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FiscalNote (NOTE -5.78%)
Q1 2024 Earnings Call
May 09, 2024, 10:00 a.m. ET
Contents:
- Prepared Remarks
- Questions and Answers
- Call Participants
Prepared Remarks:
Operator
Good morning. My name is Aaron, and I'll be your conference operator for today. At this time, I would like to welcome everyone to the FiscalNote first-quarter 2024 financial results conference call. All lines have been placed on mute to prevent any background noise.
After the speakers' remarks, there will be a question-and-answer session, and we'll provide further information on that point. [Operator instructions] With that, we can now begin today's call. I would like to turn it over to the --
Bob Burrows -- Investor Relations
Good morning. My name is Bob Burrows. I'm with Western Avenue Advisors LLC, which was hired in April as an investor relations consultant to the company following Sara Buda's recent departure. I look forward to speaking to you and being a resource for the company's investors, stakeholders in the days, weeks, and months ahead.
Thank you all for joining the call today as we discuss FiscalNote's first-quarter 2024 financial results. With me on today's call with prepared comments are Tim Hwang, chairman, CEO, and co-founder; and Jon Slabaugh, CFO and chief investment officer. Other members of the senior management team will be available during the Q&A session that will follow these prepared comments. Please note a slide deck specific to the first quarter of 2024 results and intended as a supplement to the earnings release, as well as the forthcoming prepared comments from management, is available on the company website.
In terms of important housekeeping, it is important to mention the following. During this call, we may make certain statements related to our business that are forward-looking statements under federal securities laws. These statements are not guarantees of future performance, but rather are subject to a variety of risks and uncertainties. Our actual results could differ materially from expectations reflected in any forward-looking statements.
For a discussion of the material risks and important factors that could affect our actual results, as well as the risks and other important factors discussed in today's earnings release, please refer to our SEC filings, which are available either on our company website or the Securities and Exchange Commission's EDGAR system. Additionally, non-GAAP financial measures will be discussed on this conference call. Please refer to the tables in our earnings release or the accompanying slide deck for this call, both of which are available on the Investor Relations portion of our website for a reconciliation of these measures to their most directly comparable GAAP financial measures. Finally, we use key performance indicators, or KPIs, in evaluating the performance of our business.
These include run-rate revenue, or RRR, annual recurring revenue, or ARR, and net retention revenue. Again, please refer to the earnings release or the accompanying slide deck for this call for definitions of these important metrics. And with that, I'd like to turn the call over to FiscalNote's chairman, CEO, and co-founder, Tim Hwang. Tim?
Tim Hwang -- Co-Founder, Chairman, and Chief Executive Officer
Thank you, Bob, for that introduction, and thank you, all, for joining us this morning. It's great to be with you today to discuss our first-quarter 2024 results and provide an update on the state of our overall business. We will also offer some perspective on our strength and balance sheet position and profitable growth with the recent divestiture of a non-core business as well as elaborate on our product strategy and our commitment to driving strong return on invested capital. I always look forward to these opportunities to connect with our shareholders and share with you the exciting developments at FiscalNote.
First, let me remind you of some of the core fundamentals of FiscalNote. We're on a mission to help our customers make sense of the complicated and constantly changing world we live in by delivering a proprietary AI-enabled platform that aggregates and organizes regulatory, political, and macroeconomic information and analyze the impacts on their organizations. We are the market-leading AI platform for the regulatory, legislative policy, and geopolitical intelligence sectors, essentially, the Bloomberg Terminal for regulatory, legislative, and strategic risk, drawing upon a deep reservoir of technical expertise, proprietary data, and analytical tools. Our proprietary high-quality and authoritative data on a range of aspects include international, federal, state, and local legislation across 80,000 cities, all 50 states, and every major federal regulatory agency as well as deep profiles of tens of thousands of policymakers, millions of legislative and regulatory booths, and purpose-built analytical tools monitoring governments around the world that have enabled FiscalNote to build a market-leading position across thousands of customers.
Many of our assets, including CQ, serve essentially as the Dow Jones of legislative and policy worlds, providing deep domain expertise with proprietary data. CQ as an example, has been providing Washington with information about congressional votes, budgets, and congressional information since 1945. We operate in a large and growing $40 billion addressable market, driven by increasing global uncertainty as well as operational and regulatory complexity that impacts almost every organization, from governments and nonprofit organizations through large enterprises, who operate in a highly regulated global environment. We have a strong and enduring competitive moat underpinned by our decade-long investment in data, AI, and human intelligence.
Our broad AI leadership in both generative AI and domain-specific AI is supported by a deep patent portfolio and is recognized by the world's preeminent AI platforms from OpenAI to Microsoft and Google. We are passionate about our customer success. Thousands of organizations, ranging from government agencies and public sector organizations to major corporate customers in the Fortune 100, rely on FiscalNote every day to help interpret the impact of policies, legislation, elections, global conflicts, and macroeconomic shifts on their institutions, and more importantly, to take actions which achieve their business objectives and minimize political, operational, and economic risk. This forms the basis of our durable and long-term growth.
We enjoy recurring, compounding revenue streams with customers who renew their subscriptions year after year and have a proven business model of successful upsell and cross-sell by offering incremental datasets, products, and capabilities that enhance and expand our customer value. Our net dollar retention has stayed in the high 90s on a consistent basis, and our revenue stream is approximately 90% recurring in nature, which provides for a high degree of visibility. We have strong financial momentum supported by healthy compounding top-line growth, ongoing adjusted EBITDA profitability, and a solid cash position. Our management team has a strong record of innovation and product success that have enabled us to push the balance of the market and be innovative on behalf of our customers.
We have relentlessly focused on capital allocation strategies that support our goal to build a durable, profitable, compounding growth company that provides unique value to the world's most important decision-makers. As we scale the business, we expect to deliver long-term free cash flow margins in line with other information services leaders at scale. Just as S&P Global, IHS Markit, FactSet, Morningstar, or CoStar and Avalara have innovated in their respective information fields, FiscalNote is forging a new path for global political, legislative, and regulatory policy and market intelligence by delivering mission-critical information that has a direct impact on our customers' operations. With our established AI pedigree and our vast array of validated trusted data, we are in a unique position to lead what is an entirely new category within the information service industry.
We have a clear competitive advantage to deliver on this outcome. With that as a backdrop, let me turn to some of our exciting developments that are happening here at FiscalNote. We kicked off 2024 with a solid start, delivering total revenues of 32 million, which was slightly above our previously provided guidance, and adjusted EBITDA of just over 1 million, marking an important improvement in profitability versus the prior year and in line with previous guidance. This also marks our third straight quarter of adjusted EBITDA profitability as a company.
These results reflect the hard work and dedication of the entire FiscalNote team as we continue to execute on our mission to deliver critical insights to the world's most important decision-makers, whether it's the Fortune 100 company navigating complex regulatory landscapes or government agencies seeking to understand the impact of policy changes, FiscalNote is there providing the data, tools, and expertise they need to make informed decisions. As we entered this year, we did so as a leaner, more focused organization with a relentless commitment to leveraging our decade-long investment in artificial intelligence. We have launched new products and are optimizing our go-to-market approaches to maximize the impact of our AI technologies married with our product strategy. This is providing enormous benefit to our customers through enhanced access to our sizable, unique, and curated datasets.
And while the rest of the industry is now catching up to the power of AI, it's been at the core of what we do at FiscalNote since our founding. To our benefit, we also believe the current generation of AI tools will help us unlock faster, easier, and more scalable access for a vast collection of unique data assets. Our proprietary AI capabilities, built on a foundation of vast high-quality and trusted datasets and deep domain expertise, continues to strengthen and amplify our leadership position and drive unparalleled value for our customers. From automating the analysis of complex documents and datasets, from our foundation in legal and regulatory, to our expansion into macro and microeconomic data, geopolitical information, and operational security, to predicting the impact of policy changes and identifying unmaterialized risks in global finance, security, and supply chains, our AI is transforming the way organizations navigate in increasingly uncertain and highly complex world.
So, we believe FiscalNote's strategy of investing in proprietary content and deep AI workflows will ultimately become the dominant way that customers will come to navigate legislative, regulatory, and political risk in the future. In short, we believe that we are in the right place at the right time. In the first quarter, we made significant progress on several fronts. Most notably, we successfully completed the divestiture of Board.org, a strategic move that enabled us to reduce our debt by 65 million and strengthen our cash position by approximately 15 million, two outcomes that positively impacted our balance sheet.
This transaction does not only enhance our financial flexibility but also allows us to focus our resources on our core markets and on offerings where we see the greatest potential for long-term growth and shareholder value creation. The divestiture is also a reflection of FiscalNote's focus on strong and expanding product-level margins. As we gain revenue scale against our fixed operating costs, we anticipate realizing substantial incremental compounded growth in adjusted EBITDA. Having achieved adjusted-EBITDA profitability in 2023, we now turn toward driving sustained growth in the business.
I will elaborate on this in two parts. The first is in talking in-depth about our AI and product strategy. The second is discussing our operational improvements, which are driving profitable growth. Our FiscalNote team has done an excellent job, particularly in new green-shoot areas of growth, including our European policy business and our security risk businesses, and we expect double-digit growth from both.
As these growth areas of our business continue to scale and become larger proportion of our business, we expect their impact to start pushing up our overall growth rates. So, let's spend a few moments talking about AI. Understanding our AI strategy is critical to understanding where we're going and where some of our growth will come from. I will first talk about where we are, and then I'll focus on where we're going with respect to our product strategy and our investments in AI.
As recognized by OpenAI, Google, and Microsoft through our AI partnerships with each of these industry leaders, we are now focused on ensuring that we can surface our AI strategy to as many clients as possible with the goal of driving growth in the future. Our trusted content and information, married with deep subject-matter expertise, a leading AI organization, and access to thousands of existing customers spanning corporate and government agencies, enables FiscalNote to be at the forefront of generative AI. This represents a compelling opportunity to surface our product and data capabilities to more users through even more use cases. With the goal of providing a deeper dive into AI investments, I'd like to outline three stages of development that have allowed us to embark upon our journey into the current generation of AI.
Some of these stages are a bit technical, but I believe they're important to outline in order to understand the foundation we have created and what it'll enable. For simplicity, I'm going to classify our past 10 years as Stage 1. FiscalNote spent the past decade aggregating, cleansing, and building a massive repository of legislative, regulatory, and geopolitical information from over 80 different countries. We have spent a considerable amount of resources in developing and maintaining proprietary technology and deep expertise in building a market leader's position in these information fields.
We have leveraged a range of technologies including data ingestion, ETL pipelines, preprocessing, metadata tagging, taxonomy creation, machine translation, data scan creation, etc. And we've pointed and geared these technologies toward our industry vertical. We have built a powerful data ingestion platform. We have pioneered a new category.
And this market leading position has enabled us to service thousands of customers from Fortune 500 companies to government agencies. Our products analyze political and policy trends and provide us with a unique and unparalleled view into understanding the most pressing regulatory, legal, and policy challenges that our clients face every single day. The information services market has been making investments in AI at this stage for years. But now, with generative AI, we will also see substantial advancements in the use of these technologies, such as AI-assisted coding, to accelerate the acquisition of new information sets and consequently an acceleration in the addition of new product lines.
Moving to Stage 2. In August of 2023, we announced the creation of FiscalNoteGPT, the first proprietary platform incorporating generative AI and large language capabilities customized for legislative, regulatory, and policy workflows. FiscalNoteGPT takes public and proprietary legal, regulatory, and policy data, processes it using some of the most powerful large language model and AI technologies and apply FiscalNote's long-standing expertise in AI and data collection, normalizing it in order to provide users with a reliable, trusted, and secured product experience customized to meet the specific needs of the legal policy and regulatory domain. The initial capabilities that FiscalNoteGPT was built to enable include assisting customers by identifying pressing policy and regulatory concerns, generating new insights and recommendations, summarizing timely and relevant issues, and finding pertinent answers to information for FiscalNote's proprietary databases consisting of thousands of trusted internal and external sources, which form the basis of FiscalNote's award-winning, incisive, and actionable content.
Launching this product in 2023 was an important milestone and has set the stage for our next set of product releases. Critical for our clients is the need for domain-specific AI systems that are based on known and accurate data sources. Also critical for our clients is the need for concise responses that do not include hallucinations induced by models trained on data assets that could provide misleading or incorrect responses. Despite the many major advances in AI and the use of LLMs in the technology industry, further domain-specific systems are needed to advance the expert use case that our clients require to fund their day-to-day legal and regulatory analysis.
FiscalNote has developed a domain-specific approach in building our FiscalNoteGPT products, and we constantly address the unique complexity that exists in legal and regulatory world and believe that, as we further develop FiscalNoteGPT, it will become a mission-critical service for our customers across the legal, policy, and regulatory industry. In Stage 3, FiscalNote in the first quarter of this year successfully completed the creation of a Copilot and reasoning platform that leverages the data from Stage 1 and verticalized LLM in Stage 2 to build an extensible and repeatable AI agents and Copilots. As you may know from following other AI industry developments, the ability to deploy agent technology in combination with large language models is fueling significant improvements, especially where deep domain expertise is required. As such, our new platform enables us to do two things.
First, our product teams can rapidly develop AI agents and AI-driven chat interfaces capable of marrying our AI technology, including FiscalNoteGPT with FiscalNote's authoritative content and insights to bring significant productivity benefits for the industry. In other words, we created an AI Copilot and agent creator. This Copilot creator allows our developers to create AI agents and enables us to leverage our content and information and language models to accelerate our ability to bring generative AI capabilities to our portfolio and markets without the added cost of rebuilding our core infrastructure every time we want to release a new product or address a new AI agent or Copilot use case. We have consequently updated our product road map to accelerate the launch of these new AI Copilot products, leveraging various parts of our AI Copilot creator that can launch new products on substantially the same code base.
In other words, new AI Copilot and AI agents will not be contingent on a massive investment in R&D, and we believe this will drive a substantial increase in our ability to launch dozens of domain-specific AI Copilots. The second thing that our Copilot creator enables is that because the Copilot creator relies on authoritative information, we're also able to control substantially for hallucinations and other problems with the generative AI space that cannot be obtained from the off-the-shelf AI models such as GPT-4, Anthropic, Mistral, and others. In effect, we've created a reasoning engine in the legislative and regulatory categories. Our methodology and reasoning engine allows for fact checking of information and limits the exposure of proprietary company data into third-party large language models when we leverage them in limited cases, enabling deeper trust of generative AI in our space.
Unlike other platforms in the industry that leverage other people's data and other people's AI models, FiscalNote has built its own engine for collecting information and its own AI models adapted for the legal, legislative, and regulatory professions. FiscalNote is consequently best positioned to provide AI leadership in the legislative, regulatory, and policy fields. Given that we have been in the market since 2013 with our products, given our comprehensive global client base, and given that we made a conscious decision to develop deep expertise in data aggregation, AI modeling, and key areas like summarization and machine translation, we believe that we are in the right place and at the right time to capture the upside that sits in front of us. Today and going forward, FiscalNote will leverage the data from Stage 1, the AI models from Stage 2, and the Copilot and reasoning platform as a service from Stage 3 to begin launching a series of AI Copilots and agents that collectively will build a powerful legal, regulatory, and geopolitical AI assistant and, eventually, the world's most powerful AI lawyer.
Similarly, we will do the same to support adjacent personas across the span of strategic risk and opportunity. The goal here is to capitalize on our decades of data aggregation and deep-domain knowledge and launch dozens of these new point solution AI Copilots in and around the legal, regulatory, and strategic risk industries, and thereby radically transforming the work and productivity of our customers. FiscalNote's new AI Copilot will be revolutionary new AI agents fine-tuned for regulatory and risk management professionals to facilitate their day-to-day work on key paths related to legislation, regulatory compliance, advocacy, constituent communication, and global risk. With this, we are launching what we see as an incredibly powerful generative AI platform that can create and rapidly deploy a series of Copilots that can expertly perform time-consuming domain-specific tasks, free up substantial amounts of time for our customers, and provide unique and valuable insights that were not possible before.
These AI agents are not static and importantly will rapidly improve over time as our technology continues to develop and as we deploy our AI-based products and services for our extensive client base. We launched our first AI agent, StressLens, with the real-time ability to quantify the behavioral impact of leading decision-makers and influencers across the financial, regulatory, and government domains. StressLens includes an innovative AI agent capable of detecting changes in tone, cadence, and physical movements, deciphering the intricate language of human emotions and the intentions with unparalleled accuracy, while showcasing a groundbreaking leap in technology that will revolutionize the way humans interact with machines. StressLens' leading AI technology can now help us understand whether an executive on an earnings call is uncomfortable with their numbers, whether a policymaker is nervous, or whether there is a heightened level of discomfort or disagreement on the specific topic along a group conversation.
Whether in business negotiations or public speaking engagements, StressLens serves as a trusted ally, providing real-time insights into the underlying emotions driving human interactions. As the world marches toward a future where human AI collaboration becomes ubiquitous, StressLens stands at the forefront, spearheading a paradigm shift in how we perceive an interactive technology. FiscalNote has filed a patent on this technology and has also begun exploring making the technology available beyond the legislative, regulatory, and risk spaces to expand the use of StressLens in other AI markets where detecting human emotion is important, such as public relations and media training, witness preparation for litigation, etc. The second AI agent, our Global Intelligence AI Copilot, was launched last week.
The Global Intelligence AI-powered assistant was designed to help customers assess the shifting global landscape, manage emerging developments, and mitigate risks involved with the world's most pressing geopolitical, macroeconomic, security, and regulatory challenges. Providing macroeconomic and country-risk analysis, the Global Intelligence Copilot spans expert content across our geopolitical, macroeconomic, and security and risk portfolio, featuring Oxford Analytica, FrontierView, and Dragonfly and enables FiscalNote users to ask questions related to a wide range of issues such as geopolitical market analysis, forecast on inflation and other key macroeconomic indicators, travel risk and advisory, ongoing military conflicts, emerging risk by country, and views on the policy impacts of a national election. We've begun to turn on this AI capability for our existing customers who are purchasing our geopolitical and macroeconomic intelligent products with an increasing percentage of our users leveraging our AI capabilities each passing week. We expect that these new capabilities will not only drive improved usage but also increase customer retention and growth in those products as well.
Using the data from Stage 1, the AI models from Stage 2, the AI Copilot creator from Stage 3, we are rapidly bringing to market several AI Copilots with various skills. Generative AI is creating a substantial step change and opportunity for our customers to automate large portions of the workflows and drive substantial efficiency. Our Copilot vision through 2024 and into 2025 and beyond encompasses skills such as the ability to summarize changing legislation regulations from multiple different markets, conduct analysis of changing laws and regulations, create research memos, search existing databases of information, review documents for compliance and risk analysis, and various skills that we plan to bring to market over the next several quarters. Through developing these skills from negotiating, market analysis, legislative and regulatory drafting, and compliance drafting memos and etc.
will collectively enable FiscalNote to build the most powerful legal, regulatory, and geopolitical AI assistant and eventually the world's most powerful AI lawyer. And similarly, we'll do the same to support adjacent personas across the span of strategic risk and opportunity. We are already in market with the first of these solutions and expect to see accelerated development combining our proprietary data information with our AI investments to bring these capabilities to our customers faster. From a go-to-market perspective, we are leveraging our substantial customer base of thousands of customers to drive Copilot adoption overall and drive a deeper level of workflow integration with our customers.
To make our Copilot more accessible and broaden the lower end of our market reach, we're also introducing a product-led growth approach designed to engage individual users regardless of whether or not they are a small business or inside of a large enterprise. Our overall goal is to accelerate getting our AI technologies into the hands of our existing and new customers, while expanding the use cases for which our products are used. By way of example, there are almost 500,000 elected officials in the United States from the president to the local city council member, and they all need to understand pending legislation and regulations and could consequently benefit from the use of FiscalNote AI in those day-to-day jobs. That segment alone is potentially a $1 billion-a-year recurring revenue opportunity.
Most importantly, the early response from our recently launched AI products has been extremely positive, and we continue to see significant potential to expand these offerings in the coming quarters. In short, we are developing and will be accelerating the use of AI Copilot, leveraging the thousands of existing customers we have, including government clients such as the United States Congress, the White House, and the DoD as well as our corporate clients, including many of the Fortune 500 and their legal, legislative, regulatory, and policy departments. In the long run, our goal is to broaden adoption of our AI-enabled technologies by anyone that is in need of global policy and market intelligence. We believe that over the long term, all information services companies from Thomson Reuters, Wolters Kluwer, to LexisNexis, and others will need to eliminate and transform their existing cloud-based workflow solutions to adapt to the changing customer demand of leveraging AI agents to query their systems.
No longer will it take 15 clicks on a web app to find an answer to a question. People will be able to simply query the ask, get the results, and leverage an AI agent to generate a report or run analysis. This is the future of AI-driven information services. Additionally, we have been approached by both existing and new business partners to explore data licensing and co-selling our Copilots and AI agents.
For instance, we are exploring working with some of the large language model companies to potentially license portions of our data with the goal of exposing a large universe of users to our data. Many similar such deals have been struck and announced in the press in recent weeks, and we believe it is a trend we can leverage to expand our market opportunity. In particular, we anticipate that our proprietary data assets are uniquely valuable for such partnerships, and our ability to help our clients see around the corner on regulatory and policy matters will allow us to strike uniquely valuable partnerships. We are also exploring opportunities to leverage our AI agents with the various adjacent sectors ranging from earnings calls to PR agencies to investment banks to provide an ever-expanding universe of usage for AI capabilities.
I mentioned, for instance, the ability to use StressLens in the witness preparation process or in preparation for giving public remarks in front of Congress, regulatory investigations, or the press, or in the analysis of earnings calls with various earnings call transcripts and financial data providers. Within the next quarter, we will be showcasing our AI platform and Copilots at an AI showcase day we will be announcing in the near term. There, we will further elaborate on the future multiyear road map we've established as we've built the most powerful legal, regulatory, and geopolitical AI assistant and, eventually, the world's most powerful AI lawyer. And similarly, we'll do the same to support adjacent personas across the span of strategic risk and opportunity.
Having spent the last 10 years in training, gathering, and building data for our vertical, we are accelerating the use of these tools to bring new value for our customers. We are incredibly excited about the future of automation and autonomy and believe FiscalNote is leading the way for an AI-driven future for our customers across all of the numerous sectors we cover. We expect a combination of improved operating performance, which I'll further elaborate on, reallocation of our resources post Board.org's divestiture and the launch of our new AI Copilot to return the company to a run-rate revenue growth of low to mid teens as we've enjoyed in prior years. Having elaborated on our AI growth strategy, let me now turn to our operational improvements.
Our focus on upsell and cross-sell initiatives is ongoing. By aligning our teams and leveraging our AI prowess, we've enhanced the effectiveness of these strategies which drive higher contract values and deepen our relationships with key accounts. We've also made key updates to our CRM and other software tools to better support these efforts, giving our sales and customer success teams the visibility and insights they need to identify and capitalize on growth opportunities. We will continue to add new data and intelligence to expand our customer value.
In the past several quarters, we added new geopolitical and security intelligence capabilities through the integration of Dragonfly. We also expanded our EU IT offering, providing stakeholder coverage and data for all 705 members of the European Parliament. And finally, we expanded our global policy and analysis coverage to over 80 countries, most recently to include China's national level and provincial level legislative and regulatory policy developments, positioning FiscalNote as one of the only providers of Chinese national and provincial regulatory and policy intelligence. Our European business now constitutes 15% of our revenues, and our European policy business and security intelligence platforms and risk businesses remain some of the fastest-growing in our overall product portfolio, growing north of 20% a year.
We continue to explore doubling down in areas of accelerated growth to drive overall growth in the business. Our large enterprise business also continues to grow with meaningful new customers added in the last quarter. As we have doubled down and more heavily invested in larger, more strategic accounts for our line sales growth to go after, we expect bookings growth to accelerate in the second half of the year to align with traditional seasonality and softer buying cycles. To that end, we're streamlining and simplifying our sales process, positioning FiscalNote as the unified provider of geopolitical and market intelligence solutions.
By bundling our offerings in this way, we believe we can drive higher customer retention and more durable revenue streams. This is allowing us to bring together our various datasets, analytical tools, and workflow solutions into cohesive packages aligned to the key use cases and pain points of our customers. It's about making it easier for them to access the full value of our overall platform and building deeper, more strategic relationships over time. As we look ahead, our path to reaching and maintaining low- to mid-teens compounded annual growth for 2025 and beyond remains clear.
We're committed to executing our long-term growth strategy, which centers on deepening and widening our penetration across core customers with our core offerings. This means continuing to innovate and expand our portfolio of AI-powered solutions while also investing in sales and marketing to drive new logo acquisition and expand our presence in key markets like Europe, where we have a still-nascent foothold but see significant untapped potential. FiscalNote pushed the industry to combine cloud software and international information. We pushed the market to include point solutions like advocacy software bundled with legislative information.
We pushed the market to include a larger and larger amount of information from countries around the world. We have been pushing and leading product innovation for years, and we'll continue to do so in the future on the AI front. On the strategic front, I want to briefly touch on the ongoing review process. Our recent divestiture unlocked significant value, and our board will consequently continue to evaluate all such strategic opportunities given the continued view that our overall business remains undervalued in this market.
The Board.org transaction delivered a tremendous return on our initial investment and is a testament to the significant value of but one component of our overall business. The transaction also demonstrates our disciplined approach to M&A and our ability to create value through both strategic acquisitions encompassing both purchases and divestitures. We remain laser focused on driving shareholder value by building a durable and profitable business for the long term, but the board will also continue to evaluate all options to realize value for our shareholders. We have a clear AI leadership position in our industry, and it generates consistent recurring revenues from a premier base of global customers.
Our business drives consistent 80% adjusted gross margins and has an operational foundation with high operating leverage. We have been profitable on an adjusted EBITDA basis for three quarters now, and our go-forward focus remains equally weighted on driving both bottom-line profitability and top-line growth. In closing, I'm incredibly proud of what the FiscalNote team has accomplished, not just in the first quarter, but over the past year. We've emerged as a leaner, more agile organization with a strengthened foundation for long-term durable growth.
Our investments in AI, our focus on operational excellence, and our commitment to customer success have positioned us to capitalize on the vast opportunities ahead. I believe that the new AI-driven future will mean that the old way of analyzing legislative, regulatory, and geopolitical risk will become obsolete and will drive enormous opportunities for FiscalNote. As we move through 2024, we view it as the first step in a multiyear journey to earning our place in the history books and become the dominant player in our industry. Our strategy is simple, deep and wide penetration across our core customer base with our core offerings translating into higher revenues and accelerating adjusted EBITDA margins as we realize incremental operating leverage.
It's a powerful formula and one that I believe will create significant value for all of our stakeholders in the years ahead. With that, I'll turn it over to Jon Slabaugh, our CFO, for a detailed review of our numbers. Jon?
Jon Slabaugh -- Chief Financial Officer
Thank you, Tim. My comments this morning will be brief, so let me jump right in and walk through the numbers for Q1 2024, starting with the income statement. Looking at revenues, total revenue for Q1 2024 was $32.1 million, slightly higher than the prior-year period. Subscription revenue during the quarter accounted for 92% of revenue, in line with the company's historical trends.
Digging deeper into revenue, with respect to our key performance metrics, we experienced some comparison challenges this quarter due to the divestiture of Board.org. In Q1 2024, run-rate revenue was $122 million, and annual recurring revenue was $110 million. On a pro forma basis, adjusting for the impact of the Board.org divestiture, both metrics for Q1 '24 were higher than the prior-year period. And in Q1 '24, net revenue retention was 96%, a similar level to the prior year.
Overall, revenue performance in the quarter reflects increases from organic growth and acquisitions during the prior 12 months, offset by decreases resulting from both dispositions and product discontinuations. Turning to expenses, principal operating expenses in Q1 2024 decreased versus the prior year. Specifically, the cost of revenue decreased by approximately $2 million or 19%. R&D decreased by approximately $2 million or 32%.
Sales and marketing decreased by approximately $3 million or 23%, and G&A decreased by approximately $2 million or 12%. Generally speaking, the reductions in operating expenses principally reflect cost control measures instituted across 2023 as well as the impact of the sale of Board.org in sunset products. Looking at our profitability during the quarter, let's start above the line. Gross margins remained strong in the quarter with Q1 2024 coming in at 77% on a GAAP basis and 85% on an adjusted basis, both increases over the prior-year period.
These improvements will primarily reflect the impacts of sunset products and improved efficiencies. We continue to pursue incremental efficiencies in our operations. Transitioning to below the line, GAAP net income for Q1 2024 was $50 million, an increase of over $68 million reflecting a substantial positive impact of the gain on the sale of Board.org during the period. EBITDA for Q1 2024 was $65 million, an increase versus the prior year and primarily reflecting the impact of the gain from the sale of Board.org.
Adjusting for non-cash and other nonrecurring or one-time items, primarily the gain of the sale of Board.org, adjusted EBITDA was over $1 million, a significant improvement year over year and, importantly, the third consecutive quarter of positive performance for this key profitability metric. Turning to the balance sheet. At quarter-end, we had cash and cash equivalents of $44 million, sequentially higher than year-end '23 and slightly lower than the prior-year period. As we've reported recently, the divestiture of Board.org enabled us to materially improve our capital structure with the addition of $15 million to cash.
Period-end cash also reflects the ongoing initiatives to control spending across the company and prudently allocate capital to investments in the business with the potential for high growth and positive-return characteristics. We have sufficient cash resources to fund our operations, and we do not see any immediate or intermediate need for additional capital. At quarter-end, our total debt stood at $177 million, significantly lower sequentially than the level recorded at year-end 2023. This amount includes $93 million related to our senior term loan after giving effect of our $66 million principal repayment made during the quarter following the sale of Board.org.
Simultaneous to that, we also amended our credit agreement with our senior lenders to, among other things, extend principal amortization payments for an additional 12 months now beginning in August of 2026. We continue to manage our debt service levels balanced by ongoing investments in capex and opex. Turning to guidance. Today, we've reaffirmed our full-year forecast for total revenues of $123 million to $127 million, total run-rate revenue of $126 million to $134 million, and adjusted EBITDA of $7 million to $9 million.
We also, today, provided the following forecast for Q2 2024. Total revenues of approximately $29 million and adjusted EBITDA of approximately $1 million. As a reminder, forecast for both the quarter and full year reflect the impact of the Board.org divestiture among other considerations. In summary, the overall performance of Q1 2024 was as expected.
Our forecast for the second quarter indicates a slight bias toward the second half of the year in terms of our full-year ranges, in line with prior year seasonality. As we stated previously, 2024 is a year of transformation and a bridge to revenue and margin expansion beginning in 2025 and leading eventually to our long-term run-rate revenue targets. The business remains strong. We continue to execute our operational efficiency initiatives in concert with our product strategy, all in pursuit of further strengthening our established position as a critical partner to our expansive global customer base.
That concludes my prepared remarks. I'll turn it over to the operator to begin the question-and-answer session. Operator?
Questions & Answers:
Operator
Thank you. [Inaudible] Our first question for today comes from the line of Tim Moore with EF Hutton. Your line is live.
Jesse Sobelson -- EF Hutton -- Analyst
Hi, everyone. This is Jesse Sobelson on for Tim Moore. Nice to [Inaudible] to the quarter. I see you guys disclosed these annualized KPIs, but would you be able to disclose the revenue contribution from Board.org in the two months that it was part of your business last quarter as well as the cadence of the 13 or so million last year, so investors can calculate the organic revenue growth achieved and what is embedded in the forward guidance?
Jon Slabaugh -- Chief Financial Officer
Sure, Jesse. Those will be disclosed when we file the Q. There'll be a bridge.
Jesse Sobelson -- EF Hutton -- Analyst
OK, great. Thanks for taking my question.
Operator
Thank you. Our next question comes from the line of Matt VanVliet with BTIG. Your line is live.
Matt VanVliet -- BTIG -- Analyst
Yeah. Good morning. Thanks for taking the question. Tim, you outlined a number of new initiatives, obviously, mostly around AI and a number of these Copilots.
But how are you balancing the go-to-market approach, internally of, you know, sort of more and more products and, recently, somewhat reduced total force at the company? And just sort of how you can keep everyone focused in selling the appropriate products in this current headcount?
Tim Hwang -- Co-Founder, Chairman, and Chief Executive Officer
Yeah. Well, why don't I start, and then I can have Josh kinda jump in afterwards as well. I think that from our perspective, what we view generative AI as is essential to delivering for our customers on an ongoing basis. And so, we eventually expect that all of our customers will be using some form of generative AI, whether it's incremental to our existing products or embedded in our existing products.
And so, we're going product by product at the moment and deciding which product lines will need to have generative AI components embedded in their solutions to really deliver on the service, versus which solutions we need to essentially serve as a cross-sell or upsell. But it's important to remember that it's all the same thing, right? We're using the same data. We're developing these AI models on top of the same data that our customers are already subscribing to and trying to deliver incremental value, you know, from these solutions, right? So, just to go give you one example, you might have one customer who subscribes to all of our our legislative information, trying to understand legislative data around the country or around the world. You know, currently, what they're doing is they're exporting that information into an Excel spreadsheet and then manually creating these reports and whatnot internally.
So, the ability to add one-click report generation, for instance, is a tremendous value add for our existing customers. Now, whether we package that as a part of our existing solution or upsell that, I think they're sort of a more tactical decision. But, obviously, we see it as a transition point from our existing product lines. But, Josh, I don't know if there's anything else you want to add on your end.
Josh Resnik -- President and Chief Operating Officer
Sure, Tim. Yeah, Matt. I can just add a little more to it. So, holistically, one way to think about it is we've spent a lot of time refining our product portfolio overall, making sure that we're investing in the right products that are going to drive sustained and profitable growth.
And as we layer in new product offerings then, we've created ourselves more room to be doing that because of that past refinement of the portfolio. In addition, on the last call, I talked a lot about improvements that we've made over the past year to our commercial organization, how we've been able to drive greater performance and productivity as we've restructured the teams and made other changes. So, that gives us greater capacity to do more even as we've reduced our operating expenses over time. In addition, we're very focused now on transformation of our overall product portfolio and shifting more to product-led growth as Tim talked about.
And that creates the opportunity to be launching newer products, be it Copilots, AI agents, or other products, into the portfolio and be more efficient in terms of how we drive that go-to-market going forward.
Matt VanVliet -- BTIG -- Analyst
OK. Helpful. And then, you know, have you explored the opportunity to -- given the advancements you've made around AI, and I think you're definitely on the leading edge here relative to a lot of other companies. But looking to go as more of a partner model, maybe even an embedded type of channel in larger technology stacks where you're powering a lot of the Copilot features but aren't required to do all of the direct selling, what what kind of opportunities do you think might be out there for that? And maybe what's holding you back from pursuing those?
Tim Hwang -- Co-Founder, Chairman, and Chief Executive Officer
Yeah. So, I mentioned in the comments that we've been approached and have approached a number of players in the market essentially doing exactly that strategy. And so, maybe I can sort of lay out two or three different types of partners that we're speaking to at the moment. One, including existing and kind of new and up-and-coming large language model companies that have cut data licensing or similar deals in terms of embedding some of the solutions into their existing language models and the like.
Second, I would say, are sort of service companies. So, these are companies that are going out there that are implementing generative AI within enterprises today that can leverage FiscalNote's number of solutions that are out there. And then third, I would say are point solution companies or other information services providers that may want to leverage different parts of our technology stack to enhance their existing product offerings. So, we mentioned StressLens and earnings call transcript providers or PR agencies that are using our our technologies for media training and others.
So, we're taking a fairly wide view here in terms of looking at embedding our solutions into other technology partners overall.
Matt VanVliet -- BTIG -- Analyst
OK. Very helpful. And maybe one more, Jon, if I can. Obviously, the sale of Board.org has given you a little bit more capital and flexibility.
But talk of this kind of creating a Copilot creator that should accelerate product development, how is that impacting kind of the puts and takes around the M&A strategy as you look ahead over the next several years? Is there still a need to sort of buy into various markets? Or do you feel like you have the technology now that you can quickly get to market with new demand that's in the market?
Jon Slabaugh -- Chief Financial Officer
Sure, Matt. I think that as we think about the M&A strategy, it's -- we've slowed down, but primarily, that had to do with those focusing on continuing to integrate the existing acquisitions or the previous acquisitions we made and continue to drive opportunities there. But the market has a lot of consolidation opportunities for us to continue to integrate additional data sets that will be added to our overall value proposition down the road. And we're just kind of waiting for -- we're going to be looking at value relative to our own valuation right now and liquidity and balancing organic growth versus inorganic growth.
But it's not -- I think we still -- will continue to do acquisition when the time is right.
Matt VanVliet -- BTIG -- Analyst
OK. Thank you.
Operator
Thanks for your questions. [Operator instructions] Our next question is from the line of Zach Cummins with B. Riley Securities. Your line is live.
Zach Cummins -- B. Riley Financial -- Analyst
Yep. Thanks. Good morning, and thanks for taking my questions. Tim, I really wanted to ask around what's given you the confidence that we could see an acceleration in overall bookings in the second half of this year? Obviously, you've made a lot of changes in terms of the operational theme.
Just curious of what you're seeing in terms of pipelines and maybe just incremental conversations with larger enterprises on that side.
Tim Hwang -- Co-Founder, Chairman, and Chief Executive Officer
Yeah. I mean -- so I think that we track our pipelines quite closely throughout the years. And so, from our perspective, we are seeing the pipeline that we need to sort of see the acceleration that we want, particularly on the enterprise front. But I think in combination with that, a lot of the changes that Josh had talked about, including the sales force realignments that we did last year that are placing a lot more of a heavy focus on large enterprises, that combined with the product enhancements and the bundling that we're talking about today, should drive the acceleration that we're looking for.
But in addition to that, of course, there's a number of different initiatives inside the company that I laid out in the earnings call that we also sort of see potential upside there as well. So, I guess -- you know, Josh, do you want to kind of jump in here as well with some additional commentary?
Josh Resnik -- President and Chief Operating Officer
Sure, Tim. Yeah. I mean, I'll just -- just to echo what Tim just said, we're seeing success where we've put in place these go-to-market and commercial changes throughout the organization. So, as we see them take root, we're seeing the benefits play out in different areas.
And so, as I mentioned on the last call, where we have seen those, some of those that have been placed for some time, we put some more recently in place in Q4 last year that we have confidence will bear out in the second half of this year. So, where we look very deep in the metrics, we're seeing that progress start to take place. And then we're seeing -- just generally speaking, we're seeing good movement in terms of ACVs and the direction we want to see that go as well. And so, those to us are really good indicators of where we see the business heading in the second half of this year.
Zach Cummins -- B. Riley Financial -- Analyst
Understood. And one follow-up is just really around adoption of your new AI products. Really appreciate the deep dive into all the new solutions that you're rolling out into the market. But outside of some large partner, it seems like there's a great opportunity just to upsell some of these products to your existing enterprise base.
So, I'm just curious of how you're thinking about monetization, whether it be from within that base or continuing to broaden outside of that.
Tim Hwang -- Co-Founder, Chairman, and Chief Executive Officer
Yeah. So, I think it just depends on the product line and what problems that we're solving for customers. So, you know, we launched, for instance, our geopolitical Copilot last week. And the expectation is that the rollout of the geopolitical Copilot will be to existing customers first.
And we do see that as being a tremendous value driver, you know, not just in terms of driving new sales from a competitive perspective, but also driving better retention rates. That being said, I think, you know, when you look at other Copilots like StressLens or our up-and-coming kind of product road map, which we'll talk about probably at our AI product day in the next couple weeks, we're taking, in certain cases, choices to create incremental modules to kind of find those upsell opportunities. So, we're sort of taking it on a product-by-product basis and figuring out is this the retention play, is this the new sales play, is this an upsell and cross-sell play, and then trying to figure out the best pricing and go-to-market model from that.
Zach Cummins -- B. Riley Financial -- Analyst
Got it. Well, thanks for taking my questions, and best of luck with the rest of the quarter.
Operator
Thank you for your questions. Our next question comes from the line of Rudy Kessinger with D.A. Davidson. Your line is live.
Unknown speaker
Hey, guys. This is [Inaudible] for Rudy. Good quarter overall. I just had a quick question.
Regarding the total subscription clients that were down 300-ish, do you have any commentary about it? How much of that came from the divestiture, and how much was organic?
Jon Slabaugh -- Chief Financial Officer
Can you -- can you say it one more time? The line broke up a little bit. I want to make sure I understood the question right.
Unknown speaker
Yeah. I'm just asking about the total customer count, the subscription clients that was down 300 or around 300. Just asking about how much of that came from the divestiture, and how much was for something else. And if you could touch a little bit on that.
Jon Slabaugh -- Chief Financial Officer
OK. I think that really relates to the Board.org divestiture and the customers that were passed off to the buyer there. And we'll provide more details on that, like I said, in the Q when it gets filed.
Unknown speaker
OK, thanks.
Operator
Thank you for your question. [Operator instructions] We have another question from the line of Mike Latimore with Northland Capital Markets. Your line is live.
Vijay Thevar -- Northland Capital Markets -- Analyst
Yeah. Hi, this is Vijay Thevar for Mike Latimore. So, I believe you have briefly commented upon the strategic review in your prepared remarks, but if you could elaborate a little bit more on the types of options that you are considering to realize shareholder value. And at the same time, you have quantified the synergies that a strategist might consider.
Tim Hwang -- Co-Founder, Chairman, and Chief Executive Officer
Yeah. No, I appreciate the question. You know, at this time, we're not commenting further on the strategic review. I think the only thing that I would say is that we just divested an asset for seven times ARR, you know, LTM ARR.
And we've said pretty much consistently in every earnings call that we believe that the company is dramatically undervalued relative to peer comps, relative to transaction multiples that are going on currently in the marketplace, relative to almost every major measure. And so, our board sees that. I think we all see that. And we're prepared to obviously continue to review all options that are available to us to try and drive value for our shareholders.
Vijay Thevar -- Northland Capital Markets -- Analyst
OK, great. And maybe I can sneak in a couple of other questions as well. On the six cycles for new logos, do you see them shrinking with Copilots? And as well as -- how do you see the sales cycle for the government versus enterprise, at the same time, new versus upsells? Kind of any characterization of the sales cycle here will be helpful for me.
Josh Resnik -- President and Chief Operating Officer
So, sorry, I just want to make sure. This is Josh. I just want to make sure I understood the question. This is a question about what we expect sales cycles to be for Copilots.
Is that right?
Vijay Thevar -- Northland Capital Markets -- Analyst
Yes. And the same time, between the government and enterprise and new versus upsells. So, any characterization around all these various factors?
Josh Resnik -- President and Chief Operating Officer
Sure. So, generally -- so, generally speaking, in regards to Copilots, as Tim mentioned, that's more of a product-led growth model. So, you would see different sales cycles there than you would typically expect in something that might be a sales-led growth model and specifically focused on, say, enterprise and government. So, you would expect to see, generally speaking, shorter sales cycles.
The nature of those would depend on kind of each product, the nature of the audience, and the type of engagement that you seek. But typically, for those, you'd see a model where someone has the opportunity to essentially try engage with the product in some way before they actually purchase. And so, it's a different nature of sales process and, generally, a more compressed sales cycle that you would expect to see. And I think the second part of the question relating to breakdown of sales cycles between government and enterprise, we typically don't break down the metrics to that degree.
Vijay Thevar -- Northland Capital Markets -- Analyst
OK, yeah. That should be helpful for me. Thank you.
Operator
Thank you for your questions. Ladies and gentlemen, that will conclude our question-and-answer session here for today. I would like to turn it over back to Mr. Hwang for any closing comments.
Tim Hwang -- Co-Founder, Chairman, and Chief Executive Officer
Great. Thank you, everybody, for joining the call. As mentioned, we have an upcoming AI product day and some additional materials online for people to take a look at. So, appreciate everybody jumping on.
And if there are any additional questions, feel free to reach out. Thank you very much.
Operator
[Operator signoff]
Duration: 0 minutes
Call participants:
Bob Burrows -- Investor Relations
Tim Hwang -- Co-Founder, Chairman, and Chief Executive Officer
Jon Slabaugh -- Chief Financial Officer
Jesse Sobelson -- EF Hutton -- Analyst
Matt VanVliet -- BTIG -- Analyst
Josh Resnik -- President and Chief Operating Officer
Zach Cummins -- B. Riley Financial -- Analyst
Unknown speaker
Vijay Thevar -- Northland Capital Markets -- Analyst
