EX-99 4 dh-ex99_1.htm EX-99.1 EX-99

 

Exhibit 99.1

 

Definitive Healthcare Reports Financial Results for Fourth Quarter and Full Fiscal Year 2022

Fourth quarter revenue grew 31% year-over-year to $60.6 million

Full year 2022 revenue grew 34% to $222.7 million

Framingham, MA (February 23, 2023) – Definitive Healthcare Corp. (“Definitive Healthcare" or the "Company") (Nasdaq: DH), an industry leader in healthcare commercial intelligence, today announced financial results for the quarter and full year ended December 31, 2022.

Fourth Quarter 2022 Financial Highlights:

Revenue was $60.6 million, an increase of 31% from $46.3 million in Q4 2021.
GAAP Net Income (loss) was $6.7 million, or 11% of revenue, compared to $(14.8) million, or 32% of revenue in Q4 2021.
Adjusted Net Income was $10.5 million, compared to $6.6 million in Q4 2021.
Adjusted EBITDA was $17.0 million, or 28% of revenue, compared to $13.1 million, or 28% of revenue in Q4 2021.
Cash flow from operations was $(4.2) million in the quarter or (7)% of revenue.

 

Full Year 2022 Financial Highlights:

Revenue was $222.7 million for the year, an increase of 34% from $166.2 million for the full year 2021.
GAAP Net loss was $(22.3) million, or 10% of revenue, compared to $(61.3) million, or 37% of revenue for the full year 2021.
Adjusted Net Income was $35.9 million, compared to $13.4 million for the full year 2021.
Adjusted EBITDA was $63.7 million, or 29% of revenue, compared to $56 million, or 34% of revenue for the full year 2021.
Cash flow from operations was $35.6 million for the full year 2022, or 16% of revenue.
Unlevered free cash flow was $54.2 million for the full year 2022, or 24% of revenue.

"Definitive Healthcare once again delivered in 2022 with a 34% year-over-year revenue growth rate and a 29% adjusted EBITDA margin – representing a Rule of 63 Performance.” said Robert Musslewhite, CEO of Definitive Healthcare. “This unique combination of high growth and profitability allows us to continue to effectively grow and scale the business, while maintaining a clear focus on maximizing our long-term success and value creation for customers and shareholders.”

 

 


 

Recent Business and Operating Highlights:

Customer Wins

In the fourth quarter, Definitive Healthcare had multiple key customer wins, including:

One of the world’s largest and most renowned cancer treatment and research institutions purchased a multi-year enterprise subscription to HospitalView and Atlas All-Payor Claims to inform their strategy for partnering with leading hospitals across the country.
A large biopharmaceutical company focused on the discovery, development, and commercialization of RNA interference therapeutics purchased a multi-year enterprise subscription to our HospitalView and Atlas All-Payor Claims to design and execute a strategy for selling into Integrated Delivery Networks.
One of the nation’s largest health insurance and service companies significantly expanded its relationship with Definitive Healthcare. This client originally used PhysicianView and PhysicanGroupView products to map physicians to provider organizations. In Q4, the contract expanded to cover their entire organization and added multiple new products. The organization also purchased integration services to connect Definitive Healthcare data into their internal data environments.
The world’s largest private global pharmaceutical company signed a contract for a six-figure expansion of Passport Promotional Analytics into two new therapy areas, and as a result, the combined Definitive Healthcare ARR across all product lines at this company is now more than $1M.

“The Definitive Healthcare platform and our Atlas Dataset are increasingly seen as must-haves for any business looking to efficiently and effectively sell into the complex, fragmented $4 trillion U.S. healthcare market,” noted Robert Musslewhite. “These wins represent not only our ability to continue to grow the number of customers we serve, but also our ability to expand these relationships over the long term.”

 

 


 

Innovation

On February 2, 2023, Definitive Healthcare introduced the Atlas Dataset, which provides a longitudinal, comprehensive, and current picture of the healthcare market.

 

Combining multiple datasets on more than 15 million healthcare experts and professionals and 300,000 healthcare organizations, the Atlas Dataset has multiple components, including:

Atlas Reference & Affiliation provides clients with unique visibility into the operations of and connections between healthcare providers and healthcare organizations. This dataset spans more than 30 separate reference categories, including executive contact information, physical business address, organizational hierarchy and more.
Atlas All-Payor Claims, previously known as the ClaimsMX product, contains billions of de-identified patient-level data points that enables longitudinal analysis of healthcare activity across payors and sites of care. This data includes both hospital and medical claims from commercial, Medicare, Medicaid, federal programs, and other payors.
Atlas Prescription Claims, formerly known as the ClaimsRx product, contains billions of all-payor life cycle pharmacy and direct prescription claims so users can understand the volume of claims that are paid, rejected and reversed.
Atlas Experts contains information on more than 13 million key opinion leaders, medical science and scientific researchers and academics, and healthcare providers. The dataset also includes millions of data points from publications, clinical trials, meeting presentations, grants, social media, advisory boards, and news outlets so clients can get an accurate understanding of the scientific activity happening for virtually any therapy area or disease state.

As part of the Atlas Dataset launch, Definitive Healthcare refined the methodology used to master payor and patient data, while implementing additional layers of cleansing and data linkage to deliver more detailed and granular reporting, longitudinal and referral analysis, and increased accuracy for patient cohort creation.

According to an independent third-party survey conducted in November 2022, the Atlas Dataset ranked first or second in each of the top ten use cases for healthcare reference and affiliation data.

 

 


 

Business Outlook

Based on information as of February 23, 2023, the Company is issuing the following financial guidance.

First Quarter 2023:

Revenue is expected to be in the range of $56.5 – 58.5 million, a median 15% increase year over year.
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 $15.0 – 16.0 million.
Adjusted Net Income is expected to be in the range of $6.5 – 7.5 million.
Adjusted Net Income Per Diluted Share is expected to be $0.03 – 0.05 per share on approximately 154.5 million weighted-average shares outstanding.

Full Year 2023:

Revenue is expected to be in the range of $249.0 – 255.0 million, a 14% increase from prior year at the midpoint.
Adjusted Operating Income is expected to be in the range of $61.5 – 65.5 million.
Adjusted EBITDA is expected to be in the range of $67.0 – 71.0 million.
Adjusted Net Income is expected to be in the range of $30.0 – 34.0 million.
Adjusted Net Income Per Diluted Share is expected to be in the range of $0.19 – 0.23 on approximately 155.5 million weighted-average shares outstanding.

 

 


 

Conference Call Information

Definitive Healthcare will host a conference call today, February 23, 2023, at 5:00 p.m. (Eastern Time) to discuss the Company's financial results and current business outlook. To access the call, dial (877) 407-3982 (domestic) or (201) 493-6780 (international). The conference ID number is 13735042. Shortly after the conclusion of the call, a replay of this conference call will be available through March 9, 2023 at (844) 512-2921 (domestic) or (412) 317-6671 (international). The replay passcode is 13735042. 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. 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,” “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 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 market, industry and macroeconomic environment, our business, growth strategies, 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 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: the war between Russia and Ukraine, global geopolitical tension and worsening macroeconomic conditions; actual or potential changes in international, national, regional and local economic, business and financial conditions, including recessions, inflation, rising interest rates, volatility in the capital markets and related market uncertainty; the impact of worsening macroeconomic conditions on our new and existing customers; 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 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; 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; the risk of cyber-attacks and security vulnerabilities; litigation, investigations or other legal, governmental or regulatory actions; 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 for the fiscal year ended December 31, 2021 and our subsequent Quarterly Reports on Form 10-Q, 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. A reconciliation 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, 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 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 net (loss) income, gross profit or any other measure derived in accordance with GAAP.

 

We define Unlevered 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, integration and restructuring related expenses, earnouts and other 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 service requirements.

 

 

 


 

We define EBITDA as earnings before debt-related costs, including interest expense, net and loss on 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 and expense, equity-based compensation, transaction, integration and restructuring 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 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 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 to investors in measuring the profitability of our operations on a consolidated level.

 

We define Adjusted Gross Profit as revenue less cost of revenue (excluding acquisition-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 includes acquisition-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 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 quantity 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 income from operations plus acquisition related amortization, equity-based compensation, transaction, integration and restructuring expenses and other non-recurring expenses.

We define Adjusted Net 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 Adjusted Operating Income. We define Adjusted Net Income Per Diluted Share as Adjusted Net Income divided by diluted outstanding shares.

 

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) income from operations, net (loss) income, gross profit, earnings per share or any other performance measures derived in accordance with GAAP, or as measures of operating cash flows or liquidity.

 

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 to predict certain items excluded from these non-GAAP financial measures; in particular, the effects of stock-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.

 

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.

Consolidated Balance Sheets

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

 

 

December 31, 2022

 

 

December 31, 2021

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

 

146,934

 

 

 

387,498

 

Short-term investments

 

 

184,939

 

 

 

 

Accounts receivable, net

 

 

58,799

 

 

 

43,336

 

Prepaid expenses and other current assets

 

 

12,686

 

 

 

6,518

 

Current portion of deferred contract costs

 

 

10,387

 

 

 

6,880

 

Total current assets

 

 

413,745

 

 

 

444,232

 

Property and equipment, net

 

 

4,464

 

 

 

5,069

 

Operating lease right-of-use assets, net

 

 

9,681

 

 

 

 

Other assets

 

 

4,683

 

 

 

8,431

 

Deferred contract costs, net of current portion

 

 

14,596

 

 

 

11,667

 

Investment in equity securities

 

 

 

 

 

32,675

 

Intangible assets, net

 

 

350,722

 

 

 

352,470

 

Goodwill

 

 

1,323,102

 

 

 

1,261,444

 

Total assets

 

$

2,120,993

 

 

$

2,115,988

 

Liabilities and Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

 

3,948

 

 

 

4,651

 

Accrued expenses and other current liabilities

 

 

18,748

 

 

 

22,658

 

Current portion of deferred revenue

 

 

99,692

 

 

 

83,611

 

Current portion of term loan

 

 

8,594

 

 

 

6,875

 

Current portion of operating lease liabilities

 

 

1,521

 

 

 

 

Total current liabilities

 

 

132,503

 

 

 

117,795

 

Long term liabilities:

 

 

 

 

 

 

Deferred revenue

 

 

236

 

 

 

412

 

Term loan, net of current portion

 

 

255,765

 

 

 

263,808

 

Operating lease liabilities, net of current portion

 

 

9,969

 

 

 

 

Tax receivable agreements liability

 

 

156,311

 

 

 

153,529

 

Deferred tax liabilities

 

 

75,737

 

 

 

75,888

 

Other long-term liabilities

 

 

3,251

 

 

 

1,294

 

Total liabilities

 

 

633,772

 

 

 

612,726

 

Commitments and Contingencies

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Class A Common Stock, par value $0.001, 600,000,000 shares authorized, 105,138,273 and 97,030,095 shares issued and outstanding at December 31, 2022 and 2021, respectively

 

 

105

 

 

 

97

 

Class B Common Stock, par value $0.00001, 65,000,000 shares authorized, 50,433,101 and 48,923,952 shares issued and outstanding, respectively, at December 31, 2022, and 58,244,627 and 55,488,221 shares issued and outstanding, respectively, at December 31, 2021

 

 

 

 

 

 

Additional paid-in capital

 

 

972,077

 

 

 

890,724

 

Accumulated other comprehensive income

 

 

3,668

 

 

 

62

 

Accumulated deficit

 

 

(23,714

)

 

 

(17,677

)

Noncontrolling interests

 

 

535,085

 

 

 

630,056

 

Total equity

 

 

1,487,221

 

 

 

1,503,262

 

Total liabilities and equity

 

$

2,120,993

 

 

$

2,115,988

 

 

 


 

 

Definitive Healthcare Corp.

Consolidated Statements of Operations

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

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenue

 

$

60,599

 

 

$

46,313

 

 

$

222,653

 

 

$

166,154

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue exclusive of amortization (1)

 

 

7,149

 

 

 

5,526

 

 

 

25,866

 

 

 

19,421

 

Amortization

 

 

2,646

 

 

 

5,372

 

 

 

16,759

 

 

 

21,268

 

Gross profit

 

 

50,804

 

 

 

35,415

 

 

 

180,028

 

 

 

125,465

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing (1)

 

 

23,523

 

 

 

17,384

 

 

 

89,585

 

 

 

56,387

 

Product development (1)

 

 

10,129

 

 

 

5,748

 

 

 

34,890

 

 

 

18,565

 

General and administrative (1)

 

 

15,217

 

 

 

11,637

 

 

 

48,781

 

 

 

30,528

 

Depreciation and amortization

 

 

10,040

 

 

 

9,865

 

 

 

40,145

 

 

 

38,679

 

Transaction, integration, and restructuring expenses

 

 

1,528

 

 

 

2,955

 

 

 

7,890

 

 

 

6,287

 

Total operating expenses

 

 

60,437

 

 

 

47,589

 

 

 

221,291

 

 

 

150,446

 

Loss from operations

 

 

(9,633

)

 

 

(12,174

)

 

 

(41,263

)

 

 

(24,981

)

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

 

807

 

 

 

 

 

 

10,236

 

 

 

143

 

Interest expense, net

 

 

(1,483

)

 

 

(1,915

)

 

 

(8,413

)

 

 

(25,871

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

 

(9,873

)

Total other (expense) income, net

 

 

(676

)

 

 

(1,915

)

 

 

1,823

 

 

 

(35,601

)

Loss before income taxes

 

 

(10,309

)

 

 

(14,089

)

 

 

(39,440

)

 

 

(60,582

)

Benefit from (provision for) income taxes

 

 

17,044

 

 

 

(675

)

 

 

17,185

 

 

 

(675

)

Net income (loss)

 

 

6,735

 

 

 

(14,764

)

 

 

(22,255

)

 

 

(61,257

)

Less: Net loss attributable to Definitive OpCo prior to the Reorganization Transactions

 

 

 

 

 

 

 

 

 

 

 

(33,343

)

Less: Net loss attributable to noncontrolling interests

 

 

(3,691

)

 

 

(5,065

)

 

 

(16,218

)

 

 

(10,237

)

Net income (loss) attributable to Definitive Healthcare Corp.

 

$

10,426

 

 

$

(9,699

)

 

$

(6,037

)

 

$

(17,677

)

Net income (loss) per share of Class A Common Stock:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.10

 

 

$

(0.10

)

 

$

(0.06

)

 

$

(0.19

)

Diluted

 

$

0.07

 

 

$

(0.10

)

 

$

(0.06

)

 

$

(0.19

)

Weighted average Common Stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

105,082,585

 

 

 

92,551,423

 

 

 

101,114,105

 

 

 

91,916,151

 

Diluted

 

 

154,006,454

 

 

 

92,551,423

 

 

 

101,114,105

 

 

 

91,916,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Cost of revenue

 

$

244

 

 

$

198

 

 

$

942

 

 

$

277

 

Sales and marketing

 

 

2,446

 

 

 

1,363

 

 

 

13,508

 

 

 

1,930

 

Product development

 

 

2,504

 

 

 

729

 

 

 

7,805

 

 

 

1,070

 

General and administrative

 

 

6,230

 

 

 

3,329

 

 

 

14,179

 

 

 

6,680

 

Total equity-based compensation expense

 

$

11,424

 

 

$

5,619

 

 

$

36,434

 

 

$

9,957

 

 

 


 

Definitive Healthcare Corp.

Consolidated Statements of Cash Flows

(amounts in thousands; unaudited)

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Cash flows (used in) provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

6,735

 

 

$

(14,764

)

 

$

(22,255

)

 

$

(61,257

)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

472

 

 

 

558

 

 

 

2,193

 

 

 

1,751

 

Amortization of intangible assets

 

12,214

 

 

 

14,679

 

 

 

54,711

 

 

 

58,196

 

Amortization of deferred contract costs

 

2,542

 

 

 

1,598

 

 

 

8,816

 

 

 

4,793

 

Equity-based compensation

 

11,424

 

 

 

5,619

 

 

 

36,434

 

 

 

9,957

 

Amortization of debt issuance costs

 

175

 

 

 

176

 

 

 

702

 

 

 

1,698

 

Provision for doubtful accounts receivable

 

556

 

 

 

556

 

 

 

1,325

 

 

 

632

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

9,843

 

Non-cash restructuring charges related to office leases

 

 

 

 

 

 

 

1,023

 

 

 

 

Tax receivable agreement remeasurement

 

(1,078

)

 

 

 

 

 

(9,374

)

 

 

 

Changes in fair value of contingent consideration

 

1,250

 

 

 

595

 

 

 

1,250

 

 

 

3,764

 

Deferred income taxes

 

(17,087

)

 

 

682

 

 

 

(17,293

)

 

 

682

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(25,676

)

 

 

(15,905

)

 

 

(13,222

)

 

 

(10,726

)

Prepaid expenses and other current assets

 

(2,681

)

 

 

(3,168

)

 

 

(127

)

 

 

(3,729

)

Deferred contract costs

 

(5,182

)

 

 

(5,398

)

 

 

(15,252

)

 

 

(14,441

)

Contingent consideration

 

 

 

 

 

 

 

(6,400

)

 

 

 

Accounts payable, accrued expenses and other liabilities

 

(3,598

)

 

 

5,053

 

 

 

358

 

 

 

1,088

 

Deferred revenue

 

15,714

 

 

 

13,938

 

 

 

12,690

 

 

 

22,961

 

Net cash (used in) provided by operating activities

 

(4,220

)

 

 

4,219

 

 

 

35,579

 

 

 

25,212

 

Cash flows used in investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchases of property, equipment, and other assets

 

(4,871

)

 

 

(1,069

)

 

 

(8,326

)

 

 

(6,731

)

Purchases of short-term investments

 

(120,695

)

 

 

 

 

 

(337,961

)

 

 

 

Maturities of short-term investments

 

57,680

 

 

 

 

 

 

153,680

 

 

 

 

Cash paid for acquisitions and investments, net of cash acquired

 

 

 

 

(40,000

)

 

 

(56,296

)

 

 

(40,000

)

Net cash used in investing activities

 

(67,886

)

 

 

(41,069

)

 

 

(248,903

)

 

 

(46,731

)

Cash flows (used in) provided by financing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from term loan

 

 

 

 

 

 

 

 

 

 

275,000

 

Repayments of term loans and delayed draw term loan

 

(1,719

)

 

 

(1,718

)

 

 

(6,875

)

 

 

(474,460

)

Taxes paid related to net share settlement of equity awards

 

(1,371

)

 

 

 

 

 

(4,116

)

 

 

 

Payment of contingent consideration

 

 

 

 

 

 

 

(1,100

)

 

 

(1,500

)

Payment of debt issuance costs

 

 

 

 

 

 

 

 

 

 

(3,511

)

Proceeds from equity offering, net of underwriting discounts

 

 

 

 

382,140

 

 

 

 

 

 

834,952

 

Repurchase of outstanding equity / Definitive OpCo units

 

 

 

 

(138,960

)

 

 

 

 

 

(231,772

)

Payments of equity offering issuance costs

 

(435

)

 

 

(5,796

)

 

 

(1,734

)

 

 

(11,709

)

Member contributions

 

 

 

 

 

 

 

 

 

 

5,500

 

Member distributions

 

(5,932

)

 

 

(989

)

 

 

(12,871

)

 

 

(8,128

)

Net cash (used in) provided by financing activities

 

(9,457

)

 

 

234,677

 

 

 

(26,696

)

 

 

384,372

 

Net (decrease) increase in cash and cash equivalents

 

(81,563

)

 

 

197,827

 

 

 

(240,020

)

 

 

362,853

 

Effect of exchange rate changes on cash and cash equivalents

 

(331

)

 

 

(81

)

 

 

(544

)

 

 

(129

)

Cash and cash equivalents, beginning of year

 

228,828

 

 

 

189,752

 

 

 

387,498

 

 

 

24,774

 

Cash and cash equivalents, end of year

$

146,934

 

 

$

387,498

 

 

$

146,934

 

 

$

387,498

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

 

 

 

Interest

$

3,195

 

 

$

1,982

 

 

$

10,443

 

 

$

29,569

 

Income taxes

 

 

 

 

 

 

 

 

 

 

13

 

Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

Net assets acquired, net of cash acquired

$

 

 

$

 

 

$

97,296

 

 

$

 

Initial cash investment in prior year

 

 

 

 

 

 

 

(40,000

)

 

 

 

Contingent consideration

 

 

 

 

 

 

 

(1,000

)

 

 

 

Net cash paid for acquisitions

$

 

 

$

 

 

$

56,296

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing activities:

 

 

 

 

 

 

 

 

 

 

 

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

$

1,166

 

 

$

654

 

 

$

1,166

 

 

$

654

 

Supplemental disclosure of non-cash financing activities:

 

 

 

 

 

 

 

 

 

 

 

Unpaid equity offering costs included in accrued expenses

$

 

 

$

1,299

 

 

$

 

 

$

1,299

 

 

 


 

 

 


 

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 December 31,

 

 

Year Ended December 31,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Cash flow from operations

$

(4,220

)

 

$

4,219

 

 

$

35,579

 

 

$

25,212

 

Purchases of property, equipment and other assets

 

(4,871

)

 

 

(1,069

)

 

 

(8,326

)

 

 

(6,731

)

Interest paid in cash

 

3,195

 

 

 

1,982

 

 

 

10,443

 

 

 

29,569

 

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

 

582

 

 

 

2,360

 

 

 

6,326

 

 

 

2,523

 

Earnout payment (b)

 

 

 

 

 

 

 

6,400

 

 

 

 

Other non-recurring items (c)

 

1,043

 

 

 

1,467

 

 

 

3,781

 

 

 

4,780

 

Unlevered Free Cash Flow

$

(4,271

)

 

$

8,959

 

 

$

54,203

 

 

$

55,353

 

(a) Transaction and integration expenses paid in cash primarily represent legal, accounting and consulting expenses related to our acquisitions, including a go-to market integration project conducted in the third quarter of 2022. 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.

(c) Non-recurring items represent expenses that are typically one-time, non-operational in nature, and unrelated to our core operations.

Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income and GAAP Operating Loss to Adjusted Operating Income

(in thousands, except per share amounts; unaudited)

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net income (loss)

$

6,735

 

 

$

(14,764

)

 

$

(22,255

)

 

$

(61,257

)

Add: Income tax (benefit) provision

 

(17,044

)

 

 

675

 

 

 

(17,185

)

 

 

675

 

Add: Interest expense, net

 

1,483

 

 

 

1,915

 

 

 

8,413

 

 

 

25,871

 

Add: Loss from extinguishment from debt

 

 

 

 

 

 

 

 

 

 

9,873

 

Add: Other income, net

 

(807

)

 

 

 

 

 

(10,236

)

 

 

(143

)

Loss from operations

 

(9,633

)

 

 

(12,174

)

 

 

(41,263

)

 

 

(24,981

)

Add: Amortization of intangible assets acquired through business combinations

 

11,969

 

 

 

14,402

 

 

 

53,667

 

 

 

57,148

 

Add: Equity-based compensation

 

11,424

 

 

 

5,619

 

 

 

36,434

 

 

 

9,957

 

Add: Transaction, integration and restructuring expenses

 

1,528

 

 

 

2,955

 

 

 

7,890

 

 

 

6,287

 

Add: Other non-recurring items

 

1,043

 

 

 

1,467

 

 

 

3,781

 

 

 

4,780

 

Adjusted Operating Income

 

16,331

 

 

 

12,269

 

 

 

60,509

 

 

 

53,191

 

Less: Interest expense, net

 

(1,483

)

 

 

(1,915

)

 

 

(8,413

)

 

 

(25,871

)

Less: Recurring income tax benefit (a)

 

1,197

 

 

 

176

 

 

 

1,730

 

 

 

176

 

Less: Foreign currency (loss) gain

 

(271

)

 

 

 

 

 

862

 

 

 

143

 

Less: Tax impacts of adjustments to net income (loss)

 

(5,290

)

 

 

(3,960

)

 

 

(18,760

)

 

 

(14,264

)

Adjusted Net Income

$

10,484

 

 

$

6,570

 

 

$

35,928

 

 

$

13,375

 

Shares for Adjusted Net Income Per Diluted Share (b)

 

154,006,454

 

 

 

150,934,243

 

 

 

153,601,602

 

 

 

150,326,443

 

Adjusted Net Income Per Share

$

0.07

 

 

$

0.04

 

 

$

0.23

 

 

$

0.09

 

(a) Non-recurring income tax (benefit) provision items were primarily driven by the impact of changes in the state effective tax rate during the fourth quarter of 2022.

(b) Diluted Adjusted Net Income Per 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 159,134,761 and 157,374,972 as of December 31, 2022 and 2021, respectively.

 


 

Reconciliation of Adjusted EBITDA to GAAP Net Income (Loss)

(in thousands; unaudited)

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net income (loss)

$

6,735

 

 

$

(14,764

)

 

$

(22,255

)

 

$

(61,257

)

Interest expense, net

 

1,483

 

 

 

1,915

 

 

 

8,413

 

 

 

25,871

 

Income tax (benefit) provision

 

(17,044

)

 

 

675

 

 

 

(17,185

)

 

 

675

 

Loss from extinguishment of debt

 

 

 

 

 

 

 

 

 

 

9,873

 

Depreciation & amortization

 

12,686

 

 

 

15,237

 

 

 

56,904

 

 

 

59,947

 

EBITDA

 

3,860

 

 

 

3,063

 

 

 

25,877

 

 

 

35,109

 

Other income, net (a)

 

(807

)

 

 

 

 

 

(10,236

)

 

 

(143

)

Equity-based compensation (b)

 

11,424

 

 

 

5,619

 

 

 

36,434

 

 

 

9,957

 

Transaction, integration and restructuring expenses (c)

 

1,528

 

 

 

2,955

 

 

 

7,890

 

 

 

6,287

 

Other non-recurring items (d)

 

1,043

 

 

 

1,467

 

 

 

3,781

 

 

 

4,780

 

Adjusted EBITDA

$

17,048

 

 

$

13,104

 

 

$

63,746

 

 

$

55,990

 

Revenue

$

60,599

 

 

$

46,313

 

 

$

222,653

 

 

$

166,154

 

Adjusted EBITDA margin

 

28

%

 

 

28

%

 

 

29

%

 

 

34

%

(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, including a go-to market integration project conducted in the third quarter of 2022. Restructuring expenses relate to impairment and restructuring charges related to office relocations.

(d) Non-recurring items represent expenses that are typically one-time, non-operational in nature, and unrelated to our core operations.

Reconciliation of Adjusted Gross Profit to GAAP Gross Profit

(in thousands; unaudited)

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Reported gross profit

$

50,804

 

 

$

35,415

 

 

$

180,028

 

 

$

125,465

 

Amortization of intangible assets resulting from acquisition-related purchase accounting adjustments (a)

 

2,401

 

 

 

5,095

 

 

 

15,715

 

 

 

20,220

 

Equity-based compensation

 

244

 

 

 

198

 

 

 

942

 

 

 

277

 

Adjusted Gross Profit

$

53,449

 

 

$

40,708

 

 

$

196,685

 

 

$

145,962

 

Revenue

 

60,599

 

 

 

46,313

 

 

 

222,653

 

 

 

166,154

 

Adjusted Gross Margin

 

88

%

 

 

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.