EX-99.1 2 dh-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

 

 

Definitive Healthcare Reports Financial Results for Second Quarter Fiscal Year 2025

Second Quarter Revenue Exceeded Guidance

Framingham, MA (August 7, 2025) Definitive Healthcare Corp. (“Definitive Healthcare” or the “Company”) (Nasdaq: DH), an industry leader in healthcare commercial intelligence, today announced financial results for the quarter ended June 30, 2025.

Second Quarter 2025 Financial Highlights:

Revenue was $60.8 million, a decrease of 5% from $63.7 million in Q2 2024.

 

Net Loss was $(9.3) million, or (15)% of revenue, compared to $(306.2) million in Q2 2024, inclusive of goodwill impairment charges of $363.6 million, or (480)% of revenue.

 

Adjusted Net Income was $9.7 million, compared to $14.2 million in Q2 2024.

 

Adjusted EBITDA was $18.7 million, or 31% of revenue, compared to $20.9 million, or 33% of revenue in Q2 2024.

 

Cash Flow from Operations was $9.3 million in the quarter.

 

Unlevered Free Cash Flow was $11.5 million in the quarter.

 

“Overall, we continue to make progress on our strategic priorities. While there is still more that needs to be done, our conviction that we are taking the right steps to improve the business has increased.” said Kevin Coop, CEO of Definitive Healthcare. “As a result of our progress in the first half of the year, we are increasing the midpoint of our revenue guidance and raising our adjusted EBITDA outlook for the year.”

 


 

Recent Business and Operating Highlights:

Customer Wins

In the second quarter, Definitive Healthcare continued to win new logos and expansion opportunities across all end-markets, by providing the data, insights and integrations that drive their critical business use cases. Customer wins for the quarter included:

A healthcare revenue cycle management firm selected Definitive Healthcare to improve their go-to-market execution after struggling with poor data quality from a competitor. The superiority of Definitive Healthcare’s data, including up-to-date information on revenue cycle executives, organizational charts, contact data, payer mix, and claims analytics, as well as our ability to integrate with HubSpot and the hands-on support from our integration team, were instrumental in winning this competitive displacement.
A digital health organization returned to Definitive Healthcare after non-renewing in 2022. Our custom reporting capabilities, especially around Medicaid claims activity—including active, rejected, and reversed transactions—were critical in delivering the physician-level market intelligence they required.
A healthcare focused private equity firm expanded their relationship with Definitive Healthcare as a key part of their diligence strategy as they shifted their focus from providers toward technology and therapy companies. Population Insights dashboards from our Populi platform proved to be a strong fit and quickly resonated.

 


 

Business Outlook

Based on information as of August 7, 2025, the Company is issuing the following financial guidance.

Third Quarter 2025:

Revenue is expected to be in the range of $59.0 – $60.0 million.
Adjusted Operating Income is expected to be in the range of $12.5 – $13.5 million.
Adjusted EBITDA is expected to be in the range of $15.5 – $16.5 million, and 26 – 28% adjusted EBITDA margin.
Adjusted Net Income is expected to be $7.5 – $8.5 million.
Adjusted Net Income Per Diluted Share is expected to be $0.05 to $0.06 per share on approximately 146.1 million weighted-average shares outstanding.

Full Year 2025:

Revenue is expected to be in the range of $237.0 – $240.0 million, raising the bottom end of our prior range by $3.0 million.
Adjusted Operating Income is expected to be in the range of $52.0 – $55.0 million.
Adjusted EBITDA is expected to be in the range of $64.0 – $67.0 million, and 27 – 28% adjusted EBITDA margin.
Adjusted Net Income is expected to be $32.5 – $34.5 million.
Adjusted Net Income Per Diluted Share is expected to be $0.22 to $0.23 per share on approximately 147.9 million weighted-average shares outstanding.

We do not provide a quantitative 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 in predicting certain items excluded from these non-GAAP financial measures; in particular, the effects of equity-based compensation expense, taxes and amounts under the tax receivable agreement, deferred tax assets and deferred tax liabilities, and transaction, integration, and restructuring expenses. We expect the variability of these excluded items may have a significant and potentially unpredictable impact on our future GAAP financial results.

 


 

Conference Call Information

Definitive Healthcare will host a conference call today August 7, 2025, at 5:00 p.m. (Eastern Daylight Time) to discuss the Company's full financial results and current business outlook. Participants may access the call at 1-877-358-7298 or 1-848-488-9244. Shortly after the conclusion of the call, a replay of this conference call will be available through September 6, 2025, at 1-800-645-7964 or 1-757-849-6722. The replay passcode is 1765#. A live audio webcast of the event will be available on 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. Learn more at definitivehc.com.

 


 

Forward-Looking Statements

This press release includes forward-looking statements that reflect our current views with respect to future events and financial performance. Such statements 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 can generally be identified by words or phrases written in the future tense and/or preceded by words such as “likely,” “will,” “should,” “may,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “assumes,” “would,” “potentially” 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 exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding our outlook, financial guidance, the benefits of our healthcare commercial intelligence solutions, our overall future prospects, customer behaviors and use of our solutions, the market, industry and macroeconomic environment, our plans to improve our operational and financial performance and our business, our ability to execute on our plans, customer growth, including our upsell and cross-sell opportunities, and our ability to successfully transition executive leadership.

Forward-looking statements in this press release are based on our current expectations and assumptions regarding 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 the following: global geopolitical tension and difficult macroeconomic conditions; actual or potential changes in international, national, regional and local economic, business and financial conditions, including tariffs, sanctions, trade barriers, recessions, fluctuating inflation, high interest rates, volatility in the capital markets and related market uncertainty; our inability to acquire new customers and generate additional revenue from existing customers; our inability to generate sales of subscriptions to our platform or 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 compete effectively; 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 reduced demand for our platform; the loss of our access to our data providers; the failure to respond to advances in healthcare commercial intelligence; an inability to attract new customers and expand subscriptions of current customers; our ability to successfully transition executive leadership; and the possibility that our security measures are breached or unauthorized access to data is otherwise obtained.

 


 

Additional factors or events that could cause our actual performance to differ from these forward-looking statements 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, results of 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, 2025 that will be filed following this earnings release, as well as our Current Reports on Form 8-K and other 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.

All information in this press release speaks only as of the date on which it is made. We undertake no obligation to publicly update this information, 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 information regarding 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 at https://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 enroll your 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 supplemental non-GAAP financial measures as part of this earnings release. We believe that these supplemental non-GAAP financial measures are useful to investors because they allow for 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. Our use 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 not measures 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 presented in accordance with, GAAP. These non-GAAP financial measures should not be considered as alternatives to loss from operations, net loss, earnings per share, or any other performance measures derived in accordance with GAAP or as measures of operating cash flows or liquidity. A reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included at the end of this press release. 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.

We refer to Unlevered Free Cash Flow, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income, Adjusted Net Income and Adjusted Net Income Per Diluted Share as non-GAAP financial measures. These non-GAAP financial measures are not required by or prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). These are supplemental financial measures of our performance and should not be considered substitutes for cash provided by (used in) operating activities, loss from operations, net (loss) income, net (loss) income margin, gross profit, gross margin, or any other measure derived in accordance with GAAP.

We define Unlevered Free Cash Flow as net cash provided by operating activities less purchases of property, equipment and other assets, plus cash interest expense, and cash payments related to transaction, integration, and restructuring related expenses, earnouts, and other non-core items. Unlevered Free Cash Flow does not represent residual cash flow available for discretionary expenditures since, among other things, we have mandatory debt service requirements.

We define EBITDA as earnings before debt-related costs, including interest expense (income), net, and loss on partial extinguishment of debt, 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, net, equity-based compensation, transaction, integration, and restructuring expenses, goodwill impairments and other non-core expenses. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA and Adjusted EBITDA Margin are key metrics used by management and our board of directors to assess the profitability of our operations. We believe that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to help investors to assess our operating performance because these metrics eliminate non-core

 


 

and unusual items and non-cash expenses, which we do not consider indicative of ongoing operational performance. We believe that these metrics are helpful to investors in measuring the profitability of our operations on a consolidated level.

We define Adjusted Gross Profit as gross profit excluding acquisition-related amortization and equity-based compensation costs and Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of revenue. Adjusted Gross Profit and Adjusted Gross Margin are key metrics used by management and our board of directors to assess our operations. We exclude acquisition-related depreciation and amortization expenses as they have no direct correlation to the cost of operating our business on an ongoing basis. A small portion of equity-based compensation is included in cost of revenue in accordance with GAAP but is excluded from our Adjusted Gross Profit calculations due to its non-cash nature.

We define Adjusted Operating Income as loss from operations plus acquisition related amortization, equity-based compensation, transaction, integration, and restructuring expenses, goodwill impairments and other non-core expenses.

We define Adjusted Net Income as Adjusted Operating Income less interest (expense), income net, recurring income tax (provision) benefit, foreign currency gain (loss), and tax impacts of adjustments. We define Adjusted Net Income Per Diluted Share as Adjusted Net Income divided by diluted outstanding shares.

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:

Bethany Swackhamer
bswackhamer@definitivehc.com

 

 


 

 

Definitive Healthcare Corp.

 

Condensed Consolidated Balance Sheets

 

(in thousands, except number of shares and par value; unaudited)

 

 

 

 

 

 

 

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

80,984

 

 

$

105,378

 

Short-term investments

 

 

103,217

 

 

 

184,786

 

Accounts receivable, net

 

 

37,507

 

 

 

53,232

 

Prepaid expenses and other assets

 

 

14,305

 

 

 

13,040

 

Deferred contract costs

 

 

13,181

 

 

 

13,736

 

Total current assets

 

 

249,194

 

 

 

370,172

 

Property and equipment, net

 

 

10,512

 

 

 

3,791

 

Operating lease right-of-use assets, net

 

 

6,604

 

 

 

7,521

 

Other assets

 

 

2,578

 

 

 

2,300

 

Deferred contract costs

 

 

13,268

 

 

 

14,389

 

Intangible assets, net

 

 

271,237

 

 

 

297,933

 

Goodwill

 

 

216,752

 

 

 

393,283

 

Total assets

 

$

770,145

 

 

$

1,089,389

 

Liabilities and Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

 

7,898

 

 

 

10,763

 

Accrued expenses and other liabilities

 

 

31,271

 

 

 

40,896

 

Deferred revenue

 

 

100,874

 

 

 

93,344

 

Term loan

 

 

8,750

 

 

 

13,750

 

Operating lease liabilities

 

 

2,459

 

 

 

2,408

 

Total current liabilities

 

 

151,252

 

 

 

161,161

 

Long term liabilities:

 

 

 

 

 

 

Deferred revenue

 

 

574

 

 

 

32

 

Term loan

 

 

160,285

 

 

 

229,368

 

Operating lease liabilities

 

 

6,462

 

 

 

7,586

 

Tax receivable agreements liability

 

 

22,605

 

 

 

49,511

 

Deferred tax liabilities

 

 

14,288

 

 

 

25,088

 

Other liabilities

 

 

3,446

 

 

 

9,449

 

Total liabilities

 

 

358,912

 

 

 

482,195

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Class A Common Stock, par value $0.001, 600,000,000 shares authorized, 104,746,981 and 113,953,554 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

 

 

105

 

 

 

114

 

Class B Common Stock, par value $0.00001, 65,000,000 shares authorized, 38,395,357 shares issued and outstanding at June 30, 2025, and 39,439,198 and 39,375,806 shares issued and outstanding, respectively, at December 31, 2024

 

 

 

 

 

 

Additional paid-in capital

 

 

1,060,200

 

 

 

1,085,445

 

Accumulated other comprehensive deficit

 

 

(1,337

)

 

 

(610

)

Accumulated deficit

 

 

(755,353

)

 

 

(640,574

)

Noncontrolling interests

 

 

107,618

 

 

 

162,819

 

Total equity

 

 

411,233

 

 

 

607,194

 

Total liabilities and equity

 

$

770,145

 

 

$

1,089,389

 

 


 

 

 

Definitive Healthcare Corp.

 

Condensed Consolidated Statements of Operations

 

(in thousands, except share amounts and per share data; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

60,750

 

 

$

63,737

 

 

$

119,941

 

 

$

127,217

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue exclusive of amortization (1)

 

 

8,800

 

 

 

9,904

 

 

 

18,941

 

 

 

19,640

 

Amortization

 

 

5,337

 

 

 

3,379

 

 

 

10,627

 

 

 

6,741

 

Gross profit

 

 

46,613

 

 

 

50,454

 

 

 

90,373

 

 

 

100,836

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing (1)

 

 

20,469

 

 

 

21,545

 

 

 

41,122

 

 

 

43,305

 

Product development (1)

 

 

7,968

 

 

 

10,122

 

 

 

17,269

 

 

 

20,254

 

General and administrative (1)

 

 

12,673

 

 

 

12,527

 

 

 

24,942

 

 

 

29,410

 

Depreciation and amortization

 

 

9,001

 

 

 

9,409

 

 

 

17,528

 

 

 

18,731

 

Transaction, integration, and restructuring expenses

 

 

672

 

 

 

2,851

 

 

 

1,937

 

 

 

11,385

 

Goodwill impairment

 

 

-

 

 

 

363,641

 

 

 

176,531

 

 

 

363,641

 

Total operating expenses

 

 

50,783

 

 

 

420,095

 

 

 

279,329

 

 

 

486,726

 

Loss from operations

 

 

(4,170

)

 

 

(369,641

)

 

 

(188,956

)

 

 

(385,890

)

Other (expense) income, net

 

 

 

 

 

 

 

 

 

 

 

 

Interest (expense) income, net

 

 

(1,241

)

 

 

(46

)

 

 

(1,622

)

 

 

65

 

Other (expense) income, net

 

 

(3,398

)

 

 

41,600

 

 

 

15,790

 

 

 

44,240

 

Total other (expense) income, net

 

 

(4,639

)

 

 

41,554

 

 

 

14,168

 

 

 

44,305

 

Net loss before income taxes

 

 

(8,809

)

 

 

(328,087

)

 

 

(174,788

)

 

 

(341,585

)

(Provision for) benefit from income taxes

 

 

(456

)

 

 

21,900

 

 

 

10,430

 

 

 

22,680

 

Net loss

 

 

(9,265

)

 

 

(306,187

)

 

 

(164,358

)

 

 

(318,905

)

Less: Net loss attributable to noncontrolling interests

 

 

(1,714

)

 

 

(92,552

)

 

 

(49,579

)

 

 

(95,752

)

Net loss attributable to Definitive Healthcare Corp.

 

$

(7,551

)

 

$

(213,635

)

 

$

(114,779

)

 

$

(223,153

)

Net loss per share of Class A Common Stock:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.07

)

 

$

(1.81

)

 

$

(1.05

)

 

$

(1.90

)

Weighted average Class A Common Stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

106,815,740

 

 

 

117,750,392

 

 

 

109,782,640

 

 

 

117,591,956

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Amounts include equity-based compensation expense as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of revenue

 

$

180

 

 

$

309

 

 

$

340

 

 

$

580

 

Sales and marketing

 

 

1,038

 

 

 

1,686

 

 

 

2,217

 

 

 

3,957

 

Product development

 

 

1,416

 

 

 

2,949

 

 

 

3,155

 

 

 

5,710

 

General and administrative

 

 

4,346

 

 

 

3,898

 

 

 

8,587

 

 

 

14,177

 

Total equity-based compensation expense

 

$

6,980

 

 

$

8,842

 

 

$

14,299

 

 

$

24,424

 

 

 


 

 

Definitive Healthcare Corp.

 

Condensed Consolidated Statements of Cash Flows

 

(in thousands; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cash flows provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(9,265

)

 

$

(306,187

)

 

$

(164,358

)

 

$

(318,905

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

868

 

 

 

603

 

 

 

1,459

 

 

 

1,157

 

Amortization of intangible assets

 

 

13,470

 

 

 

12,185

 

 

 

26,696

 

 

 

24,315

 

Amortization of deferred contract costs

 

 

3,988

 

 

 

3,828

 

 

 

7,935

 

 

 

7,520

 

Equity-based compensation

 

 

6,980

 

 

 

8,842

 

 

 

14,299

 

 

 

24,424

 

Amortization of debt issuance costs

 

 

123

 

 

 

175

 

 

 

249

 

 

 

351

 

(Recovery of) provision for doubtful accounts receivable

 

 

(179

)

 

 

317

 

 

 

(321

)

 

 

528

 

Loss on partial extinguishment of debt

 

 

 

 

 

 

 

 

507

 

 

 

 

Non-cash restructuring charges

 

 

 

 

 

1,047

 

 

 

192

 

 

 

1,047

 

Goodwill impairment charges

 

 

 

 

 

363,641

 

 

 

176,531

 

 

 

363,641

 

Tax receivable agreement remeasurement

 

 

2,901

 

 

 

(41,701

)

 

 

(17,763

)

 

 

(43,968

)

Changes in fair value of contingent consideration

 

 

 

 

 

 

 

 

(690

)

 

 

270

 

Deferred income taxes

 

 

398

 

 

 

(21,988

)

 

 

(10,609

)

 

 

(22,835

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

5,523

 

 

 

12,201

 

 

 

15,874

 

 

 

15,200

 

Prepaid expenses and other assets

 

 

1,453

 

 

 

(2,859

)

 

 

(4,230

)

 

 

(4,258

)

Deferred contract costs

 

 

(2,465

)

 

 

(2,980

)

 

 

(6,259

)

 

 

(5,679

)

Contingent consideration

 

 

 

 

 

 

 

 

 

 

 

(602

)

Accounts payable, accrued expenses, and other liabilities

 

 

(3,400

)

 

 

(2,058

)

 

 

(12,145

)

 

 

(10,289

)

Deferred revenue

 

 

(11,091

)

 

 

(11,026

)

 

 

8,003

 

 

 

(1,288

)

Net cash provided by operating activities

 

 

9,304

 

 

 

14,040

 

 

 

35,370

 

 

 

30,629

 

Cash flows (used in) provided by investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property, equipment, and other assets

 

 

(2,293

)

 

 

(410

)

 

 

(9,999

)

 

 

(676

)

Purchases of short-term investments

 

 

(52,065

)

 

 

(40,120

)

 

 

(64,065

)

 

 

(123,946

)

Maturities of short-term investments

 

 

44,196

 

 

 

55,464

 

 

 

147,447

 

 

 

129,052

 

Cash paid for acquisitions, net of cash acquired

 

 

 

 

 

 

 

 

 

 

 

(13,530

)

Net cash (used in) provided by investing activities

 

 

(10,162

)

 

 

14,934

 

 

 

73,383

 

 

 

(9,100

)

Cash flows (used in) provided by financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Repayments of term loan

 

 

(2,188

)

 

 

(3,437

)

 

 

(248,438

)

 

 

(6,875

)

Proceeds from term loan

 

 

 

 

 

 

 

 

175,000

 

 

 

 

Payments of debt issuance costs

 

 

 

 

 

 

 

 

(1,660

)

 

 

 

Taxes paid related to net share settlement of equity awards

 

 

(609

)

 

 

(969

)

 

 

(2,483

)

 

 

(6,775

)

Repurchases of Class A Common Stock

 

 

(19,076

)

 

 

(7,003

)

 

 

(40,231

)

 

 

(7,003

)

Payments of contingent consideration

 

 

 

 

 

 

 

 

 

 

 

(1,000

)

Payments under tax receivable agreement

 

 

 

 

 

 

 

 

(13,767

)

 

 

(6,950

)

Member distributions

 

 

(2,827

)

 

 

(2,713

)

 

 

(2,827

)

 

 

(2,713

)

Net cash used in financing activities

 

 

(24,700

)

 

 

(14,122

)

 

 

(134,406

)

 

 

(31,316

)

Net (decrease) increase in cash and cash equivalents

 

 

(25,558

)

 

 

14,852

 

 

 

(25,653

)

 

 

(9,787

)

Effect of exchange rate changes on cash and cash equivalents

 

 

443

 

 

 

55

 

 

 

1,259

 

 

 

(288

)

Cash and cash equivalents, beginning of period

 

 

106,099

 

 

 

105,994

 

 

 

105,378

 

 

 

130,976

 

Cash and cash equivalents, end of period

 

$

80,984

 

 

$

120,901

 

 

$

80,984

 

 

$

120,901

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

2,959

 

 

$

3,590

 

 

$

5,201

 

 

$

7,232

 

Income taxes

 

$

 

 

$

 

 

$

32

 

 

$

 

Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

Net assets acquired, net of cash acquired

 

$

 

 

$

 

 

$

 

 

$

13,675

 

Working capital adjustment receivable

 

 

 

 

 

 

 

 

 

 

 

(145

)

Net cash paid for acquisitions

 

$

 

 

$

 

 

$

 

 

$

13,530

 

Supplemental disclosure of non-cash investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures included in accounts payable and accrued expenses and other liabilities

 

$

4,947

 

 

$

1,091

 

 

$

4,947

 

 

$

1,091

 

 

 


 

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,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net cash provided by operating activities

$

9,304

 

 

$

14,040

 

 

$

35,370

 

 

$

30,629

 

Purchases of property, equipment, and other assets

 

(2,293

)

 

 

(410

)

 

 

(9,999

)

 

 

(676

)

Interest paid in cash

 

2,959

 

 

 

3,590

 

 

 

5,201

 

 

 

7,232

 

Transaction, integration, and restructuring expenses paid in cash (a)

 

672

 

 

 

1,804

 

 

 

2,435

 

 

 

10,068

 

Earnout payment (b)

 

 

 

 

 

 

 

 

 

 

602

 

Other non-core items (c)

 

836

 

 

 

2,438

 

 

 

1,396

 

 

 

1,910

 

Unlevered Free Cash Flow

$

11,478

 

 

$

21,462

 

 

$

34,403

 

 

$

49,765

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Transaction and integration expenses paid in cash primarily represent legal, accounting, and consulting expenses related to our acquisitions and strategic partnerships. Restructuring expenses paid in cash relate to our restructuring plans.
(b) Earnout payment represents final settlement of contingent consideration included in cash flow from operations.
(c) Non-core items represent expenses driven by events that are typically by nature one-time, non-operational, and unrelated to our core operations.

 

 

Reconciliation of GAAP Net Loss to Adjusted Net Income and

 

GAAP Operating Loss to Adjusted Operating Income

 

(in thousands, except share and per share amounts; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net loss

$

(9,265

)

 

$

(306,187

)

 

$

(164,358

)

 

$

(318,905

)

Add: Income tax provision (benefit)

 

456

 

 

 

(21,900

)

 

 

(10,430

)

 

 

(22,680

)

Add: Interest expense (income), net

 

1,241

 

 

 

46

 

 

 

1,622

 

 

 

(65

)

Add: Loss on partial extinguishment of debt

 

 

 

 

 

 

 

507

 

 

 

 

Add: Other expense (income), net

 

3,398

 

 

 

(41,600

)

 

 

(16,297

)

 

 

(44,240

)

Loss from operations

 

(4,170

)

 

 

(369,641

)

 

 

(188,956

)

 

 

(385,890

)

Add: Amortization of intangible assets acquired through business combinations

 

11,321

 

 

 

11,173

 

 

 

22,410

 

 

 

22,384

 

Add: Equity-based compensation

 

6,980

 

 

 

8,842

 

 

 

14,299

 

 

 

24,424

 

Add: Transaction, integration, and restructuring expenses

 

672

 

 

 

2,851

 

 

 

1,937

 

 

 

11,385

 

Add: Goodwill impairment charge

 

 

 

 

363,641

 

 

 

176,531

 

 

 

363,641

 

Add: Other non-core items

 

836

 

 

 

2,438

 

 

 

1,396

 

 

 

1,910

 

Adjusted Operating Income

 

15,639

 

 

 

19,304

 

 

 

27,617

 

 

 

37,854

 

Less: Interest (expense) income, net

 

(1,241

)

 

 

(46

)

 

 

(1,622

)

 

 

65

 

Less: Recurring income tax (provision) benefit

 

(456

)

 

 

(52

)

 

 

(104

)

 

 

728

 

Less: Foreign currency (loss) gain

 

(497

)

 

 

(101

)

 

 

(1,466

)

 

 

272

 

Less: Tax impacts of adjustments to net loss

 

(3,769

)

 

 

(4,950

)

 

 

(7,777

)

 

 

(11,722

)

Adjusted Net Income

$

9,676

 

 

$

14,155

 

 

 

16,648

 

 

 

27,197

 

Shares for Adjusted Net Income Per Diluted Share (a)

 

145,675,930

 

 

 

156,874,506

 

 

 

148,721,063

 

 

 

156,754,602

 

Adjusted Net Income Per Diluted Share

$

0.07

 

 

$

0.09

 

 

$

0.11

 

 

$

0.17

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Adjusted Net Income Per Diluted Share is computed by giving effect to all potential weighted average 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 diluted earnings per share by application of the treasury stock method assuming proceeds from unrecognized compensation as required by GAAP. Fully diluted shares are 158,527,020 and 165,731,986 as of June 30, 2025 and 2024, respectively.

 

 

 


 

 

 

Reconciliation of GAAP Gross Profit and Margin to Adjusted Gross Profit and Margin

 

(in thousands, except percentages; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

(in thousands)

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

Reported gross profit and margin

 

$

46,613

 

 

 

77

%

 

$

50,454

 

 

 

79

%

 

$

90,373

 

 

 

75

%

 

$

100,836

 

 

 

79

%

Amortization of intangible assets acquired through business
   combinations

 

 

3,188

 

 

 

5

%

 

 

2,367

 

 

 

4

%

 

 

6,341

 

 

 

5

%

 

 

4,810

 

 

 

4

%

Equity compensation costs

 

 

180

 

 

 

0

%

 

 

309

 

 

 

0

%

 

 

340

 

 

 

0

%

 

 

580

 

 

 

0

%

Adjusted gross profit and margin

 

$

49,981

 

 

 

82

%

 

$

53,130

 

 

 

83

%

 

$

97,054

 

 

 

81

%

 

$

106,226

 

 

 

83

%

 

Reconciliation of GAAP Net Loss and Margin to Adjusted EBITDA and Margin

 

(in thousands, except percentages; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

Net loss and margin

$

(9,265

)

 

 

(15

)%

 

$

(306,187

)

 

 

(480

)%

 

$

(164,358

)

 

 

(137

)%

 

$

(318,905

)

 

 

(251

)%

Interest expense (income), net

 

1,241

 

 

 

2

%

 

 

46

 

 

 

0

%

 

 

1,622

 

 

 

1

%

 

 

(65

)

 

 

(0

)%

Provision for (benefit from) income taxes

 

456

 

 

 

1

%

 

 

(21,900

)

 

 

(34

)%

 

 

(10,430

)

 

 

(9

)%

 

 

(22,680

)

 

 

(18

)%

Loss on partial extinguishment of debt

 

 

 

 

0

%

 

 

 

 

 

0

%

 

 

507

 

 

 

0

%

 

 

 

 

 

0

%

Depreciation & amortization

 

14,338

 

 

 

24

%

 

 

12,788

 

 

 

20

%

 

 

28,155

 

 

 

23

%

 

 

25,472

 

 

 

20

%

EBITDA and margin

 

6,770

 

 

 

11

%

 

 

(315,253

)

 

 

(495

)%

 

 

(144,504

)

 

 

(120

)%

 

 

(316,178

)

 

 

(249

)%

Other expense (income), net (a)

 

3,398

 

 

 

6

%

 

 

(41,600

)

 

 

(65

)%

 

 

(16,297

)

 

 

(14

)%

 

 

(44,240

)

 

 

(35

)%

Equity-based compensation (b)

 

6,980

 

 

 

11

%

 

 

8,842

 

 

 

14

%

 

 

14,299

 

 

 

12

%

 

 

24,424

 

 

 

19

%

Transaction, integration, and restructuring expenses (c)

 

672

 

 

 

1

%

 

 

2,851

 

 

 

4

%

 

 

1,937

 

 

 

2

%

 

 

11,385

 

 

 

9

%

Goodwill impairment (d)

 

 

 

 

0

%

 

 

363,641

 

 

 

571

%

 

 

176,531

 

 

 

147

%

 

 

363,641

 

 

 

286

%

Other non-core items (e)

 

836

 

 

 

1

%

 

 

2,438

 

 

 

4

%

 

 

1,396

 

 

 

1

%

 

 

1,910

 

 

 

2

%

Adjusted EBITDA and margin

$

18,656

 

 

 

31

%

 

$

20,919

 

 

 

33

%

 

$

33,362

 

 

 

28

%

 

$

40,942

 

 

 

32

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Primarily represents foreign exchange and Tax Receivable Agreement liability remeasurement gains and losses.
(b) Equity-based compensation represents non-cash compensation expense recognized in association with equity awards made to employees and directors.
(c) Transaction and integration expenses primarily represent legal, accounting, and consulting expenses and fair value adjustments for contingent consideration related to our acquisitions and strategic partnerships. Restructuring expenses relate to the 2024 Restructuring Plan as well as impairment and restructuring charges related to office closures, relocations, and consolidations.

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

Merger and acquisition due diligence and transaction costs

 

$

270

 

 

$

687

 

 

$

1,448

 

 

$

1,296

 

 

Integration costs

 

 

402

 

 

 

294

 

 

 

959

 

 

 

728

 

 

Fair value adjustment for contingent consideration

 

 

 

 

 

 

 

 

(690

)

 

 

270

 

 

Restructuring charges for severance and other separation costs

 

 

 

 

 

598

 

 

 

28

 

 

 

7,819

 

 

Office closure and relocation restructuring charges and impairments

 

 

 

 

 

1,272

 

 

 

192

 

 

 

1,272

 

 

Total transaction, integration and restructuring expenses

 

$

672

 

 

$

2,851

 

 

$

1,937

 

 

$

11,385

 

 

 

 


 

(d) Goodwill impairment represents non-cash, pre-tax, goodwill impairment charges. We experienced declines in our market capitalization as a result of a sustained decrease in our stock price, which represented a triggering event requiring our management to perform a quantitative goodwill impairment test as of the end of the first quarter of 2025. As a result of the impairment test conducted, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded the impairment charge.

 

(e) Other non-core items represent expenses driven by events that are typically by nature one-time, non-operational, and/or unrelated to our core operations. These expenses are comprised of non-core legal and regulatory costs isolated to unique and extraordinary litigation, legal and regulatory matters that are not considered normal and recurring business activity, including sales tax accrual adjustments inclusive of penalties and interest for sales taxes that we may have been required to collect from customers in certain previous years, and other non-recurring legal and regulatory matters. Other non-core items also include consulting fees and severance costs associated with strategic transition initiatives, as well as professional fees related to financing, capital structure changes, and other non-recurring items.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

Non-core legal and regulatory

 

$

(22

)

 

$

501

 

 

$

31

 

 

$

(364

)

 

Consulting and severance costs for strategic transition initiatives

 

 

790

 

 

 

1,885

 

 

 

958

 

 

 

2,215

 

 

Other non-core expenses

 

 

68

 

 

 

52

 

 

 

407

 

 

 

59

 

 

Total other non-core items

 

$

836

 

 

$

2,438

 

 

$

1,396

 

 

$

1,910