FiscalNote Announces Third Quarter 2023 Financial Results and Reaches Adjusted EBITDA Profitability
Delivers 17% Revenue Growth Year-over-Year Amidst Ongoing Enterprise Demand For FiscalNote’s Trusted, AI-enabled Global Regulatory, Policy, and Market Intelligence
Announces FiscalNote AI Co-Pilot Program to Extend its Leadership in AI for the Legal and Policy Sector and Enable Incremental Go-To-Market Channels
Board of Directors Appoints Special
Third Quarter 2023 Financial Highlights
-
Revenue increased 17% to
$34.0 million , within the guidance range the Company previously provided, compared to$29.1 million in Q3 2022.- Subscription revenue, which comprises approximately 89% of total revenue, grew 15% year-over-year of which 7% was on an organic basis.
- The Company’s corporate large enterprise customer base(1)(4) continues to represent the Company’s largest customer group with ARR growth rates and NRR rates well above Company average.
-
Gross profit was
$23.6 million representing 69% gross margin, and non-GAAP adjusted gross profit(2) was$28.4 million representing 83% non-GAAP adjusted gross margin(2). -
GAAP net loss of
($14.5) million or$(0.11) per share. -
Adjusted EBITDA of
$0.7 million (2), consistent with the guidance the Company previously provided and an increase of approximately$8 million year-over-year as compared to Q3 of 2022. This reflects a conversion rate of more than 160% of incremental GAAP revenue to Adjusted EBITDA year-over-year. It also marks an annualized improvement of over$30 million in Adjusted EBITDA as compared to where the Company started this year in Q1. Over one year ago,FiscalNote communicated its goal to be profitable on an adjusted EBITDA basis by the end of 2023. The Company has now achieved that goal one quarter ahead of plan, exceeding both initial Company-provided and market expectations. -
Cash and cash equivalents (inclusive of short-term investments) of
$24.4 million and approximately$94 million of additional debt capacity.*
Third Quarter 2023 Operational Metrics
-
Run-Rate Revenue(1) increased to
$138 million as ofSeptember 30, 2023 an increase of 14% as compared to$121 million as ofSeptember 30, 2022 . Organic Run-Rate Revenue(1)(3) increased to$129 million in the period, a 7% increase year-over-year on a pro forma basis. -
Annual Recurring Revenue(1) ("ARR") rose to
$123 million as ofSeptember 30, 2023 , representing 14% total growth year-over-year and 8% growth over the prior year on a pro forma basis. Organic ARR(3) was$116 million as ofSeptember 30, 2023 , representing a 7% growth rate on a pro forma basis. - Net Revenue Retention(1) ("NRR") was approximately 100% in the third quarter as compared to 99% in the third quarter of 2022. NRR rates among the Company’s corporate large enterprise customer base(1)(4)continue to trend above 100% on a quarterly basis and above 105% on a trailing twelve month basis.
Separately, the Company announced its Board of Directors (the “Board”) has established a Special Committee in response to statements made by the Company’s CEO and Co-founder,
The Special Committee has retained
Q3 and Recent Business Highlights
In the third quarter and in recent weeks,
-
The first anchor customer for AI-powered FiscalNote Risk Connector, a new, internally-developed risk intelligence solution: As announced in the Company’s separate press release issued this week,
True Digital Group , a large financial technology company, is partnering withFiscalNote to help True Digital’s financial clients harness the power of FiscalNote’s data and AI capabilities to identify risks within an organization’s supply chains, as well as the organization’s customers, investors, partners, and any other vectors through which a risk could materialize. This partnership will connectFiscalNote with hundreds of other banking institutions across theU.S. who could use Risk Connector to map 3rd and 4th party vendors and monitor critical risks. - Expanded enterprise customer accounts: The Company secured major new enterprise wins and expansions this quarter including an American multinational health care services company, a large health insurance provider, a large law firm, and expanded other accounts in the tech, legal, industrial, defense, and manufacturing sector.
-
New enhancements to FiscalNote EUIT:
FiscalNote announced new features of its comprehensive European regulatory and policy intelligence platform including automated, AI-powered transcripts of all EU parliamentary committee meetings available in near-real time after the meetings’ conclusion and enhanced stakeholder data across all 705 Members of theEuropean Parliament . -
FiscalNoteGPT:
FiscalNote introduced the first proprietary platform incorporating generative AI and large language model (LLM) capabilities customized for legislative, regulatory, and policy workflows. This large language model has been specifically adapted to a wide range of legal and regulatory data to support a diverse set of natural language processing (NLP) tasks within the legal and regulatory industry.
Financial Outlook
Guidance for the fourth quarter of 2023 is as follows:
-
GAAP revenue of
$34 million to$35 million , representing 8% to 11% year-over-year growth. -
Adjusted EBITDA(2)(6)of approximately
$2.5 million for the quarter and an annualized Adjusted EBITDA of approximately$10 million exiting the year. This marks a year-on-year improvement of approximately$8 million in adjusted EBITDA profitability compared to Q4 2022 reflecting the benefits of the efficiency programs the Company implemented in 2023.
Guidance for full year 2023 is as follows:
-
GAAP revenue of
$132 million to$133 million , representing 16% to 17% year-over-year growth. -
Total run-rate revenue(1)(5) of
$139 million to$141 million , representing growth of 10% to 11% over the prior year. -
An adjusted EBITDA(2)(6) loss of approximately
$8 million for the full year, within the range previously provided and marking an improvement of approximately$16 million or 67% year-over-year.FiscalNote expects adjusted EBITDA profitability moving forward and, over time, expects to achieve adjusted EBITDA and free cash flow margins in line with other information services companies long-term.
Net revenue retention rates and new logo acquisition remain strong among the Company’s corporate large enterprise customer base(1)(4). Despite this ongoing momentum, the Company’s guidance for Q4 and FY 2023 revenue and run-rate revenue are lower than previously provided primarily due to lower non-subscription revenue and slower than expected pipeline conversion as the Company shifts resources to larger enterprise accounts amidst a more challenging macro.
“Our primary objective for this year was to reach Adjusted EBITDA profitability and we are delighted to reach this inflection point in the third quarter, one quarter earlier than initially forecast. This is a testament to the durability of our revenue streams and the hard work of our teams. We are delivering on our commitment to build an enduring, profitable, sustainable compounding growth company for the world’s most important decision makers,” said
Additional information regarding the non-GAAP financial measures discussed in this release, including an explanation of these measures and how each is calculated, is included below under the heading “Non-GAAP Financial Measures.” A reconciliation of GAAP to non-GAAP financial measures has also been provided in the financial tables included below. Information regarding our key performance indicators is included below under “Key Performance Indicators.”
Quarterly Conference Call
* In connection with its public listing,
(1) “Run-Rate Revenue,” “Annual Recurring Revenue” or “ARR”, and “Net Revenue Retention” or “NRR” are key performance indicators (KPIs). Please see "Key Performance Indicators" in this earnings release for the definitions and important disclosures regarding these measures.
(2) Non-GAAP measure. Please see "Non-GAAP Financial Measures" in this earnings release for definitions and important disclosures regarding these financial measures, including reconciliations to the most directly comparable GAAP measure.
(3) Organic run-rate revenue and organic ARR for Q3 2023 include businesses acquired as of
(4) Reference to ARR growth trends and NRR from enterprise customers or other customer types represents the majority of the Company’s ARR but excludes approximately
(5) Total run-rate revenue includes completed acquisitions but does not include any future acquisitions under consideration.
(6) Because of the variability of items impacting net income and unpredictability of future events, management is unable to reconcile without unreasonable effort the Company's forecasted adjusted EBITDA to a comparable GAAP measure.
About
Forward-Looking Statements
Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements generally relate to future events or FiscalNote’s future financial or operating performance. For example, statements regarding FiscalNote’s financial outlook for future periods, expectations regarding profitability, capital resources and anticipated growth in the industry in which
Factors that may impact such forward-looking statements include FiscalNote’s ability to effectively manage its growth; changes in FiscalNote’s strategy, future operations, financial position, estimated revenue and losses, forecasts, projected costs, prospects and plans; the terms of any proposal
These and other important factors discussed in FiscalNote’s
|
||||||||||||||||
Condensed Consolidated Statements of Operations |
||||||||||||||||
(Unaudited) |
||||||||||||||||
(in thousands, except shares and per share data) |
||||||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subscription |
|
$ |
30,057 |
|
|
$ |
26,075 |
|
|
$ |
87,986 |
|
|
$ |
73,186 |
|
Advisory, advertising, and other |
|
|
3,952 |
|
|
|
2,996 |
|
|
|
10,394 |
|
|
|
9,130 |
|
Total revenues |
|
|
34,009 |
|
|
|
29,071 |
|
|
|
98,380 |
|
|
|
82,316 |
|
Operating expenses: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenues |
|
|
10,441 |
|
|
|
8,699 |
|
|
|
28,863 |
|
|
|
23,581 |
|
Research and development |
|
|
4,540 |
|
|
|
5,629 |
|
|
|
14,170 |
|
|
|
15,438 |
|
Sales and marketing |
|
|
11,235 |
|
|
|
11,830 |
|
|
|
35,222 |
|
|
|
31,722 |
|
Editorial |
|
|
4,516 |
|
|
|
4,218 |
|
|
|
13,533 |
|
|
|
11,240 |
|
General and administrative |
|
|
14,418 |
|
|
|
38,945 |
|
|
|
48,813 |
|
|
|
59,535 |
|
Amortization of intangible assets |
|
|
2,899 |
|
|
|
2,601 |
|
|
|
8,614 |
|
|
|
7,818 |
|
Impairment of goodwill |
|
|
- |
|
|
|
- |
|
|
|
5,837 |
|
|
|
- |
|
Transaction costs (gains), net |
|
|
(579 |
) |
|
|
1,275 |
|
|
|
1,138 |
|
|
|
1,257 |
|
Total operating expenses |
|
|
47,470 |
|
|
|
73,197 |
|
|
|
156,190 |
|
|
|
150,591 |
|
Operating loss |
|
|
(13,461 |
) |
|
|
(44,126 |
) |
|
|
(57,810 |
) |
|
|
(68,275 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
8,018 |
|
|
|
42,894 |
|
|
|
21,853 |
|
|
|
89,672 |
|
Change in fair value of financial instruments |
|
|
(7,157 |
) |
|
|
(21,910 |
) |
|
|
(18,850 |
) |
|
|
(18,524 |
) |
Gain on PPP loan upon extinguishment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(7,667 |
) |
Loss on debt extinguishment, net |
|
|
- |
|
|
|
45,250 |
|
|
|
- |
|
|
|
45,250 |
|
Loss on settlement |
|
|
- |
|
|
|
- |
|
|
|
3,474 |
|
|
|
- |
|
Other expense, net |
|
|
207 |
|
|
|
928 |
|
|
|
245 |
|
|
|
1,543 |
|
Net loss before income taxes |
|
|
(14,529 |
) |
|
|
(111,288 |
) |
|
|
(64,532 |
) |
|
|
(178,549 |
) |
Provision (benefit) from income taxes |
|
|
(62 |
) |
|
|
(2,286 |
) |
|
|
181 |
|
|
|
(2,836 |
) |
Net loss |
|
|
(14,467 |
) |
|
|
(109,002 |
) |
|
|
(64,713 |
) |
|
|
(175,713 |
) |
Other comprehensive loss |
|
|
(1,006 |
) |
|
|
(1,003 |
) |
|
|
(1,037 |
) |
|
|
(1,777 |
) |
Total comprehensive loss |
|
$ |
(15,473 |
) |
|
$ |
(110,005 |
) |
|
$ |
(65,750 |
) |
|
$ |
(177,490 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
(14,467 |
) |
|
$ |
(109,002 |
) |
|
$ |
(64,713 |
) |
|
$ |
(175,713 |
) |
Deemed dividend |
|
|
- |
|
|
|
(24,351 |
) |
|
|
- |
|
|
|
(26,570 |
) |
Net loss used to compute loss per share |
|
$ |
(14,467 |
) |
|
$ |
(133,353 |
) |
|
$ |
(64,713 |
) |
|
$ |
(202,283 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss per share attributable to common shareholders: |
|
|||||||||||||||
Basic |
|
$ |
(0.11 |
) |
|
$ |
(1.39 |
) |
|
$ |
(0.49 |
) |
|
$ |
(4.52 |
) |
Diluted |
|
$ |
(0.11 |
) |
|
$ |
(1.63 |
) |
|
$ |
(0.49 |
) |
|
$ |
(5.03 |
) |
Weighted average shares used in computing loss per shares attributable to common shareholders: |
|
|||||||||||||||
Basic |
|
|
128,832,502 |
|
|
|
96,117,011 |
|
|
|
131,994,563 |
|
|
|
44,757,851 |
|
Diluted |
|
|
128,832,502 |
|
|
|
96,235,930 |
|
|
|
131,994,563 |
|
|
|
44,876,770 |
|
(1) Amounts include stock-based compensation expenses, as follows: |
|
|||||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Cost of revenues |
|
$ |
45 |
|
|
$ |
13 |
|
|
$ |
185 |
|
|
$ |
36 |
|
Research and development |
|
|
328 |
|
|
|
504 |
|
|
|
1,080 |
|
|
|
609 |
|
Sales and marketing |
|
|
1,041 |
|
|
|
721 |
|
|
|
1,718 |
|
|
|
828 |
|
Editorial |
|
|
120 |
|
|
|
513 |
|
|
|
292 |
|
|
|
560 |
|
General and administrative |
|
|
4,690 |
|
|
|
28,292 |
|
|
|
14,937 |
|
|
|
28,835 |
|
|
||||||||
Condensed Consolidated Balance Sheets |
||||||||
(Unaudited) |
||||||||
(in thousands, except shares, and par value) |
||||||||
|
|
|
|
|
|
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
16,489 |
|
|
$ |
60,388 |
|
Restricted cash |
|
|
844 |
|
|
|
835 |
|
Short-term investments |
|
|
7,113 |
|
|
|
- |
|
Accounts receivable, net |
|
|
13,753 |
|
|
|
14,909 |
|
Costs capitalized to obtain revenue contracts, net |
|
|
3,194 |
|
|
|
2,794 |
|
Prepaid expenses |
|
|
3,490 |
|
|
|
4,315 |
|
Other current assets |
|
|
3,300 |
|
|
|
2,764 |
|
Total current assets |
|
|
48,183 |
|
|
|
86,005 |
|
|
|
|
|
|
|
|
||
Property and equipment, net |
|
|
6,410 |
|
|
|
7,325 |
|
Capitalized software costs, net |
|
|
15,406 |
|
|
|
13,946 |
|
Noncurrent costs capitalized to obtain revenue contracts, net |
|
|
4,248 |
|
|
|
3,976 |
|
Operating lease assets |
|
|
18,247 |
|
|
|
21,005 |
|
|
|
|
206,887 |
|
|
|
194,362 |
|
Customer relationships, net |
|
|
57,737 |
|
|
|
56,348 |
|
Database, net |
|
|
19,351 |
|
|
|
21,020 |
|
Other intangible assets, net |
|
|
23,859 |
|
|
|
28,728 |
|
Other non-current assets |
|
|
535 |
|
|
|
442 |
|
Total assets |
|
$ |
400,863 |
|
|
$ |
433,157 |
|
|
|
|
|
|
|
|
||
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Current maturities of long-term debt |
|
$ |
68 |
|
|
$ |
68 |
|
Accounts payable and accrued expenses |
|
|
12,710 |
|
|
|
13,739 |
|
Deferred revenue, current portion |
|
|
45,708 |
|
|
|
35,569 |
|
Customer deposits |
|
|
1,129 |
|
|
|
3,252 |
|
Contingent liabilities from acquisitions, current portion |
|
|
411 |
|
|
|
696 |
|
Operating lease liabilities, current portion |
|
|
3,227 |
|
|
|
6,709 |
|
Other current liabilities |
|
|
1,871 |
|
|
|
2,079 |
|
Total current liabilities |
|
|
65,124 |
|
|
|
62,112 |
|
|
|
|
|
|
|
|
||
Long-term debt, net of current maturities |
|
|
213,157 |
|
|
|
161,980 |
|
Deferred tax liabilities |
|
|
2,695 |
|
|
|
714 |
|
Deferred revenue, net of current portion |
|
|
998 |
|
|
|
918 |
|
Contingent liabilities from acquisitions, net of current portion |
|
|
1,710 |
|
|
|
883 |
|
Operating lease liabilities, net of current portion |
|
|
26,837 |
|
|
|
29,110 |
|
Public and private warrant liabilities |
|
|
2,765 |
|
|
|
18,892 |
|
Other non-current liabilities |
|
|
4,008 |
|
|
|
13,858 |
|
Total liabilities |
|
|
317,294 |
|
|
|
288,467 |
|
Commitment and contingencies (Note 17) |
|
|
|
|
|
|
||
Stockholders' equity: |
|
|
|
|
|
|
||
Class A Common stock ( |
|
|
11 |
|
|
|
12 |
|
Class |
|
|
1 |
|
|
|
1 |
|
Additional paid-in capital |
|
|
851,047 |
|
|
|
846,205 |
|
Accumulated other comprehensive loss |
|
|
(1,822 |
) |
|
|
(785 |
) |
Accumulated deficit |
|
|
(765,668 |
) |
|
|
(700,743 |
) |
Total stockholders' equity |
|
|
83,569 |
|
|
|
144,690 |
|
Total liabilities and stockholders' equity |
|
$ |
400,863 |
|
|
$ |
433,157 |
|
|
||||||||
Condensed Consolidated Statements of Cash Flows |
||||||||
(Unaudited) |
||||||||
(in thousands) |
||||||||
|
|
Nine Months Ended |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Operating Activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
(64,713 |
) |
|
$ |
(175,713 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation |
|
|
1,007 |
|
|
|
892 |
|
Amortization of intangible assets and capitalized software development costs |
|
|
19,068 |
|
|
|
14,482 |
|
Amortization of deferred costs to obtain revenue contracts |
|
|
2,602 |
|
|
|
1,922 |
|
Impairment of goodwill |
|
|
5,837 |
|
|
|
- |
|
Non-cash operating lease expense |
|
|
2,885 |
|
|
|
4,856 |
|
Stock-based compensation |
|
|
18,212 |
|
|
|
30,868 |
|
Operating lease asset impairment |
|
|
- |
|
|
|
378 |
|
Loss on settlement |
|
|
3,474 |
|
|
|
- |
|
Other non-cash expenses |
|
|
(688 |
) |
|
|
218 |
|
Bad debt expense |
|
|
267 |
|
|
|
90 |
|
Change in fair value of acquisition contingent consideration |
|
|
(138 |
) |
|
|
(2,192 |
) |
Unrealized gain loss on securities |
|
|
115 |
|
|
|
- |
|
Change in fair value of financial instruments |
|
|
(18,850 |
) |
|
|
(18,524 |
) |
Deferred income tax provision (benefit) |
|
|
(80 |
) |
|
|
(2,708 |
) |
Paid-in-kind interest, net |
|
|
3,987 |
|
|
|
10,491 |
|
Non-cash interest expense |
|
|
3,035 |
|
|
|
50,512 |
|
Loss on debt extinguishment, net |
|
|
- |
|
|
|
45,250 |
|
Gain on PPP Loan forgiveness |
|
|
- |
|
|
|
(7,667 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
2,560 |
|
|
|
(4,211 |
) |
Prepaid expenses and other current assets |
|
|
1,935 |
|
|
|
(1,151 |
) |
Costs capitalized to obtain revenue contracts, net |
|
|
(3,263 |
) |
|
|
(2,808 |
) |
Other non-current assets |
|
|
(119 |
) |
|
|
(395 |
) |
Accounts payable and accrued expenses |
|
|
(6,389 |
) |
|
|
3,566 |
|
Deferred revenue |
|
|
6,141 |
|
|
|
8,581 |
|
Customer deposits |
|
|
(2,182 |
) |
|
|
(1,917 |
) |
Other current liabilities |
|
|
(754 |
) |
|
|
(5,677 |
) |
Contingent liabilities from acquisitions, net of current portion |
|
|
(39 |
) |
|
|
(1,267 |
) |
Operating lease liabilities |
|
|
(5,844 |
) |
|
|
(6,296 |
) |
Other non-current liabilities |
|
|
(6 |
) |
|
|
921 |
|
Net cash used in operating activities |
|
|
(31,940 |
) |
|
|
(57,499 |
) |
|
|
|
|
|
|
|
||
Investing Activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
(5,957 |
) |
|
|
(8,859 |
) |
Purchases of short-term investments |
|
|
(7,369 |
) |
|
|
- |
|
Cash paid for business acquisitions, net of cash acquired |
|
|
(5,010 |
) |
|
|
1,125 |
|
Net cash used in investing activities |
|
|
(18,336 |
) |
|
|
(7,734 |
) |
|
|
|
|
|
|
|
||
Financing Activities: |
|
|
|
|
|
|
||
Proceeds from Business Combination |
|
|
- |
|
|
|
175,000 |
|
Issuance costs of Common Stock |
|
|
- |
|
|
|
(45,242 |
) |
Proceeds from long-term debt, net of issuance costs |
|
|
6,000 |
|
|
|
166,013 |
|
Principal payments of long-term debt |
|
|
(80 |
) |
|
|
(189,023 |
) |
Proceeds from exercise of public warrants |
|
|
- |
|
|
|
4,469 |
|
Proceeds from exercise of stock options and ESPP purchases |
|
|
650 |
|
|
|
386 |
|
Repurchase of common stock |
|
|
- |
|
|
|
(88 |
) |
Net cash provided by financing activities |
|
|
6,570 |
|
|
|
111,515 |
|
|
|
|
|
|
|
|
||
Effects of exchange rates on cash |
|
|
(184 |
) |
|
|
(451 |
) |
|
|
|
|
|
|
|
||
Net change in cash, cash equivalents, and restricted cash |
|
|
(43,890 |
) |
|
|
45,831 |
|
Cash, cash equivalents, and restricted cash, beginning of period |
|
|
61,223 |
|
|
|
33,009 |
|
Cash, cash equivalents, and restricted cash, end of period |
|
$ |
17,333 |
|
|
$ |
78,840 |
|
|
|
|
|
|
|
|
||
Supplemental Noncash Investing and Financing Activities: |
|
|
|
|
|
|
||
Issuance of Class A common stock upon redemption of preferred stock |
|
$ |
- |
|
|
$ |
475,781 |
|
Issuance of Class A common stock and Class B common stock in connection with Business Combination |
|
$ |
- |
|
|
$ |
346,797 |
|
Acquisition of warrant liabilities |
|
$ |
- |
|
|
$ |
34,947 |
|
Accretion of redemption value of preferred stock |
|
$ |
- |
|
|
$ |
26,570 |
|
Issuance of common stock in connection with business acquisitions |
|
$ |
- |
|
|
$ |
8,590 |
|
Warrants issued in conjunction with long-term debt issuance |
|
$ |
178 |
|
|
$ |
436 |
|
Issuance of Class A common stock upon exercise of public warrants |
|
$ |
- |
|
|
$ |
263 |
|
Fees payable to debt holders settled through increase of debt principal |
|
$ |
- |
|
|
$ |
100 |
|
Property and equipment purchases included in accounts payable |
|
$ |
323 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
||
Supplemental Cash Flow Activities: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
15,290 |
|
|
$ |
28,974 |
|
Cash paid for taxes |
|
$ |
16 |
|
|
$ |
68 |
|
Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with
Adjusted Revenue
Adjusted revenue represents revenue adjusted to include amounts that would have been recognized if deferred revenue was not adjusted to fair value in connection with acquisition accounting. Adjusted revenue is presented because we use this measure to evaluate performance of our business against prior periods and believe it is useful for investors as an indicator of the underlying performance of our business. Adjusted revenue is not a recognized term under
Adjusted Gross Profit and Adjusted Gross Profit Margin
We define Adjusted Gross Profit as Adjusted Revenue minus cost of revenues, before amortization of intangible assets that are included in costs of revenues. We define Adjusted Gross Profit Margin as Adjusted Gross Profit divided by Adjusted Revenues.
We use Adjusted Gross Profit and Adjusted Gross Profit Margin to understand and evaluate our core operating performance and trends. We believe these metrics are useful measures to us and to our investors to assist in evaluating our core operating performance because it provides consistency and direct comparability with our past financial performance and between fiscal periods, as the metrics eliminate the non-cash effects of amortization of intangible assets and deferred revenue, which are non-cash impacts that may fluctuate for reasons unrelated to overall operating performance.
Adjusted Gross Profit and Adjusted Gross Profit Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP and should not be considered as replacements for gross profit and gross profit margin, as determined by GAAP, or as measures of our profitability. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures only for supplemental purposes. Adjusted Gross Profit and Adjusted Gross Profit Margin as presented herein is not necessarily comparable to similarly titled measures presented by other companies.
EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. EBITDA represents earnings before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA reflects further adjustments to EBITDA to exclude certain non-cash items and other items that management believes are not indicative of ongoing operations. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by Adjusted Revenue.
We disclose EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin because they are key measures used by management to evaluate our business, measure our operating performance and make strategic decisions. We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are useful for investors and others in understanding and evaluating our operating results in the same manner as management. EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin should not be considered as substitutes for net loss, net loss before income taxes, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze our business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report measures titled EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate non-GAAP financial measures, which reduces their comparability. Because of these limitations, you should consider EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin alongside other financial performance measures, including net income and our other financial results presented in accordance with GAAP.
Adjusted Revenues
The following table presents our calculation of Adjusted Revenues for the periods presented, and a reconciliation of this measure to our GAAP revenues for the same periods:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
(In thousands) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Subscription revenue |
|
$ |
30,057 |
|
|
$ |
26,075 |
|
|
$ |
87,986 |
|
|
$ |
73,186 |
|
Deferred revenue adjustment |
|
|
- |
|
|
|
123 |
|
|
|
- |
|
|
|
1,853 |
|
Adjusted subscription revenue |
|
|
30,057 |
|
|
|
26,198 |
|
|
|
87,986 |
|
|
|
75,039 |
|
Advisory, advertising, and other revenue |
|
|
3,952 |
|
|
|
2,996 |
|
|
|
10,394 |
|
|
|
9,130 |
|
Adjusted Revenues |
|
$ |
34,009 |
|
|
$ |
29,194 |
|
|
$ |
98,380 |
|
|
$ |
84,169 |
|
Adjusted Gross Profit and Adjusted Gross Profit Margin
The following table presents our calculation of Adjusted Gross Profit and Adjusted Gross Profit Margin for the periods presented:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
(In thousands) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Adjusted Revenues |
|
$ |
34,009 |
|
|
$ |
29,194 |
|
|
$ |
98,380 |
|
|
$ |
84,169 |
|
Costs of revenue |
|
|
(10,441 |
) |
|
|
(8,699 |
) |
|
|
(28,863 |
) |
|
|
(23,581 |
) |
Amortization of intangible assets |
|
|
4,796 |
|
|
|
2,832 |
|
|
|
10,454 |
|
|
|
6,664 |
|
Adjusted Gross Profit |
|
$ |
28,364 |
|
|
$ |
23,327 |
|
|
$ |
79,971 |
|
|
$ |
67,252 |
|
Adjusted Gross Profit Margin |
|
|
83 |
% |
|
|
80 |
% |
|
|
81 |
% |
|
|
80 |
% |
EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin
The following table presents our calculation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the periods presented:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
(In thousands) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net loss |
|
$ |
(14,467 |
) |
|
$ |
(109,002 |
) |
|
$ |
(64,713 |
) |
|
$ |
(175,713 |
) |
Provision (benefit) from income taxes |
|
|
(62 |
) |
|
|
(2,286 |
) |
|
|
181 |
|
|
|
(2,836 |
) |
Depreciation and amortization |
|
|
8,030 |
|
|
|
5,743 |
|
|
|
20,074 |
|
|
|
15,374 |
|
Interest expense, net |
|
|
8,018 |
|
|
|
42,894 |
|
|
|
21,853 |
|
|
|
89,672 |
|
EBITDA |
|
|
1,519 |
|
|
|
(62,651 |
) |
|
|
(22,605 |
) |
|
|
(73,503 |
) |
Deferred revenue adjustment (a) |
|
|
- |
|
|
|
123 |
|
|
|
- |
|
|
|
1,853 |
|
Stock-based compensation |
|
|
6,224 |
|
|
|
30,043 |
|
|
|
18,212 |
|
|
|
30,868 |
|
Change in fair value of financial instruments (b) |
|
|
(7,157 |
) |
|
|
(21,910 |
) |
|
|
(18,850 |
) |
|
|
(18,524 |
) |
Loss on debt extinguishment, net |
|
|
- |
|
|
|
45,250 |
|
|
|
- |
|
|
|
45,250 |
|
Other non-cash (gains) charges (c) |
|
|
(704 |
) |
|
|
(948 |
) |
|
|
5,227 |
|
|
|
(9,286 |
) |
Acquisition related costs (d) |
|
|
12 |
|
|
|
431 |
|
|
|
1,391 |
|
|
|
1,003 |
|
Employee severance costs (e) |
|
|
560 |
|
|
|
149 |
|
|
|
1,310 |
|
|
|
149 |
|
Non-capitalizable debt raising costs |
|
|
- |
|
|
|
- |
|
|
|
316 |
|
|
|
403 |
|
Other infrequent costs (f) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
20 |
|
Costs incurred related to the transaction (g) |
|
|
81 |
|
|
|
1,791 |
|
|
|
415 |
|
|
|
2,250 |
|
Loss contingency (h) |
|
|
201 |
|
|
|
286 |
|
|
|
4,091 |
|
|
|
286 |
|
Adjusted EBITDA |
|
$ |
736 |
|
|
$ |
(7,436 |
) |
|
$ |
(10,493 |
) |
|
$ |
(19,231 |
) |
Adjusted EBITDA Margin |
|
|
2.2 |
% |
|
|
(25.5 |
)% |
|
|
(10.7 |
)% |
|
|
(22.8 |
)% |
(a) |
Reflects deferred revenue fair value adjustments arising from the purchase price allocation in connection with the 2021 Acquisitions. |
|
(b) |
Reflects the non-cash impact from the mark to market adjustments on our financial instruments. |
|
(c) |
Reflects the non-cash impact of the following: (i) impairment of goodwill of |
|
(d) |
Reflects the costs incurred to identify, consider, and complete business combination transactions consisting of advisory, legal, and other professional and consulting costs. |
|
(e) |
Severance costs associated with workforce changes related to business realignment actions. |
|
(f) |
Costs incurred related to litigation we believe to be outside of our normal course of business totaling |
|
(g) |
Includes non-capitalizable transaction costs incurred within one year of the Business Combination. |
|
(h) |
Reflects (i) |
Key Performance Indicators
We also monitor the following key performance indicators to evaluate growth trends, prepare financial projections, make strategic decisions, and measure the effectiveness of our sales and marketing efforts. Our management team assesses our performance based on these key performance indicators because it believes they reflect the underlying trends and indicators of our business and serve as meaningful indicators of our continuous operational performance.
Annual Recurring Revenue (“ARR”)
Approximately 90% of our revenues are subscription based, which leads to high revenue predictability. Our ability to retain existing subscription customers is a key performance indicator that helps explain the evolution of our historical results and is a leading indicator of our revenues and cash flows for subsequent periods. We use ARR as a measure of our revenue trend and an indicator of our future revenue opportunity from existing recurring subscription customer contracts. We calculate ARR on an account level by annualizing the contracted subscription revenue, and our total ARR as of the end of a period is the aggregate thereof. ARR is not adjusted for the impact of any known or projected future customer cancellations, upgrades or downgrades, or price increases or decreases. The amount of actual revenue that we recognize over any 12-month period is likely to differ from ARR at the beginning of that period, sometimes significantly. This may occur due to timing of the revenue bookings during the period, cancellations, upgrades, or downgrades and pending renewals. ARR should be viewed independently of revenue as it is an operating metric and is not intended to be a replacement or forecast of revenue. Our calculation of ARR may differ from similarly titled metrics presented by other companies.
Run-Rate Revenue
Management also monitors run-rate revenue, which we define as ARR plus non-subscription revenue earned during the last twelve months. We believe run-rate revenue is an indicator of our total revenue growth, incorporating the non-subscription revenue that we believe is a meaningful contribution to our business as a whole. Although our non-subscription business is non-recurring, we regularly sell different advisory services to repeat customers. The amount of actual subscription and non-subscription revenue that we recognize over any 12-month period is likely to differ from run-rate revenue at the beginning of that period, sometimes significantly.
Net Revenue Retention (“NRR”)
Our NRR, which we use to measure our success in retaining and growing recurring revenue from our existing customers, compares our recognized recurring revenue from a set of customers across comparable periods. We calculate our NRR for a given period as ARR at the end of the period minus ARR contracted from new clients for which there is no historical revenue booked during the period, divided by the beginning ARR for the period. For our federal government clients, we consider subdivisions of the same executive branch department or independent agency (for example, divisions of a single federal department or agency) to be a single customer for purposes of calculating our account-level ARR and NRR. For our commercial clients, we consider subdivisions of the same legal entity as separate customers. Customers from acquisitions are not included in NRR until they have been part of our condensed consolidated results for 12 months. Our calculation of NRR for any fiscal period includes the positive recurring revenue impacts of selling additional licenses and services to existing customers and the negative recognized recurring revenue impacts of contraction and attrition among this set of customers. Our NRR may fluctuate as a result of a number of factors, including the growing level of our revenue base, the level of penetration within our customer base, expansion of products and features, and our ability to retain our customers. Our calculation of NRR may differ from similarly titled metrics presented by other companies.
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