Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | 120,377,903 | |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 37,260 | $ 60,388 |
Restricted cash | 842 | 835 |
Accounts receivable, net | 14,942 | 14,909 |
Costs capitalized to obtain revenue contracts, net | 2,998 | 2,794 |
Prepaid expenses | 3,374 | 4,315 |
Other current assets | 2,751 | 2,764 |
Total current assets | 62,167 | 86,005 |
Property and equipment, net | 6,724 | 7,325 |
Capitalized software costs, net | 15,240 | 13,946 |
Noncurrent costs capitalized to obtain revenue contracts, net | 4,034 | 3,976 |
Operating lease assets | 18,826 | 21,005 |
Goodwill | 208,077 | 194,362 |
Customer relationships, net | 59,951 | 56,348 |
Database, net | 19,906 | 21,020 |
Other intangible assets, net | 27,610 | 28,728 |
Other non-current assets | 425 | 442 |
Total assets | 422,960 | 433,157 |
Current liabilities: | ||
Current maturities of long-term debt | 68 | 68 |
Accounts payable and accrued expenses | 13,299 | 13,739 |
Deferred revenue, current portion | 48,800 | 35,569 |
Customer deposits | 2,019 | 3,252 |
Contingent liabilities from acquisitions, current portion | 1,082 | 696 |
Operating lease liabilities, current portion | 3,471 | 6,709 |
Other current liabilities | 2,040 | 2,079 |
Total current liabilities | 70,779 | 62,112 |
Long-term debt, net of current maturities | 214,700 | 161,980 |
Deferred tax liabilities | 2,805 | 714 |
Deferred revenue, net of current portion | 1,224 | 918 |
Contingent liabilities from acquisitions, net of current portion | 1,710 | 883 |
Operating lease liabilities, net of current portion | 27,561 | 29,110 |
Public and private warrant liabilities | 6,758 | 18,892 |
Other non-current liabilities | 3,703 | 13,858 |
Total liabilities | 329,240 | 288,467 |
Commitment and contingencies (Note 17) | ||
Stockholders' equity: | ||
Additional paid-in capital | 845,725 | 846,205 |
Accumulated other comprehensive loss | (816) | (785) |
Accumulated deficit | (751,201) | (700,743) |
Total stockholders' equity | 93,720 | 144,690 |
Total liabilities and stockholders' equity | 422,960 | 433,157 |
Common Class A | ||
Stockholders' equity: | ||
Common stock value | 11 | 12 |
Common Class B | ||
Stockholders' equity: | ||
Common stock value | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common Class A | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,700,000,000 | 1,700,000,000 |
Common stock, shares, issued | 120,284,209 | 123,125,595 |
Common stock, shares, outstanding | 120,284,209 | 123,125,595 |
Common Class B | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 9,000,000 | 9,000,000 |
Common stock, shares, issued | 8,290,921 | 8,290,921 |
Common stock, shares, outstanding | 8,290,921 | 8,290,921 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Revenues: | |||||
Total revenues | $ 32,842 | $ 27,174 | $ 64,371 | $ 53,245 | |
Operating expenses: | |||||
Cost of revenues | [1] | 9,485 | 7,712 | 18,422 | 14,882 |
Research and development | [1] | 4,510 | 3,791 | 9,630 | 9,809 |
Sales and marketing | [1] | 11,689 | 10,395 | 23,987 | 19,892 |
Editorial | [1] | 4,752 | 3,346 | 9,017 | 7,022 |
General and administrative | [1] | 16,174 | 10,033 | 34,395 | 20,590 |
Amortization of intangible assets | [1] | 2,901 | 2,609 | 5,715 | 5,217 |
Impairment of goodwill | [1] | 5,837 | |||
Transaction costs (gains), net | [1] | 309 | 1,027 | 1,717 | (18) |
Total operating expenses | [1] | 49,820 | 38,913 | 108,720 | 77,394 |
Operating loss | (16,978) | (11,739) | (44,349) | (24,149) | |
Interest expense, net | 7,154 | 24,255 | 13,835 | 46,778 | |
Change in fair value of financial instruments | 2,987 | 2,048 | (11,693) | 3,386 | |
Gain on PPP loan upon extinguishment | (7,667) | ||||
Loss on settlement | 3,474 | 3,474 | |||
Other expense, net | 167 | 494 | 38 | 615 | |
Net loss before income taxes | (30,760) | (38,536) | (50,003) | (67,261) | |
Provision (benefit) from income taxes | 213 | (176) | 243 | (550) | |
Net loss | (30,973) | (38,360) | (50,246) | (66,711) | |
Other comprehensive (loss) gain | 328 | (859) | (31) | (774) | |
Total comprehensive loss | (30,645) | (39,219) | (50,277) | (67,485) | |
Net loss | (30,973) | (38,360) | (50,246) | (66,711) | |
Deemed dividend | (10,614) | (2,219) | |||
Net loss used to compute loss per share | $ (30,973) | $ (48,974) | $ (50,246) | $ (68,930) | |
Earnings (loss) per share attributable to common shareholders: | |||||
Basic | $ (0.23) | $ (2.57) | $ (0.38) | $ (3.65) | |
Diluted | $ (0.23) | $ (2.57) | $ (0.38) | $ (3.65) | |
Weighted average shares used in computing earnings (loss) per shares attributable to common shareholders: | |||||
Basic | 134,117,122 | 19,020,367 | 133,601,798 | 18,876,752 | |
Diluted | 134,117,122 | 19,020,367 | 133,601,798 | 18,876,752 | |
Subscription | |||||
Revenues: | |||||
Total revenues | $ 29,462 | $ 24,332 | $ 57,929 | $ 47,111 | |
Advisory, advertising, and other | |||||
Revenues: | |||||
Total revenues | $ 3,380 | $ 2,842 | $ 6,442 | $ 6,134 | |
[1] Amounts include stock-based compensation expenses, as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 82 $ 13 $ 140 $ 23 Research and development 362 51 752 105 Sales and marketing 317 60 677 107 Editorial 106 24 172 47 General and administrative 4,615 417 10,247 543 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock-based compensation expenses | $ 1,381 | |||
Cost of Revenues | ||||
Stock-based compensation expenses | $ 82 | $ 13 | 140 | $ 23 |
Research and Development | ||||
Stock-based compensation expenses | 362 | 51 | 752 | 105 |
Sales and Marketing Expense | ||||
Stock-based compensation expenses | 317 | 60 | 677 | 107 |
Editorial | ||||
Stock-based compensation expenses | 106 | 24 | 172 | 47 |
General and Administrative | ||||
Stock-based compensation expenses | $ 4,615 | $ 417 | $ 10,247 | $ 543 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Adoption of new accounting standard | Common Class A | Preferred Stock | Common Stock | Common Stock Common Class A | Additional Paid-in Capital | Additional Paid-in Capital Common Class A | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated Deficit Adoption of new accounting standard |
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 | ||||||||||
Balance, shares at Dec. 31, 2021 | 15,456,165 | ||||||||||
Retroactive conversion of shares due to Business Combination at Dec. 31, 2021 | 2,890,301 | ||||||||||
Retroactive conversion of shares due to Business Combination, shares at Dec. 31, 2021 | 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 | ||||||||||
Accretion of preferred stock to redemption value | $ (8,390) | ||||||||||
Accretion of preferred stock to redemption value | 8,395 | 8,395 | |||||||||
Exercise of stock options | 215 | 215 | |||||||||
Exercise of stock options, shares | 54,765 | ||||||||||
Stock-based compensation expense | 260 | 260 | |||||||||
Net loss | (28,351) | (28,351) | |||||||||
Foreign currency translation gain (loss) | 85 | 85 | |||||||||
Ending Balance at Mar. 31, 2022 | (501,441) | (546) | (500,895) | ||||||||
Balance, shares at Mar. 31, 2022 | 49,552,808 | ||||||||||
Balance at Mar. 31, 2022 | $ 440,821 | ||||||||||
Balance, share at Mar. 31, 2022 | 18,401,231 | ||||||||||
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 | ||||||||||
Balance, shares at Dec. 31, 2021 | 15,456,165 | ||||||||||
Retroactive conversion of shares due to Business Combination at Dec. 31, 2021 | 2,890,301 | ||||||||||
Retroactive conversion of shares due to Business Combination, shares at Dec. 31, 2021 | 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 | ||||||||||
Net loss | (66,711) | ||||||||||
Ending Balance at Jun. 30, 2022 | (550,602) | (1,405) | (549,197) | ||||||||
Balance, shares at Jun. 30, 2022 | 49,552,808 | ||||||||||
Balance at Jun. 30, 2022 | $ 451,430 | ||||||||||
Balance, share at Jun. 30, 2022 | 18,684,831 | ||||||||||
Beginning Balance at Mar. 31, 2022 | (501,441) | (546) | (500,895) | ||||||||
Balance, shares at Mar. 31, 2022 | 49,552,808 | ||||||||||
Balance at Mar. 31, 2022 | $ 440,821 | ||||||||||
Balance, shares at Mar. 31, 2022 | 18,401,231 | ||||||||||
Accretion of preferred stock to redemption value | $ 10,609 | ||||||||||
Accretion of preferred stock to redemption value | (10,614) | (10,614) | |||||||||
Exercise of stock options | 152 | 152 | |||||||||
Exercise of stock options, shares | 73,064 | ||||||||||
Repurchase of common stock | (88) | (88) | |||||||||
Repurchase of common stock, shares | (9,785) | ||||||||||
Stock-based compensation expense | 608 | 608 | |||||||||
Stock-based compensation expense, shares | 220,321 | ||||||||||
Net loss | (38,360) | (38,360) | |||||||||
Foreign currency translation gain (loss) | (859) | (859) | |||||||||
Ending Balance at Jun. 30, 2022 | (550,602) | (1,405) | (549,197) | ||||||||
Balance, shares at Jun. 30, 2022 | 49,552,808 | ||||||||||
Balance at Jun. 30, 2022 | $ 451,430 | ||||||||||
Balance, share at Jun. 30, 2022 | 18,684,831 | ||||||||||
Beginning Balance at Dec. 31, 2022 | $ 144,690 | $ (212) | $ 13 | $ 846,205 | (785) | (700,743) | $ (212) | ||||
Balance, shares at Dec. 31, 2022 | 131,416,516 | ||||||||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate202006Member | ||||||||||
Issuance of Class A common stock upon employee stock purchase plan, shares | 287,157 | ||||||||||
Exercise of stock options | $ 264 | $ 264 | |||||||||
Exercise of stock options, shares | 194,775 | ||||||||||
Issuance of Class A common stock upon settlement of contingent consideration, shares | 83,393 | ||||||||||
Issuance of Class A common stock upon settlement of contingent consideration | 196 | 196 | |||||||||
Shares issued in business acquisitions | 9,539 | 9,539 | |||||||||
Shares issued in business acquisitions, shares | 1,885,149 | ||||||||||
Stock-based compensation expense | $ 6,506 | 6,506 | |||||||||
Withholding taxes on net share settlement of stock-based compensation and option exercises | (917) | (917) | |||||||||
Net loss | (19,273) | (19,273) | |||||||||
Foreign currency translation gain (loss) | (359) | (359) | |||||||||
Ending Balance at Mar. 31, 2023 | 140,434 | $ 13 | 861,793 | (1,144) | (720,228) | ||||||
Balance, share at Mar. 31, 2023 | 133,866,990 | ||||||||||
Beginning Balance at Dec. 31, 2022 | 144,690 | $ (212) | $ 13 | 846,205 | (785) | (700,743) | $ (212) | ||||
Balance, shares at Dec. 31, 2022 | 131,416,516 | ||||||||||
Net loss | (50,246) | ||||||||||
Ending Balance at Jun. 30, 2023 | 93,720 | $ 12 | 845,725 | (816) | (751,201) | ||||||
Balance, share at Jun. 30, 2023 | 128,575,130 | ||||||||||
Beginning Balance at Mar. 31, 2023 | 140,434 | $ 13 | 861,793 | (1,144) | (720,228) | ||||||
Balance, shares at Mar. 31, 2023 | 133,866,990 | ||||||||||
Issuance of Class A common stock upon employee stock purchase plan | 318 | $ 318 | |||||||||
Issuance of Class A common stock upon employee stock purchase plan, shares | 102,807 | ||||||||||
Issuance of Class A common stock upon exercise of public warrants, shares | 478,619 | ||||||||||
Exercise of stock options | $ 35 | 35 | |||||||||
Exercise of stock options, shares | 8,437 | ||||||||||
Stock-based compensation expense | 5,482 | 5,482 | |||||||||
Withholding taxes on net share settlement of stock-based compensation and option exercises | (494) | (494) | |||||||||
Return of common stock, shares | (5,881,723) | ||||||||||
Return of common stock, value | (21,410) | $ (1) | (21,409) | ||||||||
Net loss | (30,973) | (30,973) | |||||||||
Foreign currency translation gain (loss) | 328 | 328 | |||||||||
Ending Balance at Jun. 30, 2023 | $ 93,720 | $ 12 | $ 845,725 | $ (816) | $ (751,201) | ||||||
Balance, share at Jun. 30, 2023 | 128,575,130 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Operating Activities: | |||
Net loss | $ (50,246) | $ (66,711) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 671 | 581 | |
Amortization of intangible assets and capitalized software development costs | 11,373 | 9,049 | |
Amortization of deferred costs to obtain revenue contracts | 1,648 | 1,247 | |
Impairment of goodwill | [1] | 5,837 | |
Non-cash operating lease expense | 2,366 | 3,209 | |
Stock-based compensation | 11,988 | 825 | |
Operating lease asset impairment | 378 | ||
Loss on settlement | 3,474 | ||
Other non-cash expenses | 426 | 488 | |
Bad debt expense (recovery) | 229 | (93) | |
Change in fair value of acquisition contingent consideration | (333) | (1,537) | |
Change in fair value of financial instruments | (11,693) | 3,386 | |
Deferred income tax provision (benefit) | 214 | (513) | |
Paid-in-kind interest | 2,042 | 27,848 | |
Non-cash interest expense | 2,130 | 15,072 | |
Gain on PPP Loan forgiveness | (7,667) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 1,644 | (2,793) | |
Prepaid expenses and other current assets | 2,284 | (4,618) | |
Costs capitalized to obtain revenue contracts, net | (1,910) | (2,071) | |
Other non-current assets | 18 | ||
Accounts payable and accrued expenses | (4,914) | (1,217) | |
Deferred revenue | 9,595 | 13,019 | |
Customer deposits | (1,233) | (1,611) | |
Other current liabilities | (797) | (758) | |
Contingent liabilities from acquisitions, net of current portion | (39) | (1,267) | |
Lease liabilities | (4,974) | (4,121) | |
Other non-current liabilities | (6) | 1,527 | |
Net cash used in operating activities | (20,206) | (18,348) | |
Investing Activities: | |||
Capital expenditures | (4,086) | (6,041) | |
Cash paid for business acquisitions, net of cash acquired | (5,010) | ||
Net cash used in investing activities | (9,096) | (6,041) | |
Financing Activities: | |||
Proceeds from long-term debt, net of issuance costs | 6,000 | 19,478 | |
Principal payments of long-term debt | (53) | (30) | |
Proceeds from exercise of stock options and ESPP purchases | 617 | 367 | |
Repurchase of common stock | (88) | ||
Net cash provided by financing activities | 6,564 | 19,727 | |
Effects of exchange rates on cash | (383) | (352) | |
Net change in cash, cash equivalents, and restricted cash | (23,121) | (5,014) | |
Cash, cash equivalents, and restricted cash, beginning of period | 61,223 | 33,009 | |
Cash, cash equivalents, and restricted cash, end of period | 38,102 | 27,995 | |
Supplemental Noncash Investing and Financing Activities: | |||
Accretion of redemption value of preferred stock | (8,390) | ||
Warrants issued in conjunction with long-term debt issuance | 178 | 436 | |
Fees payable to debt holders settled through increase of debt principal | 100 | ||
PIK interest settled through issuance of additional convertible notes to noteholders | 10,734 | ||
Property and equipment purchases included in accounts payable | 343 | 28 | |
Supplemental Cash Flow Activities: | |||
Cash paid for interest | 9,924 | 3,263 | |
Cash paid for taxes | $ 49 | $ 70 | |
[1] Amounts include stock-based compensation expenses, as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 82 $ 13 $ 140 $ 23 Research and development 362 51 752 105 Sales and marketing 317 60 677 107 Editorial 106 24 172 47 General and administrative 4,615 417 10,247 543 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
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 leading technology provider of global policy and market intelligence. It delivers critical, actionable legal and policy insights in a rapidly evolving political, regulatory and macroeconomic environment. By combining artificial intelligence (AI) technology, other technologies with analytics, workflow tools, and expert peer insights, FiscalNote empowers customers to manage policy, address regulatory developments, and mitigate global risk. FiscalNote ingests unstructured legislative and regulatory data, and employs AI and data science to deliver structured, relevant and actionable information in order to facilitate 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. 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 Merger, dated as of November 7, 2021, and 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 based on an exchange ratio of 1.187 (the "Exchange Ratio"), determined pursuant to the terms of the Business Combination. 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. 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. 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 sheet and its results of operations, including its comprehensive loss, temporary equity, stockholders' equity (deficit), and cash flows. All adjustments are of a normal recurring nature. The results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2023. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 . 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, cash equivalents, and restricted cash were $ 38.1 million at June 30, 2023, compared with $ 61.2 million at December 31, 2022. Further, the Company had a negative working capital balance of $ 46.7 million (excluding cash) at June 30, 2023 and had an accumulated deficit of $ 751.2 million and $ 700.7 million as of June 30, 2023 and December 31, 2022, respectively, and has incurred net losses of $ 50.2 million and $ 66.7 million for the six months ended June 30, 2023 and 2022, 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 ability to fund its cash interest requirements under its $ 156.0 million new senior term loan facility (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. 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 June 30, 2023, proceeds from expected product sales, and borrowings possibly available under the New Senior Term Loan, will be sufficient to meet our short-term and long-term operating expenses and capital expenditures for at least the next twelve months. Pursuant to the terms of the New Senior Term Loan, the Company is subject to customary covenant requirements (see Note 8, “Debt” and Note 18, "Subsequent Events" for additional details). The Company expects to be in compliance with its amended quarterly financial covenants, but cannot guarantee that will be the case. In the event of non-compliance with any quarterly financial covenants, should the lenders of the New Senior Term Loan accelerate the maturity of the New Senior Term Loan, the Company would not have sufficient cash on hand or available liquidity to repay the outstanding debt in the event of default. 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”). 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 during the first quarter of 2022. 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. Fair value of Financial Instruments The Company has elected the fair value option on the subordinated convertible promissory notes issued as part of the Dragonfly acquisition, refer to Note 4, "Business Combinations" for further details, and for the New GPO Note, refer to Note 8, "Debt" for further details. The Company records changes in fair value through the condensed consolidated statement of operations where the portion of the change that results from a change in the instrument-specific credit risk is recorded separately in accumulated other comprehensive income, if applicable. Additionally, under the fair value option, all issuance costs are expensed in the period that the debt is incurred. 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 considers cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At June 30, 2023 , approximately 58 % of the Company’s cash and cash equivalents were held at JPMorgan Chase Bank, N.A. 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, collection history of each customer, 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. As of June 30, 2023 , allowance for credit losses of $ 985 was included in the accounts receivable, net balance. No single customer accounted for more than 10 % of the Company's accounts receivable balance as of June 30, 2023 or December 31, 2022. Revenue derived from the U.S. Federal Government was 15 % and 19 % of revenue for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022 , assets located in the United States were approximately 85 % and 92 % percent of total assets, respectively. As of June 30, 2023 no vendors accounted for more than 10 % of the Company's accounts payable balance. Two vendors individually accounted for more than 10 % of the Company’s accounts payable as of December 31, 2022 . During the six months ended June 30, 2023 no vendors represented more than 10 % of the total purchases made. One vendor represented more than 10 % of the total purchases made during the six months ended June 30, 2022. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") 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 now reflects 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 Company adopted ASC 2016-13 on January 1, 2023 using the modified retrospective transition method. Upon adoption, the Company recorded a $ 212 cumulative-effect adjustment to accumulated deficit on the condensed consolidated balance sheets, our allowance for doubtful accounts receivable changed from $ 468 at December 31, 2022 to $ 680 at January 1, 2023 . 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) ("ASU 2020-06") 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 Company adopted ASC 2020-06 on January 1, 2023 using the modified retrospective approach. The adoption of ASC 2020-06 did not have a material impact on the Company's condensed consolidated financial statements. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination | 4. Business Combinations 2023 Acquisitions Dragonfly Acquisition On January 27, 2023, the Company entered into a Sale and Purchase Agreement for all of the issued and outstanding share capital of Dragonfly Eye Limited ("Dragonfly"), a UK- based SaaS-based geopolitical and security intelligence provider of actionable data and analysis delivered through Dragonfly's SaaS-based, proprietary Security Intelligence and Analysis Service subscription platform and API. The aggregate purchase price consisted of (i) $ 5.6 million in cash ( £ 4.5 million pounds sterling) , (ii) 1,885,149 shares of the Company’s Class A Common Stock, and (iii) $ 11.1 million ( £ 8.9 million pounds sterling) in aggregate principal amount of subordinated convertible promissory notes (“Seller Convertible Notes”). The purchase price is subject to customary adjustments based on working capital and the amount of Dragonfly’s transaction expenses and net indebtedness that remain unpaid as of the closing date, and indemnification obligations for certain claims made following the Closing Date. The Company incurred expenses of $ 1,138 in connection with the transaction during the six months ended June 30, 2023 (inclusive of $ 446 of amounts paid on January 27, 2023 that were recognized as expense during the three months ended March 31, 2023). The acquisition date fair value of the consideration transferred for Dragonfly consisted of the following: Cash $ 5,617 Fair value of Class A common stock 9,539 Fair value of Seller Convertible Notes 8,635 Fair value of contingent consideration 1,445 Total $ 25,236 The Class A common stock issued as consideration as part of the acquisition of Dragonfly represents non-cash activity on the condensed consolidated statement of stockholders equity and condensed consolidated statement of cash flows. Additionally, the sellers are eligible to receive an additional payment from the Company of up to approximately $ 4.3 million, £ 3.5 million pounds sterling, (the “Earnout”) based on the achievement of certain U.S. GAAP revenue targets for 2023 by Dragonfly. In the event any part of the Earnout becomes payable, the Company may satisfy its payment obligations to the sellers with cash or common stock, pursuant to the Sale and Purchase Agreement. Certain employees of Dragonfly are eligible for employee earnout bonus awards ("Employee Earnout Awards") based on 2024 revenue targets. The Employee Earnout Awards are subject to forfeiture in the event that Dragonfly does not achieve its revenue target or these employees terminate their employment. Any Employee Earnout Awards that are forfeited are reallocated to the other eligible employees. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Cash and cash equivalents $ 607 Current assets, net 3,443 Property and equipment, net 18 Intangible assets 9,600 Deferred revenues ( 3,941 ) Current liabilities ( 1,764 ) Deferred tax liabilities ( 2,009 ) Total net assets acquired 5,954 Goodwill 19,282 Total purchase price $ 25,236 The following table sets forth 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) Customer relationships $ 7,300 6 , 10 (a) Developed technology 1,750 10 Tradename 550 3 Total intangible assets acquired $ 9,600 (a) Includes two separate customer relationships with two different useful lives The estimated fair values of the customer relationships, developed technology 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. The purchase price allocation includes UK deferred assets and liabilities for acquired book and tax basis differences. The fair values assigned to tangible and intangible assets acquired and liabilities assumed combined with the fair value of the purchase consideration 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. 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 acquisition 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 $ 637 was recognized during the year ended December 31, 2022, $ 300 of which was accrued as a contingent liability and the remainder recorded as equity-based compensation. In December 2022, the $ 300 contingent liability was paid. The Company recorded equity-based compensation related to the restricted stock contingent payments of $ 31 and $ 62 for the three and six months ended June 30, 2023, respectively. 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 following table sets forth 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 has made a Section 338(g) election to 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, Korean deferred tax liabilities were recorded during 2022 for the difference between book basis and tax basis of assets and liabilities acquired. 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 $ 1,012 . The Company allocated the $ 1,012 excess to the customer relationship intangible asset. The intangible asset will be amortized over 15 years . As of December 31, 2022, the contingent consideration was determined to be probable and reasonably estimable, the consideration of $ 52 was attributed to the customer relationship intangible asset with a corresponding liability of $ 52 recorded as part of Contingent Liabilities from Acquisitions on the consolidated balance sheets and a payment of the liability of $ 39 was made in January 2023, resulting in a remaining liability of $ 13 as of June 30, 2023. For federal income tax purposes, the Company obtained a 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 June 30, 2023, $ 39 of the contingent consideration was paid. The unpaid portion as of June 30, 2023 will be excluded from federal tax asset allocation until paid. |
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, "Earnout Shares and RSUs"). In connection with the Closing, FiscalNote also entered into the Credit Agreement with Runway Growth Finance Corp., ORIX Growth Capital, LLC, Clover Orochi LLC, and ACM ASOF VIII SaaS FinCo LLC (together the “New Senior Lenders”), pursuant to which 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. 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. Refer to Note 1, "Summary of Business and Significant Accounting Policies", for further details. 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 million 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Subscription $ 29,462 $ 24,332 $ 57,929 $ 47,111 Advisory 1,239 1,027 2,352 2,789 Advertising 357 760 775 1,378 Books 539 339 1,123 670 Other revenue 1,245 716 2,192 1,297 Total $ 32,842 $ 27,174 $ 64,371 $ 53,245 Revenue by Geographic Locations The following table depicts the Company’s revenue by geographic operations for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 North America $ 26,744 $ 24,105 $ 52,896 $ 47,304 Europe 5,077 2,503 9,177 5,002 Australia 288 276 577 534 Asia 733 290 1,721 405 Total $ 32,842 $ 27,174 $ 64,371 $ 53,245 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 June 30, 2023 and 2022 , revenue attributed to the United Kingdom represented approximately twelve percent and six percent of total revenues, respectively. For the six months ended June 30, 2023 and 2022 , revenue attributed to the United Kingdom represented approximately eleven percent and six percent of total revenues, respectively. No other foreign country represented more than five percent of total revenue during the three and six months ended June 30, 2023 and 2022. Contract Assets The Company had contract assets of $ 1,664 and $ 1,464 , as of June 30, 2023 and December 31, 2022, 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, 2021 $ 30,097 Revenue recognized in the current period from amounts in the prior balance ( 21,924 ) New deferrals, net of amounts recognized in the current period 34,988 Effects of foreign currency ( 388 ) Balance at June 30, 2022 $ 42,773 Balance at December 31, 2022 $ 36,487 Acquired deferred revenue 3,941 Revenue recognized in the current period from amounts in the prior balance ( 27,128 ) New deferrals, net of amounts recognized in the current period 36,503 Effects of foreign currency 221 Balance at June 30, 2023 $ 50,024 Costs to Obtain During the six months ended June 30, 2023 and 2022, the Company capitalized $ 1,910 and $ 2,071 of costs to obtain revenue contracts. The Company amortized costs to obtain revenue contracts in the amount of $ 816 and $ 693 to sales and marketing expense during the three months ended June 30, 2023 and 2022 , respectively, and $ 1,648 and $ 1,247 during the six months ended June 30, 2023 and 2022 , respectively. There were no impairments of costs to obtain revenue contracts for the three and six months ended June 30, 2023 and 2022. Unsatisfied Performance Obligations At June 30, 2023, the Company had $ 103,303 of remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations. The Company expects to recognize this over the next five year s . |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Business Combination | 4. Business Combinations 2023 Acquisitions Dragonfly Acquisition On January 27, 2023, the Company entered into a Sale and Purchase Agreement for all of the issued and outstanding share capital of Dragonfly Eye Limited ("Dragonfly"), a UK- based SaaS-based geopolitical and security intelligence provider of actionable data and analysis delivered through Dragonfly's SaaS-based, proprietary Security Intelligence and Analysis Service subscription platform and API. The aggregate purchase price consisted of (i) $ 5.6 million in cash ( £ 4.5 million pounds sterling) , (ii) 1,885,149 shares of the Company’s Class A Common Stock, and (iii) $ 11.1 million ( £ 8.9 million pounds sterling) in aggregate principal amount of subordinated convertible promissory notes (“Seller Convertible Notes”). The purchase price is subject to customary adjustments based on working capital and the amount of Dragonfly’s transaction expenses and net indebtedness that remain unpaid as of the closing date, and indemnification obligations for certain claims made following the Closing Date. The Company incurred expenses of $ 1,138 in connection with the transaction during the six months ended June 30, 2023 (inclusive of $ 446 of amounts paid on January 27, 2023 that were recognized as expense during the three months ended March 31, 2023). The acquisition date fair value of the consideration transferred for Dragonfly consisted of the following: Cash $ 5,617 Fair value of Class A common stock 9,539 Fair value of Seller Convertible Notes 8,635 Fair value of contingent consideration 1,445 Total $ 25,236 The Class A common stock issued as consideration as part of the acquisition of Dragonfly represents non-cash activity on the condensed consolidated statement of stockholders equity and condensed consolidated statement of cash flows. Additionally, the sellers are eligible to receive an additional payment from the Company of up to approximately $ 4.3 million, £ 3.5 million pounds sterling, (the “Earnout”) based on the achievement of certain U.S. GAAP revenue targets for 2023 by Dragonfly. In the event any part of the Earnout becomes payable, the Company may satisfy its payment obligations to the sellers with cash or common stock, pursuant to the Sale and Purchase Agreement. Certain employees of Dragonfly are eligible for employee earnout bonus awards ("Employee Earnout Awards") based on 2024 revenue targets. The Employee Earnout Awards are subject to forfeiture in the event that Dragonfly does not achieve its revenue target or these employees terminate their employment. Any Employee Earnout Awards that are forfeited are reallocated to the other eligible employees. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Cash and cash equivalents $ 607 Current assets, net 3,443 Property and equipment, net 18 Intangible assets 9,600 Deferred revenues ( 3,941 ) Current liabilities ( 1,764 ) Deferred tax liabilities ( 2,009 ) Total net assets acquired 5,954 Goodwill 19,282 Total purchase price $ 25,236 The following table sets forth 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) Customer relationships $ 7,300 6 , 10 (a) Developed technology 1,750 10 Tradename 550 3 Total intangible assets acquired $ 9,600 (a) Includes two separate customer relationships with two different useful lives The estimated fair values of the customer relationships, developed technology 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. The purchase price allocation includes UK deferred assets and liabilities for acquired book and tax basis differences. The fair values assigned to tangible and intangible assets acquired and liabilities assumed combined with the fair value of the purchase consideration 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. 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 acquisition 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 $ 637 was recognized during the year ended December 31, 2022, $ 300 of which was accrued as a contingent liability and the remainder recorded as equity-based compensation. In December 2022, the $ 300 contingent liability was paid. The Company recorded equity-based compensation related to the restricted stock contingent payments of $ 31 and $ 62 for the three and six months ended June 30, 2023, respectively. 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 following table sets forth 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 has made a Section 338(g) election to 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, Korean deferred tax liabilities were recorded during 2022 for the difference between book basis and tax basis of assets and liabilities acquired. 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 $ 1,012 . The Company allocated the $ 1,012 excess to the customer relationship intangible asset. The intangible asset will be amortized over 15 years . As of December 31, 2022, the contingent consideration was determined to be probable and reasonably estimable, the consideration of $ 52 was attributed to the customer relationship intangible asset with a corresponding liability of $ 52 recorded as part of Contingent Liabilities from Acquisitions on the consolidated balance sheets and a payment of the liability of $ 39 was made in January 2023, resulting in a remaining liability of $ 13 as of June 30, 2023. For federal income tax purposes, the Company obtained a 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 June 30, 2023, $ 39 of the contingent consideration was paid. The unpaid portion as of June 30, 2023 will be excluded from federal tax asset allocation until paid. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 5. Leases The Company has operating leases, principally for corporate offices under non-cancelable operating leases that expire at various dates through 2031. The non-cancellable base terms of these leases typically range from one to nine years . Certain lease agreements include options to renew or terminate the lease, which if not reasonably certain to be exercised are therefore not factored into the determination of lease payments. The following table details the composition of lease expense for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost (a) $ 1,215 $ 2,431 $ 3,800 $ 4,873 Variable lease cost 242 106 397 194 Short-term lease cost 161 315 339 636 Total lease costs $ 1,618 $ 2,852 $ 4,536 $ 5,703 Sublease income $ ( 26 ) $ ( 1,337 ) $ ( 1,390 ) $ ( 2,675 ) a) Excludes operating lease assets impairment charge of $ 378 related to an unoccupied existing office space lease recorded in the first quarter of 2022. Cash payments related to operating lease liabilities were $ 6,390 (inclusive of $ 1,682 lease termination fee) and $ 5,793 for the six months ended June 30, 2023 and 2022, respectively. 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 and 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 consolidated statements of operations and comprehensive loss and a reduction to the operating lease asset. In April 2021, the Company entered into a modification of one of its existing subleases. 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 made on March 31, 2023 (the lease termination effective date). |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
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: June 30, 2023 December 31, 2022 Weighted Average Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) June 30, 2023 Customer relationships $ 88,436 $ ( 28,485 ) $ 59,951 $ 81,002 $ ( 24,654 ) $ 56,348 8.6 Developed technology 37,014 ( 20,306 ) 16,708 35,350 ( 17,673 ) 17,677 4.3 Databases 29,878 ( 9,972 ) 19,906 29,912 ( 8,892 ) 21,020 9.3 Tradenames 12,058 ( 3,784 ) 8,274 11,480 ( 3,216 ) 8,264 9.3 Expert network 2,672 ( 1,058 ) 1,614 2,559 ( 800 ) 1,759 3.6 Patents 726 ( 210 ) 516 700 ( 200 ) 500 17.1 Content library 592 ( 94 ) 498 592 ( 64 ) 528 8.4 Total $ 171,376 $ ( 63,909 ) $ 107,467 $ 161,595 $ ( 55,499 ) $ 106,096 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 $ 2,901 and $ 2,609 for the three months ended June 30, 2023 and 2022, respectively, and $ 5,715 and $ 5,217 for the six months ended June 30, 2023 and 2022, respectively. Amortization of developed technology was recorded as part of cost of revenues in the amount of $ 1,327 and $ 1,234 for the three months ended June 30, 2023 and 2022 and $ 2,643 and $ 2,486 for the six months ended June 30, 2023 and 2022, respectively. The expected future amortization expense for intangible assets as of June 30, 2023 is as follows: 2023 (remainder) $ 12,095 2024 15,625 2025 12,423 2026 11,987 2027 11,578 Thereafter 43,759 Total $ 107,467 The Company regularly reviews the remaining useful lives of its intangible assets. In the second quarter of 2023 the Company revised the remaining useful life of certain of its developed technology. Accordingly, the Company will recognize accelerated amortization expense totaling $ 3,879 during the second half of 2023. This is represented in the weighted average remaining useful life for developed technology assets and future amortization expense presented above. Capitalized software development costs Capitalized software development costs are as follows. June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Capitalized software development costs $ 24,122 $ ( 8,882 ) $ 15,240 $ 19,815 $ ( 5,869 ) $ 13,946 During the six months ended June 30, 2023 and 2022, the Company capitalized interest on capitalized software development costs in the amount of $ 247 and $ 341 , respectively. Amortization of capitalized software development costs was recorded as part of cost of revenues in the amount of $ 1,734 and $ 775 for the three months ended June 30, 2023 and 2022, and $ 3,015 and $ 1,346 for the six months ended June 30, 2023 and 2022 , respectively. The estimated useful life is determined at the time each project is placed in service. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
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 as of October 1 of each year. The changes in the carrying amounts of goodwill, which are generally not deductible for tax purposes, are as follows: Balance at December 31, 2022 $ 194,362 Acquisition 19,282 Impairment ( 5,837 ) Impact of foreign currency fluctuations 270 Balance at June 30, 2023 $ 208,077 The Company has the following goodwill reporting units: Public Policy & Issues Management ("PPIM"); Geopolitical & Market Intelligence ("GMI"); Advocacy; Community; AI-Driven Intelligence ("FNAI"); and Environmental, Sustainability, and Governance ("ESG"). The Company performed the required annual impairment test as of October 1, 2022 at the reporting unit level, which resulted in no impairment of goodwill. Subsequent to performing our annual impairment test, we continued to monitor our reporting units for events that might indicate an interim impairment. Due to the decline in the Company’s stock price and market capitalization in the first quarter of 2023, and the underperformance of the Company’s ESG reporting unit compared to internal projections, the Company performed a quantitative goodwill impairment assessment as of March 31, 2023. This quantitative assessment resulted in all the goodwill in our ESG reporting unit being impaired; accordingly, an impairment charge of $ 5,837 was recognized during the three months ended March 31, 2023. Prior to the quantitative goodwill impairment the Company tested the recoverability of its long-lived assets, and concluded that such assets were not impaired. The fair value estimate of the Company's reporting units was derived based on an income approach. Under the income approach, the Company estimated the fair value of reporting units based on the present value of estimated future cash flows, which the Company considers to be a Level 3 unobservable input in the fair value hierarchy. The Company prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic, industry, and market conditions. The Company based the discount rate on the weighted-average cost of capital considering Company-specific characteristics and the uncertainty related to our reporting unit's ability to execute on the projected cash flows. At June 30, 2023 the Company's PPIM reporting unit had a negative carrying value and $ 84,029 of goodwill. Potential indicators of impairment include significant changes in performance relative to expected operating results, significant negative industry or economic trends, or a significant decline in the Company's stock price and/or market capitalization for a sustained period of time. It is reasonably possible that one or more of these impairment indicators could occur or intensify in the near term, which may result in an impairment of long-lived assets or further impairment of goodwill. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt The following presents the carrying value of the Company’s debt as of the respective period ends: June 30, 2023 December 31, 2022 New Senior Term Loan $ 157,421 $ 150,647 New GPO Note 36,583 - Convertible Notes 13,094 12,219 Dragonfly Seller Convertible Notes 9,598 - Aicel Convertible Note 1,126 1,174 PPP loan 198 251 Debt issuance costs ( 3,252 ) ( 2,243 ) Total 214,768 162,048 Less: Current portion ( 68 ) ( 68 ) Total $ 214,700 $ 161,980 New Senior Term Loan Concurrently with the Closing, FiscalNote, Inc., a wholly owned indirect subsidiary of FiscalNote Holdings, Inc., entered into a senior credit agreement (the "Credit Agreement") providing for a New Senior Term Loan consisting of a fully funded principal amount of $ 150,000 and an uncommitted incremental loan facility totaling $ 100,000 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 or (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 New 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. On March 17, 2023, the Company, entered into Amendment No. 1 (“Amendment No. 1”) to the Credit Agreement dated July 29, 2022. Among other things, Amendment No. 1 provided for the extension of an incremental term loan by one of the lenders under the facility in the principal amount of $ 6,000 which was received by the Company on March 31, 2023, on the same terms as the existing term loans (the “Incremental Facility”). In connection with the funding of the Incremental Facility, t he Company issued the lender warrants expiring July 15, 2027 , to purchase up to 80,000 Class A Common Stock at an exercise price of $ 0.01 per share, in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Regulation D promulgated thereunder. The lender warrants represent a non-cash financing activity. On May 16, 2023, the Company, entered into Amendment No. 2 ("Amendment No. 2") to the Credit Agreement dated July 29, 2022. Among other things, Amendment No. 2 joined Dragonfly Eye Limited and Oxford Analytica Limited (“Oxford Analytica”), each a wholly owned subsidiary of the Company, as Guarantors under the Credit Agreement. The Prime Rate in effect for the New Senior Term Loan was 8.25 % at June 30, 2023. For the six months ended June 30, 2023, the Company incurred $ 9,956 and $ 774 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 after July 30, 2024 but prior to July 30, 2025, and no prepayment fee if prepaid on or after July 30, 2025. Prior to Amendment No. 3 (entered into on August 3, 202 3 and further defined in Note 18, "Subsequent Events") the Company was obligated to pay certain of the new lenders deferred debt issuance costs of $ 1,734 at the earlier of prepayment or July 29, 2023 (the "July 2023 Deferred Fee"). Pursuant to Amendment No. 3, the July 2023 Deferred Fee was deferred through the earlier of prepayment or July 29, 2024 and was increased to $ 2,034 . Accordingly, the Company is recognizing the accretion of the July 2023 Deferred Fee as interest expense, which at June 30, 2023 is $ 1,590 and is recognized in accounts payable and accrued expenses in the condensed consolidated balance sheets. The Company must also pay to the lenders a final payment of $ 7,410 (of which $ 1,035 was incurred pursuant to Amendment No. 1) at the earlier of prepayment or maturity of the New Senior Term Loan. The Company is recognizing the accretion of the final payment as interest expense, which at June 30, 2023 is $ 1,339 and is recognized in other non-current liabilities in the condensed consolidated balance sheets. 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 six months ended June 30, 2023 is $ 161 and $ 310 , respectively, and is included within interest expense in the condensed consolidated statements of operations and comprehensive loss. The remaining unamortized debt discount at June 30, 2023 is $ 2,395 , exc luding any deferred fees, 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 negative covenants 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. In addition to the negative covenants, there were three financial covenants in place at June 30, 2023 : a minimum cash balance requirement, minimum annual recurring revenue requirement, and a capital expenditure limitation. Beginning with the third quarter of 2023, the Company is also subject to an adjusted EBITDA requirement (as defined in the Credit Agreement, as amended). 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. At June 30, 2023, the Company was in compliance with the minimum cash balance requirement and capital expenditure limitation. The Company's annual recurring revenue was marginally below the minimum annual recurring revenue for the period. On August 3, 2023 the New Senior Term Loan lenders waived their rights upon default retroactive to June 30, 2023 and entered into Amendment No. 3 ("Amendment No. 3") to the Credit Agreement dated July 29, 2022, further discussed in Note 18, "Subsequent Events". New GPO Note On June 30, 2023 (the “Subscription Date”), the Company entered into an Exchange and Settlement Agreement (the “Exchange and Settlement Agreement”) with GPO FN Noteholder LLC (the “Investor”) pursuant to which (i) the Investor returned 5,881,723 shares of Class A Common Stock held by the Investor to the Company for cancellation, (ii) the Company issued to the Investor a subordinated convertible promissory note in an initial principal amount of $ 46,794 (the “New GPO Note”), and (iii) the parties agreed to a mutual settlement and release of all claims (including, but not limited to, any claims by the Investor for additional shares or money damages resulting from the entry into the Merger Agreement, relating to or arising from the conversion of the Amended and Restated Senior Secured Subordinated Promissory Note, dated December 29, 2020, previously issued by a subsidiary of the pre-business combination FiscalNote Holdings, Inc. to the Investor. The exchange and settlement are non-cash exchanges in the condensed consolidated statement of cash flows. The before mentioned transactions closed on July 3, 2023. The New GPO Note will mature on July 3, 2028 , unless earlier redeemed or repurchased by the Company or converted in accordance with the terms thereof. The New GPO Note bears interest at a rate of 7.50 % per annum payable quarterly in arrears, as follows: (i) for the first year following the date of issuance, interest will be payable in kind by adding interest to the principal amount of the New GPO Note; and (ii) for any period thereafter, interest will be payable in cash or freely tradeable shares of Class A Common Stock, at the Company’s option, with the value per share determined with reference to the trailing 30-day volume weighted average trading price prior to the interest payment date, subject to certain exceptions under which the Company will be permitted to pay PIK Interest. The New GPO Note is subordinate to the Company’s obligations under its New Senior Term Loan which limits certain actions that the Company and the Investor may take under the New GPO Note. At any time prior to the July 3, 2028, the Investor is entitled to convert all or any portion of the principal amount of the New GPO Note and accrued interest thereon into shares of Class A Common Stock at $ 8.28 per share. The New GPO Note is subject to customary anti-dilution adjustments for stock splits and similar transactions and, subject to standard exceptions, weighted average anti-dilution protection. The principal amount, together with accrued interest thereon, of the New GPO Note is redeemable by the Company in whole or in part based on certain conditions as defined in the New GPO Note. The Company elected to account for the New GPO Note using the fair value option. The New GPO Note was recorded at its June 30, 2023 acquisition date fair value of $ 36,583 . The Company initially recorded a loss contingency of $ 11,700 in its fiscal year 2022 financial statements representing the difference between the fair value of the shares returned by the Investor and the fair value of the New GPO Note on the date of exchange. With the execution of the Exchange and Settlement Agreement and New GPO Note, the Company recorded an additional non-cash loss on settlement with GPO of $ 3,474 in the condensed consolidated statement of operations for the three and six months ended June 30, 2023. Convertible Notes At June 30, 2023 , the holders of four convertible notes that were previously issued by Old FiscalNote (the “Convertible Notes”) with a principal and accrued PIK balance of $ 13,094 , remained outstanding. The Company incurred total interest expense related to the Convertible Notes, including the amortization of the various discounts, of $ 522 and $ 451 during the three months ended June 30, 2023 and 2022 , respectively, and $ 1,037 and $ 892 for the six months ended June 30, 2023 and 2022, respectively. Concurrently with the Closing, the Company repaid or converted to shares of Class A Common Stock of New FiscalNote all other previously outstanding debt instruments. The Company recorded $ 23,900 and $ 41,976 of interest expense during the three and six months ended June 30, 2022, respectively, related to debt that was extinguished during 2022. Dragonfly Seller Convertible Notes In connection with the Company's acquisition of Dragonfly, the Company financed part of the purchase with the issuance of convertible notes. The Dragonfly Convertible Notes were issued in a principal amount of £ 8.9 million pounds sterling (approximately $ 11,050 on the closing date of the acquisition), with interest at an annual rate of 8 %, which can be paid in cash or paid-in-kind. The paid-in-kind interest will be annually credited to the principal amount. All principal and accrued interest are due upon maturity on January 27, 2028 . At any time after August 2, 2023, the Company can convert any portion of the principal and accrued interest at the volume weighted-average price for the five consecutive trading day period ending on the last trading day of the calendar month preceding the date the Company provides notice of conversion to the Sellers. At any time after the 18 month anniversary of the Dragonfly acquisition closing date, the lender has the right to convert the outstanding principal and accrued interest for FiscalNote common stock at $ 10.00 per share, subject to adjustment in the event of any stock dividend, stock split, reverse stock split, combination or other similar recapitalization with respect to common stock. The Company elected to account for the Dragonfly Seller Convertible Notes using the fair value option. The Dragonfly Seller Convertible Notes were recorded at their acquisition date fair value of $ 8,635 . The fair market value at June 30, 2023 was $ 9,598 . The non-cash gain was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive loss in the amount of a loss of $ 981 and a gain of $ 407 for the three and six months ended June 30, 2023, respectively. The Company incurred total interest expense related to the Dragonfly Seller Convertible Notes of $ 226 and $ 379 during the three and six months ended June 30, 2023, respectively. 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 $ 3 and $ 6 d uring the three and six months ended June 30, 2023, respectively. PPP Loan On April 13, 2020, the Company received funding in the principal amount of $ 8,000 under the CARES Act. Interest accrues annually 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 in the condensed consolidated statements of operations and comprehensive loss. As of June 30, 2023, the Company recorded $ 68 of the remaining PPP Loan as short-term debt and $ 130 as lon g-term debt in the condensed consolidated balance sheets. Total Debt The following table summarizes the total estimated fair value of the Company's debt as of June 30, 2023 and December 31, 2022, respectively. These fair values are deemed Level 3 liabilities within the fair value measurement framework. June 30, 2023 December 31, 2022 New Senior Term Loan $ 161,151 $ 165,540 New GPO Note 36,583 - Convertible Notes 13,419 16,942 Dragonfly Seller Convertible Notes 9,598 - Total $ 220,751 $ 182,482 Warrants Old FiscalNote Warrants At June 30, 2023, 118,700 warrants (previously issued by Old FiscalNote to lenders prior to the New Senior Term Loan) with an exercise price of $ 8.56 , remain outstanding. These warrants are accounted for as a liability with a fair value of $ 68 at June 30, 2023, and are included as part of the other non-current liabilities within the condensed consolidated balance sheets. Warrants associated with Amendment No. 1 On March 17, 2023, in connection with Amendment No. 1 discussed above, the Company issued 80,000 warrants with an exercise price of $ 0.01 . These warrants are accounted for as a liability with a fair value of $ 291 at June 30, 2023 , and are included as part of the other non-current liabilities within the condensed consolidated balance sheets. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023, the Company had 120,284,209 shares of C lass A common stock issued and outstanding. 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, "Business Combination with DSAC"). As of June 30, 2023 , the Company had 8,290,921 shares of Class B common stock 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 June 30, 2023 , 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 Company recognized $ 257 and $ 1,381 of share-based compensation expense during the three and six months ended June 30, 2023, respectively. 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 of $ 68 was recorded in other non-current liabilities on the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. As of June 30, 2023, there was $ 1,234 of u nrecognized compensation expense related to the Earnout Awards to be recognized over a weighted-average period of approximately one and a half years . As of June 30, 2023, no Earnout Shares and no Earnout RSUs have been issued as no Triggering Events have occurred. |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
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 six months ended June 30, 2023 , no public warrants were exercised into shares of Class A common stock. No private placement warrants have been exercised to date. Accordingly, as of June 30, 2023, the Company had 8,358,964 public warrants and 7,000,000 private placement warrants outstanding with a per share fair value of $ 0.44 . These warrants are accounted for as a liability and have a fair value of $ 6,758 at June 30, 2023. 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. Warrants may only be exercised for a whole number of shares of Class A common stock. The public warrants will expire on 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. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
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. During the six months ended June 30, 2023, the Company issued 401,902 stock options, 25,000 performance based stock options, 5,433,779 restricted stock units, and 75,000 performance based restricted stock units. At June 30, 2023, 7,028,189 stock options, 2,556,550 performance stock options, 7,061,940 restricted stock units, and 75,000 performance based restricted stock units remain outstanding. As of June 30, 2023 , the Company had 6,181,386 shares of Class A common stock available for issuance under the 2022 Plan. The Company recognized $ 5,091 and $ 565 of stock-based compensation expense during the three months ended June 30, 2023 and 2022 , respectively, and $ 10,360 and $ 825 during the six months ended June 30, 2023 and 2022 , respectively. The Company recognized $ 138 and $ 276 of stock-based compensation expense related to acquisition earnouts during the three and six months ended June 30, 2023, respectively. 2022 Employee Stock Purchase 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”) whereby eligible employees may authorize payroll deductions of up to 15 % of their regular base salary to purchase shares at the lower of 85 % of the fair market value of the common stock on the date of commencement of the offering period or on the last day of the six-month offering period. The plan is defined as compensatory, and accordingly, a stock-based compensation charge of $ 103 and $ 205 was recorded as the difference between the fair market value and the discounted purchase price of the Company's common stock for the three and six months ended June 30, 2023, respectively. As of June 30, 2023 , 102,807 shares have been issued under the ESPP and the Company had 4,396,208 shares of Class A common stock available for issuance under the ESPP. Withholding Taxes on Equity Awards In connection with the settlement of equity awards, the Company records a non-cash liability and corresponding APIC adjustment for the withholding taxes on net share settlement of stock-based compensation and option exercises until such time as those taxes have been remitted to the respective taxing authorities. |
Transaction (Gains) Costs, net
Transaction (Gains) Costs, net | 6 Months Ended |
Jun. 30, 2023 | |
Transaction Costs Gains [Abstract] | |
Transaction (Gains) Costs, net | 13. Transaction (Gains) 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Transaction costs related to acquired businesses $ 157 $ 500 $ 1,379 $ 572 Non-capitalizable Business Combination costs 150 256 334 459 Change in contingent consideration liabilities ( 177 ) ( 171 ) ( 333 ) ( 1,537 ) Contingent compensation expense 179 442 337 488 Total transaction costs (gains), net $ 309 $ 1,027 $ 1,717 $ ( 18 ) |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
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 Old FiscalNote preferred shares were outstanding as of June 30, 2023. 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 June 30, Six Months Ended June 30, Numerator: 2023 2022 2023 2022 Net loss $ ( 30,973 ) $ ( 38,360 ) $ ( 50,246 ) $ ( 66,711 ) Deemed dividend - change in redemption value of preferred stock of Old FiscalNote - ( 10,614 ) - ( 2,219 ) Net loss used to compute basic and diluted loss per share $ ( 30,973 ) $ ( 48,974 ) $ ( 50,246 ) $ ( 68,930 ) Denominator: Weighted average common stock outstanding, basic and diluted 134,117,122 19,020,367 133,601,798 18,876,752 Net loss per share, basic and diluted $ ( 0.23 ) $ ( 2.57 ) $ ( 0.38 ) $ ( 3.65 ) Anti-dilutive securities excluded from diluted loss per share: Anti-dilutive Earnout Awards 19,195,100 - 19,195,100 - Anti-dilutive stock options 923,973 8,592,685 1,461,303 8,474,016 Anti-dilutive Convertible Notes 2,148,810 24,325,180 2,148,810 24,201,372 Anti-dilutive contingently issuable shares 1,339,924 1,481,922 1,339,924 1,481,922 Anti-dilutive restricted stock units 7,136,940 773,385 7,136,940 731,769 Anti-dilutive other liability - classified warrants - 252,242 - 252,242 Anti-dilutive equity classified warrants - 320,490 - 320,490 Anti-dilutive New GPO Note 5,651,436 - 5,651,436 - Anti-dilutive Aicel Convertible Notes 112,051 - 112,051 - Anti-dilutive convertible preferred stock - 50,032,289 - 50,032,289 Anti-dilutive convertible senior debt - 16,729,349 - 17,304,072 Total anti-dilutive securities excluded from diluted loss per share 36,508,234 102,507,542 37,045,564 102,798,172 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, "Business Combination with DSAC"). |
Provision (Benefit) from Income
Provision (Benefit) from Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Provision (Benefit) from Income Taxes | 15. Provision (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 June 30, 2023 the Company reported a tax provision of $ 213 on a pre-tax loss of $ 30,760 , which resulted in an effective tax rate of ( 0.69 ) percent. For the six months ended June 30, 2023, the Company reported a tax provision of $ 243 on a pre-tax loss of $ 50,003 , which resulted in an effective tax rate of ( 0.49 ) percent. The Company’s effective tax rate differed 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, and other nondeductible expenses such as stock option deductions and non-deductible officer's compensation. During the six months ended June 30, 2023, the Company had discrete items relating to goodwill impairment, unrecognized tax benefits and the tax impact of interest expense on unrecognized tax benefits. For the three months ended June 30, 2022, the Company reported a tax benefit of $ 176 on a pretax loss of $ 38,536 , which resulted in an effective tax rate of 0.46 percent. For the six months ended June 30, 2022, the Company reported a tax benefit of $ 550 on a pretax loss of $ 67,261 , which resulted in an effective tax rate of 0.82 percent. The Company's effective tax rate differed 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, an inclusion of global intangible low-taxed income ("GILTI"), disallowed interest expense, non-includible income relating to the forgiveness of the PPP loan, non-includibl e 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. During the six months ended June 30, 2022, the Company had a discrete item relating to the impact of changes in state tax rates on the Company’s deferred tax assets and exercises of stock options. 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 the six months ended June 30, 2023 , 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 three months ended March 31, 2022. The Company has the following activities relating to unrecognized tax benefits for the periods presented: Beginning balances at December 31, 2022 and 2021 $ 639 $ 728 Lapses in statutes of limitations - ( 89 ) Ending balances at June 30, 2023 and 2022 $ 639 $ 639 |
Fair Value Measurements and Dis
Fair Value Measurements and Disclosures | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Disclosures | 16. Fair Value Measurements and Disclosures The carrying value of cash and cash equivalents (including investments with an original maturity of three months or less at the date of purchase), 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 June 30, 2023 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Liabilities: Public warrants $ 3,678 $ - $ - $ 3,678 Private placement warrants - 3,080 - 3,080 Contingent liabilities from acquisitions - - 2,792 2,792 Liability classified warrants (a) - - 103 103 New GPO Note 36,583 36,583 Dragonfly Seller Convertible Notes - - 9,598 9,598 (a) - Included in other non-current liabilities on the condensed consolidated balance sheets The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2022 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Liabilities: Public warrants $ 10,282 $ - $ - $ 10,282 Private placement warrants - 8,610 - 8,610 Contingent liabilities from acquisitions - - 1,579 1,579 Liability classified warrants (a) - - 182 182 (a) - Included in other non-current liabilities on the condensed consolidated balance sheets The following table summarizes changes in fair value of the Company’s level 3 liabilities during the periods presented : Contingent Liability Classified Warrants New GPO Note Dragonfly Seller Convertible Notes Balance at December 31, 2022 $ 1,579 $ 182 $ - $ - Fair value at issuance date - - 36,583 8,635 Contingent consideration at acquisition date 1,445 - - - Contingent compensation recognized 337 - - - Change in fair value included in the determination of net loss (a) ( 334 ) ( 79 ) - 407 Earned contingent consideration settled ( 196 ) - - - Cash contingent consideration earned and subsequently settled ( 39 ) - - - Paid in kind interest - - - 387 Foreign exchange - - - 169 Balance at June 30, 2023 $ 2,792 $ 103 $ 36,583 $ 9,598 (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 based on the quoted market price of such warrants on the valuation date. As of June 30, 2023 and December 31, 2022, the estimated fair value of the public warrants was $ 3,678 and $ 10,282 , respectively. The Company recognized a non-cash loss of $ 1,003 during the three months ended June 30, 2023 and a non-cash gain of $ 6,604 during the six months ended June 30, 2023 resulting from the change in fair value of the public warrants. The change in fair value is recorded in change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive loss. Private Placement Warrants As of June 30, 2023 and December 31, 2022, the estimated fair value of the private warrants was $ 3,080 and $ 8,610 , respectively. The Company recognized a non-cash loss of $ 840 during the three months ended June 30, 2023 and a non-cash gain of $ 5,530 during the six months ended June 30, 2023 resulting from the change in fair value of the private warrants. The change in fair value is recorded in change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive loss. New GPO Note The New GPO Note was recognized as a liability in connection with the settlement of litigation on the Subscription Date at its estimated fair value of $ 36,583 . The estimated fair value of the New GPO Note was determined based on a trinomial lattice model. The following table presents the assumptions used to determine the fair value of the New GPO Note at June 30, 2023: June 30, 2023 Common stock share price $ 3.64 Risk free rate 4.1 % Yield 15.5 % Expected volatility 39.0 % Expected term (years) 5.0 Dragonfly Seller Convertible Notes The Dragonfly Seller Convertible Notes were recognized as a liability in connection with the acquisition on January 27, 2023 at a fair value of $ 8,635 . As of June 30, 2023, the estimated fair value of the Dragonfly Seller Convertible Notes were $ 9,598 . The non-cash loss of $ 968 and $ 395 is recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2023 , respectively. The following table presents the assumptions used to determine the fair value of the Dragonfly Seller Convertible Notes at June 30, 2023 and January 27, 2023: June 30, 2023 January 27, 2023 Common stock share price $ 3.64 $ 5.06 Risk free rate 4.2 % 3.6 % Yield 17.0 % 17.5 % Expected volatility 42.0 % 40.0 % Expected term (years) 4.6 5.0 As of June 30, 2023, the difference between the aggregate fair value and the unpaid principal balance of the Dragonfly Seller Convertible Notes is $ 2,071 . Contingent Liabilities from acquisitions The contingent liabilities from acquisitions are clas sified as Level 3 in the fair value hierarchy. At June 30, 2023 and December 31, 2022, the contingent consideration and compensation relates to the following acquisitions: June 30, 2023 December 31, 2022 Dragonfly $ 1,310 $ - Curate 489 883 FrontierView 866 600 Equilibrium 113 43 DT Global 14 53 Total contingent liabilities from acquisitions $ 2,792 $ 1,579 The Company settled part of the Curate contingent consideration and compensation through an issuance of 83,393 additional shares in a non-cash transaction during the first quarter of 2023 on the consolidated statement of cash flows. The Company estimated the fair value of the Dragonfly and Curate 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 June 30, 2023: Dragonfly Curate Risk premium 19.5 % 13.0 % Risk free rate 5.4 % 5.4 % Revenue volatility 21.0 % 25.0 % Expected life (years) 0.5 0.8 Liability classified warrants The Last Out Lender Warrants are classified as Level 3 in the fair value hierarchy. The fair value of the Last Out Lender Warrants is calculated using the Black-Scholes calculation with the following inputs: June 30, 2023 Common stock fair value $ 3.64 Time to maturity (years) 2.0 Risk free rate 4.83 % Volatility 80 % Exercise price $ 8.56 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. The Company has recognized an impairment of goodwill as disclosed in Note 7, "Goodwill" during the three months ended March 31, 2023. The company recognized an impairment of an operating lease asset related to certain unoccupied office space as disclosed in Note 5, "Leases" during the three months ended March 31, 2022. The Company has not identified any additional impairments to be recorded during the three and six months ended June 30, 2023 and 2022. Excluding a total of $ 2,500 earned cash contingent compensation related to Predata and FrontierView being transferred from Level 3 to Level 1 during the three months ended March 31, 2022, there were no other transfers of assets or liabilities between levels during the six months ended June 30, 2023 and 2022. 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 disputes, claims, lawsuits and other regulatory and legal matters, including both asserted and unasserted legal claims, in the ordinary course of business. The status of each such matter, referred to herein as a loss contingency, is reviewed and assessed in accordance with applicable accounting rules regarding the nature of the matter, the likelihood that a loss will be incurred, and the amounts involved. 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 $ 50,000 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 the Company's 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. On January 27, 2023, the Company entered into a term sheet (the “Term Sheet”) with the Disputing Lender pursuant to which the parties agreed to negotiate in good faith to enter into definitive documentation providing for the following: (i) the Disputing Lender shall return 5,881,723 shares of Class A Common Stock held by the Disputing Lender to the Company for cancellation, (ii) the Company shall issue to the Disputing Lender a subordinated convertible promissory note in an initial principal amount of $ 46,794 (the “New Note”), and (iii) the parties shall enter into a mutual settlement and release of all claims (including, but not limited to, any claims by the Disputing Lender for additional shares or money damages resulting from the entry into the Merger Agreement), relating to or arising from the conversion of the Original Note. As discussed in Note 8, "Debt", on June 30, 2023, the Company entered into the Exchange and Settlement Agreement and New GPO Note. Pursuant thereto, on July 3, 2023, (i) the Disputing Lender returned 5,881,723 shares of Class A Common Stock, which the Company subsequently cancelled, (ii) the Company issued the New GPO Note, and (iii) the parties agreed to a mutual settlement and release of all claims (including, but not limited to, any claims by the Investor for additional shares or money damages resulting from the entry into the Merger Agreement), relating to or arising from the conversion of the Amended and Restated Senior Secured Subordinated Promissory Note, dated December 29, 2020, previously issued by a subsidiary of the pre-business combination FiscalNote Holdings, Inc. to the Investor. Legal fees are recognized as incurred when the legal services are provided, and therefore are not recognized as part of the loss contingency. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Amendment No. 3 to the Credit Agreement On August 3, 2023, the Company entered into Amendment No. 3 ("Amendment No. 3") to the Credit Agreement dated July 29, 2022. Among other things, Amendment No. 3 provides for: (a) the extension of the July 2023 Deferred Fee from July 29, 2023 to July 29, 2024, (b) the increase of the July 2023 Deferred Fee from $ 1,734 to $ 2,034 , and (c) the revision to the minimum annual recurring revenue and adjusted EBITDA covenants (as both are defined in the Credit Agreement). |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business FiscalNote Holdings, Inc. (“FiscalNote,” or the “Company”) is a leading technology provider of global policy and market intelligence. It delivers critical, actionable legal and policy insights in a rapidly evolving political, regulatory and macroeconomic environment. By combining artificial intelligence (AI) technology, other technologies with analytics, workflow tools, and expert peer insights, FiscalNote empowers customers to manage policy, address regulatory developments, and mitigate global risk. FiscalNote ingests unstructured legislative and regulatory data, and employs AI and data science to deliver structured, relevant and actionable information in order to facilitate 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. 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 Merger, dated as of November 7, 2021, and 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 based on an exchange ratio of 1.187 (the "Exchange Ratio"), determined pursuant to the terms of the Business Combination. 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. |
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, cash equivalents, and restricted cash were $ 38.1 million at June 30, 2023, compared with $ 61.2 million at December 31, 2022. Further, the Company had a negative working capital balance of $ 46.7 million (excluding cash) at June 30, 2023 and had an accumulated deficit of $ 751.2 million and $ 700.7 million as of June 30, 2023 and December 31, 2022, respectively, and has incurred net losses of $ 50.2 million and $ 66.7 million for the six months ended June 30, 2023 and 2022, 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 ability to fund its cash interest requirements under its $ 156.0 million new senior term loan facility (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. 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 June 30, 2023, proceeds from expected product sales, and borrowings possibly available under the New Senior Term Loan, will be sufficient to meet our short-term and long-term operating expenses and capital expenditures for at least the next twelve months. Pursuant to the terms of the New Senior Term Loan, the Company is subject to customary covenant requirements (see Note 8, “Debt” and Note 18, "Subsequent Events" for additional details). The Company expects to be in compliance with its amended quarterly financial covenants, but cannot guarantee that will be the case. In the event of non-compliance with any quarterly financial covenants, should the lenders of the New Senior Term Loan accelerate the maturity of the New Senior Term Loan, the Company would not have sufficient cash on hand or available liquidity to repay the outstanding debt in the event of default. 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”). 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 during the first quarter of 2022. |
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. 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 sheet and its results of operations, including its comprehensive loss, temporary equity, stockholders' equity (deficit), and cash flows. All adjustments are of a normal recurring nature. The results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2023. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 . |
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 considers cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At June 30, 2023 , approximately 58 % of the Company’s cash and cash equivalents were held at JPMorgan Chase Bank, N.A. 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, collection history of each customer, 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. As of June 30, 2023 , allowance for credit losses of $ 985 was included in the accounts receivable, net balance. No single customer accounted for more than 10 % of the Company's accounts receivable balance as of June 30, 2023 or December 31, 2022. Revenue derived from the U.S. Federal Government was 15 % and 19 % of revenue for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022 , assets located in the United States were approximately 85 % and 92 % percent of total assets, respectively. As of June 30, 2023 no vendors accounted for more than 10 % of the Company's accounts payable balance. Two vendors individually accounted for more than 10 % of the Company’s accounts payable as of December 31, 2022 . During the six months ended June 30, 2023 no vendors represented more than 10 % of the total purchases made. One vendor represented more than 10 % of the total purchases made during the six months ended June 30, 2022. |
Fair value of Financial Instruments | Fair value of Financial Instruments The Company has elected the fair value option on the subordinated convertible promissory notes issued as part of the Dragonfly acquisition, refer to Note 4, "Business Combinations" for further details, and for the New GPO Note, refer to Note 8, "Debt" for further details. The Company records changes in fair value through the condensed consolidated statement of operations where the portion of the change that results from a change in the instrument-specific credit risk is recorded separately in accumulated other comprehensive income, if applicable. Additionally, under the fair value option, all issuance costs are expensed in the period that the debt is incurred. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") 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 now reflects 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 Company adopted ASC 2016-13 on January 1, 2023 using the modified retrospective transition method. Upon adoption, the Company recorded a $ 212 cumulative-effect adjustment to accumulated deficit on the condensed consolidated balance sheets, our allowance for doubtful accounts receivable changed from $ 468 at December 31, 2022 to $ 680 at January 1, 2023 . 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) ("ASU 2020-06") 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 Company adopted ASC 2020-06 on January 1, 2023 using the modified retrospective approach. The adoption of ASC 2020-06 did not have a material impact on the Company's condensed consolidated financial statements. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Subscription $ 29,462 $ 24,332 $ 57,929 $ 47,111 Advisory 1,239 1,027 2,352 2,789 Advertising 357 760 775 1,378 Books 539 339 1,123 670 Other revenue 1,245 716 2,192 1,297 Total $ 32,842 $ 27,174 $ 64,371 $ 53,245 |
Schedule of Revenue by Geographic Operations | The following table depicts the Company’s revenue by geographic operations for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 North America $ 26,744 $ 24,105 $ 52,896 $ 47,304 Europe 5,077 2,503 9,177 5,002 Australia 288 276 577 534 Asia 733 290 1,721 405 Total $ 32,842 $ 27,174 $ 64,371 $ 53,245 |
Schedule of Deferred Revenue | Details of the Company’s deferred revenue for the periods presented are as follows: Balance at December 31, 2021 $ 30,097 Revenue recognized in the current period from amounts in the prior balance ( 21,924 ) New deferrals, net of amounts recognized in the current period 34,988 Effects of foreign currency ( 388 ) Balance at June 30, 2022 $ 42,773 Balance at December 31, 2022 $ 36,487 Acquired deferred revenue 3,941 Revenue recognized in the current period from amounts in the prior balance ( 27,128 ) New deferrals, net of amounts recognized in the current period 36,503 Effects of foreign currency 221 Balance at June 30, 2023 $ 50,024 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Acquisition [Line Items] | |
Summary of Contingent Consideration | The contingent liabilities from acquisitions are clas sified as Level 3 in the fair value hierarchy. At June 30, 2023 and December 31, 2022, the contingent consideration and compensation relates to the following acquisitions: June 30, 2023 December 31, 2022 Dragonfly $ 1,310 $ - Curate 489 883 FrontierView 866 600 Equilibrium 113 43 DT Global 14 53 Total contingent liabilities from acquisitions $ 2,792 $ 1,579 |
Dragonfly Eye Limited | |
Business Acquisition [Line Items] | |
Summary of Fair Value of Consideration Transferred | The acquisition date fair value of the consideration transferred for Dragonfly consisted of the following: Cash $ 5,617 Fair value of Class A common stock 9,539 Fair value of Seller Convertible Notes 8,635 Fair value of contingent consideration 1,445 Total $ 25,236 |
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 $ 607 Current assets, net 3,443 Property and equipment, net 18 Intangible assets 9,600 Deferred revenues ( 3,941 ) Current liabilities ( 1,764 ) Deferred tax liabilities ( 2,009 ) Total net assets acquired 5,954 Goodwill 19,282 Total purchase price $ 25,236 |
Summary of Components of Identified Intangible Assets Acquired and Estimated Useful Lives | The following table sets forth 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) Customer relationships $ 7,300 6 , 10 (a) Developed technology 1,750 10 Tradename 550 3 Total intangible assets acquired $ 9,600 (a) Includes two separate customer relationships with two different useful lives |
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 forth 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 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Summary of Lease Expense | The following table details the composition of lease expense for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost (a) $ 1,215 $ 2,431 $ 3,800 $ 4,873 Variable lease cost 242 106 397 194 Short-term lease cost 161 315 339 636 Total lease costs $ 1,618 $ 2,852 $ 4,536 $ 5,703 Sublease income $ ( 26 ) $ ( 1,337 ) $ ( 1,390 ) $ ( 2,675 ) a) Excludes operating lease assets impairment charge of $ 378 related to an unoccupied existing office space lease recorded in the first quarter of 2022. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: June 30, 2023 December 31, 2022 Weighted Average Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) June 30, 2023 Customer relationships $ 88,436 $ ( 28,485 ) $ 59,951 $ 81,002 $ ( 24,654 ) $ 56,348 8.6 Developed technology 37,014 ( 20,306 ) 16,708 35,350 ( 17,673 ) 17,677 4.3 Databases 29,878 ( 9,972 ) 19,906 29,912 ( 8,892 ) 21,020 9.3 Tradenames 12,058 ( 3,784 ) 8,274 11,480 ( 3,216 ) 8,264 9.3 Expert network 2,672 ( 1,058 ) 1,614 2,559 ( 800 ) 1,759 3.6 Patents 726 ( 210 ) 516 700 ( 200 ) 500 17.1 Content library 592 ( 94 ) 498 592 ( 64 ) 528 8.4 Total $ 171,376 $ ( 63,909 ) $ 107,467 $ 161,595 $ ( 55,499 ) $ 106,096 F |
Schedule of Expected Future Amortization Expense for Intangible Assets | The expected future amortization expense for intangible assets as of June 30, 2023 is as follows: 2023 (remainder) $ 12,095 2024 15,625 2025 12,423 2026 11,987 2027 11,578 Thereafter 43,759 Total $ 107,467 The Company regularly reviews the remaining useful lives of its intangible assets. In the second quarter of 2023 the Company revised the remaining useful life of certain of its developed technology. Accordingly, the Company will recognize accelerated amortization expense totaling $ 3,879 during the second half of 2023. This is represented in the weighted average remaining useful life for developed technology assets and future amortization expense presented above. |
Schedule of Capitalized Software Development Costs | Capitalized software development costs are as follows. June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Capitalized software development costs $ 24,122 $ ( 8,882 ) $ 15,240 $ 19,815 $ ( 5,869 ) $ 13,946 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill Roll Forward | |
Summary of Changes in Carrying Amounts of Goodwill | The changes in the carrying amounts of goodwill, which are generally not deductible for tax purposes, are as follows: Balance at December 31, 2022 $ 194,362 Acquisition 19,282 Impairment ( 5,837 ) Impact of foreign currency fluctuations 270 Balance at June 30, 2023 $ 208,077 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: June 30, 2023 December 31, 2022 New Senior Term Loan $ 157,421 $ 150,647 New GPO Note 36,583 - Convertible Notes 13,094 12,219 Dragonfly Seller Convertible Notes 9,598 - Aicel Convertible Note 1,126 1,174 PPP loan 198 251 Debt issuance costs ( 3,252 ) ( 2,243 ) Total 214,768 162,048 Less: Current portion ( 68 ) ( 68 ) Total $ 214,700 $ 161,980 |
Summary of Estimated Fair Value of Debt | The following table summarizes the total estimated fair value of the Company's debt as of June 30, 2023 and December 31, 2022, respectively. These fair values are deemed Level 3 liabilities within the fair value measurement framework. June 30, 2023 December 31, 2022 New Senior Term Loan $ 161,151 $ 165,540 New GPO Note 36,583 - Convertible Notes 13,419 16,942 Dragonfly Seller Convertible Notes 9,598 - Total $ 220,751 $ 182,482 |
Transaction (Gains) Costs, net
Transaction (Gains) Costs, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Transaction costs related to acquired businesses $ 157 $ 500 $ 1,379 $ 572 Non-capitalizable Business Combination costs 150 256 334 459 Change in contingent consideration liabilities ( 177 ) ( 171 ) ( 333 ) ( 1,537 ) Contingent compensation expense 179 442 337 488 Total transaction costs (gains), net $ 309 $ 1,027 $ 1,717 $ ( 18 ) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Components of Basic and Diluted Earnings (Loss) Per Shares | : (in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, Numerator: 2023 2022 2023 2022 Net loss $ ( 30,973 ) $ ( 38,360 ) $ ( 50,246 ) $ ( 66,711 ) Deemed dividend - change in redemption value of preferred stock of Old FiscalNote - ( 10,614 ) - ( 2,219 ) Net loss used to compute basic and diluted loss per share $ ( 30,973 ) $ ( 48,974 ) $ ( 50,246 ) $ ( 68,930 ) Denominator: Weighted average common stock outstanding, basic and diluted 134,117,122 19,020,367 133,601,798 18,876,752 Net loss per share, basic and diluted $ ( 0.23 ) $ ( 2.57 ) $ ( 0.38 ) $ ( 3.65 ) Anti-dilutive securities excluded from diluted loss per share: Anti-dilutive Earnout Awards 19,195,100 - 19,195,100 - Anti-dilutive stock options 923,973 8,592,685 1,461,303 8,474,016 Anti-dilutive Convertible Notes 2,148,810 24,325,180 2,148,810 24,201,372 Anti-dilutive contingently issuable shares 1,339,924 1,481,922 1,339,924 1,481,922 Anti-dilutive restricted stock units 7,136,940 773,385 7,136,940 731,769 Anti-dilutive other liability - classified warrants - 252,242 - 252,242 Anti-dilutive equity classified warrants - 320,490 - 320,490 Anti-dilutive New GPO Note 5,651,436 - 5,651,436 - Anti-dilutive Aicel Convertible Notes 112,051 - 112,051 - Anti-dilutive convertible preferred stock - 50,032,289 - 50,032,289 Anti-dilutive convertible senior debt - 16,729,349 - 17,304,072 Total anti-dilutive securities excluded from diluted loss per share 36,508,234 102,507,542 37,045,564 102,798,172 |
Provision (Benefit) from Inco_2
Provision (Benefit) from Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: Beginning balances at December 31, 2022 and 2021 $ 639 $ 728 Lapses in statutes of limitations - ( 89 ) Ending balances at June 30, 2023 and 2022 $ 639 $ 639 |
Fair Value Measurements and D_2
Fair Value Measurements and Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Liabilities: Public warrants $ 3,678 $ - $ - $ 3,678 Private placement warrants - 3,080 - 3,080 Contingent liabilities from acquisitions - - 2,792 2,792 Liability classified warrants (a) - - 103 103 New GPO Note 36,583 36,583 Dragonfly Seller Convertible Notes - - 9,598 9,598 (a) - Included in other non-current liabilities on the condensed consolidated balance sheets The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2022 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Liabilities: Public warrants $ 10,282 $ - $ - $ 10,282 Private placement warrants - 8,610 - 8,610 Contingent liabilities from acquisitions - - 1,579 1,579 Liability classified warrants (a) - - 182 182 (a) - Included in other non-current liabilities on the condensed consolidated balance sheets |
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 New GPO Note Dragonfly Seller Convertible Notes Balance at December 31, 2022 $ 1,579 $ 182 $ - $ - Fair value at issuance date - - 36,583 8,635 Contingent consideration at acquisition date 1,445 - - - Contingent compensation recognized 337 - - - Change in fair value included in the determination of net loss (a) ( 334 ) ( 79 ) - 407 Earned contingent consideration settled ( 196 ) - - - Cash contingent consideration earned and subsequently settled ( 39 ) - - - Paid in kind interest - - - 387 Foreign exchange - - - 169 Balance at June 30, 2023 $ 2,792 $ 103 $ 36,583 $ 9,598 (a) The change in contingent liabilities from acquisitions is recorded as transaction costs on the condensed consolidated statements of operations and comprehensive loss. |
Summary of Contingent Consideration and Compensation Related to Acquisitions | The contingent liabilities from acquisitions are clas sified as Level 3 in the fair value hierarchy. At June 30, 2023 and December 31, 2022, the contingent consideration and compensation relates to the following acquisitions: June 30, 2023 December 31, 2022 Dragonfly $ 1,310 $ - Curate 489 883 FrontierView 866 600 Equilibrium 113 43 DT Global 14 53 Total contingent liabilities from acquisitions $ 2,792 $ 1,579 |
Dragonfly Seller Convertible Notes | |
Summary of Inputs and Assumptions | The following table presents the assumptions used to determine the fair value of the Dragonfly Seller Convertible Notes at June 30, 2023 and January 27, 2023: June 30, 2023 January 27, 2023 Common stock share price $ 3.64 $ 5.06 Risk free rate 4.2 % 3.6 % Yield 17.0 % 17.5 % Expected volatility 42.0 % 40.0 % Expected term (years) 4.6 5.0 |
New GPO Note | |
Summary of Inputs and Assumptions | The following table presents the assumptions used to determine the fair value of the New GPO Note at June 30, 2023: June 30, 2023 Common stock share price $ 3.64 Risk free rate 4.1 % Yield 15.5 % Expected volatility 39.0 % Expected term (years) 5.0 |
Acquisitions | |
Summary of Inputs and Assumptions | The following inputs and assumptions were used to value contingent liabilities from acquisitions as of June 30, 2023: Dragonfly Curate Risk premium 19.5 % 13.0 % Risk free rate 5.4 % 5.4 % Revenue volatility 21.0 % 25.0 % Expected life (years) 0.5 0.8 |
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 is calculated using the Black-Scholes calculation with the following inputs: June 30, 2023 Common stock fair value $ 3.64 Time to maturity (years) 2.0 Risk free rate 4.83 % Volatility 80 % Exercise price $ 8.56 |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jul. 29, 2022 USD ($) | Feb. 24, 2022 USD ($) | Feb. 14, 2022 USD ($) | Apr. 13, 2020 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) Segment | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2023 USD ($) | ||
Significant Accounting Policies [Line Items] | |||||||||||||
Cash and cash equivalents | $ 37,260,000 | $ 37,260,000 | $ 60,388,000 | ||||||||||
Cash, cash equalents, and restricted cash | 38,100,000 | 38,100,000 | 61,200,000 | ||||||||||
Working capital deficit | 46,700,000 | 46,700,000 | |||||||||||
Accumulated deficit | (751,201,000) | (751,201,000) | (700,743,000) | ||||||||||
Net loss | $ (30,973,000) | $ (19,273,000) | $ (38,360,000) | $ (28,351,000) | (50,246,000) | $ (66,711,000) | |||||||
Net cash proceeds from business combination | $ 65,600,000 | ||||||||||||
Number of operating segments | Segment | 1 | ||||||||||||
Percentage of cash and cash equivalents held | 58% | 58% | |||||||||||
Allowance for credit losses | $ 985,000 | $ 985,000 | |||||||||||
Depreciation expense | 671,000 | $ 581,000 | |||||||||||
Impairment of goodwill | [1] | 5,837,000 | |||||||||||
Operating Lease Right Of Use Asset | $ 18,826,000 | $ 18,826,000 | 21,005,000 | ||||||||||
ASU 2016-13 | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Allowance for doubtful accounts receivable | $ 680,000 | ||||||||||||
ASU 2016-13 | Previously Reported | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Allowance for doubtful accounts receivable | $ 468,000 | ||||||||||||
ASU 2016-13 | Cumulative-Effect Adjustment | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Accumulated deficit | $ 212,000 | ||||||||||||
Accounts Receivable | Customer Concentration Risk | Single Customer | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 10% | 10% | |||||||||||
Revenue | Customer Concentration Risk | U.S. Federal Government | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 15% | 19% | |||||||||||
Assets | Geographic Concentration Risk | Single Customer | United States | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 85% | 92% | |||||||||||
Accounts Payable | Supplier Concentration Risk | Vendor | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 10% | ||||||||||||
Accounts Payable | Supplier Concentration Risk | Two Vendors | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 10% | ||||||||||||
Purchases | Supplier Concentration Risk | Vendor | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 10% | ||||||||||||
Purchases | Supplier Concentration Risk | One Vendor | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 10% | ||||||||||||
DSAC | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Proceeds from loans | $ 325,000,000 | ||||||||||||
Goodwill or other intangible assets recorded | $ 0 | ||||||||||||
DSAC | Merger Agreement | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Exchange ratio of shares | 1.187 | ||||||||||||
New Senior Term Loan | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Proceeds from loans | $ 156,000,000 | ||||||||||||
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 | ||||||||||||
CARES Act | Paycheck Protection Program | |||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||
Proceeds from issuance of debt | $ 8,000,000 | ||||||||||||
[1] Amounts include stock-based compensation expenses, as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 82 $ 13 $ 140 $ 23 Research and development 362 51 752 105 Sales and marketing 317 60 677 107 Editorial 106 24 172 47 General and administrative 4,615 417 10,247 543 |
Business Combination with DSAC
Business Combination with DSAC - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jul. 29, 2022 USD ($) Vote | Jun. 30, 2023 USD ($) | |
Business Acquisition [Line Items] | ||
Loss on settlement | $ (3,474) | |
DSAC | ||
Business Acquisition [Line Items] | ||
Proceeds from loans | $ 325,000 | |
Payments of transaction costs | 45,200 | |
Repayments of debt | 210,700 | |
DSAC | New Senior Term Loan | ||
Business Acquisition [Line Items] | ||
Proceeds from loans | 150,000 | |
Debt issuance costs paid | 3,500 | |
Debt issuance costs capitalized | 2,800 | |
Loss on settlement | 700 | |
DSAC | DSACs Trust | ||
Business Acquisition [Line Items] | ||
Proceeds from loans | 61,000 | |
DSAC | Backstop Agreement With Sponsor Of DSAC | ||
Business Acquisition [Line Items] | ||
Proceeds from loans | 114,000 | |
DSAC | First Out Term Loan | ||
Business Acquisition [Line Items] | ||
Repayments of debt | 75,300 | |
DSAC | Last Out Term Loan | ||
Business Acquisition [Line Items] | ||
Repayments of debt | 61,700 | |
DSAC | Senior Secured Subordinated Promissory Note | ||
Business Acquisition [Line Items] | ||
Repayments of debt | 50,000 | |
DSAC | 8090 FV Subordinated Promissory Note | ||
Business Acquisition [Line Items] | ||
Repayments of debt | 16,300 | |
DSAC | 2021 Seller Term Loans | ||
Business Acquisition [Line Items] | ||
Repayments of debt | $ 7,400 | |
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. |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 32,842 | $ 27,174 | $ 64,371 | $ 53,245 |
Subscription | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 29,462 | 24,332 | 57,929 | 47,111 |
Advisory | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 1,239 | 1,027 | 2,352 | 2,789 |
Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 357 | 760 | 775 | 1,378 |
Books | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 539 | 339 | 1,123 | 670 |
Other Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 1,245 | $ 716 | $ 2,192 | $ 1,297 |
Revenues - Revenue by Geographi
Revenues - Revenue by Geographic Locations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 32,842 | $ 27,174 | $ 64,371 | $ 53,245 |
North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 26,744 | 24,105 | 52,896 | 47,304 |
Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 5,077 | 2,503 | 9,177 | 5,002 |
Australia | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 288 | 276 | 577 | 534 |
Asia | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 733 | $ 290 | $ 1,721 | $ 405 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | |||||
Contract assets | $ 1,664,000 | $ 1,664,000 | $ 1,464,000 | ||
Capitalized cost | 1,910,000 | $ 2,071,000 | 1,910,000 | $ 2,071,000 | |
Impairments of costs to obtain revenue contracts | 0 | 0 | 0 | 0 | |
Revenue remaining performance obligation | 103,303,000 | 103,303,000 | |||
Sales and Marketing Expense | |||||
Disaggregation Of Revenue [Line Items] | |||||
Capitalized cost, amortization | $ 816,000 | $ 693,000 | $ 1,648,000 | $ 1,247,000 | |
Geographic Concentration Risk | Revenue | Revenue | |||||
Disaggregation Of Revenue [Line Items] | |||||
Concentration risk, percentage | 5% | 5% | 5% | 5% | |
Geographic Concentration Risk | Revenue | United Kingdom | |||||
Disaggregation Of Revenue [Line Items] | |||||
Concentration risk, percentage | 12% | 6% | 11% | 6% |
Revenues - Schedule of Deferred
Revenues - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Contract With Customer Liability [Abstract] | ||
Beginning balance | $ 36,487 | $ 30,097 |
Acquired deferred revenue | 3,941 | |
Revenue recognized in the current period from amounts in the prior balance | (27,128) | (21,924) |
New deferrals, net of amounts recognized in the current period | 36,503 | 34,988 |
Effects of foreign currency | 221 | (388) |
Ending balance | $ 50,024 | $ 42,773 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details1) | Jun. 30, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-07-01 | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation, expected satisfaction period | 6 months |
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 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation, expected satisfaction period | 1 year |
Revenue, remaining performance obligation, expected timing of satisfaction, year | 2027 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jan. 27, 2023 GBP (£) shares | Jan. 27, 2023 USD ($) shares | Jul. 29, 2022 USD ($) shares | May 13, 2022 shares | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 27, 2023 USD ($) | |
Business Acquisition [Line Items] | |||||||||||||
Intangible assets, net carrying amount | $ 106,096,000 | $ 107,467,000 | $ 107,467,000 | $ 106,096,000 | |||||||||
Customer Relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets, net carrying amount | 56,348,000 | 59,951,000 | 59,951,000 | 56,348,000 | |||||||||
Class A Common Stock | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Shares issued in business acquisitions, shares | shares | 5,881,723 | 5,881,723 | 7,781,723 | ||||||||||
Dragonfly Eye Limited | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition consideration | $ 25,236,000 | ||||||||||||
Transaction costs | 1,138,000 | ||||||||||||
Payment of transaction cost | 446,000 | ||||||||||||
Cash consideration | £ 4,500,000 | $ 5,617,000 | |||||||||||
Intangible assets | $ 9,600,000 | ||||||||||||
Intangible assets amortization period | 6 years | 6 years | |||||||||||
Dragonfly Eye Limited | Convertible Promissory Note | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Carrying value of convertible notes | £ 8,900,000 | 11,100,000 | |||||||||||
Dragonfly Eye Limited | Customer Relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | 7,300,000 | ||||||||||||
Dragonfly Eye Limited | Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Eligible additional payment | £ 3,500,000 | $ 4,300,000 | |||||||||||
Dragonfly Eye Limited | Class A Common Stock | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Shares issued in business acquisitions, shares | shares | 1,885,149 | 1,885,149 | |||||||||||
Aicel Technologies | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition consideration | $ 8,678,000 | 300,000 | |||||||||||
Acquisition consideration of common shares | shares | 723,684 | ||||||||||||
Exchange of common stock shares | shares | 859,016 | ||||||||||||
Contingent consideration of common stock shares | shares | 12,491 | ||||||||||||
Transaction costs | $ 300,000 | 637,000 | $ 96,000 | ||||||||||
Business combination, accrued contingent liabilities | $ 300,000 | ||||||||||||
Business combination, consideration through equity, number of shares | shares | 28,522 | ||||||||||||
Restricted stock upon achievement of certain revenue targets | shares | 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 | ||||||||||||
Equity-based compensation related to restricted stock contingent payments | 31,000 | 62,000 | |||||||||||
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 | 1,012,000 | ||||||||||||
Intangible assets | 52,000 | $ 1,012,000 | 52,000 | ||||||||||
Intangible assets amortization period | 15 years | ||||||||||||
DT-Global Asset Acquisition | Customer Relationship Intangible Asset | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets, net carrying amount | $ 52,000 | $ 52,000 | |||||||||||
Payment of liability | $ 39,000 | $ 39,000 | |||||||||||
Business combination, liability recognized | $ 13,000 | $ 13,000 | |||||||||||
2021 Acquisitions | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets amortization period | 15 years |
Business Combinations - Summary
Business Combinations - Summary of Fair Value of Consideration Transferred (Details) $ in Thousands, £ in Millions | 1 Months Ended | |||
Jan. 27, 2023 GBP (£) | Jan. 27, 2023 USD ($) | Jul. 29, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Dragonfly Eye Limited | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Cash | £ 4.5 | $ 5,617 | ||
Fair value of common stock | 9,539 | |||
Fair value of contingent consideration | 1,445 | |||
Fair value of Seller Convertible Notes | 8,635 | |||
Total | $ 25,236 | |||
Aicel Technologies | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Fair value of common stock | $ 8,590 | |||
Fair value of contingent consideration | 88 | |||
Total | $ 8,678 | $ 300 |
Business Combinations - Summa_2
Business Combinations - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Jan. 27, 2023 | Jul. 29, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 194,362 | $ 208,077 | ||
Dragonfly Eye Limited | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 607 | |||
Current assets, net | 3,443 | |||
Property and equipment, net | 18 | |||
Intangible assets | 9,600 | |||
Deferred revenues | (3,941) | |||
Current liabilities | (1,764) | |||
Deferred tax liabilities | (2,009) | |||
Total net assets acquired | 5,954 | |||
Goodwill | 19,282 | |||
Total purchase price | $ 25,236 | |||
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 | $ 300 |
Business Combinations - Summa_3
Business Combinations - Summary of Components of Identified Intangible Assets Acquired and Estimated Useful Lives (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jan. 27, 2023 | Jul. 29, 2022 | Jun. 30, 2023 | |
Dragonfly Eye Limited | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Estimated Fair Value | $ 9,600 | ||
Estimated Useful Life (Years) | 6 years | ||
Dragonfly Eye Limited | Developed Technology | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Estimated Fair Value | $ 1,750 | ||
Estimated Useful Life (Years) | 10 years | ||
Dragonfly Eye Limited | Customer Relationships | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Estimated Fair Value | $ 7,300 | ||
Dragonfly Eye Limited | Customer Relationships Two | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (Years) | 10 years | ||
Dragonfly Eye Limited | Tradename | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Estimated Fair Value | $ 550 | ||
Estimated Useful Life (Years) | 3 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 | ||
2021 Acquisitions | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (Years) | 15 years |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | ||||||
Cash payment on operating lease liabilties | $ 6,390 | $ 5,793 | ||||
Payment Of Sublease Termination Fee | $ 1,682 | $ 1,682 | $ 1,682 | |||
Operating lease asset impairment | $ 378 | $ 378 | $ 378 | |||
Lease termination effective date | Mar. 31, 2023 | |||||
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lease Cost [Abstract] | ||||
Operating lease cost | $ 1,215 | $ 2,431 | $ 3,800 | $ 4,873 |
Variable lease cost | 242 | 106 | 397 | 194 |
Short-term lease cost | 161 | 315 | 339 | 636 |
Total lease costs | 1,618 | 2,852 | 4,536 | 5,703 |
Sublease income | $ (26) | $ (1,337) | $ (1,390) | $ (2,675) |
Leases - Summary of Lease Exp_2
Leases - Summary of Lease Expense (Parenthetical) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
Lease Cost [Abstract] | |||
Operating lease asset impairment | $ 378 | $ 378 | $ 378 |
Intangible Assets - Summary of
Intangible Assets - Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 171,376 | $ 161,595 |
Intangible assets, Accumulated Amortization | (63,909) | (55,499) |
Intangible assets, Net Carrying Amount | 107,467 | 106,096 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | 88,436 | 81,002 |
Intangible assets, Accumulated Amortization | (28,485) | (24,654) |
Intangible assets, Net Carrying Amount | $ 59,951 | 56,348 |
Weighted Average Remaining Useful Life (Years) | 8 years 7 months 6 days | |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 37,014 | 35,350 |
Intangible assets, Accumulated Amortization | (20,306) | (17,673) |
Intangible assets, Net Carrying Amount | $ 16,708 | 17,677 |
Weighted Average Remaining Useful Life (Years) | 4 years 3 months 18 days | |
Database | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 29,878 | 29,912 |
Intangible assets, Accumulated Amortization | (9,972) | (8,892) |
Intangible assets, Net Carrying Amount | $ 19,906 | 21,020 |
Weighted Average Remaining Useful Life (Years) | 9 years 3 months 18 days | |
Tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 12,058 | 11,480 |
Intangible assets, Accumulated Amortization | (3,784) | (3,216) |
Intangible assets, Net Carrying Amount | $ 8,274 | 8,264 |
Weighted Average Remaining Useful Life (Years) | 9 years 3 months 18 days | |
Expert Network | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 2,672 | 2,559 |
Intangible assets, Accumulated Amortization | (1,058) | (800) |
Intangible assets, Net Carrying Amount | $ 1,614 | 1,759 |
Weighted Average Remaining Useful Life (Years) | 3 years 7 months 6 days | |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 726 | 700 |
Intangible assets, Accumulated Amortization | (210) | (200) |
Intangible assets, Net Carrying Amount | $ 516 | 500 |
Weighted Average Remaining Useful Life (Years) | 17 years 1 month 6 days | |
Content Library | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 592 | 592 |
Intangible assets, Accumulated Amortization | (94) | (64) |
Intangible assets, Net Carrying Amount | $ 498 | $ 528 |
Weighted Average Remaining Useful Life (Years) | 8 years 4 months 24 days |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Intangible Assets Disclosure [Line Items] | |||||
Amortization of intangible assets | [1] | $ 2,901 | $ 2,609 | $ 5,715 | $ 5,217 |
Interest capitalized on capitalized software development costs | 247 | 341 | |||
Amortization of capitalized software development costs | 1,734 | 775 | 3,015 | 1,346 | |
Intangible Assets Excluding Developed Technology | |||||
Intangible Assets Disclosure [Line Items] | |||||
Amortization of intangible assets | 2,901 | 2,609 | 5,715 | 5,217 | |
Developed Technology | |||||
Intangible Assets Disclosure [Line Items] | |||||
Amortization of intangible assets | 1,327 | $ 1,234 | $ 2,643 | $ 2,486 | |
Accelerated amortization expense | $ 3,879 | ||||
[1] Amounts include stock-based compensation expenses, as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 82 $ 13 $ 140 $ 23 Research and development 362 51 752 105 Sales and marketing 317 60 677 107 Editorial 106 24 172 47 General and administrative 4,615 417 10,247 543 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Expected Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2023 (remainder) | $ 12,095 | |
2024 | 15,625 | |
2025 | 12,423 | |
2026 | 11,987 | |
2027 | 11,578 | |
Thereafter | 43,759 | |
Intangible assets, Net Carrying Amount | $ 107,467 | $ 106,096 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Capitalized Software Development Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Capitalized Computer Software Net [Abstract] | ||
Capitalized software development costs, Gross Carrying Amount | $ 24,122 | $ 19,815 |
Capitalized software development costs, Accumulated Amortization | (8,882) | (5,869) |
Capitalized software development costs, Net Carrying Amount | $ 15,240 | $ 13,946 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Carrying Amounts of Goodwill (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) | ||
Goodwill Roll Forward | ||
Balance at December 31, 2022 | $ 194,362 | |
Acquisition | 19,282 | |
Impairment | (5,837) | [1] |
Impact of foreign currency fluctuations | 270 | |
Balance at June 30, 2023 | $ 208,077 | |
[1] Amounts include stock-based compensation expenses, as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 82 $ 13 $ 140 $ 23 Research and development 362 51 752 105 Sales and marketing 317 60 677 107 Editorial 106 24 172 47 General and administrative 4,615 417 10,247 543 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | ||
Goodwill [Line Items] | |||
Impairment of goodwill | [1] | $ 5,837 | |
Reporting unit, negative carrying amount, name | PPIM | ||
Environmental, Sustainability, and Governance ("ESG") | |||
Goodwill [Line Items] | |||
Impairment of goodwill | $ 5,837 | ||
Public Policy & Issues Management ("PPIM") | |||
Goodwill [Line Items] | |||
Reporting unit, negative carrying amount, amount of allocated goodwill | $ 84,029 | ||
[1] Amounts include stock-based compensation expenses, as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 82 $ 13 $ 140 $ 23 Research and development 362 51 752 105 Sales and marketing 317 60 677 107 Editorial 106 24 172 47 General and administrative 4,615 417 10,247 543 |
Debt - Summary of Carrying Valu
Debt - Summary of Carrying Value of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ (3,252) | $ (2,243) |
Total | 214,768 | 162,048 |
Less: Current portion | (68) | (68) |
Total | 214,700 | 161,980 |
New Senior Term Loan | ||
Debt Instrument [Line Items] | ||
Total | 157,421 | 150,647 |
New GPO Note | ||
Debt Instrument [Line Items] | ||
Total | 36,583 | |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total | 13,094 | 12,219 |
Dragonfly Seller Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total | 9,598 | |
Aicel Convertible Note | ||
Debt Instrument [Line Items] | ||
Total | 1,126 | 1,174 |
PPP Loan | ||
Debt Instrument [Line Items] | ||
Total | $ 198 | $ 251 |
Debt - New Senior Term Loan - A
Debt - New Senior Term Loan - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 17, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Covenant | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||
Paid-in-kind interest | $ 2,042 | $ 27,848 | ||||
Debt issuance costs | $ 3,252 | 3,252 | $ 2,243 | |||
Interest expense | 7,154 | $ 24,255 | 13,835 | $ 46,778 | ||
New Senior Term Loan Amendment | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Jul. 15, 2027 | |||||
Exericse price per share | $ / shares | $ 0.01 | |||||
Prepayment fee | 1,035 | |||||
Principal amount approved | $ 6,000 | |||||
New Senior Term Loan Amendment | Class A Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Purchase of common stock | shares | 80,000 | |||||
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 or (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 | 8.25% | |||||
Cash interest | $ 9,956 | |||||
Paid-in-kind interest | 774 | |||||
Prepayment fee | 7,410 | |||||
Lender fees paid | 2,435 | |||||
Fees paid to third parties | 342 | |||||
Capitalized debt issuance costs | 2,777 | 2,777 | ||||
Amortization | 161 | 310 | ||||
Unamortized debt discount | $ 2,395 | $ 2,395 | ||||
Increase in interest rate event of default | 5% | |||||
Number of financial covenant | Covenant | 3 | |||||
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 | Earlier of Prepayment or July 29, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | 2,034 | $ 2,034 | ||||
New Senior Term Loan | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 5% | |||||
New Senior Term Loan | Accounts Payable and Accrued Expenses | ||||||
Debt Instrument [Line Items] | ||||||
Deferred fees recognized as interest expense | 1,590 | $ 1,590 | ||||
New Senior Term Loan | Other Non-current Liabilities | ||||||
Debt Instrument [Line Items] | ||||||
Accretion of final payment as interest expense | $ 1,339 | $ 1,339 |
Debt - New GPO Note - Additiona
Debt - New GPO Note - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 27, 2023 | Jan. 27, 2023 | May 13, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Convertible Promissory Note | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument amount | $ 46,794 | |||||
Class A Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Shares issued in business acquisitions, shares | 5,881,723 | 7,781,723 | ||||
Shares returned on legal settlement | 5,881,723 | |||||
New GPO Note | ||||||
Debt Instrument [Line Items] | ||||||
Convertible note, acquisition fair value | $ 36,583 | $ 36,583 | ||||
Non-cash loss contingency | 3,474 | 3,474 | $ 11,700 | |||
New GPO Note | Convertible Promissory Note | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument amount | $ 46,794 | $ 46,794 | ||||
Annual effective interest rate | 7.50% | 7.50% | ||||
Maturity date | Jul. 03, 2028 | |||||
New GPO Note | Class A Common Stock | Convertible Promissory Note | ||||||
Debt Instrument [Line Items] | ||||||
Shares returned on legal settlement | 5,881,723 | |||||
Conversion price | $ 8.28 | $ 8.28 |
Debt - Convertible Notes - Addi
Debt - Convertible Notes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jan. 27, 2023 | |
Debt Instrument [Line Items] | |||||
Interest expense, net | $ 7,154 | $ 24,255 | $ 13,835 | $ 46,778 | |
Loss on debt extinguishment, net | 3,474 | ||||
Convertible Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 46,794 | ||||
Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Principal and accrued PIK balance | 13,094 | 13,094 | |||
Interest expense, net | 23,900 | 41,976 | |||
Interest expense | $ 522 | $ 451 | $ 1,037 | $ 892 |
Debt - Dragonfly Seller Convert
Debt - Dragonfly Seller Convertible Notes - Additional Information (Details) $ / shares in Units, $ in Thousands, £ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 GBP (£) | |
Debt Instrument [Line Items] | |||||
Paid-in-kind interest | $ 2,042 | $ 27,848 | |||
Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 522 | $ 451 | 1,037 | $ 892 | |
Convertible Notes | Dragonfly Eye Limited | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 11,050 | $ 11,050 | £ 8.9 | ||
Paid-in-kind interest rate | 8% | ||||
Maturity date | Jan. 27, 2028 | ||||
Conversion price | $ / shares | $ 10 | $ 10 | |||
Convertible note, acquisition fair value | $ 8,635 | $ 8,635 | |||
Interest expense | 226 | 379 | |||
Carrying value of convertible notes | 9,598 | 9,598 | |||
Non-cash gain of convertible note | $ (981) | $ 407 |
Debt - Aicel Convertible Note -
Debt - Aicel Convertible Note - Additional Information (Details) - Convertible Notes - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 522 | $ 451 | $ 1,037 | $ 892 |
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 | $ 3 | $ 6 |
Debt - PPP Loan - Additional In
Debt - PPP Loan - Additional Information (Details) - USD ($) $ in Thousands | Feb. 24, 2022 | Feb. 14, 2022 | Apr. 13, 2020 | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 214,768 | $ 162,048 | |||
PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Forgiveness of debt | $ 7,667 | $ 7,667 | |||
Remaining balance of loan | $ 333 | ||||
Debt instrument, term | 5 years | ||||
Short-term debt | 68 | ||||
Long-term debt | $ 130 | ||||
CARES Act | PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of debt | $ 8,000 | ||||
Interest rate | 1% |
Debt - Summary of Estimated Fai
Debt - Summary of Estimated Fair Value of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | $ 220,751 | $ 182,482 |
New Senior Term Loan | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | 161,151 | 165,540 |
New GPO Note | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | 36,583 | |
Convertible Notes | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | 13,419 | $ 16,942 |
Dragonfly Seller Convertible Notes | ||
Debt Instrument Fair Value Disclosure [Line Items] | ||
Fair value of debt | $ 9,598 |
Debt - Warrants - Additional In
Debt - Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2023 | Mar. 17, 2023 | Dec. 31, 2022 |
Class Of Warrant Or Right [Line Items] | |||
Warrant liabilities | $ 6,758 | $ 18,892 | |
Warrants Associated with Amendment 1 | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 80,000 | ||
Exercise price | $ 0.01 | ||
Warrant liabilities | $ 291 | ||
Old FiscalNote Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 118,700 | ||
Exercise price | $ 8.56 | ||
Warrant liabilities | $ 68 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 | 1,700,000,000 |
Par value | $ 0.0001 | $ 0.0001 |
Common stock, shares, issued | 120,284,209 | 123,125,595 |
Common stock, shares, outstanding | 120,284,209 | 123,125,595 |
Class B Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 9,000,000 | 9,000,000 |
Par value | $ 0.0001 | $ 0.0001 |
Common stock, shares, issued | 8,290,921 | 8,290,921 |
Common stock, shares, outstanding | 8,290,921 | 8,290,921 |
Earnout Shares and RSUs - Addit
Earnout Shares and RSUs - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 USD ($) Acquisition $ / shares shares | Jun. 30, 2023 USD ($) Acquisition $ / shares shares | Dec. 31, 2022 USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated Share Based Compensation Expense | $ | $ 1,381 | ||
Earnout Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expiration period | 5 years | ||
Allocated Share Based Compensation Expense | $ | $ 257 | $ 17,712 | |
Unrecognized compensation expense | $ | $ 1,234 | $ 1,234 | |
Unrecognized compensation expense recognition period | 1 year 6 months | ||
Earnout Awards | Common Class A | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares entitled to receive | 19,195,100 | 19,195,100 | |
Number of tranches | Acquisition | 5 | 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 25 | |
Earnout Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares issued | 0 | ||
Earnout shares liability | $ | $ 68 | $ 68 | $ 68 |
Earnout RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares issued | 0 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jul. 29, 2022 | Jun. 30, 2023 | |
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 | |
Warrants exercised | 0 | |
Exercise price | $ 0.44 | |
Warrant liability fair value | $ 6,758 | |
New Fiscal Note | ||
Class Of Warrant Or Right [Line Items] | ||
Exercise price | $ 1.571428 | |
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 | 8,358,964 | |
Warrants exercised | 0 | |
Shares registered holders acquire from class A common stock | 1.571428 | |
Warrants expiration date | 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). | |
Maximum exercisable per share under redemption feature | $ 0.567 | |
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 | |
Exercise price | $ 8.56 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 27, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 11,988 | $ 825 | |||
2022 Long-Term Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 5,091 | $ 565 | 10,360 | $ 825 | |
Stock based compensation expense related to acquisition earnouts | $ 138 | $ 276 | |||
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 | 6,181,386 | 6,181,386 | 20,285,600 | ||
2022 Long-Term Incentive Plan | Performance Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock issued | 25,000 | ||||
Stock remaining outstanding | 2,556,550 | 2,556,550 | |||
2022 Long-Term Incentive Plan | Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock issued | 5,433,779 | ||||
Stock remaining outstanding | 7,061,940 | 7,061,940 | |||
2022 Long-Term Incentive Plan | Performance Based Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock issued | 75,000 | ||||
Stock remaining outstanding | 75,000 | 75,000 | |||
2022 Long-Term Incentive Plan | Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options issued | 401,902 | ||||
Stock options outstanding | 7,028,189 | 7,028,189 | |||
2022 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares issued | 102,807 | ||||
Stock-based compensation | $ 103 | $ 205 | |||
Common stock fair market value | 85% | ||||
2022 Employee Stock Purchase Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Employee payroll deductions | 15% | ||||
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 | 4,396,208 | 4,396,208 |
Transaction (Gains) Costs, ne_2
Transaction (Gains) Costs, net - Summary of Transaction Costs Related to Businesses Acquired and Consummation of Business Combination (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Transaction Costs Gains [Line Items] | |||||
Transaction costs related to acquired businesses | $ 157 | $ 500 | $ 1,379 | $ 572 | |
Non-capitalizable Business Combination costs | 150 | 256 | 334 | 459 | |
Change in contingent consideration liabilities | (177) | (171) | (333) | (1,537) | |
Contingent compensation expense | 179 | 442 | 337 | 488 | |
Total transaction costs (gains), net | [1] | $ 309 | $ 1,027 | $ 1,717 | $ (18) |
[1] Amounts include stock-based compensation expenses, as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 82 $ 13 $ 140 $ 23 Research and development 362 51 752 105 Sales and marketing 317 60 677 107 Editorial 106 24 172 47 General and administrative 4,615 417 10,247 543 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 | |
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 | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net loss | $ (30,973) | $ (19,273) | $ (38,360) | $ (28,351) | $ (50,246) | $ (66,711) |
Deemed dividend - change in redemption value of preferred stock of Old FiscalNote | (10,614) | (2,219) | ||||
Net loss used to compute basic loss per share | (30,973) | (48,974) | (50,246) | (68,930) | ||
Net loss used to compute diluted loss per share | $ (30,973) | $ (48,974) | $ (50,246) | $ (68,930) | ||
Denominator: | ||||||
Weighted average common stock outstanding, basic | 134,117,122 | 19,020,367 | 133,601,798 | 18,876,752 | ||
Weighted average common stock outstanding, diluted | 134,117,122 | 19,020,367 | 133,601,798 | 18,876,752 | ||
Net loss per shares, basic | $ (0.23) | $ (2.57) | $ (0.38) | $ (3.65) | ||
Net loss per shares, diluted | $ (0.23) | $ (2.57) | $ (0.38) | $ (3.65) | ||
Anti-dilutive securities excluded from diluted loss per share: | ||||||
Total anti-dilutive securities excluded from diluted loss per share: | 36,508,234 | 102,507,542 | 37,045,564 | 102,798,172 | ||
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 Stock Options | ||||||
Anti-dilutive securities excluded from diluted loss per share: | ||||||
Total anti-dilutive securities excluded from diluted loss per share: | 923,973 | 8,592,685 | 1,461,303 | 8,474,016 | ||
Anti-dilutive Convertible Notes | ||||||
Anti-dilutive securities excluded from diluted loss per share: | ||||||
Total anti-dilutive securities excluded from diluted loss per share: | 2,148,810 | 24,325,180 | 2,148,810 | 24,201,372 | ||
Anti-dilutive Contingently Issuable Shares | ||||||
Anti-dilutive securities excluded from diluted loss per share: | ||||||
Total anti-dilutive securities excluded from diluted loss per share: | 1,339,924 | 1,481,922 | 1,339,924 | 1,481,922 | ||
Anti-dilutive Restricted Stock Units | ||||||
Anti-dilutive securities excluded from diluted loss per share: | ||||||
Total anti-dilutive securities excluded from diluted loss per share: | 7,136,940 | 773,385 | 7,136,940 | 731,769 | ||
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: | 252,242 | 252,242 | ||||
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 | ||||
Anti-dilutive New GPO Note | ||||||
Anti-dilutive securities excluded from diluted loss per share: | ||||||
Total anti-dilutive securities excluded from diluted loss per share: | 5,651,436 | 5,651,436 | ||||
Anti-dilutive Aicel Convertible Notes | ||||||
Anti-dilutive securities excluded from diluted loss per share: | ||||||
Total anti-dilutive securities excluded from diluted loss per share: | 112,051 | 112,051 | ||||
Anti-dilutive Convertible Preferred Stock | ||||||
Anti-dilutive securities excluded from diluted loss per share: | ||||||
Total anti-dilutive securities excluded from diluted loss per share: | 50,032,289 | 50,032,289 | ||||
Anti-dilutive Convertible Senior Debt | ||||||
Anti-dilutive securities excluded from diluted loss per share: | ||||||
Total anti-dilutive securities excluded from diluted loss per share: | 16,729,349 | 17,304,072 |
Provision (Benefit) from Inco_3
Provision (Benefit) from Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Provision (benefit) from income taxes | $ 213 | $ (176) | $ 243 | $ (550) | |
Pretax loss | $ (30,760) | $ (38,536) | $ (50,003) | $ (67,261) | |
Effective tax rates (as a percent) | 0.69% | 0.46% | 0.49% | 0.82% | |
U.S. statutory rate | 21% | 21% | |||
Uncertain tax position totaling | $ 639 | ||||
Derecognized deferred tax liabilities | $ 89 |
Provision (Benefit) from Inco_4
Provision (Benefit) from Income Taxes - Summary of Activities Relating to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Beginning balances | $ 639 | $ 728 |
Lapses in statutes of limitations | (89) | |
Ending balances | $ 639 | $ 639 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 3,678 | $ 10,282 |
Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 3,080 | 8,610 |
Contingent Liabilities from Acquisitions | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 2,792 | 1,579 |
Liability Classified Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 103 | 182 |
New GPO Note | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 36,583 | |
Dragonfly Seller Convertible Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 9,598 | |
Level 1 | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 3,678 | 10,282 |
Level 2 | Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 3,080 | 8,610 |
Level 3 | Contingent Liabilities from Acquisitions | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 2,792 | 1,579 |
Level 3 | Liability Classified Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 103 | $ 182 |
Level 3 | New GPO Note | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 36,583 | |
Level 3 | Dragonfly Seller Convertible Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 9,598 |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Business Combination Contingent Consideration Arrangements Change In Amount Of Contingent Consideration Liability1 | $ (177) | $ (171) | $ (333) | $ (1,537) |
Paid in kind interest | $ 2,042 | $ 27,848 | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change In Fair Value Of Financial Instruments | |||
Level 3 | Contingent Liabilities from Acquisitions | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | $ 1,579 | |||
Contingent considerations and compensation at acquisition date | 1,445 | |||
Contingent compensation recognized | 337 | |||
Change in fair value included in the determination of net loss | (334) | |||
Earned contingent consideration settled | (196) | |||
Cash contingent consideration earned and subsequently settled | (39) | |||
Ending balance | 2,792 | 2,792 | ||
Level 3 | Liability Classified Warrants | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | 182 | |||
Change in fair value included in the determination of net loss | (79) | |||
Ending balance | 103 | 103 | ||
Level 3 | New GPO Note | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value at issuance date | 36,583 | |||
Ending balance | 36,583 | 36,583 | ||
Level 3 | Dragonfly Seller Convertible Notes | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value at issuance date | 8,635 | |||
Change in fair value included in the determination of net loss | 407 | |||
Paid in kind interest | 387 | |||
Foreign exchange | 169 | |||
Ending balance | $ 9,598 | $ 9,598 |
Fair Value Measurements and D_5
Fair Value Measurements and Disclosures - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jan. 27, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Maturity period for cash equivalents | three months or less | |||||
Earned cash contingent compensation related to frontier view and forge transferred from level 3 to level 1 | $ 2,500,000 | |||||
Earned cash contingent compensation other transfer of assets and liabilities between levels | 0 | $ 0 | ||||
Curate | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Number of shares issued for settlement of contingent consideration | 83,393 | |||||
Dragonfly Seller Convertible Notes | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Business combination, liability recognized | $ 8,635,000 | |||||
Estimated fair value of convertible note | $ 9,598,000 | 9,598,000 | ||||
Non-cash gain of convertible note | 968,000 | 395,000 | ||||
Difference between aggregate fair value and unpaid principal balance | 2,071,000 | 2,071,000 | ||||
New GPO Note | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Estimated fair value | 36,583,000 | 36,583,000 | ||||
Public Warrants | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Estimated fair value of warrants | 3,678,000 | 3,678,000 | $ 10,282,000 | |||
Non-cash gain (loss) in fair value of financial instruments | $ (1,003,000) | $ 6,604,000 | ||||
Warrants outstanding | 8,358,964 | 8,358,964 | ||||
Private Placement Warrants | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Estimated fair value of warrants | $ 3,080,000 | $ 3,080,000 | $ 8,610,000 | |||
Non-cash gain (loss) in fair value of financial instruments | $ (840,000) | $ 5,530,000 |
Fair Value Measurements and D_6
Fair Value Measurements and Disclosures - Summary of Inputs and Assumptions (Convertible Notes) (Details) | Jun. 30, 2023 USD ($) yr | Jan. 27, 2023 yr USD ($) |
Common Stock Share Price | Dragonfly Seller Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes measurement input | 3.64 | 5.06 |
Common Stock Share Price | New GPO Note | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes measurement input | 3.64 | |
Risk Free Rate | Dragonfly Seller Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes measurement input | 0.042 | 0.036 |
Risk Free Rate | New GPO Note | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes measurement input | 4.1 | |
Yield | Dragonfly Seller Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes measurement input | 0.170 | 0.175 |
Yield | New GPO Note | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes measurement input | 15.5 | |
Expected Volatility | Dragonfly Seller Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes measurement input | 0.420 | 0.400 |
Expected Volatility | New GPO Note | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes measurement input | 39 | |
Expected term (Years) | Dragonfly Seller Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes measurement input | yr | 4.6 | 5 |
Expected term (Years) | New GPO Note | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes measurement input | 5 |
Fair Value Measurements and D_7
Fair Value Measurements and Disclosures - Summary of Contingent Consideration and Compensation Related to Acquisitions (Details) - Level 3 - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Business Acquisition Contingent Consideration [Line Items] | ||
Total contingent liabilities from acquisitions | $ 2,792 | $ 1,579 |
Dragonfly | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Total contingent liabilities from acquisitions | 1,310 | |
Curate | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Total contingent liabilities from acquisitions | 489 | 883 |
FrontierView | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Total contingent liabilities from acquisitions | 866 | 600 |
Equilibrium | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Total contingent liabilities from acquisitions | 113 | 43 |
DT Global | ||
Business Acquisition Contingent Consideration [Line Items] | ||
Total contingent liabilities from acquisitions | $ 14 | $ 53 |
Fair Value Measurements and D_8
Fair Value Measurements and Disclosures - Summary of Inputs and Assumptions (Contingent Liabilities) (Details) | Jun. 30, 2023 yr |
Risk Premium | Curate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.130 |
Risk Premium | Dragonfly | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.195 |
Risk Free Rate | Curate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.054 |
Risk Free Rate | Dragonfly | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.054 |
Revenue Volatility | Curate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.250 |
Revenue Volatility | Dragonfly | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.210 |
Expected Life (Years) | Curate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.8 |
Expected Life (Years) | Dragonfly | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.5 |
Fair Value Measurements and D_9
Fair Value Measurements and Disclosures - Summary of Inputs and Assumptions (Warrants) (Details) - Last Out Lender Warrants - Common Stock | Jun. 30, 2023 USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants measurement input | 8.56 |
Share Price | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants measurement input | 3.64 |
Time to Maturity | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants measurement input | 2 |
Risk Free Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants measurement input | 4.83 |
Expected Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants measurement input | 80 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 27, 2023 | Jan. 27, 2023 | May 13, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Loss Contingencies [Line Items] | |||||
Repayment of long term debt | $ 53 | $ 30 | |||
Convertible Promissory Note | |||||
Loss Contingencies [Line Items] | |||||
Debt instrument amount | $ 46,794 | ||||
Class A Common Stock | |||||
Loss Contingencies [Line Items] | |||||
Shares issued in business acquisitions, shares | 5,881,723 | 7,781,723 | |||
Shares returned on legal settlement | 5,881,723 | ||||
Additional shares owed in business combination | 4,400,000 | ||||
GPO FN Noteholder LLC | |||||
Loss Contingencies [Line Items] | |||||
Repayment of long term debt | $ 50,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | Aug. 03, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Debt issuance costs | $ 3,252 | $ 2,243 | |
Subsequent Events | Earlier of Prepayment or July 29, 2023 | |||
Subsequent Event [Line Items] | |||
Debt issuance costs | $ 1,734 | ||
Subsequent Events | Earlier of Prepayment or July 29, 2024 | |||
Subsequent Event [Line Items] | |||
Debt issuance costs | $ 2,034 |