Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | FISCALNOTE HOLDINGS, INC. | |
Entity Central Index Key | 0001823466 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-396972 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-3772307 | |
Entity Address, Address Line One | 1201 Pennsylvania Avenue NW, 6th Floor | |
Entity Address, City or Town | Washington, D.C. | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 20004 | |
City Area Code | 202 | |
Local Phone Number | 793-5300 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Class A | ||
Entity Common Stock, Shares Outstanding | 122,893,564 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | NOTE | |
Security Exchange Name | NYSE | |
Common Class B | ||
Entity Common Stock, Shares Outstanding | 8,290,921 | |
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | NOTE.WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 78,010 | $ 32,168 |
Restricted cash | 830 | 841 |
Accounts receivable, net | 12,486 | 11,174 |
Costs capitalized to obtain revenue contracts, net | 2,575 | 2,787 |
Prepaid expenses | 5,285 | 1,803 |
Other current assets | 3,265 | 5,525 |
Total current assets | 102,451 | 54,298 |
Property and equipment, net | 7,368 | 7,509 |
Capitalized software costs, net | 12,673 | 7,480 |
Noncurrent costs capitalized to obtain revenue contracts, net | 3,729 | 2,709 |
Operating lease assets | 22,168 | |
Goodwill | 192,462 | 188,768 |
Customer relationships, net | 58,006 | 61,644 |
Database, net | 21,471 | 22,357 |
Other intangible assets, net | 29,658 | 33,728 |
Other non-current assets | 395 | |
Total assets | 450,381 | 378,493 |
Current liabilities: | ||
Current maturities of long-term debt | 68 | 13,567 |
Accounts payable and accrued expenses | 11,204 | 15,796 |
Deferred revenue, current portion | 38,290 | 29,569 |
Customer deposits | 1,709 | 3,568 |
Contingent liabilities from acquisitions, current portion | 300 | 1,088 |
Operating lease liabilities, current portion | 7,940 | |
Other current liabilities | 2,288 | 5,880 |
Total current liabilities | 61,799 | 69,468 |
Long-term debt, net of current maturities | 160,047 | 299,318 |
Convertible notes - related parties | 18,295 | |
Deferred tax liabilities | 796 | 3,483 |
Deferred revenue, net of current portion | 952 | 528 |
Deferred rent | 8,236 | |
Contingent liabilities from acquisitions, net of current portion | 1,309 | 4,016 |
Sublease loss liability, net of current portion | 2,090 | |
Lease incentive liability, net of current portion | 4,440 | |
Operating lease liabilities, net of current portion | 29,577 | |
Warrant liabilities | 13,091 | |
Other non-current liabilities | 1,806 | 1,453 |
Total liabilities | 269,377 | 411,327 |
Commitment and contingencies (Note 17) | ||
Temporary equity | ||
Redeemable, convertible preferred stock | 449,211 | |
Stockholders' equity (deficit): | ||
Additional paid-in capital | 841,598 | |
Accumulated other comprehensive loss | (2,408) | (631) |
Accumulated deficit | (658,199) | (481,414) |
Total stockholders' equity (deficit) | 181,004 | (482,045) |
Total liabilities, temporary equity and stockholders' equity (deficit) | 450,381 | $ 378,493 |
Common Class A | ||
Stockholders' equity (deficit): | ||
Common stock value | 12 | |
Common Class B | ||
Stockholders' equity (deficit): | ||
Common stock value | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common Class A | ||
Common stock par value | $ 0.0001 | $ 0.00001 |
Common stock, shares authorized | 1,700,000,000 | 117,592,400 |
Common stock, shares, issued | 122,436,591 | 18,346,466 |
Common stock, shares, outstanding | 122,436,591 | 18,346,466 |
Common Class B | ||
Common stock par value | $ 0.0001 | $ 0 |
Common stock, shares authorized | 9,000,000 | 0 |
Common stock, shares, issued | 8,290,921 | 0 |
Common stock, shares, outstanding | 8,290,921 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Revenues: | |||||
Total revenues | $ 29,071 | $ 21,774 | $ 82,316 | $ 58,450 | |
Operating expenses: | |||||
Cost of revenues | [1] | 8,699 | 5,412 | 23,581 | 14,664 |
Research and development | [1] | 5,629 | 6,433 | 15,438 | 17,671 |
Sales and marketing | [1] | 11,830 | 7,454 | 31,722 | 21,258 |
Editorial | [1] | 4,218 | 3,786 | 11,240 | 10,967 |
General and administrative | [1] | 38,945 | 9,337 | 59,535 | 22,199 |
Amortization of intangible assets | [1] | 2,601 | 2,512 | 7,818 | 6,651 |
Loss on sublease | [1] | 1,362 | |||
Transaction costs, net | [1] | 1,275 | 2,127 | 1,257 | 2,985 |
Total operating expenses | [1] | 73,197 | 37,061 | 150,591 | 97,757 |
Operating loss | (44,126) | (15,287) | (68,275) | (39,307) | |
Interest expense, net | 42,894 | 16,261 | 89,672 | 46,102 | |
Change in fair value of warrant and derivative liabilities | (21,910) | (2,839) | (18,524) | 9,406 | |
Gain on PPP loan upon extinguishment | (7,667) | ||||
Loss on debt extinguishment, net | 45,250 | 45,250 | |||
Other expense, net | 928 | 241 | 1,543 | 384 | |
Net loss before income taxes | (111,288) | (28,950) | (178,549) | (95,199) | |
Benefit from income taxes | (2,286) | (992) | (2,836) | (6,737) | |
Net loss | (109,002) | (27,958) | (175,713) | (88,462) | |
Other comprehensive loss | (1,003) | (368) | (1,777) | (546) | |
Total comprehensive loss | (110,005) | (28,326) | (177,490) | (89,008) | |
Net loss | (109,002) | (27,958) | (175,713) | (88,462) | |
Deemed dividend | (24,351) | (78,037) | (26,570) | (218,250) | |
Net loss used to compute basic loss per share | (133,353) | (105,995) | (202,283) | (306,712) | |
Marked-to-market fair value gain for private warrants | (23,310) | (23,310) | |||
Net loss used to compute diluted loss per share | $ (156,663) | $ (105,995) | $ (225,593) | $ (306,712) | |
Earnings per share attributable to common shareholders: | |||||
Basic | $ (1.39) | $ (6.34) | $ (4.52) | $ (20.91) | |
Diluted | $ (1.63) | $ (6.34) | $ (5.03) | $ (20.91) | |
Weighted average shares used in computing earnings per shares attributable to common shareholders: | |||||
Basic | 96,117,011 | 16,724,066 | 44,757,851 | 14,671,167 | |
Diluted | 96,235,930 | 16,724,066 | 44,876,770 | 14,671,167 | |
Subscription | |||||
Revenues: | |||||
Total revenues | $ 26,075 | $ 20,139 | $ 73,186 | $ 53,098 | |
Advisory, advertising, and other | |||||
Revenues: | |||||
Total revenues | $ 2,996 | $ 1,635 | $ 9,130 | $ 5,352 | |
[1] Amounts include stock-based compensation expenses, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 13 $ 4 $ 36 $ 9 Research and development 504 55 609 216 Sales and marketing 721 27 828 97 Editorial 513 24 560 67 General and administrative 28,292 77 28,835 158 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cost of Revenues | ||||
Stock-based compensation expenses | $ 13 | $ 4 | $ 36 | $ 9 |
Research and Development | ||||
Stock-based compensation expenses | 504 | 55 | 609 | 216 |
Sales and Marketing Expense | ||||
Stock-based compensation expenses | 721 | 27 | 828 | 97 |
Editorial | ||||
Stock-based compensation expenses | 513 | 24 | 560 | 67 |
General and Administrative | ||||
Stock-based compensation expenses | $ 28,292 | $ 77 | $ 28,835 | $ 158 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Class A | Class A Common Stock and Class B Common Stock | Preferred Stock | Preferred Stock Common Class A | Common Stock | Common Stock Common Class A | Common Stock Class A Common Stock and Class B Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Common Class A | Additional Paid-in Capital Class A Common Stock and Class B Common Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated Deficit Common Class A |
Beginning Balance at Dec. 31, 2020 | $ (231,230) | $ 5,808 | $ (63) | $ (236,975) | ||||||||||
Balance, shares at Dec. 31, 2020 | 38,258,865 | |||||||||||||
Balance at Dec. 31, 2020 | $ 238,963 | |||||||||||||
Balance, shares at Dec. 31, 2020 | 10,425,584 | |||||||||||||
Retroactive conversion of shares due to Business Combination | 1,949,584 | |||||||||||||
Retroactive conversion of shares due to Business Combination, shares | 7,154,403 | |||||||||||||
Balance, as converted at Dec. 31, 2020 | (231,230) | 5,808 | (63) | (236,975) | ||||||||||
Balance as converted, shares at Dec. 31, 2020 | 45,413,268 | |||||||||||||
Balance, as converted at Dec. 31, 2020 | $ 238,963 | |||||||||||||
Balance as converted, shares at Dec. 31, 2020 | 12,375,168 | |||||||||||||
Accretion of preferred stock to redemption value | 213,797 | |||||||||||||
Accretion of preferred stock to redemption value | (213,797) | (57,990) | (155,807) | |||||||||||
Exercise of stock options | 364 | 364 | ||||||||||||
Exercise of stock options, shares | 316,360 | |||||||||||||
Issuance of preferred stock and warrants | $ 17,045 | |||||||||||||
Issuance of preferred stock and warrants | (201) | 252 | (453) | |||||||||||
Issuance of preferred stock and warrants, shares | 1,481,930 | |||||||||||||
Shares issued in business acquisitions | 32,966 | 32,966 | ||||||||||||
Shares issued in business acquisitions, shares | 4,954,486 | |||||||||||||
Seller convertible notes issued at premium | 7,178 | 7,178 | ||||||||||||
Capital distribution | (3,686) | (3,686) | ||||||||||||
Beneficial conversion feature, net of taxes | 14,561 | 14,561 | ||||||||||||
Stock-based compensation expense | 547 | 547 | ||||||||||||
Net loss | (88,462) | (88,462) | ||||||||||||
Foreign currency translation gain (loss) | (546) | (546) | ||||||||||||
Ending Balance at Sep. 30, 2021 | (482,306) | (609) | (481,697) | |||||||||||
Balance, shares at Sep. 30, 2021 | 46,895,198 | |||||||||||||
Balance at Sep. 30, 2021 | $ 469,805 | |||||||||||||
Balance, share at Sep. 30, 2021 | 17,646,014 | |||||||||||||
Beginning Balance at Jun. 30, 2021 | (399,187) | (241) | (398,946) | |||||||||||
Balance, shares at Jun. 30, 2021 | 39,460,481 | |||||||||||||
Balance at Jun. 30, 2021 | $ 390,918 | |||||||||||||
Balance, shares at Jun. 30, 2021 | 13,311,625 | |||||||||||||
Retroactive conversion of shares due to Business Combination | 2,489,271 | |||||||||||||
Retroactive conversion of shares due to Business Combination, shares | 7,379,105 | |||||||||||||
Balance, as converted at Jun. 30, 2021 | (399,187) | (241) | (398,946) | |||||||||||
Balance as converted, shares at Jun. 30, 2021 | 46,839,586 | |||||||||||||
Balance, as converted at Jun. 30, 2021 | $ 390,918 | |||||||||||||
Balance as converted, shares at Jun. 30, 2021 | 15,800,896 | |||||||||||||
Accretion of preferred stock to redemption value | 78,037 | |||||||||||||
Accretion of preferred stock to redemption value | (78,037) | (23,244) | (54,793) | |||||||||||
Exercise of stock options | 151 | 151 | ||||||||||||
Exercise of stock options, shares | 110,928 | |||||||||||||
Issuance of preferred stock and warrants | $ 850 | |||||||||||||
Issuance of preferred stock and warrants, shares | 55,612 | |||||||||||||
Shares issued in business acquisitions | 15,559 | 15,559 | ||||||||||||
Shares issued in business acquisitions, shares | 1,734,190 | |||||||||||||
Seller convertible notes issued at premium | 7,178 | 7,178 | ||||||||||||
Beneficial conversion feature, net of taxes | 169 | 169 | ||||||||||||
Stock-based compensation expense | 187 | 187 | ||||||||||||
Net loss | (27,958) | (27,958) | ||||||||||||
Foreign currency translation gain (loss) | (368) | (368) | ||||||||||||
Ending Balance at Sep. 30, 2021 | (482,306) | (609) | (481,697) | |||||||||||
Balance, shares at Sep. 30, 2021 | 46,895,198 | |||||||||||||
Balance at Sep. 30, 2021 | $ 469,805 | |||||||||||||
Balance, share at Sep. 30, 2021 | 17,646,014 | |||||||||||||
Beginning Balance at Dec. 31, 2021 | (482,045) | (631) | (481,414) | |||||||||||
Balance, shares at Dec. 31, 2021 | 41,746,262 | |||||||||||||
Balance at Dec. 31, 2021 | 449,211 | $ 449,211 | ||||||||||||
Balance, shares at Dec. 31, 2021 | 15,456,165 | |||||||||||||
Retroactive conversion of shares due to Business Combination | 2,890,301 | |||||||||||||
Retroactive conversion of shares due to Business Combination, shares | 7,806,546 | |||||||||||||
Balance, as converted at Dec. 31, 2021 | (482,045) | (631) | (481,414) | |||||||||||
Balance as converted, shares at Dec. 31, 2021 | 49,552,808 | |||||||||||||
Balance, as converted at Dec. 31, 2021 | $ 449,211 | |||||||||||||
Balance as converted, shares at Dec. 31, 2021 | 18,346,466 | |||||||||||||
Change in par value | $ 2 | (2) | ||||||||||||
Accretion of preferred stock to redemption value | $ 26,570 | |||||||||||||
Accretion of preferred stock to redemption value | (26,570) | (24,351) | (2,219) | |||||||||||
Issuance of Class A Common Stock upon redemption of preferred stock | $ 475,781 | $ (475,781) | $ 5 | $ 475,776 | ||||||||||
Issuance of Class A Common Stock upon redemption of preferred stock, shares | (49,552,808) | 47,595,134 | ||||||||||||
Issuance of Class A Common Stock upon exercise of public warrants | 4,732 | 4,732 | ||||||||||||
Issuance of common stock upon exercise of public warrants, shares | 610,548 | |||||||||||||
Issuance of Class A common stock upon exercise of public warrants, shares | 305,671 | |||||||||||||
Exercise of stock options | 386 | 19 | $ 367 | |||||||||||
Exercise of stock options, shares | 136,043 | |||||||||||||
Shares issued in business acquisitions | 8,590 | $ 346,797 | $ 6 | 8,590 | $ 346,791 | |||||||||
Shares issued in business acquisitions, shares | 859,016 | 62,664,098 | ||||||||||||
Repurchase of common stock | (88) | (88) | ||||||||||||
Repurchase of common stock, shares | (9,785) | |||||||||||||
Stock-based compensation expense | 30,911 | 30,043 | 868 | |||||||||||
Stock-based compensation expense, shares | 220,321 | |||||||||||||
Net loss | (175,713) | (175,713) | ||||||||||||
Foreign currency translation gain (loss) | (1,777) | (1,777) | ||||||||||||
Ending Balance at Sep. 30, 2022 | 181,004 | $ 13 | 841,598 | (2,408) | (658,199) | |||||||||
Balance, share at Sep. 30, 2022 | 130,727,512 | |||||||||||||
Beginning Balance at Jun. 30, 2022 | (550,602) | (1,405) | (549,197) | |||||||||||
Balance, shares at Jun. 30, 2022 | 41,746,262 | |||||||||||||
Balance at Jun. 30, 2022 | $ 451,430 | |||||||||||||
Balance, shares at Jun. 30, 2022 | 15,741,225 | |||||||||||||
Retroactive conversion of shares due to Business Combination | 2,943,606 | |||||||||||||
Retroactive conversion of shares due to Business Combination, shares | 7,806,546 | |||||||||||||
Balance, as converted at Jun. 30, 2022 | (550,602) | (1,405) | (549,197) | |||||||||||
Balance as converted, shares at Jun. 30, 2022 | 49,552,808 | |||||||||||||
Balance, as converted at Jun. 30, 2022 | $ 451,430 | |||||||||||||
Balance as converted, shares at Jun. 30, 2022 | 18,684,831 | |||||||||||||
Change in par value | $ 2 | (2) | ||||||||||||
Accretion of preferred stock to redemption value | $ 24,351 | |||||||||||||
Accretion of preferred stock to redemption value | (24,351) | (24,351) | ||||||||||||
Issuance of Class A Common Stock upon redemption of preferred stock | 475,781 | $ (475,781) | $ 5 | 475,776 | ||||||||||
Issuance of Class A Common Stock upon redemption of preferred stock, shares | (49,552,808) | 47,595,134 | ||||||||||||
Issuance of Class A Common Stock upon exercise of public warrants | 4,732 | 4,732 | ||||||||||||
Issuance of common stock upon exercise of public warrants, shares | 610,548 | |||||||||||||
Issuance of Class A common stock upon exercise of public warrants, shares | 305,671 | |||||||||||||
Exercise of stock options | 19 | 19 | ||||||||||||
Exercise of stock options, shares | 8,214 | |||||||||||||
Shares issued in business acquisitions | $ 8,590 | $ 346,797 | $ 6 | $ 8,590 | $ 346,791 | |||||||||
Shares issued in business acquisitions, shares | 859,016 | 62,664,098 | ||||||||||||
Stock-based compensation expense | 30,043 | 30,043 | ||||||||||||
Net loss | (109,002) | (109,002) | ||||||||||||
Foreign currency translation gain (loss) | (1,003) | (1,003) | ||||||||||||
Ending Balance at Sep. 30, 2022 | $ 181,004 | $ 13 | $ 841,598 | $ (2,408) | $ (658,199) | |||||||||
Balance, share at Sep. 30, 2022 | 130,727,512 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Operating Activities: | |||
Net loss | $ (175,713) | $ (88,462) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 892 | 870 | |
Amortization of intangible assets and capitalized software development costs | 14,482 | 10,728 | |
Amortization of deferred costs to obtain revenue contracts | 1,922 | 1,820 | |
Non-cash operating lease expense | 4,856 | ||
Stock-based compensation | 30,868 | 547 | |
Operating lease asset impairment | 378 | ||
Contingent compensation expense | 195 | ||
Bad debt expense | 90 | 106 | |
Change in fair value of acquisition contingent consideration | (2,192) | 1,045 | |
Change in fair value of derivative liabilities | 3,332 | 9,406 | |
Change in fair value of warrant liabilities | (21,856) | ||
Deferred income tax benefit | (2,708) | (5,299) | |
Paid-in-kind interest | 10,491 | 26,972 | |
Net loss attribuatable to equity method investment | 23 | ||
Non-cash interest expense | 50,512 | 15,126 | |
Loss on debt extinguishment, net | 45,250 | ||
Loss on sublease | [1] | 1,362 | |
Gain on PPP Loan forgiveness | (7,667) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (4,211) | 1,793 | |
Prepaid expenses and other current assets | (1,151) | (1,432) | |
Costs capitalized to obtain revenue contracts, net | (2,808) | (2,140) | |
Other non-current assets | (395) | ||
Accounts payable and accrued expenses | 3,566 | 236 | |
Deferred revenue | 8,581 | 3,264 | |
Customer deposits | (1,917) | (386) | |
Other current liabilities | (5,677) | 604 | |
Deferred rent | 535 | ||
Contingent liabilities from acquisitions, current portion | (1,267) | ||
Lease liabilities | (6,296) | ||
Sublease loss liability, net of current portion | (458) | ||
Lease incentive liability, net of current portion | (396) | ||
Other non-current liabilities | 921 | (20) | |
Net cash used in operating activities | (57,499) | (24,179) | |
Investing Activities: | |||
Capital expenditures | (8,859) | (3,931) | |
Cash paid for business acquisitions, net of cash acquired | 1,125 | (26,378) | |
Net cash used in investing activities | (7,734) | (30,309) | |
Financing Activities: | |||
Proceeds from Business Combination | 175,000 | ||
Issuance costs of common stock | (45,242) | ||
Proceeds from long-term debt, net of issuance costs | 166,013 | 33,147 | |
Principal payments of long-term debt | (189,023) | ||
Proceeds from exercise of public warrants | 4,469 | ||
Proceeds from exercise of stock options | 386 | 364 | |
Repurchase of common stock | (88) | ||
Net proceeds from issuance of preferred stock | 12,481 | ||
Net cash provided by financing activities | 111,515 | 45,992 | |
Effects of exchange rates on cash | (451) | 40 | |
Net change in cash, cash equivalents, and restricted cash | 45,831 | (8,456) | |
Cash, cash equivalents, and restricted cash, beginning of period | 33,009 | 45,020 | |
Cash, cash equivalents, and restricted cash, end of period | 78,840 | 36,564 | |
Supplemental Noncash Investing and Financing Activities: | |||
Acquisition of warrant liabilities | 34,947 | ||
Accretion of redemption value of preferred stock | 26,570 | 213,797 | |
Issuance of common stock in connection with business acquisitions | 8,590 | 32,966 | |
Warrants issued in conjunction with long-term debt issuance | 436 | 252 | |
Fees payable to debt holders settled through increase of debt principal | 100 | ||
Fair value of seller notes issued in connection with business combinations | 21,438 | ||
Beneficial conversion feature in conjunction with long-term debt issuance, net of taxes | 14,561 | ||
PIK interest settled through issuance of additional convertible notes to noteholders | 7,551 | ||
Issuance of preferred stock in conjunction with debt modification | 4,363 | ||
Property and equipment purchases included in accounts payable | 29 | ||
Supplemental Cash Flow Activities: | |||
Cash paid for interest | 28,974 | 3,339 | |
Cash paid for taxes | 68 | $ 162 | |
Class A Common Stock | |||
Supplemental Noncash Investing and Financing Activities: | |||
Issuance of common stock upon redemption of preferred stock | 475,781 | ||
Issuance of common stock upon exercise of public warrants | 263 | ||
Class A Common Stock and Class B Common Stock | |||
Supplemental Noncash Investing and Financing Activities: | |||
Issuance of common stock in connection with Business Combination | $ 346,797 | ||
[1] Amounts include stock-based compensation expenses, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 13 $ 4 $ 36 $ 9 Research and development 504 55 609 216 Sales and marketing 721 27 828 97 Editorial 513 24 560 67 General and administrative 28,292 77 28,835 158 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Business and Significant Accounting Policies | 1. Summary of Business and Significant Accounting Policies Description of Business FiscalNote Holdings, Inc. (“FiscalNote,” or the “Company”) is a technology and data company delivering critical legal data and insights in a rapidly evolving economic, political and regulatory world. By combining artificial intelligence (“AI”), machine learning and other technologies with analytics, workflow tools, and expert research, FiscalNote seeks to reinvent the way that organizations minimize risks and capitalize on opportunities associated with rapidly changing legal and policy environments. Through a number of its products, FiscalNote ingests unstructured legislative and regulatory data, and employs AI and data science to deliver structured, relevant and actionable information that facilitates key operational and strategic decisions by global enterprises, midsized and smaller businesses, government institutions, trade groups, and nonprofits. FiscalNote delivers that intelligence through its suite of public policy and issues management products, coupled with expert research and analysis of markets and geopolitical events, as well as powerful tools to manage workflows, advocacy campaigns, and constituent relationships. The Company is headquartered in Washington, D.C. On July 29, 2022 (the “Closing Date”), the Company consummated the transactions contemplated by the Agreement and Plan of Business Combination, dated November 7, 2021, as amended on May 9, 2022, (the “Merger Agreement”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Old FiscalNote”), Duddell Street Acquisition Corp., a Cayman Islands exempted company (“DSAC”), and Grassroots Merger Sub, Inc., a Delaware Corporation and a wholly owned direct subsidiary of DSAC (“Merger Sub” and, together with DSAC, the “DSAC Parties”). Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC (the “Business Combination” and, collectively with the other transactions described in the Business Combination Agreement, the “Transactions”). In connection with the closing of the Transactions (the “Closing”), DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc.” (“New FiscalNote”). Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “FiscalNote,” “we,” “us,” or “our” refer to the business of Old FiscalNote, which became the business of New FiscalNote and its subsidiaries following the Closing. Basis of Presentation and Interim Financial Information We accounted for the Business Combination as a reverse recapitalization whereby Old FiscalNote was determined as the accounting acquirer and DSAC as the accounting acquiree. This determination was primarily based on: • Old FiscalNote stockholders having the largest voting interest in New FiscalNote; • the board of directors of New FiscalNote having ten members, and Old FiscalNote’s former stockholders having the ability to nominate the majority of the members of the board of directors; • Old FiscalNote management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations; • the post-combination company assuming the Old FiscalNote name; • New FiscalNote maintaining the pre-existing Old FiscalNote headquarters; and • the intended strategy of New FiscalNote being a continuation of Old FiscalNote’s strategy. Accordingly, the Business Combination was treated as the equivalent of Old FiscalNote issuing stock for the net assets of DSAC, accompanied by a recapitalization. The net assets of DSAC are stated at historical cost, with no goodwill or other intangible assets recorded. While DSAC was the legal acquirer in the Business Combination, because Old FiscalNote was determined as the accounting acquirer, the historical financial statements of Old FiscalNote became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in the accompanying unaudited interim condensed consolidated financial statements reflect (i) the historical operating results of Old FiscalNote prior to the Business Combination; (ii) the combined results of the Company and Old FiscalNote following the closing of the Business Combination; (iii) the assets and liabilities of Old FiscalNote at their historical cost; and (iv) the Company’s equity structure for all periods presented. In connection with the Business Combination, the Company has converted the equity structure for the periods prior to the Business Combination to reflect the number of shares of New FiscalNote’s common stock issued to Old FiscalNote’s stockholders in connection with the recapitalization transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to Old FiscalNote’s, convertible preferred stock, and common stock prior to the Business Combination have been retroactively converted as shares by applying the exchange ratio established in the Business Combination. The accompanying condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, the condensed consolidated statements of operations and comprehensive loss, the condensed consolidated statements of temporary equity and stockholders' equity (deficit) for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 are unaudited. These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheets as of September 30, 2022 and December 31, 2021, and its results of operations, including its comprehensive loss, temporary equity, stockholders' equity (deficit) for the three and nine months ended September 30, 2022 and 2021, and its cash flows for the nine months ended September 30, 2022 and 2021. All adjustments are of a normal recurring nature. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021. Liquidity The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations and potential other funding sources, in addition to cash on-hand, to meet its obligations as they become due. The Company received approximately $ 65.6 million of net cash proceeds from the Transactions. The Company’s cash and cash equivalents were $ 78.0 million at September 30, 2022, compared with $ 32.2 million at December 31, 2021. Further, the Company had a negative working capital balance of $ 38.2 million (excluding cash) at September 30, 2022 and had an accumulated deficit of $ 658.2 million and $ 481.4 million as of September 30, 2022 and December 31, 2021, respectively, and has incurred net losses of $ 175.7 million and $ 88.5 million for the nine months ended September 30, 2022 and 2021, respectively. Management expects that significant on-going operating and capital expenditures will be necessary to continue to implement the Company’s business plan of entering new markets, future acquisitions, and infrastructure and product development. The Company's future capital requirements also depend on many factors, including sales volume, the timing and extent of spending to support research and development (“R&D”) efforts, investments in information technology systems, the expansion of sales and marketing activities, and execution on our acquisition strategy. Historically the Company’s cash flows from operations have not been sufficient to fund its current operating model. The Company believes with the cash on hand at September 30, 2022, and available borrowings under the New Senior Term Loan, it has sufficient liquidity to fund operations, capital expenditures, and certain capital acquisition activity for at least the next twelve months. The Company's ability to fund its cash interest requirements under the New Senior Term Loan, acquisition strategy, operating expenses, and capital expenditure requirements will depend in part on general economic, financial, competitive, legislative, regulatory and other conditions that may be beyond the Company's control. Depending on these and other market conditions, the Company may seek additional financing. Volatility in the credit markets may have an adverse effect on the Company's ability to obtain debt financing as interest rates continue to increase. If the Company raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of the Company's common stock, or may require the Company to agree to unfavorable terms, and the Company's existing stockholders may experience significant dilution. On April 13, 2020, the Company received funding in the principal amount of $ 8,000 under the Paycheck Protection Program (the “PPP”) provisions of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) (the “PPP Loan”). The PPP Loan provided additional liquidity and instant funding for the Company to meet the unplanned working capital needs in its effort to transition the majority of its workforce into a remote-work setting due to the COVID-19 outbreak. On February 24, 2022, the U.S. Small Business Administration forgave $ 7,667 of the PPP Loan with the remaining balance of $ 333 to be repaid over five years . The Company recognized the forgiveness of the PPP Loan as a gain on debt extinguishment. Under the CARES Act, employers were allowed to defer the deposit and payment of the employer’s share of the Social Security Tax that would otherwise be due on or after March 27, 2020, and before January 1, 2021. Starting in April 2020, on a monthly basis, the Company deferred paying the employer’s share of the Social Security Tax for a total amount of $ 1,326 as of December 31, 2020. In compliance with current guidelines, the Company made a payment of $ 663 relating to the deferred Social Security Tax in December 2021, the remaining $ 663 of deferred Social Security Tax will be paid by December 31, 2022 and has been recorded as other current liabilities on the condensed consolidated balance sheets as of September 30, 2022. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions in the Company’s condensed consolidated financial statements and notes thereto. Significant estimates and assumptions made by management include the determination of: • revenue recognition; • the average period of benefit associated with costs capitalized to obtain revenue contracts; • the fair value of assets acquired and liabilities assumed for business combinations; • the useful lives of intangible assets; • capitalization of software development costs; • valuation of financial instruments; • the fair value of certain stock awards issued; • the fair value of certain consideration issued as part of business combinations; • the recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions; and • the incremental borrowing rate used to calculate lease balances. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, which forms the basis for making judgments about the carrying values of assets and liabilities. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation. Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. Over the past several years, the Company has completed a number of acquisitions. These acquisitions have allowed the Company to expand its offerings, presence, and reach in various market segments. While the Company has offerings in multiple market segments and operates in multiple countries, the Company’s business operates in one operating segment because the Company’s CODM evaluates the Company’s financial information and resources, and assesses the performance of these resources, on a consolidated basis. Concentrations of Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. The Company’s cash and cash equivalents at times exceed amounts guaranteed by the Federal Deposit Insurance Corporation. The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. This allowance is based upon historical loss patterns, the number of days billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the condensed consolidated statements of operations, included in sales and marketing expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. No single customer accounted for more than 10 % of the Company's accounts receivable balance as of September 30, 2022 and December 31, 2021 . No single customer accounted for 10 % or more of total revenues during the three and nine months ended September 30, 2022 and 2021. As of September 30, 2022 and December 31, 2021 , assets located in the United States were approximately 92 % percent of total assets. Two vendors individually accounted for more than 10 % of the Company’s accounts payable as of September 30, 2022 and December 31, 2021. During the three and nine months ended September 30, 2022 and 2021 , one vendor represented more than 10 % of the total purchases made. Revenue Recognition The Company recognizes revenues upon the satisfaction of its performance obligation(s) (upon transfer of control of promised goods or services to its customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services. The Company has elected to exclude sales and similar taxes from the transaction price. The Company determines the amount of revenue to be recognized through the application of the following steps: (i) identification of contracts with customers, (ii) identification of distinct performance obligations in the contract, (iii) determination of contract transaction price, (iv) allocation of contract transaction price to the performance obligations, and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation(s). The Company derives its revenues from subscription revenue arrangements and advisory, advertising, and other revenues. Subscription Revenue Subscription revenue consists of revenue earned from subscription-based arrangements that provide customers the right to use the Company’s software and products in a cloud-based infrastructure. Subscription revenue is driven primarily by the number of active licenses, the types of products and the price of the subscriptions. The Company also earns subscription-based revenue by licensing to customers its digital content, including transcripts, news and analysis, images, video, and podcast data. Subscription revenue is generally non-refundable regardless of the actual use and is recognized ratably over the non-cancellable contract term beginning on the commencement date of each contract, which is the date the Company’s service is first made available to customers. The Company's contracts with customers may include promises to transfer multiple services. For these contracts, the Company accounts for individual promises separately if they are distinct performance obligations. Determining whether services are considered distinct performance obligations may require significant judgment. Judgment is also required to determine the standalone selling price (“SSP”) for each distinct performance obligation. In instances where SSP is not directly observable, such as when the Company does not sell the services separately, the Company determines the SSP using available information, including market conditions and other observable inputs. The Company typically invoices its customers annually. Typical payment terms provide that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue, depending on whether transfer of control to customers has occurred. Deferred revenue results from amounts billed to or cash received from customers in advance of the revenue being recognized. Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collection and are included in other current assets in the accompanying condensed consolidated balance sheets. Advisory, Advertising, and Other Revenues Advisory revenue is typically earned under contracts for specific deliverables and is non-recurring in nature, although the Company may sell different advisory services to repeat customers. One-time advisory revenue is invoiced according to the terms of the contract, usually delivered to the customer over a short period of time, during which revenue is recognized. Advertising revenue is primarily generated by delivering advertising in its own publications (Roll Call and CQ) in both print and digital formats. Revenue for print advertising is recognized upon publication of the advertisement. Revenue for digital advertising is recognized over the period of the advertisement or, if the contract contains impression guarantees, based on delivered impressions. Book revenue is recognized when the product is shipped to the customer, which is when control of the product is transferred to the customer. Shipping and handling costs are treated as a fulfillment activity and are expensed as incurred. Events revenue is deferred and only recognized when the event has taken place and is included in other revenues . Costs Capitalized to Obtain Revenue Contracts The Company capitalizes incremental costs of obtaining a contract. Certain sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions incurred for obtaining new contracts are deferred and then amortized as selling and marketing expenses on a straight-line basis over a period of benefit that the Company has determined to be approximately four years . The four-year amortization period was determined based on several factors, including the nature of the technology and proprietary data underlying the services being purchased, customer contract renewal rates and industry competition. The Company updates its estimate of the period of benefit periodically and whenever events or circumstances indicate that the period of benefit could change significantly. Such changes, if any, are accounted for prospectively as a change in estimate. The Company has elected to use a practical expedient to expense commissions for renewal contracts when the renewal period is 12 months or less . The Company does not have material costs to fulfill contracts with customers. Cost of Revenues Cost of revenues primarily consists of expenses related to hosting the Company’s service, the costs of data center capacity, amortization of developed technology and capitalized software development costs, certain fees paid to various third parties for the use of their technology, services, or data, costs of compensation, including bonuses, stock compensation, benefits and other expenses for employees associated with providing professional services and other direct costs of production. Also included in cost of revenues are costs related to develop, publish, print, and deliver publications. Cash, Cash Equivalents, and Restricted Cash The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. In 2017, as an incentive for entering into a lease and building out the Company’s head office in Washington, D.C., the District granted to the Company $ 750 to finance the security deposit of the new office. The Company is required to meet certain covenants, such as maintaining its headquarters in Washington, D.C., and may have to reimburse the District if the covenants are not met. The amount of the grant is reflected as restricted cash, including any interest earned, in the accompanying condensed consolidated balance sheets. Property and Equipment Property and equipment are stated at cost and depreciated on a straight-line basis over the assets’ estimated useful lives, which generally are five years for furniture and fixtures, three years for equipment, and the shorter of the useful life or the lease term for leasehold improvements. Software license fees for externally purchased software are capitalized and amortized over the life of the license. Property and equipment are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 6). Depreciation expense was $ 311 and $ 297 for the three months ended September 30, 2022 and 2021, and $ 892 and $ 870 for the nine months ended September 30, 2022 and 2021 , respectively, and is recorded as part of the general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. Capitalized Software Development Costs The Company capitalizes costs to develop software for internal use, including website development costs, when it is determined the development efforts will result in new or additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with implementation activities and ongoing maintenance are expensed as incurred and included in operating expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. Costs capitalized as internal use software are amortized on a straight-line basis over an estimated useful life that the Company has determined to be three years . Amortization of capitalized software development costs is included in the costs of revenues in the accompanyi ng condensed consolidated statements of operations and comprehensive loss. Software development costs are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 6). Business Combinations The Company must estimate the fair value of assets acquired and liabilities assumed in a business combination at the acquisition date. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair values of the tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the condensed consolidated statement of operations and comprehensive loss. Acquisition-Related Intangibles and Other Long-Lived Assets The Company recognizes acquisition-related intangible assets, such as customer relationships and developed technology, in connection with business combinations. The Company amortizes the cost of acquisition-related intangible assets that have finite useful lives generally on a straight-line basis. The Company evaluates acquisition-related intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups are measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. This includes assumptions about future prospects for the business that the asset group relates to and typically involves computations of the estimated future cash flows to be generated by these businesses. Based on these judgments and assumptions, the Company determines whether the Company needs to take an impairment charge to reduce the value of the asset group stated on the Company’s condensed consolidated balance sheets to reflect its estimated fair value. When the Company considers such assets to be impaired, the amount of impairment the Company recognizes is measured by the amount by which the carrying amount of the asset group exceeds its fair value. Goodwill Impairment Goodwill is not amortized, but is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For purposes of assessing potential impairment, the Company estimates the fair value of its reporting units based on the price a market participant would be willing to pay in a potential sale of the reporting unit, and compares this amount to the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge would be required. The annual goodwill impairment test is performed on October 1st. There were no impairments of long-lived assets and goodwill during 2021 and the nine months ended September 30, 2022 . Leases The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company’s leases include certain variable lease payments associated with non-lease components, such as common area maintenance costs and real estate taxes, which are generally charged based on actual amounts incurred by the lessor. The non-lease components are combined with the lease component to account for both as a single lease component. Lease liabilities, which represent the Company's obligation to make lease payments arising from the lease, and corresponding right-of-use assets, which represent the Company's right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. The Company calculates the present value of future payments using a discount rate equal to the Company’s incremental borrowing rate. For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term and lease expense relating to variable payments is expensed as incurred. The Company did no t have any finance leases at both January 1, 2022 (date of adoption) and at September 30, 2022. The Company records costs associated with leases within general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. The Company subleases certain leased office spaces to third parties and recognizes sublease income on a straight-line basis over the sublease term as an offset to lease expense as part of the general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. Warrant Liabilities The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations and comprehensive loss. The fair value of the public warrants is estimated based on the quoted market price of such warrants. The fair value of the private warrants is estimated using a binomial option pricing model. Stock-Based Compensation Stock-based compensation awards consist of stock options and restricted stock units (collectively “stock-based awards”). The Company has historically issued stock options with exercise prices equal to the fair value of the underlying stock price. Prior to the completion of the Business Combination and listing of the Company’s Class A common stock on the public stock exchange, the fair value of Old FiscalNote common stock underlying the stock options was determined based on then-current valuation estimates at the time of grant. Because such grants occurred prior to the public trading of the Company’s Class A common stock, the fair value of Old FiscalNote common stock was typically determined with assistance of periodic valuation analyses from an independent third-party valuation firm. The Company calculates the fair value of stock options using the Black-Scholes option-pricing model. For share-based awards with performance conditions, the Company periodically assesses whether the performance conditions have been met or are probable of being met in order to determine the timing and amount of compensation expense to be recognized for each reporting period. Compensation expense for all option awards is recorded on a straight-line basis over the requisite service period of the awards, which is generally the option’s vesting period. These amounts are reduced by the forfeitures as the forfeitures occur. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the condensed consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the condensed consolidated statements of operations and comprehensive loss in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination | 4. Business Combinations 2022 Acquisitions Aicel Acquisition On July 29, 2022, the Company acquired all of the outstanding stock of Seoul, South Korea-based Aicel Technologies (“Aicel”), an AI-driven enterprise SaaS company that delivers market intelligence and data insights. The acquisition consideration of $ 8,678 consisted of 723,684 common shares of Old FiscalNote that were then exchanged into 859,016 Class A common shares of New FiscalNote pursuant to the Exchange Ratio and contingent consideration. Pursuant to the terms of the acquisition agreement, certain of the sellers of Aicel are eligible for additional contingent consideration of 12,491 shares of the Company’s Class A common stock. The Company incurred expenses of approximately $ 300 in connection with the transaction, of which approximately $ 96 was recognized during the year ended December 31, 2021. The acquisition date fair value of the consideration transferred for Aicel consisted of the following: Fair value of Class A common stock $ 8,590 Fair value of contingent consideration 88 Total $ 8,678 The fair value of the Class A common stock issued was estimated based on the fair value of the Company’s common stock on the date of the acquisition. The fair value of the contingent consideration is estimated based on the expected future cash flows and revenues along with the fair value of the Company’s Class A common stock on the date of acquisition. The contingent consideration consists of shares of the Company’s Class A common stock and is scheduled to be delivered within eighteen months upon achievement of certain revenue targets pursuant to the terms of the prevailing purchase agreement. The contingent consideration is payable to certain selling shareholders and contains no future service conditions. The fair value of the contingent consideration was recorded as equity as the number of shares that ultimately may be issued upon achievement of the revenue targets is fixed. Classification as equity requires fair value measurement initially and there are no subsequent re-measurements. Settlement of equity-classified contingent consideration is accounted for within equity. The acquisition also includes contingent payments in the form of up to $ 300 in cash, 28,522 shares of the Company’s Class A common stock on a post-exchange basis and 24,833 of restricted stock upon achievement of certain revenue targets. The common stock, restricted stock and cash portions of the contingent payments will be paid within eighteen months upon achievement of certain revenue targets. The contingent payments are payable to certain employees, contingent on them remaining employed through the contingency payout date. The estimated fair value of the contingent payments on the date of acquisition is considered post-combination compensation expense and recognized based on management’s determination of the likelihood of the revenue targets being met. In the event that compensation expense is recognized and the revenue targets are not met, the previously recognized compensation expense is reversed. Post-combination compensation expense of $ 606 was recognized during the third quarter of 2022, $ 300 of which was accrued as a contingent liability and the remainder recorded as equity-based compensation. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Cash and cash equivalents $ 1,525 Current assets, net 447 Property and equipment, net 53 Equity method investment 45 Intangible assets 3,000 Deferred revenues ( 602 ) Other current liabilities ( 453 ) Debt ( 1,131 ) Total net assets acquired 2,884 Goodwill 5,794 Total purchase price $ 8,678 The excess of the purchase price over the net tangible and intangible assets was recorded as goodwill, which is primarily attributed to the future economic benefits arising from other assets acquired and could not be individually identified and separately recognized including expected synergies and assembled workforce. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and are preliminary and may change upon completion of the determination of the fair value of assets and liabilities assumed. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The following table sets for the components of identified intangible assets acquired and their estimated useful lives as of the date of acquisition: Estimated Fair Value Estimated Useful Life (Years) Developed technology $ 1,200 8 Database 750 8 Customer relationships 650 11 Tradename 400 7 Total intangible assets acquired $ 3,000 The estimated fair values of the developed technology, database, customer relationships, and tradename were determined using the income approach. The approaches used to estimate the fair values use significant unobservable inputs including revenue and cash flow forecasts, customer attrition rates, and appropriate discount rates. For federal income tax purposes, the Company plans to make a Section 338(g) election which would treat the transaction as an asset acquisition for federal income tax purposes which results in additional tax basis approximately equal to the fair value assigned at the acquisition date. The intangibles and goodwill are to be amortized over 15 years. Additionally, there were no significant deferred tax assets or liabilities identified as part of the transaction to be recorded on the acquisition date. The tax asset allocation will be finalized with the filing of the 2022 return. DT-Global Asset acquisition On September 30, 2022, the Company acquired certain assets of DT-Global Business Consulting, a Vienna, Austria subscription-based market intelligence company which provides in-depth expertise and analysis for Central & Eastern Europe, Commonwealth of Independent States, and Middle East-Africa areas. The aggregate purchase price was $ 600 , which included an upfront cash payment of $ 400 and purchase price holdbacks of $ 100 , along with $ 100 of contingent consideration related to operational milestones. The Company accounted for this acquisition as an asset purchase. In connection with the acquisition, the Company incurred direct transaction costs of approximately $ 43 which have been classified as costs of acquisition. The costs of acquisition are allocated to the acquired assets and assumed liabilities based on their fair values at the date of acquisition, and any excess is allocated to intangible assets. The costs of acquisition exceeded the fair value of net assets acquired by approximately $ 1,090 . The Company allocated the $ 1,090 excess to the customer relationship intangible asset. The intangible asset will be amortized over 15 years . As of September 30, 2022, the contingent consideration was determined to be probable and reasonably estimable, and thus, the consideration was included in the costs of acquisition with a corresponding liability recorded as part of other current liabilities on the condensed consolidated balance sheets. For federal income tax purposes, the Company will obtain tax basis in the assets acquired equal to the purchase price, as adjusted and allocated, pursuant to IRC guidelines. The resulting intangible asset will be amortized over 15 years . As of September 30, 2022, the contingent consideration was not paid and will be excluded from federal tax asset allocation until paid. 2021 Acquisitions During the year ended December 31, 2021 the Company acquired (a) The Oxford Analytica International Group Incorporated (“Oxford Analytica”), (b) Fireside 21, LLC (“Fireside”); (c) TimeBase Pty. Ltd. (“Timebase”); (d) Board.org, LLC (“Board.org”); (e) Equilibrium World Pte. Ltd. (“Equilibrium”); (f) Predata, Inc. (“Predata”), (g) Curate Solutions, Inc. (“Curate”), (h) Forge.ai, Inc. (“Forge”), and (i) FrontierView Strategy Group ("FrontierView") (collectively the “2021 Acquisitions”). In connection with the 2021 Acquisitions, the Company incurre d $ 1,418 in transaction costs in 2021. The Company financed these acquisitions through a combination of cash, debt, and equity financing including the issuance of seller notes and convertible notes, and the Company’s common stock. The operations of each acquisition have been included in the Company’s condensed consolidated results of operations since the respective closing dates of each acquisition. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. The purchase price allocation for the 2021 Acquisitions had been finalized as of December 31, 2021. The following table summarizes the Company’s acquisitions by region for the periods presented: 2021 North America 6 Europe 1 Australia 1 Asia 1 Purchase Consideration for the 2021 Acquisitions The fair value of the common stock issued was estimated based on the fair value of the Company’s common stock on the date of each acquisition. The fair value of the contingent consideration is estimated based on the expected future cash flows and revenues along with the fair value of the Company’s common stock on the date of acquisition. The table below summarizes the fair value of consideration transferred for the 2021 Acquisitions: Oxford Analytica Fireside Timebase Board.org Equilibrium Predata Curate Forge FrontierView Total Acquisition date: 2/12/2021 4/30/2021 5/7/2021 6/3/2021 6/25/2021 6/30/2021 8/27/2021 9/9/2021 11/19/2021 Cash $ 3,850 $ 7,290 $ 2,241 $ 10,113 $ 833 $ 1,925 $ 1,120 $ 614 $ 18,107 $ 46,093 Fair value of common stock (a) 2,626 - - - 8,271 6,510 6,078 9,481 - 32,966 Fair value of seller notes - 10,232 2,078 9,128 - - - - - 21,438 Fair value of contingent consideration (b) - - - - - 196 1,206 1,700 - 3,102 Fair value of contributed interests (c) - - - - 315 - - - - 315 Total $ 6,476 $ 17,522 $ 4,319 $ 19,241 $ 9,419 $ 8,631 $ 8,404 $ 11,795 $ 18,107 $ 103,914 (a) The Company transferred the following shares to certain of the sellers of the 2021 Acquisitions: (i) 968,172 for Oxford Analytica, (ii) 1,260,320 for Equilibrium, (iii) 991,804 for Predata, (iv) 677,483 for Curate, and (v) 1,056,703 for Forge, respectively. (b) Pursuant to the terms of the acquisition agreements, the sellers of certain of the 2021 Acquisitions were eligible for additional contingent consideration consisting of: (i) up to 333,660 shares for Curate, and (ii) 195,834 shares for Forge (all of which have been issued to the Forge employees at the closing, and are subject to clawback based on the earnout provisions), respectively. (c) The fair value of the contributed interests reflects the Company’s CEO contributing his previously held minority interest in Equilibrium to the Company which is reflected as a capital contribution to the Company. Purchase Price Allocation for the 2021 Acquisitions The excess of purchase consideration over the fair value of net tangible and intangible assets acquired was recorded as goodwill, which is primarily attributed to the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized including expected synergies and assembled workforce, for which there is generally no basis for income tax purposes. The table below summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates: Oxford Analytica Fireside (a) Timebase Board.org (a) Equilibrium Predata Curate Forge (b) FrontierView (a) Total Cash $ 207 $ 51 $ 315 $ 201 $ 149 $ 126 $ 595 $ 40 $ 783 $ 2,467 Accounts receivable 668 389 185 2,862 - 165 179 - 1,535 5,983 Other assets 274 - 85 229 13 258 20 90 289 1,258 Intangible assets 4,600 3,816 1,474 9,122 4,909 5,336 3,720 3,705 5,557 42,239 Accounts payable and accrued expenses ( 1,052 ) ( 136 ) ( 220 ) ( 208 ) ( 58 ) ( 245 ) ( 173 ) ( 316 ) ( 1,034 ) ( 3,442 ) Deferred revenue ( 2,340 ) - ( 360 ) ( 4,411 ) - ( 95 ) ( 301 ) ( 281 ) ( 2,173 ) ( 9,961 ) Other liabilities ( 237 ) - - ( 613 ) - ( 32 ) - - - ( 882 ) Deferred tax liability ( 441 ) - ( 475 ) - ( 835 ) - ( 609 ) - - ( 2,360 ) Total net assets acquired 1,679 4,120 1,004 7,182 4,178 5,513 3,431 3,238 4,957 35,302 Goodwill 4,797 13,402 3,315 12,059 5,241 3,118 4,973 8,557 13,150 68,612 Total purchase price $ 6,476 $ 17,522 $ 4,319 $ 19,241 $ 9,419 $ 8,631 $ 8,404 $ 11,795 $ 18,107 $ 103,914 (a) The acquired intangible assets and the goodwill (up to $ 13,430 , $ 11,446 , and $ 13,150 in connection with the Fireside, Board.org, and FrontierView acquisitions, respectively) will be deductible for U.S. federal income tax purposes. Intangible assets from the 2021 Acquisitions The estimated fair values of developed technology, customer relationships, databases, tradenames, and content library were determined using the income approach. The estimated fair value of the expert network was determined using a “with and without” analysis comparing expected revenues and cash flows with the expert network in place and those that would be expected if the expert network were not in place. The approach used to estimate the fair values use significant unobservable inputs including revenue and cash flow forecasts, customer attrition rates and appropriate discount rates. The following table sets forth the components of identifiable intangible assets acquired and liabilities assumed and their estimated useful lives as of the respective acquisition dates: Oxford Analytica Fireside Timebase Board.org Equilibrium Predata Curate Forge FrontierView Total Estimated Fair Value Estimated Developed technology $ - $ 1,349 $ 537 $ - $ 4,909 $ 1,195 $ 623 $ 1,672 $ 1,972 $ 12,257 4 - 20 Customer relationships 750 2,314 937 8,855 - 3,477 1,828 2,033 2,754 22,948 3 - 15 Databases - - - - - - 1,269 - - 1,269 15 Tradenames 926 153 - 267 - 664 - - 239 2,249 3 - 20 Expert network 2,924 - - - - - - - - 2,924 6 Content library - - - - - - - - 592 592 10 Total intangible assets acquired $ 4,600 $ 3,816 $ 1,474 $ 9,122 $ 4,909 $ 5,336 $ 3,720 $ 3,705 $ 5,557 $ 42,239 Contingent Consideration for the 2021 Acquisitions The contingent consideration consists of the Company’s common stock and restricted stock units and is generally scheduled to be delivered within one to three yea rs upon achievement of certain revenue targets pursuant to the terms of the prevailing purchase agreements. The contingent consideration is payable to all selling shareholders in connection with the Curate and Forge acquisitions, and contains no future service conditions. The amount of fair value attributed to purchase consideration will be adjusted based on changes to the fair value of contingent consideration at each subsequent reporting period with changes being recorded through the condensed consolidated statement of operations and comprehensive loss. The following table summarizes the contingent consideration as of the date of the 2021 Acquisitions, as of December 31, 2021, and as of September 30, 2022, respectively: Predata Curate Forge Total Fair value of contingent consideration on the respective acquisition dates $ 196 $ 1,206 $ 1,700 $ 3,102 Changes to the fair value of contingent consideration 322 1,348 ( 1,236 ) 434 Fair value of contingent consideration as of December 31, 2021 518 2,554 464 3,536 Changes to the fair value of contingent consideration during the nine months ended September 30, 2022 - ( 1,210 ) ( 455 ) ( 1,665 ) Earned contingent consideration settled during the nine months ended September 30, 2022 - ( 531 ) - ( 531 ) Unearned contingent consideration reversal during the nine months ended September 30, 2022 ( 518 ) - ( 9 ) ( 527 ) Fair value of contingent consideration as of September 30, 2022 $ - $ 813 $ - $ 813 Contingent Compensation for the 2021 Acquisitions Certain of the 2021 Acquisitions also included contingent compensation in the form of cash and/or the Company’s common stock. The contingent compensation is generally scheduled to be delivered in one to three y ears upon achievement of certain revenue targets per agreed upon terms. The contingent compensation payments are payable to certain employees, contingent on them remaining employed through the contingency payout date. The estimated fair value of the contingent compensation on the date of acquisition is considered post-combination compensation expense and recognized based on management’s determination of the likelihood of the revenue targets being met. In the event that compensation expense is recognized and the revenue targets are not met, the previously recognized compensation expense is reversed. The following table summarizes the fair value of contingent compensation recognized and settled during the periods presented, and the liability balances as of the periods presented: Equilibrium (a) Predata Forge (b) FrontierView (c) Total Contingent compensation recognized during 2021 $ 861 $ 504 $ 260 $ 93 $ 1,718 Contingent compensation settled in 2021 ( 150 ) - - - ( 150 ) Contingent compensation liability as of December 31, 2021 711 504 260 93 1,568 Contingent compensation recognized during nine months ended September 30, 2022 ( 499 ) - 170 1,455 1,126 Contingent compensation settled during the nine months ended September 30, 2022 - - ( 267 ) ( 1,000 ) ( 1,267 ) Unearned contingent compensation reversal during the nine months ended September 30, 2022 ( 183 ) ( 504 ) ( 163 ) ( 81 ) ( 931 ) Contingent compensation liability as of September 30, 2022 $ 29 $ - $ - $ 467 $ 496 (a) Equilibrium contingent compensation consists of up to $ 4,000 in cash and 296,750 shares of the Company's common stock. (b) Forge contingent compensation consists of an employee retention bonus in the amount of $ 422 and up to 457,015 shares of the Company's common stock. These shares are subject to clawback based on the earnout provisions. As of June 30, 2022, Forge employees earned cash contingent compensation of $ 417 , of which $ 267 was paid in the second quarter of 2022 and the remaining $ 150 was initially scheduled to be paid in the first quarter in 2023 but deemed cancelled and therefore reversed during the third quarter in 2022 due to the departure of the individual employee recipient. (c) Reflects the first contingent compensation threshold earned by the FrontierView employees as of March 31, 2022 that was settled through the payment of $ 1,000 in the second quarter of 2022. The second contingent compensation threshold is also for $ 1,000 and subject to FrontierView achieving previously agreed upon revenue targets. Unaudited Pro Forma Financial Information The unaudited pro forma financial information presented below summarizes the combined results of operations for the Company and the 2021 Acquisitions as though the companies were combined as of January 1, 2021. The unaudited pro forma financial information for all periods presented includes, among other items, amortization charges from acquired intangible assets, retention and other compensation accounted for separately from purchase accounting, interest expense (including amortization of various discounts) on acquisition debt issued to the various sellers, the impacts of common stock issued to the various sellers, and the related tax effects, but excludes the impacts of any expected operational synergies. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the 2021 Acquisitions been acquired on January 1, 2021. The unaudited pro forma financial information for the three and nine months ended September 30, 2021 combine the historical results of the Company with the historical results of the 2021 Acquisitions for the period prior to the acquisition dates, and the effects of the pro forma adjustments discussed above. The unaudited pro forma financial information, in aggregate, is as follows: Three Months Ended Nine Months Ended September 30, 2021 Revenues: Subscription $ 22,082 $ 64,781 Advisory, advertising, and other 2,079 8,565 Total revenues 24,161 73,346 Net loss $ ( 28,204 ) $ ( 91,067 ) Subscription revenue from the 2021 Acquisitions (excluding the deferred revenue haircut) recognized by the Company during the three and nine months ended September 30, 2021 totaled $ 5,126 and $ 8,426 , respectively. Advisory, advertising, and other revenue from the 2021 Acquisitions recognized by the Company during the three and nine months ended September 30, 2021 totaled $ 692 and $ 1,491 , respectively. The 2021 Acquisitions did not have a material impact to the Company's net loss during the three and nine months ended September 30, 2021 . The 2022 Acquisition did not have a material impact to the Company's revenue and net loss during the three and nine months ended September 30, 2022. |
DSAC | |
Business Combination | 2. Business Combination with DSAC On July 29, 2022, Old FiscalNote and DSAC consummated the transactions contemplated by the Business Combination Agreement. In connection with the Closing, each share of preferred stock of Old FiscalNote was converted into common stock and, immediately thereafter, each share of common stock of Old FiscalNote that was issued and outstanding immediately prior to the effective time of the Business Combination (other than excluded shares as contemplated by the Business Combination Agreement) was canceled and converted into the right to receive approximately 1.187 shares (the “Exchange Ratio”) of New FiscalNote common stock. The shares of New FiscalNote common stock received as consideration by Tim Hwang, Co-Founder and Chief Executive Officer and Gerald Yao, Co-Founder, Chief Strategy Officer, and Global Head of ESG (together with Mr. Hwang, the “Co-Founders”), are Class B shares, and entitle the Co-Founders or their permitted transferees to 25 votes per share until the earlier of (a) transfer by the holder(s) of New FiscalNote Class B common stock to any other person, except for specified trusts, retirement accounts, corporations or similar entities formed for financial or estate planning purposes and beneficially owned by the holders of New FiscalNote Class B common stock, (b) the death or incapacity of such holder(s) of New FiscalNote Class B common stock, (c) the date specified by an affirmative vote of a majority of the outstanding New FiscalNote Class B common stock, voting as a single class, (d) the date on which the outstanding shares of New FiscalNote Class B common stock represent less than 50% of the shares of New FiscalNote Class B common stock that were outstanding as of the Closing Date, or (e) the seven-year anniversary of the Closing Date. At the Closing, each option to purchase Old FiscalNote’s common stock, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of New FiscalNote Class A common stock in the manner set forth in the Business Combination Agreement. Each restricted stock unit of Old FiscalNote was assumed and converted into restricted stock units of New FiscalNote settling in a number of New FiscalNote Class A common stock in the manner set forth in the Business Combination Agreement. Pursuant to the terms of the Business Combination Agreement, the holders of Old FiscalNote equity instruments outstanding immediately prior to the Closing Date will be entitled to receive their proportionate allocation of additional shares subject to achievement of certain conditions (see Note 10). In connection with the Closing, FiscalNote also entered into the $ 150.0 million new senior term loan facility (the “New Senior Term Loan”) with Runway Growth Finance Corp., ORIX Growth Capital, LLC, Clover Orochi LLC, and ACM ASOF VIII SaaS FinCo LLC (together the “New Senior Lenders”). The New Senior Term Loan was consummated simultaneously with the Closing. The Company accounted for the Business Combination as a reverse recapitalization whereby Old FiscalNote was determined as the accounting acquirer and DSAC as the accounting acquiree. Refer to Note 1, Summary of Business and Significant Accounting Policies, for further details. Accordingly, the Business Combination was treated as the equivalent of Old FiscalNote issuing stock for the net assets of DSAC, accompanied by a recapitalization. The net assets of DSAC are stated at historical cost, with no goodwill or other intangible assets recorded. Upon the closing of the Transactions and the New Senior Term Loan, the Company received total gross proceeds of $ 325.0 million, which consisted of $ 61.0 million from DSAC’s trust, $ 114.0 million from the backstop agreement with the sponsor of DSAC, and $ 150.0 million from the New Senior Term Loan. Such gross proceeds were offset by $ 45.2 million transaction costs, which principally consisted of advisory, legal and other professional fees, and were recorded in Additional Paid-in Capital, net of proceeds from the DSAC trust and $ 3.5 million of debt issuance costs paid out of the proceeds of the New Senior Term Loan on the Closing Date, of which $ 2.8 was capitalized and $ 0.7 million included in the loss on debt extinguishment. Cumulative debt repayments, inclusive of accrued but unpaid interest, of $ 210.7 million were paid in conjunction with the close, which consisted of a $ 75.3 million repayment of the First out term loan, $ 61.7 million repayment of the Last out term loan, a $ 50.0 million payment used to retire the non-converting portion of the Senior Secured Subordinated Promissory Note, a $ 16.3 million repayment of the 8090 FV Subordinated Promissory Note, and $ 7.4 million repayment of the 2021 Seller Notes. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 3. Revenues Disaggregation of Revenue The following table depicts the Company's disaggregated revenue for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Subscription $ 26,075 $ 20,139 $ 73,186 $ 53,098 Advisory 518 452 3,307 1,052 Advertising 695 744 2,073 1,898 Books 40 118 710 1,094 Other revenue 1,743 321 3,040 1,308 Total $ 29,071 $ 21,774 $ 82,316 $ 58,450 Revenue by Geographic Locations The following table depicts the Company’s revenue by geographic operations for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America $ 25,139 $ 19,385 $ 72,443 $ 52,433 Europe 2,284 2,042 7,286 5,307 Australia 293 308 827 403 Asia 1,355 39 1,760 307 Total $ 29,071 $ 21,774 $ 82,316 $ 58,450 Revenues by geography are determined based on the region of the Company's contracting entity, which may be different than the region of the customer. North America revenue consists solely of revenue attributed to the United States. For the three months ended September 30, 2022 and 2021 , revenue attributed to the United Kingdom represented approximately five percent and six percent of total revenues, respectively. For the nine months ended September 30, 2022 and 2021 , revenue attributed to the United Kingdom represented approximately six percent of total revenues. No other foreign country represented more than five percent of total revenue during the three and nine months ended September 30, 2022 and 2021, respectively. Contract Assets The Company had contract assets of $ 1,576 and $ 1,475 , as of September 30, 2022 and December 31, 2021, respectively. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collections. They represent a conditional right to consideration for satisfied performance obligations that becomes a receivable when the conditions are satisfied. They are recorded as part of other current assets on the condensed consolidated balance sheets. Deferred Revenue Details of the Company’s deferred revenue for the periods presented are as follows: Balance at December 31, 2020 $ 17,521 Acquired deferred revenue 7,788 Revenue recognized in the current period from amounts in the prior balance ( 15,411 ) New deferrals, net of amounts recognized in the current period 18,681 Effects of foreign currency ( 130 ) Balance at September 30, 2021 $ 28,449 Balance at December 31, 2021 $ 30,097 Acquired deferred revenue 1,112 Revenue recognized in the current period from amounts in the prior balance ( 28,226 ) New deferrals, net of amounts recognized in the current period 37,066 Effects of foreign currency ( 807 ) Balance at September 30, 2022 $ 39,242 Costs to Obtain During the nine months ended September 30, 2022 and 2021, the Company capitalized $ 2,775 and $ 2,140 of costs to obtain revenue contracts and amortized $ 675 and $ 676 to sales and marketing expense during the three months ended September 30, 2022 and 2021, $ 1,922 and $ 1,820 during the nine months ended September 30, 2022 and 2021 , respectively. There were no impairments of costs to obtain revenue contracts for the three and nine months ended September 30, 2022 and 2021, respectively. Unsatisfied Performance Obligations At September 30, 2022, the Company had $ 89,938 of remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations. The Company expects to recognize this revenue over the next five years . |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 4. Business Combinations 2022 Acquisitions Aicel Acquisition On July 29, 2022, the Company acquired all of the outstanding stock of Seoul, South Korea-based Aicel Technologies (“Aicel”), an AI-driven enterprise SaaS company that delivers market intelligence and data insights. The acquisition consideration of $ 8,678 consisted of 723,684 common shares of Old FiscalNote that were then exchanged into 859,016 Class A common shares of New FiscalNote pursuant to the Exchange Ratio and contingent consideration. Pursuant to the terms of the acquisition agreement, certain of the sellers of Aicel are eligible for additional contingent consideration of 12,491 shares of the Company’s Class A common stock. The Company incurred expenses of approximately $ 300 in connection with the transaction, of which approximately $ 96 was recognized during the year ended December 31, 2021. The acquisition date fair value of the consideration transferred for Aicel consisted of the following: Fair value of Class A common stock $ 8,590 Fair value of contingent consideration 88 Total $ 8,678 The fair value of the Class A common stock issued was estimated based on the fair value of the Company’s common stock on the date of the acquisition. The fair value of the contingent consideration is estimated based on the expected future cash flows and revenues along with the fair value of the Company’s Class A common stock on the date of acquisition. The contingent consideration consists of shares of the Company’s Class A common stock and is scheduled to be delivered within eighteen months upon achievement of certain revenue targets pursuant to the terms of the prevailing purchase agreement. The contingent consideration is payable to certain selling shareholders and contains no future service conditions. The fair value of the contingent consideration was recorded as equity as the number of shares that ultimately may be issued upon achievement of the revenue targets is fixed. Classification as equity requires fair value measurement initially and there are no subsequent re-measurements. Settlement of equity-classified contingent consideration is accounted for within equity. The acquisition also includes contingent payments in the form of up to $ 300 in cash, 28,522 shares of the Company’s Class A common stock on a post-exchange basis and 24,833 of restricted stock upon achievement of certain revenue targets. The common stock, restricted stock and cash portions of the contingent payments will be paid within eighteen months upon achievement of certain revenue targets. The contingent payments are payable to certain employees, contingent on them remaining employed through the contingency payout date. The estimated fair value of the contingent payments on the date of acquisition is considered post-combination compensation expense and recognized based on management’s determination of the likelihood of the revenue targets being met. In the event that compensation expense is recognized and the revenue targets are not met, the previously recognized compensation expense is reversed. Post-combination compensation expense of $ 606 was recognized during the third quarter of 2022, $ 300 of which was accrued as a contingent liability and the remainder recorded as equity-based compensation. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Cash and cash equivalents $ 1,525 Current assets, net 447 Property and equipment, net 53 Equity method investment 45 Intangible assets 3,000 Deferred revenues ( 602 ) Other current liabilities ( 453 ) Debt ( 1,131 ) Total net assets acquired 2,884 Goodwill 5,794 Total purchase price $ 8,678 The excess of the purchase price over the net tangible and intangible assets was recorded as goodwill, which is primarily attributed to the future economic benefits arising from other assets acquired and could not be individually identified and separately recognized including expected synergies and assembled workforce. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and are preliminary and may change upon completion of the determination of the fair value of assets and liabilities assumed. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The following table sets for the components of identified intangible assets acquired and their estimated useful lives as of the date of acquisition: Estimated Fair Value Estimated Useful Life (Years) Developed technology $ 1,200 8 Database 750 8 Customer relationships 650 11 Tradename 400 7 Total intangible assets acquired $ 3,000 The estimated fair values of the developed technology, database, customer relationships, and tradename were determined using the income approach. The approaches used to estimate the fair values use significant unobservable inputs including revenue and cash flow forecasts, customer attrition rates, and appropriate discount rates. For federal income tax purposes, the Company plans to make a Section 338(g) election which would treat the transaction as an asset acquisition for federal income tax purposes which results in additional tax basis approximately equal to the fair value assigned at the acquisition date. The intangibles and goodwill are to be amortized over 15 years. Additionally, there were no significant deferred tax assets or liabilities identified as part of the transaction to be recorded on the acquisition date. The tax asset allocation will be finalized with the filing of the 2022 return. DT-Global Asset acquisition On September 30, 2022, the Company acquired certain assets of DT-Global Business Consulting, a Vienna, Austria subscription-based market intelligence company which provides in-depth expertise and analysis for Central & Eastern Europe, Commonwealth of Independent States, and Middle East-Africa areas. The aggregate purchase price was $ 600 , which included an upfront cash payment of $ 400 and purchase price holdbacks of $ 100 , along with $ 100 of contingent consideration related to operational milestones. The Company accounted for this acquisition as an asset purchase. In connection with the acquisition, the Company incurred direct transaction costs of approximately $ 43 which have been classified as costs of acquisition. The costs of acquisition are allocated to the acquired assets and assumed liabilities based on their fair values at the date of acquisition, and any excess is allocated to intangible assets. The costs of acquisition exceeded the fair value of net assets acquired by approximately $ 1,090 . The Company allocated the $ 1,090 excess to the customer relationship intangible asset. The intangible asset will be amortized over 15 years . As of September 30, 2022, the contingent consideration was determined to be probable and reasonably estimable, and thus, the consideration was included in the costs of acquisition with a corresponding liability recorded as part of other current liabilities on the condensed consolidated balance sheets. For federal income tax purposes, the Company will obtain tax basis in the assets acquired equal to the purchase price, as adjusted and allocated, pursuant to IRC guidelines. The resulting intangible asset will be amortized over 15 years . As of September 30, 2022, the contingent consideration was not paid and will be excluded from federal tax asset allocation until paid. 2021 Acquisitions During the year ended December 31, 2021 the Company acquired (a) The Oxford Analytica International Group Incorporated (“Oxford Analytica”), (b) Fireside 21, LLC (“Fireside”); (c) TimeBase Pty. Ltd. (“Timebase”); (d) Board.org, LLC (“Board.org”); (e) Equilibrium World Pte. Ltd. (“Equilibrium”); (f) Predata, Inc. (“Predata”), (g) Curate Solutions, Inc. (“Curate”), (h) Forge.ai, Inc. (“Forge”), and (i) FrontierView Strategy Group ("FrontierView") (collectively the “2021 Acquisitions”). In connection with the 2021 Acquisitions, the Company incurre d $ 1,418 in transaction costs in 2021. The Company financed these acquisitions through a combination of cash, debt, and equity financing including the issuance of seller notes and convertible notes, and the Company’s common stock. The operations of each acquisition have been included in the Company’s condensed consolidated results of operations since the respective closing dates of each acquisition. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. The purchase price allocation for the 2021 Acquisitions had been finalized as of December 31, 2021. The following table summarizes the Company’s acquisitions by region for the periods presented: 2021 North America 6 Europe 1 Australia 1 Asia 1 Purchase Consideration for the 2021 Acquisitions The fair value of the common stock issued was estimated based on the fair value of the Company’s common stock on the date of each acquisition. The fair value of the contingent consideration is estimated based on the expected future cash flows and revenues along with the fair value of the Company’s common stock on the date of acquisition. The table below summarizes the fair value of consideration transferred for the 2021 Acquisitions: Oxford Analytica Fireside Timebase Board.org Equilibrium Predata Curate Forge FrontierView Total Acquisition date: 2/12/2021 4/30/2021 5/7/2021 6/3/2021 6/25/2021 6/30/2021 8/27/2021 9/9/2021 11/19/2021 Cash $ 3,850 $ 7,290 $ 2,241 $ 10,113 $ 833 $ 1,925 $ 1,120 $ 614 $ 18,107 $ 46,093 Fair value of common stock (a) 2,626 - - - 8,271 6,510 6,078 9,481 - 32,966 Fair value of seller notes - 10,232 2,078 9,128 - - - - - 21,438 Fair value of contingent consideration (b) - - - - - 196 1,206 1,700 - 3,102 Fair value of contributed interests (c) - - - - 315 - - - - 315 Total $ 6,476 $ 17,522 $ 4,319 $ 19,241 $ 9,419 $ 8,631 $ 8,404 $ 11,795 $ 18,107 $ 103,914 (a) The Company transferred the following shares to certain of the sellers of the 2021 Acquisitions: (i) 968,172 for Oxford Analytica, (ii) 1,260,320 for Equilibrium, (iii) 991,804 for Predata, (iv) 677,483 for Curate, and (v) 1,056,703 for Forge, respectively. (b) Pursuant to the terms of the acquisition agreements, the sellers of certain of the 2021 Acquisitions were eligible for additional contingent consideration consisting of: (i) up to 333,660 shares for Curate, and (ii) 195,834 shares for Forge (all of which have been issued to the Forge employees at the closing, and are subject to clawback based on the earnout provisions), respectively. (c) The fair value of the contributed interests reflects the Company’s CEO contributing his previously held minority interest in Equilibrium to the Company which is reflected as a capital contribution to the Company. Purchase Price Allocation for the 2021 Acquisitions The excess of purchase consideration over the fair value of net tangible and intangible assets acquired was recorded as goodwill, which is primarily attributed to the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized including expected synergies and assembled workforce, for which there is generally no basis for income tax purposes. The table below summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates: Oxford Analytica Fireside (a) Timebase Board.org (a) Equilibrium Predata Curate Forge (b) FrontierView (a) Total Cash $ 207 $ 51 $ 315 $ 201 $ 149 $ 126 $ 595 $ 40 $ 783 $ 2,467 Accounts receivable 668 389 185 2,862 - 165 179 - 1,535 5,983 Other assets 274 - 85 229 13 258 20 90 289 1,258 Intangible assets 4,600 3,816 1,474 9,122 4,909 5,336 3,720 3,705 5,557 42,239 Accounts payable and accrued expenses ( 1,052 ) ( 136 ) ( 220 ) ( 208 ) ( 58 ) ( 245 ) ( 173 ) ( 316 ) ( 1,034 ) ( 3,442 ) Deferred revenue ( 2,340 ) - ( 360 ) ( 4,411 ) - ( 95 ) ( 301 ) ( 281 ) ( 2,173 ) ( 9,961 ) Other liabilities ( 237 ) - - ( 613 ) - ( 32 ) - - - ( 882 ) Deferred tax liability ( 441 ) - ( 475 ) - ( 835 ) - ( 609 ) - - ( 2,360 ) Total net assets acquired 1,679 4,120 1,004 7,182 4,178 5,513 3,431 3,238 4,957 35,302 Goodwill 4,797 13,402 3,315 12,059 5,241 3,118 4,973 8,557 13,150 68,612 Total purchase price $ 6,476 $ 17,522 $ 4,319 $ 19,241 $ 9,419 $ 8,631 $ 8,404 $ 11,795 $ 18,107 $ 103,914 (a) The acquired intangible assets and the goodwill (up to $ 13,430 , $ 11,446 , and $ 13,150 in connection with the Fireside, Board.org, and FrontierView acquisitions, respectively) will be deductible for U.S. federal income tax purposes. Intangible assets from the 2021 Acquisitions The estimated fair values of developed technology, customer relationships, databases, tradenames, and content library were determined using the income approach. The estimated fair value of the expert network was determined using a “with and without” analysis comparing expected revenues and cash flows with the expert network in place and those that would be expected if the expert network were not in place. The approach used to estimate the fair values use significant unobservable inputs including revenue and cash flow forecasts, customer attrition rates and appropriate discount rates. The following table sets forth the components of identifiable intangible assets acquired and liabilities assumed and their estimated useful lives as of the respective acquisition dates: Oxford Analytica Fireside Timebase Board.org Equilibrium Predata Curate Forge FrontierView Total Estimated Fair Value Estimated Developed technology $ - $ 1,349 $ 537 $ - $ 4,909 $ 1,195 $ 623 $ 1,672 $ 1,972 $ 12,257 4 - 20 Customer relationships 750 2,314 937 8,855 - 3,477 1,828 2,033 2,754 22,948 3 - 15 Databases - - - - - - 1,269 - - 1,269 15 Tradenames 926 153 - 267 - 664 - - 239 2,249 3 - 20 Expert network 2,924 - - - - - - - - 2,924 6 Content library - - - - - - - - 592 592 10 Total intangible assets acquired $ 4,600 $ 3,816 $ 1,474 $ 9,122 $ 4,909 $ 5,336 $ 3,720 $ 3,705 $ 5,557 $ 42,239 Contingent Consideration for the 2021 Acquisitions The contingent consideration consists of the Company’s common stock and restricted stock units and is generally scheduled to be delivered within one to three yea rs upon achievement of certain revenue targets pursuant to the terms of the prevailing purchase agreements. The contingent consideration is payable to all selling shareholders in connection with the Curate and Forge acquisitions, and contains no future service conditions. The amount of fair value attributed to purchase consideration will be adjusted based on changes to the fair value of contingent consideration at each subsequent reporting period with changes being recorded through the condensed consolidated statement of operations and comprehensive loss. The following table summarizes the contingent consideration as of the date of the 2021 Acquisitions, as of December 31, 2021, and as of September 30, 2022, respectively: Predata Curate Forge Total Fair value of contingent consideration on the respective acquisition dates $ 196 $ 1,206 $ 1,700 $ 3,102 Changes to the fair value of contingent consideration 322 1,348 ( 1,236 ) 434 Fair value of contingent consideration as of December 31, 2021 518 2,554 464 3,536 Changes to the fair value of contingent consideration during the nine months ended September 30, 2022 - ( 1,210 ) ( 455 ) ( 1,665 ) Earned contingent consideration settled during the nine months ended September 30, 2022 - ( 531 ) - ( 531 ) Unearned contingent consideration reversal during the nine months ended September 30, 2022 ( 518 ) - ( 9 ) ( 527 ) Fair value of contingent consideration as of September 30, 2022 $ - $ 813 $ - $ 813 Contingent Compensation for the 2021 Acquisitions Certain of the 2021 Acquisitions also included contingent compensation in the form of cash and/or the Company’s common stock. The contingent compensation is generally scheduled to be delivered in one to three y ears upon achievement of certain revenue targets per agreed upon terms. The contingent compensation payments are payable to certain employees, contingent on them remaining employed through the contingency payout date. The estimated fair value of the contingent compensation on the date of acquisition is considered post-combination compensation expense and recognized based on management’s determination of the likelihood of the revenue targets being met. In the event that compensation expense is recognized and the revenue targets are not met, the previously recognized compensation expense is reversed. The following table summarizes the fair value of contingent compensation recognized and settled during the periods presented, and the liability balances as of the periods presented: Equilibrium (a) Predata Forge (b) FrontierView (c) Total Contingent compensation recognized during 2021 $ 861 $ 504 $ 260 $ 93 $ 1,718 Contingent compensation settled in 2021 ( 150 ) - - - ( 150 ) Contingent compensation liability as of December 31, 2021 711 504 260 93 1,568 Contingent compensation recognized during nine months ended September 30, 2022 ( 499 ) - 170 1,455 1,126 Contingent compensation settled during the nine months ended September 30, 2022 - - ( 267 ) ( 1,000 ) ( 1,267 ) Unearned contingent compensation reversal during the nine months ended September 30, 2022 ( 183 ) ( 504 ) ( 163 ) ( 81 ) ( 931 ) Contingent compensation liability as of September 30, 2022 $ 29 $ - $ - $ 467 $ 496 (a) Equilibrium contingent compensation consists of up to $ 4,000 in cash and 296,750 shares of the Company's common stock. (b) Forge contingent compensation consists of an employee retention bonus in the amount of $ 422 and up to 457,015 shares of the Company's common stock. These shares are subject to clawback based on the earnout provisions. As of June 30, 2022, Forge employees earned cash contingent compensation of $ 417 , of which $ 267 was paid in the second quarter of 2022 and the remaining $ 150 was initially scheduled to be paid in the first quarter in 2023 but deemed cancelled and therefore reversed during the third quarter in 2022 due to the departure of the individual employee recipient. (c) Reflects the first contingent compensation threshold earned by the FrontierView employees as of March 31, 2022 that was settled through the payment of $ 1,000 in the second quarter of 2022. The second contingent compensation threshold is also for $ 1,000 and subject to FrontierView achieving previously agreed upon revenue targets. Unaudited Pro Forma Financial Information The unaudited pro forma financial information presented below summarizes the combined results of operations for the Company and the 2021 Acquisitions as though the companies were combined as of January 1, 2021. The unaudited pro forma financial information for all periods presented includes, among other items, amortization charges from acquired intangible assets, retention and other compensation accounted for separately from purchase accounting, interest expense (including amortization of various discounts) on acquisition debt issued to the various sellers, the impacts of common stock issued to the various sellers, and the related tax effects, but excludes the impacts of any expected operational synergies. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the 2021 Acquisitions been acquired on January 1, 2021. The unaudited pro forma financial information for the three and nine months ended September 30, 2021 combine the historical results of the Company with the historical results of the 2021 Acquisitions for the period prior to the acquisition dates, and the effects of the pro forma adjustments discussed above. The unaudited pro forma financial information, in aggregate, is as follows: Three Months Ended Nine Months Ended September 30, 2021 Revenues: Subscription $ 22,082 $ 64,781 Advisory, advertising, and other 2,079 8,565 Total revenues 24,161 73,346 Net loss $ ( 28,204 ) $ ( 91,067 ) Subscription revenue from the 2021 Acquisitions (excluding the deferred revenue haircut) recognized by the Company during the three and nine months ended September 30, 2021 totaled $ 5,126 and $ 8,426 , respectively. Advisory, advertising, and other revenue from the 2021 Acquisitions recognized by the Company during the three and nine months ended September 30, 2021 totaled $ 692 and $ 1,491 , respectively. The 2021 Acquisitions did not have a material impact to the Company's net loss during the three and nine months ended September 30, 2021 . The 2022 Acquisition did not have a material impact to the Company's revenue and net loss during the three and nine months ended September 30, 2022. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 5. Leases The Company has operating leases, principally for corporate offices under non-cancelable operating leases. The non-cancellable base terms of these leases typically range from one to nine years . The Company’s lease terms may include options to extend or terminate the lease. The period which is subject to an option to extend or terminate the lease is included in the lease term if it is reasonably certain that the option will be exercised. The following table details the composition of lease expense for the period presented: Three Months Ended Nine Months Ended September 30, 2022 Operating lease cost (a) $ 2,436 $ 7,305 Variable lease cost 133 327 Short-term lease cost 335 971 Total lease costs $ 2,904 $ 8,603 Sublease income $ ( 1,338 ) $ ( 4,013 ) (a) Excludes operating lease assets impairment charge of $ 378 related to an unoccupied existing office space lease recorded in the first quarter of 2022. The following tables present the future minimum lease payments and additional information about the Company's lease obligations as of September 30, 2022: 2022 (remaining) $ 3,065 2023 8,943 2024 5,065 2025 5,147 2026 5,262 Thereafter 23,431 Total minimum lease payments 50,913 Less: Amounts representing interest 13,396 Net minimum lease payments $ 37,517 September 30, 2022 Weighted average remaining lease term (in years) 7.6 Weighted average discount rate 8.3 % The following table presents supplemental cash flow information for the period presented: Nine Months Ended September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows for operating leases $ 8,752 Supplemental noncash information on lease liabilities arising from obtaining operating lease assets: Operating lease assets obtained in exchange for lease obligations $ 1,497 In March 2022, the Company ceased use of excess office space under one of its existing leases, with the intent to sublease this space. In accordance with ASC 360, the Company evaluated the asset group for impairment, which included the associated operating lease asset for the office space, as the change in circumstances indicated the carrying amount of the asset group may not be recoverable. The Company compared the expected future undiscounted cash flows for the office space to the carrying amount and determined that it was impaired. The Company recognized the excess of the carrying value over the fair value of the asset group, which totaled $ 378 , as an impairment expense as part of general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. The impairment charge resulted in a reduction of $ 378 to the operating lease asset. In April 2021, the Company entered into a modification of one of its existing subleases. The sublease modification was to confirm exercise of the renewal period but at a reduced rate. As a result of the sublease modification the Company remeasured its existing sublease loss liability to reflect the impact of the modification of the anticipated cash flows. Subsequently, the Company exercised its termination notification right on this lease which resulted in a termination fee payment of $ 1,682 made on December 31, 2021 (lease termination notice date) and a second termination fee payment of $ 1,682 due on March 31, 2023 (the lease termination effective date). As of December 31, 2021, the sublease loss liability associated with this lease was $ 2,621 . In November 2021, the Company acquired an office space lease as part of the acquisition of FrontierView. At December 31, 2021 the office space was unoccupied by any Company personnel and the Company intended to sublease the office space. Based on the terms of the existing lease along with an estimate of future cash flows from a proposed sublease, the Company recorded a lease loss liability of $ 401 during the year ended December 31, 2021. In 2017, as an incentive for entering into a lease and building out the Company’s head office in the District of Columbia, the District authorized a grant to the Company in the amount of $ 750 , which has been disclosed as restricted cash, to finance the security deposit of the new office. The Company is required to meet certain covenants, such as maintaining its headquarters in Washington, D.C. and may have to reimburse the District if the covenants are not met. The Company recorded the grant as a grant liability and will relieve the liability if and when all requirements are met. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | 6. Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets by major class: September 30, 2022 December 31, 2021 Weighted Average Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) September 30, 2022 Customer relationships $ 80,869 $ ( 22,863 ) $ 58,006 $ 79,474 $ ( 17,830 ) $ 61,644 9.0 Developed technology 34,818 ( 16,304 ) 18,514 34,123 ( 12,638 ) 21,485 5.7 Databases 29,812 ( 8,341 ) 21,471 29,142 ( 6,785 ) 22,357 10.1 Tradenames 11,367 ( 2,966 ) 8,401 11,159 ( 2,286 ) 8,873 10.4 Expert network 2,359 ( 640 ) 1,719 2,852 ( 417 ) 2,435 4.4 Patents 680 ( 199 ) 481 513 ( 165 ) 348 17.9 Content library 592 ( 49 ) 543 592 ( 5 ) 587 9.2 Total $ 160,497 $ ( 51,362 ) $ 109,135 $ 157,855 $ ( 40,126 ) $ 117,729 F inite-lived intangible assets are stated at cost, net of amortization, generally using the straight-line method over the expected useful lives of the intangible assets. Amortization of intangible assets, excluding developed technology, was $ 2,600 and $ 2,512 for the three months ended September 30, 2022 and 2021, and $ 7,818 and $ 6,651 for the nine months ended September 30, 2022 and 2021, respectively. Amortization of developed technology was recorded as part of cost of revenues in the amount of $ 1,268 and $ 1,160 for the three months ended September 30, 2022 and 2021, and $ 3,754 and $ 3,024 for the nine months ended September 30, 2022 and 2021, respectively. The expected future amortization expense for intangible assets as of September 30, 2022 is as follows: 2022 (remainder) $ 3,900 2023 15,598 2024 14,796 2025 11,608 2026 11,352 Thereafter 51,881 Total $ 109,135 Capitalized software development costs Capitalized software development costs are as follows. September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Capitalized software development costs $ 17,374 $ ( 4,701 ) $ 12,673 $ 9,270 $ ( 1,790 ) $ 7,480 During the nine months ended September 30, 2022 and 2021, the Company capitalized interest on capitalized software development costs in the amount of $ 529 and $ 207 , respectively. Amortization of capitalized software development costs was recorded as part of cost of revenues in the amount of $ 1,564 and $ 409 for the three months ended September 30, 2022 and 2021, and $ 2,910 and $ 1,053 for the nine months ended September 30, 2022 and 2021 , respectively. The estimated useful life is determined at the time each project is placed in service. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill Roll Forward | |
Goodwill | 7. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill amounts are not amortized, but are rather tested for impairment at least annually during the fourth quarter. The changes in the carrying amounts of goodwill, which is generally not deductible for tax purposes, is as follows: Balance at December 31, 2021 $ 188,768 Aicel acquisition 5,794 Impact of foreign currency fluctuations ( 2,100 ) Balance at September 30, 2022 $ 192,462 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt The following presents the carrying value of the Company’s debt as of the respective period ends (in thousands): September 30, 2022 December 31, 2021 New Senior Term Loan $ 150,263 $ - Convertible notes 11,788 97,917 Aicel Convertible Note 1,030 - PPP loan 277 8,000 First out term loan - 56,089 Last out term loan - 52,603 Senior Secured Subordinated Promissory Note - 78,154 8090 FV Subordinated Promissory Note - 10,000 Convertible notes - related parties - 18,295 2021 seller convertible notes - 9,405 2021 seller term loans - 5,524 Debt issuance costs ( 3,243 ) ( 4,807 ) Total 160,115 331,180 Less: Current portion ( 68 ) ( 13,567 ) Total $ 160,047 $ 317,613 a) New Senior Term Loan Concurrently with the Closing, FiscalNote, Inc., a wholly owned indirect subsidiary of FiscalNote Holdings, Inc., entered into a New Senior Term Loan consisting of a fully funded principal amount of $ 150.0 million and an uncommitted incremental loan facility totaling $ 100.0 million available upon notice if the Company meets certain financial growth criteria and other customary requirements (the “New Incremental Term Facility”) (collectively the “New Senior Credit Facility”). The annual interest of the New Senior Term Loan consists of two components: a cash interest component of (a) the greater of (i) Prime Rate plus 5.0 % per annum and (ii) 9.0 % payable monthly in cash, and (b) interest payable in kind component of 1.00 % per annum, payable in kind monthly. Beginning on August 15, 2025, 50 % of the outstanding principal amount of the Senior Term Loan must be repaid in even amounts on a monthly basis over the remaining 24 months , with the final balance due on July 15, 2027 . The New Senior Credit Facility will mature on July 29, 2027 , the five-year anniversary of the Closing Date. The Prime Rate was 6.25 % at September 30, 2022. For the three and nine months ended September 30, 2022, the Company incurred $ 2,001 and $ 263 of cash interest and paid-in-kind interest, respectively, on the New Senior Term Loan. Paid-in-kind interest is reflected as a component of the carrying value of the New Senior Term Loan as the payment of such interest will occur upon the settlement of the New Senior Term Loan. The Company may prepay the New Senior Term Loan in whole, subject to a 2.0 % prepayment fee if prepaid prior to July 30, 2024, 1.0 % prepayment fee if prepaid prior to July 30, 2025, and no prepayment fee if prepaid on or after July 30, 2025. The Company must pay certain of the new lenders deferred debt issuance costs of $ 1,734 at the earlier of prepayment or July 29, 2023. The Company must also pay to the lenders a final payment of $ 6,375 at the earlier of prepayment or maturity of the New Senior Term Loan. The Company incurred $ 2,435 of lender fees that were paid out of the net proceeds of the New Senior Term Loan on the Closing Date. The Company also incurred $ 342 of fees paid to third parties. Capitalized debt issuance costs on the Closing Date totaled $ 2,777 . The Company amortizes debt discounts over the term of the New Senior Term Loans using the effective interest method. The amortization recorded for the three and nine months ended September 30, 2022 is $ 102 , and is included within interest expense in the condensed consolidated statements of operations and comprehensive loss. The remaining unamortized debt discount at September 30, 2022 is $ 2,675 , and is reflected net against debt on the condensed consolidated balance sheets. The New Senior Term Loan is senior to all other debt and has a first priority lien on substantially all of the Company’s assets. The New Senior Term Loan contains customary conditions related to borrowing, events of default and covenants, including certain non-financial covenants and covenants limiting the Company’s ability to dispose of assets, undergo a change in control, merge with or acquire stock, and make investments, in each case subject to certain exceptions. There is a financial covenant with respect to the New Senior Term Loan that requires the Company to maintain a minimum cash balance of $ 15,000 at all times. Upon the occurrence of an event of default, in addition to the lenders being able to declare amounts outstanding under the New Senior Term Loan due and payable the lenders can elect to increase the interest rate by 5.0 % per annum. The Company was in compliance with all of its required financial covenants as of September 30, 2022. b) Aicel Convertible Note In connection with the Company’s acquisition of Aicel, the Company assumed a convertible note (“Aicel Convertible Note”) issued by Aicel in a private placement to a third-party lender dated July 27, 2022. The Aicel Convertible Note was issued in a principal amount of $ 1,131 , with paid-in-kind interest at an annual rate of 1 %. All principal and accrued and unpaid interest are due on maturity at July 27, 2027 . The Aicel Convertible Note provides for no prepayments until maturity without written consent of the lender. The Aicel Convertible Note can be converted upon the occurrence of certain events, including (i) Aicel initial public offering (“IPO”), (ii) change in control of Aicel (the acquisition of Aicel by FiscalNote did not constitute a change in control as defined in the purchase agreement), or (iii) sale of substantially all of Aicel’s assets (collectively, a “Conversion Event”). The Company has the right to convert the Aicel Convertible Note into shares of common stock issued in an IPO, if (a) the Conversion Event is an IPO and (b) the price per share paid in an IPO is greater than the stipulated initial conversion price. The lender has the right to elect to convert the Aicel Convertible Note into shares of common stock upon the occurrence of a Conversion Event. At any time after the second anniversary of the Aicel acquisition closing date until the earlier of (a) the Aicel Convertible Note maturity date, or (b) the occurrence of any liquidity event, the lender has the right to require FiscalNote to repurchase the outstanding principal in exchange for FiscalNote common stock. The lender will receive a number of shares of FiscalNote equal to the outstanding principal plus accrued interest divided by the FiscalNote common stock price and rounded to the nearest whole share. Upon the occurrence of an event of default, in addition to the lenders being able to declare amounts outstanding under the Aicel Convertible Note due and payable the lenders can elect to increase the paid-in-kind interest rate to 12.0 % per annum. The Company concluded that the contingent default interest provision was required to be bifurcated and treated as an embedded derivative liability. The associated value was immaterial and required no initial amount to be recorded. The Company determined that the remaining embedded features were clearly and closely related to the debt host and did not require bifurcation from the debt host. The Aicel Convertible Note was recorded at its acquisition fair value of $ 1,131 . The Company incurred total interest expense related to the Aicel Convertible Note of $ 2 for the three and nine months ended September 30, 2022. The Aicel Convertible Note had a carrying balance of $ 1,030 as of September 30, 2022 . c) Convertible Notes During the year ended December 31, 2021, the Company received gross proceeds of $ 59,680 from the issuance of convertible promissory notes (the "2021 Notes" and along with the convertible notes issued in 2019 and 2020, collectively the “Convertible Notes”) in various private placements to accredited investors. Certain of the 2021 Notes contain a beneficial conversion feature ("BCF") initially valued at $ 15,252 ($ 14,561 net of taxes) as of December 31, 2021. This has been recorded as a credit to additional paid-in capital and resulted in a debt discount to be amortized as additional interest expense over the term of the applicable 2021 Notes. The Convertible Notes were classified into four distinct groupings with similar terms. The Convertible Notes had maturities between one and five years , earned PIK interest ranging from 6 - 15 % per annum and were convertible at the option of the holders or upon certain contingent events, including defined future qualified financings, into shares of senior capital stock or the specific capital stock issued in any such contingent events. The holders also had various contingent redemption rights, including upon default and changes in control, and registration rights and are subordinated to defined senior indebtedness. Certain embedded contingent redemption rights were reflected as derivative liabilities and were accounted for at fair value with changes in fair value reflected in the condensed consolidated statement of operations and comprehensive loss. The discount to the Convertible Notes created by such embedded derivatives was amortized as additional interest expense over the terms of the Convertible Notes. The issuance costs with respect to the Convertible Notes, which are recorded as a debt discount, were deferred and amortized as additional interest expense over the terms of the Convertible Notes. The following table details the principal, interest and other amounts associated with the Convertible Notes as described above as of December 31, 2021: December 31, 2021 Principal Deferred Financing Fees PIK Interest Accrual Debt Discount Amortization of Deferred Financing Fees Amortization of Deferred Debt Discount Derivative Liabilities Total 2019 Notes $ 17,320 $ ( 3,454 ) $ 4,639 $ ( 986 ) $ 862 $ 848 $ 2,031 $ 21,260 2020 Notes 59,680 ( 1,027 ) 15,640 ( 14,111 ) 237 3,117 - 63,536 2021 Notes 23,841 ( 214 ) 2,437 ( 21,224 ) 31 2,488 2,197 9,556 Total $ 100,841 $ ( 4,695 ) $ 22,716 $ ( 36,321 ) $ 1,130 $ 6,453 $ 4,228 $ 94,352 The holder of $ 4,000 of Convertible Notes issued in 2019 entered into an ag reement with a revocable trust (the “Trust”), the trustee of which is the Company’s Chief Executive Officer. The Trust agreed to purchase the 2019 Convertible Notes from the holder on its one-year anniversary for $ 4,000 in cash and $ 4,000 worth of shares of the Company’s capital stock held by the Trust, for a total value of $ 8,000 . The Company reflected the Trust’s obligation to issue the $ 4,000 worth of shares of capital stock to the holder as a capital contribution in 2019 with an offsetting charge to interest expense. On March 1, 2021 (the “Effective Date”), the parties entered into an agreement providing for the Company to issue 652,237 shares of Series F Preferred Stock valued at $ 4,363 in exchange for the termination of the Trust’s obligation and amendment of the $ 4,000 Convertible Notes (the “Letter Agreement”). The Letter Agreement provided for, among other things, a reduced interest rate from 15 % to 1 % and waiving all accrued interest through the Effective Date. The Letter Agreement was accounted for as a debt modification with (i) $ 4,000 related to termination of the Trust’s obligation being recognized as a capital distribution with an offsetting debt premium, (ii) writing off $ 1,056 of accrued interest that was forgiven, and (iii) recording deferred financing fees of $ 3,307 reflecting the net balance of the Series F Preferred Stock and the forgiven interest. The deferred financing fee was amortized as additional interest expense over the term of the note using the effective interest method. Concurrent with the Closing, certain convertible noteholders elected to convert their holdings of $ 120,599 , representing principal and accrued PIK interest, into 15,386,379 common shares of Old FiscalNote which were then exchanged for 18,263,755 shares of Class A Common Stock of New FiscalNote based on the Exchange Ratio. The Company recognized additional interest expense of $ 32,100 related to the derecognition of the unamortized contingent BCF that was recorded on the issuance date and re-evaluated upon redemption of certain of the convertible notes. As certain of the convertible notes were treated as redemptions for accounting purposes as the holder converted pursuant to the variable-share conversion option, the Company recognized an aggregate loss of $ 2,070 due to early extinguishment of those redeemed convertible notes during the three and nine months ended September 30, 2022. Convertible notes representing a net carrying value of $ 10,688 (consisting of a principal balance of $ 8,132 , $ 3,656 of PIK Interest, and $ 1,099 of unamortized debt discount) remain outstanding at September 30, 2022. The Company incurred total interest expense related to the Convertible Notes, including the amortization of the various discounts, of $ 26,620 and $ 5,375 for the three months ended September 30, 2022 and 2021, and $ 38,711 and $ 14,328 for the nine months ended September 30, 2022 and 2021, respectively. d) PPP loan On April 13, 2020, the Company received funding in the principal amount of $ 8,000 under the CARES Act. Interest accrues at 1 %. On February 14, 2022, the SBA forgave $ 7,667 of the PPP Loan with the remaining balance of $ 333 to be repaid over five years . The Company recognized the forgiveness of PPP Loan as a gain on debt extinguishment on the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2022 , the Company recorded $ 68 of the remaining PPP Loan as short-term debt and $ 209 as long-term debt on the condensed consolidated balance sheets. e) Senior Capital Term Loan Refinancing In October 2020, FiscalNote, Inc., CQ Roll Call, VoterVoice, and Sandhill (all wholly-owned subsidiaries of FiscalNote Holdings, Inc. and collectively the “Borrower”), FiscalNote Holdings, Inc. and FiscalNote Holdings II, Inc. (collectively the “Guarantors”), Midcap Financial and Apollo ("Apollo"), Runway Growth Credit Fund Inc. as Agent (“Agent” or “Runway”), Arrowroot Capital IV, L.P. (“Arrowroot”), Corbel Capital Partners SBIC, L.P. (“Corbel”) and CFIC Partners II, LLC (“CFIC”) (collectively the “Old FiscalNote Lenders”) entered into various agreements ultimately providing for the Company to refinance its then existing long-term debt agreement. The transactions are collectively referred to as the “Old FiscalNote Refinancing” and the amended debt as the “Old FiscalNote Senior Term Loan.” Pursuant to the terms of the New Senior Term Loan and concurrently with the Closing, the Company was required to repay the full outstanding balance of the Old FiscalNote Senior Term Loan of $ 136,713 . In connection with t he repayment, the Company incurred a prepayment fee of $ 1,500 , legal costs associated with the repayment of $ 31 and wrote off loan origination fees of $ 1,000 . This resulted in an aggregate loss of $ 685 due to early extinguish ment of the Old FiscalNote Senior Term Loan during the three and nine months ended September 30, 2022. The Old FiscalNote Senior Term Loan consisted of the First Out Term Loan and the Last Out Term Loan. Each of these loans had differing terms and conditions as outlined below. First Out Term Loan On September 30, 2021, the Company entered into Amendment No. 9 to the Old FiscalNote Senior Term Loan (“Amendment No. 9”). As a result of Amendment No. 9, certain of the Company’s financial covenants were updated to reflect the impact of recent acquisitions, the Company’s recently acquired domestic subsidiaries were joined as subsidiary guarantors of the facility, and certain restrictive covenants were modified in light of the Company’s current operations, among other matters. The Company also increased its principal balance of the Old FiscalNote Senior Term Loan with the First Out Lender by $ 10,000 and received loan proceeds of $ 9,555 net of origination fee and reimbursement of certain transaction expenses of $ 445 . The Company incurred $ 75 of additional fees, totaling $ 520 , which were expensed during the third quarter of 2021. In addition, on September 30, 2021, the Company entered into Amendment No. 2 to the Subordinated Promissory Note with GPO FN Noteholder LLC, which effected corresponding modifications to the financial and restrictive covenants thereunder. The Company accounted for Amendment No. 9 as a debt modification where the increased principal was recorded as an increase to the loan carrying value and all incurred fees were considered third-party fees and expensed as incurred. On March 25, 2022 the Company entered into Amendment No. 11 to the Old FiscalNote Senior Term Loan (“Amendment No. 11”). As a result of Amendment No. 11, certain of the Company’s financial covenants were updated to reflect the Company's 2022 budget, FrontierView joined as a subsidiary guarantor of the facility, and certain restrictive covenants were modified in light of the Company’s current operations, among other matters. The Company also increased its principal balance of the Old FiscalNote Senior Term Loan by $ 20,000 less an origination fee and reimbursement of certain transaction expenses totaling $ 522 ($ 403 of which were expensed during the three months ended March 31, 2022 with the remaining $ 119 capitalized as debt issuance costs). Accordingly, pursuant to Amendment No. 11, the Company received net proceeds of $ 19,478 . In addition, on March 25, 2022 the Company entered into Amendment No. 3 to the Subordinated Promissory Note with GPO FN Noteholder LLC, which effected corresponding modifications to the financial and restrictive covenants thereunder. As part of Amendment No. 11, the Company issued the Last Out Lenders warrants to purchase common stock of the Company that have been accounted for as additional deferred financing costs and recorded as a liability. The grant date fair value of the warrants issued to the Last Out Lenders was $ 436 . The Company accounted for Amendment No. 11 as a debt modification where the increased principal was recorded as an increase to the loan carrying value and third-party fees expensed as incurred. The Company was required to pay the First Out Lender monthly cash interest on the First Out Term Loan. The First Out Term Loan contained a contingent default interest provision and a variable interest credit basis swap that were required to be bifurcated and treated as embedded derivative liabilities. An evaluation of the embedded features led to the conclusion that any associated value was immaterial and required no initial amount to be recorded. A warrant to purchase 231,076 shares of common stock (the “First Out Lender Warrant”) was issued to the First Out Lender. The First Out Lender Warrant was issued as an additional fee in connection with the Old FiscalNote Refinancing. The Company has classified the First Out Lender Warrant as equity and it has been recorded at its initial fair value, with an offset to deferred financing costs, in the amount of $ 562 . In connection with the Closing, the First Out Lender exercised its First Out Lender Warrant and at September 30, 2022 there are no outstanding First Out Lender Warrants. The First Out Term Loan had a carrying balance of $ 55,307 as of December 31, 2021. Last Out Term Loans The Company was required to pay the Last Out Lenders Payment-in-Kind (“PIK”) interest at 13 %, accrued monthly, as well as PIK fees of 12 % per annum. The Company was also required to pay an exit fee of $ 1,500 at the earlier of the maturity date or repayment of the outstanding amount. The Last Out Term Loans contained a $ 193 original issue discount. This discount was recorded at issuance against the loan principal and was subsequently amortized as additional interest expense using the effective interest method over the term of the Last Out Term Loans. The Last Out Term Loan contained a lender default put and contingent default interest that are required to be bifurcated and treated as embedded derivative liabilities. An evaluation of the embedded features led to the conclusion that any associated value was immaterial and required no initial amount to be recorded. The Last Out Lenders purchased Series F Preferred Stock from Apollo concurrently with the purchase of the outstanding loans as part of the Old FiscalNote Refinancing. The preferred stock was accounted for as temporary equity at its redemption value up until the Closing Date. On the Closing Date, all of the Series F Preferred Stock was converted into Class A Common Stock of New FiscalNote pursuant to the terms of the Business Combination Agreement. Warrants to purchase a total of 118,700 shares of common stock (the “Last Out Lender Warrants”) were issued to the three Last Out Lenders, Arrowroot, CFIC, and Corbel as an additional fee in connection with the Refinancing under Amendment No. 11. The Company has classified the Last Out Lender Warrants as a liability and recorded them at their initial fair values, with offsetting deferred financing costs, in the aggregated amount of $ 436 . The Last Out Lender Warrants remained outstanding subsequent to the Closing of the Business Combination. The Last Out Term Loan had a carrying balance of $ 52,276 as of December 31, 2021. f) Senior Secured Subordinated Promissory Note The Economist Group (“TEG”) Seller Note & Equity Sale On December 29, 2020, (the "TEG" Closing Date), TEG, the Company, FN SPV Holdings Pty Ltd (“SPV”) and GPO FN Noteholder LLC (“GPO”) entered into various agreements (the “TEG Transactions”) to effect TEG’s divestiture of its investment in, and amounts due from, the Company. On the TEG Closing Date, SPV purchased 11,139,995 shares of Series E Preferred Stock (“Series E PS”) from TEG for $ 23,040 . In consideration for facilitating the transaction, the Company received a right to 5 % of any gains realized by SPV upon liquidation of their Series E PS. GPO purchased the Original TEG Seller Note from TEG with a balance of $ 78,427 (the “New GPO Note”), which included the principal and accrued paid-in-kind interest of $ 48,960 . The Company did not receive any payment as a result of the TEG Transactions. The New GPO Note also amended and restated the Original TEG Seller Note to provide for, among other things, the addition of various conversion options. The New GPO Note continued to bear PIK interest at 12.577 %. The New GPO Note was convertible into common shares upon certain specified circumstances (the “Conversion Shares”). First, if a Qualifying IPO occurs prior to the payment in full of the New GPO Note, the Company shall have the right to require conversion of the total outstanding amount then due on the New GPO Note so long as GPO receives at the time of the Qualifying IPO at least $50,000 in cash in exchange for such Conversion Shares or prepayment of an amount of the New GPO Note, in each case representing an amount equal to the equivalent value of selling $50,000 of Conversion Shares in the Qualifying IPO. Second, GPO had the optional right immediately prior to or at any time subsequent to a Nonqualifying IPO to convert the outstanding principal amount of the New GPO Note into Conversion Shares at a certain conversion price. Third, GPO had the optional right, during the 90-day period prior to the maturity date of the New GPO Note, to convert the outstanding amount of the New GPO Note into Conversion Shares at a certain conversion price. Fourth, GPO had the optional right, immediately prior to a liquidation or reorganization event, or a change of control, to convert the outstanding amount of the New GPO Note into Conversion Shares at a certain conversion price. Certain of the Company's directors are affiliated with SPV, GPO, and Urgent. Promissory Note The embedded conversion option (“ECO”) in the New GPO Note contained both fixed and variable share settlement conditions. The conditions requiring settlement in fixed shares are evaluated as a conversion feature while those settleable in a variable number of shares are evaluated as a redemption feature. The New GPO Note contained a BCF initially valued at $ 34,078 ($ 33,228 net of taxes). This was recorded as a credit to additional paid-in capital and resulted in a debt discount to be amortized as additional interest expense over the term of the New GPO Note. The redemption feature was required to be bifurcated as an embedded derivative liability. The redemption feature was initially recorded at its fair value of $ 19,607 . This resulted in a debt discount to be amortized as additional interest expense over the term of the New GPO Note. The derivative liability was revalued at each reporting period with changes being recorded as a non-operating gain or loss in the condensed consolidated statements of operations and comprehensive loss. The New GPO Note had a carrying balance of $ 78,154 , net of unamortized discount of $ 38,999 and fair value of embedded derivatives of $ 28,058 , as of December 31, 2021. Pursuant to the terms of the New GPO Note and concurrent with the Closing, the Company repaid $ 50,000 of cash towards the outstanding balance due to the holder of the New GPO Note. The remaining principal and accrued interest balance of $ 45,900 was satisfied through the issuance of 6,555,791 common shares in Old FiscalNote which were then converted into 7,781,723 shares of Class A Common Stock of New FiscalNote based on the Exchange Ratio. In connection with the settlement of the New GPO Note, the Company wrote off unamortized debt discount of $ 29,554 and recognized an aggregate loss of $ 29,554 due to early extinguishment of the New GPO Note during the three and nine months ended September 30, 2022, as a result of the unpaid balance converting into shares pursuant to the variable-share conversion option. The loss on the early extinguishment of the new GPO note was recorded as a non-operating loss in Loss on debt extinguishment, net in the condensed consolidated statements of operations and comprehensive loss. Series E Preferred Shares The SPV purchase of outstanding Series E PS from TEG was a transaction between Company shareholders and as such there was no financial statement adjustment required. There was a contingent arrangement fee which did not require an adjustment to the condensed consolidated financial statements until such time as the occurrence is deemed probable and estimable. In accordance with the terms of the Series E PS, the Company received 250,000 shares of Old FiscalNote common stock that was retired in conjunction with the conversion of the Series E PS into Class A common stock of New FiscalNote pursuant to the terms of the Business Combination agreement on the Closing Date of the Transaction. g) 8090 FV Subordinated Promissory Note On December 29, 2021 the Company entered into a subordinated promissory note for $ 10,000 with 8090 FV LLC (the “8090 Note”) that would also allow the Company to increase the subordinated promissory notes by $ 8,000 on the same terms and conditions. The 8090 Note earned PIK interest of 12.5 % beginning on March 1, 2022. The 8090 Note was subject to an exit fee in the same amount of accrued PIK interest. The exit fee together with unpaid principal and PIK interest was collectively "the Payoff Amount". The 8090 Note matures on the earlier of (i) a Deemed Liquidation Event and (ii) September 30, 2024. Upon maturity the 8090 FV LLC shall receive the greater of (i) the Payoff Amount and (ii) the mandatory buyback amount which is equal to the sum of (y) 150% of the original principal amount and (z) the amount of interest that has accrued. The Company incurred transaction expenses of $ 192 which were recorded as deferred financing costs to be amortized as additional interest expense using the effective interest method over the term of the 8090 FN Note. The Company started accruing for the ongoing interest and exit fee as interest expense each period on March 1, 2022 and recorded monthly interest expense to accrete for the final payment fee of $ 5,000 beginning on January 1, 2022. The Company recorded the second tranche commitment fee of $ 26 and $ 186 as an operating expense during the three and nine months ended September 30, 2022. The Company concluded that the mandatory repayment upon an event of default and the mandatory buyback events required bifurcation as embedded derivative liabilities (put rights) and was accounted for as a single combined derivative liability recorded at fair value. The embedded derivative liabilities were initially valued at $ 2,400 as of December 31, 2021. At December 31, 2021, the Company recorded the derivative liabilities of $ 2,400 as a debt discount to be amortized as additional interest expense over the expected term using the effective interest method. The liability was marked-to-market each balance sheets period with the change being recorded as a non-operating gain or loss in the condensed consolidated statements of operations and comprehensive loss. The 8090 Note had a carrying balance of $ 9,867 , net of unamortized discount of $ 2,533 and fai r value of embedded derivatives of $ 2,400 , as of December 31, 2021. Pursuant to the terms of the New Senior Term Loan and concurrent with the Closing, the Company was required to repay the full outstanding balance of the 8090 Note of $ 16,256 (including $ 186 of accrued and unpaid interest on the amount of additional borrowings up to $ 8,000 the Company was entitled to). In connection with the repayment, the Company recognized an aggregate gain of $ 3,115 due to early extinguishment of the 8090 Note during the three and nine months ended September 30, 2022. The gain on the early extinguishment of the 8090 Note was recorded as a non-operating gain in Loss on debt extinguishment, net in the condensed consolidated statements of operations and comprehensive loss. The Company recorded interest expense of $ 100 and $ 8,113 during the three and nine months ended September 30, 2022, respectively. h) FrontierView Convertible Notes Concurrent with, and in order to finance the acquisition of FrontierView on November 19, 2021, the Company entered into a $ 15,000 convertible note with XC FiscalNote-B, LLC and a $ 3,000 convertible note with Skyone Capital Pty Limited, (collectively the “FrontierView Convertible Notes”). Keith Nilsson, a director of FiscalNote, is managing director of XC FiscalNote-B, LLC and Conrad Yiu, a director of FiscalNote, is director of Skyone Capital Pty Limited, respectively. Both lenders in the transaction are existing members of the board of directors of the Company as well as equity investors in the Company. Accordingly, the Company has presented the FrontierView Convertible Notes as a related party balance on the condensed consolidated balance sheets at December 31, 2021. The FrontierView Convertible Notes were subordinate to the Old FiscalNote Senior Term Loan and the New GPO Note, accrued no interest, did not provide for voluntary prepayment, mature at $ 27,000 in the event the conversion events had not occurred by September 30, 2024, and provided for automatic conversion as defined within the agreement at $ 27,000 . The Company did not incur third party expenses related to the issuance of the FrontierView Convertible Notes. The FrontierView Convertible Notes contained embedded features including automatic conversion upon a conversion event (both fixed and variable), optional conversion upon a change of control (both fixed and variable), optional redemption feature upon a change of control and redemption features upon an event of default. The conditions requiring settlement in fixed shares are evaluated as conversion features while those settleable in a variable number of shares are evaluated as redemption features. The Company determined that the embedded conversion options were not clearly and closely related to the debt host. As the Company was a private company and its shares were not tradable, the shares would not be readily convertible to cash. Consequently, the embedded conversion options did not meet the net settlement criteria and thus, they did not meet the definition of a derivative. Upon settlement of the FrontierView Convertible Notes the Company determined there was no contingent beneficial conversion features. The Company determined that the embedded redemption features were not clearly and closely related to the debt host and were required to be bifurcated from the debt host, and therefore were combined and accounted as a single embedded derivative liability. The Company determined that the fair value of the redemption features approximated zero and therefore did not assign any value to the embedded redemption features as of December 31, 2021. The FrontierView Convertible Notes had a carrying balance of $ 18,295 as of December 31, 2021. Pursuant to the terms of the FrontierView Convertible Note and concurrently with the Closing, in exchange for $ 27,000 of the amount due upon automatic conversion, the holders of the F |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Stockholders’ Equity | 9. Stockholders’ Equity Authorized Capital Stock The Company’s charter authorizes the issuance of 1,809,000,000 shares, which includes Class A common stock, Class B common stock, and preferred stock. Class A Common Stock Subsequent to the Closing of the Business Combination, the Company's Class A common stock and public warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “NOTE” and “NOTE WS,” respectively. Pursuant to the Company’s charter, the Company is authorized to issue 1,700,000,000 shares of Class A common stock, par value $ 0.0001 per share. As of September 30, 2022, the Company had 122,436,591 shares of Class A common stock issued and outstanding. Prior to the Business Combination, Old FiscalNote had outstanding shares of Series A, Series B, Series C, Series C-1, Series D, Series D-1, Series E, Series F, and Series G convertible preferred stock (collectively, “Old FiscalNote Preferred Stock”). The Preferred Stock was recognized as temporary equity and recorded at its redemption value. Accordingly, for periods prior to the closing of the Transactions, Old FiscalNote recognized changes in its redemption value of its Preferred Stock of $ 24,351 and $ 78,037 for the period from July 1, 2022 to July 29, 2022 and for the three months ended September 30, 2021, respectively, and $ 26,570 and $ 218,250 for the period from January 1, 2022 to July 29, 2022 and for the nine months ended September 30, 2022, respectively. Upon the Closing of the Business Combination, each share of Old FiscalNote’s Preferred Stock was converted into common stock and, immediately thereafter, each share of common stock that was issued and outstanding immediately prior to the effective time of the Business Combination was cancelled and converted into New FiscalNote Class A common stock with the application of the Exchange Ratio as discussed in Note 2 - Business Combination with DSAC. Additionally, the Company has outstanding warrants to purchase shares of New FiscalNote Class A common stock that became exercisable upon the Closing of the Business Combination. Refer to Note 11 - Warrant Liabilities. Class B Common Stock Pursuant to the Company’s charter, the Company is authorized to issue 9,000,000 shares of Class B common stock, par value $ 0.0001 per share. In connection with the Closing of the Business Combination, the Co-Founders, or entities controlled by the Co-Founders, received Class B shares of New FiscalNote common stock as consideration (see further details in Note 2). As of September 30, 2022, 8,290,921 shares of Class B common stock were issued and outstanding. Preferred Stock Pursuant to the Company’s charter, the Company is authorized to issue 100,000,000 shares of preferred stock, par value $ 0.0001 per share. Our board of directors has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the common stock. As of September 30, 2022, there were no shares of preferred stock issued and outstanding. Dividends The Company's Class A and Class B common stock are entitled to dividends if and when any dividend is declared by the Company's board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of the Company's business and have no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Company's board of directors and will depend on, among other things, the Company's financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company's board of directors may deem relevant. |
Earnout Shares and RSUs
Earnout Shares and RSUs | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Earnout Shares and RSUs | 10. Earnout Shares and RSUs The shareholders and other equity holders of Old FiscalNote as described below are entitled to receive up to 19,195,100 additional shares of Class A common stock of New FiscalNote (the “Earnout Awards”) in the form of Earnout Shares or as shares reserved for issuances upon settlement of Earnout RSUs, as described below. The Earnout Awards are split into five tranches each consisting of 3,839,020 shares of Class A common stock in New FiscalNote. Certain Old FiscalNote equity holders will receive Earnout Restricted Stock Units (the “Earnout RSUs”), which are settled in Class A common stock. The right to receive Earnout Awards will expire five years after the Closing Date (the “Earnout Period”). Each tranche of the Earnout Awards will be issued only when the dollar volume-weighted average price of one share of New FiscalNote Class A common stock is greater than or equal to $ 10.50 , $ 12.50 , $ 15.00 , $ 20.00 , or $ 25.00 , respectively, for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period (collectively, the “Triggering Events”). Pursuant to the terms of the Business Combination Agreement, the holders of Old FiscalNote common stock, Old FiscalNote warrants, vested Old FiscalNote options and vested Old FiscalNote RSUs outstanding immediately prior to the Closing Date will be entitled to receive their proportionate allocation of Earnout Shares subject to achievement of the Triggering Event. Holders of unvested Old FiscalNote options and unvested Old FiscalNote RSUs outstanding immediately prior to the Closing Date will be entitled to receive their proportionate allocation of Earnout Shares in the form of Earnout RSUs subject to achievement of the Triggering Event. To the extent the equity award issued upon New FiscalNote's assumption of such any Old FiscalNote Option or Old FiscalNote RSU (each a “Converted Award”) is outstanding and has vested as of the occurrence of a Triggering Event, the holder thereof will receive a proportionate allocation of Earnout Shares in lieu of Earnout RSUs. If a Converted Award is forfeited after the Closing Date but prior to the Triggering Event, no Earnout RSUs will be issued for such Converted Award. The right to receive Earnout RSUs that have been forfeited shall be reallocated pro-rata to the remaining holders of vested Converted Awards in the form of Earnout Shares and unvested Converted Awards in the form of Earnout RSUs in the manner described above. Reallocated Earnout RSUs are subject to the remaining vesting schedule and conditions of the Converted Award held by such equity holder. The forfeiture and subsequent reallocation of the Earnout RSUs are accounted for as the forfeiture of the original award and the grant of a new award. A portion of the Earnout Shares that may be issued to Old FiscalNote common stockholders, Old FiscalNote vested option holders and Old FiscalNote warrant holders and all of the Earnout RSUs were determined to represent additional compensation for accounting purposes pursuant to ASC 718, “Compensation-Stock Compensation”. The Company recognizes stock-compensation expense based on the fair value of the Earnout Awards over the requisite service period for each tranche. Upon Closing, the Company recognized $ 17,712 of share-based compensation expense for vested Earnout Awards. The remaining Earnout Shares were determined to represent an equity transaction in conjunction with the reverse recapitalization and were evaluated pursuant to ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. These remaining Earnout Shares will be accounted for as a liability as the arrangement is indexed to something other than the Company’s stock. The liability is revalued at each reporting period with changes being recorded as a non-operating gain or loss in the condensed consolidated statements of operations and comprehensive loss. The liability was $ 116 and $ 68 as of July 29, 2022 and September 30, 2022, respectively, with $ 48 change in the fair value of earnout liabilities recorded as a non-operating gain or loss in the condensed consolidated statements of operations and comprehensive loss. The fair value of the total Earnout Awards at the closing of the Transaction on July 29, 2022 was estimated based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a daily basis over the Earnout Period using the most reliable information available. Assumptions used in the valuation are described below: Valuation date share price $ 8.43 Risk-free interest rate 2.7 % Expected volatility 40.0 % Expected dividends 0.0 % Expected term (years) 5 Risk free interest rate The risk free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected dividend yield The Company has never declared or paid any cash dividends and does not expect to pay any cash dividends in the foreseeable future. Expected term For Earnout Awards, the expected term is determined to be 5 years from the Closing as this is the period over which the Triggering Events may be achieved. Expected volatility As Old FiscalNote was privately held from inception through the Closing, there was no specific historical or implied volatility information available. Accordingly, the Company estimates the expected volatility on the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the expected term of the Earnout Awards. A point estimate of expected annual equity volatility of 40 % was selected in the guideline companies’ historical range. As of September 30, 2022, there was $ 4,342 of unrecognized compensation expense related to the Earnout Awards to be recognized over a weighted-average period of approximately three years . As of September 30, 2022, no Earnout Shares and no Earnout RSUs have been issued as no Triggering Events have occurred. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant Liabilities | 11. Warrant Liabilities Upon the Closing of the Business Combination, the Company assumed 8,750,000 public warrants and 7,000,000 private placement warrants that were previously issued by Old DSAC. Each public warrant and private placement warrant is exercisable for 1.571428 shares of New FiscalNote Class A common stock (or an aggregate of up to 24,750,000 shares of New FiscalNote Class A common stock). During the three months ended September 30, 2022, 388,534 public warrants were exercised into 610,548 shares of Class A common stock. No private placement warrants have been exercised to date. Accordingly, as of September 30, 2022, the Company had 8,361,466 public warrants and 7,000,000 private placement warrants outstanding with a per share fair value of $ 0.85 . These warrants are accounted for as a liability and have a fair value of $ 13,091 at September 30, 2022. Public Warrants Each public warrant entitles the registered holder to acquire 1.571428 shares of the Company’s Class A common stock at a price of $ 7.32 per share, subject to adjustment as discussed below. The warrants became exercisable on August 29, 2022. A holder may exercise his or her warrants only for a whole number of shares of Class A common stock. The public warrants will expire July 29, 2027 , or earlier upon redemption or liquidation. Redemption of warrants for cash The Company may call the public warrants for redemption for cash: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $ 11.45 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of the Company’s Class A common stock and equity-linked securities) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for shares of Class A common stock The Company may redeem the outstanding warrants for shares of Class A common stock: • in whole and not in part; • at $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares determined by reference to an agreed table, based on the redemption date and the “fair market value” of Class A common stock (as defined below) except as otherwise described below; • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $ 6.36 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of the Company’s Class A common stock and equity-linked securities) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and • if and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of our Class A common stock) as the outstanding public warrants, as described above. • The “fair market value” of the Class A common stock shall mean the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.567 shares of Class A common stock per warrant (subject to adjustment). Private Placement Warrants The private placement warrants are not redeemable by the Company so long as they are held by the sponsor of DSAC or its permitted transferees, except in certain limited circumstances. The DSAC Sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis and the DSAC Sponsor and its permitted transferees has certain registration rights related to the private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants). Except as described in this section, the private placement warrants have terms and provisions that are identical to those of the public warrants. If the private placement warrants are held by holders other than the DSAC Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants. Old FiscalNote Warrants In connection with the Closing, certain holders of Old FiscalNote warrant holders exercised their warrants and received 365,002 shares of Old FiscalNote which were then converted into 433,259 shares of Class A common stock of New FiscalNote based on the Exchange Ratio. At September 30, 2022, 118,700 warrants with an exercise price of $ 8.56 , remain outstanding. These warrants are accounted for as a liability with a fair value of $ 208 at September 30, 2022, and are included as part of the other non-current liabilities within the condensed consolidated balance sheets. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share Based Compensation [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation 2022 Long-Term Incentive Plan In connection with the Business Combination, the Company's board of directors adopted, and its stockholders approved, the 2022 Long-Term Incentive Plan (the “2022 Plan”) under which 20,285,600 shares of Class A common stock were initially reserved for issuance. The 2022 Plan allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, other stock-based awards and cash-based awards. The number of shares of the Company’s Class A common stock available for issuance under the 2022 Plan automatically increases on the first day of each calendar year, beginning on and including January 1, 2023 and ending on and including January 1, 2027 equal to the lesser of (i) 3 % of the total number of shares (e.g., each and every class of the Company's common stock) outstanding on the immediately preceding December 31 or (ii) 13,523,734 shares; provided, however, that the Company's Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares (the “Share Reserve”). The shares may be authorized, but unissued, or reacquired shares of the Company's shares or from the Company's treasury shares. Furthermore, subject to adjustments as set forth in the 2022 Plan, in no event will the maximum aggregate number of shares that may be available for delivery under the 2022 Plan pursuant to incentive stock options exceed the Share Reserve. The shares underlying any awards under the 2022 Plan that are forfeited, canceled, settled in cash, or otherwise terminated (other than by exercise) shall be added back to the Share Reserve available for issuance under the 2022 Plan and, to the extent permissible, the shares that may be issued as incentive stock options. As of September 30, 2022, no awards have been granted under the 2022 Plan. In connection with the Business Combination, the Company’s board of directors adopted, and its stockholders approved, the 2022 Employee Stock Purchase Plan (the “ESPP”). There are 3,267,760 shares of Class A common stock initially reserved for issuance under the ESPP. The number of shares of the Company’s Class A common stock available for issuance under the ESPP automatically increases on the first day of each calendar year, beginning on and including January 1, 2023 and ending on and including January 1, 2027, by the lesser of (i) 1 % of the total number of shares of the Company's capital stock (e.g., each and every class of the Company's common stock) outstanding on the immediately preceding December 31, or (ii) 3,267,760 shares of the Company's Class A Common Stock; provided, however, that the Company's Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of the Company's Class A Common Stock. Shares subject to purchase rights granted under the ESPP that terminate without having been exercised in full will again become available for issuance under the ESPP. As of September 30, 2022, no shares have been issued under the ESPP. 2013 Equity Incentive Plan Prior to the Closing of the Business Combination, the Company maintained the 2013 Equity Incentive Plan (the “2013 Plan”) that allowed for granting of incentive and non-qualified stock options to employees, directors, and consultants. In connection with the Business Combination, each option granted under the 2013 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of Class A common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Old FiscalNote common stock subject to such Old FiscalNote option immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of such Old FiscalNote option immediately prior to the consummation of the Business Combination by (B) the Exchange Ratio. Stock option activity prior to the Business Combination was retroactively adjusted to reflect this conversion. Awards outstanding under the 2013 Plan were assumed by New FiscalNote upon the Closing and continue to be governed by the terms and conditions of the 2013 Plan and applicable award agreement. Shares of the Company's common stock subject to awards granted under the 2013 Plan that expire unexercised or are cancelled, terminated, or forfeited in any manner without issuance of shares thereunder following the effective date of the 2022 Plan (as defined below), will not become available for issuance under the 2022 Plan. In connection with the completion of the Business Combination and the adoption of the 2022 Plan, no additional awards will be granted under the 2013 Plan. In determining related stock-based compensation expense for any award under the 2013 Equity Plan, the Company made an accounting policy election to account for forfeitures of awards as they occur and therefore stock-based compensation expense presented below has not been adjusted for any estimated forfeitures. In February and July 2021, the shareholders of the Company approved amendments to the Company’s amended and restated Certificate of Incorporation to increase the number of authorized shares of common stock reserved for use under the 2013 Equity Incentive Plan from 8,912,023 to 12,294,973 shares of common stock. The Company has historically issued stock options with exercise prices equal to the fair value of the underlying stock price. Prior to the completion of the Business Combination and listing of the Company’s common stock on the public stock exchange, the fair value of Old FiscalNote common stock that underlies the stock options was determined based on then-current valuation estimates at the time of grant. Because such grants occurred prior to the public trading of the Company’s common stock, the fair value of Old FiscalNote common stock was determined with assistance of periodic valuation analyses from an independent third-party valuation firm. Performance Stock Options and Stock Units under the 2013 Plan In 2021 and 2022, the Company granted various executives 2,673,751 performance stock options and 756,812 performance stock units that vest upon the occurrence of a successful public company listing and the Company’s stock price achieving certain price targets. The aggregate grant-date fair value of these executive performance stock options and stock units was estimated to be $ 7,295 . As of September 30, 2022 , there were 2,673,751 performance stock options and 424,041 performance stock units outstanding, respectively . The Company recognized $ 4,994 of share-based compensation expense for performance stock options and stock units, for which the related performance condition was met upon consummation of the Business Combination on July 29, 2022. The following table summarizes activities related to stock options and performance stock units during the period presented: Stock Options awards Number of Weighted-average Weighted-average Aggregate Outstanding at December 31, 2021 8,695,002 $ 3.07 7.3 $ 52,941 Granted 380,251 8.66 Exercised ( 136,788 ) 2.12 Cancelled and forfeited ( 401,011 ) 4.53 Outstanding at September 30, 2022 8,537,454 $ 6.06 12.8 $ 28,402 Vested and exercisable as of September 30, 2022 4,659,611 $ 2.26 6.0 $ 19,347 Vested and expected to vest as of September 30, 2022 8,537,454 The following table summarizes the weighted-average assumptions used to estimate the fair value of stock options granted during the period presented: Nine Months Ended September 30, 2022 Expected volatility 30.09 % Expected life (years) 5.95 Expected dividend yield 0.00 % Risk-free interest rate 2.84 % Fair value of options $ 4.39 At September 30, 2022, there was $ 5,437 of total unrecognized compensation cost related to outstanding unvested stock option awards including performance stock units that is expected to be recognized over a weighted-average period of approximately three years . As of September 30, 2022 , there were 653,079 re stricted stock units outstanding under the 2013 Equity Plan. The following table summarizes the Company’s restricted stock unit activity for the period presented: Restricted Stock Units Number of Weighted-average Weighted-average Aggregate Outstanding at December 31, 2021 773,063 $ 6.26 7.5 $ 6,943 Granted 252,705 8.91 Vested ( 305,671 ) 3.16 Cancelled and forfeited ( 67,018 ) 8.42 Outstanding at September 30, 2022 653,079 $ 8.51 8.2 $ 3,505 Vested as of September 30, 2022 - $ - - $ - Vested and expected to vest as of September 30, 2022 653,079 At September 30, 2022, there was $ 2,688 of total unrecognized compensation cost related to outstanding unvested restricted stock units that are expected to be recognized over a weighted-average period of approximately two years . |
Transaction Costs, net
Transaction Costs, net | 9 Months Ended |
Sep. 30, 2022 | |
Transaction Costs Gains [Abstract] | |
Transaction Costs, net | 13. Transaction Costs, net The Company incurred the following transaction costs related to businesses acquired and the consummation of the Business Combination during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Transaction costs related to acquired businesses $ 432 $ 561 $ 1,004 $ 1,051 Non-capitalizable Business Combination costs 1,791 521 2,250 889 Change in contingent consideration liabilities ( 655 ) 274 ( 2,192 ) 274 Contingent compensation expense ( 293 ) 771 195 771 Total transaction costs $ 1,275 $ 2,127 $ 1,257 $ 2,985 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 14. Earnings (Loss) Per Share The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to twenty-five votes per share. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net loss per share. As a result, basic and diluted net income (loss) per share of Class A common stock and Class B common stock are equivalent. Earnings (loss) per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company’s net loss used in computing basic and diluted earnings per share is adjusted for the deemed dividends resulting from the accretion of Old FiscalNote's preferred shares to redemption value and beneficial conversion features, as applicable. The Company’s net loss used in computing diluted earnings per share is further adjusted for the marked-to-market fair value gain recognized for private warrants. The Old FiscalNote preferred shares were outstanding during the three and nine months ended September 30, 2021 and from January 1, 2022 to July 29, 2022, respectively. At the closing of the Business Combination, all of Old FiscalNote’s preferred shares were exchanged for Class A common stock of New FiscalNote. Diluted earnings (loss) per share considers the impact of potentially dilutive securities. The components of basic and diluted earnings (loss) per shares are as follows : (in thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30, Numerator: 2022 2021 2022 2021 Net loss $ ( 109,002 ) $ ( 27,958 ) $ ( 175,713 ) $ ( 88,462 ) Deemed dividend - change in redemption value of preferred stock of Old FiscalNote ( 24,351 ) ( 78,037 ) ( 26,570 ) ( 213,797 ) Deemed dividend - in conjunction with convertible debt modification - - - ( 4,000 ) Deemed dividend - preferred stock issuance - - - ( 453 ) Net loss used to compute basic loss per share $ ( 133,353 ) $ ( 105,995 ) $ ( 202,283 ) $ ( 306,712 ) Marked-to-market fair value gain for private warrants ( 23,310 ) - ( 23,310 ) - Net loss used to compute diluted loss per share $ ( 156,663 ) $ ( 105,995 ) $ ( 225,593 ) $ ( 306,712 ) Denominator: Weighted average common stock outstanding, basic 96,117,011 16,724,066 44,757,851 14,671,167 Dilutive effect of private warrants 118,919 - 118,919 - Weighted average common stock outstanding, diluted 96,235,930 16,724,066 44,876,770 14,671,167 Net loss per shares, basic $ ( 1.39 ) $ ( 6.34 ) $ ( 4.52 ) $ ( 20.91 ) Net loss per shares, diluted $ ( 1.63 ) $ ( 6.34 ) $ ( 5.03 ) $ ( 20.91 ) Anti-dilutive securities excluded from diluted loss per share: Anti-dilutive Earnout Awards 19,195,100 - 19,195,100 - Anti-dilutive liability-classified public warrants 13,139,424 - 13,139,424 - Anti-dilutive stock options 8,537,454 8,483,289 8,537,454 8,483,289 Anti-dilutive Convertible Notes 1,630,604 21,676,486 1,630,604 21,676,486 Anti-dilutive contingently issuable shares 1,477,517 783,288 1,477,517 783,288 Anti-dilutive restricted stock units 653,079 267,075 653,079 267,075 Anti-dilutive other liability - classified warrants 118,700 133,542 118,700 133,542 Anti-dilutive Aicel Convertible Notes 102,208 - 102,208 - Anti-dilutive convertible preferred stock - 46,895,197 - 46,895,197 Anti-dilutive convertible senior debt - 17,724,461 - 17,724,461 Anti-dilutive equity-classified warrants - 320,490 - 320,490 Total anti-dilutive securities excluded from diluted loss per share: 44,854,086 96,283,828 44,854,086 96,283,828 The weighted-average common shares and thus the net loss per share calculations and potentially dilutive security amounts for all periods prior to the Business Combination have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. Historically reported weighted average shares outstanding have been multiplied by the Exchange Ratio (see Note 2). |
Benefit from Income Taxes
Benefit from Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Benefit from Income Taxes | 15. Benefit from Income Taxes Effective Tax Rate The Company computes its quarterly and year-to-date provisions for income taxes by applying the estimated effective tax rates to the quarterly and year-to-date pre-tax income or losses and adjusting the provisions for discrete tax items recorded in the periods. For the three months ended September 30, 2022 the Company reported a tax benefit of $ 2,286 on a pre-tax loss of $ 111,288 , which resulted in an effective tax rate of 2.05 percent. For the nine months ended September 30, 2022 the Company reported a tax benefit of $ 2,836 on a pre-tax loss of $ 178,549 , which resulted in an effective tax rate of 1.59 percent. The Company’s effective tax rate differs from the U.S. statutory rate of 21 percent primarily due to state taxes, the impact of a valuation allowance on the Company’s deferred tax assets, disallowed interest expense, non-includible income relating to the forgiveness of the Company’s PPP Loan, non-includible income relating to a fair value adjustment on contingent consideration, non-includible income for debt premium amortization relating to an equity transaction, and other nondeductible expenses including from the Q3 recapitalization. During the nine months ended September 30, 2022, the Company had discrete items relating to the change in the deferred state rate on the beginning balance of deferred taxes, amended tax returns, exercises of stock options, and a valuation allowance for Oxford Analytica Ltd. For the three months ended September 30, 2021, the Company reported a tax benefit of $ 992 on a pretax loss of $ 28,950 , which resulted in an effective tax rate of 3.43 percent. For the nine months ended September 30, 2021, the Company reported a tax benefit of $ 6,737 on a pretax loss of $ 95,199 , which resulted in an effective tax rate of 7.08 percent. The Company's effective tax rate differs from the U.S. statutory rate of 21 percent primarily due to state taxes, the impact of a valuation allowance on the Company’s deferred tax assets, disallowed interest expense and other nondeductible expenses. During the nine months ended September 30, 2021, the Company had a significant discrete item relating to the impact of changes in state tax rates on the Company’s deferred tax assets. Unrecognized Tax Benefits and Other Considerations The Company records liabilities related to its uncertain tax positions. Tax positions for the Company and its subsidiaries are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years. As the outcome of the tax audits cannot be predicted with certainty, if any issues arising in the Company's tax audits progress in a manner inconsistent with management's expectations, the Company could adjust its provision for income taxes in the future. For both the three and nine months ended September 30, 2022 , the Company reported an uncertain tax position totaling $ 639 relating to a state tax filing position. In addition, the Company derecognized $ 89 deferred tax liabilities relating to historically reported R&D credits as the statute of limitations had expired during the nine months ended September 30, 2022 . The Company has the following activities relating to unrecognized tax benefits for the periods presented: Three Months Ended September 30, 2022 2021 Beginning balances at June 30, 2022 and 2021 $ 639 $ ( 89 ) Gross increases - tax positions in prior periods - - Gross decreases - tax positions in prior periods - - Gross increases - tax positions in current periods - - Settlements - - Lapses in statutes of limitations - - - Ending balances at September 30, 2022 and 2021 $ 639 $ ( 89 ) Nine Months Ended September 30, 2022 2021 Beginning balances at December 31, 2021 and 2020 $ 728 $ 110 Gross increases - tax positions in prior periods - - Gross decreases - tax positions in prior periods - ( 21 ) Gross increases - tax positions in current periods - - Settlements - - Lapses in statutes of limitations ( 89 ) - Ending balances at September 30, 2022 and 2021 $ 639 $ 89 Net Operating Losses At December 31, 2021, the Company had gross U.S. net operating loss carryforwards available to reduce future taxable income in the amount of $ 140,794 , of which a portion is subject to annual limitation. Based on estimates as of September 30, 2022, the Company expects that approximately $ 30,355 of the gross U.S. net operating loss carryforwards would be available to offset taxable income in 2022. This estimate may change based on changes to actual results reported on the 2021 U.S. tax return. |
Fair Value Measurements and Dis
Fair Value Measurements and Disclosures | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Disclosures | 16. Fair Value Measurements and Disclosures The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments. The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of September 30, 2022 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Liabilities: Public warrants $ 7,141 $ - $ - $ 7,141 Private placement warrants - 5,950 - 5,950 Contingent liabilities from acquisitions - - 1,609 1,609 Liability classified warrants - - 208 208 The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Liabilities: Contingent liabilities from acquisitions $ - $ - $ 5,104 $ 5,104 Liability classified warrants - - 1,021 1,021 Embedded redemption features on Convertible Notes - - 4,228 4,228 Embedded redemption features on Promissory Note - - 28,058 28,058 Embedded redemption features on 8090 FV Note - - 2,400 2,400 The following table summarizes changes in fair value of the Company’s level 3 liabilities during the periods presented : Contingent Liability Classified Warrants Embedded Redemption Embedded Redemption Embedded Redemption Balance at December 31, 2020 $ 276 $ 330 $ 10,805 $ 19,607 $ - Derivative liabilities at issuance date - - 5,972 - - Contingent considerations and compensation at acquisition date 3,102 - - - - Settlement ( 276 ) - - - - Change in fair value included in the determination of net loss (a) 1,045 694 2,365 6,347 - Balance at September 30, 2021 $ 4,147 $ 1,024 $ 19,142 $ 25,954 $ - Balance at December 31, 2021 $ 5,104 $ 1,021 $ 4,228 $ 28,058 $ 2,400 Liability classified warrants at issuance date - 436 - - - Private placement warrants at the Closing of the Business Combination - - - - - Contingent consideration at acquisition date 300 - - - - Contingent compensation recognized 622 - - - - Change in fair value included in the determination of net loss (a) ( 2,192 ) ( 89 ) ( 2,097 ) 3,923 1,264 Earned contingent consideration settled ( 531 ) - - - - Cash contingent compensation earned and subsequently settled ( 1,267 ) - - - - Unearned contingent compensation reversal ( 427 ) - - - - Extinguishment and/or settlement upon conversion - ( 1,160 ) ( 2,131 ) ( 31,981 ) ( 3,664 ) Balance at September 30, 2022 $ 1,609 $ 208 $ - $ - $ - (a) The change in contingent liabilities from acquisitions is recorded as transaction costs on the condensed consolidated statements of operations and comprehensive loss. Public Warrants The fair value of the public warrants is estimated based on the quoted market price of such warrants on the valuation date. The public warrants were initially recognized as a liability in connection with the Business Combination on July 29, 2022 at a fair value of $ 5,688 . As of September 30, 2022, the estimated fair value of the public warrants was $ 7,141 . The non-cash loss of $ 1,453 resulting from the change in fair value of the public warrants between July 29, 2022 and September 30, 2022 is recorded in change in fair value of warrant liabilities in our condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2022. Private Placement Warrants The private placement warrants were initially recognized as a liability in connection with the Business Combination on July 29, 2022 at a fair value of $ 29,259 . As of September 30, 2022, the estimated fair value of the private warrants was $ 5,950 . The non-cash gain of $ 23,310 resulting from the change in fair value of the public warrants between July 29, 2022 and September 30, 2022 is recorded in change in fair value of warrant liabilities in our condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2022. The fair value of the private placement warrants was estimated using a binomial options pricing model. The following table presents the assumptions used to determine the fair value of the private placement warrants at July 29, 2022 and September 30, 2022: September 30, 2022 July 29, 2022 Valuation date share price $ 6.37 $ 8.43 Risk-free interest rate 4.1 % 2.7 % Expected volatility 12.7 % 40.0 % Expected dividends 0.0 % 0.0 % Expected term (years) 4.83 5.00 Fair value (in dollars) $ 0.85 $ 2.66 Contingent Liabilities from acquisitions The contingent liabilities from acquisitions are classified as Level 3 in the fair value hierarchy. At September 30, 2022 the contingent consideration and compensation relates to the acquisition of Curate. The Company estimated the fair value of the Equilibrium, Predata, Curate, Forge, and FrontierView contingent consideration and compensation using a Monte Carlo simulation. These fair value measurements are based on significant inputs not observable in the market and thus represents Level 3 measurements as defined in ASC 820. Significant changes in the key assumptions and inputs could result in a significant change in the fair value measurement of the contingent consideration. The following inputs and assumptions were used to value contingent liabilities from acquisitions as of September 30, 2022: Curate Risk premium 10.00 % Risk free rate 4.14 % Revenue volatility 25.00 % Expected life (years) 1.5 The following inputs and assumptions were used to value contingent liabilities from acquisitions as of December 31, 2021: Equilibrium Predata Curate Forge FrontierView Risk premium 8.00 % 6.00 % 9.00 % 11.00 % 8.00 % Risk free rate 0.53 % 0.06 % 0.62 % 0.73 % 0.38 % Revenue volatility 30.00 % 20.00 % 30.00 % 40.00 % 30.00 % Expected life (years) 1.4 0.1 1.7 2.0 1.6 The Comerica Warrants and Eastward Warrants were recorded in other current liabilities at December 31, 2021 and were classified as Level 3 in the fair value hierarchy. In connection with the Closing, the holders of the Comerica Warrants and the Eastward Warrants exercised their warrants and at September 30, 2022 there are no outstanding Comerica Warrants and Eastward Warrants. The fair value of the Comerica Warran ts was calculated using the Black-Scholes calculation with the following inputs. December 31, 2021 Series B preferred stock fair value $ 9.39 Time to maturity (years) 3.5 Risk-free interest rate 1.04 % Volatility 56 % Exercise price $ 2.02 The fair value of the Eastward Warrants was calculated using the Black-Scholes calculation with the following inputs: December 31, 2021 Common stock fair value $ 8.98 Time to maturity (years) 5.0 Risk-free interest rate 1.26 % Volatility 49 % Exercise price $ 1.47 The Last Out Lender Warrants are classified as Level 3 in the fair value hierarchy. The fair value of the Last Out Lender Warrants (see Note 8) is calculated using the Black-Scholes calculation with the following inputs: September 30, 2022 Common stock fair value $ 6.37 Time to maturity (years) 2.8 Risk-free interest rate 4.24 % Volatility 52 % Exercise price $ 8.56 The Company used a probability-weighted expected return method (“PWERM”) for estimating the fair value of the embedded redemption features. Key assumptions used to estimate the fair value of the embedded redemption features included selected discount rates, enterprise value, and probability and timing of possible exit scenarios. Based on the terms and provisions of the Convertible Notes, the New GPO Note, the 8090 FV Note, and the FrontierView Convertible Notes, the Company utilized a PWERM to estimate the fair value of the embedded derivative features requiring bifurcation as of the respective issuance dates and on December 31, 2021. The respective amounts of the embedded redemption liabilities were reflected on a combined basis with the notes in the consolidated balance sheet as of December 31, 2021. The fair value of the respective notes with the derivative features was compared to the fair value of a note excluding the derivative features, which was calculated based on the present value of the future cash flows (a “with and without” methodology). The difference between the two values represents the fair value of the bifurcated derivative features as of each respective valuation date. The key inputs to the valuation models that were utilized to estimate the fair value of the derivative liabilities included: • The probability-weighted conversion discount was based on the contractual terms of the respective notes agreement and the expectation of the pre-money valuation of the Company as of the estimated date that the next equity financing event might occur. • The remaining term was determined based on the remaining time period to maturity of the related respective notes with embedded features subject to valuation (as of the respective valuation date). • The Company’s equity volatility estimate was based on the historical equity volatility of a selection of the Company’s comparable guideline public companies, based on the remaining term of the respective notes. • The risk rate was the discount rate utilized in the valuation and was determined based on reference to market yields for debt instruments with similar credit ratings and terms. • The probabilities and timing of the next financing event and default event were based on management’s best estimate of the future settlement of the respective notes. Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company’s long-lived assets, including property and equipment, intangible assets and goodwill are measured at fair value on a non-recurring basis when an impairment has occurred. Excluding the impairment of an operating lease asset related to certain unoccupied office space as disclosed in Note 5, no other impairment events were identified during the nine months ended September 30, 2022 and 2021. Excluding a total of $ 1,267 ea rned cash contingent compensation related to FrontierView and Forge being transferred from Level 3 to Level 1 during the nine months ended September 30, 2022 , there were no other transfers of assets or liabilities between levels during the nine months ended September 30, 2022 and 2021. Changes to fair value are recognized as income or expense in the condensed consolidated statements of operations and comprehensive loss. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Legal Proceedings From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. On May 13, 2022, Old FiscalNote received a letter from GPO FN Noteholder LLC (the “Disputing Lender”) disputing such lender’s pro forma beneficial ownership set forth Amendment No. 4 to the Company’s Registration Statement on Form S-4 dated May 9, 2022. The terms governing Old FiscalNote’s indebtedness with the Disputing Lender provided that, in connection with the Business Combination, and following a $ 50.0 million repayment, the remainder of such indebtedness could be converted at Old FiscalNote’s option into shares of Old FiscalNote common stock based upon a conversion price determined in accordance with the terms of such indebtedness. The shares of Old FiscalNote common stock issued upon such conversion were issued prior to the Business Combination and thereafter were exchanged for 7,781,723 shares of our Class A common stock. In connection with the Business Combination, the Disputing Lender claimed it was owed approximately 4.4 million additional shares of the Company’s Class A common stock. Management has considered the Disputing Lender’s claims and believes that the Disputing Lender received the correct number of shares of Class A common stock pursuant to the terms of the indebtedness. The Company intends to vigorously defend its position that the Disputing Lender received the correct number of shares. Discussions between the Company and the Disputing Lender are in the preliminary stages, and the ultimate resolution of the foregoing is not determinable at this time. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business FiscalNote Holdings, Inc. (“FiscalNote,” or the “Company”) is a technology and data company delivering critical legal data and insights in a rapidly evolving economic, political and regulatory world. By combining artificial intelligence (“AI”), machine learning and other technologies with analytics, workflow tools, and expert research, FiscalNote seeks to reinvent the way that organizations minimize risks and capitalize on opportunities associated with rapidly changing legal and policy environments. Through a number of its products, FiscalNote ingests unstructured legislative and regulatory data, and employs AI and data science to deliver structured, relevant and actionable information that facilitates key operational and strategic decisions by global enterprises, midsized and smaller businesses, government institutions, trade groups, and nonprofits. FiscalNote delivers that intelligence through its suite of public policy and issues management products, coupled with expert research and analysis of markets and geopolitical events, as well as powerful tools to manage workflows, advocacy campaigns, and constituent relationships. The Company is headquartered in Washington, D.C. On July 29, 2022 (the “Closing Date”), the Company consummated the transactions contemplated by the Agreement and Plan of Business Combination, dated November 7, 2021, as amended on May 9, 2022, (the “Merger Agreement”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Old FiscalNote”), Duddell Street Acquisition Corp., a Cayman Islands exempted company (“DSAC”), and Grassroots Merger Sub, Inc., a Delaware Corporation and a wholly owned direct subsidiary of DSAC (“Merger Sub” and, together with DSAC, the “DSAC Parties”). Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC (the “Business Combination” and, collectively with the other transactions described in the Business Combination Agreement, the “Transactions”). In connection with the closing of the Transactions (the “Closing”), DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc.” (“New FiscalNote”). Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “FiscalNote,” “we,” “us,” or “our” refer to the business of Old FiscalNote, which became the business of New FiscalNote and its subsidiaries following the Closing. |
Basis of Presentation and Interim Financial Information | Basis of Presentation and Interim Financial Information We accounted for the Business Combination as a reverse recapitalization whereby Old FiscalNote was determined as the accounting acquirer and DSAC as the accounting acquiree. This determination was primarily based on: • Old FiscalNote stockholders having the largest voting interest in New FiscalNote; • the board of directors of New FiscalNote having ten members, and Old FiscalNote’s former stockholders having the ability to nominate the majority of the members of the board of directors; • Old FiscalNote management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations; • the post-combination company assuming the Old FiscalNote name; • New FiscalNote maintaining the pre-existing Old FiscalNote headquarters; and • the intended strategy of New FiscalNote being a continuation of Old FiscalNote’s strategy. Accordingly, the Business Combination was treated as the equivalent of Old FiscalNote issuing stock for the net assets of DSAC, accompanied by a recapitalization. The net assets of DSAC are stated at historical cost, with no goodwill or other intangible assets recorded. While DSAC was the legal acquirer in the Business Combination, because Old FiscalNote was determined as the accounting acquirer, the historical financial statements of Old FiscalNote became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in the accompanying unaudited interim condensed consolidated financial statements reflect (i) the historical operating results of Old FiscalNote prior to the Business Combination; (ii) the combined results of the Company and Old FiscalNote following the closing of the Business Combination; (iii) the assets and liabilities of Old FiscalNote at their historical cost; and (iv) the Company’s equity structure for all periods presented. In connection with the Business Combination, the Company has converted the equity structure for the periods prior to the Business Combination to reflect the number of shares of New FiscalNote’s common stock issued to Old FiscalNote’s stockholders in connection with the recapitalization transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to Old FiscalNote’s, convertible preferred stock, and common stock prior to the Business Combination have been retroactively converted as shares by applying the exchange ratio established in the Business Combination. The accompanying condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, the condensed consolidated statements of operations and comprehensive loss, the condensed consolidated statements of temporary equity and stockholders' equity (deficit) for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 are unaudited. These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheets as of September 30, 2022 and December 31, 2021, and its results of operations, including its comprehensive loss, temporary equity, stockholders' equity (deficit) for the three and nine months ended September 30, 2022 and 2021, and its cash flows for the nine months ended September 30, 2022 and 2021. All adjustments are of a normal recurring nature. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021. |
Liquidity | Liquidity The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations and potential other funding sources, in addition to cash on-hand, to meet its obligations as they become due. The Company received approximately $ 65.6 million of net cash proceeds from the Transactions. The Company’s cash and cash equivalents were $ 78.0 million at September 30, 2022, compared with $ 32.2 million at December 31, 2021. Further, the Company had a negative working capital balance of $ 38.2 million (excluding cash) at September 30, 2022 and had an accumulated deficit of $ 658.2 million and $ 481.4 million as of September 30, 2022 and December 31, 2021, respectively, and has incurred net losses of $ 175.7 million and $ 88.5 million for the nine months ended September 30, 2022 and 2021, respectively. Management expects that significant on-going operating and capital expenditures will be necessary to continue to implement the Company’s business plan of entering new markets, future acquisitions, and infrastructure and product development. The Company's future capital requirements also depend on many factors, including sales volume, the timing and extent of spending to support research and development (“R&D”) efforts, investments in information technology systems, the expansion of sales and marketing activities, and execution on our acquisition strategy. Historically the Company’s cash flows from operations have not been sufficient to fund its current operating model. The Company believes with the cash on hand at September 30, 2022, and available borrowings under the New Senior Term Loan, it has sufficient liquidity to fund operations, capital expenditures, and certain capital acquisition activity for at least the next twelve months. The Company's ability to fund its cash interest requirements under the New Senior Term Loan, acquisition strategy, operating expenses, and capital expenditure requirements will depend in part on general economic, financial, competitive, legislative, regulatory and other conditions that may be beyond the Company's control. Depending on these and other market conditions, the Company may seek additional financing. Volatility in the credit markets may have an adverse effect on the Company's ability to obtain debt financing as interest rates continue to increase. If the Company raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of the Company's common stock, or may require the Company to agree to unfavorable terms, and the Company's existing stockholders may experience significant dilution. On April 13, 2020, the Company received funding in the principal amount of $ 8,000 under the Paycheck Protection Program (the “PPP”) provisions of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) (the “PPP Loan”). The PPP Loan provided additional liquidity and instant funding for the Company to meet the unplanned working capital needs in its effort to transition the majority of its workforce into a remote-work setting due to the COVID-19 outbreak. On February 24, 2022, the U.S. Small Business Administration forgave $ 7,667 of the PPP Loan with the remaining balance of $ 333 to be repaid over five years . The Company recognized the forgiveness of the PPP Loan as a gain on debt extinguishment. Under the CARES Act, employers were allowed to defer the deposit and payment of the employer’s share of the Social Security Tax that would otherwise be due on or after March 27, 2020, and before January 1, 2021. Starting in April 2020, on a monthly basis, the Company deferred paying the employer’s share of the Social Security Tax for a total amount of $ 1,326 as of December 31, 2020. In compliance with current guidelines, the Company made a payment of $ 663 relating to the deferred Social Security Tax in December 2021, the remaining $ 663 of deferred Social Security Tax will be paid by December 31, 2022 and has been recorded as other current liabilities on the condensed consolidated balance sheets as of September 30, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions in the Company’s condensed consolidated financial statements and notes thereto. Significant estimates and assumptions made by management include the determination of: • revenue recognition; • the average period of benefit associated with costs capitalized to obtain revenue contracts; • the fair value of assets acquired and liabilities assumed for business combinations; • the useful lives of intangible assets; • capitalization of software development costs; • valuation of financial instruments; • the fair value of certain stock awards issued; • the fair value of certain consideration issued as part of business combinations; • the recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions; and • the incremental borrowing rate used to calculate lease balances. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, which forms the basis for making judgments about the carrying values of assets and liabilities. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation. |
Segments | Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. Over the past several years, the Company has completed a number of acquisitions. These acquisitions have allowed the Company to expand its offerings, presence, and reach in various market segments. While the Company has offerings in multiple market segments and operates in multiple countries, the Company’s business operates in one operating segment because the Company’s CODM evaluates the Company’s financial information and resources, and assesses the performance of these resources, on a consolidated basis. |
Concentration Risks | Concentrations of Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. The Company’s cash and cash equivalents at times exceed amounts guaranteed by the Federal Deposit Insurance Corporation. The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. This allowance is based upon historical loss patterns, the number of days billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the condensed consolidated statements of operations, included in sales and marketing expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. No single customer accounted for more than 10 % of the Company's accounts receivable balance as of September 30, 2022 and December 31, 2021 . No single customer accounted for 10 % or more of total revenues during the three and nine months ended September 30, 2022 and 2021. As of September 30, 2022 and December 31, 2021 , assets located in the United States were approximately 92 % percent of total assets. Two vendors individually accounted for more than 10 % of the Company’s accounts payable as of September 30, 2022 and December 31, 2021. During the three and nine months ended September 30, 2022 and 2021 , one vendor represented more than 10 % of the total purchases made. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues upon the satisfaction of its performance obligation(s) (upon transfer of control of promised goods or services to its customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services. The Company has elected to exclude sales and similar taxes from the transaction price. The Company determines the amount of revenue to be recognized through the application of the following steps: (i) identification of contracts with customers, (ii) identification of distinct performance obligations in the contract, (iii) determination of contract transaction price, (iv) allocation of contract transaction price to the performance obligations, and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation(s). The Company derives its revenues from subscription revenue arrangements and advisory, advertising, and other revenues. Subscription Revenue Subscription revenue consists of revenue earned from subscription-based arrangements that provide customers the right to use the Company’s software and products in a cloud-based infrastructure. Subscription revenue is driven primarily by the number of active licenses, the types of products and the price of the subscriptions. The Company also earns subscription-based revenue by licensing to customers its digital content, including transcripts, news and analysis, images, video, and podcast data. Subscription revenue is generally non-refundable regardless of the actual use and is recognized ratably over the non-cancellable contract term beginning on the commencement date of each contract, which is the date the Company’s service is first made available to customers. The Company's contracts with customers may include promises to transfer multiple services. For these contracts, the Company accounts for individual promises separately if they are distinct performance obligations. Determining whether services are considered distinct performance obligations may require significant judgment. Judgment is also required to determine the standalone selling price (“SSP”) for each distinct performance obligation. In instances where SSP is not directly observable, such as when the Company does not sell the services separately, the Company determines the SSP using available information, including market conditions and other observable inputs. The Company typically invoices its customers annually. Typical payment terms provide that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue, depending on whether transfer of control to customers has occurred. Deferred revenue results from amounts billed to or cash received from customers in advance of the revenue being recognized. Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collection and are included in other current assets in the accompanying condensed consolidated balance sheets. Advisory, Advertising, and Other Revenues Advisory revenue is typically earned under contracts for specific deliverables and is non-recurring in nature, although the Company may sell different advisory services to repeat customers. One-time advisory revenue is invoiced according to the terms of the contract, usually delivered to the customer over a short period of time, during which revenue is recognized. Advertising revenue is primarily generated by delivering advertising in its own publications (Roll Call and CQ) in both print and digital formats. Revenue for print advertising is recognized upon publication of the advertisement. Revenue for digital advertising is recognized over the period of the advertisement or, if the contract contains impression guarantees, based on delivered impressions. Book revenue is recognized when the product is shipped to the customer, which is when control of the product is transferred to the customer. Shipping and handling costs are treated as a fulfillment activity and are expensed as incurred. Events revenue is deferred and only recognized when the event has taken place and is included in other revenues |
Costs Capitalized to Obtain Revenue Contracts | Costs Capitalized to Obtain Revenue Contracts The Company capitalizes incremental costs of obtaining a contract. Certain sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions incurred for obtaining new contracts are deferred and then amortized as selling and marketing expenses on a straight-line basis over a period of benefit that the Company has determined to be approximately four years . The four-year amortization period was determined based on several factors, including the nature of the technology and proprietary data underlying the services being purchased, customer contract renewal rates and industry competition. The Company updates its estimate of the period of benefit periodically and whenever events or circumstances indicate that the period of benefit could change significantly. Such changes, if any, are accounted for prospectively as a change in estimate. The Company has elected to use a practical expedient to expense commissions for renewal contracts when the renewal period is 12 months or less . The Company does not have material costs to fulfill contracts with customers. |
Cost of Revenues | Cost of Revenues Cost of revenues primarily consists of expenses related to hosting the Company’s service, the costs of data center capacity, amortization of developed technology and capitalized software development costs, certain fees paid to various third parties for the use of their technology, services, or data, costs of compensation, including bonuses, stock compensation, benefits and other expenses for employees associated with providing professional services and other direct costs of production. Also included in cost of revenues are costs related to develop, publish, print, and deliver publications. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. In 2017, as an incentive for entering into a lease and building out the Company’s head office in Washington, D.C., the District granted to the Company $ 750 to finance the security deposit of the new office. The Company is required to meet certain covenants, such as maintaining its headquarters in Washington, D.C., and may have to reimburse the District if the covenants are not met. The amount of the grant is reflected as restricted cash, including any interest earned, in the accompanying condensed consolidated balance sheets. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated on a straight-line basis over the assets’ estimated useful lives, which generally are five years for furniture and fixtures, three years for equipment, and the shorter of the useful life or the lease term for leasehold improvements. Software license fees for externally purchased software are capitalized and amortized over the life of the license. Property and equipment are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 6). Depreciation expense was $ 311 and $ 297 for the three months ended September 30, 2022 and 2021, and $ 892 and $ 870 for the nine months ended September 30, 2022 and 2021 , respectively, and is recorded as part of the general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company capitalizes costs to develop software for internal use, including website development costs, when it is determined the development efforts will result in new or additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with implementation activities and ongoing maintenance are expensed as incurred and included in operating expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. Costs capitalized as internal use software are amortized on a straight-line basis over an estimated useful life that the Company has determined to be three years . Amortization of capitalized software development costs is included in the costs of revenues in the accompanyi ng condensed consolidated statements of operations and comprehensive loss. Software development costs are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 6). |
Business Combinations | Business Combinations The Company must estimate the fair value of assets acquired and liabilities assumed in a business combination at the acquisition date. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair values of the tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the condensed consolidated statement of operations and comprehensive loss. |
Acquisition-Related Intangibles and Other Long-Lived Assets | Acquisition-Related Intangibles and Other Long-Lived Assets The Company recognizes acquisition-related intangible assets, such as customer relationships and developed technology, in connection with business combinations. The Company amortizes the cost of acquisition-related intangible assets that have finite useful lives generally on a straight-line basis. The Company evaluates acquisition-related intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups are measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. This includes assumptions about future prospects for the business that the asset group relates to and typically involves computations of the estimated future cash flows to be generated by these businesses. Based on these judgments and assumptions, the Company determines whether the Company needs to take an impairment charge to reduce the value of the asset group stated on the Company’s condensed consolidated balance sheets to reflect its estimated fair value. When the Company considers such assets to be impaired, the amount of impairment the Company recognizes is measured by the amount by which the carrying amount of the asset group exceeds its fair value. |
Goodwill Impairment | Goodwill Impairment Goodwill is not amortized, but is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For purposes of assessing potential impairment, the Company estimates the fair value of its reporting units based on the price a market participant would be willing to pay in a potential sale of the reporting unit, and compares this amount to the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge would be required. The annual goodwill impairment test is performed on October 1st. There were no impairments of long-lived assets and goodwill during 2021 and the nine months ended September 30, 2022 . |
Leases | Leases The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company’s leases include certain variable lease payments associated with non-lease components, such as common area maintenance costs and real estate taxes, which are generally charged based on actual amounts incurred by the lessor. The non-lease components are combined with the lease component to account for both as a single lease component. Lease liabilities, which represent the Company's obligation to make lease payments arising from the lease, and corresponding right-of-use assets, which represent the Company's right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. The Company calculates the present value of future payments using a discount rate equal to the Company’s incremental borrowing rate. For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term and lease expense relating to variable payments is expensed as incurred. The Company did no t have any finance leases at both January 1, 2022 (date of adoption) and at September 30, 2022. The Company records costs associated with leases within general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. The Company subleases certain leased office spaces to third parties and recognizes sublease income on a straight-line basis over the sublease term as an offset to lease expense as part of the general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. |
Warrant Liabilities | Warrant Liabilities The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations and comprehensive loss. The fair value of the public warrants is estimated based on the quoted market price of such warrants. The fair value of the private warrants is estimated using a binomial option pricing model. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation awards consist of stock options and restricted stock units (collectively “stock-based awards”). The Company has historically issued stock options with exercise prices equal to the fair value of the underlying stock price. Prior to the completion of the Business Combination and listing of the Company’s Class A common stock on the public stock exchange, the fair value of Old FiscalNote common stock underlying the stock options was determined based on then-current valuation estimates at the time of grant. Because such grants occurred prior to the public trading of the Company’s Class A common stock, the fair value of Old FiscalNote common stock was typically determined with assistance of periodic valuation analyses from an independent third-party valuation firm. The Company calculates the fair value of stock options using the Black-Scholes option-pricing model. For share-based awards with performance conditions, the Company periodically assesses whether the performance conditions have been met or are probable of being met in order to determine the timing and amount of compensation expense to be recognized for each reporting period. Compensation expense for all option awards is recorded on a straight-line basis over the requisite service period of the awards, which is generally the option’s vesting period. These amounts are reduced by the forfeitures as the forfeitures occur. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the condensed consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the condensed consolidated statements of operations and comprehensive loss in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed. The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision. |
Foreign Currency Transaction | Foreign Currency Translation The functional currency of the Company’s major foreign subsidiaries is generally the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the condensed consolidated statements of operations and comprehensive loss. Foreign currency transaction gains and losses are included in other expense, net in the condensed consolidated statements of operations and comprehensive loss for the period and historically have not been material. Currency gains and losses on the translation of intercompany loans made to foreign subsidiaries that are of a long-term investment nature are included in accumulated other comprehensive loss. |
Related Party Transactions | Related Party Transactions From time to time the Company has entered into related party transactions with certain of the Company's directors and officers. These transactions have historically included term loans, convertible debt, and convertible preferred stock. |
Fair Value Measurement | Fair Value Measurements The Company accounts for assets and liabilities in accordance with accounting standards that define fair value and establish a consistent framework for measuring fair value on either a recurring or a nonrecurring basis. Fair value is an exit price representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Accounting standards include disclosure requirements relating to the fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Assets or liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments guidance with respect to measuring credit losses on financial instruments, including trade receivables. The guidance eliminates the probable initial recognition threshold that was previously required prior to recognizing a credit loss on financial instruments. The credit loss estimate can now reflect an entity's current estimate of all future expected credit losses. Under the previous guidance, an entity only considered past events and current conditions. The guidance will be effective for the Company’s year beginning January 1, 2023. The Company is currently evaluating the impact on the condensed consolidated financial statements upon adoption. In August 2020, the FASB issued ASU 2020-06 Debt – Debt with Conversion and Other Options (ASC 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (ASC 815-40) guidance modifying the requirements for the accounting for convertible instruments and contracts in an entity’s own equity. The modifications eliminate certain accounting models for convertible debt instruments, eliminate certain requirements for equity classification of embedded derivatives and align earnings per share calculations for convertible instruments. The guidance is effective for the Company’s year beginning January 1, 2024. The Company is currently evaluating the impact on the condensed consolidated financial statements upon adoption. The Company has evaluated all other issued and unadopted Accounting Standards Updates and believes the adoption of these standards will not have a material impact on its condensed consolidated statements of operations and comprehensive loss, balance sheets, or cash flows. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02 Leases (ASC 842) guidance for the accounting for leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheets for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company adopted ASU 2016-02 on January 1, 2022 using the effective date method. By applying ASU 2016-02 at the adoption date, as opposed to at the beginning of the earliest period presented, the Company's reporting for periods prior to January 1, 2022 continues to be in accordance with Leases (ASC 840) . The Company elected the package of practical expedients which permits carrying forward historical accounting positions around lease identification, lease classification and initial direct costs for all leases commencing prior to January 1, 2022. The Company also made a policy election to not separate lease and non-lease components for all of its leases and to exclude leases with a term of 12 months or less at the commencement date from the lease asset and lease liability recognition and measurement requirements under ASC 842. Adoption of the standard on January 1, 2022 resulted in the recording of $ 25,912 of operating lease assets and $ 42,324 of operating lease liabilities. The difference between the operating lease assets and operating lease liabilities at transition represented previously recognized deferred rent, lease incentives, and sublease loss liabilities. The Company did not adjust the prior period balance sheets. Adoption of the standard did not impact our condensed consolidated statements of operations and comprehensive loss and condensed consolidated statements of cash flows. See Note 5 for required disclosures related to leases. In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes guidance modifying the requirements for the accounting for income taxes. The simplifications include changes in the accounting for (i) intra-period tax allocations, (ii) outside basis differences in business combinations, (iii) interim provisions, (iv) step-up in tax basis goodwill and (v) franchise and other taxes partially based on income, among other changes. The Company adopted ASC 2019-12 on January 1, 2022. The adoption of this new guidance did not have a material impact on the Company's condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08 Business Combinations (ASC 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers guidance requiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance with ASC 606, at fair value on the acquisition date. Under the new guidance the acquirer will recognize contract assets and contract liabilities at the same amounts recorded by the acquiree. The modifications improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The Company adopted ASC 2021-08 on January 1, 2022. The adoption of this new guidance did not have a material impact on the Company's condensed consolidated financial statements. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table depicts the Company's disaggregated revenue for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Subscription $ 26,075 $ 20,139 $ 73,186 $ 53,098 Advisory 518 452 3,307 1,052 Advertising 695 744 2,073 1,898 Books 40 118 710 1,094 Other revenue 1,743 321 3,040 1,308 Total $ 29,071 $ 21,774 $ 82,316 $ 58,450 |
Schedule of Revenue by Geographic Operations | The following table depicts the Company’s revenue by geographic operations for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America $ 25,139 $ 19,385 $ 72,443 $ 52,433 Europe 2,284 2,042 7,286 5,307 Australia 293 308 827 403 Asia 1,355 39 1,760 307 Total $ 29,071 $ 21,774 $ 82,316 $ 58,450 |
Schedule of Deferred Revenue | Details of the Company’s deferred revenue for the periods presented are as follows: Balance at December 31, 2020 $ 17,521 Acquired deferred revenue 7,788 Revenue recognized in the current period from amounts in the prior balance ( 15,411 ) New deferrals, net of amounts recognized in the current period 18,681 Effects of foreign currency ( 130 ) Balance at September 30, 2021 $ 28,449 Balance at December 31, 2021 $ 30,097 Acquired deferred revenue 1,112 Revenue recognized in the current period from amounts in the prior balance ( 28,226 ) New deferrals, net of amounts recognized in the current period 37,066 Effects of foreign currency ( 807 ) Balance at September 30, 2022 $ 39,242 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Acquisition [Line Items] | |
Summary of Unaudited Pro Forma Financial Information | The unaudited pro forma financial information, in aggregate, is as follows: Three Months Ended Nine Months Ended September 30, 2021 Revenues: Subscription $ 22,082 $ 64,781 Advisory, advertising, and other 2,079 8,565 Total revenues 24,161 73,346 Net loss $ ( 28,204 ) $ ( 91,067 ) |
Aicel Technologies | |
Business Acquisition [Line Items] | |
Summary of Fair Value of Consideration Transferred | The acquisition date fair value of the consideration transferred for Aicel consisted of the following: Fair value of Class A common stock $ 8,590 Fair value of contingent consideration 88 Total $ 8,678 |
Summary of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Cash and cash equivalents $ 1,525 Current assets, net 447 Property and equipment, net 53 Equity method investment 45 Intangible assets 3,000 Deferred revenues ( 602 ) Other current liabilities ( 453 ) Debt ( 1,131 ) Total net assets acquired 2,884 Goodwill 5,794 Total purchase price $ 8,678 |
Summary of Components of Identified Intangible Assets Acquired and Estimated Useful Lives | The following table sets for the components of identified intangible assets acquired and their estimated useful lives as of the date of acquisition: Estimated Fair Value Estimated Useful Life (Years) Developed technology $ 1,200 8 Database 750 8 Customer relationships 650 11 Tradename 400 7 Total intangible assets acquired $ 3,000 |
2021 Acquisitions | |
Business Acquisition [Line Items] | |
Summary of Fair Value of Consideration Transferred | The table below summarizes the fair value of consideration transferred for the 2021 Acquisitions: Oxford Analytica Fireside Timebase Board.org Equilibrium Predata Curate Forge FrontierView Total Acquisition date: 2/12/2021 4/30/2021 5/7/2021 6/3/2021 6/25/2021 6/30/2021 8/27/2021 9/9/2021 11/19/2021 Cash $ 3,850 $ 7,290 $ 2,241 $ 10,113 $ 833 $ 1,925 $ 1,120 $ 614 $ 18,107 $ 46,093 Fair value of common stock (a) 2,626 - - - 8,271 6,510 6,078 9,481 - 32,966 Fair value of seller notes - 10,232 2,078 9,128 - - - - - 21,438 Fair value of contingent consideration (b) - - - - - 196 1,206 1,700 - 3,102 Fair value of contributed interests (c) - - - - 315 - - - - 315 Total $ 6,476 $ 17,522 $ 4,319 $ 19,241 $ 9,419 $ 8,631 $ 8,404 $ 11,795 $ 18,107 $ 103,914 (a) The Company transferred the following shares to certain of the sellers of the 2021 Acquisitions: (i) 968,172 for Oxford Analytica, (ii) 1,260,320 for Equilibrium, (iii) 991,804 for Predata, (iv) 677,483 for Curate, and (v) 1,056,703 for Forge, respectively. (b) Pursuant to the terms of the acquisition agreements, the sellers of certain of the 2021 Acquisitions were eligible for additional contingent consideration consisting of: (i) up to 333,660 shares for Curate, and (ii) 195,834 shares for Forge (all of which have been issued to the Forge employees at the closing, and are subject to clawback based on the earnout provisions), respectively. (c) The fair value of the contributed interests reflects the Company’s CEO contributing his previously held minority interest in Equilibrium to the Company which is reflected as a capital contribution to the Company. |
Summary of Fair Values of Assets Acquired and Liabilities Assumed | The table below summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates: Oxford Analytica Fireside (a) Timebase Board.org (a) Equilibrium Predata Curate Forge (b) FrontierView (a) Total Cash $ 207 $ 51 $ 315 $ 201 $ 149 $ 126 $ 595 $ 40 $ 783 $ 2,467 Accounts receivable 668 389 185 2,862 - 165 179 - 1,535 5,983 Other assets 274 - 85 229 13 258 20 90 289 1,258 Intangible assets 4,600 3,816 1,474 9,122 4,909 5,336 3,720 3,705 5,557 42,239 Accounts payable and accrued expenses ( 1,052 ) ( 136 ) ( 220 ) ( 208 ) ( 58 ) ( 245 ) ( 173 ) ( 316 ) ( 1,034 ) ( 3,442 ) Deferred revenue ( 2,340 ) - ( 360 ) ( 4,411 ) - ( 95 ) ( 301 ) ( 281 ) ( 2,173 ) ( 9,961 ) Other liabilities ( 237 ) - - ( 613 ) - ( 32 ) - - - ( 882 ) Deferred tax liability ( 441 ) - ( 475 ) - ( 835 ) - ( 609 ) - - ( 2,360 ) Total net assets acquired 1,679 4,120 1,004 7,182 4,178 5,513 3,431 3,238 4,957 35,302 Goodwill 4,797 13,402 3,315 12,059 5,241 3,118 4,973 8,557 13,150 68,612 Total purchase price $ 6,476 $ 17,522 $ 4,319 $ 19,241 $ 9,419 $ 8,631 $ 8,404 $ 11,795 $ 18,107 $ 103,914 The acquired intangible assets and the goodwill (up to $ 13,430 , $ 11,446 , and $ 13,150 in connection with the Fireside, Board.org, and FrontierView acquisitions, respectively) will be deductible for U.S. federal income tax purposes. |
Summary of Components of Identified Intangible Assets Acquired and Estimated Useful Lives | The following table sets forth the components of identifiable intangible assets acquired and liabilities assumed and their estimated useful lives as of the respective acquisition dates: Oxford Analytica Fireside Timebase Board.org Equilibrium Predata Curate Forge FrontierView Total Estimated Fair Value Estimated Developed technology $ - $ 1,349 $ 537 $ - $ 4,909 $ 1,195 $ 623 $ 1,672 $ 1,972 $ 12,257 4 - 20 Customer relationships 750 2,314 937 8,855 - 3,477 1,828 2,033 2,754 22,948 3 - 15 Databases - - - - - - 1,269 - - 1,269 15 Tradenames 926 153 - 267 - 664 - - 239 2,249 3 - 20 Expert network 2,924 - - - - - - - - 2,924 6 Content library - - - - - - - - 592 592 10 Total intangible assets acquired $ 4,600 $ 3,816 $ 1,474 $ 9,122 $ 4,909 $ 5,336 $ 3,720 $ 3,705 $ 5,557 $ 42,239 |
Summary of Acquisitions by Region | The following table summarizes the Company’s acquisitions by region for the periods presented: 2021 North America 6 Europe 1 Australia 1 Asia 1 |
Summary of Contingent Consideration | The following table summarizes the contingent consideration as of the date of the 2021 Acquisitions, as of December 31, 2021, and as of September 30, 2022, respectively: Predata Curate Forge Total Fair value of contingent consideration on the respective acquisition dates $ 196 $ 1,206 $ 1,700 $ 3,102 Changes to the fair value of contingent consideration 322 1,348 ( 1,236 ) 434 Fair value of contingent consideration as of December 31, 2021 518 2,554 464 3,536 Changes to the fair value of contingent consideration during the nine months ended September 30, 2022 - ( 1,210 ) ( 455 ) ( 1,665 ) Earned contingent consideration settled during the nine months ended September 30, 2022 - ( 531 ) - ( 531 ) Unearned contingent consideration reversal during the nine months ended September 30, 2022 ( 518 ) - ( 9 ) ( 527 ) Fair value of contingent consideration as of September 30, 2022 $ - $ 813 $ - $ 813 |
Summary of Contingent Compensation | The following table summarizes the fair value of contingent compensation recognized and settled during the periods presented, and the liability balances as of the periods presented: Equilibrium (a) Predata Forge (b) FrontierView (c) Total Contingent compensation recognized during 2021 $ 861 $ 504 $ 260 $ 93 $ 1,718 Contingent compensation settled in 2021 ( 150 ) - - - ( 150 ) Contingent compensation liability as of December 31, 2021 711 504 260 93 1,568 Contingent compensation recognized during nine months ended September 30, 2022 ( 499 ) - 170 1,455 1,126 Contingent compensation settled during the nine months ended September 30, 2022 - - ( 267 ) ( 1,000 ) ( 1,267 ) Unearned contingent compensation reversal during the nine months ended September 30, 2022 ( 183 ) ( 504 ) ( 163 ) ( 81 ) ( 931 ) Contingent compensation liability as of September 30, 2022 $ 29 $ - $ - $ 467 $ 496 (a) Equilibrium contingent compensation consists of up to $ 4,000 in cash and 296,750 shares of the Company's common stock. (b) Forge contingent compensation consists of an employee retention bonus in the amount of $ 422 and up to 457,015 shares of the Company's common stock. These shares are subject to clawback based on the earnout provisions. As of June 30, 2022, Forge employees earned cash contingent compensation of $ 417 , of which $ 267 was paid in the second quarter of 2022 and the remaining $ 150 was initially scheduled to be paid in the first quarter in 2023 but deemed cancelled and therefore reversed during the third quarter in 2022 due to the departure of the individual employee recipient. Reflects the first contingent compensation threshold earned by the FrontierView employees as of March 31, 2022 that was settled through the payment of $ 1,000 in the second quarter of 2022. The second contingent compensation threshold is also for $ 1,000 and subject to FrontierView achieving previously agreed upon revenue targets. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Lease Expense | The following table details the composition of lease expense for the period presented: Three Months Ended Nine Months Ended September 30, 2022 Operating lease cost (a) $ 2,436 $ 7,305 Variable lease cost 133 327 Short-term lease cost 335 971 Total lease costs $ 2,904 $ 8,603 Sublease income $ ( 1,338 ) $ ( 4,013 ) (a) Excludes operating lease assets impairment charge of $ 378 related to an unoccupied existing office space lease recorded in the first quarter of 2022. |
Summary of Future Minimum Lease Payments | The following tables present the future minimum lease payments and additional information about the Company's lease obligations as of September 30, 2022: 2022 (remaining) $ 3,065 2023 8,943 2024 5,065 2025 5,147 2026 5,262 Thereafter 23,431 Total minimum lease payments 50,913 Less: Amounts representing interest 13,396 Net minimum lease payments $ 37,517 |
Summary of Additional Information about Lease Obligations | September 30, 2022 Weighted average remaining lease term (in years) 7.6 Weighted average discount rate 8.3 % |
Summary of Supplemental Cash Flow Information | The following table presents supplemental cash flow information for the period presented: Nine Months Ended September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows for operating leases $ 8,752 Supplemental noncash information on lease liabilities arising from obtaining operating lease assets: Operating lease assets obtained in exchange for lease obligations $ 1,497 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class | The following table summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets by major class: September 30, 2022 December 31, 2021 Weighted Average Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) September 30, 2022 Customer relationships $ 80,869 $ ( 22,863 ) $ 58,006 $ 79,474 $ ( 17,830 ) $ 61,644 9.0 Developed technology 34,818 ( 16,304 ) 18,514 34,123 ( 12,638 ) 21,485 5.7 Databases 29,812 ( 8,341 ) 21,471 29,142 ( 6,785 ) 22,357 10.1 Tradenames 11,367 ( 2,966 ) 8,401 11,159 ( 2,286 ) 8,873 10.4 Expert network 2,359 ( 640 ) 1,719 2,852 ( 417 ) 2,435 4.4 Patents 680 ( 199 ) 481 513 ( 165 ) 348 17.9 Content library 592 ( 49 ) 543 592 ( 5 ) 587 9.2 Total $ 160,497 $ ( 51,362 ) $ 109,135 $ 157,855 $ ( 40,126 ) $ 117,729 F |
Schedule of Expected Future Amortization Expense for Intangible Assets | The expected future amortization expense for intangible assets as of September 30, 2022 is as follows: 2022 (remainder) $ 3,900 2023 15,598 2024 14,796 2025 11,608 2026 11,352 Thereafter 51,881 Total $ 109,135 |
Schedule of Capitalized Software Development Costs | Capitalized software development costs are as follows. September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Capitalized software development costs $ 17,374 $ ( 4,701 ) $ 12,673 $ 9,270 $ ( 1,790 ) $ 7,480 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill Roll Forward | |
Summary of Changes in Carrying Amounts of Goodwill | The changes in the carrying amounts of goodwill, which is generally not deductible for tax purposes, is as follows: Balance at December 31, 2021 $ 188,768 Aicel acquisition 5,794 Impact of foreign currency fluctuations ( 2,100 ) Balance at September 30, 2022 $ 192,462 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Value of Debt | The following presents the carrying value of the Company’s debt as of the respective period ends (in thousands): September 30, 2022 December 31, 2021 New Senior Term Loan $ 150,263 $ - Convertible notes 11,788 97,917 Aicel Convertible Note 1,030 - PPP loan 277 8,000 First out term loan - 56,089 Last out term loan - 52,603 Senior Secured Subordinated Promissory Note - 78,154 8090 FV Subordinated Promissory Note - 10,000 Convertible notes - related parties - 18,295 2021 seller convertible notes - 9,405 2021 seller term loans - 5,524 Debt issuance costs ( 3,243 ) ( 4,807 ) Total 160,115 331,180 Less: Current portion ( 68 ) ( 13,567 ) Total $ 160,047 $ 317,613 |
Summary of Principal, Interest and Other Amounts Associated With the Convertible Notes | The following table details the principal, interest and other amounts associated with the Convertible Notes as described above as of December 31, 2021: December 31, 2021 Principal Deferred Financing Fees PIK Interest Accrual Debt Discount Amortization of Deferred Financing Fees Amortization of Deferred Debt Discount Derivative Liabilities Total 2019 Notes $ 17,320 $ ( 3,454 ) $ 4,639 $ ( 986 ) $ 862 $ 848 $ 2,031 $ 21,260 2020 Notes 59,680 ( 1,027 ) 15,640 ( 14,111 ) 237 3,117 - 63,536 2021 Notes 23,841 ( 214 ) 2,437 ( 21,224 ) 31 2,488 2,197 9,556 Total $ 100,841 $ ( 4,695 ) $ 22,716 $ ( 36,321 ) $ 1,130 $ 6,453 $ 4,228 $ 94,352 |
Summary of Estimated Fair Value of Debt | The following table summarizes the total estimated fair value of the Company's debt as of September 30, 2022 and December 31, 2021, respectively. These fair values are deemed Level 3 liabilities within the fair value measurement framework. September 30, 2022 December 31, 2021 New Senior Term Loan $ 137,703 $ - Convertible notes 18,328 198,179 Aicel Convertible Note 1,030 - First out term loan - 56,960 Last out term loan - 47,358 Senior secured subordinated promissory note - 73,274 8090 FV Subordinated Promissory Note - 14,597 Convertible notes - related parties - 25,510 2021 seller convertible notes - 23,648 Total $ 157,061 $ 439,526 |
Earnout Shares and RSUs (Tables
Earnout Shares and RSUs (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Fair Value Assumptions of Earnout Awards | Assumptions used in the valuation are described below: Valuation date share price $ 8.43 Risk-free interest rate 2.7 % Expected volatility 40.0 % Expected dividends 0.0 % Expected term (years) 5 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share Based Compensation [Abstract] | |
Summary of Activities Related to Stock Options and Performance Stock Units | The following table summarizes activities related to stock options and performance stock units during the period presented: Stock Options awards Number of Weighted-average Weighted-average Aggregate Outstanding at December 31, 2021 8,695,002 $ 3.07 7.3 $ 52,941 Granted 380,251 8.66 Exercised ( 136,788 ) 2.12 Cancelled and forfeited ( 401,011 ) 4.53 Outstanding at September 30, 2022 8,537,454 $ 6.06 12.8 $ 28,402 Vested and exercisable as of September 30, 2022 4,659,611 $ 2.26 6.0 $ 19,347 Vested and expected to vest as of September 30, 2022 8,537,454 |
Summary of Weighted Average Assumptions Used to Estimate Fair Value | The following table summarizes the weighted-average assumptions used to estimate the fair value of stock options granted during the period presented: Nine Months Ended September 30, 2022 Expected volatility 30.09 % Expected life (years) 5.95 Expected dividend yield 0.00 % Risk-free interest rate 2.84 % Fair value of options $ 4.39 |
Summarizes Restricted Stock Unit Activity | The following table summarizes the Company’s restricted stock unit activity for the period presented: Restricted Stock Units Number of Weighted-average Weighted-average Aggregate Outstanding at December 31, 2021 773,063 $ 6.26 7.5 $ 6,943 Granted 252,705 8.91 Vested ( 305,671 ) 3.16 Cancelled and forfeited ( 67,018 ) 8.42 Outstanding at September 30, 2022 653,079 $ 8.51 8.2 $ 3,505 Vested as of September 30, 2022 - $ - - $ - Vested and expected to vest as of September 30, 2022 653,079 |
Transaction Costs, net (Tables)
Transaction Costs, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Transaction Costs Related to Businesses Acquired and Consummation of Business Combination | The Company incurred the following transaction costs related to businesses acquired and the consummation of the Business Combination during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Transaction costs related to acquired businesses $ 432 $ 561 $ 1,004 $ 1,051 Non-capitalizable Business Combination costs 1,791 521 2,250 889 Change in contingent consideration liabilities ( 655 ) 274 ( 2,192 ) 274 Contingent compensation expense ( 293 ) 771 195 771 Total transaction costs $ 1,275 $ 2,127 $ 1,257 $ 2,985 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Components of Basic and Diluted Earnings (Loss) Per Shares | : (in thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30, Numerator: 2022 2021 2022 2021 Net loss $ ( 109,002 ) $ ( 27,958 ) $ ( 175,713 ) $ ( 88,462 ) Deemed dividend - change in redemption value of preferred stock of Old FiscalNote ( 24,351 ) ( 78,037 ) ( 26,570 ) ( 213,797 ) Deemed dividend - in conjunction with convertible debt modification - - - ( 4,000 ) Deemed dividend - preferred stock issuance - - - ( 453 ) Net loss used to compute basic loss per share $ ( 133,353 ) $ ( 105,995 ) $ ( 202,283 ) $ ( 306,712 ) Marked-to-market fair value gain for private warrants ( 23,310 ) - ( 23,310 ) - Net loss used to compute diluted loss per share $ ( 156,663 ) $ ( 105,995 ) $ ( 225,593 ) $ ( 306,712 ) Denominator: Weighted average common stock outstanding, basic 96,117,011 16,724,066 44,757,851 14,671,167 Dilutive effect of private warrants 118,919 - 118,919 - Weighted average common stock outstanding, diluted 96,235,930 16,724,066 44,876,770 14,671,167 Net loss per shares, basic $ ( 1.39 ) $ ( 6.34 ) $ ( 4.52 ) $ ( 20.91 ) Net loss per shares, diluted $ ( 1.63 ) $ ( 6.34 ) $ ( 5.03 ) $ ( 20.91 ) Anti-dilutive securities excluded from diluted loss per share: Anti-dilutive Earnout Awards 19,195,100 - 19,195,100 - Anti-dilutive liability-classified public warrants 13,139,424 - 13,139,424 - Anti-dilutive stock options 8,537,454 8,483,289 8,537,454 8,483,289 Anti-dilutive Convertible Notes 1,630,604 21,676,486 1,630,604 21,676,486 Anti-dilutive contingently issuable shares 1,477,517 783,288 1,477,517 783,288 Anti-dilutive restricted stock units 653,079 267,075 653,079 267,075 Anti-dilutive other liability - classified warrants 118,700 133,542 118,700 133,542 Anti-dilutive Aicel Convertible Notes 102,208 - 102,208 - Anti-dilutive convertible preferred stock - 46,895,197 - 46,895,197 Anti-dilutive convertible senior debt - 17,724,461 - 17,724,461 Anti-dilutive equity-classified warrants - 320,490 - 320,490 Total anti-dilutive securities excluded from diluted loss per share: 44,854,086 96,283,828 44,854,086 96,283,828 |
Benefit from Income (Tables)
Benefit from Income (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Activities Relating to Unrecognized Tax Benefits | The Company has the following activities relating to unrecognized tax benefits for the periods presented: Three Months Ended September 30, 2022 2021 Beginning balances at June 30, 2022 and 2021 $ 639 $ ( 89 ) Gross increases - tax positions in prior periods - - Gross decreases - tax positions in prior periods - - Gross increases - tax positions in current periods - - Settlements - - Lapses in statutes of limitations - - - Ending balances at September 30, 2022 and 2021 $ 639 $ ( 89 ) Nine Months Ended September 30, 2022 2021 Beginning balances at December 31, 2021 and 2020 $ 728 $ 110 Gross increases - tax positions in prior periods - - Gross decreases - tax positions in prior periods - ( 21 ) Gross increases - tax positions in current periods - - Settlements - - Lapses in statutes of limitations ( 89 ) - Ending balances at September 30, 2022 and 2021 $ 639 $ 89 |
Fair Value Measurements and D_2
Fair Value Measurements and Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Fair Value on a Recurring Basis | The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of September 30, 2022 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Liabilities: Public warrants $ 7,141 $ - $ - $ 7,141 Private placement warrants - 5,950 - 5,950 Contingent liabilities from acquisitions - - 1,609 1,609 Liability classified warrants - - 208 208 The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Liabilities: Contingent liabilities from acquisitions $ - $ - $ 5,104 $ 5,104 Liability classified warrants - - 1,021 1,021 Embedded redemption features on Convertible Notes - - 4,228 4,228 Embedded redemption features on Promissory Note - - 28,058 28,058 Embedded redemption features on 8090 FV Note - - 2,400 2,400 |
Summary of Changes in Fair Value of Level 3 Liabilities | The following table summarizes changes in fair value of the Company’s level 3 liabilities during the periods presented : Contingent Liability Classified Warrants Embedded Redemption Embedded Redemption Embedded Redemption Balance at December 31, 2020 $ 276 $ 330 $ 10,805 $ 19,607 $ - Derivative liabilities at issuance date - - 5,972 - - Contingent considerations and compensation at acquisition date 3,102 - - - - Settlement ( 276 ) - - - - Change in fair value included in the determination of net loss (a) 1,045 694 2,365 6,347 - Balance at September 30, 2021 $ 4,147 $ 1,024 $ 19,142 $ 25,954 $ - Balance at December 31, 2021 $ 5,104 $ 1,021 $ 4,228 $ 28,058 $ 2,400 Liability classified warrants at issuance date - 436 - - - Private placement warrants at the Closing of the Business Combination - - - - - Contingent consideration at acquisition date 300 - - - - Contingent compensation recognized 622 - - - - Change in fair value included in the determination of net loss (a) ( 2,192 ) ( 89 ) ( 2,097 ) 3,923 1,264 Earned contingent consideration settled ( 531 ) - - - - Cash contingent compensation earned and subsequently settled ( 1,267 ) - - - - Unearned contingent compensation reversal ( 427 ) - - - - Extinguishment and/or settlement upon conversion - ( 1,160 ) ( 2,131 ) ( 31,981 ) ( 3,664 ) Balance at September 30, 2022 $ 1,609 $ 208 $ - $ - $ - (a) The change in contingent liabilities from acquisitions is recorded as transaction costs on the condensed consolidated statements of operations and comprehensive loss. |
Acquisitions | |
Summary of Inputs and Assumptions | The following inputs and assumptions were used to value contingent liabilities from acquisitions as of September 30, 2022: Curate Risk premium 10.00 % Risk free rate 4.14 % Revenue volatility 25.00 % Expected life (years) 1.5 The following inputs and assumptions were used to value contingent liabilities from acquisitions as of December 31, 2021: Equilibrium Predata Curate Forge FrontierView Risk premium 8.00 % 6.00 % 9.00 % 11.00 % 8.00 % Risk free rate 0.53 % 0.06 % 0.62 % 0.73 % 0.38 % Revenue volatility 30.00 % 20.00 % 30.00 % 40.00 % 30.00 % Expected life (years) 1.4 0.1 1.7 2.0 1.6 |
Private Placement Warrants | |
Summary of Inputs and Assumptions | The following table presents the assumptions used to determine the fair value of the private placement warrants at July 29, 2022 and September 30, 2022: September 30, 2022 July 29, 2022 Valuation date share price $ 6.37 $ 8.43 Risk-free interest rate 4.1 % 2.7 % Expected volatility 12.7 % 40.0 % Expected dividends 0.0 % 0.0 % Expected term (years) 4.83 5.00 Fair value (in dollars) $ 0.85 $ 2.66 |
Comerica Warrants | |
Summary of Inputs and Assumptions | The fair value of the Comerica Warran ts was calculated using the Black-Scholes calculation with the following inputs. December 31, 2021 Series B preferred stock fair value $ 9.39 Time to maturity (years) 3.5 Risk-free interest rate 1.04 % Volatility 56 % Exercise price $ 2.02 |
Eastward Warrants | |
Summary of Inputs and Assumptions | The fair value of the Eastward Warrants was calculated using the Black-Scholes calculation with the following inputs: December 31, 2021 Common stock fair value $ 8.98 Time to maturity (years) 5.0 Risk-free interest rate 1.26 % Volatility 49 % Exercise price $ 1.47 |
Last Out Lender Warrants | |
Summary of Inputs and Assumptions | The Last Out Lender Warrants are classified as Level 3 in the fair value hierarchy. The fair value of the Last Out Lender Warrants (see Note 8) is calculated using the Black-Scholes calculation with the following inputs: September 30, 2022 Common stock fair value $ 6.37 Time to maturity (years) 2.8 Risk-free interest rate 4.24 % Volatility 52 % Exercise price $ 8.56 |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Feb. 24, 2022 USD ($) | Feb. 14, 2022 USD ($) | Apr. 13, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jul. 29, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2017 USD ($) | |
Significant Accounting Policies [Line Items] | ||||||||||||
Cash and cash equivalents | $ 78,010,000 | $ 78,010,000 | $ 32,168,000 | |||||||||
Working capital deficit | 38,200,000 | 38,200,000 | ||||||||||
Accumulated deficit | (658,199,000) | (658,199,000) | (481,414,000) | |||||||||
Net loss | $ (109,002,000) | $ (27,958,000) | (175,713,000) | $ (88,462,000) | ||||||||
Net proceeds from issuance of preferred stock | 12,481,000 | |||||||||||
Net cash proceeds from business combination | $ 65,600,000 | |||||||||||
Number of operating segments | Segment | 1 | |||||||||||
Capitalized contract cost, amortization period | 4 years | 4 years | ||||||||||
Practical expedient to expense commissions for renewal contracts, description | The Company has elected to use a practical expedient to expense commissions for renewal contracts when the renewal period is 12 months or less | |||||||||||
Depreciation expense | $ 311,000 | $ 297,000 | $ 892,000 | $ 870,000 | ||||||||
Impairments of long-lived assets | 0 | 0 | ||||||||||
Impairment of goodwill | 0 | $ 0 | ||||||||||
Impairments of long-lived assets | 0 | 0 | $ 0 | |||||||||
Operating Lease Right Of Use Asset | 22,168,000 | 22,168,000 | ||||||||||
Operating Lease Liability | $ 37,517,000 | $ 37,517,000 | ||||||||||
ASU 2016-02 | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Operating Lease Right Of Use Asset | 25,912,000 | |||||||||||
Operating Lease Liability | $ 42,324,000 | |||||||||||
Furniture and Fixtures | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Property and equipment, estimated useful life | 5 years | |||||||||||
Equipment | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Property and equipment, estimated useful life | 3 years | |||||||||||
Leasehold Improvements | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Property and equipment, estimated useful life | shorter of the useful life or the lease term | |||||||||||
Internal Use Software | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Property and equipment, estimated useful life | 3 years | |||||||||||
Washington, D.C | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Cash | $ 750,000 | |||||||||||
Accounts Receivable | Customer Concentration Risk | Single Customer | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Concentration risk, percentage | 10% | 10% | ||||||||||
Revenue | Customer Concentration Risk | Single Customer | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Concentration risk, percentage | 10% | 10% | 10% | 10% | ||||||||
Assets | Geographic Concentration Risk | Single Customer | United States | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Concentration risk, percentage | 92% | 92% | ||||||||||
Accounts Payable | Supplier Concentration Risk | Two Vendors | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Concentration risk, percentage | 10% | 10% | ||||||||||
Purchases | Supplier Concentration Risk | One Vendor | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Concentration risk, percentage | 10% | 10% | 10% | 10% | ||||||||
DSAC | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Goodwill or other intangible assets recorded | $ 0 | |||||||||||
Other Current Liabilities | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Deferred Social Security Tax | $ 663,000 | $ 663,000 | ||||||||||
Paycheck Protection Program | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Forgiveness of debt | $ 7,667,000 | $ 7,667,000 | ||||||||||
Remaining balance of loan | $ 333,000 | |||||||||||
Loan repayment term | 5 years | 5 years | ||||||||||
CARES Act | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Deferred Social Security Tax | $ 1,326,000 | |||||||||||
Payment of deferred Social Security Tax | $ 663,000 | |||||||||||
CARES Act | Paycheck Protection Program | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Proceeds from issuance of debt | $ 8,000,000 |
Business Combination with DSAC
Business Combination with DSAC - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |
Jul. 29, 2022 USD ($) Vote | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |||
Loss on extinguishment of debt | $ (45,250,000) | $ (45,250,000) | |
DSAC | |||
Business Acquisition [Line Items] | |||
Proceeds from loans | $ 325,000,000 | ||
Payments of transaction costs | 45,200,000 | ||
Repayments of debt | 210,700,000 | ||
DSAC | New Senior Term Loan | |||
Business Acquisition [Line Items] | |||
Proceeds from loans | 150,000,000 | ||
Debt issuance costs paid | 3,500 | ||
Debt issuance costs capitalized | 2,800 | ||
Loss on extinguishment of debt | 700 | ||
DSAC | DSACs Trust | |||
Business Acquisition [Line Items] | |||
Proceeds from loans | 61,000,000 | ||
DSAC | Backstop Agreement With Sponsor Of DSAC | |||
Business Acquisition [Line Items] | |||
Proceeds from loans | 114,000,000 | ||
DSAC | First Out Term Loan | |||
Business Acquisition [Line Items] | |||
Repayments of debt | 75,300,000 | ||
DSAC | Last Out Term Loan | |||
Business Acquisition [Line Items] | |||
Repayments of debt | 61,700,000 | ||
DSAC | Senior Secured Subordinated Promissory Note | |||
Business Acquisition [Line Items] | |||
Repayments of debt | 50,000,000 | ||
DSAC | 8090 FV Subordinated Promissory Note | |||
Business Acquisition [Line Items] | |||
Repayments of debt | 16,300,000 | ||
DSAC | 2021 Seller Term Loans | |||
Business Acquisition [Line Items] | |||
Repayments of debt | $ 7,400,000 | ||
DSAC | Merger Agreement | |||
Business Acquisition [Line Items] | |||
Exchange ratio of shares | 1.187 | ||
Number of votes per share | Vote | 25 | ||
Business combination description | (a) transfer by the holder(s) of New FiscalNote Class B common stock to any other person, except for specified trusts, retirement accounts, corporations or similar entities formed for financial or estate planning purposes and beneficially owned by the holders of New FiscalNote Class B common stock, (b) the death or incapacity of such holder(s) of New FiscalNote Class B common stock, (c) the date specified by an affirmative vote of a majority of the outstanding New FiscalNote Class B common stock, voting as a single class, (d) the date on which the outstanding shares of New FiscalNote Class B common stock represent less than 50% of the shares of New FiscalNote Class B common stock that were outstanding as of the Closing Date, or (e) the seven-year anniversary of the Closing Date. | ||
DSAC | Merger Agreement | New Senior Term Loan | |||
Business Acquisition [Line Items] | |||
Aggregate principal amount | $ 150,000,000 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 29,071 | $ 21,774 | $ 82,316 | $ 58,450 |
Subscription | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 26,075 | 20,139 | 73,186 | 53,098 |
Advisory | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 518 | 452 | 3,307 | 1,052 |
Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 695 | 744 | 2,073 | 1,898 |
Books | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 40 | 118 | 710 | 1,094 |
Other Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 1,743 | $ 321 | $ 3,040 | $ 1,308 |
Revenues - Revenue by Geographi
Revenues - Revenue by Geographic Locations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 29,071 | $ 21,774 | $ 82,316 | $ 58,450 |
North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 25,139 | 19,385 | 72,443 | 52,433 |
Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 2,284 | 2,042 | 7,286 | 5,307 |
Australia | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 293 | 308 | 827 | 403 |
Asia | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 1,355 | $ 39 | $ 1,760 | $ 307 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||||
Contract assets | $ 1,576,000 | $ 1,576,000 | $ 1,475,000 | ||
Capitalized cost | 2,775,000 | $ 2,140,000 | 2,775,000 | $ 2,140,000 | |
Impairments of costs to obtain revenue contracts | 0 | 0 | 0 | 0 | |
Revenue remaining performance obligation | 89,938,000 | 89,938,000 | |||
Sales and Marketing Expense | |||||
Disaggregation Of Revenue [Line Items] | |||||
Capitalized cost, amortization | $ 675,000 | $ 676,000 | $ 1,922,000 | $ 1,820,000 | |
Geographic Concentration Risk | Revenue | United Kingdom | |||||
Disaggregation Of Revenue [Line Items] | |||||
Concentration risk, percentage | 5% | 6% | 6% | 6% |
Revenues - Schedule of Deferred
Revenues - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Contract With Customer Liability [Abstract] | ||
Beginning balance | $ 30,097 | $ 17,521 |
Acquired deferred revenue | 1,112 | 7,788 |
Revenue recognized in the current period from amounts in the prior balance | (28,226) | (15,411) |
New deferrals, net of amounts recognized in the current period | 37,066 | 18,681 |
Effects of foreign currency | (807) | (130) |
Ending balance | $ 39,242 | $ 28,449 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details1) | Sep. 30, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-10-01 | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation, expected satisfaction period | 3 months |
Revenue, remaining performance obligation, expected timing of satisfaction, year | 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation, expected satisfaction period | 1 year |
Revenue, remaining performance obligation, expected timing of satisfaction, year | 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation, expected satisfaction period | 1 year |
Revenue, remaining performance obligation, expected timing of satisfaction, year | 2024 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation, expected satisfaction period | 1 year |
Revenue, remaining performance obligation, expected timing of satisfaction, year | 2025 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation, expected satisfaction period | 1 year |
Revenue, remaining performance obligation, expected timing of satisfaction, year | 2026 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 29, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | |
Subscription | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, revenue recognized | $ 5,126,000 | $ 8,426,000 | ||||
Advisory, advertising, and other | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, revenue recognized | $ 692,000 | $ 1,491,000 | ||||
Maximum | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets amortization period | 15 years | |||||
Minimum | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets amortization period | 3 years | |||||
Aicel Technologies | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition consideration | $ 8,678,000 | |||||
Acquisition consideration of common shares | 723,684 | |||||
Exchange of common stock shares | 859,016 | |||||
Contingent consideration of common stock shares | 12,491 | |||||
Transaction costs | $ 300,000 | $ 606,000 | $ 96,000 | |||
Business combination, accrued contingent liabilities | $ 300,000 | |||||
Business combination, consideration through equity, number of shares | 28,522 | |||||
Restricted stock upon achievement of certain revenue targets | 24,833 | |||||
Business combination, contingent consideration payment description | The common stock, restricted stock and cash portions of the contingent payments will be paid within eighteen months upon achievement of certain revenue targets. | |||||
Intangible assets | $ 3,000,000 | |||||
Intangible assets amortization period | 15 years | |||||
Aicel Technologies | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 650,000 | |||||
Intangible assets amortization period | 11 years | |||||
Aicel Technologies | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 300,000 | |||||
DT-Global Asset Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition consideration | $ 600,000 | |||||
Transaction costs | 43,000 | |||||
Upfront cash payment | 400,000 | |||||
Purchase price holdbacks | 100,000 | |||||
Contingent consideration related to operational milestones | 100,000 | |||||
Fair value of assets acquired | $ 1,090,000 | 1,090,000 | ||||
Intangible assets amortization period | 15 years | |||||
DT-Global Asset Acquisition | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 1,090,000 | $ 1,090,000 | ||||
2021 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition consideration | 103,914,000 | |||||
Transaction costs | 1,418,000 | |||||
Cash consideration | 46,093,000 | |||||
Intangible assets | $ 42,239,000 | |||||
Intangible assets amortization period | 15 years | |||||
2021 Acquisitions | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 22,948,000 | |||||
2021 Acquisitions | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration delivery period | 3 years | |||||
Contingent compensation delivery period | 3 years | |||||
2021 Acquisitions | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration delivery period | 1 year | |||||
Contingent compensation delivery period | 1 year |
Business Combinations - Summary
Business Combinations - Summary of Fair Value of Consideration Transferred (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 29, 2022 | Dec. 31, 2021 | |
Aicel Technologies | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Fair value of common stock | $ 8,590 | |
Fair value of contingent consideration | 88 | |
Total | $ 8,678 | |
Oxford Analytica | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Acquisition date: | Feb. 12, 2021 | |
Cash | $ 3,850 | |
Fair value of common stock | 2,626 | |
Total | $ 6,476 | |
Fireside | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Acquisition date: | Apr. 30, 2021 | |
Cash | $ 7,290 | |
Fair value of seller notes | 10,232 | |
Total | $ 17,522 | |
Timebase | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Acquisition date: | May 07, 2021 | |
Cash | $ 2,241 | |
Fair value of seller notes | 2,078 | |
Total | $ 4,319 | |
Board.org | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Acquisition date: | Jun. 03, 2021 | |
Cash | $ 10,113 | |
Fair value of seller notes | 9,128 | |
Total | $ 19,241 | |
Equilibrium | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Acquisition date: | Jun. 25, 2021 | |
Cash | $ 833 | |
Fair value of common stock | 8,271 | |
Fair value of contributed interests | 315 | |
Total | $ 9,419 | |
Predata | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Acquisition date: | Jun. 30, 2021 | |
Cash | $ 1,925 | |
Fair value of common stock | 6,510 | |
Fair value of contingent consideration | 196 | |
Total | $ 8,631 | |
Curate | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Acquisition date: | Aug. 27, 2021 | |
Cash | $ 1,120 | |
Fair value of common stock | 6,078 | |
Fair value of contingent consideration | 1,206 | |
Total | $ 8,404 | |
Forge | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Acquisition date: | Sep. 09, 2021 | |
Cash | $ 614 | |
Fair value of common stock | 9,481 | |
Fair value of contingent consideration | 1,700 | |
Total | $ 11,795 | |
FrontierView | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Acquisition date: | Nov. 19, 2021 | |
Cash | $ 18,107 | |
Total | 18,107 | |
2021 Acquisitions | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Cash | 46,093 | |
Fair value of common stock | 32,966 | |
Fair value of contingent consideration | 3,102 | |
Fair value of seller notes | 21,438 | |
Fair value of contributed interests | 315 | |
Total | $ 103,914 |
Business Combinations - Summa_2
Business Combinations - Summary of Fair Value of Consideration Transferred (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021 shares | |
Oxford Analytica | |
Business Acquisition Contingent Consideration [Line Items] | |
Business combination, consideration through equity, number of shares | 968,172 |
Equilibrium | |
Business Acquisition Contingent Consideration [Line Items] | |
Business combination, consideration through equity, number of shares | 1,260,320 |
Predata | |
Business Acquisition Contingent Consideration [Line Items] | |
Business combination, consideration through equity, number of shares | 991,804 |
Curate | |
Business Acquisition Contingent Consideration [Line Items] | |
Business combination, consideration through equity, number of shares | 677,483 |
Contingent consideration of common stock shares | 333,660 |
Forge | |
Business Acquisition Contingent Consideration [Line Items] | |
Business combination, consideration through equity, number of shares | 1,056,703 |
Contingent consideration of common stock shares | 195,834 |
Business Combinations - Summa_3
Business Combinations - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 29, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 188,768 | $ 192,462 | |
Aicel Technologies | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 1,525 | ||
Current assets, net | 447 | ||
Property and equipment, net | 53 | ||
Equity method investment | 45 | ||
Intangible assets | 3,000 | ||
Deferred revenues | (602) | ||
Other current liabilities | (453) | ||
Debt | (1,131) | ||
Total net assets acquired | 2,884 | ||
Goodwill | 5,794 | ||
Total purchase price | $ 8,678 | ||
Oxford Analytica | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 207 | ||
Accounts receivable, net | 668 | ||
Other current assets | 274 | ||
Intangible assets | 4,600 | ||
Accounts payable and accrued expenses | (1,052) | ||
Deferred revenues | (2,340) | ||
Other current liabilities | (237) | ||
Deferred tax liability | (441) | ||
Total net assets acquired | 1,679 | ||
Goodwill | 4,797 | ||
Total purchase price | 6,476 | ||
Fireside | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 51 | ||
Accounts receivable, net | 389 | ||
Intangible assets | 3,816 | ||
Accounts payable and accrued expenses | (136) | ||
Total net assets acquired | 4,120 | ||
Goodwill | 13,402 | ||
Total purchase price | 17,522 | ||
Timebase | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 315 | ||
Accounts receivable, net | 185 | ||
Other current assets | 85 | ||
Intangible assets | 1,474 | ||
Accounts payable and accrued expenses | (220) | ||
Deferred revenues | (360) | ||
Deferred tax liability | (475) | ||
Total net assets acquired | 1,004 | ||
Goodwill | 3,315 | ||
Total purchase price | 4,319 | ||
Board.org | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 201 | ||
Accounts receivable, net | 2,862 | ||
Other current assets | 229 | ||
Intangible assets | 9,122 | ||
Accounts payable and accrued expenses | (208) | ||
Deferred revenues | (4,411) | ||
Other current liabilities | (613) | ||
Total net assets acquired | 7,182 | ||
Goodwill | 12,059 | ||
Total purchase price | 19,241 | ||
Equilibrium | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 149 | ||
Other current assets | 13 | ||
Intangible assets | 4,909 | ||
Accounts payable and accrued expenses | (58) | ||
Deferred tax liability | (835) | ||
Total net assets acquired | 4,178 | ||
Goodwill | 5,241 | ||
Total purchase price | 9,419 | ||
Predata | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 126 | ||
Accounts receivable, net | 165 | ||
Other current assets | 258 | ||
Intangible assets | 5,336 | ||
Accounts payable and accrued expenses | (245) | ||
Deferred revenues | (95) | ||
Other current liabilities | (32) | ||
Total net assets acquired | 5,513 | ||
Goodwill | 3,118 | ||
Total purchase price | 8,631 | ||
Curate | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 595 | ||
Accounts receivable, net | 179 | ||
Other current assets | 20 | ||
Intangible assets | 3,720 | ||
Accounts payable and accrued expenses | (173) | ||
Deferred revenues | (301) | ||
Deferred tax liability | (609) | ||
Total net assets acquired | 3,431 | ||
Goodwill | 4,973 | ||
Total purchase price | 8,404 | ||
Forge | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 40 | ||
Other current assets | 90 | ||
Intangible assets | 3,705 | ||
Accounts payable and accrued expenses | (316) | ||
Deferred revenues | (281) | ||
Total net assets acquired | 3,238 | ||
Goodwill | 8,557 | ||
Total purchase price | 11,795 | ||
FrontierView | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 783 | ||
Accounts receivable, net | 1,535 | ||
Other current assets | 289 | ||
Intangible assets | 5,557 | ||
Accounts payable and accrued expenses | (1,034) | ||
Deferred revenues | (2,173) | ||
Total net assets acquired | 4,957 | ||
Goodwill | 13,150 | ||
Total purchase price | 18,107 | ||
2021 Acquisitions | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 2,467 | ||
Accounts receivable, net | 5,983 | ||
Other current assets | 1,258 | ||
Intangible assets | 42,239 | ||
Accounts payable and accrued expenses | (3,442) | ||
Deferred revenues | (9,961) | ||
Other current liabilities | (882) | ||
Deferred tax liability | (2,360) | ||
Total net assets acquired | 35,302 | ||
Goodwill | 68,612 | ||
Total purchase price | $ 103,914 |
Business Combinations - Summa_4
Business Combinations - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Fireside | |
Business Acquisition [Line Items] | |
Business acquisition, expected tax deductible amount | $ 13,430 |
Board.org | |
Business Acquisition [Line Items] | |
Business acquisition, expected tax deductible amount | 11,446 |
FrontierView | |
Business Acquisition [Line Items] | |
Business acquisition, expected tax deductible amount | $ 13,150 |
Business Combinations - Summa_5
Business Combinations - Summary of Components of Identified Intangible Assets Acquired and Estimated Useful Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 29, 2022 | Dec. 31, 2021 | |
Developed Technology | Minimum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 4 years | |
Developed Technology | Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 20 years | |
Database | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 15 years | |
Customer Relationships | Minimum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 3 years | |
Customer Relationships | Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 15 years | |
Tradename | Minimum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 3 years | |
Tradename | Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 20 years | |
Expert Network | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 6 years | |
Content Library | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 10 years | |
Aicel Technologies | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 3,000 | |
Estimated Useful Life (Years) | 15 years | |
Aicel Technologies | Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 1,200 | |
Estimated Useful Life (Years) | 8 years | |
Aicel Technologies | Database | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 750 | |
Estimated Useful Life (Years) | 8 years | |
Aicel Technologies | Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 650 | |
Estimated Useful Life (Years) | 11 years | |
Aicel Technologies | Tradename | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 400 | |
Estimated Useful Life (Years) | 7 years | |
Oxford Analytica | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 4,600 | |
Oxford Analytica | Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 750 | |
Oxford Analytica | Tradename | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 926 | |
Oxford Analytica | Expert Network | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 2,924 | |
Fireside | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 3,816 | |
Fireside | Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 1,349 | |
Fireside | Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 2,314 | |
Fireside | Tradename | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 153 | |
Timebase | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 1,474 | |
Timebase | Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 537 | |
Timebase | Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 937 | |
Board.org | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 9,122 | |
Board.org | Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 8,855 | |
Board.org | Tradename | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 267 | |
Equilibrium | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 4,909 | |
Equilibrium | Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 4,909 | |
Predata | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 5,336 | |
Predata | Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 1,195 | |
Predata | Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 3,477 | |
Predata | Tradename | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 664 | |
Curate | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 3,720 | |
Curate | Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 623 | |
Curate | Database | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 1,269 | |
Curate | Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 1,828 | |
Forge | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 3,705 | |
Forge | Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 1,672 | |
Forge | Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 2,033 | |
FrontierView | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 5,557 | |
FrontierView | Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 1,972 | |
FrontierView | Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 2,754 | |
FrontierView | Tradename | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 239 | |
FrontierView | Content Library | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 592 | |
2021 Acquisitions | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 42,239 | |
Estimated Useful Life (Years) | 15 years | |
2021 Acquisitions | Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 12,257 | |
2021 Acquisitions | Database | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 1,269 | |
2021 Acquisitions | Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 22,948 | |
2021 Acquisitions | Tradename | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 2,249 | |
2021 Acquisitions | Expert Network | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 2,924 | |
2021 Acquisitions | Content Library | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 592 |
Business Combinations - Summa_6
Business Combinations - Summary of Acquisitions by Region (Details) - 2021 Acquisitions | 12 Months Ended |
Dec. 31, 2021 Acquisition | |
North America | |
Business Acquisition [Line Items] | |
Number of businesses acquired | 6 |
Europe | |
Business Acquisition [Line Items] | |
Number of businesses acquired | 1 |
Australia | |
Business Acquisition [Line Items] | |
Number of businesses acquired | 1 |
Asia | |
Business Acquisition [Line Items] | |
Number of businesses acquired | 1 |
Business Combinations - Summa_7
Business Combinations - Summary of Contingent Consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Predata | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Fair value of contingent consideration | $ 518 | $ 196 |
Changes to the fair value of contingent consideration | 322 | |
Unearned contingent consideration reversal | (518) | |
Fair value of contingent consideration | 518 | |
Curate | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Fair value of contingent consideration | 2,554 | 1,206 |
Changes to the fair value of contingent consideration | (1,210) | 1,348 |
Earned contingent consideration settled | (531) | |
Fair value of contingent consideration | 813 | 2,554 |
Forge | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Fair value of contingent consideration | 464 | 1,700 |
Changes to the fair value of contingent consideration | (455) | (1,236) |
Unearned contingent consideration reversal | (9) | |
Fair value of contingent consideration | 464 | |
2021 Acquisitions | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Fair value of contingent consideration | 3,536 | 3,102 |
Changes to the fair value of contingent consideration | (1,665) | 434 |
Earned contingent consideration settled | (531) | |
Unearned contingent consideration reversal | (527) | |
Fair value of contingent consideration | $ 813 | $ 3,536 |
Business Combinations - Summa_8
Business Combinations - Summary of Contingent Compensation (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equilibrium | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Contingent compensation liability | $ 711 | |
Contingent compensation recognized | (499) | $ 861 |
Contingent compensation settled | (150) | |
Unearned contingent compensation reversal | (183) | |
Contingent compensation liability | 29 | 711 |
Predata | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Contingent compensation liability | 504 | |
Contingent compensation recognized | 504 | |
Unearned contingent compensation reversal | (504) | |
Contingent compensation liability | 504 | |
Forge | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Contingent compensation liability | 260 | |
Contingent compensation recognized | 170 | 260 |
Contingent compensation settled | (267) | |
Unearned contingent compensation reversal | (163) | |
Contingent compensation liability | 260 | |
FrontierView | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Contingent compensation liability | 93 | |
Contingent compensation recognized | 1,455 | 93 |
Contingent compensation settled | (1,000) | |
Unearned contingent compensation reversal | (81) | |
Contingent compensation liability | 467 | 93 |
2021 Acquisitions | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Contingent compensation liability | 1,568 | |
Contingent compensation recognized | 1,126 | 1,718 |
Contingent compensation settled | (1,267) | (150) |
Unearned contingent compensation reversal | (931) | |
Contingent compensation liability | $ 496 | $ 1,568 |
Business Combinations - Summa_9
Business Combinations - Summary of Contingent Compensation (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | |
Equilibrium | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Cash contingent compensation | $ 4,000 | |||
Contingent compensation shares of common stock | 296,750 | 296,750 | ||
Forge | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Cash contingent compensation | $ 150 | $ 267 | $ 417 | |
Contingent compensation shares of common stock | 457,015 | 457,015 | ||
Contingent compensation employee retention bonus | $ 422 | |||
FrontierView | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
First contingent compensation threshold payment | $ 1,000 | |||
Second contingent compensation threshold payment | $ 1,000 |
Business Combinations - Summ_10
Business Combinations - Summary of Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition Pro Forma Information [Line Items] | ||
Total revenues | $ 24,161 | $ 73,346 |
Net loss | (28,204) | (91,067) |
Subscription | ||
Business Acquisition Pro Forma Information [Line Items] | ||
Total revenues | 22,082 | 64,781 |
Advisory, advertising, and other | ||
Business Acquisition Pro Forma Information [Line Items] | ||
Total revenues | $ 2,079 | $ 8,565 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Lessee Lease Description [Line Items] | ||||||
Operating lease asset impairment | $ 378 | $ 378 | $ 378 | |||
Reduction in operating lease asset | $ 378 | |||||
Payment of sublease termination Fee | $ 1,682 | |||||
Lease termination effective date | Mar. 31, 2023 | |||||
Sublease loss liability | 2,621 | |||||
Incentive granted | $ 750 | |||||
FrontierView Strategy Group | ||||||
Lessee Lease Description [Line Items] | ||||||
Sublease loss liability | $ 401 | |||||
Forecast [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Sublease termination fee payable | $ 1,682 | |||||
Minimum | ||||||
Lessee Lease Description [Line Items] | ||||||
Non-cancellable base terms | 1 year | |||||
Maximum | ||||||
Lessee Lease Description [Line Items] | ||||||
Non-cancellable base terms | 9 years |
Leases - Summary of Lease Expen
Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Lease Cost [Abstract] | ||
Operating lease cost | $ 2,436 | $ 7,305 |
Variable lease cost | 133 | 327 |
Short-term lease cost | 335 | 971 |
Total lease costs | 2,904 | 8,603 |
Sublease income | $ 1,338 | $ 4,013 |
Leases - Summary of Lease Exp_2
Leases - Summary of Lease Expense (Parenthetical) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
Lease Cost [Abstract] | |||
Operating lease asset impairment | $ 378 | $ 378 | $ 378 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
2022 (remaining) | $ 3,065 |
2023 | 8,943 |
2024 | 5,065 |
2025 | 5,147 |
2026 | 5,262 |
Thereafter | 23,431 |
Total minimum lease payments | 50,913 |
Less: Amounts representing interest | 13,396 |
Net minimum lease payments | $ 37,517 |
Leases - Summary of Additional
Leases - Summary of Additional Information about Lease Obligations (Details) | Sep. 30, 2022 |
Lessee Disclosure [Abstract] | |
Weighted average remaining lease term (in years) | 7 years 7 months 6 days |
Weighted average discount rate | 8.30% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Lessee Disclosure [Abstract] | |
Operating cash outflows for operating leases | $ 8,752 |
Operating lease assets obtained in exchange for lease obligations | $ 1,497 |
Intangible Assets - Summary of
Intangible Assets - Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 160,497 | $ 157,855 |
Intangible assets, Accumulated Amortization | (51,362) | (40,126) |
Intangible assets, Net Carrying Amount | 109,135 | 117,729 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | 80,869 | 79,474 |
Intangible assets, Accumulated Amortization | (22,863) | (17,830) |
Intangible assets, Net Carrying Amount | $ 58,006 | 61,644 |
Weighted Average Remaining Useful Life (Years) | 9 years | |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 34,818 | 34,123 |
Intangible assets, Accumulated Amortization | (16,304) | (12,638) |
Intangible assets, Net Carrying Amount | $ 18,514 | 21,485 |
Weighted Average Remaining Useful Life (Years) | 5 years 8 months 12 days | |
Database | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 29,812 | 29,142 |
Intangible assets, Accumulated Amortization | (8,341) | (6,785) |
Intangible assets, Net Carrying Amount | $ 21,471 | 22,357 |
Weighted Average Remaining Useful Life (Years) | 10 years 1 month 6 days | |
Tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 11,367 | 11,159 |
Intangible assets, Accumulated Amortization | (2,966) | (2,286) |
Intangible assets, Net Carrying Amount | $ 8,401 | 8,873 |
Weighted Average Remaining Useful Life (Years) | 10 years 4 months 24 days | |
Expert Network | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 2,359 | 2,852 |
Intangible assets, Accumulated Amortization | (640) | (417) |
Intangible assets, Net Carrying Amount | $ 1,719 | 2,435 |
Weighted Average Remaining Useful Life (Years) | 4 years 4 months 24 days | |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 680 | 513 |
Intangible assets, Accumulated Amortization | (199) | (165) |
Intangible assets, Net Carrying Amount | $ 481 | 348 |
Weighted Average Remaining Useful Life (Years) | 17 years 10 months 24 days | |
Content Library | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 592 | 592 |
Intangible assets, Accumulated Amortization | (49) | (5) |
Intangible assets, Net Carrying Amount | $ 543 | $ 587 |
Weighted Average Remaining Useful Life (Years) | 9 years 2 months 12 days |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Intangible Assets Disclosure [Line Items] | |||||
Amortization of intangible assets | [1] | $ 2,601 | $ 2,512 | $ 7,818 | $ 6,651 |
Interest capitalized on capitalized software development costs | 529 | 207 | |||
Amortization of capitalized software development costs | 1,564 | 409 | 2,910 | 1,053 | |
Intangible Assets Excluding Developed Technology | |||||
Intangible Assets Disclosure [Line Items] | |||||
Amortization of intangible assets | 2,600 | 2,512 | 7,818 | 6,651 | |
Developed Technology | |||||
Intangible Assets Disclosure [Line Items] | |||||
Amortization of intangible assets | $ 1,268 | $ 1,160 | $ 3,754 | $ 3,024 | |
[1] Amounts include stock-based compensation expenses, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 13 $ 4 $ 36 $ 9 Research and development 504 55 609 216 Sales and marketing 721 27 828 97 Editorial 513 24 560 67 General and administrative 28,292 77 28,835 158 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Expected Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2022 (remainder) | $ 3,900 | |
2023 | 15,598 | |
2024 | 14,796 | |
2025 | 11,608 | |
2026 | 11,352 | |
Thereafter | 51,881 | |
Intangible assets, Net Carrying Amount | $ 109,135 | $ 117,729 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Capitalized Software Development Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Capitalized Computer Software Net [Abstract] | ||
Capitalized software development costs, Gross Carrying Amount | $ 17,374 | $ 9,270 |
Capitalized software development costs, Accumulated Amortization | (4,701) | (1,790) |
Capitalized software development costs, Net Carrying Amount | $ 12,673 | $ 7,480 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Carrying Amounts of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill Roll Forward | |
Balance at December 31, 2021 | $ 188,768 |
Aicel acquisition | 5,794 |
Impact of foreign currency fluctuations | (2,100) |
Balance at September 30, 2022 | $ 192,462 |
Debt - Summary of Carrying Valu
Debt - Summary of Carrying Value of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ (3,243) | $ (4,807) |
Total | 160,115 | 331,180 |
Less: Current portion | (68) | (13,567) |
Total | 160,047 | 317,613 |
New Senior Term Loan | ||
Debt Instrument [Line Items] | ||
Total | 150,263 | |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | (4,695) | |
Total | 11,788 | 97,917 |
Aicel Convertible Note | ||
Debt Instrument [Line Items] | ||
Total | 1,030 | |
PPP Loan | ||
Debt Instrument [Line Items] | ||
Total | $ 277 | 8,000 |
First Out Term Loan | ||
Debt Instrument [Line Items] | ||
Total | 56,089 | |
Last Out Term Loan | ||
Debt Instrument [Line Items] | ||
Total | 52,603 | |
Senior Secured Subordinated Promissory Note | ||
Debt Instrument [Line Items] | ||
Total | 78,154 | |
8090 FV Subordinated Promissory Note | ||
Debt Instrument [Line Items] | ||
Total | 10,000 | |
Convertible Notes - Related Parties | ||
Debt Instrument [Line Items] | ||
Total | 18,295 | |
2021 Seller Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total | 9,405 | |
2021 Seller Term Loans | ||
Debt Instrument [Line Items] | ||
Total | $ 5,524 |
Debt - New Senior Term Loan - A
Debt - New Senior Term Loan - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Paid-in-kind interest | $ 10,491 | $ 26,972 | ||
Debt issuance costs | $ 3,243 | 3,243 | $ 4,807 | |
Unamortized debt discount | $ 38,999 | |||
New Senior Term Loan | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 150,000 | 150,000 | ||
Uncommitted incremental loan facility | 100,000 | $ 100,000 | ||
Percentage of monthly interest in cash | 9% | |||
Interest payable in kind | 1% | |||
Maturity date | Jul. 29, 2027 | |||
Annual interest rate term | The annual interest of the New Senior Term Loan consists of two components: a cash interest component of (a) the greater of (i) Prime Rate plus 5.0% per annum and (ii) 9.0% payable monthly in cash, and (b) interest payable in kind component of 1.00% per annum, payable in kind monthly. | |||
Prime rate percentage | 6.25% | |||
Cash interest | 2,001 | |||
Paid-in-kind interest | 263 | |||
Prepayment fee | $ 6,375 | |||
Lender fees paid | 2,435 | |||
Fees paid to third parties | 342 | |||
Capitalized debt issuance costs | 2,777 | 2,777 | ||
Amortization | 102 | 102 | ||
Unamortized debt discount | $ 2,675 | 2,675 | ||
Financial covenant minimum cash balance | $ 15,000 | |||
Increase in interest rate event of default | 5% | |||
New Senior Term Loan | Beginning on August 15, 2025 | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Jul. 15, 2027 | |||
Percentage of outstanding principal amount | 50% | 50% | ||
Monthly basis over the remaining period | 24 months | |||
New Senior Term Loan | Prior to July 30, 2024 | ||||
Debt Instrument [Line Items] | ||||
Prepayment fee | 2% | 2% | ||
New Senior Term Loan | Prior to July 30, 2025 | ||||
Debt Instrument [Line Items] | ||||
Prepayment fee | 1% | 1% | ||
New Senior Term Loan | On or After July 30, 2025 | ||||
Debt Instrument [Line Items] | ||||
Prepayment fee | 0% | 0% | ||
New Senior Term Loan | Earlier of Prepayment or July 29, 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 1,734 | $ 1,734 | ||
New Senior Term Loan | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 5% |
Debt - Aicel Convertible Note -
Debt - Aicel Convertible Note - Additional Information (Details) - Convertible Notes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Interest expense | $ 26,620 | $ 5,375 | $ 38,711 | $ 14,328 | |
Carrying value of convertible notes | 10,688 | 10,688 | $ 94,352 | ||
Aicel Technologies | |||||
Debt Instrument [Line Items] | |||||
Principal amount | 1,131 | $ 1,131 | |||
Paid-in-kind interest rate | 1% | ||||
Percentage of increase in paid-in-kind interest rate | 12% | ||||
Convertible note, acquisition fair value | 1,131 | $ 1,131 | |||
Maturity date | Jul. 27, 2027 | ||||
Interest expense | 2 | $ 2 | |||
Carrying value of convertible notes | $ 1,030 | $ 1,030 |
Debt - Convertible Notes - Addi
Debt - Convertible Notes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 03, 2021 | Mar. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Feb. 28, 2021 | |
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 3,243 | $ 3,243 | $ 4,807 | |||||
Notes issued | $ 4,300 | |||||||
Interest expense, net | 42,894 | $ 16,261 | 89,672 | $ 46,102 | ||||
Loss on debt extinguishment, net | 45,250 | 45,250 | ||||||
Paid-in-kind interest | 10,491 | 26,972 | ||||||
Unamortized debt discount | 38,999 | |||||||
Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Gross proceeds received | 59,680 | |||||||
Debt instrument, beneficial conversion feature | 15,252 | |||||||
Debt instrument, convertible, beneficial conversion feature net of taxes | 14,561 | |||||||
Debt issuance costs | 4,695 | |||||||
Principal and accrued PIK interest | $ 120,599 | |||||||
Principal and accrued PIK interest converted to common stock shares | 15,386,379 | |||||||
Convertible notes exchanged for common stock | 18,263,755 | |||||||
Interest expense, net | $ 32,100 | |||||||
Loss on debt extinguishment, net | (2,070) | (2,070) | ||||||
Carrying value of convertible notes | 10,688 | 10,688 | 94,352 | |||||
Paid-in-kind interest | 3,656 | |||||||
Aggregate principal amount | 8,132 | 8,132 | 100,841 | |||||
Unamortized debt discount | 1,099 | 1,099 | $ 36,321 | |||||
Interest expense | $ 26,620 | $ 5,375 | $ 38,711 | $ 14,328 | ||||
Convertible Notes | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 15% | |||||||
Convertible Notes | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, term | 5 years | |||||||
Interest rate | 6% | |||||||
2019 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 3,454 | |||||||
Notes issued | 4,000 | |||||||
Convertible notes purchased in cash | 4,000 | |||||||
Convertible notes purchased worth shares of capital stock | 4,000 | |||||||
Convertible Notes purchased | 8,000 | |||||||
Trust’s obligation to issue capital stock to holder as a capital contribution | 4,000 | |||||||
Carrying value of convertible notes | 21,260 | |||||||
Aggregate principal amount | 17,320 | |||||||
Unamortized debt discount | $ 986 | |||||||
2019 Notes | Letter Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Trust’s obligation to issue capital stock to holder as a capital contribution | $ 4,000 | |||||||
Value of shares issued in exchange of termination of Trust’s obligation | $ 4,363 | |||||||
Interest rate | 1% | 15% | ||||||
Termination of trust’s obligation recognized as capital distribution with offsetting debt premium | $ 4,000 | |||||||
Accrued interest write off | 1,056 | |||||||
2019 Notes | Series F Convertible Preferred Stock | Letter Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 3,307 | |||||||
Shares issued in exchange of termination of Trust’s obligation | 652,237 |
Debt - Summary of Principal, In
Debt - Summary of Principal, Interest and Other Amounts Associated With the Convertible Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||
Deferred Financing Fees | $ (4,807) | $ (3,243) |
Debt Discount | (38,999) | |
2019 Notes | ||
Debt Instrument [Line Items] | ||
Principal | 17,320 | |
Deferred Financing Fees | (3,454) | |
PIK Interest Accrual | 4,639 | |
Debt Discount | (986) | |
Amortization of Deferred Financing Fees | 862 | |
Amortization of Deferred Debt Discount | 848 | |
Derivative Liabilities | 2,031 | |
Total | 21,260 | |
2020 Notes | ||
Debt Instrument [Line Items] | ||
Principal | 59,680 | |
Deferred Financing Fees | (1,027) | |
PIK Interest Accrual | 15,640 | |
Debt Discount | (14,111) | |
Amortization of Deferred Financing Fees | 237 | |
Amortization of Deferred Debt Discount | 3,117 | |
Total | 63,536 | |
2021 Notes | ||
Debt Instrument [Line Items] | ||
Principal | 23,841 | |
Deferred Financing Fees | (214) | |
PIK Interest Accrual | 2,437 | |
Debt Discount | (21,224) | |
Amortization of Deferred Financing Fees | 31 | |
Amortization of Deferred Debt Discount | 2,488 | |
Derivative Liabilities | 2,197 | |
Total | 9,556 | |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Principal | 100,841 | 8,132 |
Deferred Financing Fees | (4,695) | |
PIK Interest Accrual | 22,716 | |
Debt Discount | (36,321) | (1,099) |
Amortization of Deferred Financing Fees | 1,130 | |
Amortization of Deferred Debt Discount | 6,453 | |
Derivative Liabilities | 4,228 | |
Total | $ 94,352 | $ 10,688 |
Debt - PPP Loan - Additional In
Debt - PPP Loan - Additional Information (Details) - USD ($) $ in Thousands | Feb. 24, 2022 | Feb. 14, 2022 | Apr. 13, 2020 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 160,115 | $ 331,180 | |||
PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Forgiveness of debt | $ 7,667 | $ 7,667 | |||
Remaining balance of loan | $ 333 | ||||
Debt instrument, term | 5 years | 5 years | |||
Short-term debt | 68 | ||||
Long-term debt | $ 209 | ||||
CARES Act | PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of debt | $ 8,000 | ||||
Interest rate | 1% |
Debt - Senior Capital Term Loan
Debt - Senior Capital Term Loan Refinancing - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Mar. 25, 2022 | Sep. 30, 2021 | Oct. 31, 2020 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||||||
Gain (loss) on extinguishment of term loan | $ (45,250) | $ (45,250) | |||||||
Debt issuance costs | $ 3,243 | 3,243 | $ 4,807 | ||||||
Change in fair value of warrant and derivative liabilities | (21,856) | ||||||||
Paid-in-kind interest | 10,491 | $ 26,972 | |||||||
Senior Capital Term Loan Refinancing | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of term loan | $ 136,713 | ||||||||
Prepayment fee | 1,500 | ||||||||
Legal costs | 31 | ||||||||
Loan origination fees wrote off | $ 1,000 | ||||||||
Gain (loss) on extinguishment of term loan | $ 685 | ||||||||
Senior Capital Term Loan Refinancing | First Out Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 20,000 | $ 10,000 | $ 10,000 | $ 10,000 | 55,307 | ||||
Proceeds from loan origination fee | 19,478 | 9,555 | |||||||
Reimbursement of transaction expenses on term loan | 522 | 445 | |||||||
Additional fees on transaction expenses | $ 75 | ||||||||
Transaction expenses | $ 403 | $ 520 | |||||||
Debt issuance costs | 119 | ||||||||
Change in fair value of warrant and derivative liabilities | 436 | ||||||||
Senior Capital Term Loan Refinancing | First Out Term Loan | First Out Lender Warrant | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs | $ 562 | ||||||||
Warrant to purchase of common stock shares issued | 231,076 | ||||||||
Warrants outstanding | 0 | 0 | |||||||
Senior Capital Term Loan Refinancing | Last Out Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 193 | $ 193 | $ 52,276 | ||||||
Interest payable in kind | 13% | ||||||||
Payment-in-Kind fees | 12% | ||||||||
Paid-in-kind interest | $ 1,500 | ||||||||
Senior Capital Term Loan Refinancing | Last Out Term Loan | Last Out Lender Warrants | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs | $ 436 | $ 436 | |||||||
Warrant to purchase of common stock shares issued | 118,700 | 118,700 |
Debt - Senior Secured Subordina
Debt - Senior Secured Subordinated Promissory Note - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 29, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Carrying value of promissory note | $ 78,154 | |||
Unamortized debt discount | 38,999 | |||
Loss on extinguishment of debt | $ (45,250) | $ (45,250) | ||
Common Stock | ||||
Debt Instrument [Line Items] | ||||
Fair value of promissory note | 6,555,791 | |||
Senior Secured Subordinated Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Write off of debt instrument unamortized discount | $ 29,554 | 29,554 | ||
Loss on extinguishment of debt | $ 29,554 | |||
The Economist Group | GPO FN Noteholder LLC | Senior Secured Subordinated Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Payments to purchase seller note | $ 78,427 | |||
Accrued paid in kind interest | $ 48,960 | |||
Paid in kind interest rate | 12.577% | |||
Debt instrument, conversion terms | First, if a Qualifying IPO occurs prior to the payment in full of the New GPO Note, the Company shall have the right to require conversion of the total outstanding amount then due on the New GPO Note so long as GPO receives at the time of the Qualifying IPO at least $50,000 in cash in exchange for such Conversion Shares or prepayment of an amount of the New GPO Note, in each case representing an amount equal to the equivalent value of selling $50,000 of Conversion Shares in the Qualifying IPO. Second, GPO had the optional right immediately prior to or at any time subsequent to a Nonqualifying IPO to convert the outstanding principal amount of the New GPO Note into Conversion Shares at a certain conversion price. Third, GPO had the optional right, during the 90-day period prior to the maturity date of the New GPO Note, to convert the outstanding amount of the New GPO Note into Conversion Shares at a certain conversion price. Fourth, GPO had the optional right, immediately prior to a liquidation or reorganization event, or a change of control, to convert the outstanding amount of the New GPO Note into Conversion Shares at a certain conversion price. Certain of the Company's directors are affiliated with SPV, GPO, and Urgent. | |||
Note beneficial conversion value | $ 34,078 | |||
Note beneficial conversion value net of tax | 33,228 | |||
Fair value of promissory note | 19,607 | |||
Fair value of promissory note | $ 28,058 | |||
Debt instrument outstanding amount | 50,000 | |||
Debt instrument, accrued interest | $ 45,900 | |||
Series E Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Preference shares converted to common stock | 250,000 | 250,000 | ||
Series E Preferred Stock | The Economist Group | FN SPV Holdings Pty Ltd | ||||
Debt Instrument [Line Items] | ||||
Preferred stock purchased, shares | 11,139,995 | |||
Preferred stock purchased | $ 23,040 | |||
Percentage of gain on realization of preferred stock | 5% | |||
Common Class A | ||||
Debt Instrument [Line Items] | ||||
Converted common shares | 7,781,723 |
Debt - 8090 FV Subordinated Pro
Debt - 8090 FV Subordinated Promissory Note - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 01, 2022 | Dec. 29, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||||
Interest expense, net | $ 42,894 | $ 16,261 | $ 89,672 | $ 46,102 | |||
Carrying value of promissory note | $ 78,154 | ||||||
Unamortized debt discount | 38,999 | ||||||
Gain (loss) on extinguishment of term loan | (45,250) | $ (45,250) | |||||
8090 FV Subordinated Promissory Note | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 10,000 | ||||||
Increase in promissory notes | $ 8,000 | 8,000 | |||||
Paid in kind interest rate | 12.50% | ||||||
Promissory note maturity description | The 8090 Note matures on the earlier of (i) a Deemed Liquidation Event and (ii) September 30, 2024. Upon maturity the 8090 FV LLC shall receive the greater of (i) the Payoff Amount and (ii) the mandatory buyback amount which is equal to the sum of (y) 150% of the original principal amount and (z) the amount of interest that has accrued. | ||||||
Deferred financing cost | $ 192 | ||||||
Interest expense, net | $ 5,000 | ||||||
Value of embedded derivative liabilities | 2,400 | ||||||
Amortization of debt discount | 2,400 | ||||||
Carrying value of promissory note | 9,867 | ||||||
Unamortized debt discount | 2,533 | ||||||
Fair value of promissory note | 2,400 | ||||||
Debt instrument outstanding amount | 16,256,000 | ||||||
Debt instrument, accrued interest | $ 186 | ||||||
Gain (loss) on extinguishment of term loan | 3,115 | $ 3,115 | |||||
Interest expense | 100 | 8,113 | |||||
Operating Expense | 8090 FV Subordinated Promissory Note | |||||||
Debt Instrument [Line Items] | |||||||
Second tranche commitment fee | $ 26,000 | $ 186,000 |
Debt - FrontierView Convertible
Debt - FrontierView Convertible Notes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Nov. 19, 2021 | Dec. 29, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||||
Debt conversion converted instrument amount | $ 14,561 | ||||||
Loss on extinguishment of debt | $ (45,250) | $ (45,250) | |||||
Interest expense, net | 42,894 | $ 16,261 | 89,672 | $ 46,102 | |||
Common Class A | |||||||
Debt Instrument [Line Items] | |||||||
Converted common shares | 7,781,723 | ||||||
Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of promissory note | 6,555,791 | ||||||
Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of convertible notes | 10,688 | 10,688 | $ 94,352 | ||||
Debt conversion converted instrument amount | $ 27,000 | ||||||
Loss on extinguishment of debt | 2,070 | 2,070 | |||||
Interest expense, net | 32,100 | ||||||
Convertible Notes | XC FiscalNote-B, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of convertible notes | 15,000 | ||||||
Convertible Notes | Skyone Capital Pty Limited | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of convertible notes | 3,000 | ||||||
Convertible Notes | FrontierView | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of convertible notes | 18,295 | ||||||
Debt conversion converted instrument amount | 27,000 | ||||||
Fair value of the redemption features | $ 0 | ||||||
Loss on extinguishment of debt | $ (7,138) | ||||||
Interest expense, net | 237 | 1,567 | |||||
Debt instrument, final payment fee | $ 9,000 | $ 9,000 | |||||
Annual effective interest rate | 15.20% | 15.20% | |||||
Convertible Notes | FrontierView | Common Class A | |||||||
Debt Instrument [Line Items] | |||||||
Converted common shares | 2,700,000 | ||||||
Convertible Notes | FrontierView | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of promissory note | 2,274,642 |
Debt - 2021 Seller Convertible
Debt - 2021 Seller Convertible Notes and Term Loans - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Jun. 03, 2021 USD ($) shares | May 07, 2021 USD ($) shares | May 07, 2021 AUD ($) shares | Apr. 30, 2021 USD ($) shares | Dec. 29, 2020 shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Notes issued | $ 4,300,000 | |||||||||
Notes issuance fair value | $ 157,061,000 | $ 157,061,000 | $ 439,526,000 | |||||||
Debt instrument, debt discount | $ 38,999,000 | |||||||||
Gain (loss) on extinguishment of term loan | (45,250,000) | (45,250,000) | ||||||||
Common Class A | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Converted common shares | shares | 7,781,723 | |||||||||
Fireside Promissory Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes issued | $ 7,350,000 | |||||||||
Applicable federal interest rate | 0.89% | |||||||||
Debt instrument, maturity date | May 31, 2024 | |||||||||
Debt instrument, periodic payment until maturity | $ 0 | |||||||||
Notes issuance fair value | 4,971,000 | |||||||||
Debt instrument, debt discount | 2,379,000 | |||||||||
Debt instrument outstanding amount | 7,432,000 | |||||||||
Debt instrument, accrued interest | 82,000 | |||||||||
Gain (loss) on extinguishment of term loan | 1,422,000 | |||||||||
Fireside Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes issued | $ 2,911,000 | |||||||||
Applicable federal interest rate | 0.89% | |||||||||
Debt instrument, maturity date | May 31, 2024 | |||||||||
Debt instrument, periodic payment until maturity | $ 0 | |||||||||
Converted common shares | shares | 1,007,247 | |||||||||
Debt principal amount | $ 2,911,000 | |||||||||
Debt instrument, debt premium | 2,350,000 | |||||||||
Gain (loss) on extinguishment of term loan | 0 | |||||||||
Principal and accrued interest | $ 2,943,000 | |||||||||
Principal and accrued interest converted to common stock shares | shares | 848,564 | |||||||||
Interest expense | 72,000 | $ 214,000 | 501,000 | $ 356,000 | ||||||
Fireside Convertible Notes | Common Class A | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible notes exchanged for common stock | shares | 1,007,246 | |||||||||
Timebase Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes issued | $ 2,185,000 | $ 2,800 | ||||||||
Debt instrument, maturity date | Jul. 31, 2024 | Jul. 31, 2024 | ||||||||
Debt instrument, periodic payment until maturity | $ 0 | |||||||||
Notes issuance fair value | 2,078,000 | |||||||||
Debt instrument, debt discount | 107,000 | |||||||||
Gain (loss) on extinguishment of term loan | 100,000 | 100,000 | ||||||||
Principal and accrued interest | $ 2,036,000 | |||||||||
Principal and accrued interest converted to common stock shares | shares | 173,120 | 173,120 | ||||||||
Interest expense | 9,000 | 28,000 | 65,000 | 45,000 | ||||||
Interest rate | 4% | 4% | ||||||||
Timebase Convertible Notes | Common Class A | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible notes exchanged for common stock | shares | 205,495 | 205,495 | ||||||||
Board. Org Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable federal interest rate | 1.02% | |||||||||
Debt instrument, maturity date | May 31, 2024 | |||||||||
Debt instrument, periodic payment until maturity | $ 0 | |||||||||
Notes issuance fair value | 4,300 | |||||||||
Debt principal amount | 4,300,000 | |||||||||
Debt instrument, debt premium | 4,828,000 | |||||||||
Gain (loss) on extinguishment of term loan | (7,600,000) | (7,600,000) | ||||||||
Principal and accrued interest | $ 4,348,000 | |||||||||
Principal and accrued interest converted to common stock shares | shares | 1,011,749 | |||||||||
Interest expense | $ 4,000 | $ 11,000 | $ 26,000 | $ 14,000 | ||||||
Board. Org Convertible Notes | Common Class A | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible notes exchanged for common stock | shares | 1,200,948 |
Debt - Summary of Estimated Fai
Debt - Summary of Estimated Fair Value of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | $ 157,061 | $ 439,526 |
New Senior Term Loan | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | 137,703 | |
Convertible Notes | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | 18,328 | 198,179 |
Aicel Convertible Note | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | $ 1,030 | |
First Out Term Loan | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | 56,960 | |
Last Out Term Loan | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | 47,358 | |
Senior Secured Subordinated Promissory Note | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | 73,274 | |
8090 FV Subordinated Promissory Note | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | 14,597 | |
Convertible Notes - Related Parties | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | 25,510 | |
2021 Seller Convertible Notes | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | $ 23,648 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Jul. 29, 2022 | Sep. 30, 2021 | Jul. 29, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||||
Shares authorized | 1,809,000,000 | ||||
Preferred stock, shares authorized | 100,000,000 | ||||
Preferred stock, par value per share | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | ||||
Preferred stock, shares outstanding | 0 | ||||
Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 1,700,000,000 | 117,592,400 | |||
Par value | $ 0.0001 | $ 0.00001 | |||
Common stock, shares, issued | 122,436,591 | 18,346,466 | |||
Common stock, shares, outstanding | 122,436,591 | 18,346,466 | |||
Change in redemption value of preferred stock | $ 24,351 | $ 78,037 | $ 26,570 | $ 218,250 | |
Class B Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 9,000,000 | 0 | |||
Par value | $ 0.0001 | $ 0 | |||
Common stock, shares, issued | 8,290,921 | 0 | |||
Common stock, shares, outstanding | 8,290,921 | 0 |
Earnout Shares and RSUs - Addit
Earnout Shares and RSUs - Additional Information (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Jul. 29, 2022 USD ($) | Sep. 30, 2022 USD ($) Acquisition $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 5 years | |
Expected volatility | 40% | |
Earnout Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expiration period | 5 years | |
Allocated Share Based Compensation Expense | $ | $ 17,712 | |
Unrecognized compensation expense | $ | $ 4,342,000 | |
Unrecognized compensation expense recognition period | 3 years | |
Expected life (years) | 5 years | |
Expected volatility | 40% | |
Earnout Awards | Common Class A | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares entitled to receive | 19,195,100 | |
Number of tranches | Acquisition | 5 | |
Earnout Awards | Share-Based Compensation Award Tranche One | Common Class A | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares issued | 3,839,020 | |
Minimum dollar volume-weighted average share price | $ / shares | $ 10.50 | |
Earnout Awards | Share-Based Compensation Award Tranche Two | Common Class A | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares issued | 3,839,020 | |
Minimum dollar volume-weighted average share price | $ / shares | $ 12.50 | |
Earnout Awards | Share-Based Compensation Award Tranche Three | Common Class A | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares issued | 3,839,020 | |
Minimum dollar volume-weighted average share price | $ / shares | $ 15 | |
Earnout Awards | Share-Based Compensation Award Tranche Four | Common Class A | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares issued | 3,839,020 | |
Minimum dollar volume-weighted average share price | $ / shares | $ 20 | |
Earnout Awards | Share-Based Compensation Award Tranche Five | Common Class A | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares issued | 3,839,020 | |
Minimum dollar volume-weighted average share price | $ / shares | $ 25 | |
Earnout Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares issued | 0 | |
Earnout shares liability | $ | $ 116 | $ 68 |
Change in fair value of earnout liabilities | $ | $ 48 | |
Earnout RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares issued | 0 |
Earnout Shares and RSUs - Summa
Earnout Shares and RSUs - Summary of Fair Value Assumptions of Earnout Awards (Details) - $ / shares | 9 Months Ended | |
Jul. 29, 2022 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 40% | |
Expected life (years) | 5 years | |
Earnout Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share Price | $ 8.43 | |
Risk-free interest rate | 2.70% | |
Expected volatility | 40% | |
Expected dividend yield | 0% | |
Expected life (years) | 5 years |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jul. 29, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Common Class A | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants exercised | 610,548 | ||
Private Placement Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrant to purchase of common stock shares issued | 7,000,000 | ||
Warrants outstanding | 7,000,000 | 7,000,000 | |
Warrants exercised | 0 | ||
Exercise price | $ 0.85 | $ 0.85 | |
Warrant liability fair value | $ 13,091 | $ 13,091 | |
New Fiscal Note | |||
Class Of Warrant Or Right [Line Items] | |||
Exercise price | $ 1.571428 | ||
New Fiscal Note | Common Class A | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants exercised | 433,259 | ||
New Fiscal Note | Common Class A | Maximum | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 24,750,000 | ||
Public Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrant to purchase of common stock shares issued | 8,750,000 | ||
Warrants outstanding | 8,361,466 | 8,361,466 | |
Warrants exercised | 388,534 | ||
Shares registered holders acquire from class A common stock | 1.571428 | ||
Warrants expiration date | Jul. 29, 2027 | Jul. 29, 2027 | |
Public Warrants | Class A Common Stock Equals or Exceeds $11.45 per Share | |||
Class Of Warrant Or Right [Line Items] | |||
Class of warrants, redemption price per unit | $ 0.01 | ||
Class of warrants, redemption notice period | 30 days | ||
Stock price | $ 11.45 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Number of trading days for determining share price | 30 days | ||
Public Warrants | Class A Common Stock Equals or Exceeds $6.36 per Share | |||
Class Of Warrant Or Right [Line Items] | |||
Class of warrants, redemption price per unit | $ 0.10 | ||
Class of warrants, redemption notice period | 30 days | ||
Stock price | $ 6.36 | ||
Number of consecutive trading days for determining share price | 10 days | ||
Warrants exercisable redemption feature | In no event will the warrants be exercisable in connection with this redemption feature for more than 0.567 shares of Class A common stock per warrant (subject to adjustment). | ||
Public Warrants | Common Class A | |||
Class Of Warrant Or Right [Line Items] | |||
Exercise price | $ 7.32 | ||
Old FiscalNote Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 118,700 | 118,700 | |
Warrants exercised | 365,002 | ||
Exercise price | $ 8.56 | $ 8.56 | |
Warrant liability fair value | $ 208 | $ 208 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Feb. 28, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 30,868 | $ 547 | ||||
2022 Long-Term Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of shares issued from outstanding number of shares | 3% | |||||
Increase in share reserve | 13,523,734 | |||||
Share-based compensation awards granted | 0 | |||||
2022 Long-Term Incentive Plan | Common Class A | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares reserved for issuance | 20,285,600 | |||||
2022 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of shares issued from outstanding number of shares | 1% | |||||
Increase in share reserve | 3,267,760 | |||||
Number of shares issued | 0 | |||||
2022 Employee Stock Purchase Plan | Common Class A | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares reserved for issuance | 3,267,760 | |||||
2013 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares reserved for issuance | 12,294,973 | 8,912,023 | ||||
Increase in share reserve | 0 | |||||
2013 Equity Incentive Plan | Performance Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares, Granted | 2,673,751 | |||||
Number of shares Outstanding | 2,673,751 | |||||
2013 Equity Incentive Plan | Performance Stock Options | Scenario Forecast | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares, Granted | 2,673,751 | |||||
2013 Equity Incentive Plan | Performance Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares, Granted | 756,812 | |||||
Number of shares Outstanding | 424,041 | |||||
Unrecognized compensation expense | $ 5,437 | |||||
Unrecognized compensation expense recognition period | 3 years | |||||
2013 Equity Incentive Plan | Performance Stock Units | Scenario Forecast | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares, Granted | 756,812 | |||||
2013 Equity Incentive Plan | Performance Stock Options and Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares, Granted | 380,251 | |||||
Aggregate grant date fair value awards issues | $ 7,295 | |||||
Number of shares Outstanding | 8,537,454 | 8,695,002 | ||||
Stock-based compensation | $ 4,994 | |||||
2013 Equity Incentive Plan | Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares, Granted | 252,705 | |||||
Number of shares Outstanding | 653,079 | 773,063 | ||||
Unrecognized compensation expense | $ 2,688 | |||||
Unrecognized compensation expense recognition period | 2 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summarizes Activities Related to Stock Options and Performance Stock Units (Details) - Performance Stock Options and Stock Units - 2013 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Beginning balance | 8,695,002 | |
Number of shares, Granted | 380,251 | |
Number of shares, Exercised | (136,788) | |
Number of shares, Cancelled and forfeited | (401,011) | |
Number of shares, Ending balance | 8,537,454 | 8,695,002 |
Number of shares, Vested and exercisable | 4,659,611 | |
Number of shares, Vested and expected to vest | 8,537,454 | |
Weighted-average exercise price, Beginning balance | $ 3.07 | |
Weighted-average Grant price, Granted | 8.66 | |
Weighted-average Grant price, Exercised | 2.12 | |
Weighted-average Grant price, Forfeited | 4.53 | |
Weighted-average exercise price, Ending balance | 6.06 | $ 3.07 |
Weighted-average exercise price, Vested and exercisable | $ 2.26 | |
Weighted-average remaining contractual life (years) | 12 years 9 months 18 days | 7 years 3 months 18 days |
Vested and Expected to vest, Weighted-average remaining contractual life (years) | 6 years | |
Aggregate intrinsic value | $ 28,402 | $ 52,941 |
Aggregate intrinsic value, Vested and exercisable | $ 19,347 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 40% |
Expected life (years) | 5 years |
Performance Stock Units | 2013 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 30.09% |
Expected life (years) | 5 years 11 months 12 days |
Expected dividend yield | 0% |
Risk-free interest rate | 2.84% |
Fair value of options | $ 4.39 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summarizes Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) - 2013 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Beginning balance | 773,063 | |
Number of shares, Granted | 252,705 | |
Number of shares, Exercised | (305,671) | |
Number of shares, Cancelled and forfeited | (67,018) | |
Number of shares, Ending balance | 653,079 | 773,063 |
Number of shares, Vested and expected to vest | 653,079 | |
Weighted-average exercise price, Beginning balance | $ 6.26 | |
Weighted-average Grant price, Granted | 8.91 | |
Weighted-average Grant price, Exercised | 3.16 | |
Weighted-average Grant price, Forfeited | 8.42 | |
Weighted-average exercise price, Ending balance | $ 8.51 | $ 6.26 |
Weighted-average remaining contractual life (years) | 8 years 2 months 12 days | 7 years 6 months |
Aggregate intrinsic value | $ 3,505 | $ 6,943 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Total Stock Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cost of Revenues | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock compensation expense | $ 13 | $ 4 | $ 36 | $ 9 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock compensation expense | 504 | 55 | 609 | 216 |
Sales and Marketing Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock compensation expense | 721 | 27 | 828 | 97 |
Editorial | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock compensation expense | 513 | 24 | 560 | 67 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock compensation expense | $ 28,292 | $ 77 | $ 28,835 | $ 158 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Assumptions Used to Determine Fair Value of Earnout RSU's (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 40% |
Expected life (years) | 5 years |
Transaction Costs, net - Summar
Transaction Costs, net - Summary of Transaction Costs Related to Businesses Acquired and Consummation of Business Combination (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Transaction Costs Gains [Line Items] | |||||
Change in contingent consideration liabilities | $ (2,192) | $ 1,045 | |||
Total transaction costs | [1] | $ 1,275 | $ 2,127 | 1,257 | 2,985 |
Acquired Businesses and IPO | |||||
Transaction Costs Gains [Line Items] | |||||
Transaction costs related to acquired businesses | 432 | 561 | 1,004 | 1,051 | |
Non-capitalizable Business Combination costs | 1,791 | 521 | 2,250 | 889 | |
Change in contingent consideration liabilities | (655) | 274 | (2,192) | 274 | |
Contingent compensation expense | (293) | 771 | 195 | 771 | |
Total transaction costs | $ 1,275 | $ 2,127 | $ 1,257 | $ 2,985 | |
[1] Amounts include stock-based compensation expenses, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 13 $ 4 $ 36 $ 9 Research and development 504 55 609 216 Sales and marketing 721 27 828 97 Editorial 513 24 560 67 General and administrative 28,292 77 28,835 158 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Common Class A | |
Earnings Per Share Basic [Line Items] | |
Common stock, number of vote per share | one vote |
Common Class B | |
Earnings Per Share Basic [Line Items] | |
Common stock, number of vote per share | twenty-five votes |
Earnings (Loss) Per Share - Com
Earnings (Loss) Per Share - Components of Basic and Diluted Earnings (Loss) Per Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss | $ (109,002) | $ (27,958) | $ (175,713) | $ (88,462) |
Deemed dividend - change in redemption value of preferred stock of Old FiscalNote | (24,351) | (78,037) | (26,570) | (213,797) |
Deemed dividend - in conjunction with convertible debt modification | (4,000) | |||
Deemed dividend - preferred stock issuance | (453) | |||
Net loss used to compute basic loss per share | (133,353) | (105,995) | (202,283) | (306,712) |
Marked-to-market fair value gain for private warrants | (23,310) | (23,310) | ||
Net loss used to compute diluted loss per share | $ (156,663) | $ (105,995) | $ (225,593) | $ (306,712) |
Denominator: | ||||
Weighted average common stock outstanding, basic | 96,117,011 | 16,724,066 | 44,757,851 | 14,671,167 |
Dilutive effect of private warrants | 118,919 | 118,919 | ||
Weighted average common stock outstanding, diluted | 96,235,930 | 16,724,066 | 44,876,770 | 14,671,167 |
Net loss per shares, basic | $ (1.39) | $ (6.34) | $ (4.52) | $ (20.91) |
Net loss per shares, diluted | $ (1.63) | $ (6.34) | $ (5.03) | $ (20.91) |
Anti-dilutive securities excluded from diluted loss per share: | ||||
Total anti-dilutive securities excluded from diluted loss per share: | 44,854,086 | 96,283,828 | 44,854,086 | 96,283,828 |
Anti-dilutive Earnout Awards | ||||
Anti-dilutive securities excluded from diluted loss per share: | ||||
Total anti-dilutive securities excluded from diluted loss per share: | 19,195,100 | 19,195,100 | ||
Anti-dilutive Liability-classified Public Warrants | ||||
Anti-dilutive securities excluded from diluted loss per share: | ||||
Total anti-dilutive securities excluded from diluted loss per share: | 13,139,424 | 13,139,424 | ||
Anti-dilutive Stock Options | ||||
Anti-dilutive securities excluded from diluted loss per share: | ||||
Total anti-dilutive securities excluded from diluted loss per share: | 8,537,454 | 8,483,289 | 8,537,454 | 8,483,289 |
Anti-dilutive Convertible Notes | ||||
Anti-dilutive securities excluded from diluted loss per share: | ||||
Total anti-dilutive securities excluded from diluted loss per share: | 1,630,604 | 21,676,486 | 1,630,604 | 21,676,486 |
Anti-dilutive Contingently Issuable Shares | ||||
Anti-dilutive securities excluded from diluted loss per share: | ||||
Total anti-dilutive securities excluded from diluted loss per share: | 1,477,517 | 783,288 | 1,477,517 | 783,288 |
Anti-dilutive Restricted Stock Units | ||||
Anti-dilutive securities excluded from diluted loss per share: | ||||
Total anti-dilutive securities excluded from diluted loss per share: | 653,079 | 267,075 | 653,079 | 267,075 |
Anti-dilutive other liability - classified warrants | ||||
Anti-dilutive securities excluded from diluted loss per share: | ||||
Total anti-dilutive securities excluded from diluted loss per share: | 118,700 | 133,542 | 118,700 | 133,542 |
Anti-dilutive Aicel Convertible Notes | ||||
Anti-dilutive securities excluded from diluted loss per share: | ||||
Total anti-dilutive securities excluded from diluted loss per share: | 102,208 | 102,208 | ||
Anti-dilutive Convertible Preferred Stock | ||||
Anti-dilutive securities excluded from diluted loss per share: | ||||
Total anti-dilutive securities excluded from diluted loss per share: | 46,895,197 | 46,895,197 | ||
Anti-dilutive Convertible Senior Debt | ||||
Anti-dilutive securities excluded from diluted loss per share: | ||||
Total anti-dilutive securities excluded from diluted loss per share: | 17,724,461 | 17,724,461 | ||
Anti-dilutive Equity-classified Warrants | ||||
Anti-dilutive securities excluded from diluted loss per share: | ||||
Total anti-dilutive securities excluded from diluted loss per share: | 320,490 | 320,490 |
Benefit from Income Taxes - Add
Benefit from Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Benefit from income taxes | $ (2,286) | $ (992) | $ (2,836) | $ (6,737) | |
Pretax loss | $ (111,288) | $ (28,950) | $ (178,549) | $ (95,199) | |
Effective tax rates (as a percent) | 2.05% | 3.43% | 1.59% | 7.08% | |
U.S. statutory rate | 21% | 21% | 21% | 21% | |
Uncertain tax position totaling | $ 639 | $ 639 | |||
Derecognized deferred tax liabilities | 89 | ||||
Net operating loss carryforwards | $ 30,355 | $ 30,355 | $ 140,794 |
Benefit from Income Taxes - Sum
Benefit from Income Taxes - Summary of Activities Relating to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Beginning balances | $ 639 | $ 89 | $ 728 | $ 110 |
Gross decreases - tax positions in prior periods | 0 | 0 | (21) | |
Gross increases - tax positions in current periods | 639 | 639 | ||
Lapses in statutes of limitations | (89) | |||
Ending balances | $ 639 | $ 89 | $ 639 | $ 89 |
Fair Value Measurements and D_3
Fair Value Measurements and Disclosures - Schedule of Fair Value on a Recurring Basis (Details) - Fair Value, Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 7,141 | |
Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 5,950 | |
Contingent Liabilities from Acquisitions | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 1,609 | $ 5,104 |
Liability Classified Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 208 | 1,021 |
Embedded Redemption Features on Convertible Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 4,228 | |
Embedded Redemption Features on Promissory Note | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 28,058 | |
Embedded Redemption Features on 8090 FV Note | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 2,400 | |
Level 1 | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 7,141 | |
Level 2 | Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 5,950 | |
Level 3 | Contingent Liabilities from Acquisitions | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 1,609 | 5,104 |
Level 3 | Liability Classified Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 208 | 1,021 |
Level 3 | Embedded Redemption Features on Convertible Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 4,228 | |
Level 3 | Embedded Redemption Features on Promissory Note | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 28,058 | |
Level 3 | Embedded Redemption Features on 8090 FV Note | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 2,400 |
Fair Value Measurements and D_4
Fair Value Measurements and Disclosures - Summary of Changes in Fair Value of Level 3 Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Business Combination Contingent Consideration Arrangements Change In Amount Of Contingent Consideration Liability1 | $ (2,192) | $ 1,045 |
Level 3 | Contingent Liabilities from Acquisitions | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 5,104 | 276 |
Contingent considerations and compensation at acquisition date | 300 | 3,102 |
Settlement | (276) | |
Contingent compensation recognized | 622 | |
Change in fair value included in the determination of net loss | (2,192) | 1,045 |
Earned contingent consideration settled | (531) | |
Cash contingent compensation earned and subsequently settled | (1,267) | |
Unearned contingent compensation reversal | (427) | |
Ending balance | 1,609 | 4,147 |
Level 3 | Liability Classified Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 1,021 | 330 |
Liability classified warrants at issuance date | 436 | |
Change in fair value included in the determination of net loss | (89) | 694 |
Extinguishment and/or settlement upon conversion | (1,160) | |
Ending balance | 208 | 1,024 |
Level 3 | Embedded Redemption Features on Convertible Notes | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 4,228 | 10,805 |
Derivative liabilities at issuance date | 5,972 | |
Change in fair value included in the determination of net loss | (2,097) | 2,365 |
Extinguishment and/or settlement upon conversion | (2,131) | |
Ending balance | 19,142 | |
Level 3 | Embedded Redemption Features on Promissory Note | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 28,058 | 19,607 |
Change in fair value included in the determination of net loss | 3,923 | 6,347 |
Extinguishment and/or settlement upon conversion | (31,981) | |
Ending balance | $ 25,954 | |
Level 3 | Embedded Redemption Features on 8090 FV Note | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 2,400 | |
Change in fair value included in the determination of net loss | 1,264 | |
Extinguishment and/or settlement upon conversion | $ (3,664) |
Fair Value Measurements and D_5
Fair Value Measurements and Disclosures - Additional Information (Details) - USD ($) | 2 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 29, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Non-cash gain (loss) in fair value of warrant liabilities | $ (21,856,000) | |||
Earned cash contingent compensation related to frontier view and forge transferred from level 3 to level 1 | 1,267,000 | |||
Earned cash contingent compensation other transfer of assets and liabilities between levels | 0 | $ 0 | ||
Public Warrants | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Business combination, liability recognized | $ 5,688,000 | |||
Estimated fair value of warrants | $ 7,141,000 | $ 7,141,000 | ||
Non-cash gain (loss) in fair value of warrant liabilities | $ (1,453,000) | |||
Warrants outstanding | 8,361,466 | 8,361,466 | ||
Private Placement Warrants | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Business combination, liability recognized | $ 29,259,000 | |||
Estimated fair value of warrants | $ 5,950,000 | $ 5,950,000 | ||
Non-cash gain (loss) in fair value of warrant liabilities | $ 23,310,000 | |||
Comerica Warrants | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrants outstanding | 0 | 0 | ||
Eastward Warrants | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrants outstanding | 0 | 0 |
Fair Value Measurements and D_6
Fair Value Measurements and Disclosures - Summary of Inputs and Assumptions (Warrants) (Details) | Sep. 30, 2022 USD ($) yr | Jul. 29, 2022 USD ($) yr | Dec. 31, 2021 yr |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value | $ | $ 850 | $ 2,660 | |
Last Out Lender Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 8.56 | ||
Share Price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | $ | 6.37 | 8.43 | |
Share Price | Comerica Warrants | Series B Preferred Stock | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 9.39 | ||
Share Price | Eastward Warrants | Common Stock | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 8.98 | ||
Share Price | Last Out Lender Warrants | Common Stock | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 6.37 | ||
Risk-free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 0.041 | 0.027 | |
Risk-free Interest Rate | Comerica Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 1.04 | ||
Risk-free Interest Rate | Eastward Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 0.0126 | ||
Risk-free Interest Rate | Last Out Lender Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 4.24 | ||
Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 0.127 | 0.400 | |
Volatility | Comerica Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 56 | ||
Volatility | Eastward Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 0.49 | ||
Volatility | Last Out Lender Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 52 | ||
Expected Dividends | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 0 | 0 | |
Expected term (Years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 4.83 | 5 | |
Time to Maturity | Comerica Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 3.5 | ||
Time to Maturity | Eastward Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 5 | ||
Time to Maturity | Last Out Lender Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 2.8 | ||
Exercise Price | Comerica Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 2.02 | ||
Exercise Price | Eastward Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 1.47 |
Fair Value Measurements and D_7
Fair Value Measurements and Disclosures - Summary of Inputs and Assumptions (Contingent Liabilities) (Details) | Sep. 30, 2022 yr | Dec. 31, 2021 yr |
Risk Premium | Curate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.1000 | 0.0900 |
Risk Premium | Equilibrium | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0800 | |
Risk Premium | Predata | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0600 | |
Risk Premium | Forge | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.1100 | |
Risk Premium | FrontierView | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0800 | |
Risk-free Interest Rate | Curate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0414 | 0.0062 |
Risk-free Interest Rate | Equilibrium | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0053 | |
Risk-free Interest Rate | Predata | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0006 | |
Risk-free Interest Rate | Forge | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0073 | |
Risk-free Interest Rate | FrontierView | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0038 | |
Revenue Volatility | Curate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.2500 | 0.3000 |
Revenue Volatility | Equilibrium | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.3000 | |
Revenue Volatility | Predata | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.2000 | |
Revenue Volatility | Forge | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.4000 | |
Revenue Volatility | FrontierView | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.3000 | |
Expected Life (Years) | Curate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1.5 | 1.7 |
Expected Life (Years) | Equilibrium | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1.4 | |
Expected Life (Years) | Predata | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.1 | |
Expected Life (Years) | Forge | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 2 | |
Expected Life (Years) | FrontierView | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1.6 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 13, 2022 | Sep. 30, 2022 | |
Loss Contingencies [Line Items] | ||
Repayment of long term debt | $ 189,023 | |
Class A Common Stock | ||
Loss Contingencies [Line Items] | ||
Shares issued in business acquisitions, shares | 7,781,723 | |
Additional shares owed in business combination | 4,400,000 | |
GPO FN Noteholder LLC | ||
Loss Contingencies [Line Items] | ||
Repayment of long term debt | $ 50,000 |