[10-Q] Definitive Healthcare Corp. Quarterly Earnings Report
Definitive Healthcare Corp. reported Q3 2025 revenue of $60.0 million versus $62.7 million a year ago, with gross profit of $46.0 million. Loss from operations was $8.7 million. Net loss attributable to Definitive Healthcare narrowed to $14.8 million from $130.9 million in Q3 2024, which included a large impairment.
Year to date, revenue was $180.0 million and operating cash flow was $51.1 million. The company reduced its 2021 Term Loan principal to $168.4 million and had no borrowings on its $50.0 million revolver, with $49.7 million available after a standby letter of credit. Total assets were $755.5 million, including goodwill of $216.8 million following a $176.5 million non‑cash goodwill impairment recorded in Q1 2025. Deferred revenue was $92.0 million, and remaining performance obligations totaled $247.3 million. Class A shares outstanding were 103,011,649 as of September 30, 2025.
- None.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer |
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Non-accelerated Filer |
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Smaller reporting company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 3, 2025, the number of outstanding shares of the registrant’s Class A Common Stock was
Definitive Healthcare Corp.
Quarterly Report on Form 10-Q
For the Quarterly Period Ended September 30, 2025
TABLE OF CONTENTS
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Page |
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Glossary |
3 |
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Cautionary Note Regarding Forward-Looking Statements |
4 |
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Part I. |
FINANCIAL INFORMATION |
5 |
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Item 1. |
Condensed Consolidated Balance Sheets (Unaudited) |
5 |
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Condensed Consolidated Statements of Operations (Unaudited) |
6 |
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Condensed Consolidated Statements of Comprehensive Loss (Unaudited) |
7 |
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Condensed Consolidated Statements of Changes in Total Equity (Unaudited) |
8 |
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Condensed Consolidated Statements of Cash Flows (Unaudited) |
10 |
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Notes to the Condensed Consolidated Financial Statements (Unaudited) |
11 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
34 |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
56 |
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Item 4. |
Controls and Procedures |
57 |
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Part II. |
OTHER INFORMATION |
58 |
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Item 1. |
Legal Proceedings |
58 |
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Item 1A. |
Risk Factors |
58 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
58 |
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Item 3. |
Defaults Upon Senior Securities |
59 |
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Item 4. |
Mine Safety Disclosures |
59 |
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Item 5. |
Other Information |
59 |
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Item 6. |
Exhibits |
60 |
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Signatures |
61 |
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2
GLOSSARY
As used in this Quarterly Report on Form 10-Q (“Quarterly Report”), the terms identified below have the meanings specified below unless otherwise noted or the context indicates otherwise. References in this Quarterly Report to “Definitive Healthcare Corp.” refer to Definitive Healthcare Corp. and not to any of its subsidiaries unless the context indicates otherwise. References in this Quarterly Report to “Definitive Healthcare,” “Definitive,” the “Company,” “we,” “us,” and “our” refer to Definitive Healthcare Corp. and its consolidated subsidiaries unless the context indicates otherwise.
3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, such as those contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Forward-looking statements 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, but are not limited to: (i) our dependence on third parties, including public sources, for data, information, and other services, and our relationships with such third parties; (ii) increased accessibility to free or relatively inexpensive information sources; (iii) our ability to maintain high annual renewal rates; (iv) our ability to compete in the highly competitive industry in which we operate, and potential adverse effects of this competition; (v) our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, macroeconomic market conditions, and changing regulatory requirements; (vi) changes in government policy positions, including trade policy, spending priorities, or reductions in government programs, government spending, or research funding; (vii) our loss of, or inability to attract and retain, key personnel; (viii) the effectiveness of our business plans; (ix) our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments, or dispositions; (x) our exposure to risk from having operations and employees in other countries; (xi) our exposure to risk from the international scope of our operations, including potentially adverse tax consequences from the international scope of our operations and our corporate and financing structure; (xii) the strength of our brand and reputation; (xiii) our level of indebtedness, which could adversely affect our business, financial condition, and results of operations; (xiv) our ability to obtain, protect, defend, or enforce our intellectual property rights; (xv) our ability to leverage artificial intelligence technologies (“AI”) in our products and services, including generative AI, large language models, machine learning, and other AI tools; (xvi) any significant disruption in or unauthorized access to or breaches of our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyberattacks; (xvii) our use of “open source” software in our products and services; (xviii) our ability to comply with applicable data protection and privacy laws; and (xix) other factors beyond our control.
For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) on February 27, 2025, and Part II, Item 1A in this Quarterly Report and the other cautionary statements that are included elsewhere in this Quarterly Report and in our public filings, including under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Any forward-looking statement made by us speaks only as of the date on which we make it. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.
4
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DEFINITIVE HEALTHCARE CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except number of shares and par value)
(Unaudited)
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September 30, 2025 |
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December 31, 2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments |
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Accounts receivable, net |
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Prepaid expenses and other assets |
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Deferred contract costs |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets, net |
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Other assets |
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Deferred contract costs |
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Intangible assets, net |
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Goodwill |
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Total assets |
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$ |
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$ |
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Liabilities and Equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other liabilities |
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Deferred revenue |
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Term loan |
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Operating lease liabilities |
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Total current liabilities |
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Long term liabilities: |
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Deferred revenue |
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Term loan |
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Operating lease liabilities |
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TRA liability |
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Deferred tax liabilities |
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Other liabilities |
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Total liabilities |
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Equity: |
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Class A Common Stock, par value $ |
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Class B Common Stock, par value $ |
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Additional paid-in capital |
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Accumulated other comprehensive deficit |
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( |
) |
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( |
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Accumulated deficit |
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( |
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( |
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Noncontrolling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See notes to unaudited condensed consolidated financial statements.
5
DEFINITIVE HEALTHCARE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share amounts and per share data)
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue: |
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Cost of revenue exclusive of amortization |
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Amortization |
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Gross profit |
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Operating expenses: |
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Sales and marketing |
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Product development |
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General and administrative |
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Depreciation and amortization |
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Transaction, integration, and restructuring expenses |
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( |
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Goodwill impairment |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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( |
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Other income (expense), net: |
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Interest income |
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Interest expense |
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( |
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( |
) |
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( |
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( |
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(Loss) gain on remeasurement of TRA liability |
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( |
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Loss on partial extinguishment of debt |
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( |
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Other (expense) income, net |
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( |
) |
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( |
) |
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( |
) |
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( |
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Total other (expense) income, net |
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( |
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Net loss before income taxes |
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( |
) |
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( |
) |
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( |
) |
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( |
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(Provision for) benefit from income taxes |
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( |
) |
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Net loss |
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( |
) |
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( |
) |
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( |
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( |
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Less: Net loss attributable to noncontrolling interests |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Net loss attributable to Definitive Healthcare Corp. |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
Net loss per share of Class A Common Stock: |
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Basic and diluted |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
Weighted average Class A Common Stock outstanding: |
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Basic and diluted |
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See notes to unaudited condensed consolidated financial statements.
6
DEFINITIVE HEALTHCARE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Other comprehensive income (loss): |
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Foreign currency translation adjustments |
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Unrealized gain (loss) on available-for-sale securities |
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( |
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Unrealized loss on interest rate hedging instruments |
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( |
) |
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( |
) |
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( |
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( |
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Comprehensive loss |
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( |
) |
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( |
) |
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( |
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( |
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Less: Comprehensive loss attributable to noncontrolling interests |
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( |
) |
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( |
) |
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( |
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( |
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Comprehensive loss attributable to Definitive Healthcare Corp. |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
See notes to unaudited condensed consolidated financial statements.
7
DEFINITIVE HEALTHCARE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY
(in thousands, except share amounts)
(Unaudited)
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Accumulated |
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Additional |
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Other |
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Class A |
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Class A |
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Class B |
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Class B |
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Paid-In |
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Accumulated |
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Comprehensive |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Deficit |
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Interests |
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Equity |
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Balance at January 1, 2025 |
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$ |
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$ |
— |
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$ |
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$ |
( |
) |
$ |
( |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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( |
) |
Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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( |
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Vested incentive units |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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Issuance of Class A Common Stock upon vesting of RSUs |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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Shares withheld related to net share settlement |
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( |
) |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
Repurchases of Class A Common Stock |
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( |
) |
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( |
) |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Effect of changes in LLC ownership, including LLC unit exchanges |
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— |
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( |
) |
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— |
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— |
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— |
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( |
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Forfeited unvested incentive units |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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— |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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|||
Balance at March 31, 2025 |
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$ |
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$ |
— |
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$ |
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$ |
( |
) |
$ |
( |
) |
$ |
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$ |
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||||||
Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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( |
) |
Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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( |
) |
Vested incentive units |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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Issuance of Class A Common Stock upon vesting of RSUs |
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— |
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— |
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— |
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— |
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( |
) |
|
— |
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|||
Shares withheld related to net share settlement |
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( |
) |
|
— |
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|
— |
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— |
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( |
) |
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— |
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— |
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— |
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|
( |
) |
Repurchases of Class A Common Stock |
|
( |
) |
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
|
|
( |
) |
|
Effect of changes in LLC ownership, including LLC unit exchanges |
|
|
|
— |
|
|
( |
) |
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|||
Equity-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|||
Distributions to noncontrolling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Balance at June 30, 2025 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
||||||
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
Other comprehensive loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Issuance of Class A Common Stock upon vesting of RSUs |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|||
Shares withheld related to net share settlement |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
Repurchases of Class A Common Stock |
|
( |
) |
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
|
|
( |
) |
|
Effect of changes in LLC ownership, including LLC unit exchanges |
|
|
|
— |
|
|
( |
) |
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|||
Equity-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|||
Balance at September 30, 2025 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
See notes to unaudited condensed consolidated financial statements. |
|
||||||||||||||||||||||||||
8
DEFINITIVE HEALTHCARE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (CONTINUED)
(in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
Other |
|
|
|
|
|
|||||||||
|
Class A |
|
Class A |
|
Class B |
|
Class B |
|
Paid-In |
|
Accumulated |
|
Comprehensive |
|
Noncontrolling |
|
Total |
|
|||||||||
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Capital |
|
Deficit |
|
Income (Deficit) |
|
Interests |
|
Equity |
|
|||||||||
Balance at January 1, 2024 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
|||||||
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
Other comprehensive loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Vested incentive units |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
|
|
— |
|
|
Issuance of Class A Common Stock upon vesting of RSUs |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|||
Shares withheld related to net share settlement |
|
( |
) |
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
Effect of changes in LLC ownership, including LLC unit exchanges |
|
|
|
— |
|
|
( |
) |
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
||
Forfeited unvested incentive units |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Equity-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|||
Balance at March 31, 2024 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
|||||||
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
Other comprehensive loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Vested incentive units |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
|
|
— |
|
|
Issuance of Class A Common Stock upon vesting of RSUs |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
||
Shares withheld related to net share settlement |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
Repurchases of Class A Common Stock |
|
( |
) |
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
|
|
( |
) |
|
Effect of changes in LLC ownership, including LLC unit exchanges |
|
|
|
— |
|
|
( |
) |
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|||
Forfeited unvested incentive units |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Equity-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|||
Distributions to noncontrolling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Balance at June 30, 2024 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
|||||||
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Vested incentive units |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
|
|
— |
|
|
Issuance of Class A Common Stock upon vesting of RSUs |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
||
Shares withheld related to net share settlement |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
Repurchases of Class A Common Stock |
|
( |
) |
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
|
|
( |
) |
|
Effect of changes in LLC ownership, including LLC unit exchanges |
|
|
|
— |
|
|
( |
) |
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|||
Forfeited unvested incentive units |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Equity-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|||
Distributions to noncontrolling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Balance at September 30, 2024 |
|
|
|
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
See notes to unaudited condensed consolidated financial statements. |
|
||||||||||||||||||||||||||
9
DEFINITIVE HEALTHCARE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flows provided by (used in) operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Amortization of intangible assets |
|
|
|
|
|
|
||
Amortization of deferred contract costs |
|
|
|
|
|
|
||
Equity-based compensation |
|
|
|
|
|
|
||
Amortization of debt issuance costs |
|
|
|
|
|
|
||
Write-off of deferred offering costs |
|
|
|
|
|
|
||
(Recovery of) provision for doubtful accounts receivable |
|
|
( |
) |
|
|
|
|
Loss on partial extinguishment of debt |
|
|
|
|
|
|
||
Non-cash restructuring charges |
|
|
|
|
|
|
||
Goodwill impairment charges |
|
|
|
|
|
|
||
TRA remeasurement |
|
|
( |
) |
|
|
( |
) |
Changes in fair value of contingent consideration |
|
|
( |
) |
|
|
( |
) |
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
|
||
Prepaid expenses and other assets |
|
|
( |
) |
|
|
( |
) |
Deferred contract costs |
|
|
( |
) |
|
|
( |
) |
Contingent consideration |
|
|
|
|
|
( |
) |
|
Accounts payable, accrued expenses, and other liabilities |
|
|
|
|
|
( |
) |
|
Deferred revenue |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows (used in) provided by investing activities: |
|
|
|
|
|
|
||
Purchases of property, equipment, and other assets |
|
|
( |
) |
|
|
( |
) |
Purchases of short-term investments |
|
|
( |
) |
|
|
( |
) |
Maturities of short-term investments |
|
|
|
|
|
|
||
Cash paid for acquisitions, net of cash acquired |
|
|
|
|
|
( |
) |
|
Net cash provided by (used in) investing activities |
|
|
|
|
|
( |
) |
|
Cash flows (used in) provided by financing activities: |
|
|
|
|
|
|
||
Repayments of term loan |
|
|
( |
) |
|
|
( |
) |
Proceeds from term loan |
|
|
|
|
|
|
||
Payments of debt issuance costs |
|
|
( |
) |
|
|
|
|
Taxes paid related to net share settlement of equity awards |
|
|
( |
) |
|
|
( |
) |
Repurchases of Class A Common Stock |
|
|
( |
) |
|
|
( |
) |
Payments of contingent consideration |
|
|
|
|
|
( |
) |
|
Payments under TRA |
|
|
( |
) |
|
|
( |
) |
Member distributions |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Net increase in cash and cash equivalents |
|
|
|
|
|
|
||
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
||
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
Supplemental cash flow disclosures: |
|
|
|
|
|
|
||
Cash paid during the period for: |
|
|
|
|
|
|
||
Interest |
|
$ |
|
|
$ |
|
||
Income taxes |
|
$ |
|
|
$ |
|
||
Acquisitions: |
|
|
|
|
|
|
||
Net assets acquired, net of cash acquired |
|
$ |
|
|
$ |
|
||
Working capital adjustment receivable |
|
|
|
|
|
( |
) |
|
Net cash paid for acquisitions |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of non-cash investing activities: |
|
|
|
|
|
|
||
Capital expenditures included in accounts payable and accrued expenses and other liabilities |
|
$ |
|
|
$ |
|
||
See notes to unaudited condensed consolidated financial statements.
10
DEFINITIVE HEALTHCARE CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Basis of Presentation
Description of Business and Organization
Definitive Healthcare Corp. (the “Company”) was formed on May 5, 2021 as a Delaware corporation to facilitate an IPO and other related transactions to carry on the business of Definitive OpCo. Following consummation of the Reorganization Transactions, as described below, Definitive OpCo became a subsidiary of the Company. The Company, through its operating subsidiaries, provides comprehensive and up-to-date hospital and healthcare-related information and insight across the entire healthcare continuum via a multi-tenant software-as-a-service (“SaaS”) platform which combines proprietary and public sources to deliver insights. The Company is headquartered in Framingham, Massachusetts.
In connection with the IPO, the Company completed the following the Reorganization Transactions: Definitive OpCo entered into the Amended LLC Agreement pursuant to which members of Definitive OpCo prior to the IPO who continued to hold LLC Units in Definitive OpCo following the consummation of the Reorganization Transactions acquired the right to require Definitive OpCo to redeem all or a portion of their LLC Units for newly issued shares of Class A Common Stock on a one-for-one basis. Until redeemed or exchanged, each LLC Unit is paired with one share of the Company. Class B Common Stock. The total shares of Class B Common Stock outstanding is equal to the number of vested LLC Units outstanding, excluding LLC Units held by the Company. Unvested LLC Units are paired with Class B Common Stock, which are issued but do not have voting rights and are deemed not outstanding until the corresponding LLC Units have vested. Certain entities treated as corporations for U.S. federal income tax purposes that held LLC Units (individually, a “Blocker Company” and collectively, the “Blocker Companies”) each merged with a merger subsidiary of the Company, and subsequently merged into the Company (the “Mergers”). The former shareholders of the Blocker Companies collectively received a number of shares of Class A Common Stock in the Mergers equal to the number of LLC Units held by the Blocker Companies prior to the Mergers.
Following the Reorganization Transactions, Definitive Healthcare Corp. became a holding company, with its sole material asset being a controlling equity interest in Definitive OpCo. The Company operates and controls all of the business and affairs of Definitive OpCo, and through Definitive OpCo and its subsidiaries, conducts its business. Accordingly, the Company consolidates the financial results of Definitive OpCo, and reports the noncontrolling interests of unexchanged LLC Unit holders on its unaudited condensed consolidated financial statements.
In connection with the Reorganization Transactions and the IPO, the Company entered into a TRA. See Note 16. Income Taxes.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in conformity with rules applicable to quarterly financial information. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The unaudited condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2024. All adjustments, consisting of normal recurring adjustments, except as otherwise noted, considered, in the opinion of management, necessary for a fair presentation of the unaudited condensed consolidated financial statements for these interim periods have been included.
Refer to Note 2. Summary of Significant Accounting Policies in the notes to the consolidated financial statements in the 2024 Form 10-K for the Company’s significant accounting policies and estimates.
11
Use of Estimates in the Preparation of Financial Statements
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, revenue recognition, allowance for doubtful accounts, contingencies, valuations, useful lives of intangible assets acquired in business combinations, equity-based compensation, and income taxes. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, (“ASU 2023-09”), which is effective for annual periods beginning after December 15, 2024. ASU 2023-09 intends to enhance the transparency as well as usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid. Accordingly, applicable expanded disclosures will be reflected in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. The Company is currently assessing the impact, if any, that adoption of this new accounting standard will have on its unaudited condensed consolidated financial statements and footnote disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (“ASU 2025-06”). ASU 2025-06 modernizes and clarifies the threshold for when an entity is required to begin capitalizing software costs and is based on when (i) management has authorized and committed to funding the software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and interim reporting periods, with early adoption permitted. The Company is currently assessing the impact, if any, that adoption of this new accounting standard will have on its unaudited condensed consolidated financial statements and footnote disclosures.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”), which refines the scope Topic 815 and clarifies which contracts are subject to derivative accounting. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. The amendments in ASU 2025-07 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods, with early adoption permitted. The Company is currently assessing the impact, if any, that adoption of this new accounting standard will have on its unaudited condensed consolidated financial statements and footnote disclosures.
No other new accounting pronouncements issued or effective during the first nine months of the current year have had, or are expected to have, a material impact on the Company’s unaudited condensed consolidated financial statements.
12
2. Acquisitions
Carevoyance
On January 16, 2024, the Company completed the purchase of assets comprising the Carevoyance business line of H1 Insights, Inc. (“Carevoyance”), a product that helps medical technology (“MedTech”) customers to improve segmentation, targeting, and prospect engagement, for $
The Company finalized the purchase price allocations of the Carevoyance acquisition during the fourth quarter of 2024.
(in thousands) |
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Purchase price allocation: |
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Final Purchase Price |
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Accounts receivable |
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$ |
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Intangible assets |
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Deferred revenue |
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( |
) |
Total assets acquired and liabilities assumed |
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Goodwill |
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Purchase price |
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$ |
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|
As a result of the Carevoyance acquisition, the Company recorded goodwill, developed technology, customer relationships, and tradename of $
The developed technology represents Carevoyance’s proprietary solutions that are designed to assist MedTech customers with improving segmentation, targeting, and prospect engagement. The Company used the income approach, specifically the multi-period excess earnings method, to determine the value of developed technology. Significant assumptions include an obsolescence factor, tax rate, and discount rate. The developed technology was valued at $
Customer relationships represent the estimated fair value of the underlying relationships with the acquired entity’s business customers. The Company valued customer relationships using the income approach, specifically the multi-period excess earnings method. Significant assumptions include estimated attrition rates, discount rates, and tax rates reflecting the different risk profiles of the asset depending upon the acquisition. The value assigned to customer relationships is $
The tradename represents the estimated fair value of the registered trade name associated with the Carevoyance corporate brand. The Company estimated the fair value of the trademark using a relief from royalty method of the income approach. Significant assumptions include forecast of royalty rate, tax rate, and discount rate. The trademark was valued at $
In total, intangible assets acquired in the Carevoyance acquisition are estimated to be amortized over a weighted average of
Pro forma results of operation for this acquisition have not been presented because the effects were not material to the Company’s unaudited condensed consolidated financial results.
13
3. Revenue
The Company disaggregates revenue from its arrangements with customers by type of service as it believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
The following table represents a disaggregation of revenue from arrangements with customers for the three and nine months ended September 30, 2025 and 2024, respectively:
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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(in thousands) |
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2025 |
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2024 |
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2025 |
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2024 |
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||||
Subscription services |
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$ |
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$ |
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$ |
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$ |
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||||
Professional services |
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|
|
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Total revenue |
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$ |
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|
$ |
|
|
$ |
|
|
$ |
|
||||
Deferred Contract Costs
A summary of the activity impacting the deferred contract costs for the nine months ended September 30, 2025 and the year ended December 31, 2024 is presented below:
(in thousands) |
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Nine Months Ended September 30, 2025 |
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Year Ended December 31, 2024 |
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||
Balance at beginning of period |
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$ |
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$ |
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Costs amortized |
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( |
) |
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( |
) |
Additional amounts deferred |
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Balance at end of period |
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Classified as: |
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Current |
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Non-current |
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Total deferred contract costs (deferred commissions) |
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$ |
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|
$ |
|
||
Contract Liabilities
A summary of the activity impacting deferred revenue balances during the nine months ended September 30, 2025 and for the year ended December 31, 2024 is presented below:
(in thousands) |
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Nine Months Ended September 30, 2025 |
|
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Year Ended December 31, 2024 |
|
||
Balance at beginning of period |
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$ |
|
|
$ |
|
||
Revenue recognized |
|
|
( |
) |
|
|
( |
) |
Additional amounts deferred |
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|
|
|
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|
||
Balance at end of period |
|
$ |
|
|
$ |
|
||
Remaining Performance Obligations
Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be invoiced and recognized as revenue in future periods. Transaction price allocated to remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, and disparate contract terms. The Company’s backlog represents installment billings for periods beyond the current billing cycle. The majority of the Company’s noncurrent remaining performance obligations will be recognized in the next 13 to 36 months.
The remaining performance obligations consisted of the following:
(in thousands) |
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September 30, |
|
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December 31, |
|
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Current |
|
$ |
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|
$ |
|
||
Non-current |
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|
|
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Total |
|
$ |
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|
$ |
|
||
14
4. Short-Term Investments
Short-term investments classified as available-for-sale consisted of the following:
|
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September 30, 2025 |
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(in thousands) |
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Amortized Cost |
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Gross Unrealized Gains |
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Gross Unrealized Losses |
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Fair Value |
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Short-term investments: |
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US treasuries |
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$ |
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|
$ |
|
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$ |
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$ |
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Commercial paper |
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Certificates of deposit |
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Total short-term investments |
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$ |
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|
$ |
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|
$ |
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$ |
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||||
|
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December 31, 2024 |
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(in thousands) |
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Amortized Cost |
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Gross Unrealized Gains |
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Gross Unrealized Losses |
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Fair Value |
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Short-term investments: |
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||||
US treasuries |
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$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Commercial paper |
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|
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( |
) |
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Certificates of deposit |
|
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|
|
|
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|
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( |
) |
|
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|
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Total short-term investments |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
All short-term investments had stated maturity dates of less than one year. Included in the amortized cost as of September 30, 2025 and December 31, 2024 is net accumulated accretion of $
15
5. Accounts Receivable, Net
Accounts receivable, net consisted of the following:
(in thousands) |
|
September 30, |
|
|
December 31, |
|
||
Accounts receivable |
|
$ |
|
|
$ |
|
||
Unbilled receivable |
|
|
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|
||
|
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|
||
Less: allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
Accounts receivable, net |
|
$ |
|
|
$ |
|
||
6. Prepaid Expenses and Other Assets
Prepaid expenses and other assets consisted of the following:
(in thousands) |
|
September 30, |
|
|
December 31, |
|
||
Prepaid expenses |
|
$ |
|
|
$ |
|
||
Interest receivables |
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Short-term deposits |
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Short-term derivative asset |
|
|
|
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|
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Prepaid expenses and other assets |
|
$ |
|
|
$ |
|
||
7. Property and Equipment, Net
Property and equipment, net consisted of the following:
(in thousands) |
|
September 30, |
|
|
December 31, |
|
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Computers and software |
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$ |
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$ |
|
||
Furniture and equipment |
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|
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Leasehold improvements |
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Construction and software development in process |
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Less: accumulated depreciation and amortization |
|
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( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation and amortization expense associated with property and equipment was $
16
8. Goodwill and Intangible Assets
The carrying amounts of goodwill and intangible assets, as of September 30, 2025 and December 31, 2024, consisted of the following:
|
|
September 30, 2025 |
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(in thousands) |
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Gross |
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Accumulated |
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Net Carrying |
|
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Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|||
Customer relationships |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Developed technologies |
|
|
|
|
|
( |
) |
|
|
|
||
Tradenames |
|
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( |
) |
|
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|
||
Database |
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( |
) |
|
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|
||
Total finite-lived intangible assets |
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( |
) |
|
|
|
||
Goodwill |
|
|
|
|
|
|
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|
|||
Total goodwill and intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
December 31, 2024 |
|
|||||||||
(in thousands) |
|
Gross |
|
|
Accumulated |
|
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Net Carrying |
|
|||
Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|||
Customer relationships |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Developed technologies |
|
|
|
|
|
( |
) |
|
|
|
||
Tradenames |
|
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|
( |
) |
|
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|
||
Database |
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( |
) |
|
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|
||
Total finite-lived intangible assets |
|
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|
|
( |
) |
|
|
|
||
Goodwill |
|
|
|
|
|
|
|
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|
|||
Total goodwill and intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Amortization expense associated with finite-lived intangible assets was $
Estimated total intangible amortization expense during the next five years and thereafter is as follows:
(in thousands) |
|
|
|
|
2025, excluding the nine months ended September 30, 2025 |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Thereafter |
|
|
|
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Total |
|
$ |
|
|
The Company determined it had
17
Goodwill Impairment
Goodwill and acquired intangible assets are initially recorded at fair value and tested periodically for impairment. For purposes of initial recognition, the Company estimates the fair value of these assets using primarily unobservable inputs, which are considered Level 3 fair value measurements as defined in Note 12. Fair Value Measurements. The Company performs an impairment test of goodwill during the fourth quarter of each fiscal year and more frequently if indicators of potential impairment arise.
Though the Company traditionally performs its annual impairment assessment in the first month of the fourth quarter of each calendar year, during the first quarter of 2025, the Company experienced declines in its market capitalization as a result of sustained decreases in the Company’s stock price, which represented a triggering event requiring 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, the Company determined that the fair value of its single reporting unit as of the measurement date was lower than its carrying value and, accordingly, recorded a non-cash, pretax, goodwill impairment charge of $
In calculating the goodwill impairment charge, the Company estimated the fair value of its single reporting unit based on its market capitalization and an appropriate control premium. Market capitalization is determined by multiplying the number of shares of Class A Common Stock outstanding by the market price of its Class A Common Stock. The control premium, or the amount paid by a new controlling shareholder for the benefits resulting from synergies and other potential benefits derived from controlling the acquired company, is determined by utilizing data from publicly available premium studies for similarly situated public company transactions. A goodwill impairment loss is recognized for the difference between the carrying value of the reporting unit and the fair value.
There were no triggering events identified during the third quarter of 2025 that would have required management to perform a goodwill impairment test.
As of and for the periods ended September 30, 2025 and December 31, 2024, goodwill consisted of the following:
(in thousands) |
|
Nine Months Ended |
|
|
Year Ended |
|
||
Goodwill, gross - beginning of period |
|
$ |
|
|
$ |
|
||
Accumulated impairment losses |
|
|
( |
) |
|
|
( |
) |
Goodwill, net - beginning of period |
|
|
|
|
|
|
||
Goodwill acquired during period |
|
|
|
|
|
|
||
Goodwill impairment loss |
|
|
( |
) |
|
|
( |
) |
Goodwill, net - end of period |
|
$ |
|
|
$ |
|
||
(in thousands) |
|
Nine Months Ended |
|
|
Year Ended |
|
||
Goodwill, gross - end of period |
|
$ |
|
|
$ |
|
||
Accumulated impairment losses |
|
|
( |
) |
|
|
( |
) |
Goodwill, net - end of period |
|
$ |
|
|
$ |
|
||
The Company also considered its intangible assets with finite useful lives, which are amortized over their estimated useful lives, generally on a straight-line basis. These assets are reviewed for impairment when facts or circumstances indicate that the carrying values may not be recoverable. As described above, the Company experienced a triggering event in the first quarter of 2025 resulting from declines in the Company’s market capitalization driven by sustained decreases in the Company’s stock price. Accordingly, the Company’s intangible assets were reviewed for impairment as a result of this triggering event. Based on quantitative and qualitative analyses performed during the first quarter of 2025, management concluded the assets were recoverable and no impairment charges were recorded on intangible assets as a result of the first quarter triggering event.
There were no triggering events identified during the third quarter of 2025 that would have required management to perform an impairment test on its intangible assets.
18
9. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the following:
(in thousands) |
|
September 30, |
|
|
December 31, |
|
||
Payroll and payroll-related |
|
$ |
|
|
$ |
|
||
TRA liability, current portion |
|
|
|
|
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|
||
Accrued liability for data contract termination |
|
|
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Accrued legal matters |
|
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Accrued capital data expenditures |
|
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Contingent consideration, current |
|
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Sales, franchise, and other taxes |
|
|
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|
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|
||
Other |
|
|
|
|
|
|
||
Accrued expenses and other liabilities |
|
$ |
|
|
$ |
|
||
On January 3, 2024, the Company committed to a restructuring plan (the “2024 Restructuring Plan”) intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. The 2024 Restructuring Plan provided for a reduction of the Company’s then-current workforce by approximately
The following table sets forth the activity in the Company’s liabilities resulting from the 2024 Restructuring Plan:
(in thousands) |
|
2024 |
|
|
Balance at December 31, 2024 |
|
$ |
|
|
Charges incurred |
|
|
|
|
Cash payments made |
|
|
( |
) |
Balance at September 30, 2025 |
|
$ |
|
|
The Company does not expect to incur additional material restructuring and related charges associated with the 2024 Restructuring Plan during the remainder of 2025.
19
10. Long-Term Debt
Long-term debt consisted of the following as of September 30, 2025 and December 31, 2024, respectively:
|
|
September 30, 2025 |
|
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(in thousands) |
|
Principal |
|
|
Unamortized debt |
|
|
Total debt, |
|
|||
2021 Term Loan |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Less: current portion of long-term debt |
|
|
|
|
|
|
|
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|
|||
Long-term debt |
|
|
|
|
|
|
|
$ |
|
|||
|
|
December 31, 2024 |
|
|||||||||
(in thousands) |
|
Principal |
|
|
Unamortized debt |
|
|
Total debt, |
|
|||
2021 Term Loan |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Less: current portion of long-term debt |
|
|
|
|
|
|
|
|
|
|||
Long-term debt |
|
|
|
|
|
|
|
$ |
|
|||
During the nine months ended September 30, 2025, the Company repaid $
2021 Credit Agreement
In September 2021, DH Holdings entered into a credit agreement (the “2021 Credit Agreement”) with Bank of America, N.A., as administrative agent, the other lenders party thereto and the other parties specified therein. On January 16, 2025 (the “Closing Date”), DH Holdings entered into an amendment to the credit agreement (the “DH Holdings Credit Agreement Amendment”), dated as of September 17, 2021 (as amended by Amendment No. 1, dated as of October 31, 2022, and as further amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement,” and as further amended by the DH Holdings Credit Agreement Amendment, the “DH Holdings Credit Agreement”), with Bank of America, N.A., as administrative agent, the lenders party thereto and the other parties specified therein.
The DH Holdings Credit Agreement Amendment provides for (i) a $
The loans under the Term Facility and the Revolving Credit Facility mature on
The Term Facility is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter, commencing on the last day of the first full fiscal quarter after the Closing Date (the “Initial Amortization Date”), equal to
20
The Term Facility and the Revolving Credit Facility bear interest at a rate per annum equal to (a) ABR (as defined in the DH Holdings Credit Agreement) or (b) Term SOFR (as defined in the DH Holdings Credit Agreement) for the interest period in effect for the applicable borrowing, in each case, plus an applicable margin based on a grid ranging from
Under the DH Holdings Credit Agreement, DH Holdings (and in certain circumstances, Holdings) and its restricted subsidiaries are subject to customary affirmative, negative and financial covenants, and events of default for facilities of this type (with customary grace periods, as applicable, and lender remedies).
In connection with the DH Holdings Credit Agreement Amendment, the Company repaid $
21
11. Derivative Instruments and Hedging Activities
Risk Management Objective of Using Derivatives
The Company is exposed to risks from changes in interest rates related to the 2021 Term Loan (See Note 10. Long-Term Debt). The Company uses derivative financial instruments, specifically, interest rate swap and cap contracts, in order to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. The Company’s primary objective in holding derivatives is to reduce the volatility of cash flows associated with changes in interest rates. The Company does not enter into derivative transactions for speculative or trading purposes.
Cash Flow Hedges of Interest Rate Risk
The Company entered into
During the first quarter of 2025, the Company entered into
The derivative interest rate caps are designated and qualify as cash flow hedges. Consequently, the change in the estimated fair value of the effective portion of the derivative is recognized in accumulated other comprehensive (deficit) income (“AOCI”) on the unaudited condensed consolidated balance sheets and reclassified to interest expense, net, when the underlying transaction has an impact on earnings. The Company expects to recognize $
The fair values of the interest rate caps as of September 30, 2025 and the fair values of the interest rate swaps as of December 31, 2024 were recorded in the Company’s unaudited condensed consolidated balance sheets as follows:
(in thousands) |
|
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|
|
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|
||
Description |
|
Balance Sheet Location |
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Short-term derivative asset |
|
Prepaid expenses and other assets |
|
$ |
|
|
$ |
|
||
Long-term derivative asset |
|
Other assets |
|
$ |
|
|
$ |
|
||
22
12. Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date, and establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value as follows:
Level 1 – Observable inputs (unadjusted) that reflect unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Other inputs that are directly or indirectly observable in the marketplace.
Level 3 – Unobservable inputs that are supported by little or no market activity, including the Company’s own assumptions in determining fair value.
The Company’s financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and equivalents, short-term investments, accounts receivable, accounts payable, long-term and short-term debt, derivative financial instruments, and contingent consideration payable. The estimated fair value of cash included in cash and cash equivalents, accounts receivable, and accounts payable approximates their carrying value due to their short maturities (less than 12 months).
Debt
The Company’s short- and long-term debt are recorded at their carrying values in the unaudited condensed consolidated balance sheets, which may differ from their respective fair values. The estimated fair values of the Company’s short- and long-term debt approximate their carrying values as of September 30, 2025 and December 31, 2024, based on interest rates currently available to the Company for similar borrowings.
Money market funds (included in cash and cash equivalents)
Money market funds are recorded at fair value using quoted market prices in active markets and are classified as Level 1 in the fair value hierarchy.
Short-term investments
The Company estimates the fair values of investments in U.S. treasuries, agency bond securities, commercial paper, and certificates of deposit using level 2 inputs, taking into consideration valuations obtained from a third-party pricing service. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads, market yield curves, benchmark securities, prepayment/default projections based on historical data, and other observable inputs.
Derivative financial instruments
The Company uses interest rate caps and swaps to manage interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, and implied volatilities.
To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.
23
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of its derivatives held as of September 30, 2025 and December 31, 2024 were classified as Level 2 in the fair value hierarchy.
Contingent consideration
The deferred consideration resulting from the acquisition of Populi in the third quarter of 2023, which is subject to meeting certain revenue metrics during calendar years 2024 and 2025, is measured at fair value on a recurring basis. During the third quarter of 2025, management estimated the fair value of the contingent consideration liability by calculating the present value of the expected payment at the conclusion of the measurement period. This assessment was performed using a probability-weighted approach, which incorporated updated assumptions reflecting increased certainty and reduced variability in the range of probable outcomes for the final three months of the measurement period. At September 30, 2025, the fair value of the contingent consideration associated with this acquisition was estimated to be $
Contingent consideration resulting from an earnout associated with a previous acquisition was paid during the year ended December 31, 2024.
Earnout liabilities are classified within Level 3 in the fair value hierarchy because the methodology used to develop the estimated fair value includes significant unobservable inputs reflecting management’s own assumptions.
(in thousands) |
|
Nine Months Ended September 30, 2025 |
|
|
Year Ended December 31, 2024 |
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Net change in fair value and other adjustments |
|
|
( |
) |
|
|
( |
) |
Payments |
|
|
|
|
|
( |
) |
|
Balance at end of period |
|
$ |
|
|
$ |
|
||
At September 30, 2025 and December 31, 2024, assets and liabilities measured at fair value on a recurring basis were as follows:
|
|
September 30, 2025 |
|
|||||||||||||
(in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasuries |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial paper |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prepaid expenses and other assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate cap contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate cap contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued expenses and other liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration |
|
|
|
|
|
|
|
|
|
|
|
|
||||
24
|
|
December 31, 2024 |
|
|||||||||||||
(in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Commercial paper (maturities less than 90 days) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasuries |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial paper |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prepaid expenses and other assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued expenses and other liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At September 30, 2025 and December 31, 2024, except for the non-current portion of the contingent consideration noted above, the estimated fair values of all of the Company’s financial assets and liabilities subject to the three-level fair value hierarchy approximated their carrying values due to their short-term maturities (less than 12 months).
Non-recurring fair value measurements
Certain assets and liabilities, including property and equipment, lease right-of-use assets, goodwill, and other intangible assets, are measured at fair value on a non-recurring basis. These assets are remeasured when the derived fair value is below the carrying value on the Company’s unaudited condensed consolidated balance sheet. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. When impairment has occurred, the Company measures the required charges and adjusts the carrying value as discussed in Note 2. Summary of Significant Accounting Policies of the notes to the consolidated financial statements in the Company’s 2024 Form 10-K.
25
13. Noncontrolling Interest
The Company operates and controls all of the business and affairs of Definitive OpCo, and through Definitive OpCo and its subsidiaries, conducts its business. Accordingly, the Company consolidates the financial results of Definitive OpCo, and reports the noncontrolling interests of its consolidated subsidiaries on its unaudited condensed consolidated financial statements based on the LLC Units held by Continuing Pre-IPO LLC Members other than the Company. Changes in the Company’s ownership interest in its consolidated subsidiaries are accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC Units by such Continuing Pre-IPO LLC Members will result in a change in ownership and reduce or increase the amount recorded as noncontrolling interests and increase or decrease additional paid-in capital in the Company’s unaudited condensed consolidated balance sheets.
During the nine months ended September 30, 2025,
As of September 30, 2025 and December 31, 2024, the Company held ownership interests in Definitive OpCo of
26
14. Accumulated Other Comprehensive (Deficit) Income
The following tables summarize the changes in AOCI for the three and nine months ended September 30, 2025 and 2024, respectively.
|
Three Months Ended September 30, 2025 |
|
|
Nine Months Ended September 30, 2025 |
|
||||||||||||||||||||
(in thousands) |
Unrealized (Loss) Gain on Cash Flow Hedges |
|
Unrealized Gain on Investments |
|
Foreign Currency Translation Adjustments |
|
Total |
|
|
Unrealized Loss on Cash Flow Hedges |
|
Unrealized Gain (Loss) on Investments |
|
Foreign Currency Translation Adjustments |
|
Total |
|
||||||||
Beginning balance |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
||
Other comprehensive (loss) income before reclassifications |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|||
Amounts reclassified from AOCI |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||||
Ending balance |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
||
|
Three Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2024 |
|
||||||||||||||||||||
(in thousands) |
Unrealized Gain (Loss) on Cash Flow Hedges |
|
Unrealized (Loss) Gain on Investments |
|
Foreign Currency Translation Adjustments |
|
Total |
|
|
Unrealized Gain (Loss) on Cash Flow Hedges |
|
Unrealized Gain on Investments |
|
Foreign Currency Translation Adjustments |
|
Total |
|
||||||||
Beginning balance |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
|||||
Other comprehensive income (loss) before reclassifications |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Amounts reclassified from AOCI |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Ending balance |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
||||||
27
15. Stockholders’ Equity and Equity-Based Compensation
Stock Repurchase Programs
In May 2024, the Board authorized a stock repurchase program of up to $
The timing and the amount of any repurchased Class A Common Stock will be determined by the Company’s management based on its evaluation of market conditions and other factors. The repurchase program will be funded using the Company’s working capital. Any repurchased shares of Class A Common Stock will be retired. The repurchase program does not obligate the Company to acquire any particular amount of Class A Common Stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.
During the nine months ended September 30, 2025, the Company repurchased
Equity-Based Compensation
The Company recognizes equity-based compensation expense associated with awards granted under equity incentive plans. Equity-based compensation expense is allocated to all departments based on the recipients of the compensation.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
During the three and nine months ended September 30, 2025, the Company accelerated the vesting of
During the three and nine months ended September 30, 2024, the Company accelerated the vesting of
28
Performance Stock Units with Market Conditions
During the nine months ended September 30, 2025, the Company granted
In June 2024, the Company granted PSUs to its Chief Executive Officer with performance criteria related to the Company’s achievement of certain stock price hurdles over a
In February 2024, the Company granted PSUs to its Executive Chairman with performance criteria related to the relative ranking of the TSR of the Company’s common stock for the cumulative three-year performance period return relative to the TSR of certain peer companies within the Nasdaq Software & Services Index. TSR will be measured based on the 45-trading-day average closing stock price on the first day of the performance period compared to the 45-trading-day average closing stock price on the last day of such period, inclusive of applicable cash dividend payments. These PSUs subject to the performance criteria will cliff vest after three years, subject to the satisfaction of the performance criteria and the executive’s continued employment through the performance period. PSUs may vest in a range between
The Company recognized approximately $
29
16. Income Taxes
During the nine months ended September 30, 2025, management performed an assessment of the recoverability of deferred tax assets. Based on the review of all available evidence, the Company determined that it has not yet attained a sustained level of profitability and the objectively verifiable negative evidence outweighed the positive evidence. Therefore, the Company has recorded a valuation allowance for all years on its net operating loss carryforwards, R&D credit carryforwards, and other net deferred tax assets that remain after all sources of taxable income are exhausted, not supportable by the “naked credit” deferred tax liability sourced income as of September 30, 2025.
As of September 30, 2025 and December 31, 2024, the Company has recorded net deferred tax liabilities of $
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring elements of the Tax Cuts and Jobs Act, revisions to the international tax framework, and the reinstatement of favorable tax treatment for certain business-related provisions. OBBBA has multiple effective dates, with certain provisions effective in 2025. While the enactment of OBBBA does not materially affect the Company's deferred tax assets or income tax expense due to the existing valuation allowance, it resulted in an increase to the Company’s TRA liability of approximately $
The Company's effective tax rate was (
The income of the Company’s subsidiaries is generally subject to corporate-level taxation, and certain of these subsidiaries have a valuation allowance whereas others do not. The effective tax rates for each period generally arise from the tax provisions for Company subsidiaries without valuation allowances, and the impact of any revaluation of deferred taxes arising from changes in the states effective tax rates. Such revaluations are caused by changes in state apportionment factors arising from fluctuations in the mix of sales, property and payroll by state, certain state tax rate changes and certain state tax incentives.
Tax Receivable Agreement
Pursuant to the Company’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of Definitive OpCo when LLC Units are redeemed or exchanged by other members. The Company intends to treat any redemptions and exchanges of LLC Interest as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that would otherwise be paid in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
In connection with the IPO, the Company entered into a Tax Receivable Agreement (“TRA”) among the Company, Definitive OpCo, and the TRA Parties and has recorded a liability under the TRA of $
30
17. Loss Per Share
Basic net loss per share of Class A Common Stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of Class A Common Stock outstanding during the period, excluding unvested equity awards and subsidiary member units not exchanged. Diluted earnings per share of Class A Common Stock is calculated by dividing net income attributable to the Company, adjusted for the assumed exchange of all potentially dilutive securities by the weighted-average number of shares of Class A Common Stock outstanding.
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Less: Net loss attributable to noncontrolling interests |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to Definitive Healthcare Corp. |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
( |
) |
The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock for the three and nine months ended September 30, 2025 and 2024 (per share amounts unaudited).
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands, except number of shares and per share amounts) |
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Basic net loss per share attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
||||
Allocation of net loss attributable to Definitive Healthcare Corp. |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares of Class A Common Stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share, basic and diluted |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Shares of the Company’s Class B Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented.
The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the period presented because their effect would have been anti-dilutive:
|
Nine Months Ended September 30, |
|
|||||
|
2025 |
|
|
2024 |
|
||
Definitive OpCo LLC Units (vested and unvested) |
|
|
|
|
|
||
Restricted Stock Units |
|
|
|
|
|
||
31
18. Segment Data
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and assess performance.
The following table presents the operating financial results of our single reportable segment, including revenue, significant expenses regularly provided to the CODM, and net loss:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other segment items, net (1)(2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit from income taxes |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
32
19. Related Parties
The Company has engaged in revenue transactions within the ordinary course of business with entities affiliated with its Sponsors and with members of the Board. During each of the three months ended September 30, 2025 and 2024, the Company recorded revenue from related parties of $
During the three and nine months ended September 30, 2025, the Company also paid $
33
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report and with our audited Consolidated Financial Statements, “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 Form 10-K.
As discussed in “Cautionary Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may materially differ from those discussed in such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in “Risk Factors” under Part II, Item 1A in this Quarterly Report and in Part I, Item 1A of our 2024 Form 10-K.
Overview
Definitive Healthcare is a leading provider of healthcare commercial intelligence. Our solutions are designed to provide accurate and comprehensive information on healthcare providers and their activities to help our customers optimize everything from product development to go-to-market planning and sales and marketing execution. Delivered through our software as a service (“SaaS”) platform, our intelligence has become important to the commercial success of our approximately 2,400 customers as of September 30, 2025. We generally define a customer as a company that maintains one or more active paid subscriptions to our platform.
We sell into three end markets: Life Sciences, Provider, and Diversified. Life Sciences is made up of biopharmaceutical and medical device companies; Providers are the healthcare providers; and Diversified includes healthcare information technology companies and other organizations seeking commercial success in the attractive but complex healthcare ecosystem, such as staffing firms, commercial real estate firms, and financial institutions. Within these organizations, our platform is leveraged by a broad set of functional groups, including sales, marketing, clinical research and product development, strategy, talent acquisition, and physician network management. We offer access to our platform on a subscription basis, and we generate substantially all of our revenue from subscription fees.
We were founded in 2011 by our Executive Chairman, Jason Krantz. Mr. Krantz founded the company to provide healthcare commercial intelligence that enables companies that compete within or sell into the healthcare ecosystem to make better, informed decisions and be more successful. Over time, we have expanded our platform with new intelligence modules, innovative analytics, workflow capabilities, and additional data sources.
We believe any company selling or competing within the healthcare ecosystem is a potential customer for us and contributes to our estimated current total addressable market of over $10 billion. In total, we have identified more than 100,000 potential customers that we believe could benefit from our platform.
34
Recent Developments
Acquisitions
On January 16, 2024, we completed the purchase of assets comprising the Carevoyance business line of H1 Insights, Inc., a product that helps medical technology (“MedTech”) customers improve segmentation, targeting, and prospect engagement for $13.7 million, subject to closing adjustments. Refer to Note 2. Acquisitions to our accompanying unaudited condensed consolidated financial statements for further information.
Goodwill Impairment
During the first quarter of 2025, we experienced declines in our market capitalization as a result of sustained decreases 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, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded a non-cash, pre-tax, goodwill impairment charge of $176.5 million during the first quarter of 2025. The goodwill impairment charge did not affect our liquidity or the financial covenants in our outstanding debt agreement. There were no triggering events identified during the third quarter of 2025 that would have required our management to perform a goodwill impairment test.
We will continue to monitor for potential impairment indicators and potential impairments. See Note 8. Goodwill and Intangible Assets to our accompanying unaudited condensed consolidated financial statements. Our reporting unit is at risk for future goodwill impairments if we experience a continued decline in our market capitalization or worsening macroeconomic conditions.
Restructuring Charges
During the first quarter of 2024, we committed to a restructuring plan intended to reduce operating costs, improve operating margins, and continue advancing our ongoing commitment to profitable growth (the “2024 Restructuring Plan”). The 2024 Restructuring Plan provided for a reduction of the Company’s current workforce by approximately 150 people. During the three and nine months ended September 30, 2024, we incurred restructuring and related charges of $0.2 million and $8.0 million, respectively, consisting primarily of severance payments, employee benefits, and related cash expenses. These charges were recognized within transaction, integration, and restructuring expenses in our unaudited condensed consolidated statements of operations. We do not expect to incur any additional material charges associated with the 2024 Restructuring Plan.
In fiscal year 2024, we recorded impairment charges of $1.2 million related to the consolidation of certain leased office space at our corporate headquarters. These charges comprised $0.9 million relating to the operating lease right-of-use assets and $0.3 million relating to the leasehold improvements. During the nine months ended September 30, 2025, we incurred additional impairment charges of $0.4 million related to the operating lease right-of-use assets. These charges were recognized within transaction, integration, and restructuring expenses in our unaudited condensed consolidated statements of operations for each respective period.
35
Sales Execution Challenges
As part of the 2024 Restructuring Plan, we made significant changes to our go-to-market team that reduced overlay expenses, created a separate group and sales motion for our small and medium sized customers, and allocated more resources to our Enterprise Customers (as the term is defined below). These changes created disruptions to our sales efforts in 2024, impacting both new customer acquisition and upsell to existing customers. These factors, in addition to the lower than historical renewal rates we observed through the second half of 2024 and throughout 2025, have impacted, and we expect will continue to impact, our results in 2025.
Executive Transitions
As part of the Company’s ongoing review of its organizational design with respect to executive leadership we have recently experienced several executive transitions.
On November 7, 2024, we announced that our former Chief Financial Officer, Richard Booth, would be leaving the Company effective June 1, 2025. After a thorough search process, our board of directors (the “Board”) appointed Casey Heller, our former Senior Vice President of Finance, to the role of Chief Financial Officer effective June 2, 2025.
On June 25, 2025, we announced that the Chief Operating Officer position, held by Kate Shamsuddin Jensen, would be eliminated. Ms. Shamsuddin Jensen will remain employed with the Company through August 1, 2025. Ms. Shamsuddin Jensen’s departure constitutes a termination of employment without “cause” for purposes of any employment, equity compensation, or benefit agreement, plan, or arrangement of the Company and its subsidiaries to which Ms. Shamsuddin Jensen is a party or in which she otherwise participates.
Additionally, on July 20, 2025, Jill Larsen resigned from the Board and as a member and chair of the human capital management and compensation committee (the “Compensation Committee”) of the Board, effective July 21, 2025. Ms. Larsen’s resignation was related to increased responsibilities at her present employer and not the result of any disagreements with the Company relating to the Company’s operations, policies, or practices. Due to Ms. Larsen’s resignation, the size of the Board was reduced from 10 members to 9 members. In addition, the Board appointed Scott Stephenson as a member and Chair of the Compensation Committee.
36
Macroeconomic Conditions
Our current and prospective customers and their business spendings are impacted by difficult macroeconomic conditions to varying degrees and as a result, in some cases we are observing deal cycles lengthen for new and existing customers, in part as a result of more stringent approval processes, as well as a significant number of deferred purchasing decisions. We are also experiencing heightened customer churn. These trends have been particularly pronounced for smaller customers and in the Life Sciences market. This churn has impacted our revenue growth since 2023, and we expect this will continue to have an impact on our growth in fiscal year 2025.
As a corporation with a global footprint, we are subject to risks and exposures caused by significant events and their macroeconomic impacts, including, but not limited to, fluctuating inflation and high interest rates, volatility in the capital markets, international trade policies, including tariffs, sanctions, and trade barriers, and related market uncertainty, the conflicts in Ukraine and the Middle East, and global geopolitical tensions. We continuously monitor the direct and indirect impacts, and the potential for future impacts, of these circumstances on our business and financial results, as well as the overall global economy and geopolitical landscape. While our revenue and earnings have historically been relatively predictable as a result of our subscription-based business model, the potential implications of these macroeconomic events on our business, results of operations and overall financial position, particularly in the long term, introduce additional uncertainty.
We have been observing changes in the healthcare claims data market as a result of data source disruption in calendar year 2024, including how data providers are reviewing pricing, data availability, and use terms, all of which may negatively impact the prices at which we acquire such data. We are continuing to evaluate these and other past and potential future direct and indirect impacts on our business and results of operations. We are working to mitigate potential risk through renegotiation of select existing agreements and the addition of new data sources.
37
Key Factors Affecting Our Performance
We believe that the growth and future success of our business depend on many factors, including the following:
Acquiring New Customers
We plan to organically grow the number of customers that use our platform by increasing demand for our platform and penetrating our addressable market. Our results of operations and growth prospects will depend, in part, on our ability to attract new customers. We intend to drive new customer acquisition with our efficient go-to-market engine by continuing to invest in our sales and marketing efforts and developing new use cases for our platform. Customers generating more than $100,000 in Annual Recurring Revenue (“ARR”), which we refer to as “Enterprise Customers,” represent the majority of our ARR and are a key focus of our go-to-market programs.
Our total customer count, which includes smaller customers, was approximately 2,400 as of September 30, 2025, compared with approximately 2,570 customers as of September 30, 2024. Our Enterprise Customer accounts have decreased by 10 to 520 customers as of September 30, 2025 compared with 530 customers as of September 30, 2024. Our smaller customers have churned at disproportionately higher rates year-over-year, primarily due to current macroeconomic conditions.
We have identified more than 100,000 potential customers across the healthcare ecosystem that we believe could benefit from our platform. Our ability to attract and acquire new customers is dependent on the strength of our platform and effectiveness of our go-to-market strategy, as well as macroeconomic factors and their impact on our potential customers’ business spending.
Expanding Relationships with Existing Customers
We believe there is a significant opportunity to generate additional revenue from our existing customer base of approximately 2,400 customers as of September 30, 2025.
Our customers have historically increased their spending by adding functionality and by expanding use-cases across departments. Our customers are typically assigned to one of our vertically focused teams, which is responsible for driving usage and increasing adoption of the platform, identifying expansion opportunities, and driving customer renewals. Real-time input from these customer centric teams feeds directly into our product innovation teams, enhancing the development of new capabilities. We believe this feedback loop and our ability to innovate creates significant opportunities for continual existing customer expansion. Our ability to generate additional revenue from existing customers is also subject to such existing customers’ business spending trends and the impact of macroeconomic conditions thereon.
Our progress in expanding usage of our platform with our existing customers is demonstrated by our NDR, which is further described below.
Continuing to Innovate and Expand Our Platform
The growth of our business is driven in part by our ability to apply our deep healthcare domain expertise to innovate and expand our platform. We have continually created new products since our founding in 2011. We have continued and plan to continue to invest significantly into our engineering and research and development efforts to enhance our capabilities and functionality and facilitate the expansion of our platform to new use cases and customers. In addition, we work to continuously release updates and new features. While we are primarily focused on organic investments to drive innovation, we will also evaluate strategic acquisitions and investments that further expand our platform.
38
Key Metrics
We monitor the following key metrics to help us evaluate our business performance, identify financial trends, formulate business plans, and make strategic operational decisions.
Net Dollar Retention Rate (“NDR”)
We believe the growth in use of our platform by our existing customers is an important measure of the health of our business and our future growth prospects. We evaluate and report on our NDR on an annual basis to measure this growth. We define NDR as the percentage of ARR retained from existing customers across a defined period, after accounting for upsell, down-sell, pricing changes, and churn. We calculate NDR as beginning ARR for a period, plus (i) expansion ARR (including, but not limited to, upsell and pricing increases), less (ii) churn (including, but not limited to, non-renewals and contractions), divided by (iii) beginning ARR for the same period.
Current Remaining Performance Obligations (“cRPO”)
We monitor current remaining performance obligations as a metric to help us evaluate the health of our business and identify trends affecting our growth. cRPO represents the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue within the next twelve months. cRPO is not necessarily indicative of future revenue growth. In addition to total contract volume, cRPO is influenced by several factors, including seasonality, disparate contract terms, and the timing of renewals, because renewals tend to be most frequent in the fourth quarter. Due to these factors, it is important to review cRPO in conjunction with revenue and other financial metrics.
Our cRPO will continue to be impacted by macroeconomic challenges, which have resulted in elongating deal cycles as customers implement more stringent approval processes or push out final decisions to later periods. We expect this trend, along with the continued pressures on our renewals and other factors, will result in a negative revenue growth rate for 2025 relative to 2024.
The following table presents our current and total remaining performance obligations as of September 30, 2025 and December 31, 2024:
(in thousands) |
|
September 30, |
|
|
December 31, |
|
||
Current |
|
$ |
164,853 |
|
|
$ |
188,050 |
|
Non-current |
|
|
82,433 |
|
|
|
105,673 |
|
Total |
|
$ |
247,286 |
|
|
$ |
293,723 |
|
Impact of Acquisitions
We seek to enhance our platform, data and business through internal development and through acquisitions of and investments in businesses that broaden and strengthen our platform. During fiscal year 2024, we completed the purchase of assets comprising the Carevoyance business line of H1 Insights, Inc., a product that helps MedTech customers to improve segmentation, targeting, and prospect engagement. Acquisitions can result in transaction costs, amortization expenses and other adjustments as purchase accounting requires that all assets acquired and liabilities assumed be recorded at fair value on the acquisition date. Refer to Note 2. Acquisitions to our accompanying unaudited condensed consolidated financial statements for further details.
39
Components of our Results of Operations
Revenue
For the nine months ended September 30, 2025, we derived approximately 97% of our revenue from subscription services and the remainder from professional services. Our subscription services consist primarily of subscription fees for access to our platform and stand-ready support. Our subscription contracts typically have a term ranging from 1 to 3 years and are non-cancellable. We typically bill for services in advance annually, and we typically require payment at the beginning of each annual period. Our subscription revenue is recognized ratably over the contract term. Our professional services revenue typically is derived from non-recurring consulting services or from other one-time deliveries, which are generally capable of being distinct and can be accounted for as separate performance obligations. Revenue related to these professional services is recognized at a point in time when the performance obligations under the terms of the contract are satisfied and control has been transferred to the customer.
As part of the 2024 Restructuring Plan, we made significant changes to our go-to-market team that reduced overlay expenses, created a separate group and sales motion for our small and medium sized customers, and allocated more resources to our Enterprise Customers. These changes disrupted our sales efforts in 2024, coupled with continued macroeconomic headwinds and sales execution challenges throughout 2024. As we moved through 2024 and 2025, we have not seen subscription renewals return to historical levels. Based on these impacts, we expect our revenue to decline in 2025 compared with 2024.
Cost of Revenue
Cost of Revenue. Cost of revenue, excluding amortization of acquired technology and data, consists of direct expenses related to the support and operations of our SaaS platform, such as data and infrastructure costs, personnel costs for our professional services, customer support, and data research teams, including salaries, bonuses, stock-based compensation, and other employee-related benefits, as well as allocated overheads. We anticipate that we will continue to invest in cost of revenue and that cost of revenue as a percentage of revenue will modestly increase as we add to our existing intelligence modules and invest in new products and data sources. Cost of data is included in the cost of revenue and is a fundamental driver of innovation.
Amortization. Includes amortization expense for technology and data acquired in business combinations and asset purchase agreements. We anticipate that amortization will only increase if we make additional acquisitions in the future.
We have been observing changes in the healthcare claims data market as a result of data source disruption since early 2024, including how data providers are reviewing pricing, data availability, and use terms, all of which may negatively impact the prices at which we acquire such data. We are working to mitigate potential risk through the renegotiation of select existing agreements and the addition of new data sources.
Gross Profit
Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue. Gross profit and gross margin have been and will continue to be affected by various factors, including the costs associated with third-party data and third-party hosting services, leveraging economies of scale, and the extent to which we introduce new intelligence modules, features, or functionality, or expand our customer support and service organizations, hire additional personnel, or complete additional acquisitions. We expect that our gross profit and gross margin will fluctuate from period to period depending on the interplay of these various factors.
We expect that gross profit margin for 2025 will continue to be impacted by the expansion of data sources and the anticipated revenue declines, as described above. Revenue declines, in combination with our largely fixed cost structure, are expected to result in a decrease in gross profit margin in 2025.
40
Operating Expenses
The most significant component of our operating expenses is personnel costs, which consist of salaries, bonuses, sales commissions, stock-based compensation, and other employee-related benefits. Operating expenses also include non-personnel costs such as facilities, technology, professional fees, and marketing. In light of macroeconomic conditions and their past and potential future impacts on our business, we have made efforts to contain our operating expenses, including implementing restructuring plans. Inflation, and in particular increases to the cost of labor due to cost-of-living increases, have negatively impacted our operating expenses, and we expect this to continue. However, inflation has not materially affected our business to date.
Sales and marketing. Sales and marketing expenses primarily consist of personnel costs such as salaries, bonuses, sales commissions, stock-based compensation, and other employee-related benefits for our sales and marketing teams, as well as non-personnel costs including overhead costs, technology and advertising costs. While we have slowed hiring in response to macroeconomic conditions, and expect to maintain slower levels until macroeconomic conditions improve, we have continued to hire additional sales and marketing personnel, enhance our digital marketing infrastructure and invest in marketing programs targeting our major vertical markets.
Product development. Product development expenses primarily consist of personnel costs such as salaries, bonuses, stock-based compensation, and other employee-related benefits for our engineering, data science and product teams, as well as non-personnel costs including overhead costs. We believe that our core technologies and ongoing innovation represent a significant competitive advantage for us, and we continue to invest in systems optimization and product improvements for our customers, enhance our software development team and invest in automation and artificial intelligence to drive higher quality data and deeper insights.
General and administrative. General and administrative expenses primarily consist of personnel costs such as salaries, bonuses, stock-based compensation, and other employee-related benefits for our executive, finance, legal, human resources, IT and operations, and administrative teams, as well as non-personnel costs including overhead costs, professional fees and other corporate expenses. General and administration expenses also include sales tax amounts payable to taxation authorities, inclusive of interest and penalties, for customers that we did not collect sales taxes from, due to misclassifications of products and services for sales tax purposes. We do not expect sales taxes and related interest and penalties to be an ongoing component of our general and administrative expense as we have completed voluntary disclosure agreements, registered with certain tax authorities, and commenced collection of sales taxes from customers in these tax jurisdictions.
Depreciation and Amortization. Depreciation and amortization expenses consist primarily of amortization of intangible assets resulting from acquisitions and business combinations, as well as depreciation of property and equipment. We anticipate depreciation of property and equipment as a percentage of revenue to moderately decrease, although amortization will increase if we make additional acquisitions in the future.
Transaction, integration, and restructuring expenses. Transaction, integration, and restructuring expenses are costs directly associated with various acquisition, strategic partnership, and integration activities we have undertaken, primarily accounting, legal due diligence, consulting, and advisory fees, as well as expenses related to the 2024 Restructuring Plan and our office relocations and consolidations.
Goodwill impairment. Goodwill represents the excess of consideration transferred over the fair value of tangible and identifiable intangible net assets acquired and the liabilities assumed in a business combination. Substantially all of our goodwill was recognized in the purchase price allocations when we were acquired in 2019 by Advent (the “Advent Acquisition”), with smaller incremental amounts recognized in subsequent business combinations. Goodwill is not amortized, but is tested for impairment at the reporting unit level annually and more frequently if indicators of potential impairment arise. In conducting the impairment test, we first review qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount.
When testing goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, we perform a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if our reporting unit’s carrying amount exceeds its fair value, we will record an impairment charge based on that difference. During the first quarter of 2025, we experienced declines in our market capitalization as a result of sustained decreases 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, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded a non-cash, pre-tax, goodwill impairment charge of $176.5 million during the first quarter of 2025. The goodwill impairment charges did not affect our liquidity or the financial covenants in our outstanding debt agreement.
41
Other (Expense) Income, Net
Interest expense consists of interest expense on our debt obligations and the amortization of debt discounts and debt issuance costs.
Interest income consists of earnings resulting from our cash and cash equivalents and short-term investments.
Other income (expense), net consists primarily of the revaluation of TRA liabilities, realized and unrealized gains and losses related to the impact of transactions denominated in a foreign currency, and a loss on the partial extinguishment of debt. Significant changes in the projected liability resulting from the TRA may occur based on changes in anticipated future taxable income, changes in applicable tax rates, or other changes in tax attributes that may occur and could affect the expected future tax benefits to be received by us. We do not have significant exposure to foreign exchange volatility and do not anticipate foreign currency transaction gains or losses to materially impact our results of operations.
42
Results of Operations
The following table sets forth a summary of our unaudited condensed consolidated statements of operations for the periods presented:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue |
|
$ |
60,046 |
|
|
$ |
62,697 |
|
|
$ |
179,987 |
|
|
$ |
189,914 |
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue exclusive of amortization |
|
|
9,069 |
|
|
|
10,077 |
|
|
|
28,010 |
|
|
|
29,717 |
|
Amortization |
|
|
4,984 |
|
|
|
3,589 |
|
|
|
15,611 |
|
|
|
10,330 |
|
Total cost of revenue |
|
|
14,053 |
|
|
|
13,666 |
|
|
|
43,621 |
|
|
|
40,047 |
|
Gross profit |
|
|
45,993 |
|
|
|
49,031 |
|
|
|
136,366 |
|
|
|
149,867 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
20,380 |
|
|
|
20,130 |
|
|
|
61,502 |
|
|
|
63,435 |
|
Product development |
|
|
7,553 |
|
|
|
7,282 |
|
|
|
24,822 |
|
|
|
27,536 |
|
General and administrative |
|
|
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 |
) |
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 |
) |
43
Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024
Revenue
Revenue decreased $2.7 million, or 4%, in the three months ended September 30, 2025 compared with the same period in the prior year due to lower subscription revenue of $2.7 million, partially offset by higher professional services revenue of less than $0.1 million. Revenue attributable to customers that existed prior to the start of 2025 decreased $9.4 million, which was partially offset by a $6.7 million increase in revenue from new customers in 2025, inclusive of revenue from a data partnership that was launched earlier this year.
Cost of Revenue
Cost of revenue increased $0.4 million, or 3%, in the three months ended September 30, 2025 compared with the same period in the prior year. The increase was driven primarily by a $1.4 million increase in amortization expense resulting from new data asset purchases and higher rates of amortization on certain technology assets amortized under economic consumption methods, partially offset by a $0.8 million decrease in hosting fees and data subscription and collection costs. Though we continue to experience increased data and hosting costs as a result of expanded customer usage of our platform, the period-over-period net decrease in these costs was due to one-time credits resulting from renegotiations on existing data contracts and the exit of a major data contract from a prior acquisition that no longer provided an economic benefit to the Company. We also experienced a $0.2 million decrease in personnel costs, including stock-based compensation, which was primarily driven by a moderate reduction in headcount.
Operating Expenses
Operating expenses decreased $219.7 million, or 80%, during the three months ended September 30, 2025 compared with the same period in the prior year. The decrease to operating expense was primarily due to a goodwill impairment charge of $228.2 million incurred in the prior year period, which did not repeat in the current year period, and:
44
Total Other (Expense) Income, Net
Total other expense, net was $8.6 million for the three months ended September 30, 2025 compared to total other income, net, of $23.8 million in the same period in the prior year. The change was primarily driven by a TRA liability remeasurement loss of $7.1 million during the three months ended September 30, 2025 due largely to tax law updates concerning software development expenses under Internal Revenue Code Section 174 (“IRC 174”) from the codification of the One Big Beautiful Bill Act (the “OBBBA”), compared with a $24.2 million gain during the same period in the prior year. The TRA liability remeasurement gain in the prior year was primarily driven by a $228.2 million goodwill impairment charge incurred during the three months ended September 30, 2024. Also contributing to the change was a foreign currency transaction loss of $0.1 million in the current year period, compared with a loss of $0.4 million in the prior year period, as well as interest expense, net, of $1.3 million in the current period, compared with interest expense, net, of less than $0.1 million in the prior year period.
(Provision For) Benefit From Income Taxes
Provision for income taxes was $0.5 million for the three months ended September 30, 2025 compared to a benefit from income taxes of $13.7 million in the comparable prior year period. The overall change was primarily attributed to the $228.2 million impairment of goodwill during the prior period, resulting in a reduction of indefinite-lived deferred tax liabilities. The resulting income tax benefit from the goodwill impairment did not reoccur in the current period.
45
Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
Revenue
Revenue decreased $9.9 million, or 5%, in the nine months ended September 30, 2025 compared with the same period in the prior year due to lower subscription revenue of $10.9 million, partially offset by higher professional services revenue of $1.0 million. Revenue attributable to customers that existed prior to the start of 2025 decreased $24.1 million, which was partially offset by a $14.2 million increase in revenue from new customers in 2025, inclusive of revenue from a data partnership that was launched earlier this year.
Cost of Revenue
Cost of revenue increased $3.6 million, or 9%, in the nine months ended September 30, 2025 compared with the same period in the prior year. The increase was driven primarily by a $5.3 million increase in amortization expense resulting from new data asset purchases and higher rates of amortization on certain technology assets amortized under economic consumption methods, partially offset by a $0.9 million decrease in hosting fees and data subscription and collection costs. Though we continue to experience increased data and hosting costs as a result of expanded customer usage of our platform, the year-over-year net decrease in these costs was due to one-time credits resulting from renegotiations on existing data contracts and the exit of a major data contract from a prior acquisition that no longer provided an economic benefit to the Company. We also experienced a $0.8 million decrease in personnel costs, including stock-based compensation, which was primarily driven by a moderate reduction in headcount.
Operating Expenses
Operating expenses, which included goodwill impairment charges of $176.5 million and $591.8 million incurred during the nine months ended September 30, 2025 and 2024, respectively (refer to Note 8. Goodwill and Intangible Assets to our accompanying unaudited condensed consolidated financial statements for further details), decreased $427.1 million, or 56%, during the nine months ended September 30, 2025 compared with the same period in the prior year. The decrease to operating expense as compared to the prior-year period was primarily due to a lower goodwill impairment charge in the current period and:
46
Total Other Income, Net
Total other income, net was $5.6 million for the nine months ended September 30, 2025 compared to $68.1 million in the same period in the prior year. The decrease was primarily driven by a $57.5 million decrease in the TRA liability remeasurement gain during the nine months ended September 30, 2025, compared with the same period in the prior year. The TRA liability remeasurement gain was lower in the current period, primarily as a result of a $415.3 million decrease in goodwill impairment charges incurred during the nine months ended September 30, 2025 compared with the same period in 2024, and to a lesser extent by a TRA remeasurement loss in the current quarter driven by tax law updates concerning software development expenses under IRC 174 from the codification of the OBBBA. Also contributing to the decrease in other income, net was a foreign currency transaction loss of $1.6 million in the current year period, compared with a loss of $0.1 million in the prior year period, interest expense, net, of $3.0 million in the current year period, compared with interest income, net, of less than $0.1 million in the prior year period, and a $0.5 million loss on the partial extinguishment of debt incurred during the nine months ended September 30, 2025.
Benefit from Income Taxes
Benefit from income taxes was $9.9 million for the nine months ended September 30, 2025 compared to $36.4 million in the comparable prior year period. The decrease was primarily attributed to a $415.3 million decrease in goodwill impairment charges during the current period, resulting in reduced income tax benefits from the reduction of indefinite-lived deferred tax liabilities.
47
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we believe certain non-GAAP measures are useful in evaluating our operating performance. Non-GAAP measures include, but are not limited to, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Adjusted EBITDA Margin. We believe these non-GAAP measures are useful to investors because they eliminate certain items that affect period-over-period comparability and provide consistency with past financial performance and additional information about our underlying results and trends by excluding certain items that may not be indicative of our business, results of operations, or outlook.
We view Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Adjusted EBITDA Margin as operating performance measures. As such, we believe the most directly comparable GAAP financial measures to Adjusted Gross Profit and Adjusted Gross Margin are GAAP Gross Profit and GAAP Gross Margin, respectively, and the most directly comparable GAAP financial measures to Adjusted EBITDA and Adjusted EBITDA Margin are GAAP net loss and GAAP net loss margin, respectively.
Non-GAAP measures are supplemental financial measures of our performance and should not be considered substitutes for net loss, gross profit, or any other measure derived in accordance with GAAP. This information should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items or events being adjusted. In addition, other companies may use different measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.
Adjusted Gross Profit and Adjusted Gross Margin
We define Adjusted Gross Profit as Gross Profit, excluding acquisition-related depreciation and amortization, and equity-based compensation costs. 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. Gross Margin is defined as Gross Profit as a percentage of revenue and Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of revenue. These are key metrics used by management and our Board to assess our operations.
The following table presents a reconciliation of gross profit and gross margin to adjusted gross profit and adjusted gross margin, respectively, for the periods presented:
|
|
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 resulting from acquisition-related purchase accounting adjustments(a) |
|
|
3,224 |
|
|
|
5 |
% |
|
|
2,573 |
|
|
|
4 |
% |
|
|
9,565 |
|
|
|
5 |
% |
|
|
7,383 |
|
|
|
4 |
% |
Equity-based 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 |
% |
48
Adjusted EBITDA and Adjusted EBITDA Margin
We present “Adjusted EBITDA” as a measure of our operating performance. EBITDA is defined as earnings before (i) debt-related costs, including interest expense (income), net and loss on partial extinguishment of debt, (ii) provision for (benefit from) income taxes, and (iii) depreciation and amortization. Management further adjusts EBITDA in its presentation of Adjusted EBITDA to exclude (i) other expense (income), net, (ii) equity-based compensation, (iii) transaction, integration, and restructuring expenses, (iv) goodwill impairment, and (v) other non-core items. We exclude these items because they are by nature non-cash, non-recurring, and/or unrelated to our core operations, and therefore we do not believe them to be representative of ongoing operational performance. 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 to assess the profitability of our operations. We believe these metrics provide useful measures to investors to assess our operating performance and in measuring the profitability of our operations on a consolidated level.
The following table presents a reconciliation of net loss and margin to Adjusted EBITDA and Adjusted EBITDA margin, respectively, for the periods presented:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||||||||||||||
(in thousands, except percentages) |
|
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 |
% |
|
|
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 |
|
49
|
|
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 |
|
50
Liquidity and Capital Resources
Overview
As of September 30, 2025, we had $108.3 million of cash and cash equivalents, $77.6 million of short-term investments, and $49.7 million available under our Revolving Credit Facility (as the term is defined below). Our principal sources of liquidity are cash and cash equivalents and short-term investments on hand, as well as the cash flows we generate from operations. Our principal uses of liquidity have been, and are expected to continue to be, primarily for investment in long-term growth of the business through capital expenditures and acquisitions, as well as for various other financing activities, including debt services (see Note 10. Long-Term Debt to our accompanying unaudited condensed consolidated financial statements for further details), repurchases of our Class A Common Stock, distributions to members of Definitive OpCo, and payments under our TRA liability.
All of our business is conducted through Definitive OpCo and its consolidated subsidiaries and affiliates, and the financial results are included in the unaudited condensed consolidated financial statements of Definitive Healthcare Corp. Definitive Healthcare Corp. has no independent means of generating revenue. The Amended LLC Agreement provides that certain distributions will be made to cover Definitive Healthcare Corp.’s taxes and such tax distributions are also expected to be used by Definitive Healthcare Corp. to satisfy its obligations under the TRA. We have broad discretion to make distributions out of Definitive OpCo. In the event Definitive Healthcare Corp. declares any cash dividend, we expect to cause Definitive OpCo to make distributions to us, in an amount sufficient to cover such cash dividends declared by us. Deterioration in the financial condition, earnings, or cash flow of Definitive OpCo and its subsidiaries for any reason could limit or impair their ability to pay such distributions. In addition, the terms of our 2021 Credit Agreement contain covenants that may restrict DH Holdings and its subsidiaries from paying such distributions, subject to certain exceptions. Further, Definitive OpCo and Definitive Healthcare Corp. are generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Definitive OpCo and DH Holdings (with certain exceptions), as applicable, exceed the fair value of its assets. Subsidiaries of DH Holdings are generally subject to similar legal limitations on their ability to make distributions to DH Holdings.
We believe that our cash flow from operations, availability under the 2021 Credit Agreement and available cash and cash equivalents and short-term investments will be sufficient to meet our liquidity needs for at least the next twelve months and in the long term. We anticipate that to the extent that we require additional liquidity, it will be funded through the incurrence of additional indebtedness, the issuance of additional equity, or a combination thereof. We cannot provide assurance that we will be able to obtain this additional liquidity on reasonable terms, or at all.
Additionally, our liquidity and our ability to meet our obligations and fund our capital requirements are dependent on our future financial performance, which is subject to general economic, financial, and other factors that are beyond our control. See “Risk Factors” in our 2024 Form 10-K and the factors described elsewhere in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Macroeconomic conditions, including fluctuating inflation and high interest rates, could increase our anticipated funding requirements. In the event we need to seek additional funding, high interest rates, stock market volatility, or other unfavorable macroeconomic conditions may also prevent us from obtaining additional financing on favorable terms or at all. Future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages that could impact us and our customers, and materially harm our business and financial condition. Our ability to access our cash, cash equivalents and investments, including transferring funds, making payments or receiving funds could be threatened and our ability to raise additional capital could be substantially impaired, any of which could materially and adversely affect our business and financial condition. Accordingly, we cannot provide assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available from additional indebtedness or otherwise to meet our liquidity needs. In addition, if we decide to pursue one or more significant acquisitions, we may incur additional debt or sell or issue additional equity to finance such acquisitions, which could possibly result in additional expenses or dilution.
Credit Risk
Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and trade and other receivables. We hold cash with reputable financial institutions that often exceed federally insured limits. We manage our credit risk by concentrating our cash deposits and short-term investments with high-quality financial institutions and periodically evaluating the credit quality of those institutions. The carrying value of our financial instruments approximate fair value.
Impact of Inflation
We do not believe inflation has had a material effect on our business, financial condition, or results of operations. However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset higher costs through price increases and our inability or failure to do so could potentially harm our business, financial condition, and results of operations.
51
Cash Flows
The following table summarizes our cash flows for the periods presented:
|
|
Nine Months Ended September 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
51,057 |
|
|
$ |
50,061 |
|
Investing activities |
|
|
97,524 |
|
|
|
(139 |
) |
Financing activities |
|
|
(146,877 |
) |
|
|
(43,381 |
) |
Change in cash and cash equivalents (excluding effect of exchange rate changes) |
|
$ |
1,704 |
|
|
$ |
6,541 |
|
Cash Provided by Operating Activities
Net cash provided by operating activities was $51.1 million during the nine months ended September 30, 2025, primarily as a result of a net loss of $182.2 million, offset by non-cash charges of $227.8 million. The non-cash charges were primarily comprised of $176.5 million in goodwill impairment charges recorded during the nine months ended September 30, 2025, a gain on remeasurement of the TRA of $10.6 million, amortization of intangible assets of $39.9 million, equity compensation costs of $21.0 million, amortization of deferred contract costs of $11.9 million, a decrease in deferred taxes of $10.3 million, and a $0.5 million loss on the partial extinguishment of debt. The net increase in operating assets and liabilities of $5.4 million for the nine months ended September 30, 2025 was primarily driven by cash inflows resulting from a decrease in accounts receivable of $19.4 million and higher accounts payable, accrued expenses, and other liabilities, collectively, of $0.4 million. These factors were partially offset by cash outflows resulting from an increase in deferred contract costs of $9.4 million, an increase in prepaid expenses and other assets of $3.5 million, and a decrease in deferred revenue of $1.5 million due to the timing of billings and cash received in advance of revenue recognition for subscription services.
Cash Provided by (Used in) Investing Activities
Cash provided by investing activities during the nine months ended September 30, 2025 was $97.5 million, driven primarily by $173.9 million in maturities of short-term investments, partially offset by $64.1 million in purchases of short-term investments, and $12.3 million in purchases of property (including software), equipment, and data assets.
Cash Used in Financing Activities
Cash used in financing activities during the nine months ended September 30, 2025 was $146.9 million, driven by net repayments of the 2021 Term Loan (as defined below) of $75.6 million, payments of $49.5 million for repurchases of our Class A Common Stock, including commissions, payments of $13.8 million under the TRA, taxes paid related to the net share settlement of equity awards of $3.5 million, distributions to members of $2.8 million, and payments of debt issuance costs of $1.7 million.
Refer to Debt Obligations for additional information related to our debt obligations.
52
Debt Obligations
In September 2021, DH Holdings entered into a credit agreement (the “2021 Credit Agreement”) with Bank of America, N.A., as administrative agent, the other lenders party thereto and the other parties specified therein. On January 16, 2025 (the “Closing Date”), DH Holdings entered into an amendment to the credit agreement (the “DH Holdings Credit Agreement Amendment”), dated as of September 17, 2021 (as amended by Amendment No. 1, dated as of October 31, 2022, and as further amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement,” and as further amended by the DH Holdings Credit Agreement Amendment, the “DH Holdings Credit Agreement”), with Bank of America, N.A., as administrative agent, the lenders party thereto and the other parties specified therein.
The DH Holdings Credit Agreement Amendment provides for (i) a $175.0 million term loan facility (the “Term Facility”) and (ii) a $50.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Facility, collectively, the “Facilities”), the proceeds of which were used to, among other things, repay the remaining portion of the indebtedness outstanding under the Existing Credit Agreement, and to pay related fees and expenses.
The loans under the Term Facility and the Revolving Credit Facility mature on January 16, 2030. The Facilities are guaranteed, subject to customary exceptions, by all of DH Holdings’ wholly-owned domestic restricted subsidiaries and AIDH Buyer, LLC, a Delaware limited liability company and the direct parent company of DH Holdings (“Holdings”), and are secured by associated collateral agreements that pledge a lien on substantially all of DH Holdings’ assets, including fixed assets and intangibles, and the assets of the guarantors, in each case, subject to customary exceptions (the “Pledged Assets”). As of September 30, 2025, the Pledged Assets of these subsidiaries approximated $649.0 million, and the net assets of these subsidiaries approximated $335.5 million.
The Term Facility is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter, commencing on the last day of the first full fiscal quarter after the Closing Date (the “Initial Amortization Date”), equal to 5.0% of the original principal amount of the term loans for each of the five years after the Initial Amortization Date. The remaining initial aggregate advances under the Term Facility are payable at the maturity of the Term Facility.
There was no outstanding balance on the Revolving Credit Facility as of September 30, 2025, though we provided a standby letter of credit of $0.3 million to the lessor of our corporate headquarters in lieu of a security deposit, reducing the amount available under our Revolving Credit Facility to $49.7 million.
The 2021 Credit Agreement, as amended, includes certain financial covenants for which we were compliant as of September 30, 2025 and December 31, 2024. Refer to Note 10. Long-Term Debt to our accompanying unaudited condensed consolidated financial statements for further information.
In connection with the DH Holdings Credit Agreement Amendment, we repaid $69.1 million of outstanding principal amount of the Term Facility and reduced our borrowing capacity under the Revolving Credit Facility by $25.0 million. As a result, we incurred a loss on partial extinguishment of debt of $0.5 million during the first quarter of 2025 attributed to the derecognition of a proportionate amount of the unamortized debt discount, a result of repaying the $69.1 million of outstanding principal on the Term Facility and reducing our Revolving Credit Facility. In addition, we capitalized financing costs totaling $1.7 million, of which $1.2 million related to the Term Facility and $0.5 million related to the Revolving Line of Credit. The financing costs associated with the Term Facility are recorded as a contra-debt balance in term loan, net of current portion in the consolidated balance sheets and are amortized over the remaining life of the loan using the effective interest method. The financing costs associated with the Revolving Line of Credit are recorded in other assets in the unaudited condensed consolidated balance sheets and are amortized over the life of the arrangement. At September 30, 2025 and December 31, 2024, the unamortized financing costs were $0.5 million and $0.3 million, respectively.
Financing Obligations
Financing obligations generally include repayment of principal amounts of the 2021 Term Loan, lease payments, and purchase obligations. With the exception of the DH Holdings Credit Agreement Amendment as described under Debt Obligations, there have been no material changes to our financing obligations during the nine months ended September 30, 2025. Refer to Note 5. Leases and Note 14. Commitments and Contingencies to our consolidated financial statements included in our 2024 Form 10-K for further information.
53
Stock Repurchase Programs
In May 2024, our Board authorized a stock repurchase program of up to $20.0 million of our Class A Common Stock, which expired on December 31, 2024 (the “2024 Repurchase Program”). On November 1, 2024, our Board announced a new stock repurchase program (the “2025 Repurchase Program” and, together with the 2024 Repurchase Program, the “Repurchase Programs”) of our Class A Common Stock authorizing up to $100.0 million in share repurchases. The 2025 Repurchase Program expires on December 31, 2025 and became effective upon the expiration or completion of the 2024 Repurchase Program. Repurchases may be effected, from time to time, either on the open market (including pre-set trading plans), in privately negotiated transactions, and other transactions in accordance with applicable securities laws.
The timing and the amount of any repurchased Class A Common Stock will be determined by our management based on its evaluation of market conditions and other factors. The repurchase program will be funded using our working capital. Any repurchased shares of Class A Common Stock will be retired. The repurchase program does not obligate us to acquire any particular amount of Class A Common Stock, and the repurchase program may be suspended or discontinued at any time at our discretion. As of September 30, 2025, an aggregate of 18.7 million shares of Class A Common Stock have been repurchased under the Repurchase Programs.
Tax Receivable Agreement
In connection with the Reorganization Transactions and the IPO, the Company entered into the TRA with certain of our pre- IPO unitholders and the former shareholders of certain Blocker Companies. The TRA provides for the payment by Definitive Healthcare Corp. of 85% of the amount of any tax benefits that it actually realizes, or in some cases is deemed to realize, as a result of (i) certain tax attributes that it acquired from the Blocker Companies in the Reorganization Transactions (including net operating losses and the unamortized portion of the increase in tax basis in the tangible and intangible assets of Definitive OpCo and its subsidiaries resulting from the prior acquisitions of interests in Definitive OpCo by the Blocker Companies), (ii) certain tax basis adjustments resulting from the acquisition of LLC Units by Definitive Healthcare Corp., and (iii) certain payments made under the TRA.
In each case, these tax basis adjustments generated over time may increase (for tax purposes) the Definitive Healthcare Corp.’s depreciation and amortization deductions and, therefore, may reduce the amount of tax that the Definitive Healthcare Corp. would otherwise be required to pay in the future, although the IRS may challenge all or part of the validity of that tax basis, and a court could sustain such a challenge. The anticipated tax basis adjustments upon redemptions or exchanges of LLC Units may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets. The payment obligations under the TRA are an obligation of Definitive Healthcare Corp., but not of Definitive OpCo. Definitive Healthcare Corp. expects to benefit from the remaining 15% of realized cash tax benefits. For purposes of the TRA, the realized cash tax benefits will be computed by comparing the actual income tax liability of Definitive Healthcare Corp. (calculated with certain assumptions) to the amount of such taxes that Definitive Healthcare Corp. would have been required to pay had there been no tax basis adjustments of the assets of Definitive Healthcare Corp. as a result of redemptions or exchanges and no utilization of certain tax attributes of the Blocker Companies, and had Definitive Healthcare Corp. not entered into the TRA. The term of the TRA will continue until all such tax benefits have been utilized or expired, unless (i) Definitive Healthcare Corp. exercises its right to terminate the TRA for an amount based on the agreed payments remaining to be made under the agreement, (ii) Definitive Healthcare Corp. breaches any of its material obligations under the TRA in which case all obligations (including any additional interest due relating to any deferred payments) generally will be accelerated and due as if Definitive Healthcare Corp. had exercised its right to terminate the TRA, or (iii) there is a change of control of Definitive Healthcare Corp., in which case, all obligations (including any additional interest due relating to any deferred payments) generally will be accelerated and due as if Definitive Healthcare Corp. had exercised its right to terminate the TRA as described above in clause (i). Estimating the amount of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The amount of the anticipated tax basis adjustments, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A Common Stock at the time of an exchange, the extent to which such exchanges are taxable, the amount of tax attributes, and the amount and timing of our income.
We expect that as a result of the size of the anticipated tax basis adjustment of the tangible and intangible assets of Definitive OpCo upon the exchange or redemption of LLC Units and our possible utilization of certain tax attributes, the payments that Definitive Healthcare Corp. may make under the TRA will be substantial. The payments under the TRA are not conditioned upon continued ownership of us by the exchanging holders of LLC Units. See Note 16. Income Taxes to our accompanying unaudited condensed consolidated financial statements.
54
Off-Balance Sheet Arrangements
As a requirement of our lease agreement for our corporate headquarters, in lieu of a security deposit, we provided a standby letter of credit of $0.3 million, which is effective through March 2038.
Capital Expenditures
Capital expenditures increased by $10.9 million to $12.3 million for the nine months ended September 30, 2025 compared to $1.4 million for the same period in the prior year, primarily driven by higher spend on software, using both internal and third-party resources, and data assets in the current year compared with the comparable prior year period, along with an increase in capitalized payroll and third-party costs related to internal-use software development.
Critical Accounting Policies and Estimates
Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience and on other factors that we believe to be reasonable. Actual results may differ from those estimates. We review these estimates on a periodic basis to ensure reasonableness. Although actual amounts may differ from such estimated amounts, we believe such differences are not likely to be material. For additional detail regarding our critical accounting policies and estimates including business combinations, goodwill and indefinite-lived intangible assets, and income taxes, see our discussion for the year ended December 31, 2024 included in our 2024 Form 10-K. There have been no material changes to these policies or estimates as of September 30, 2025.
New Accounting Pronouncements
See new accounting pronouncements described under “—Recently Issued Accounting Pronouncements Not Yet Adopted” within Note 1. Organization and Basis of Presentation to our accompanying unaudited condensed consolidated financial statements.
55
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial condition due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure due to potential changes in inflation, interest rates, or currency rates. There have been no material changes to our quantitative and qualitative disclosures about market risk as compared to the quantitative and qualitative disclosures about market risk described in our 2024 Form 10-K.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of September 30, 2025, our management carried out an evaluation, under the supervision and participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), of the effectiveness of the design of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025 to provide reasonable assurance that information to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and (ii) accumulated and communicated to management, including our principal executive and principal financial officers or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject to various legal proceedings, claims, and governmental inspections, audits, or investigations that arise in the ordinary course of our business. Although the outcomes of these matters cannot be predicted with certainty, in the opinion of management, the ultimate resolution of these matters would not be expected to have a material adverse effect on our financial position, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
For a more detailed discussion of our risks and uncertainties, see also Part I, Item 1A, “Risk Factors,” in our 2024 Form 10-K. There have been no material changes in our risk factors since the filing of our 2024 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Pursuant to the terms of the Amended LLC Agreement, holders of LLC Units have the right to exchange all or a portion of their LLC Units for newly issued shares of Class A Common Stock on a one-for-one basis, which issuances are made in reliance on Section 4(a)(2) of the Securities Act. Upon any such exchange, a corresponding number of shares of Class B Common Stock held by such LLC Unit holders are cancelled. Such exchanges executed in the three months ended September 30, 2025 are as follows:
Date of Exchange |
|
Number of Shares Exchanged |
|
|
July 1, 2025 |
|
|
8,551 |
|
July 21, 2025 |
|
|
1,387 |
|
August 11, 2025 |
|
|
21,364 |
|
August 25, 2025 |
|
|
15,008 |
|
Total |
|
|
46,310 |
|
The following table sets forth certain information with respect to repurchases of our Class A Common Stock during the quarter ended September 30, 2025.
ISSUER PURCHASES OF EQUITY SECURITIES |
|
|||||||||||||||
Period |
|
Total Number of Shares Purchased |
|
|
Average Price Paid Per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) |
|
||||
July 1 - July 31, 2025 |
|
|
879,142 |
|
|
$ |
4.06 |
|
|
|
879,142 |
|
|
$ |
54,162 |
|
August 1 - August 31, 2025 |
|
|
1,147,822 |
|
|
$ |
3.87 |
|
|
|
1,147,822 |
|
|
$ |
49,719 |
|
September 1 - September 30, 2025 |
|
|
290,014 |
|
|
$ |
4.01 |
|
|
|
290,014 |
|
|
$ |
48,556 |
|
Total |
|
|
2,316,978 |
|
|
$ |
3.96 |
|
|
|
2,316,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
58
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Trading Arrangements
59
ITEM 6. EXHIBITS
Exhibit Number |
|
Description |
2.1 |
|
Reorganization Agreement, dated September 14, 2021, between Definitive Healthcare Corp., AIDH TopCo, LLC and the parties named therein (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40815) filed with the SEC on November 8, 2021). |
3.1 |
|
Amended and Restated Certificate of Incorporation of Definitive Healthcare Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40815) filed with the SEC on November 8, 2021). |
3.2 |
|
Amended and Restated Bylaws of Definitive Healthcare Corp. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40815) filed with the SEC on November 8, 2021). |
31.1* |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1+* |
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed or furnished herewith
+ The certification attached as Exhibit 32.1 that accompanies this Quarterly Report is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Definitive Healthcare Corp. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.
60
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
DEFINITIVE HEALTHCARE CORP. |
||
|
|
|
|
|
November 6, 2025 |
|
By: |
/s/ Kevin Coop
|
|
Date |
|
|
Name: |
Kevin Coop |
|
|
|
Title: |
Chief Executive Officer (Principal Executive Officer) |
November 6, 2025 |
|
By: |
/s/ Casey Heller
|
|
Date |
|
|
Name: |
Casey Heller |
|
|
|
Title: |
Chief Financial Officer (Principal Financial Officer) |
61
