financing Agreement, Securities Purchase Agreement, Redemption and Exchange Agreement)[361](index=361&type=chunk) - Many exhibits are incorporated by reference from previous SEC filings, indicating continuity and accessibility of historical documents[361](index=361&type=chunk) [SIGNATURES](index=82&type=section&id=SIGNATURES) [Signatures](index=82&type=section&id=Signatures) Contains the official signatures of the CEO and CFO, certifying the report's filing on behalf of FiscalNote Holdings, Inc - The report is duly signed by Josh Resnik, Chief Executive Officer, and Jon Slabaugh, Chief Financial Officer, on August 15, 2025[364](index=364&type=chunk)[366](index=366&type=chunk)

FiscalNote Holdings (NOTE) FY Conference August 11, 2025 11:35 AM ET Speaker0Hello. I wanna welcome everyone to Oppenheimer's twenty eighth annual technology Internet and communications conference. I'm thrilled to kick it off for the software lane of the presentations. Fiscal note, we have with us Josh Resnick, who's the CEO, who's gonna run through a presentation for the company. And then when he finishes, we'll come back, and and we'll do some q and a.So with that, I'd like to pass the floor over to Josh. ...

FiscalNote (NOTE -2.50%), a provider of policy and regulatory intelligence software using artificial intelligence, released its second quarter 2025 earnings on August 7, 2025. The headline results showed GAAP revenue of $23.3 million, which was higher than the analyst consensus of $22.8 million (GAAP) and above the company's own revenue guidance midpoint. While earnings per share (GAAP) met expectations at $(0.06), and adjusted EBITDA reached $2.8 million, Key subscription metrics, including subscription re ...

FiscalNote Holdings (NOTE) Q2 2025 Earnings Call August 07, 2025 05:00 PM ET Speaker0Good 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 twenty twenty five financial results and guidance for both the full year and 2025. Joining me with prepared comments are Josh Resnick, CEO and President and John Slabaugh, CFO and Chief Investment Officer. Other members of the senior managem ...

Financial Performance & Guidance - FiscalNote reaffirmed its FY2025 revenue guidance of $94 million to $100 million[58] - The company expects adjusted EBITDA for FY2025 to be between $10 million and $12 million[58] - Q2 2025 total revenue reached $233 million, exceeding guidance midpoint[65] - Q2 2025 adjusted EBITDA was $28 million, exceeding guidance[65] - Annual Recurring Revenue (ARR) for Q2 2025 was $859 million[65] Strategic Initiatives & Product Development - FiscalNote is shifting to a product-led growth strategy to improve key performance metrics[73] - The company launched PolicyNote, an AI-driven platform with global data and proprietary insights, in January 2025, and migration is ongoing[38] - Corporate new logo pipeline increased by 20% YoY, and corporate new logo pipeline up +45% vs 1Q25[46] - The company is focused on deleveraging its balance sheet and strengthening its capital structure to fund future growth[73] Market & Customer Dynamics - FiscalNote serves over 3,600 customers[22] - Subscription revenue accounts for 92% of total revenues[23] - The company monitors legislative and regulatory activity in over 100 countries[23]

Exhibit 99.1 FiscalNote Reports Second Quarter 2025 Financial Results Total Revenue Above Guidance Midpoint; Adjusted EBITDA Exceeds Guidance Product and Customer Metrics Tracking Favorably, Indicating Strong PolicyNote Momentum and Growing Customer Engagement Full Year 2025 Guidance Reaf irmed, Supporting Path to Sustainable Organic Growth, Expanding Profitability and Durable Positive Free Cash Flow Company to Host Conference Call Today at 5:00 PM EDT WASHINGTON, D. C. – August 7, 2025 – FiscalNote Holding ...

Summary of FiscalNote Holdings (NOTE) FY Conference Call - June 11, 2025 Company Overview - **Company**: FiscalNote Holdings (NOTE) - **Industry**: Policy and Regulatory Information Services - **Business Model**: Subscription-based access to policy and regulatory information through an AI-driven SaaS platform [4][39] Key Points and Arguments Business Model and Market Position - FiscalNote provides critical policy and regulatory information, proprietary insights, and workflow tools to organizations globally [4][6] - The complexity of regulations is increasing, leading to a growing demand for FiscalNote's services among various sectors, including corporate, public sector, and non-profits [5][6][8] - Approximately 50% of revenue comes from corporate clients, 25% from public sector organizations, and 25% from non-profits and NGOs [8][13] Financial Performance - Significant improvement in adjusted EBITDA from a loss of $24.5 million in 2022 to a profit of $9.8 million in 2024, with seven consecutive quarters of profitability [19][20] - Expected adjusted EBITDA margins for 2025 are double those of 2024 on a pro forma basis [20][39] - Focus on debt management, having reduced senior term loans by 60% over the past year and a half [21][46] Product Development and Innovation - Introduction of a new platform, Policy Note, aimed at consolidating data and improving user experience, which is AI-forward and intuitive [24][25] - Policy Note has shown positive engagement metrics, with 75% of at-risk customers becoming engaged after migration to the new platform [28][30] - Launched 15 major product features since the announcement of Policy Note, enhancing user engagement and driving growth [35] Competitive Landscape - Major competitors include Bloomberg and Politico, which focus primarily on U.S. federal content, and Quorum, which lacks the depth and breadth of FiscalNote's offerings [48][49][50] - FiscalNote differentiates itself through its comprehensive global-to-local data coverage and proprietary analysis, which adds significant value for end users [41][42][56] Future Outlook - Reaffirmed revenue guidance for 2025 between $94 million and $100 million, with expectations for ARR growth to resume in the latter half of the year as Policy Note gains traction [39][47] - AI is viewed as an accelerant for business growth, with plans to leverage generative AI to automate workflows and enhance service offerings [43][44] Additional Important Insights - The company emphasizes the importance of trust and accuracy in the information provided to clients, which is critical for decision-making in regulatory environments [40][41] - The transition to a product-led growth model is expected to enhance customer engagement and retention, addressing previous challenges related to legacy siloed platforms [45][51] - FiscalNote's proprietary insights and analysis are considered unique and valuable, providing a competitive edge in the market [56][58]

Financial Performance & Outlook - FiscalNote's total revenues for Q1 2025 were $27.5 million, compared to $32.1 million in Q1 2024[59] - The company's gross profit for Q1 2025 was $20.5 million, with a gross margin of 75%, compared to $24.9 million and 77% respectively in Q1 2024[59] - Adjusted EBITDA for Q1 2025 was $2.8 million, representing a 10% margin, compared to $1.2 million and a 4% margin in Q1 2024[59] - FiscalNote reaffirms its full-year 2025 revenue forecast of $94 million to $100 million and adjusted EBITDA of $10 million to $12 million[68] - The company's annual recurring revenue (ARR) for Q1 2025 was $87.7 million, compared to $109.6 million in Q1 2024[59] Business Strategy & Focus - FiscalNote is transitioning towards product-led growth, focusing on product enhancements and launches to improve user experience and customer retention[48, 50] - The company is optimizing its product portfolio, sunsetting non-core products, and divesting non-core businesses to reduce complexity and drive profitable growth[45] - FiscalNote is leveraging AI technologies, such as Copilots for Policy and Global Intelligence, to enhance its core offerings and provide actionable insights to customers[45] Customer Base & Market - FiscalNote has over 4,100 customers, with 92% of total revenues derived from subscriptions[22] - The company serves over 50 of the Fortune 100 companies and monitors legislative and regulatory activities in over 80 countries[22] - FiscalNote targets customers in the private sector (~52%), public sector (~22%), and non-profit/NGO sector (~26%)[20]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 FISCALNOTE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) | Delaware | 001-396972 | 88-3772307 | | --- | --- | --- | | (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | | incorporation or organization) | | Identi ...

FiscalNote Holdings, Inc. (NOTE) came out with a quarterly loss of $0.12 per share versus the Zacks Consensus Estimate of a loss of $0.10. This compares to loss of $0.12 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of -20%. A quarter ago, it was expected that this company would post a loss of $0.10 per share when it actually produced a loss of $0.10, delivering no surprise.Over the last four quarters, the company has surpassed ...