FiscalNote extends debt maturity, offers equity conversion

Published 28/03/2025, 21:34
FiscalNote extends debt maturity, offers equity conversion

FiscalNote Holdings, Inc. (NYSE:NOTE), a provider of business services with a market capitalization of approximately $135 million, announced on Monday an amendment to its financial agreements with several investors. According to InvestingPro analysis, the company currently operates with a significant debt burden and may face challenges with interest payments, making this amendment particularly significant. The company has extended the maturity date of its outstanding Subordinated Convertible Promissory Notes from July 31, 2025, to April 15, 2026. This extension comes as FiscalNote manages a total debt of approximately $173 million, with a concerning current ratio of 0.85, indicating that short-term obligations exceed liquid assets.

The notes, with a principal amount of $10.94 million including accrued interest, were originally issued by FiscalNote Intermediate Holdco, Inc. on August 26, 2019, and assumed by FiscalNote Holdings following a merger agreement. These unsecured notes carry an annual interest rate of 15%, payable in arrears. Despite these financial challenges, InvestingPro data reveals the company maintains impressive gross profit margins of nearly 79%. For a deeper understanding of FiscalNote’s financial position, investors can access the comprehensive Pro Research Report, which provides detailed analysis of key metrics and future prospects.

Under the new terms, FiscalNote has the option to convert up to 20% of the note’s outstanding principal and accrued interest into Class A common stock at a market-based conversion price. This conversion is contingent upon the sale of previously issued conversion shares by the legacy investors. The stock has experienced significant volatility, with InvestingPro showing a 30% decline over the past six months, making the timing of any conversion crucial for both the company and investors.

Moreover, if the proceeds from the sale of converted shares do not cover the principal and interest due by the original maturity date, FiscalNote may need to issue additional shares or pay cash to make up the difference. In such a case, the interest rate would increase to 25% per annum, and the outstanding principal amount could potentially double, to be settled by the extended maturity date.

The agreement also provides legacy investors with rights in the event of a conversion event or change of control within twelve months following repayment. They may participate in the conversion at the same price or receive equivalent change of control consideration.

The adjustments to the financial obligations aim to provide FiscalNote with greater flexibility in managing its debt while offering legacy investors potential equity participation. The company’s strategic financial restructuring is detailed in the 8-K filing with the Securities and Exchange Commission.

In other recent news, FiscalNote Holdings reported its fourth-quarter 2024 earnings, revealing a larger-than-expected loss and revenue below forecasts. The company posted an earnings per share loss of $0.10, missing the consensus estimate of a $0.08 loss, while revenue reached $27.06 million, falling short of the expected $30.59 million. Despite these results, FiscalNote achieved its first full year of positive adjusted EBITDA, totaling $9.8 million, and managed to reduce operating expenses by 24% in the fourth quarter. The company also launched a new AI-driven platform, Policy Note, in January 2024, which is expected to impact customer engagement positively. FiscalNote provided guidance for 2025, projecting revenue between $94 million and $100 million, with adjusted EBITDA ranging from $10 million to $12 million. The company anticipates revenue in the range of $26 million to $27 million for the first quarter of 2025. Analyst firms such as B. Riley Securities have shown interest in the company’s strategic initiatives and debt reduction efforts. FiscalNote’s management remains focused on expanding operating margins and achieving long-term growth, despite challenges in both the government and private sectors.

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