8-K
Definitive Healthcare Corp. (DH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
August 4, 2022
Definitive Healthcare Corp.
(Exact name of registrant as specified in its charter)
Commission file number 1-40815
| Delaware | 86-3988281 |
|---|---|
| (State of<br> <br>incorporation) | (I.R.S. Employer<br> <br>Identification No.) |
550 Cochituate Rd
Framingham, MA 01701
(Address of principal executive offices)
(508) 720-4224
Registrant’s telephone number, including area code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading<br> <br>Symbol | Name of Each Exchange<br> <br>on Which Registered |
|---|---|---|
| Class A Common Stock, $0.001 par value | DH | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On August 4, 2022, Definitive Healthcare Corp. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information furnished in this Item 2.02 on this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 99.1 | Press Release dated August 4, 2022 (furnished herewith pursuant to Item 2.02) |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DEFINITIVE HEALTHCARE CORP. | |
|---|---|
| By: | /s/ David Samuels |
| Name: | David Samuels |
| Title: | Chief Legal Officer |
Date: August 4, 2022
EX-99.1
Exhibit 99.1
Definitive Healthcare Reports Financial Results for Second Quarter Fiscal Year 2022
Second quarter revenue grew 37% year-over-year to $54.5 million
Framingham, MA (August 4, 2022) – Definitive Healthcare Corp. (“Definitive Healthcare”) (Nasdaq: DH), an industry leader in healthcare commercial intelligence, today announced financial results for the quarter ended June 30, 2022.
Second Quarter 2022 Financial and Other RecentHighlights:
Financial Highlights:
| • | Revenue was $54.5 million, an increase of 37% from $39.8 million in Q2<br>2021. |
|---|---|
| • | Net loss was ($9.6) million, or 18% of revenue, compared to ($15.0) million, or 38% of revenue in Q2<br>2021. |
| --- | --- |
| • | Adjusted Net Income was $8.9 million, compared to $2.0 million in Q2 2021.<br> |
| --- | --- |
| • | Adjusted EBITDA was $16.3 million, or 30% of revenue, compared to $14.4 million, or 36% of<br>revenue in Q2 2021. |
| --- | --- |
| • | Cash flow from operations was $15.5 million in the quarter or 28% of revenue. For the trailing<br>twelve-month period, cash flow from operations was $32.4 million, or 17% of revenue. |
| --- | --- |
| • | Unlevered free cash flow was $19.1 million in the quarter, or 35% of revenue. For the trailing<br>twelve-month period, unlevered free cash flow was $63.4 million, or 33% of revenue. |
| --- | --- |
“We are pleased with our second quarter 2022 financial results,” said Robert Musslewhite, CEO of Definitive Healthcare. “We continued to see strong revenue growth and delivered adjusted EBITDA that demonstrates the leverage of our business model. Demand generation remains healthy, and we are confident in Definitive Healthcare’s growth prospects.”
1
Recent Business and Operating Highlights:
Customer Wins
In the second quarter, Definitive Healthcare continued to grow its enterprise client base, ending the quarter with 486 enterprise customers, defined as those customers with more than one hundred thousand dollars in annual recurring revenue. Significant customer wins included:
| • | A multi-year enterprise new business deal at a medical device company manufacturing compression pumps for<br>lymphedema patients. This customer will use Definitive Healthcare reference data, lab data, and account profiles to improve targeting, account profiles, and competitive analysis. |
|---|---|
| • | A multi-year upsell deal for Passport Promotional Mix at one of the world’s largest independent<br>biotechnology companies. This customer is a long-time user of the Analytical Wizards product suite, and it significantly increased its investment in the second quarter by adding seats and functionality to enable quarterly reporting and analysis of<br>its marketing investments. |
| --- | --- |
| • | Multiple wins at diversified companies that want to sell their goods and services into the healthcare market<br>included healthcare staffing and recruiting firms, national and state-level insurance companies, and multiple provider organizations ranging from small physician groups to large IDNs. In addition, new customers included the world’s leader in<br>electronic signatures and agreements, the largest specialty distributor of rehabilitation and sports medicine products in the United States, and one of the world’s largest coffee retailers. |
| --- | --- |
Innovation
In the second quarter of 2022, the company released Monocl ExpertInsight 2.0 and Expert GO. Monocl ExpertInsight 2.0 is the next generation of the company’s expert identification solution that significantly expands the capabilities of this product and provides customers access to nearly 13 million key opinion leaders. In this latest version, customers can use live filters that provide real-time updates of scientific activity by expert or therapeutic area and more granular search and key opinion leader mapping. ExpertGO is the new mobile app that enables users to access the Monocl platform from any location on any device.
More recently, the company launched Passport Express – the first product that integrates the comprehensive analytics built by Analytical Wizards with proprietary data from Definitive Healthcare. Definitive Healthcare acquired Analytical Wizards in February 2022, and in less than six months, the combined product and engineering teams designed and released a new product that delivers off-the-shelf healthcare commercial intelligence for more than 20 different therapy areas.
Business Outlook
Based on information as of August 4, 2022, the Company is issuing the following financial guidance.
Third Quarter 2022:
| • | Revenue is expected to be in the range of $56.0 – $57.0 million, a 31% increase year over<br>year. |
|---|---|
| • | Adjusted Operating Income is expected to be in the range of $14.5–<br>$15.5 million. |
| --- | --- |
| • | Adjusted EBITDA is expected to be in the range of $15.5– $16.5 million. |
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| • | Adjusted Net Income is expected to be $6.5 – $7.5 million. |
| --- | --- |
| • | Adjusted Net Income Per Diluted Share is expected to be $0.03 – $0.05 on approximately<br>155.4 million weighted-average shares outstanding. |
| --- | --- |
Full Year 2022:
| • | Revenue is expected to be in the range of $220.5 – $224.5 million, an increase of 34% from prior<br>year at the midpoint. |
|---|---|
| • | Adjusted Operating Income is expected to be in the range of $58.5 –<br>$61.5 million. |
| --- | --- |
| • | Adjusted EBITDA is expected to be in the range of $63.0 – $66.0 million. |
| --- | --- |
| • | Adjusted Net Income is expected to be $29.0 – $32.0 million. |
| --- | --- |
| • | Adjusted Net Income Per Diluted Share is expected to be $0.18– $0.21 on approximately<br>155.1 million weighted-average shares outstanding. |
| --- | --- |
Conference Call Information
Definitive Healthcare will host a conference call today, August 4, 2022, at 5:00 p.m. (Eastern Time) to discuss the Company’s financial results and current business outlook. To access the call, dial (844) 826-3033 (domestic) or (412) 317-5185 (international). The conference ID number is 10168289. Shortly after the conclusion of the call, a replay of this conference call will be available through August 18, 2022 at (844) 512-2921 (domestic) or (412) 317-6671 (international). The replay passcode is 10168289. A live audio webcast of the event will be available on the Definitive Healthcare’s Investor Relations website at https://ir.definitivehc.com/.
About Definitive Healthcare
At Definitive Healthcare, our passion is to transform data, analytics, and expertise into healthcare commercial intelligence. We help clients uncover the right markets, opportunities, and people, so they can shape tomorrow’s healthcare industry. Our SaaS platform creates new paths to commercial success in the healthcare market, so companies can identify where to go next.
Forward-Looking Statements
This press release may include forward-looking statements that reflect our current views with respect to future events and financial performance. Suchstatements are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and cangenerally be identified by words or phrases written in the future tense and/or preceded by words such as “likely,” “should,” “may,” “anticipates,” “intends,” “plans,” “seeks,”“believes,” “estimates,” “expects” or similar words or variations thereof, or the negative thereof, references to future periods, or by the inclusion of forecasts or projections, but these terms are not the exclusivemeans of identifying such statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding our outlook, financial guidance, the market, industry and macroeconomic environment, our business, growthstrategies, product development efforts and future expenses, customer growth and statements reflecting our expectations about our ability to execute on our strategic plans, achieve future growth and profitability and achieve our financial goals.
Forward-looking statements in this press release are based on our current expectations and assumptionsregarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict.As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include thefollowing: an outbreak of disease, global or localized health pandemic or epidemic, or the fear of such an event (such as the COVID-19 global pandemic), including the global economic uncertainty and measurestaken in response; the short- and long-term effects of the COVID-19 global pandemic, including the pace of recovery or any future resurgence; uncertainty regarding ongoing hostility between Russia and Ukraineand the related impact on macroeconomic conditions, actual or potential changes in international, national, regional and local economic, business and financial conditions, including recession, inflation and higher interest rates; our inability togenerate substantially all of our revenue and cash flows from sales of subscriptions to our platform and any decline in demand for our platform and the data we offer; the competitiveness of the market in which we operate and our ability to competeeffectively; the failure to maintain and improve our platform, or develop new modules or insights for healthcare commercial intelligence; the inability to obtain and maintain accurate, comprehensive or reliable data, which could result in reduceddemand for our platform; the risk that our recent growth rates may not be indicative of our future growth; the inability to achieve or sustain profitability in the future compared to historical levels as we increase investments in our business; theloss of our access to our data providers, which could negatively impact our platform; the failure to respond to advances in healthcare commercial intelligence; an inability to attract new customers and expand subscriptions of current customers; therisk of cyber-attacks and security vulnerabilities; and if our security measures are breached or unauthorized access to data is otherwise obtained, our platform may be perceived as not being secure, customers may reduce the use of or stop using ourplatform, and we may incur significant liabilities.
Additional factors or events that could cause our actual performance to differ from these forward-lookingstatements may emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, resultsof operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.
For additional discussion of factors that could impact our operational and financial results, refer to our Quarterly Report on Form 10-Q for the three months ended June 30, 2022 that will be filed following this earnings release and our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021, and our subsequent SEC filings, which are or will be available on the Investor Relations page of our website at ir.definitivehc.com and on the SEC website at www.sec.gov.
Any forward-looking statement made by us speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-lookingstatement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Website
Definitive Healthcare intends to use its website as a distribution channel of material company information. Financial and other important informationregarding the Company is routinely posted on and accessible through the Company’s website at https://www.definitivehc.com/. Accordingly, you should monitor the investor relations portion of our website athttps://ir.definitivehc.com/ in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enrollyour email address by visiting the “Email Alerts” section of our investor relations page at https://ir.definitivehc.com/.
Non-GAAP Financial Measures
We have presented supplementalnon-GAAP financial measures as part of this earnings release. We believe that these supplemental non-GAAP financial measures are useful to investors because they allowfor an evaluation of the company with a focus on the performance of its core operations, including providing meaningful comparisons of financial results to historical periods and to the financial results of peer and competitor companies. Areconciliation of GAAP to Non-GAAP results has been provided in the financial statement tables included at the end of this press release.
We refer to Unlevered Free Cash Flow, Adjusted EBITDA, Adjusted EBITDA Margin, AdjustedGross Profit, Adjusted Gross Margin, Adjusted Operating Income, Adjusted Net Income and Adjusted Net Income Per Diluted Share as non-GAAP financial measures. Thesenon-GAAP financial measures are not prepared in accordance with generally accepted accounting principles in the U.S., (“GAAP”). These are supplemental financial measures of our performance and shouldnot be considered substitutes for net (loss) income, gross profit or any other measure derived in accordance with GAAP.
We defineUnlevered Free Cash Flow as net cash provided from operating activities less purchases of property, equipment and other assets, plus cash interest expense and cash payments related to transaction and restructuring related expenses, earnouts andother non-recurring items. Unlevered Free Cash Flow does not represent residual cash flow available for discretionary expenditures since, among other things, we have mandatory debt servicerequirements.
We define EBITDA as earnings before debt-related costs, including interest expense, net and loss on extinguishment ofdebt, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude certain items of a significant or unusual nature, including other income and expense, equity-based compensation, transaction andrestructuring expenses and other non-recurring expenses. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA and Adjusted EBITDA Margin are key metrics used bymanagement and our board of directors to assess the profitability of our operations. We believe that Adjusted EBITDA and Adjusted EBITDA Margin provide useful measures to investors to assess our operating performance because these metrics eliminate non-recurring and unusual items and non-cash expenses, which we do not consider indicative of ongoing operational performance. We believe that these metrics are helpful toinvestors in measuring the profitability of our operations on a consolidated level.
We define Adjusted Gross Profit as revenue less cost of revenue (excludingacquisition-related depreciation and amortization and equity compensation costs) and Adjusted Gross Margin means Adjusted Gross Profit as a percentage of revenue. Adjusted Gross Profit differs from gross profit, in that gross profit includesacquisition-related depreciation and amortization expense and equity compensation costs. Adjusted Gross Profit and Adjusted Gross Margin are key metrics used by management and our board of directors to assess our operations. We excludeacquisition-related depreciation and amortization expenses as they have no direct correlation to the cost of operating our business on an ongoing basis. A small quantity of equity-based compensation is included in cost of revenue in accordance withGAAP but is excluded from our Adjusted Gross Profit calculations due to its non-cash nature.
We define Adjusted Operating Income as income (loss) from operations plus acquisition related amortization, equity-based compensation,transaction and restructuring expenses and other non-recurring expenses.
We define AdjustedNet Income as Adjusted Operating Income less interest expense, net, other expense, net, excluding TRA liability remeasurement expense and recurring income tax expense including the incremental tax effects of adjustments to arrive at AdjustedOperating Income. We define Adjusted Net Income Per Diluted Share as Adjusted Net Income divided by diluted outstanding shares.
Ouruse of these non-GAAP terms may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies and are notmeasures of performance calculated in accordance with GAAP. Our presentation of these non-GAAP financial measures are intended as supplemental measures of our performance that are not required by, or presentedin accordance with, GAAP. These non-GAAP financial measures should not be considered as alternatives to (loss) income from operations, net (loss) income, gross profit, earnings per share or any otherperformance measures derived in accordance with GAAP, or as measures of operating cash flows or liquidity.
We do not provide aquantitative reconciliation of the forward-looking non-GAAP financial measures included in this press release to the most directly comparable GAAP measures due to the high variability and difficulty to predictcertain items excluded from these non-GAAP financial measures; in particular, the effects of stock-based compensation expense, taxes and amounts under the exchange tax receivable agreement, deferred tax assetsand deferred tax liabilities, and restructuring and transaction expenses. We expect the variability of these excluded items may have a significant, and potentially unpredictable, impact on our future GAAP financial results.
In evaluating our non-GAAP financial measures,you should be aware that in the future we may incur expenses similar to those eliminated in these presentations.
Investor Contact: ****
Brian Denyeau
ICR for Definitive Healthcare
brian.denyeau@icrinc.com
646-277-1251
Media Contact:
Danielle Johns
djohns@definitivehc.com
Definitive Healthcare Corp.
Condensed Consolidated Balance Sheets
(amounts in thousands, except number of shares and par value)
| December 31, 2021 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 228,202 | 387,498 | |||
| Short-term investments | 118,216 | — | |||
| Accounts receivable, net | 31,734 | 43,336 | |||
| Prepaid expenses and other current assets | 9,591 | 6,518 | |||
| Current portion of deferred contract costs | 8,469 | 6,880 | |||
| Total current assets | 396,212 | 444,232 | |||
| Property and equipment, net | 4,760 | 5,069 | |||
| Operating lease<br>right-of-use assets, net | 10,552 | — | |||
| Other assets | 3,243 | 8,431 | |||
| Deferred contract costs, net of current portion | 12,933 | 11,667 | |||
| Investment in equity securities | — | 32,675 | |||
| Intangible assets, net | 372,196 | 352,470 | |||
| Goodwill | 1,322,959 | 1,261,444 | |||
| Total assets | 2,122,855 | $ | 2,115,988 | ||
| Liabilities and Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 6,692 | 4,651 | |||
| Accrued expenses and other current liabilities | 14,682 | 22,658 | |||
| Current portion of deferred revenue | 88,714 | 83,611 | |||
| Current portion of term loan | 6,875 | 6,875 | |||
| Current portion of operating lease liabilities | 2,225 | — | |||
| Total current liabilities | 119,188 | 117,795 | |||
| Long term liabilities: | |||||
| Deferred revenue | 278 | 412 | |||
| Term loan, net of current portion | 260,646 | 263,808 | |||
| Operating lease liabilities, net of current portion | 10,596 | — | |||
| Tax receivable agreements liability | 155,900 | 153,529 | |||
| Deferred tax liabilities | 85,596 | 75,888 | |||
| Other long-term liabilities | 1,951 | 1,294 | |||
| Total liabilities | 634,155 | 612,726 | |||
| Equity: | |||||
| Class A Common Stock, par value 0.001, 600,000,000 shares authorized, 100,484,715 and<br>97,030,095 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 100 | 97 | |||
| Class B Common Stock, par value 0.00001, 65,000,000 shares authorized, 54,745,380 and<br>52,196,192 shares issued and outstanding, respectively, at June 30, 2022, and 58,244,627 and 55,488,221 shares issued and outstanding, respectively at December 31, 2021 | — | — | |||
| Additional paid-in capital | 929,842 | 890,724 | |||
| Accumulated other comprehensive income | 1,994 | 62 | |||
| Accumulated deficit | (31,451 | ) | (17,677 | ) | |
| Noncontrolling interests | 588,215 | 630,056 | |||
| Total equity | 1,488,700 | 1,503,262 | |||
| Total liabilities and equity | 2,122,855 | $ | 2,115,988 |
All values are in US Dollars.
Definitive Healthcare Corp.
Condensed Consolidated Statements of Operations
(amounts in thousands, except share amounts and per share data; unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenue | $ | 54,548 | $ | 39,821 | $ | 104,672 | $ | 76,757 | ||||
| Cost of revenue: | ||||||||||||
| Cost of revenue exclusive of amortization<br>^(1)^ | 6,198 | 4,570 | 12,148 | 8,766 | ||||||||
| Amortization | 5,580 | 5,299 | 10,958 | 10,540 | ||||||||
| Gross profit | 42,770 | 29,952 | 81,566 | 57,451 | ||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing ^(1)^ | 23,585 | 12,884 | 44,878 | 24,627 | ||||||||
| Product development ^(1)^ | 8,706 | 4,277 | 15,556 | 8,071 | ||||||||
| General and administrative ^(1)^ | 9,392 | 6,375 | 19,846 | 11,011 | ||||||||
| Depreciation and amortization | 10,194 | 9,608 | 20,068 | 19,054 | ||||||||
| Transaction and restructuring expenses | 2,107 | 3,431 | 3,417 | 3,469 | ||||||||
| Total operating expenses | 53,984 | 36,575 | 103,765 | 66,232 | ||||||||
| Loss from operations | (11,214 | ) | (6,623 | ) | (22,199 | ) | (8,781 | ) | ||||
| Other income (expense), net: | ||||||||||||
| Other income (expense), net | 4,002 | (100 | ) | 3,901 | 24 | |||||||
| Interest expense, net | (2,580 | ) | (8,316 | ) | (4,464 | ) | (16,770 | ) | ||||
| Total other income (expense), net | 1,422 | (8,416 | ) | (563 | ) | (16,746 | ) | |||||
| Net loss before income taxes | (9,792 | ) | (15,039 | ) | (22,762 | ) | (25,527 | ) | ||||
| Income tax benefit | 213 | — | 126 | — | ||||||||
| Net loss | (9,579 | ) | (15,039 | ) | (22,636 | ) | (25,527 | ) | ||||
| Less: Net loss attributable to Definitive OpCo prior to the Reorganization Transactions | — | (15,039 | ) | — | (25,527 | ) | ||||||
| Less: Net loss attributable to noncontrolling interests | (4,429 | ) | — | (8,862 | ) | — | ||||||
| Net loss attributable to Definitive Healthcare Corp. | $ | (5,150 | ) | $ | — | $ | (13,774 | ) | $ | — | ||
| Net loss per share of Class A Common Stock: | ||||||||||||
| Basic and diluted | $ | (0.05 | ) | N/A | $ | (0.14 | ) | N/A | ||||
| Weighted average Class A Common Stock outstanding: | ||||||||||||
| Basic and diluted | 99,203,697 | N/A | 98,186,909 | N/A | ||||||||
| ^(1)^ | Amounts include equity-based compensation expense as follows: | |||||||||||
| --- | --- | |||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Cost of revenue | $ | 230 | $ | 16 | $ | 462 | $ | 31 | ||||
| Sales and marketing | 5,056 | 139 | 8,802 | 241 | ||||||||
| Product development | 1,841 | 78 | 3,130 | 154 | ||||||||
| General and administrative | 1,878 | 1,382 | 3,483 | 1,595 | ||||||||
| Total equity-based compensation expense | $ | 9,005 | $ | 1,615 | $ | 15,877 | $ | 2,021 |
Definitive Healthcare Corp.
Condensed Consolidated Statements of Cash Flows
(amounts in thousands; unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | $ | (9,579 | ) | $ | (15,039 | ) | $ | (22,636 | ) | (25,527 | ) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 727 | 400 | 1,252 | 741 | ||||||||
| Amortization of intangible assets | 15,047 | 14,507 | 29,774 | 28,853 | ||||||||
| Amortization of deferred contract costs | 2,116 | 1,059 | 3,991 | 1,902 | ||||||||
| Equity-based compensation | 9,005 | 1,615 | 15,877 | 2,021 | ||||||||
| Amortization of debt issuance costs | 175 | 524 | 351 | 1,047 | ||||||||
| Allowance for doubtful accounts | (3 | ) | (140 | ) | 6 | (105 | ) | |||||
| Non-cash restructuring charges related to office<br>leases | 1,023 | — | 1,023 | — | ||||||||
| Tax receivable agreement remeasurement | (3,391 | ) | — | (3,143 | ) | — | ||||||
| Changes in fair value of contingent consideration | — | 3,381 | — | 3,381 | ||||||||
| Deferred income taxes | (233 | ) | — | (164 | ) | — | ||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | 6,744 | 6,077 | 15,270 | 10,476 | ||||||||
| Prepaid expenses and other current assets | 627 | (55 | ) | 1,319 | (614 | ) | ||||||
| Deferred contract costs | (3,547 | ) | (3,188 | ) | (6,846 | ) | (6,042 | ) | ||||
| Contingent consideration accrual | — | — | (6,400 | ) | — | |||||||
| Accounts payable, accrued expenses and other current liabilities | 1,341 | 1,789 | (2,238 | ) | (2,119 | ) | ||||||
| Deferred revenue | (4,571 | ) | (2,516 | ) | 1,678 | 7,927 | ||||||
| Net cash provided by operating activities | 15,481 | 8,414 | 29,114 | 21,941 | ||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchases of property, equipment and other assets | (783 | ) | (1,380 | ) | (1,577 | ) | (5,222 | ) | ||||
| Purchases of short-term investments | (53,398 | ) | — | (162,957 | ) | — | ||||||
| Maturities of short-term investments | 44,000 | — | 44,000 | — | ||||||||
| Cash paid for acquisitions, net of cash acquired | — | — | (56,499 | ) | — | |||||||
| Net cash used in investing activities | (10,181 | ) | (1,380 | ) | (177,033 | ) | (5,222 | ) | ||||
| Cash flows from financing activities: | ||||||||||||
| Repayments of term loans | (1,719 | ) | (1,170 | ) | (3,438 | ) | (2,340 | ) | ||||
| Payment of contingent consideration | — | (1,500 | ) | (1,100 | ) | (1,500 | ) | |||||
| Payments of equity offering issuance costs | — | (1,268 | ) | (1,299 | ) | (1,394 | ) | |||||
| Member contributions | — | 5,500 | — | 5,500 | ||||||||
| Member distributions | (5,029 | ) | (3,328 | ) | (5,287 | ) | (3,328 | ) | ||||
| Net cash used in financing activities | (6,748 | ) | (1,766 | ) | (11,124 | ) | (3,062 | ) | ||||
| Net (decrease) increase in cash and cash equivalents | (1,448 | ) | 5,268 | (159,043 | ) | 13,657 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (145 | ) | 91 | (253 | ) | 7 | ||||||
| Cash and cash equivalents, beginning of period | 229,795 | 33,079 | 387,498 | 24,774 | ||||||||
| Cash and cash equivalents, end of period | $ | 228,202 | $ | 38,438 | $ | 228,202 | $ | 38,438 | ||||
| Supplemental cash flow disclosures: | ||||||||||||
| Cash paid during the period for: | ||||||||||||
| Interest | $ | 2,579 | $ | 7,933 | $ | 4,350 | $ | 15,972 | ||||
| Income taxes | $ | — | $ | 13 | $ | — | $ | 13 | ||||
| Acquisitions: | ||||||||||||
| Net assets acquired, net of cash acquired | $ | — | $ | — | $ | 97,499 | $ | — | ||||
| Initial cash investment in prior year | — | — | (40,000 | ) | — | |||||||
| Contingent consideration | — | — | (1,000 | ) | — | |||||||
| Net cash paid for acquisitions | $ | — | $ | — | $ | 56,499 | $ | — | ||||
| Supplemental disclosure of non-cash investingactivities: | ||||||||||||
| Capital expenditures included in accrued expenses | $ | 3,500 | $ | — | $ | 3,500 | $ | — | ||||
| Supplemental disclosure of non-cash financingactivities: | ||||||||||||
| Unpaid public offering costs included in accrued expenses | $ | — | $ | 2,426 | $ | — | $ | 2,426 |
Definitive Healthcare Corp.
Reconciliations of Non-GAAP Financial Measures to Closest GAAP Equivalent
Reconciliation of GAAP Operating Cash Flow to Unlevered Free Cash Flow
(in thousands; unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Cash flow from operations | $ | 15,481 | $ | 8,414 | $ | 29,114 | $ | 21,941 | ||||
| Purchases of property, equipment and other assets | (783 | ) | (1,380 | ) | (1,577 | ) | (5,222 | ) | ||||
| Interest paid in cash | 2,579 | 7,933 | 4,350 | 15,972 | ||||||||
| Transaction and restructuring expenses paid in cash^(a)^ | 1,185 | 50 | 2,495 | 88 | ||||||||
| Earnout payment ^(b)^ | — | — | 6,400 | — | ||||||||
| Other non-recurring items ^(c)^ | 595 | 1,069 | 2,191 | 2,164 | ||||||||
| Unlevered Free Cash Flow | $ | 19,057 | $ | 16,086 | $ | 42,973 | $ | 34,943 | ||||
| (a) | Transaction expenses paid in cash primarily represent legal, accounting and consulting expenses related to our<br>acquisitions. Restructuring expenses paid in cash primarily represent rent and exit costs related to office relocations. | |||||||||||
| --- | --- | |||||||||||
| (b) | Earnout payment represents final settlement of contingent consideration included in cash flow from operations.<br> | |||||||||||
| --- | --- | |||||||||||
| (c) | Non-recurring items represent expenses that are typically one-time or non-operational in nature. | |||||||||||
| --- | --- |
Reconciliation of GAAP Net Loss to Adjusted Net Income and
GAAP Operating Loss to Adjusted Operating Loss
(in thousands, except per share amounts; unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net loss | $ | (9,579 | ) | $ | (15,039 | ) | $ | (22,636 | ) | $ | (25,527 | ) |
| Add: Income tax provision (benefit) | (213 | ) | — | (126 | ) | — | ||||||
| Add: Interest expense, net | 2,580 | 8,316 | 4,464 | 16,770 | ||||||||
| Add: Other expense (income), net | (4,002 | ) | 100 | (3,901 | ) | (24 | ) | |||||
| Loss from operations | (11,214 | ) | (6,623 | ) | (22,199 | ) | (8,781 | ) | ||||
| Add: Amortization of intangible assets acquired through business combinations | 14,769 | 14,250 | 29,220 | 28,342 | ||||||||
| Add: Equity-based compensation | 9,005 | 1,615 | 15,877 | 2,021 | ||||||||
| Add: Transaction and restructuring expenses | 2,107 | 3,431 | 3,417 | 3,469 | ||||||||
| Add: Other non-recurring items | 595 | 1,069 | 2,191 | 2,164 | ||||||||
| Adjusted Operating Income | 15,262 | 13,742 | 28,506 | 27,215 | ||||||||
| Less: Interest expense, net | (2,580 | ) | (8,316 | ) | (4,464 | ) | (16,770 | ) | ||||
| Less: Recurring income tax benefit (provision) | 213 | — | 518 | — | ||||||||
| Less: Foreign currency gain | 611 | (100 | ) | 758 | 24 | |||||||
| Less: Tax impacts of adjustments to net income (loss) | (4,587 | ) | (3,299 | ) | (8,748 | ) | (5,832 | ) | ||||
| Adjusted Net Income | $ | 8,919 | $ | 2,027 | $ | 16,570 | $ | 4,637 | ||||
| Shares for Adjusted Net Income Per Diluted Share ^(a)^ | 154,658,469 | 154,422,508 | ||||||||||
| Adjusted Net Income Per Share | $ | 0.06 | $ | 0.11 | ||||||||
| (a) | Diluted Adjusted Net Income Per Share is computed by giving effect to all potential weighted average<br>Class A common stock and any securities that are convertible into Class A common stock, including Definitive OpCo units and restricted stock units. The dilutive effect of outstanding awards and convertible securities is reflected in<br>diluted earnings per share by application of the treasury stock method assuming proceeds from unrecognized compensation as required by GAAP. Fully diluted shares are 158,992,716 as of June 30, 2022. | |||||||||||
| --- | --- |
Reconciliation of Adjusted EBITDA to GAAP Net Loss
(in thousands; unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net loss | $ | (9,579 | ) | $ | (15,039 | ) | $ | (22,636 | ) | $ | (25,527 | ) |
| Interest expense, net | 2,580 | 8,316 | 4,464 | 16,770 | ||||||||
| Income tax provision (benefit) | (213 | ) | — | (126 | ) | — | ||||||
| Depreciation & amortization | 15,774 | 14,907 | 31,026 | 29,594 | ||||||||
| EBITDA | 8,562 | 8,184 | 12,728 | 20,837 | ||||||||
| Other (income) expense, net ^(a)^ | (4,002 | ) | 100 | (3,901 | ) | (24 | ) | |||||
| Equity-based compensation ^(b)^ | 9,005 | 1,615 | 15,877 | 2,021 | ||||||||
| Transaction and restructuring expenses ^(c)^ | 2,107 | 3,431 | 3,417 | 3,469 | ||||||||
| Other non-recurring items ^(d)^ | 595 | 1,069 | 2,191 | 2,164 | ||||||||
| Adjusted EBITDA | $ | 16,267 | $ | 14,399 | $ | 30,312 | $ | 28,467 | ||||
| Revenue | $ | 54,548 | $ | 39,821 | $ | 104,672 | $ | 76,757 | ||||
| Adjusted EBITDA margin | 30 | % | 36 | % | 29 | % | 37 | % | ||||
| (a) | Primarily represents foreign exchange and TRA liability remeasurement gains and losses. | |||||||||||
| --- | --- | |||||||||||
| (b) | Equity-based compensation represents non-cash compensation expense<br>recognized in association with equity awards made to employees and directors. | |||||||||||
| --- | --- | |||||||||||
| (c) | Transaction expenses primarily represent legal, accounting and consulting expenses and fair value adjustments<br>for contingent consideration related to our acquisitions. Restructuring expenses relate to impairment and restructuring charges related to office relocations. | |||||||||||
| --- | --- | |||||||||||
| (d) | Non-recurring items represent expenses that are typically one-time or non-operational in nature. | |||||||||||
| --- | --- |
Reconciliation of Adjusted Gross Profit to GAAP Gross Profit
(in thousands; unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Reported gross profit | $ | 42,770 | $ | 29,952 | $ | 81,566 | $ | 57,451 | ||||
| Amortization of intangible assets resulting from acquisition-related purchase accounting<br>adjustments ^(a)^ | 5,302 | 5,042 | 10,404 | 10,029 | ||||||||
| Equity-based compensation | 230 | 16 | 462 | 31 | ||||||||
| Adjusted Gross Profit | $ | 48,302 | $ | 35,010 | $ | 92,432 | $ | 67,511 | ||||
| Revenue | $ | 54,548 | $ | 39,821 | $ | 104,672 | $ | 76,757 | ||||
| Adjusted Gross Margin | 89 | % | 88 | % | 88 | % | 88 | % | ||||
| (a) | Amortization of intangible assets resulting from purchase accounting adjustments represents non-cash amortization of acquired intangibles, primarily resulting from the Advent acquisition. | |||||||||||
| --- | --- |