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0001861795false00018617952025-11-062025-11-06

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):

November 6, 2025

 

Definitive Healthcare Corp.

(Exact name of Registrant as Specified in Its Charter)

Commission File Number 001-40815

 

 

 

Delaware

 

86-3988281

(State of Incorporation)

 

(IRS Employer
Identification No.)

 

492 Old Connecticut Path, Suite 401

 

 

Framingham, Massachusetts 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol

Name of Each Exchange 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 November 6, 2025, Definitive Healthcare Corp. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2025. 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 November 6, 2025 (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/ Casey Heller

 

Name:

Casey Heller

 

Title:

Chief Financial Officer

 

 

 

 

Date: November 6, 2025

 


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

Exhibit 99.1

 

 

Definitive Healthcare Reports Financial Results for Third Quarter Fiscal Year 2025

Third Quarter Revenue Delivered at High End of Guidance

Framingham, MA (November 6, 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 September 30, 2025.

Third Quarter 2025 Financial Highlights:

Revenue was $60.0 million, a decrease of 4% from $62.7 million in Q3 2024.

 

Net Loss was $(17.8) million, or (30)% of revenue, compared to $(187.8) million in Q3 2024, inclusive of goodwill impairment charges of $228.2 million, or (300)% of revenue.

 

Adjusted Net Income was $9.7 million, compared to $15.4 million in Q3 2024.

 

Adjusted EBITDA was $18.9 million, or 32% of revenue, compared to $20.6 million, or 33% of revenue in Q3 2024.

 

Cash Flow from Operations was $15.7 million in the quarter.

 

Unlevered Free Cash Flow was $17.9 million in the quarter.

 

“We delivered third quarter results at or above the high end of our guidance ranges, with Adjusted EBITDA exceeding expectations by $2 million,” said Kevin Coop, CEO of Definitive Healthcare. “We continue to make steady progress across our strategic pillars, with encouraging improvements in new logo production and retention rates. We remain focused on executing our operational initiatives and investments that we are confident will position us to continue delivering progress and improved performance over time.”

 


 

Recent Business and Operating Highlights:

Customer Wins

In the third 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 large multi-national biopharma selected Definitive Healthcare to transform their medical affairs operations after relying on time-intensive manual research to identify key opinion leaders across multiple product lines. Our comprehensive Key Opinion Leader datasets and advanced search capabilities were instrumental in demonstrating immediate value, enabling their team to more efficiently identify and engage the right thought leaders while positioning us strongly for future expansion opportunities.
A medical device company chose Definitive Healthcare after their incumbent data provider failed to deliver critical insights on affiliation hierarchies within Integrated Delivery Networks needed to identify key buying decision makers. Our ability to seamlessly combine hospital affiliation data with claims analytics, executive contact information, and payer mix intelligence proved decisive in securing this competitive displacement.

 


 

Business Outlook

Based on information as of November 6, 2025, the Company is issuing the following financial guidance.

Fourth 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 $13.5 – $14.5 million.
Adjusted EBITDA is expected to be in the range of $16.0 – $17.0 million, and 27 – 29% adjusted EBITDA margin.
Adjusted Net Income is expected to be $8.0 – $9.0 million.
Adjusted Net Income Per Diluted Share is expected to be $0.05 to $0.06 per share on approximately 145.8 million weighted-average shares outstanding.

Full Year 2025:

Revenue is expected to be in the range of $239.0 – $240.0 million, raising the bottom end of our prior range by $2.0 million.
Adjusted Operating Income is expected to be in the range of $57.5 – $58.5 million.
Adjusted EBITDA is expected to be in the range of $68.0 – $69.0 million, and 28 – 29% adjusted EBITDA margin.
Adjusted Net Income is expected to be $34.0 – $35.0 million.
Adjusted Net Income Per Diluted Share is expected to be $0.23 to $0.24 per share on approximately 146.8 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 November 6, 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 December 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 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 annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q, which are or will be available on the Investor Relations page of our website at ir.definitivehc.com and on the U.S. Securities and Exchange Commission ("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 definitivehc.com. Accordingly, you should monitor the investor relations portion of our website at 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 ir.definitivehc.com.

 


 

Non-GAAP Financial Measures

This earnings release contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including 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. 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.

These non-GAAP financial measures are not required by or prepared in accordance with 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.

Reconciliations to Certain Non-GAAP Measures

Unlevered Free Cash Flow

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 paid in cash. Unlevered Free Cash Flow does not represent residual cash flow available for discretionary expenditures since, among other things, we have mandatory debt service requirements.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

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.

Adjusted Gross Profit and Adjusted Gross Margin

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.

Adjusted Operating Income

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.

Adjusted Net Income and Adjusted Net Income Per Diluted Share

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)

 

 

 

 

 

 

 

 

 

 

September 30, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

108,317

 

 

$

105,378

 

Short-term investments

 

 

77,607

 

 

 

184,786

 

Accounts receivable, net

 

 

34,371

 

 

 

53,232

 

Prepaid expenses and other assets

 

 

13,213

 

 

 

13,040

 

Deferred contract costs

 

 

12,809

 

 

 

13,736

 

Total current assets

 

 

246,317

 

 

 

370,172

 

Property and equipment, net

 

 

11,658

 

 

 

3,791

 

Operating lease right-of-use assets, net

 

 

6,145

 

 

 

7,521

 

Other assets

 

 

1,813

 

 

 

2,300

 

Deferred contract costs

 

 

12,761

 

 

 

14,389

 

Intangible assets, net

 

 

260,081

 

 

 

297,933

 

Goodwill

 

 

216,752

 

 

 

393,283

 

Total assets

 

$

755,527

 

 

$

1,089,389

 

Liabilities and Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

 

8,572

 

 

 

10,763

 

Accrued expenses and other liabilities

 

 

41,914

 

 

 

40,896

 

Deferred revenue

 

 

91,984

 

 

 

93,344

 

Term loan

 

 

8,750

 

 

 

13,750

 

Operating lease liabilities

 

 

2,661

 

 

 

2,408

 

Total current liabilities

 

 

153,881

 

 

 

161,161

 

Long term liabilities:

 

 

 

 

 

 

Deferred revenue

 

 

40

 

 

 

32

 

Term loan

 

 

158,185

 

 

 

229,368

 

Operating lease liabilities

 

 

5,806

 

 

 

7,586

 

TRA liability

 

 

30,510

 

 

 

49,511

 

Deferred tax liabilities

 

 

14,551

 

 

 

25,088

 

Other liabilities

 

 

2,884

 

 

 

9,449

 

Total liabilities

 

 

365,857

 

 

 

482,195

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Class A Common Stock, par value $0.001, 600,000,000 shares authorized, 103,011,649 and 113,953,554 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

 

 

103

 

 

 

114

 

Class B Common Stock, par value $0.00001, 65,000,000 shares authorized, 38,349,047 shares issued and outstanding at September 30, 2025, and 39,439,198 and 39,375,806 shares issued and outstanding, respectively, at December 31, 2024

 

 

 

 

 

 

Additional paid-in capital

 

 

1,056,482

 

 

 

1,085,445

 

Accumulated other comprehensive deficit

 

 

(1,544

)

 

 

(610

)

Accumulated deficit

 

 

(770,191

)

 

 

(640,574

)

Noncontrolling interests

 

 

104,820

 

 

 

162,819

 

Total equity

 

 

389,670

 

 

 

607,194

 

Total liabilities and equity

 

$

755,527

 

 

$

1,089,389

 

 


 

 

 

Definitive Healthcare Corp.

 

Condensed Consolidated Statements of Operations

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

60,046

 

 

$

62,697

 

 

$

179,987

 

 

$

189,914

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue exclusive of amortization (1)

 

 

9,069

 

 

 

10,077

 

 

 

28,010

 

 

 

29,717

 

Amortization

 

 

4,984

 

 

 

3,589

 

 

 

15,611

 

 

 

10,330

 

Gross profit

 

 

45,993

 

 

 

49,031

 

 

 

136,366

 

 

 

149,867

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing (1)

 

 

20,380

 

 

 

20,130

 

 

 

61,502

 

 

 

63,435

 

Product development (1)

 

 

7,553

 

 

 

7,282

 

 

 

24,822

 

 

 

27,536

 

General and administrative (1)

 

 

12,364

 

 

 

11,354

 

 

 

37,306

 

 

 

40,764

 

Depreciation and amortization

 

 

9,076

 

 

 

9,474

 

 

 

26,604

 

 

 

28,205

 

Transaction, integration, and restructuring expenses

 

 

5,308

 

 

 

(1,995

)

 

 

7,245

 

 

 

9,390

 

Goodwill impairment

 

 

 

 

 

228,153

 

 

 

176,531

 

 

 

591,794

 

Total operating expenses

 

 

54,681

 

 

 

274,398

 

 

 

334,010

 

 

 

761,124

 

Loss from operations

 

 

(8,688

)

 

 

(225,367

)

 

 

(197,644

)

 

 

(611,257

)

Other (expense) income, net

 

 

 

 

 

 

 

 

 

 

 

 

Interest (expense) income, net

 

 

(1,331

)

 

 

(7

)

 

 

(2,953

)

 

 

58

 

Other (expense) income, net

 

 

(7,249

)

 

 

23,826

 

 

 

8,541

 

 

 

68,066

 

Total other (expense) income, net

 

 

(8,580

)

 

 

23,819

 

 

 

5,588

 

 

 

68,124

 

Net loss before income taxes

 

 

(17,268

)

 

 

(201,548

)

 

 

(192,056

)

 

 

(543,133

)

(Provision for) benefit from income taxes

 

 

(524

)

 

 

13,724

 

 

 

9,906

 

 

 

36,404

 

Net loss

 

 

(17,792

)

 

 

(187,824

)

 

 

(182,150

)

 

 

(506,729

)

Less: Net loss attributable to noncontrolling interests

 

 

(2,954

)

 

 

(56,928

)

 

 

(52,533

)

 

 

(152,680

)

Net loss attributable to Definitive Healthcare Corp.

 

$

(14,838

)

 

$

(130,896

)

 

$

(129,617

)

 

$

(354,049

)

Net loss per share of Class A Common Stock:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.14

)

 

$

(1.12

)

 

$

(1.20

)

 

$

(3.02

)

Weighted average Class A Common Stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

103,783,012

 

 

 

116,382,021

 

 

 

107,760,787

 

 

 

117,185,701

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of revenue

 

$

157

 

 

$

88

 

 

$

497

 

 

$

668

 

Sales and marketing

 

 

1,062

 

 

 

829

 

 

 

3,279

 

 

 

4,786

 

Product development

 

 

1,299

 

 

 

1,218

 

 

 

4,454

 

 

 

6,928

 

General and administrative

 

 

4,166

 

 

 

4,161

 

 

 

12,753

 

 

 

18,338

 

Total equity-based compensation expense

 

$

6,684

 

 

$

6,296

 

 

$

20,983

 

 

$

30,720

 

 

 


 

Definitive Healthcare Corp.

 

Condensed Consolidated Statements of Cash Flows

 

(in thousands; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cash flows provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(17,792

)

 

$

(187,824

)

 

$

(182,150

)

 

$

(506,729

)

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

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

853

 

 

 

562

 

 

 

2,312

 

 

 

1,719

 

Amortization of intangible assets

 

 

13,207

 

 

 

12,501

 

 

 

39,903

 

 

 

36,816

 

Amortization of deferred contract costs

 

 

3,996

 

 

 

3,943

 

 

 

11,931

 

 

 

11,463

 

Equity-based compensation

 

 

6,684

 

 

 

6,296

 

 

 

20,983

 

 

 

30,720

 

Amortization of debt issuance costs

 

 

131

 

 

 

176

 

 

 

380

 

 

 

527

 

Write-off of deferred offering costs

 

 

467

 

 

 

 

 

 

467

 

 

 

 

(Recovery of) provision for doubtful accounts receivable

 

 

(314

)

 

 

419

 

 

 

(635

)

 

 

947

 

Loss on partial extinguishment of debt

 

 

 

 

 

 

 

 

507

 

 

 

 

Non-cash restructuring charges

 

 

160

 

 

 

 

 

 

352

 

 

 

1,047

 

Goodwill impairment charges

 

 

 

 

 

228,153

 

 

 

176,531

 

 

 

591,794

 

TRA remeasurement

 

 

7,140

 

 

 

(24,183

)

 

 

(10,623

)

 

 

(68,151

)

Changes in fair value of contingent consideration

 

 

(3,280

)

 

 

(3,510

)

 

 

(3,970

)

 

 

(3,240

)

Deferred income taxes

 

 

299

 

 

 

(13,774

)

 

 

(10,310

)

 

 

(36,609

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

3,477

 

 

 

7,948

 

 

 

19,351

 

 

 

23,148

 

Prepaid expenses and other assets

 

 

749

 

 

 

(2,947

)

 

 

(3,481

)

 

 

(7,205

)

Deferred contract costs

 

 

(3,117

)

 

 

(2,596

)

 

 

(9,376

)

 

 

(8,275

)

Contingent consideration

 

 

 

 

 

 

 

 

 

 

 

(602

)

Accounts payable, accrued expenses, and other liabilities

 

 

12,498

 

 

 

5,116

 

 

 

353

 

 

 

(5,173

)

Deferred revenue

 

 

(9,471

)

 

 

(10,848

)

 

 

(1,468

)

 

 

(12,136

)

Net cash provided by operating activities

 

 

15,687

 

 

 

19,432

 

 

 

51,057

 

 

 

50,061

 

Cash flows (used in) provided by investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property, equipment, and other assets

 

 

(2,281

)

 

 

(767

)

 

 

(12,280

)

 

 

(1,443

)

Purchases of short-term investments

 

 

 

 

 

(68,724

)

 

 

(64,065

)

 

 

(192,670

)

Maturities of short-term investments

 

 

26,422

 

 

 

78,452

 

 

 

173,869

 

 

 

207,504

 

Cash paid for acquisitions, net of cash acquired

 

 

 

 

 

 

 

 

 

 

 

(13,530

)

Net cash provided by (used in) investing activities

 

 

24,141

 

 

 

8,961

 

 

 

97,524

 

 

 

(139

)

Cash flows (used in) provided by financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Repayments of term loan

 

 

(2,187

)

 

 

(3,438

)

 

 

(250,625

)

 

 

(10,313

)

Proceeds from term loan

 

 

 

 

 

 

 

 

175,000

 

 

 

 

Payments of debt issuance costs

 

 

 

 

 

 

 

 

(1,660

)

 

 

 

Taxes paid related to net share settlement of equity awards

 

 

(1,063

)

 

 

(495

)

 

 

(3,546

)

 

 

(7,270

)

Repurchases of Class A Common Stock

 

 

(9,221

)

 

 

(8,034

)

 

 

(49,452

)

 

 

(15,037

)

Payments of contingent consideration

 

 

 

 

 

 

 

 

 

 

 

(1,000

)

Payments under TRA

 

 

 

 

 

 

 

 

(13,767

)

 

 

(6,950

)

Member distributions

 

 

 

 

 

(98

)

 

 

(2,827

)

 

 

(2,811

)

Net cash used in financing activities

 

 

(12,471

)

 

 

(12,065

)

 

 

(146,877

)

 

 

(43,381

)

Net increase in cash and cash equivalents

 

 

27,357

 

 

 

16,328

 

 

 

1,704

 

 

 

6,541

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(24

)

 

 

380

 

 

 

1,235

 

 

 

92

 

Cash and cash equivalents, beginning of period

 

 

80,984

 

 

 

120,901

 

 

 

105,378

 

 

 

130,976

 

Cash and cash equivalents, end of period

 

$

108,317

 

 

$

137,609

 

 

$

108,317

 

 

$

137,609

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

2,870

 

 

$

3,654

 

 

$

8,071

 

 

$

10,886

 

Income taxes

 

$

176

 

 

$

 

 

$

208

 

 

$

 

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

 

$

6,711

 

 

$

1,085

 

 

$

6,711

 

 

$

1,085

 

 

 


 

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 September 30,

 

 

Nine Months Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net cash provided by operating activities

$

15,687

 

 

$

19,432

 

 

$

51,057

 

 

$

50,061

 

Purchases of property, equipment, and other assets

 

(2,281

)

 

 

(767

)

 

 

(12,280

)

 

 

(1,443

)

Interest paid in cash

 

2,870

 

 

 

3,654

 

 

 

8,071

 

 

 

10,886

 

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

 

547

 

 

 

1,515

 

 

 

2,982

 

 

 

11,583

 

Earnout payment (b)

 

 

 

 

 

 

 

 

 

 

602

 

Other non-core items paid in cash (c)

 

1,118

 

 

 

465

 

 

 

2,514

 

 

 

2,375

 

Unlevered Free Cash Flow

$

17,941

 

 

$

24,299

 

 

$

52,344

 

 

$

74,064

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 paid in cash 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 September 30,

 

 

Nine Months Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net loss

$

(17,792

)

 

$

(187,824

)

 

$

(182,150

)

 

$

(506,729

)

Add: Income tax provision (benefit)

 

524

 

 

 

(13,724

)

 

 

(9,906

)

 

 

(36,404

)

Add: Interest expense (income), net

 

1,331

 

 

 

7

 

 

 

2,953

 

 

 

(58

)

Add: Loss on partial extinguishment of debt

 

 

 

 

 

 

 

507

 

 

 

 

Add: Other expense (income), net

 

7,249

 

 

 

(23,826

)

 

 

(9,048

)

 

 

(68,066

)

Loss from operations

 

(8,688

)

 

 

(225,367

)

 

 

(197,644

)

 

 

(611,257

)

Add: Amortization of intangible assets acquired through business combinations

 

11,447

 

 

 

11,485

 

 

 

33,857

 

 

 

33,869

 

Add: Equity-based compensation

 

6,684

 

 

 

6,296

 

 

 

20,983

 

 

 

30,720

 

Add: Transaction, integration, and restructuring expenses

 

5,308

 

 

 

(1,995

)

 

 

7,245

 

 

 

9,390

 

Add: Goodwill impairment charge

 

 

 

 

228,153

 

 

 

176,531

 

 

 

591,794

 

Add: Other non-core items

 

1,585

 

 

 

465

 

 

 

2,981

 

 

 

2,375

 

Adjusted Operating Income

 

16,336

 

 

 

19,037

 

 

 

43,953

 

 

 

56,891

 

Less: Interest (expense) income, net

 

(1,331

)

 

 

(7

)

 

 

(2,953

)

 

 

58

 

Less: Recurring income tax (provision) benefit

 

(524

)

 

 

(119

)

 

 

(628

)

 

 

609

 

Less: Foreign currency loss

 

(109

)

 

 

(357

)

 

 

(1,575

)

 

 

(85

)

Less: Tax impacts of adjustments to net loss

 

(4,699

)

 

 

(3,161

)

 

 

(12,476

)

 

 

(14,883

)

Adjusted Net Income

$

9,673

 

 

$

15,393

 

 

 

26,321

 

 

 

42,590

 

Shares for Adjusted Net Income Per Diluted Share (a)

 

145,061,468

 

 

 

155,519,356

 

 

 

146,742,334

 

 

 

156,339,848

 

Adjusted Net Income Per Diluted Share

$

0.07

 

 

$

0.10

 

 

$

0.18

 

 

$

0.27

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 156,580,614 and 163,996,756 as of September 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 September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

(in thousands)

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

Reported gross profit and margin

 

$

45,993

 

 

 

77

%

 

$

49,031

 

 

 

78

%

 

$

136,366

 

 

 

76

%

 

$

149,867

 

 

 

79

%

Amortization of intangible assets acquired through business
   combinations

 

 

3,224

 

 

 

5

%

 

 

2,573

 

 

 

4

%

 

 

9,565

 

 

 

5

%

 

 

7,383

 

 

 

4

%

Equity compensation costs

 

 

157

 

 

 

0

%

 

 

88

 

 

 

0

%

 

 

497

 

 

 

0

%

 

 

668

 

 

 

0

%

Adjusted gross profit and margin

 

$

49,374

 

 

 

82

%

 

$

51,692

 

 

 

82

%

 

$

146,428

 

 

 

81

%

 

$

157,918

 

 

 

83

%

 

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

 

(in thousands, except percentages; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

Net loss and margin

$

(17,792

)

 

 

(30

)%

 

$

(187,824

)

 

 

(300

)%

 

$

(182,150

)

 

 

(101

)%

 

$

(506,729

)

 

 

(267

)%

Interest expense (income), net

 

1,331

 

 

 

2

%

 

 

7

 

 

 

0

%

 

 

2,953

 

 

 

2

%

 

 

(58

)

 

 

(0

)%

Provision for (benefit from) income taxes

 

524

 

 

 

1

%

 

 

(13,724

)

 

 

(22

)%

 

 

(9,906

)

 

 

(6

)%

 

 

(36,404

)

 

 

(19

)%

Loss on partial extinguishment of debt

 

 

 

 

0

%

 

 

 

 

 

0

%

 

 

507

 

 

 

0

%

 

 

 

 

 

0

%

Depreciation & amortization

 

14,060

 

 

 

23

%

 

 

13,063

 

 

 

21

%

 

 

42,215

 

 

 

23

%

 

 

38,535

 

 

 

20

%

EBITDA and margin

 

(1,877

)

 

 

(3

)%

 

 

(188,478

)

 

 

(301

)%

 

 

(146,381

)

 

 

(81

)%

 

 

(504,656

)

 

 

(266

)%

Other expense (income), net (a)

 

7,249

 

 

 

12

%

 

 

(23,826

)

 

 

(38

)%

 

 

(9,048

)

 

 

(5

)%

 

 

(68,066

)

 

 

(36

)%

Equity-based compensation (b)

 

6,684

 

 

 

11

%

 

 

6,296

 

 

 

10

%

 

 

20,983

 

 

 

12

%

 

 

30,720

 

 

 

16

%

Transaction, integration, and restructuring expenses (c)

 

5,308

 

 

 

9

%

 

 

(1,995

)

 

 

(3

)%

 

 

7,245

 

 

 

4

%

 

 

9,390

 

 

 

5

%

Goodwill impairment (d)

 

 

 

 

0

%

 

 

228,153

 

 

 

364

%

 

 

176,531

 

 

 

98

%

 

 

591,794

 

 

 

312

%

Other non-core items (e)

 

1,585

 

 

 

3

%

 

 

465

 

 

 

1

%

 

 

2,981

 

 

 

2

%

 

 

2,375

 

 

 

1

%

Adjusted EBITDA and margin

$

18,949

 

 

 

32

%

 

$

20,615

 

 

 

33

%

 

$

52,311

 

 

 

29

%

 

$

61,557

 

 

 

32

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Primarily represents foreign exchange and TRA 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, inclusive of an integration charge in the third quarter of 2025 to recognize a liability for a major data contract from a prior acquisition that no longer provided an economic benefit to the Company. 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 September 30,

 

 

Nine Months Ended September 30,

 

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

Merger and acquisition due diligence and transaction costs

 

$

3,341

 

 

$

1,114

 

 

$

4,789

 

 

$

2,410

 

 

Integration costs

 

 

5,087

 

 

 

211

 

 

 

6,046

 

 

 

939

 

 

Fair value adjustment for contingent consideration

 

 

(3,280

)

 

 

(3,510

)

 

 

(3,970

)

 

 

(3,240

)

 

Restructuring charges for severance and other separation costs

 

 

 

 

 

190

 

 

 

28

 

 

 

8,009

 

 

Office closure and relocation restructuring charges and impairments

 

 

160

 

 

 

 

 

 

352

 

 

 

1,272

 

 

Total transaction, integration, and restructuring expenses

 

$

5,308

 

 

$

(1,995

)

 

$

7,245

 

 

$

9,390

 

 

 

(d) Goodwill impairment represents non-cash, pre-tax, goodwill impairment charges. We experienced declines in our market capitalization as a result of sustained decreases in our stock price, which represented triggering events requiring our management to perform quantitative goodwill impairment tests as of the end of the first quarter of 2025 and multiple quarters in fiscal year 2024. As a result of the impairment tests conducted, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded the impairment charges.

 

(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-core items, including a charge in the third quarter of 2025 for the write-off of deferred offering costs associated with the Company’s expired shelf registration.

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

Non-core legal and regulatory

 

$

340

 

 

$

363

 

 

$

371

 

 

$

(1

)

 

Consulting and severance costs for strategic transition initiatives

 

 

713

 

 

 

3

 

 

 

1,671

 

 

 

2,218

 

 

Other non-core expenses

 

 

532

 

 

 

99

 

 

 

939

 

 

 

158

 

 

Total other non-core items

 

$

1,585

 

 

$

465

 

 

$

2,981

 

 

$

2,375