Summary
FiscalNote's fiscal 2025 third quarter showed pressure on nearly every major financial line. Revenue was $22.43 million for the quarter, down 23.8% from $29.44 million in the prior-year quarter. Year to date revenue was $73.20 million, down 19.4% from $90.80 million. The operating loss widened to $9.74 million in the quarter from $6.81 million a year earlier, a 43.0% widening. Year to date operating loss was $30.93 million versus $26.21 million, an 18.0% widening. Net loss for the quarter was $24.86 million, or a loss of $1.73 per diluted share, compared with $14.94 million, or a loss of $1.33 per diluted share, in the prior-year quarter. The net loss widened 66.4%. Year to date net loss was $42.38 million, or a loss of $3.20 per diluted share, swinging from net income of $22.90 million, or $2.03 per diluted share, in the first nine months of 2024. Operating margin was -43.4% for the quarter, down from -23.1%, a decline of 20.3 percentage points. Year to date operating margin was -42.2%, down from -28.9%, a decline of 13.4 percentage points.
The revenue decline came from a mix of divestitures and organic weakness. Management said the decrease in subscription revenue was largely due to the sale of Dragonfly and Oxford Analytica on March 31, 2025 and TimeBase on July 1, 2025. The company also pointed to customer retention challenges and the impact of Federal government cuts on organic subscription revenue. ARR was $84.8 million at September 30, 2025, down from $107.5 million at December 31, 2024. Excluding products discontinued in 2023 and the impact of the sales of Board.org, Aicel, Oxford Analytica, Dragonfly, and TimeBase, ARR was $92.2 million at September 30, 2024 and $91.9 million at December 31, 2024. NRR, excluding those same businesses, was 98% for the three months ended September 30, 2025 and 2024. Headcount was approximately 439 employees at the beginning of the third quarter and fell by about 27 through September 30, 2025. The company completed the sale of TimeBase for $7.4 million, consisting of $6.7 million in cash and a $0.7 million buyer holdback. Earlier dispositions included Dragonfly and Oxford Analytica for $40.3 million in cash, Aicel for $9.7 million, and Board.org for $90.9 million in cash.
The balance sheet and debt profile changed materially during the quarter. On August 12, 2025, FiscalNote retired its Prior Senior Term Loan with a payment of about $62.7 million and replaced it with a $75.0 million senior term loan maturing in August 2029. It issued convertible debentures with a stated principal amount of $21.0 million for net proceeds of $18.9 million. It paid $27.0 million to redeem $30.0 million of principal under the GPO Convertible Note and exchanged the rest for a new $20.4 million convertible note maturing in November 2029. It also retired the Amended Legacy Notes by paying $3.6 million in cash. On September 11, 2025, it issued another $12.3 million of convertible debentures and used net proceeds of about $11.1 million to repay the Third Era Convertible Note totaling $8.2 million. Management expects annualized cash interest payments of about $9.0 million based on current SOFR rates, with principal repayments of about $1.9 million in year one and about $3.8 million thereafter. Going forward, the company expects to incur about $2.2 million of quarterly cash interest on the 2025 Senior Term Loan. The loan carries four financial covenants covering a minimum cash balance, minimum annual recurring revenue, adjusted EBITDA, and a capital expenditure limitation. Risks include retention challenges, Federal government cuts, and the need to stay compliant with those covenants.
Cash flow and forward-looking indicators were mixed. Operating cash flow was negative $8.27 million for the quarter, down 179.2% from negative $2.96 million in the prior-year quarter. Year to date operating cash flow was negative $11.16 million, down 182.6% from negative $3.95 million. Capital expenditures were $2.09 million for the quarter, down 14.5% from $2.44 million. Year to date capital expenditures were $5.56 million, down 19.1% from $6.88 million. Deferred revenue was $31.09 million at September 30, 2025, down 23.0% from $40.39 million at September 30, 2024. Remaining performance obligations were $68.90 million, down 15.7% from $81.75 million. Adjusted EBITDA was $2.18 million for the quarter, compared with $3.44 million a year earlier, and adjusted EBITDA margin was 9.7%, compared with 11.7%. Year to date adjusted EBITDA was $7.76 million, compared with $6.44 million, and adjusted EBITDA margin was 10.6%, compared with 7.1%. Adjusted gross profit was $19.43 million for the quarter, compared with $25.43 million, and adjusted gross profit margin was 87%, compared with 85%.
Forecast
Reported figures
GAAP, from SEC filings| Metric | Q3 FY2025 | Q2 FY2025 | QoQ | Q3 FY2024 | YoY |
|---|---|---|---|---|---|
| Revenue | $22.4M | $23.3M | -3.6% | $29.4M | -23.8% |
| Research & development | $2.1M | $2.3M | -8.2% | $3.3M | -36.0% |
| Sales & marketing | $6.3M | $6.7M | -6.4% | $9.1M | -30.9% |
| General & administrative | $13.9M | $11.4M | +22.2% | $10.6M | +30.9% |
| Total operating expenses | $32.2M | $30.7M | +4.8% | $36.3M | -11.3% |
| Operating income (loss) | -$9.7M | -$7.4M | -31.1% | -$6.8M | -43.0% |
| Operating margin | -43.4% | -31.9% | -11.5 pp | -23.1% | -20.3 pp |
| Net income (loss) | -$24.9M | -$13.3M | -87.3% | -$14.9M | -66.4% |
| Net margin | -110.8% | -57.0% | -53.8 pp | -50.7% | -60.1 pp |
| Diluted EPS | -$1.73 | -$0.08 | -$1.65 | -$0.11 | -$1.62 |
| Net retention rate | 98.0% | 96.0% | +2.0 pp | 99.0% | -1.0 pp |
Risks
The protracted U.S. government shutdown has negatively affected revenues, profitability and cash flows, and the filing says effects will worsen if the shutdown continues, including non-renewal, delay or cancellation of public sector subscription contracts and reduced CQ-Roll Call advertising and events revenue.
Management identified a material weakness in internal control over financial reporting during Q3 2025 because manual journal entries were not independently reviewed and approved prior to posting. Remediation may be time consuming and costly, and failure could impair timely and accurate reporting, investor confidence, capital access and stock price.
MD&A attributes the decrease in organic subscription revenue to customer retention challenges combined with Federal government cuts. ARR was $84.8 million at September 30, 2025 compared with $107.5 million at December 31, 2024; deferred revenue was $31.09 million, down 23.0% versus the prior-year quarter; and RPO was $68.90 million, down 15.7% versus the prior-year quarter.
Operating cash flow was -$11.16 million for the nine months ended September 30, 2025, down 182.6% from -$3.95 million in the prior-year period, and net income was -$42.38 million for the same period versus $22.90 million prior year, a swing to a loss. MD&A also notes the debt refinance raised annualized cash interest to approximately $9.0 million.
SaaS KPIs
All quarters →Adjusted EBITDA Margin
Adjusted EBITDA
Adjusted Gross Profit
Adjusted Gross Profit Margin
Summary, forecast, risks and KPIs are extracted from FiscalNote Holdings, Inc.'s SEC filings for Q3 FY2025 (10-Q / 10-K and the 8-K earnings release); GAAP figures in the summary are checked against the reported XBRL data. They can contain errors; the filings are authoritative. Processed Oct 2, 2026.