Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Definitive Healthcare Corp. | |
Entity Central Index Key | 0001861795 | |
Entity Tax Identification Number | 86-3988281 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-40815 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 550 Cochituate Road | |
Entity Address, City or Town | Framingham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01701 | |
City Area Code | 508 | |
Local Phone Number | 720-4224 | |
Trading Symbol | DH | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock Shares Outstanding | 88,263,333 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 189,752 | $ 24,774 |
Accounts receivable, net | 27,886 | 33,108 |
Prepaid expenses and other current assets | 3,642 | 3,016 |
Current portion of deferred contract costs | 5,359 | 2,947 |
Total current assets | 226,639 | 63,845 |
Property and equipment, net | 4,697 | 3,248 |
Other assets | 747 | 472 |
Deferred contract costs, net of current portion | 9,388 | 5,952 |
Deferred tax asset | 161 | 161 |
Intangible assets, net | 366,723 | 410,237 |
Goodwill | 1,261,444 | 1,261,444 |
Total assets | 1,869,799 | 1,745,359 |
Current liabilities: | ||
Accounts payable | 7,055 | 5,662 |
Accrued expenses and other current liabilities | 19,296 | 17,321 |
Current portion of deferred revenue | 69,811 | 61,060 |
Current portion of term loan | 6,875 | 4,680 |
Total current liabilities | 103,037 | 88,723 |
Long term liabilities: | ||
Deferred revenue | 368 | 140 |
Tax receivable agreements liability | 146,106 | |
Term loan, net of current portion | 265,388 | 457,197 |
Deferred tax liabilities | 71,341 | |
Other long-term liabilities | 475 | 3,736 |
Total liabilities | 586,715 | 549,796 |
Commitments and Contingencies (Note 11) | ||
Equity: | ||
Members' equity | 0 | 1,195,694 |
Additional paid-in capital | 700,773 | |
Accumulated other comprehensive income (loss) | 24 | (131) |
Accumulated deficit | (7,978) | |
Noncontrolling interests | 590,177 | |
Total equity | 1,283,084 | 1,195,563 |
Total liabilities and equity | 1,869,799 | $ 1,745,359 |
Class A Common Stock | ||
Equity: | ||
Common stock, value | 88 | |
Class B Common Stock | ||
Equity: | ||
Common stock, value | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) | Sep. 30, 2021$ / sharesshares |
Class A Common Stock | |
Common stock, par value | $ / shares | $ 0.001 |
Common stock, shares authorized | 600,000,000 |
Common stock, shares issued | 88,263,333 |
Common stock, shares outstanding | 88,263,333 |
Class B Common Stock | |
Common stock, par value | $ / shares | $ 0 |
Common stock, shares authorized | 65,000,000 |
Common stock, shares issued | 60,020,525 |
Common stock, shares outstanding | 57,220,661 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||||
Revenue | $ 43,084 | $ 30,073 | $ 119,841 | $ 84,659 | |
Cost of revenue: | |||||
Cost of revenue exclusive of amortization shown below | 5,129 | 2,619 | 13,895 | 7,876 | |
Amortization | 5,356 | 4,794 | 15,896 | 14,278 | |
Gross profit | 32,599 | 22,660 | 90,050 | 62,505 | |
Operating expenses: | |||||
Sales and marketing | 14,376 | 8,292 | 39,003 | 23,542 | |
Product development | 4,746 | 2,618 | 12,817 | 7,566 | |
General and administrative | 7,880 | 2,538 | 18,891 | 8,105 | |
Depreciation and amortization | 9,760 | 10,112 | 28,814 | 30,037 | |
Transaction expenses | (137) | 40 | 3,332 | 748 | |
Total operating expenses | 36,625 | 23,600 | 102,857 | 69,998 | |
Loss from operations | (4,026) | (940) | (12,807) | (7,493) | |
Other expense, net: | |||||
Foreign currency transaction gain | 119 | 143 | |||
Interest expense, net | (7,186) | (9,022) | (23,956) | (27,802) | |
Loss on extinguishment of debt | (9,873) | (9,873) | |||
Total other expense, net | (16,940) | (9,022) | (33,686) | (27,802) | |
Net loss | (20,966) | (9,962) | (46,493) | (35,295) | |
Less: Net loss attributable to Definitive OpCo prior to the Reorganization Transactions | (7,816) | $ (9,962) | (33,343) | $ (35,295) | |
Less: Net loss attributable to noncontrolling interests | (5,172) | (5,172) | |||
Net loss attributable to Definitive Healthcare Corp. | $ (7,978) | $ (7,978) | |||
Net loss per share of Class A common stock: | |||||
Basic and diluted | $ (0.09) | $ (0.09) | |||
Weighted average Common Stock outstanding: | |||||
Basic and diluted | [1] | 88,263,333 | 88,263,333 | ||
[1] | Basic and diluted net loss per share of Class A Common Stock is applicable only for the period from September 15, 2021 through September 30, 2021, which is the period following the initial public offering ("IPO") and related Reorganization Transactions (as defined in Note 1 to the Unaudited Consolidated Financial Statements). See Note 16 for the number of shares used in the computation of net loss per share of Class A Common Stock and the basis for the computation of net loss per share. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (20,966) | $ (9,962) | $ (46,493) | $ (35,295) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | 11 | 0 | 155 | 0 |
Comprehensive loss | (20,955) | (9,962) | (46,338) | (35,295) |
Less: Net loss attributable to Definitive OpCo prior to the Reorganization Transactions | (7,818) | (33,201) | ||
Less: Comprehensive loss attributable to noncontrolling interests | (5,167) | (5,167) | ||
Comprehensive loss attributable to Definitive Healthcare Corp. | $ (7,970) | $ (9,962) | $ (7,970) | $ (35,295) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS EQUITY AND TOTAL EQUITY(Unaudited) - USD ($) $ in Thousands | Total | IPO | Reorganization Transactions | Definitive Healthcare Corp. [Member]IPO | Definitive OpCo [Member]IPO | Class A Units | Class A UnitsIPO | Class A UnitsDefinitive Healthcare Corp. [Member]IPO | Class B Units | Class B UnitsDefinitive OpCo [Member]IPO | Members Equity | Additional Paid In Capital | Additional Paid In CapitalIPO | Additional Paid In CapitalDefinitive Healthcare Corp. [Member]IPO | Additional Paid In CapitalDefinitive OpCo [Member]IPO | Accumulated Deficit | Accumulated DeficitReorganization Transactions | Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) IncomeIPO | Noncontrolling Interest | Noncontrolling InterestReorganization Transactions | Previously Reported [Member] | Previously Reported [Member]Members Equity | Previously Reported [Member]Accumulated Other Comprehensive (Loss) Income |
Beginning Balance at Dec. 31, 2019 | $ 1,216,240 | |||||||||||||||||||||||
Net loss | (13,835) | |||||||||||||||||||||||
Equity-based compensation | 430 | |||||||||||||||||||||||
Ending Balance at Mar. 31, 2020 | 1,202,835 | |||||||||||||||||||||||
Beginning Balance at Dec. 31, 2019 | 1,216,240 | |||||||||||||||||||||||
Net loss prior to Reorganization Transactions | ||||||||||||||||||||||||
Ending Balance at Sep. 30, 2020 | 1,180,168 | |||||||||||||||||||||||
Beginning Balance at Dec. 31, 2019 | 1,216,240 | |||||||||||||||||||||||
Ending Balance at Dec. 31, 2020 | $ 1,195,563 | $ 1,195,694 | $ (131) | |||||||||||||||||||||
Beginning Balance at Mar. 31, 2020 | 1,202,835 | |||||||||||||||||||||||
Net loss | (11,498) | |||||||||||||||||||||||
Equity-based compensation | 442 | |||||||||||||||||||||||
Distributions to members | (48) | |||||||||||||||||||||||
Ending Balance at Jun. 30, 2020 | 1,191,731 | |||||||||||||||||||||||
Net loss | (9,962) | |||||||||||||||||||||||
Net loss prior to Reorganization Transactions | ||||||||||||||||||||||||
Equity-based compensation | 458 | |||||||||||||||||||||||
Distributions to members | (2,059) | |||||||||||||||||||||||
Ending Balance at Sep. 30, 2020 | 1,180,168 | |||||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | 1,195,563 | 1,195,694 | (131) | |||||||||||||||||||||
Net loss prior to Reorganization Transactions | (10,487) | (10,487) | ||||||||||||||||||||||
Other comprehensive income (loss) | 163 | 163 | ||||||||||||||||||||||
Equity-based compensation | 406 | 406 | ||||||||||||||||||||||
Ending Balance at Mar. 31, 2021 | 1,185,645 | 1,185,613 | 32 | |||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | 1,195,563 | 1,195,694 | (131) | |||||||||||||||||||||
Net loss | (7,978) | |||||||||||||||||||||||
Net loss prior to Reorganization Transactions | (33,201) | |||||||||||||||||||||||
Equity-based compensation | 300 | |||||||||||||||||||||||
Members' contributions | 5,500 | |||||||||||||||||||||||
Ending Balance at Sep. 30, 2021 | 1,283,084 | $ 88 | $ 700,773 | $ (7,978) | $ 24 | $ 590,177 | ||||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 88,263,333 | 60,020,525 | ||||||||||||||||||||||
Beginning Balance at Mar. 31, 2021 | 1,185,645 | 1,185,613 | 32 | |||||||||||||||||||||
Net loss prior to Reorganization Transactions | (15,040) | (15,040) | ||||||||||||||||||||||
Other comprehensive income (loss) | (19) | (19) | ||||||||||||||||||||||
Equity-based compensation | 1,615 | 1,615 | ||||||||||||||||||||||
Members' contributions | 5,500 | 5,500 | ||||||||||||||||||||||
Distributions to members | (3,328) | (3,328) | ||||||||||||||||||||||
Ending Balance at Jun. 30, 2021 | 1,174,373 | 1,174,360 | 13 | |||||||||||||||||||||
Net loss | (7,978) | $ (13,150) | $ (7,978) | $ (5,172) | ||||||||||||||||||||
Net loss prior to Reorganization Transactions | (7,818) | (7,816) | (7,816) | |||||||||||||||||||||
Other comprehensive income (loss) | $ 13 | $ 13 | (2) | $ (2) | ||||||||||||||||||||
Equity-based compensation | 2,595 | 1,574 | 1,021 | 278 | (278) | |||||||||||||||||||
Distributions to members | $ (3,811) | $ (3,811) | ||||||||||||||||||||||
Initial effect of the Reorganization Transactions and IPO on noncontrolling interests | (217,446) | $ 73 | $ (1,162,455) | 351,075 | 593,861 | |||||||||||||||||||
Initial effect of the Reorganization Transactions and IPO on noncontrolling interests, Share | 72,871,733 | 61,262,052 | ||||||||||||||||||||||
Issuance of Class A common stock in IPO, net of costs | $ 441,418 | $ 18 | $ 441,400 | |||||||||||||||||||||
Issuance of Class A common stock in IPO net of costs, Share | 17,888,888 | |||||||||||||||||||||||
Repurchase of share | $ (63,212) | $ (29,600) | $ (3) | $ (63,209) | $ (29,600) | |||||||||||||||||||
Repurchase of share, Shares | (2,497,288) | (1,169,378) | ||||||||||||||||||||||
Forfeited unvested incentive units | (72,149) | |||||||||||||||||||||||
Vested incentive units, value | (467) | 467 | ||||||||||||||||||||||
Ending Balance at Sep. 30, 2021 | $ 1,283,084 | $ 88 | $ 700,773 | $ (7,978) | $ 24 | $ 590,177 | ||||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 88,263,333 | 60,020,525 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY AND TOTAL EQUITY (Parenthetical) $ in Thousands | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Class A Units | IPO | |
Stock issuance cost, net | $ 11,394 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows provided by operating activities: | ||
Net loss | $ (46,493) | $ (35,295) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,193 | 817 |
Amortization of intangible assets | 43,517 | 43,498 |
Amortization of deferred contract costs | 3,195 | 1,038 |
Equity-based compensation | 4,338 | 1,330 |
Noncash paid in kind interest expense | 7,371 | |
Amortization of debt issuance costs | 1,522 | 1,541 |
Provision for doubtful accounts receivable | 76 | 579 |
Loss on extinguishment of debt (non-cash portion) | 9,843 | |
Changes in fair value of contingent consideration | 3,169 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,179 | 3,936 |
Prepaid expenses and other current assets | (561) | (39) |
Deferred contract costs | (9,043) | (4,341) |
Accounts payable, accrued expenses and other current liabilities | (3,965) | (7,283) |
Deferred revenue | 9,023 | 1,392 |
Net cash provided by operating activities | 20,993 | 14,544 |
Cash flows used in investing activities: | ||
Purchases of property, equipment, and other assets | (5,662) | (1,061) |
Cash paid for acquisitions, net of cash acquired | (6,935) | |
Net cash used in investing activities | (5,662) | (7,996) |
Cash flows provided by (used in) financing activities: | ||
Proceeds from term loan | 275,000 | |
Repayments of term loans | (472,742) | (3,375) |
Proceeds from revolving credit facility | 25,000 | |
Payment of contingent consideration | (1,500) | |
Payment of debt issuance costs | (3,511) | |
Proceeds from equity offering, net of underwriting discounts | 452,812 | |
Repurchase of outstanding equity / Definitive OpCo units | (92,812) | |
Payments of IPO issuance costs | (5,913) | |
Member contributions | 5,500 | |
Member distributions | (7,139) | (2,109) |
Net cash provided by financing activities | 149,695 | 19,516 |
Net increase in cash and cash equivalents | 165,026 | 26,064 |
Effect of exchange rate changes on cash and cash equivalents | (48) | |
Cash and cash equivalents, beginning of period | 24,774 | 8,618 |
Cash and cash equivalents, end of period | 189,752 | 34,682 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 27,587 | $ 23,043 |
Cash paid for income taxes | 13 | |
Supplemental disclosure of non-cash investing activities: | ||
Net decrease in accrued capital expenditures, including purchases of data | (3,020) | |
Supplemental disclosure of non-cash financing activities: | ||
Increase in unpaid public offering costs | $ 5,481 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Definitive Healthcare Corp. (together with its subsidiaries, “Definitive Healthcare” or the “Company”), through its operating subsidiary, AIDH TopCo, LLC (“Definitive OpCo”), provides comprehensive and up-to-date hospital and healthcare-related information and insight across the entire healthcare continuum via a multi-tenant database platform which combines proprietary and public sources to deliver insights. Unless otherwise stated, references to “we,” “us,” “our,” “Definitive Healthcare” and the “Company” refer (1) prior to the consummation of the Reorganization Transactions (as defined below), to Definitive OpCo and its consolidated subsidiaries, and (2) after the consummation of the Reorganization Transactions, to Definitive Healthcare Corp. and its consolidated subsidiaries. On October 27, 2020, Definitive OpCo completed the purchase of all of the outstanding shares of Monocl Holding Company ("Monocl"), a cloud-based platform with millions of expert profiles. Refer to Note 3. Business Combinations , for additional information. Organization Definitive Healthcare Corp. was formed on May 5, 2021 as a Delaware corporation for the purposes of facilitating an initial public offering (“IPO”) and other related transactions in order to carry on the business of Definitive OpCo, a Delaware limited liability company. Following consummation of the Reorganization Transactions, Definitive OpCo became an indirect subsidiary of Definitive Healthcare Corp. The Company is headquartered in Framingham, MA, with three other offices in the United States and one in Sweden. Initial Public Offering On September 17, 2021, Definitive Healthcare completed its IPO, in which it sold 17,888,888 shares of Class A Common Stock (including shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares) at a public offering price of $ 27.00 per share for net proceeds of $ 452.8 million, after deducting underwriters’ discounts and commissions (but excluding other offering expenses and reimbursements). Definitive Healthcare used proceeds from the IPO to (i) acquire 14,222,222 newly issued limited liability company interests (“LLC Units”) from Definitive OpCo; (ii) purchase 1,169,378 LLC Units from certain holders of LLC Units prior to the IPO; and (iii) repurchase 2,497,288 shares of Class A Common Stock received by the former shareholders of certain Blocker Companies (as defined below). Reorganization Transactions In connection with the IPO, the Company completed the following transactions (the “Reorganization Transactions”). Definitive OpCo entered into an amended and restated limited liability company agreement (the “Amended LLC Agreement”) pursuant to which members of Definitive OpCo prior to the IPO who continue to hold LLC Units, have the right to require Definitive OpCo to exchange all or a portion of their LLC Units for newly issued shares of Class A Common Stock. Entities treated as corporations for U.S. tax purposes that hold LLC Units (individually, a “Blocker Company” and collectively, the "Blocker Companies") each merged with a merger subsidiary and subsequently merged into Definitive Healthcare Corp. Except for AIDH Management Holdings, LLC, members of AIDH Management Holdings, LLC, received a number of shares of Definitive Healthcare Corp. Class B Common Stock with no par value per share. The total shares of Class B Common Stock outstanding is equal to the number of LLC Units outstanding. AIDH Management Holdings, LLC is a special purpose investment vehicle through which certain persons, primarily our employees and certain legacy investors, indirectly hold interests in Definitive OpCo; the holders of interests in AIDH Management Holdings, LLC received a number of shares of Definitive Healthcare Corp. Class B Common Stock. In connection with the Reorganization Transactions and the IPO, Definitive Healthcare Corp. entered into a tax receivable agreement. See Note 15. Income Taxes . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies 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. The Financial Accounting Standards Board (“FASB”) establishes these principles to ensure financial condition, results of operations, and cash flows are consistently reported. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the FASB Accounting Standards Codification (“ASC”). The condensed consolidated financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 are unaudited. Amounts for the period from January 1, 2020 through September 15, 2021 presented in the condensed consolidated financial statements and notes to the condensed consolidated financial statements herein represent the historical operations of Definitive OpCo. The amounts as of September 30, 2021 and for the period from September 16, 2021 reflect the consolidated operations of Definitive Healthcare Corp. and its consolidated subsidiaries. All adjustments, consisting of normal recurring adjustments, except as otherwise noted, considered necessary for a fair presentation of the unaudited interim condensed consolidated financial statements for these interim periods have been included. Refer to Note 2. Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements in the Company’s final prospectus dated September 14, 2021 filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on September 16, 2021 (the "IPO Prospectus") for the Company’s accounting policies and estimates. Adoption of Recently Issued Financial Accounting Standards In August 2018, the FASB issued ASU No. 2018-15— Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendment is effective for fiscal years beginning after December 15, 2020 and early adoption is permitted. The Company adopted the update effective January 1, 2021. The adoption did not have a material impact on the consolidated financial statements. Recently-Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02— Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The FASB has subsequently issued supplemental and/or clarifying ASUs inclusive of ASU 2020-05, which updated the effective date for certain non-public companies to annual reporting periods beginning after December 15, 2021. A modified retrospective transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, or by not adjusting the comparative periods and recording a cumulative effect adjustment as of the adoption date, with certain practical expedients available. The Company, as an Emerging Growth Company as defined by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), can elect to take the extended transition period and adopt the standard following guidance for non-public entities which are a part of the “all other” category. The Company will adopt ASU 2016-02 and all associated amendments on the first day of fiscal 2022 (January 1st, 2022) which includes, as allowed under ASU 2018-11, the ability to recognize a cumulative-effect adjustment through opening retained earnings as of the date of adoption. The Company will elect the package of practical expedients permitted under the transition guidance, which allows the Company to carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. The Company will not elect the hindsight practical expedient. The Company will elect to use the practical expedient that allows the combination of lease and non-lease contract components in all of its underlying asset categories. The Company will also elect a policy of not recording leases on its condensed consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to renew the leased asset. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13 —Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments. This standard is intended to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope, such as trade receivables. The amendment is effective for fiscal years beginning after December 15, 2022. The Company will adopt the update effective January 1, 2023 and does not expect the adoption of the standard to have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12— Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. This standard removes certain exceptions for investments, intra-period allocations and interim tax calculations and adds guidance to reduce complexity in accounting for income taxes. The amendment is effective for fiscal years beginning after December 15, 2021 and early adoption is permitted. The Company is currently evaluating the impact of this update on its consolidated financial position or results of operation. In March 2020, the FASB issued ASU No. 2020-04— Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The amendments of ASU No. 2020-04 are effective for companies as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The amendments in this update apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The Company is evaluating the impact that the amendments of this standard would have on its consolidated financial position or results of operations upon adoption. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations On October 27, 2020, the Company completed the purchase of all outstanding shares of Monocl for a total estimated consideration of $ 46.3 million, and up to $ 60 million, summarized as follows: (in thousands) Cash consideration $ 18,307 Equity issuance 25,439 Contingent consideration 2,600 Purchase price $ 46,346 The assets acquired and liabilities assumed were recorded at their estimated fair values and the results of operations were included in the Company’s consolidated results as of the acquisition date. The contingent consideration performance targets for earnout payments are based on the contractual Annual Recurring Revenue (“ARR”) for each of the twelve-month periods ending December 31, 2020 and December 31, 2021. Potential payouts range from $ 0 to $ 5.0 million and $ 0 to $ 10.0 million based on ARR of below $ 8.5 million to over $ 9.5 million and below $ 12.0 million to over $ 16.0 million for each of the twelve-month periods ending December 31, 2020 and 2021, respectively. The Company estimated the fair value of contingent consideration to be $ 6.9 million and $ 5.2 million at September 30, 2021 and December 31, 2020, respectively, based on the achievement of 2020 ARR targets and the probability of achieving the 2021 targets. Refer to Note 9. Fair Value Measurements for more detail. The purchase accounting for the Monocl acquisition was finalized as of December 31, 2020. The fair values assigned to tangible and identified intangible assets acquired and liabilities assumed were based on management's estimates and assumptions. The final allocation of the acquisition-date fair values of assets and liabilities as of December 31, 2020, was as follows: (in thousands) Preliminary allocation: October 27, Cash $ 2,774 Accounts receivable 788 Prepaid expenses and other current assets 614 Property and equipment 20 Intangible assets 18,900 Accounts payable and accrued expenses ( 2,137 ) Deferred revenue ( 2,884 ) Total assets acquired and liabilities assumed 18,075 Goodwill 28,271 Purchase price $ 46,346 T he Company recorded goodwill, customer relationships, data, technology, and trademark of $ 28.3 million, $ 11.9 million, $ 3.0 million, $ 2.6 million and $ 1.4 million, respectively, as of the acquisition date. The goodwill recognized includes the fair value of the assembled workforce and any expected synergies gained through the acquisition. The Company determined that the goodwill resulting from the acquisition is not deductible for tax purposes. Customer relationships represent the estimated fair value of the underlying relationships with the acquired entity’s business customers and are amortized using the annual pattern of cash flows (economic value method) over the estimated 14-year life of this asset. Data includes proprietary data on medical and scientific expert personnel. The technology recognized includes Monocl’s existing technology and provides users with a cloud-based platform with millions of expert profiles generated using machine learning and tailored algorithms through an online platform. This technology provides the automated collection of content sources, data processing and augmentation, and ultimately the generation of contextually relevant and continuously updated expert profiles. The trademark represents the estimated fair value of the registered trademarks, logo and domain names associated with the Monocl corporate brand. The data, technology, and trademark are amortized using the straight-line method over the estimated remaining useful life of 3 years , 8 years , and 19 years , respectively. In connection with the acquisition, the Company recognized acquisition related costs of $ 0.4 million which were recorded within transaction expenses in the accompanying consolidated statements of income (loss). The results of operations of Monocl are included in the Company’s consolidated results since the date of acquisition. The revenue and net loss of Monocl reflected in the consolidated statements of operations for the year ended December 31, 2020 were $ 1.2 million and $ 1.6 million, respectively. Unaudited Pro Forma Supplementary Data: Nine Months Ended September 30, 2020 (in thousands) Revenue $ 91,750 Net loss ( 43,763 ) The pro forma net loss includes adjustments to amortization expense for the valuation of other intangible assets of $ 0.6 million and interest expense related to incremental borrowings used to finance the transaction of $ 0.8 million and for the nine months ended September 30, 2020. The unaudited pro forma supplementary data is provided for informational purposes only and should not be construed to be indicative of the Company’s results of operations had the acquisition been consummated on the date assumed or of the Company’s results of operations for any future date. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 4. 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, 2021 and 2020, respectively: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Platform subscriptions $ 42,780 $ 29,732 $ 118,545 $ 83,814 Professional services 304 341 1,296 845 Total revenue $ 43,084 $ 30,073 $ 119,841 $ 84,659 The opening and closing balances of the Company’s receivables, deferred contract costs and contract liabilities from contracts with customers are as follows: (in thousands) September 30, December 31, Accounts receivable, net $ 27,886 $ 33,108 Deferred contract costs 5,359 2,947 Long-term deferred contract costs 9,388 5,952 Deferred revenues 70,179 61,200 Deferred Contract Costs A summary of the activity impacting the deferred contract costs for the nine months ended September 30, 2021 and the year ended December 31, 2020 is presented below: (in thousands) September 30, December 31, Balance at beginning of period $ 8,899 $ 2,885 Costs amortized ( 3,195 ) ( 1,670 ) Additional amounts deferred 9,043 7,684 Balance at end of period 14,747 8,899 Classified as: Current 5,359 2,947 Non-current 9,388 5,952 Total deferred contract costs (deferred commissions) $ 14,747 $ 8,899 Contract Liabilities A summary of the activity impacting deferred revenue balances during the nine months ended September 30, 2021 and for the year ended December 31, 2020 is presented below: (in thousands) September 30, December 31, Balance at beginning of period $ 61,200 $ 46,125 Revenue recognized ( 119,841 ) ( 118,317 ) Additional amounts deferred 128,820 133,392 Balance at end of period $ 70,179 $ 61,200 Remaining Performance Obligations ASC 606 introduced the concept of transaction price allocated to the remaining performance obligations of a contract, which is different than unbilled deferred revenue under ASC 605. 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 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. Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and backlog. 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) September 30, December 31, Current $ 128,653 $ 114,284 Non-current 78,900 58,250 Total $ 207,553 $ 172,534 |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | 5. Accounts Receivable Accounts receivable consisted of the following: (in thousands) September 30, December 31, Accounts receivable $ 28,243 $ 33,635 Unbilled receivable 496 329 28,739 33,964 Less: allowance for doubtful accounts ( 853 ) ( 856 ) Accounts receivable, net $ 27,886 $ 33,108 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consisted of the following: (in thousands) September 30, December 31, Computers and software $ 4,455 $ 3,141 Furniture and equipment 1,580 1,109 Leasehold improvements 2,766 1,781 Construction and software development in process — 128 8,801 6,159 Less: accumulated depreciation and amortization ( 4,104 ) ( 2,911 ) Property and equipment, net $ 4,697 $ 3,248 Depreciation and amortization expense associated with property and equipment was $ 0.5 million and $ 0.3 million for the three months ended September 30, 2021 and 2020, respectively, and $ 1.2 million and $ 0.8 million for the nine months ended September 30, 2021 and 2020 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets The carrying amounts of goodwill and intangible assets, as of September 30, 2021 and December 31, 2020, consist of the following: September 30, 2021 (in thousands) Gross Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 370,030 $ ( 84,159 ) $ 285,871 Developed technologies 51,100 ( 15,648 ) 35,452 Tradenames 35,500 ( 4,510 ) 30,990 Database 42,656 ( 28,246 ) 14,410 Total finite-lived intangible assets 499,286 ( 132,563 ) 366,723 Goodwill 1,261,444 — 1,261,444 Total goodwill and Intangible assets $ 1,760,730 $ ( 132,563 ) $ 1,628,167 December 31, 2020 (in thousands) Gross Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 370,030 $ ( 58,097 ) $ 311,933 Developed technologies 51,100 ( 10,218 ) 40,882 Tradenames 35,500 ( 2,952 ) 32,548 Database 42,656 ( 17,782 ) 24,874 Total finite-lived intangible assets 499,286 ( 89,049 ) 410,237 Goodwill 1,261,444 — 1,261,444 Total goodwill and Intangible assets $ 1,760,730 $ ( 89,049 ) $ 1,671,681 Amortization expense associated with finite-lived intangible assets wa s $ 14.7 m illion and $ 14.6 million for the three months ended September 30, 2021 and 2020, respectively, of which $ 5.4 million and $ 4.8 million was included in cost of revenue for the respective periods. Amortization expense associated with finite-lived intangible assets was $ 43.5 million for both the nine months ended September 30, 2021 and 2020, of which $ 15.9 million and $ 14.3 million was included in cost of revenue for the respective periods. There were no changes to the carrying amount of goodwill in the nine months ended September 30, 2021. The Company determined it had one reporting unit. There was no impairment of goodwill in the nine months ended September 30, 2021 or 2020 . |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Long Term Debt [Abstract] | |
Long-term Debt | 8. Long-Term Debt Long-term debt consisted of the following as of September 30, 2021 and December 31, 2020, respectively: September 30, 2021 (in thousands) Principal Unamortized debt Total debt, 2021 Term Loan $ 275,000 $ ( 2,737 ) $ 272,263 Less: current portion of long-term debt 6,875 Long-term debt $ 265,388 December 31, 2020 (in thousands) Principal Unamortized debt Total debt, 2019 Term Loan $ 444,375 $ ( 10,865 ) $ 433,510 Paid in kind interest on 2019 Term Loan 10,412 — 10,412 2019 Delayed Draw Term Loan 17,955 — 17,955 Total debt $ 472,742 $ ( 10,865 ) $ 461,877 Less: current portion of long-term debt 4,680 Long-term debt $ 457,197 On September 17, 2021, the Company repaid the outstanding principal balances of the 2019 Term Loan, as described below, of $ 442.1 million, paid in kind interest, as described below, of $ 10.4 million, 2019 Delayed Draw Term Loan, as described below, of $ 17.9 million and related accrued interest payable of $ 4.2 million totaling $ 474.6 million using the proceeds from the 2021 Term Loan, as described below, of $ 275.0 million and net proceeds of the IPO of $ 199.6 million, inclusive of accrued interest expense. The effective interest rate for these loans under the 2019 Credit Agreement, as described below, was 6.25 % as of the repayment date. The Company recognized a $ 9.9 million loss on the extinguishment of debt relating to the write off of unamortized debt issuance costs. 2021 Credit Agreement On September 17, 2021, Definitive Healthcare Holdings, LLC, a Delaware limited liability company ("DH Holdings"), an indirect subsidiary of Definitive Healthcare Corp., 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. The 2021 Credit Agreement provides for (i) a $275.0 million term loan A facility (the "2021 Term Loan") and (ii) a $ 75.0 million revolving credit facility (the "2021 Revolving Line of Credit" and, together with the 2021 Term Loan, collectively, the "2021 Credit Facilities"), the proceeds of which were used to repay a portion of the indebtedness outstanding under the 2019 Credit Agreement (as described below). Both the 2021 Term Loan and the 2021 Revolving Line of Credit mature on September 17, 2026 . The 2021 Credit Facilities include customary affirmative, negative and financial covenants. The 2021 Credit Facilities are guaranteed by all of DH Holdings's wholly-owned domestic restricted subsidiaries and AIDH Buyer, LLC, a Delaware limited liability company and the direct parent company of DH Holdings, in each case, subject to customary exceptions, and are secured by a lien on substantially all of the assets of DH Holdings and the guarantors, including a pledge of the equity of DH Holdings, in each case, subject to customary exceptions. The 2021 Term Loan is subject to annual amortization of principal, payable in equal quarterly installments on the last day of each fiscal quarter, commencing on December 31, 2021 (the "Initial Amortization Date"), equal to approximately 2.5% per annum of the principal amount of the term loans in the first year and second year after the Initial Amortization Date and approximately 5.0% per annum of the principal amount of the term loans in the third year, fourth year and fifth year after the Initial Amortization Date. A balloon payment of approximately $ 220.0 million will be due at the maturity of the 2021 Term Loan. There was $ 275.0 mil lion outstanding on the 2021 Term Loan at September 30, 2021. DH Holdings is required to pay the lenders under the 2021 Credit Agreement an unused commitment fee of between 0.25 % and 0.30 % per annum on the undrawn commitments under the 2021 Revolving Line of Credit, depending on the total net leverage ratio, quarterly in arrears. The expense is included in interest expense in the statements of operations. There was no outstanding balance on the 2021 Revolving Line of Credit at September 30, 2021. For both the 2021 Term Loan and 2021 Revolving Line of Credit, DH Holdings may elect from several interest rate options based on the LIBO Rate or the Base Rate plus an applicable margin. The applicable margin will be based on the total leverage ratio beginning in the fiscal year ended December 31, 2022. As of September 30, 2021, the effective interest rate was 2.37 %. In connection with the 2021 Credit Agreement, the Company capitalized financing costs totaling $ 3.5 million, $ 2.8 million for the 2021 Term Loan facility and $ 0.8 million for the 2021 Revolving Line of Credit. The financing costs associated with the 2021 Term Loan facility are recorded as a contra-debt balance in Term loan, net of current portion in the condensed consolidated balance sheets and are amortized over the remaining life of the loan using the effective interest method. The financing costs associated with the 2021 Revolving Line of Credit are recorded in Other assets in the condensed consolidated balance sheet are are amortized over the life of the arrangement. 2019 Credit Agreement On July 16, 2019, DH Holdings entered into a credit agreement (the “2019 Credit Agreement”) by and among DH Holdings, the lenders party thereto and Owl Rock Capital Corporation, as administrative agent. Under the 2019 Credit Agreement, a $ 450.0 million term loan facility (the “2019 Term Loan”), a $ 100.0 million delayed draw term loan facility (the “2019 Delayed Draw Term Loan”) and a $ 25.0 million revolving line of credit (the “2019 Revolving Line of Credit”) were made available to DH Holdings. The 2019 Credit Agreement included customary affirmative, negative and financial covenants. All facilities under the 2019 Credit Agreement were guaranteed, by DH Holdings’s wholly-owned domestic restricted subsidiary, Definitive Healthcare LLC, a Massachusetts limited liability company and AIDH Buyer, LLC, a Delaware limited liability company and the direct parent company of DH Holdings, and were secured by a lien on substantially all of the assets of DH Holdings and the guarantors, including a pledge of the equity of DH Holdings, in each case, subject to customary exceptions. The 2019 Term Loan had a maturity date of July 16, 2026 and was issued with an original issue discount of $ 11.3 million and amortized to interest expense over the term of the agreement using the effective interest method. Interest on a portion of the loan ($ 100.0 million of the $ 450.0 million principal amount) was treated as paid in kind and added to the principal balance to be paid off at maturity. DH Holdings could elect from several interest rate options based on the Eurodollar Rate or the Base Rate plus an applicable margin. Quarterly principal payments of $ 1.1 million began in December 2019 and were required through the 2019 Term Loan's maturity, at which time a balloon payment of $ 419.6 million, excluding the paid in kind portion, was due. The paid in kind interest was payable on the maturity date. 2019 Term Loan was subject to excess cash flow payments annually beginning in the fiscal year ended December 31, 2020 based on the total leverage ratio. There was $ 454.8 million outstanding on the 2019 Term Loan at December 31, 2020, including $ 10.4 million of paid in kind interest. The effective interest rate for the 2019 Term Loan and paid in kind effective interest was 6.50 % at December 31, 2020. The 2019 Delayed Draw Term Loan had a maturity of July 16, 2026 . The 2019 Delayed Draw Term Loan was issued with an original issue discount of $ 1.3 million. DH Holdings could draw down funds under the 2019 Delayed Draw Term Loan until July 16, 2021. As of December 31, 2020, DH Holdings drew $ 18.0 million on the 2019 Delayed Draw Term Loan, in connection with the Monocl acquisition. DH Holdings could elect from several interest rate options based on the Eurodollar Rate or the Base Rate plus an applicable margin. Quarterly in arrears through July 16, 2021, DH Holdings was required to pay the bank a fee equal to 1 % per annum of the amount of the 2019 Delayed Draw Term Loan unused capacity. Quarterly principal payments began in December 2020 in quarterly installments equal to 0.25 % of the aggregate amount outstanding on the 2019 Delayed Draw Term Loan, and are required through the note’s maturity, at which time a payment of the entire outstanding principal balance will be due. The outstanding balance on the 2019 Delayed Draw Term Loan was $ 18.0 million at December 31, 2020. The effective interest rate for the 2019 Delayed Draw Term Loan was 6.50 % at December 31, 2020. The 2019 Revolving Line of Credit had a maturity of July 16, 2024 . DH Holdings could elect from several interest rate options based on the Eurodollar Rate or the Base Rate plus an applicable margin. During 2020, $ 25.0 million was drawn on the 2019 Revolving Line of Credit and subsequently paid back in 2020. There was no outstanding balance on the 2019 Revolving Line of Credit at December 31, 2020. No draws on the 2019 Revolving Line of Credit were made in 2021 and the 2019 Credit Agreement was terminated on September 17, 2021 . In connection with the 2019 Credit Agreement, the Company originally capitalized financing costs totaling $ 14.1 million, $ 13.4 million for the 2019 Term Loan and $ 0.7 million for the 2019 Revolving Line of Credit. In October 2020, the Company capitalized an additional $ 0.2 million in financing costs associated with the 2019 Delayed Draw Term Loan borrowing. These financing costs were recorded as deferred financing costs in the condensed consolidated balance sheets and amortized over the remaining lives of the respective borrowing using the effective interest method. The Company expensed capitalized financing costs for the 2019 Credit Agreement through interest expense of $ 0.4 million and $ 0.5 million for the three months ended September 30, 2021 and 2020, respectively, and $ 1.5 million for the nine months ended September 30, 2021 and 2020, respectively. At December 31, 2020, the unamortized financing costs for the 2019 Revolving Line of Credit of $ 0.5 million was classified in other assets in the consolidated balance sheet. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. 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. The Company’s financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and equivalents, accounts receivable, accounts payable, long-term and short-term debt and contingent consideration payable. The estimated fair value of cash and equivalents, accounts receivable and accounts payable approximates their carrying value due to due to their short maturities (less than 12 months). The Company’s short- and long-term debt are recorded at their carrying values in the consolidated balance sheets, which may differ from their respective fair values. The carrying values and estimated fair values of the Company’s short- and long-term debt approximate their carrying values as of December 31, 2020, and 2019, based on interest rates currently available to the Company for similar borrowings. The contingent consideration, which resulted from the earn-outs associated with the Monocl acquisition, is measured at fair value on a recurring basis. The fair value was estimated using a variation of the income approach, known as the real options method, where ARR was simulated in a risk-neutral framework using Geometric Brownian Motion, a well-accepted model of stock price behavior that is used in option pricing models such as the Black-Scholes option pricing model. The risk-neutral expected (probability-weighted) earnout payments were then calculated based on simulation results. An increase to a probability of achievement would result in a higher fair value measurement. At September 30, 2021 and December 31, 2020, the fair value of the contingent consideration was estimated at $ 6.9 mi llion and $ 5.2 million, respectively. The current portion of the earn-out liability ($ 6.9 m illion and $ 1.5 million at September 30, 2021 and December 31, 2020, respectively) is included in accrued expenses and other current liabilities on the consolidated balance sheets, and the non-current portion ( nil at September 30, 2021 and $ 3.7 million at December 31, 2020) in other long-term liabilities. A payment of $ 1.5 million was made in April 2021. Earn-out 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. The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of September 30, 2021 and December 31, 2020: (in thousands) Fair Value Valuation Technique Unobservable Discount Rate Earn-out liabilities $ 6,905 Income Approach (Real Option Method) Discount rate 2.38 % The table below presents a reconciliation of earnout liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in thousands) September 30, December 31, Balance at beginning of period $ 5,236 $ — Additions — 2,600 Net change in fair value and other adjustments 3,169 2,636 Payments ( 1,500 ) — Balance at end of period $ 6,905 $ 5,236 Adjustments to the earn-out liabilities in periods subsequent to the completion of acquisitions were made using scenario-based modeling to estimate the probability of achievement and are reflected within transaction expenses in the condensed consolidated statements of operations. As of September 30, 2021, the Company had the potent ial to make a maximum of $ 10.0 million and a minimum of $ 0.0 million (undiscounted) in earn-out payments. Assuming the ach ievement of the applicable performance criteria, these earn-out payments will be made in April 2022. Certain assets and liabilities, including property, plant and equipment, 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 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 IPO Prospectus. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Accounts Payable And Accrued Liabilities Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: (in thousands) September 30, December 31, Payroll and payroll-related $ 7,246 $ 7,792 Accrued interest 233 5,365 Contingent consideration, current 6,905 1,500 Sales taxes 1,146 649 Deferred rent 112 583 Other 3,654 1,432 Accrued expenses and other current liabilities $ 19,296 $ 17,321 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies The Company leases office facilities in Massachusetts, Vermont and Sweden, the terms of which expire at various times through the year 2030. In 2019, the Company signed a new office lease agreement which commenced in 2020 and will continue through 2027. Total rent expense for the three and nine months ended September 30, 2021 was $ 0.7 million and $ 2.1 million, respectively, and rent expense for the three and nine months ended September 30, 2020 was $ 0.5 million and $ 1.4 million, respectively. Rent expense was classified in selling, general, and administrative expense in the condensed consolidated statements of operations for all periods presented. |
Stockholders' Equity and Member
Stockholders' Equity and Members' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Members Equity [Abstract] | |
Stockholders' Equity and Members' Equity | 12. Stockholders' Equity and Members' Equity The Company has Class A Common Stock, Class B Common Stock and Preferred Stock. Holders of outstanding shares of Class A Common Stock and Class B Common Stock will vote as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. Class B Common Stock issued to holders of Definitive OpCo Units that are unvested shall have no vote per share until such time as such Units have vested. Class A Common Stockholders are entitled to receive dividends, if declared by our board of directors out of legally available funds. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of Preferred Stock having liquidation preferences, if any, the holders of shares of our Class A Common Stock will be entitled to receive pro rata our remaining assets available for distribution. Class B Common Stockholders are not entitled to economic interests in Definitive Healthcare Corp. and do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of Definitive Healthcare Corp. Shares of Preferred Stock have no t been issued at September 30, 2021. The board of directors may authorize one or more series of Preferred Stock (including convertible Preferred Stock) and will determine, with respect to any series of Preferred Stock, the voting rights, preferences, participation, or other special rights and limitations. Under the Amended Definitive OpCo LLC Agreement, the holders of LLC Units have the right to require Definitive OpCo to exchange all or a portion of their LLC Units for newly issued shares of Class A Common Stock, which may consist of unregistered shares, on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). Shares of Class B Common Stock and their corresponding LLC Units will be canceled on a one-for-one basis once an exchange has been completed. As described in Note 1. Description of Business , the Company was formed by Advent International ("Advent") for the purpose of acquiring Definitive Holdco. Upon formation of the Company, two classes of units were established: Class A Units (“Class A Units”) and Class B Units (“Class B Units”), collectively "the Units". The table below provides a summary of the number of Class A and Class B units authorized, issued and outstanding as of December 31, 2020, respectively. December 31, Class A units: Authorized, issued and outstanding Class A units 130,245,990 Class B units: Authorized Class B units 8,088,877 Issued Class B units 3,720,063 Outstanding Class B units (Vested Class B units) 474,920 During 2021, the Company issued 363,516 new Class A units worth $ 5.8 million, consisting of a capital contribution of $ 5.5 million and equity-based compensation expense of $ 0.3 million. Refer to Note 13. Equity-Based Compensation for more detail on Class B units. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-Based Compensation | 13. Equity-Based Compensation Equity-based compensation expense is allocated to all departments in the accompanying condensed consolidated statements of operations based on the recipients of the compensation. A summary of the expense by line item in the consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020, respectively, is provided in the following table. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Cost of revenue $ 48 $ 16 $ 79 $ 46 Sales and marketing 326 132 567 380 Product development 187 93 341 267 General and administrative 1,756 217 3,351 637 Total compensation expense $ 2,317 $ 458 $ 4,338 $ 1,330 2021 Equity Incentive Plan As of September 15, 2021, in connection with its IPO, the Company adopted the Definitive Healthcare Corp. 2021 Equity Incentive Plan (the "2021 Plan"). The types of grants available under the 2021 Plan include stock options (both incentive and non-qualified), stock appreciation rights ("SARs"), restricted stock awards ("RSAs"), restricted stock units ("RSUs"), and stock-based awards. The aggregate number of shares of Class A Common Stock available for grant under the 2021 Plan was 8,989,039 shares at September 30, 2021. As of September 30, 2021, 1,464,681 RSUs have been granted under the 2021 Plan. The outstanding RSUs have time-based and/or performance-based vesting criteria. Outstanding time-based RSUs generally vest partially on the one year anniversary of each grant and quarterly over the subsequent two- or three-year period. Outstanding performance-based RSUs vest annually over three years upon the achievement of certain performance targets and continued service, the measurement period for which begins January 1, 2022. As such, no stock-based compensation expense associated with performance-based RSUs was recorded in the third quarter of 2021. The following table summarizes the Company’s unvested time-based and performance-based RSU activity for the nine months ended September 30, 2021. Time-Based Performance-Based Weighted Weighted Restricted Average Grant Restricted Average Grant Stock Units Date Fair Value Stock Units Date Fair Value Unvested at beginning of period — $ - — $ - Granted 1,300,328 $ 27.00 164,353 $ 27.00 Vested — $ - — $ - Forfeited ( 2,656 ) $ 27.00 — $ - Unvested at end of period 1,297,672 $ 27.00 164,353 $ 27.00 The Company recognized $ 0.4 million in stock-based compensation expense associated with RSUs granted in 2021. Total unrecognized expense was estimated to be $ 39.1 million for both time-based vesting and performance-based vesting awards at September 30, 2021, to be recognized over a weighted-average period of approximately 4.0 years . 2019 Equity Incentive Plan In July 2019, the Company and its Board of Members approved the 2019 Equity Incentive Plan ("the 2019 Plan") under which the Parent Company had reserved approximately 8,088,877 Class B Units (the “2019 Incentive Equity Pool”). The 2019 Incentive Equity Pool was utilized for the issuance of units to employees, consultants, directors, managers, or others providing services to the Company pursuant to Board of Members approval. These interests were considered profit interests, which, in general, entitle the holder of the unit to a pro rata share of the increase in value of the unit over the base value determined at the award date and were subject to such vesting and other restrictions as the Board of Members deemed appropriate. Any units forfeited or repurchased were available for future grants under the 2019 Incentive Equity Pool. The units had time-based and/or performance-based vesting criteria. Generally, the time-based units vested in equal annual installments over a four-year period on the anniversary date of the vest date. The performance-based units vested based on the achievement of specified returns on investments upon a change of control or qualifying event, as defined in the agreement. In connection with the IPO, performance-based forfeiture conditions for unvested units were waived through a modification of the awards and, after the IPO, all such unvested awards became subjected to time-vesting over three years from the IPO Date. As a result of the modification of the terms of such performance-vesting awards, we recorded compensation expense based on the fair value of the units that otherwise would have been forfeited, using the IPO price of $ 27.00 per share. The total compensation expense related to modification was $ 9.0 million, which will be recognized over the respective remaining service periods. The Company recorded $ 0.2 million in stock-based compensation expense associated with these performance-vesting units in the third quarter of 2021. In connection with the retirement of an executive officer, the Company accelerated the vesting of 24,049 unvested time-vesting Class B units and 48,099 of his unvested performance-vesting Class B units. The Company recorded incremental compensation expense of approximately $ 1.9 million during the third quarter 2021. Upon separation, the remaining 72,149 in Class B units were forfeited. Effective September 15, 2021, the Company will no longer grant any awards under the 2019 Plan, though previously granted awards under the 2019 Plan remain outstanding and governed by the 2019 Plan, except for the modifications discussed above. For awards granted in the 2019 Plan, the Company assessed the fair value of the awards as of the grant date. The fair value of the units was estimated using a two-step process. First, the Company’s enterprise value was established using generally accepted valuation methodologies, including discounted cash flow analysis, guideline comparable public company analysis, and comparable transaction method. Second, the enterprise value was allocated among the securities that comprise the capital structure of the Company using an option-pricing method based on the Black-Scholes model. For performance-based units, the Company used a Monte Carlo simulation analysis, which captures the impact of the performance vesting conditions to value the performance-based units. The use of the Black-Scholes model and the Monte Carlo simulation requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. Significant assumptions used to estimate the fair value of units were as follows, which were the same between service-based and performance-based shares: September 15, 2021 December 31, 2020 Expected option term 0.30 - 0.70 years 5.5 years Risk-free rate of return 0.01 % - 0.06 % 1.73 % Applied volatility 30 % 35 % In connection with the Reorganization Transactions and the IPO, unvested Class B Units held directly by employees of the Company or indirectly through Definitive OpCo, were exchanged for unvested Definitive OpCo units based on their respective participation thresholds and the IPO price of $27.00 per share. The time-based units issued upon the exchange remain subject to the same service vesting requirements as the original Class B Units. The pre-IPO performance-based units were exchanged for time-based units and will vest over a three-year period beginning on the date of the IPO. The following table summarizes the Company’s unvested time-based and performance-based unit activity from January 1, 2021 through September 30, 2021. Time-Based Performance-Based Weighted Weighted Non-Vested Average Grant Non-Vested Average Grant Units Date Fair Value Units Date Fair Value Non-vested at December 31, 2020 1,404,720 $ 3.65 1,840,423 $ 2.35 Granted 1,477,323 1.41 1,177,308 0.41 Vested ( 437,731 ) 3.64 — — Forfeited ( 13,770 ) 3.65 ( 18,361 ) 2.35 Non-vested at September 15, 2021 2,430,542 $ 2.29 2,999,370 $ 1.59 Effect of Reorganization Transactions and IPO ( 1,165,679 ) 2.08 ( 1,318,171 ) 1.39 Performance-based units exchanged for time-based units 1,681,199 1.74 ( 1,681,199 ) 1.74 Vested ( 74,049 ) 2.75 — — Forfeited ( 72,149 ) 2.78 — — Non-vested at September 30, 2021 2,799,864 $ 2.02 — $ — In connection with the Reorganization Transactions and the IPO, 912,651 vested Class B Units held directly by employees of the Company or indirectly through Definitive OpCo were exchanged into 578,217 vested Definitive OpCo units based on their respective participation thresholds and the IPO price of $27.00 per share. The Company recorded $0.6 million and $1.5 million in stock-based compensation expense associated with time-based units in the three and nine months ended September 30, 2021, respectively. The Company recorded $0.5 million and $1.3 million in stock-based compensation expense associated with unexchanged time-based units in the three and nine months ended September 30, 2020, respectively. At September 30, 2021, the Company had approximately $ 18.4 million of unrecognized unit-based compensation expense for unvested time-based units, including those that were exchanged for time-based units at IPO. The expense, which will be recorded under the terms of the 2019 Plan, is expected to be recognized over a weighted-average period of approximately 2.8 years. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plans | 14. Retirement Plan The Company has a 401(k) plan covering all employees who have met certain eligibility requirements. The Company incurred $ 0.6 million and $ 1.7 million in employer matching contributions during the three and nine months ended September 30, 2021 , respectively, and $ 0.4 million and $ 1.1 million during the three and nine months ended September 30, 2020 , respectively . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes As described in Note 1. Business Organization and Note 12. Stockholders' Equity and Members' Equity , as a result of the IPO, Definitive Healthcare Corp. began consolidating the financial results of Definitive OpCo. Definitive OpCo is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Definitive OpCo is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Definitive OpCo is passed through to and included in the taxable income or loss of its members, including Definitive Healthcare Corp., based on its economic interest held in Definitive OpCo. Definitive Healthcare Corp. was formed on May 5, 2021 and did not engage in any operations prior to the IPO. Definitive Healthcare Corp. is taxed as a corporation and is subject to U.S. federal, state, and local income taxes with respect to its allocable share of any taxable income or loss of Definitive OpCo, as well as such taxes on any stand-alone income or loss generated by Definitive Healthcare Corp. The Company has recorded an immaterial amount of tax expense associated with corporations owned by Definitive OpCo within general and administrative expense. As of September 30, 2021, management performed an assessment of the recoverability of deferred tax assets. Management determined, based on the accounting standards applicable to such assessment, that sufficient negative evidence to conclude it was more likely than not that its deferred tax assets would not be realized and has recorded a valuation allowance against substantially all of its deferred tax assets. In the event that management determines the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be made which would reduce the provision for income taxes. As of September 30, 2021 the Company has a net deferred tax liability of $ 71.3 million which was recorded through equity as part of the Reorganization Transactions. The net deferred tax liability principally relates to taxable temporary differences that cannot be considered a source of income to recover the deferred tax assets due to attribute limitation rules. The Company recognizes uncertain income tax positions when it is more-likely-than-not the position will be sustained upon examination. As of September 30, 2021 and December 31, 2020, the Company has no t identified any uncertain tax positions and has not recognized any related reserves. The Company's effective tax rate was ( 0.3 )% and 0.0 % for the three months ended September 30, 2021 and 2020, respectively, and ( 0.3 )% and 0.0 % for the nine months ended September 30, 2021 and 2020, respectively. Tax Receivable Agreement Pursuant to the Company's election under Section 754 of the Internal Revenue Code (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 Interests are redeemed or exchanged by other members. The Company plans to make an election under Section 754 of the Code for each taxable year in which a redemption of exchange of LLC Interest occurs. 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 assets to the extent tax basis is allocated to those assets. In connection with the IPO, the Company entered into a Tax Receivable Agreement ("TRA") and recorded a liability under the TRA of $ 146.1 million as of September 30, 2021 through equity as part of the Reorganization Transactions. Under the TRA, the Company generally will be required to pay certain of our pre-IPO owners 85 % of the amount of cash savings, if any, in U.S. federal, state, or local tax that the Company actually realizes directly or indirectly (or is deemed to realize in certain circumstances) as a result of (i) certain tax attributes created as a result of any sales or exchanges (as determined for U.S. federal income tax purposes) to or with the Company of their interests in Definitive OpCo, including any basis adjustment relating to the assets of Definitive OpCo, (ii) certain favorable tax attributes acquired by the Company 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 resulting from the prior acquisitions of interests in Definitive OpCo by the Blocker Companies), and (iii) tax benefits attributable to payments made under the TRA. The Company expects to benefit from the remaining 15 % of any tax benefits that it may realize. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid. No amounts are expected to be paid within the next 12 months. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 16. Loss Per Share Basic net loss per share of Class A Common Stock is computed by dividing net income attributable to Definitive Healthcare Corp. 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 Definitive Healthcare Corp, adjusted for the assumed exchange of all potentially dilutive securities by the weighted-average number of shares of Class A Common Stock outstanding. Prior to the IPO, the Definitive OpCo membership structure included Class A and Class B member units. The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these unaudited consolidated financial statements. Therefore, earnings per share information has not been presented for the three and nine months ended September 30, 2020. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of Class A Common Stock for the three- and nine-months ended September 30, 2021. The basic and diluted earnings per share for the three- and nine-months ended September 30, 2021 reflects only the period from September 15, 2021 to September 30, 2021, which represents the period wherein the Company had outstanding Class A Common Stock. (in thousands) Three Months Nine Months Numerator: Net loss $ ( 20,966 ) $ ( 46,493 ) Less: Net loss attributable to Definitive OpCo before Reorganization Transactions ( 7,816 ) ( 33,343 ) Less: Net loss attributable to noncontrolling interests ( 5,172 ) ( 5,172 ) Net loss attributable to Definitive Healthcare Corp. $ ( 7,978 ) $ ( 7,978 ) The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock (per share amounts unaudited): (in thousands, except number of shares and per share amounts) Three Months Nine Months Basic net loss per share attributable to common stockholders Numerator: Allocation of net loss attributable to Definitive Healthcare Corp. $ ( 7,978 ) $ ( 7,978 ) Weighted average number of shares of Class A outstanding 88,263,333 88,263,333 Net loss per share, basic and diluted $ ( 0.09 ) $ ( 0.09 ) Shares of the Company’s Class B Common Stock do not participate in the earnings or losses of Definitive Healthcare Corp. 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 Definitive OpCo Units 57,192,893 |
Segment and Geographic Data
Segment and Geographic Data | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Data | 17. Segment and Geographic Data The Company operates as one operating segment. Operating segments are defined as components of the Company for which separate financial information is available and evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the chief executive officer. The chief executive officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by type of service and geographic region, for purposes of allocating resources and evaluating financial performance. Revenues by geographic area presented based upon the location of the customer are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 United States $ 40,863 $ 30,073 $ 114,339 $ 84,659 Rest of world 2,221 — 5,502 — Total revenues $ 43,084 $ 30,073 $ 119,841 $ 84,659 For a summary of our revenue disaggregated by service, refer to Note 4. Revenue . Long-lived assets by geographical region are based on the location of the legal entity that owns the assets. Long-lived assets by geographic area presented based upon the location of the assets are as follows: (in thousands) September 30, December 31, United States $ 4,311 $ 3,120 Rest of world 386 128 Total long-lived assets $ 4,697 $ 3,248 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 18. Related Parties The Company has engaged in revenue transactions within the ordinary course of business with entities affiliated with its private equity sponsors and with members of the Company’s board of directors. During each of the nine months ended September 30, 2021 and 2020 the Company recorded revenue of $ 0.7 million and $ 0.6 m illion, respectively. The associated receivable for the revenue transactions amounted to $ 0.1 million and $ 0.7 million at September 30, 2021 and December 31, 2020, respectively. The Company reimburses its private equity sponsors for services and any related travel and out-of-pocket expenses. During the nine months ended September 30, 2021, the Company had expenses for services, travel and out-of-pocket expenses to its private equity sponsor s of $ 0.2 million and was no t material for the nine months ended September 30, 2020. The associated payable for the service transactions was no t material at September 30, 20 21 and December 31, 2020. On September 17, 2021, Definitive OpCo entered into an agreement to reim burse approximately $ 0.9 million in aggregate documented expenses incurred by Advent International, 22C Capital LLC ("22C Capital"), Spectrum Equity Management, L.P. ("Spectrum Equity"), Jason Krantz and MHDH AB and in connection with the Reorganization Transactions. The amounts were included in accrued expenses and other current liabilities as of September 30, 2021 and are expected to be paid in the fourth quarter of 2021. During the second quarter of 2021, the Company issued 363,516 new Class A units wo rth $ 5.8 million to members of the Company's board of directors. Further, in connection with Definitive Healthcare’s IPO, the underwriters reserved 5 % of the common shares for sale at the initial offering price to the Company’s directors, officers and selected senior managers (the “Directed Share Program”). Richard Booth and Samuel A. Hamood participated in the Directed Share Program and purchased 7,407 and 37,037 shares of Class A Common Stock, respectively. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 19. Noncontrolling Interest Definitive Healthcare Corp. operates and controls all of the business and affairs of Definitive OpCo, and through Definitive OpCo and its subsidiaries, conducts its business. Accordingly, Definitive Healthcare Corp. consolidates the financial results of Definitive OpCo, and reports the noncontrolling interests of its consolidated subsidiaries on its consolidated financial statements based on the Definitive OpCo Units held by Continuing LLC Members. Changes in Definitive Healthcare Corp.'s ownership interest in its consolidated subsidiaries are accounted for as equity transactions. As such, future redemptions or direct exchanges of OpCo Units by Continuing 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 Condensed Consolidated Balance Sheets. As of September 30, 2021, Definitive Healthcare Corp. held 88,263,333 units in the Definitive OpCo resulting in an ownership interest of 60.7 % . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | . Subsequent Events Robert Musslewhite was appointed as President of Definitive Healthcare Corp. effective October 7, 2021. In connection with his appointment, Mr. Musslewhite entered into an employment agreement pursuant to which, he will be paid an annual base salary of $ 0.4 million. Mr. Musslewhite's annual bonus will equal 68% of his pro-rated base salary calculated from the effective date of his employment agreement. In future years, Mr. Musslewhite will be eligible to receive an annual bonus of up to 68 % of his base salary, determined in the sole discretion of the Board, and will be able to participate in the Company's exective incentive plan on the same terms as similarly situated executives. In addition, pursuant to his employment agreement, Mr. Musslewhite will be granted a restricted stock unit award of 433,550 shares of the Company's Class A common stock, which will vest 25 % on the one-year anniversary of the grant, followed by quarterly vesting of 6.25 % per quarter until fully vested over the subsequent three years. Further, Mr. Musslewhite will be granted a second restricted stock unit award in the amount of 216,450 shares of Class A common stock, 33 % of which will vest on the one-year anniversary of the grant, followed by quarterly vesting of 8.33 % per quarter until fully vested over the subsequent two years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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. The Financial Accounting Standards Board (“FASB”) establishes these principles to ensure financial condition, results of operations, and cash flows are consistently reported. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the FASB Accounting Standards Codification (“ASC”). The condensed consolidated financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 are unaudited. Amounts for the period from January 1, 2020 through September 15, 2021 presented in the condensed consolidated financial statements and notes to the condensed consolidated financial statements herein represent the historical operations of Definitive OpCo. The amounts as of September 30, 2021 and for the period from September 16, 2021 reflect the consolidated operations of Definitive Healthcare Corp. and its consolidated subsidiaries. All adjustments, consisting of normal recurring adjustments, except as otherwise noted, considered necessary for a fair presentation of the unaudited interim condensed consolidated financial statements for these interim periods have been included. Refer to Note 2. Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements in the Company’s final prospectus dated September 14, 2021 filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on September 16, 2021 (the "IPO Prospectus") for the Company’s accounting policies and estimates. |
Adoption of Recently Issued Financial Accounting Standards | Adoption of Recently Issued Financial Accounting Standards In August 2018, the FASB issued ASU No. 2018-15— Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendment is effective for fiscal years beginning after December 15, 2020 and early adoption is permitted. The Company adopted the update effective January 1, 2021. The adoption did not have a material impact on the consolidated financial statements. Recently-Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02— Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The FASB has subsequently issued supplemental and/or clarifying ASUs inclusive of ASU 2020-05, which updated the effective date for certain non-public companies to annual reporting periods beginning after December 15, 2021. A modified retrospective transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, or by not adjusting the comparative periods and recording a cumulative effect adjustment as of the adoption date, with certain practical expedients available. The Company, as an Emerging Growth Company as defined by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), can elect to take the extended transition period and adopt the standard following guidance for non-public entities which are a part of the “all other” category. The Company will adopt ASU 2016-02 and all associated amendments on the first day of fiscal 2022 (January 1st, 2022) which includes, as allowed under ASU 2018-11, the ability to recognize a cumulative-effect adjustment through opening retained earnings as of the date of adoption. The Company will elect the package of practical expedients permitted under the transition guidance, which allows the Company to carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. The Company will not elect the hindsight practical expedient. The Company will elect to use the practical expedient that allows the combination of lease and non-lease contract components in all of its underlying asset categories. The Company will also elect a policy of not recording leases on its condensed consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to renew the leased asset. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13 —Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments. This standard is intended to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope, such as trade receivables. The amendment is effective for fiscal years beginning after December 15, 2022. The Company will adopt the update effective January 1, 2023 and does not expect the adoption of the standard to have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12— Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. This standard removes certain exceptions for investments, intra-period allocations and interim tax calculations and adds guidance to reduce complexity in accounting for income taxes. The amendment is effective for fiscal years beginning after December 15, 2021 and early adoption is permitted. The Company is currently evaluating the impact of this update on its consolidated financial position or results of operation. In March 2020, the FASB issued ASU No. 2020-04— Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The amendments of ASU No. 2020-04 are effective for companies as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The amendments in this update apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The Company is evaluating the impact that the amendments of this standard would have on its consolidated financial position or results of operations upon adoption. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of Transaction Transferred | On October 27, 2020, the Company completed the purchase of all outstanding shares of Monocl for a total estimated consideration of $ 46.3 million, and up to $ 60 million, summarized as follows: (in thousands) Cash consideration $ 18,307 Equity issuance 25,439 Contingent consideration 2,600 Purchase price $ 46,346 |
Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired | The purchase accounting for the Monocl acquisition was finalized as of December 31, 2020. The fair values assigned to tangible and identified intangible assets acquired and liabilities assumed were based on management's estimates and assumptions. The final allocation of the acquisition-date fair values of assets and liabilities as of December 31, 2020, was as follows: (in thousands) Preliminary allocation: October 27, Cash $ 2,774 Accounts receivable 788 Prepaid expenses and other current assets 614 Property and equipment 20 Intangible assets 18,900 Accounts payable and accrued expenses ( 2,137 ) Deferred revenue ( 2,884 ) Total assets acquired and liabilities assumed 18,075 Goodwill 28,271 Purchase price $ 46,346 T |
Schedule of Business Acquisition, Pro Forma Information | Unaudited Pro Forma Supplementary Data: Nine Months Ended September 30, 2020 (in thousands) Revenue $ 91,750 Net loss ( 43,763 ) |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table represents a disaggregation of revenue from arrangements with customers for the three and nine months ended September 30, 2021 and 2020, respectively: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Platform subscriptions $ 42,780 $ 29,732 $ 118,545 $ 83,814 Professional services 304 341 1,296 845 Total revenue $ 43,084 $ 30,073 $ 119,841 $ 84,659 |
Summary of Receivables, Deferred Contract Costs and Contract Liabilities from Contract with Customers | The opening and closing balances of the Company’s receivables, deferred contract costs and contract liabilities from contracts with customers are as follows: (in thousands) September 30, December 31, Accounts receivable, net $ 27,886 $ 33,108 Deferred contract costs 5,359 2,947 Long-term deferred contract costs 9,388 5,952 Deferred revenues 70,179 61,200 Deferred Contract Costs A summary of the activity impacting the deferred contract costs for the nine months ended September 30, 2021 and the year ended December 31, 2020 is presented below: (in thousands) September 30, December 31, Balance at beginning of period $ 8,899 $ 2,885 Costs amortized ( 3,195 ) ( 1,670 ) Additional amounts deferred 9,043 7,684 Balance at end of period 14,747 8,899 Classified as: Current 5,359 2,947 Non-current 9,388 5,952 Total deferred contract costs (deferred commissions) $ 14,747 $ 8,899 |
Summary of Deferred Revenue Balances | A summary of the activity impacting deferred revenue balances during the nine months ended September 30, 2021 and for the year ended December 31, 2020 is presented below: (in thousands) September 30, December 31, Balance at beginning of period $ 61,200 $ 46,125 Revenue recognized ( 119,841 ) ( 118,317 ) Additional amounts deferred 128,820 133,392 Balance at end of period $ 70,179 $ 61,200 |
Summary of Remaining Performance Obligation | The remaining performance obligations consisted of the following: (in thousands) September 30, December 31, Current $ 128,653 $ 114,284 Non-current 78,900 58,250 Total $ 207,553 $ 172,534 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following: (in thousands) September 30, December 31, Accounts receivable $ 28,243 $ 33,635 Unbilled receivable 496 329 28,739 33,964 Less: allowance for doubtful accounts ( 853 ) ( 856 ) Accounts receivable, net $ 27,886 $ 33,108 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: (in thousands) September 30, December 31, Computers and software $ 4,455 $ 3,141 Furniture and equipment 1,580 1,109 Leasehold improvements 2,766 1,781 Construction and software development in process — 128 8,801 6,159 Less: accumulated depreciation and amortization ( 4,104 ) ( 2,911 ) Property and equipment, net $ 4,697 $ 3,248 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The carrying amounts of goodwill and intangible assets, as of September 30, 2021 and December 31, 2020, consist of the following: September 30, 2021 (in thousands) Gross Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 370,030 $ ( 84,159 ) $ 285,871 Developed technologies 51,100 ( 15,648 ) 35,452 Tradenames 35,500 ( 4,510 ) 30,990 Database 42,656 ( 28,246 ) 14,410 Total finite-lived intangible assets 499,286 ( 132,563 ) 366,723 Goodwill 1,261,444 — 1,261,444 Total goodwill and Intangible assets $ 1,760,730 $ ( 132,563 ) $ 1,628,167 December 31, 2020 (in thousands) Gross Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 370,030 $ ( 58,097 ) $ 311,933 Developed technologies 51,100 ( 10,218 ) 40,882 Tradenames 35,500 ( 2,952 ) 32,548 Database 42,656 ( 17,782 ) 24,874 Total finite-lived intangible assets 499,286 ( 89,049 ) 410,237 Goodwill 1,261,444 — 1,261,444 Total goodwill and Intangible assets $ 1,760,730 $ ( 89,049 ) $ 1,671,681 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Long Term Debt [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following as of September 30, 2021 and December 31, 2020, respectively: September 30, 2021 (in thousands) Principal Unamortized debt Total debt, 2021 Term Loan $ 275,000 $ ( 2,737 ) $ 272,263 Less: current portion of long-term debt 6,875 Long-term debt $ 265,388 December 31, 2020 (in thousands) Principal Unamortized debt Total debt, 2019 Term Loan $ 444,375 $ ( 10,865 ) $ 433,510 Paid in kind interest on 2019 Term Loan 10,412 — 10,412 2019 Delayed Draw Term Loan 17,955 — 17,955 Total debt $ 472,742 $ ( 10,865 ) $ 461,877 Less: current portion of long-term debt 4,680 Long-term debt $ 457,197 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Abstract] | |
Summary of Valuation Techniques and Significant Unobservable Inputs Used in Recurring Level 3 Fair Value Measurements | The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of September 30, 2021 and December 31, 2020: (in thousands) Fair Value Valuation Technique Unobservable Discount Rate Earn-out liabilities $ 6,905 Income Approach (Real Option Method) Discount rate 2.38 % |
Schedule of Reconciliation of Earnout Liabilities Measured at Fair Value on a Recurring Basis Unobservable Inputs | The table below presents a reconciliation of earnout liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in thousands) September 30, December 31, Balance at beginning of period $ 5,236 $ — Additions — 2,600 Net change in fair value and other adjustments 3,169 2,636 Payments ( 1,500 ) — Balance at end of period $ 6,905 $ 5,236 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounts Payable And Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: (in thousands) September 30, December 31, Payroll and payroll-related $ 7,246 $ 7,792 Accrued interest 233 5,365 Contingent consideration, current 6,905 1,500 Sales taxes 1,146 649 Deferred rent 112 583 Other 3,654 1,432 Accrued expenses and other current liabilities $ 19,296 $ 17,321 |
Stockholders' Equity and Memb_2
Stockholders' Equity and Members' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Members Equity [Abstract] | |
Schedule of Stock by Class | The table below provides a summary of the number of Class A and Class B units authorized, issued and outstanding as of December 31, 2020, respectively. December 31, Class A units: Authorized, issued and outstanding Class A units 130,245,990 Class B units: Authorized Class B units 8,088,877 Issued Class B units 3,720,063 Outstanding Class B units (Vested Class B units) 474,920 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Equity Based Compensation Expense Recognized | A summary of the expense by line item in the consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020, respectively, is provided in the following table. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Cost of revenue $ 48 $ 16 $ 79 $ 46 Sales and marketing 326 132 567 380 Product development 187 93 341 267 General and administrative 1,756 217 3,351 637 Total compensation expense $ 2,317 $ 458 $ 4,338 $ 1,330 |
Schedule Of assumptions used to estimate the fair value of units between service-based and performance-based shares | Significant assumptions used to estimate the fair value of units were as follows, which were the same between service-based and performance-based shares: September 15, 2021 December 31, 2020 Expected option term 0.30 - 0.70 years 5.5 years Risk-free rate of return 0.01 % - 0.06 % 1.73 % Applied volatility 30 % 35 % |
IPO [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Company’s Unvested Time-Based and Performance-Based Unit Activity | The following table summarizes the Company’s unvested time-based and performance-based unit activity from January 1, 2021 through September 30, 2021. Time-Based Performance-Based Weighted Weighted Non-Vested Average Grant Non-Vested Average Grant Units Date Fair Value Units Date Fair Value Non-vested at December 31, 2020 1,404,720 $ 3.65 1,840,423 $ 2.35 Granted 1,477,323 1.41 1,177,308 0.41 Vested ( 437,731 ) 3.64 — — Forfeited ( 13,770 ) 3.65 ( 18,361 ) 2.35 Non-vested at September 15, 2021 2,430,542 $ 2.29 2,999,370 $ 1.59 Effect of Reorganization Transactions and IPO ( 1,165,679 ) 2.08 ( 1,318,171 ) 1.39 Performance-based units exchanged for time-based units 1,681,199 1.74 ( 1,681,199 ) 1.74 Vested ( 74,049 ) 2.75 — — Forfeited ( 72,149 ) 2.78 — — Non-vested at September 30, 2021 2,799,864 $ 2.02 — $ — |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Company’s Unvested Time-Based and Performance-Based Unit Activity | The following table summarizes the Company’s unvested time-based and performance-based RSU activity for the nine months ended September 30, 2021. Time-Based Performance-Based Weighted Weighted Restricted Average Grant Restricted Average Grant Stock Units Date Fair Value Stock Units Date Fair Value Unvested at beginning of period — $ - — $ - Granted 1,300,328 $ 27.00 164,353 $ 27.00 Vested — $ - — $ - Forfeited ( 2,656 ) $ 27.00 — $ - Unvested at end of period 1,297,672 $ 27.00 164,353 $ 27.00 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of Class A Common Stock for the three- and nine-months ended September 30, 2021. (in thousands) Three Months Nine Months Numerator: Net loss $ ( 20,966 ) $ ( 46,493 ) Less: Net loss attributable to Definitive OpCo before Reorganization Transactions ( 7,816 ) ( 33,343 ) Less: Net loss attributable to noncontrolling interests ( 5,172 ) ( 5,172 ) Net loss attributable to Definitive Healthcare Corp. $ ( 7,978 ) $ ( 7,978 ) The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock (per share amounts unaudited): (in thousands, except number of shares and per share amounts) Three Months Nine Months Basic net loss per share attributable to common stockholders Numerator: Allocation of net loss attributable to Definitive Healthcare Corp. $ ( 7,978 ) $ ( 7,978 ) Weighted average number of shares of Class A outstanding 88,263,333 88,263,333 Net loss per share, basic and diluted $ ( 0.09 ) $ ( 0.09 ) |
Schedule of Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | 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 Definitive OpCo Units 57,192,893 |
Segment and Geographic Data (Ta
Segment and Geographic Data (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Areas | Revenues by geographic area presented based upon the location of the customer are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 United States $ 40,863 $ 30,073 $ 114,339 $ 84,659 Rest of world 2,221 — 5,502 — Total revenues $ 43,084 $ 30,073 $ 119,841 $ 84,659 |
Schedule of Long-Lived Assets by Geographic Areas | Long-lived assets by geographical region are based on the location of the legal entity that owns the assets. Long-lived assets by geographic area presented based upon the location of the assets are as follows: (in thousands) September 30, December 31, United States $ 4,311 $ 3,120 Rest of world 386 128 Total long-lived assets $ 4,697 $ 3,248 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Sep. 17, 2021 | Sep. 30, 2021 |
Entity Incorporation, Date of Incorporation | May 5, 2021 | |
Proceeds from Issuance Initial Public Offering | $ 199.6 | |
Acquisition of Limited Liability Company (LLC) | 14,222,222 | |
Purchase Of Limited Liability Company (LLC) Unit | 1,169,378 | |
Common Class A [Member] | ||
Stock Issued During Period Shares New Issues | 17,888,888 | |
Share Price | $ 27 | |
Proceeds from Issuance Initial Public Offering | $ 452.8 | |
Stock Repurchased During Period, Shares | 2,497,288 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | Oct. 27, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 |
Purchase price | $ 46,346 | |||||||
Cash consideration | 18,307 | |||||||
Equity issuance | 25,439 | |||||||
Contingent consideration | 2,600 | |||||||
Fair value of the contingent consideration | $ 6,900 | 6,900 | $ 5,200 | |||||
Deferred revenue | 70,179 | 70,179 | 61,200 | $ 46,125 | ||||
Business combination, Contingent consideration, Liability | 6,900 | 6,900 | 5,200 | |||||
Business combination, Acquisition related costs | $ 400 | |||||||
Revenue | 43,084 | $ 30,073 | 119,841 | $ 84,659 | ||||
Net loss | (7,978) | (7,978) | ||||||
Interest expense | $ 400 | $ 500 | $ 1,500 | 1,500 | ||||
Trademarks [Member] | ||||||||
Business combination, Recognized identifiable assets acquired and liabilities assumed, Other noncurrent assets | $ 1,400 | |||||||
Estimated useful life | 19 years | |||||||
Customer Relationships [Member] | ||||||||
Business combination, Recognized identifiable assets acquired and liabilities assumed, Other noncurrent assets | $ 11,900 | |||||||
Estimated useful life | 14 years | |||||||
Data [Member] | ||||||||
Business combination, Recognized identifiable assets acquired and liabilities assumed, Other noncurrent assets | $ 3,000 | |||||||
Estimated useful life | 3 years | |||||||
Technology [Member] | ||||||||
Business combination, Recognized identifiable assets acquired and liabilities assumed, Other noncurrent assets | $ 2,600 | |||||||
Estimated useful life | 8 years | |||||||
Goodwill [Member] | ||||||||
Business combination, Recognized identifiable assets acquired and liabilities assumed, Other noncurrent assets | $ 28,300 | |||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Potential payouts range, Low | 0 | |||||||
Potential payouts range, High | 5,000 | |||||||
Series of Individually Immaterial Business Acquisitions [Member] | Forecast [Member] | ||||||||
Potential payouts range, Low | $ 0 | |||||||
Potential payouts range, High | 10,000 | |||||||
Monocl Holding Company [Member] | ||||||||
Revenue | 1,200 | |||||||
Net loss | 1,600 | |||||||
Adjustments to amortization expense | 600 | |||||||
Interest expense | $ 800 | |||||||
Minimum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Annual recurring revenue | 8,500 | |||||||
Minimum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | Forecast [Member] | ||||||||
Annual recurring revenue | 12,000 | |||||||
Minimum [Member] | Monocl Holding Company [Member] | ||||||||
Purchase price | 46,300 | |||||||
Maximum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Annual recurring revenue | $ 9,500 | |||||||
Maximum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | Forecast [Member] | ||||||||
Annual recurring revenue | $ 16,000 | |||||||
Maximum [Member] | Monocl Holding Company [Member] | ||||||||
Purchase price | $ 60,000 |
Business Combinations - Summary
Business Combinations - Summary of Transaction Transferred (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Business Combinations [Abstract] | |
Cash consideration | $ 18,307 |
Equity issuance | 25,439 |
Contingent consideration | 2,600 |
Purchase price | $ 46,346 |
Business Combinations - Summa_2
Business Combinations - Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired (Details) $ in Thousands | Oct. 27, 2020USD ($) |
Business Combinations [Abstract] | |
Cash | $ 2,774 |
Accounts receivable | 788 |
Prepaid expenses and other current assets | 614 |
Property and equipment | 20 |
Intangible assets | 18,900 |
Accounts payable and accrued expenses | (2,137) |
Deferred revenue | (2,884) |
Total assets acquired and liabilities assumed | 18,075 |
Goodwill | 28,271 |
Purchase price | $ 46,346 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisition, Pro Forma Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Business Combinations [Abstract] | |
Revenue | $ 91,750 |
Net loss | $ (43,763) |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 43,084 | $ 30,073 | $ 119,841 | $ 84,659 |
Platform Subscriptions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 42,780 | 29,732 | 118,545 | 83,814 |
Professional Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 304 | $ 341 | $ 1,296 | $ 845 |
Revenue - Summary of Receivable
Revenue - Summary of Receivables, Deferred Contract Costs and Contract Liabilities from Contract with Customers (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue From Contract With Customer [Abstract] | ||
Accounts receivable, net | $ 27,886 | $ 33,108 |
Current portion of deferred contract costs | 5,359 | 2,947 |
Long-term deferred contract costs | 9,388 | 5,952 |
Deferred revenues | $ 70,179 | $ 61,200 |
Revenue - Summary of Deferred C
Revenue - Summary of Deferred Contract Costs (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Additional amounts deferred | $ 128,820 | $ 133,392 | |
Deferred contract costs, net of current portion | 9,388 | 5,952 | |
Deferred contract costs | (9,043) | $ (4,341) | |
Deferred Contract Costs [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Balance at beginning of period | 8,899 | $ 2,885 | 2,885 |
Costs amortized | (3,195) | (1,670) | |
Additional amounts deferred | 9,043 | 7,684 | |
Balance at end of period | 14,747 | 8,899 | |
Deferred contract costs, net of current portion | 5,359 | 2,947 | |
Non-current | 9,388 | 5,952 | |
Deferred contract costs | $ 14,747 | $ 8,899 |
Revenue - Summary of Deferred R
Revenue - Summary of Deferred Revenue Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | ||
Balance at beginning of period | $ 61,200 | $ 46,125 |
Revenue recognized | (119,841) | (118,317) |
Additional amounts deferred | 128,820 | 133,392 |
Balance at end of period | $ 70,179 | $ 61,200 |
Revenue - Summary of Remaining
Revenue - Summary of Remaining Performance Obligation (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue From Contract With Customer [Abstract] | ||
Current | $ 128,653 | $ 114,284 |
Noncurrent | 78,900 | 58,250 |
Total | $ 207,553 | $ 172,534 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts Notes And Loans Receivable Net Current [Abstract] | ||
Accounts receivable | $ 28,243 | $ 33,635 |
Unbilled receivable | 496 | 329 |
Accounts receivable, gross | 28,739 | 33,964 |
Less: allowance for doubtful accounts | (853) | (856) |
Accounts receivable, net | $ 27,886 | $ 33,108 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 8,801 | $ 6,159 |
Less: accumulated depreciation and amortization | (4,104) | (2,911) |
Property and equipment, net | 4,697 | 3,248 |
Computers and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 4,455 | 3,141 |
Furniture and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,580 | 1,109 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,766 | 1,781 |
Construction and Software Development in Process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 0 | $ 128 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 9,760 | $ 10,112 | $ 28,814 | $ 30,037 |
Property And Equipment [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 500 | $ 300 | $ 1,200 | $ 800 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 499,286 | $ 499,286 |
Accumulated Amortization | (132,563) | (89,049) |
Net Carrying Amount | 366,723 | 410,237 |
Goodwill [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,261,444 | 1,261,444 |
Accumulated Amortization | 0 | 0 |
Net Carrying Amount | 1,261,444 | 1,261,444 |
Goodwill And Intangible Assets [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,760,730 | 1,760,730 |
Accumulated Amortization | (132,563) | (89,049) |
Net Carrying Amount | 1,628,167 | 1,671,681 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 370,030 | 370,030 |
Accumulated Amortization | (84,159) | (58,097) |
Net Carrying Amount | 285,871 | 311,933 |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 51,100 | 51,100 |
Accumulated Amortization | (15,648) | (10,218) |
Net Carrying Amount | 35,452 | 40,882 |
Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 35,500 | 35,500 |
Accumulated Amortization | (4,510) | (2,952) |
Net Carrying Amount | 30,990 | 32,548 |
Databases [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42,656 | 42,656 |
Accumulated Amortization | (28,246) | (17,782) |
Net Carrying Amount | $ 14,410 | $ 24,874 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 43,517 | $ 43,498 | ||
Amortization | $ 5,356 | $ 4,794 | $ 15,896 | 14,278 |
Number of Reporting Units | Segment | 1 | |||
Impairment of goodwill | $ 0 | 0 | ||
Finite Lived Intangible Assets [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 14,700 | 14,600 | 43,500 | 43,500 |
Amortization | $ 5,400 | $ 4,800 | $ 15,900 | $ 14,300 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 17, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Principal | $ 474,600 | $ 472,742 | |
Unamortized debt issuance costs / financing costs | (9,900) | (10,865) | |
Total debt, net | 461,877 | ||
Less: current portion of long-term debt | $ 6,875 | 4,680 | |
Long-term debt | 265,388 | 457,197 | |
2021 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal | 275,000 | 275,000 | |
Unamortized debt issuance costs / financing costs | (2,737) | ||
Total debt, net | $ 272,263 | ||
2019 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal | 442,100 | 444,375 | |
Unamortized debt issuance costs / financing costs | (10,865) | ||
Total debt, net | 433,510 | ||
Paid in Kind Interest on 2019 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal | 10,400 | 10,412 | |
Total debt, net | 10,412 | ||
2019 Delayed Draw Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal | $ 17,900 | 17,955 | |
Total debt, net | $ 17,955 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) $ in Thousands | Sep. 17, 2021 | Jul. 16, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 16, 2019 |
Debt Instrument [Line Items] | |||||||||||
Outstanding principal balance | $ 474,600 | $ 472,742 | $ 472,742 | ||||||||
Proceeds from issuance of IPO | $ 199,600 | ||||||||||
Interest expense | $ 400 | $ 500 | $ 1,500 | $ 1,500 | |||||||
Frequency of payment | The 2021 Term Loan is subject to annual amortization of principal, payable in equal quarterly installments on the last day of each fiscal quarter, commencing on December 31, 2021 (the "Initial Amortization Date"), equal to approximately 2.5% per annum of the principal amount of the term loans in the first year and second year after the Initial Amortization Date and approximately 5.0% per annum of the principal amount of the term loans in the third year, fourth year and fifth year after the Initial Amortization Date. | ||||||||||
Noncash paid in kind interest expense | 7,371 | ||||||||||
Proceeds from revolving credit facility | 25,000 | ||||||||||
Interest rate | 6.25% | ||||||||||
Financing costs | $ 14,100 | $ 3,500 | |||||||||
Interest expense | 400 | $ 500 | 1,500 | $ 1,500 | |||||||
Unamortized debt issuance costs / financing costs | $ 9,900 | 10,865 | 10,865 | ||||||||
2019 Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding principal balance | 442,100 | 444,375 | 444,375 | ||||||||
Interest payable | 4,200 | ||||||||||
Face amount of loan | 450,000 | $ 450,000 | |||||||||
Maturity date | Jul. 16, 2026 | ||||||||||
Original issue discount | $ 11,300 | ||||||||||
Interest expense | 100,000 | ||||||||||
Line of credit | $ 454,800 | 454,800 | $ 450,000 | ||||||||
Quarterly principal payment | $ 1,100 | ||||||||||
Balloon payment | $ 419,600 | ||||||||||
Noncash paid in kind interest expense | $ 10,400 | ||||||||||
Interest rate | 6.50% | 6.50% | |||||||||
Financing costs | 13,400 | ||||||||||
Interest expense | 100,000 | ||||||||||
Unamortized debt issuance costs / financing costs | $ 10,865 | $ 10,865 | |||||||||
2021 Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding principal balance | $ 275,000 | 275,000 | 275,000 | ||||||||
Maturity date | Sep. 17, 2026 | ||||||||||
Balloon payment | $ 220,000 | $ 220,000 | |||||||||
Interest rate | 2.37% | 2.37% | |||||||||
Financing costs | $ 2,800 | ||||||||||
Unamortized debt issuance costs / financing costs | $ 2,737 | $ 2,737 | |||||||||
Paid in Kind Interest on 2019 Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding principal balance | $ 10,400 | 10,412 | 10,412 | ||||||||
2019 Delayed Draw Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding principal balance | $ 17,900 | 17,955 | 17,955 | ||||||||
Maturity date | Jul. 16, 2026 | ||||||||||
Original issue discount | $ 1,300 | ||||||||||
Line of credit | $ 18,000 | 18,000 | 100,000 | ||||||||
Proceeds from revolving credit facility | $ 18,000 | ||||||||||
Percentage of installment amount | 0.25% | ||||||||||
Percentage of amount paid to bank | 1.00% | ||||||||||
Interest rate | 6.50% | 6.50% | |||||||||
Financing costs | 200 | ||||||||||
2021 Revolving Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Sep. 17, 2026 | ||||||||||
Line of credit | $ 75,000 | $ 0 | $ 0 | ||||||||
Interest rate | 2.37% | 2.37% | |||||||||
Financing costs | $ 800 | ||||||||||
2021 Revolving Line of Credit [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Unused commitment fee percentage | 0.25% | ||||||||||
2021 Revolving Line of Credit [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Unused commitment fee percentage | 0.30% | ||||||||||
2019 Revolving Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Jul. 16, 2024 | ||||||||||
Line of credit | $ 0 | $ 0 | $ 25,000 | ||||||||
Line of credit, expiration period | Sep. 17, 2021 | ||||||||||
Proceeds from revolving credit facility | $ 0 | 25,000 | |||||||||
Repayments of Lines of Credit | 25,000 | ||||||||||
Financing costs | $ 700 | ||||||||||
Unamortized debt issuance costs / financing costs | $ 500 | $ 500 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Business combination, Contingent consideration, Liability | $ 6.9 | $ 5.2 | |
Earnout liability current | 6.9 | 1.5 | |
Business combination contingent consideration liability other | 0 | $ 3.7 | |
Earn out payments | $ 1.5 | ||
Maximum [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Potential earn out payments | 10 | ||
Minimum [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Potential earn out payments | $ 0 |
Fair Value - Summary of Valuati
Fair Value - Summary of Valuation Techniques and Significant Unobservable Inputs Used in Recurring Level 3 Fair Value Measurements (Details) - Fair Value, Nonrecurring - Fair Value, Inputs, Level 3 - Earn Out Liabilities - Income Approach (Real Option Method) - Discount rate - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair Value | $ 6,905 | $ 6,905 |
Discount Rate | 2.38% | 2.38% |
Fair Value - Schedule of Reconc
Fair Value - Schedule of Reconciliation of Earnout Liabilities Measured at Fair Value on a Recurring Basis Unobservable Inputs (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance at beginning of period | $ 5,236 | $ 0 |
Additions | 0 | 2,600 |
Net change in fair value and other adjustments | 3,169 | 2,636 |
Payments | (1,500) | 0 |
Balance at end of period | $ 6,905 | $ 5,236 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
Payroll and payroll-related | $ 7,246 | $ 7,792 |
Accrued interest | 233 | 5,365 |
Contingent consideration, current | 6,905 | 1,500 |
Sales taxes | 1,146 | 649 |
Deferred rent | 112 | 583 |
Other | 3,654 | 1,432 |
Accrued expenses and other current liabilities | $ 19,296 | $ 17,321 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Total rent expense | $ 0.7 | $ 0.5 | $ 2.1 | $ 1.4 |
Stockholders' Equity and Memb_3
Stockholders' Equity and Members' Equity - Summary of Class of Stock (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class A Units | ||
Class Of Stock [Line Items] | ||
Authorized, issued and outstanding Class A units | 130,245,990 | |
Issued Class B units | 363,516 | |
Class B Units | ||
Class Of Stock [Line Items] | ||
Authorized Class B units | 8,088,877 | |
Issued Class B units | 3,720,063 | |
Outstanding Class B units (Vested Class B units) | 474,920 |
Stockholders' Equity and Memb_4
Stockholders' Equity and Members' Equity - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | |
Class Of Stock [Line Items] | ||
Capital units, value | $ 5,800 | $ 5,800 |
Members' contributions | 5,500 | |
Equity-based compensation | $ 2,595 | $ 300 |
Preferred stock, shares issued | shares | 0 | 0 |
Class A Units | ||
Class Of Stock [Line Items] | ||
Class A units issued | shares | 363,516 | 363,516 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 17, 2021 | Jul. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 15, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Members' contributions | $ 5,500 | ||||||
Stock-based compensation expense | $ 2,317 | $ 458 | 4,338 | $ 1,330 | |||
Equity-based compensation | 2,595 | 300 | |||||
Time Based Unit | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized expense related to unit-based compensation | 18,400 | $ 18,400 | |||||
Weighted-average period over which cost not yet recognized is expected to be recognized | 2 years 9 months 18 days | ||||||
General And Administrative Expense | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 1,756 | $ 217 | $ 3,351 | $ 637 | |||
Class B Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation vested number of shares | 912,651 | ||||||
Share based compensation vested number of shares participation threshold after modification | 578,217 | ||||||
2019 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation cost | $ 9,000 | ||||||
Share based compensation number of shares available for grant | 0 | ||||||
2019 Equity Incentive Plan | Performance-Based | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 200 | ||||||
2019 Equity Incentive Plan | Class B Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares reserved for issuance | 8,088,877 | ||||||
2021 Equity Incentive Plan | Restricted Stock Unit | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 400 | ||||||
2021 Equity Incentive Plan | Performance-Based | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 0 | ||||||
Unrecognized expense related to unit-based compensation | 39,100 | $ 39,100 | |||||
Weighted-average period over which cost not yet recognized is expected to be recognized | 4 years | ||||||
2021 Equity Incentive Plan | Time Based Unit | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized expense related to unit-based compensation | $ 39,100 | $ 39,100 | |||||
Weighted-average period over which cost not yet recognized is expected to be recognized | 4 years | ||||||
2021 Equity Incentive Plan | Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,464,681 | 1,464,681 | |||||
2021 Equity Incentive Plan | Class A Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,989,039 | 8,989,039 | |||||
IPO | 2019 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Issue price per share | $ 27 | ||||||
Executive Officer | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation plan modification incremental compensation cost | $ 1,900 | ||||||
Executive Officer | Class B Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation number of shares forfeitured in period | 72,149 | ||||||
Executive Officer | Class B Units | Performance-Based | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation accelerated vesting number of shares | 48,099 | ||||||
Executive Officer | 2019 Equity Incentive Plan | Class B Units | Time Based Unit | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation accelerated vesting number of shares | 24,049 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Activity Relating to Time Based and Performance Based Stock Options (Details) - $ / shares | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 15, 2021 | |
Time-Based RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Non-vested at December 31, 2020 | 0 | 0 | |
Granted | 1,300,328 | ||
Vested | 0 | ||
Forfeited | (2,656) | ||
Non-vested at September 30, 2021 | 1,297,672 | 1,297,672 | |
Non vested weighted average grant date fair value | $ 0 | $ 0 | |
Non vested weighted average grant date fair value, Granted | 27 | ||
Non vested weighted average grant date fair value, vested | 0 | ||
Non vested weighted average grant date fair value, forfeited | 27 | ||
Non vested weighted average grant date fair value | $ 27 | $ 27 | |
Performance-Based RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Non-vested at December 31, 2020 | 0 | 0 | |
Granted | 164,353 | ||
Vested | 0 | ||
Forfeited | 0 | ||
Non-vested at September 30, 2021 | 164,353 | 164,353 | |
Non vested weighted average grant date fair value | $ 0 | $ 0 | |
Non vested weighted average grant date fair value, Granted | 27 | ||
Non vested weighted average grant date fair value, vested | 0 | ||
Non vested weighted average grant date fair value, forfeited | 0 | ||
Non vested weighted average grant date fair value | $ 27 | $ 27 | |
Time Based Unit | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Non-vested at December 31, 2020 | 2,430,542 | 1,404,720 | 1,404,720 |
Effect of Reorganization Transactions and IPO | (1,165,679) | ||
Performance-based units exchanged for time-based units | 1,681,199 | ||
Granted | 1,477,323 | ||
Vested | (74,049) | (437,731) | |
Forfeited | (72,149) | (13,770) | |
Non-vested at September 30, 2021 | 2,799,864 | 2,799,864 | 2,430,542 |
Non vested weighted average grant date fair value | $ 2.29 | $ 3.65 | $ 3.65 |
Non vested weighted average effect of reorganization transactions and IPO fair value | 2.08 | ||
Weighted average grant date fair value performance-based units exchanged for time-based units | 1.74 | ||
Non vested weighted average grant date fair value, Granted | 1.41 | ||
Non vested weighted average grant date fair value, vested | 2.75 | 3.64 | |
Non vested weighted average grant date fair value, forfeited | 2.78 | 3.65 | |
Non vested weighted average grant date fair value | $ 2.02 | $ 2.02 | $ 2.29 |
Performance-Based | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Non-vested at December 31, 2020 | 2,999,370 | 1,840,423 | 1,840,423 |
Effect of Reorganization Transactions and IPO | (1,318,171) | ||
Performance-based units exchanged for time-based units | (1,681,199) | ||
Granted | 1,177,308 | ||
Vested | |||
Forfeited | (18,361) | ||
Non-vested at September 30, 2021 | 2,999,370 | ||
Non vested weighted average grant date fair value | $ 1.59 | $ 2.35 | $ 2.35 |
Non vested weighted average effect of reorganization transactions and IPO fair value | 1.39 | ||
Weighted average grant date fair value performance-based units exchanged for time-based units | 1.74 | ||
Non vested weighted average grant date fair value, Granted | 0.41 | ||
Non vested weighted average grant date fair value, vested | 0 | 0 | |
Non vested weighted average grant date fair value, forfeited | 0 | 2.35 | |
Non vested weighted average grant date fair value | $ 0 | $ 0 | $ 1.59 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule Of assumptions used to estimate the fair value of units between service-based and performance-based shares (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected option term | 5 years 6 months | |
Risk-free rate of return | 1.73% | |
Applied volatility | 30.00% | 35.00% |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected option term | 3 months 18 days | |
Risk-free rate of return | 0.01% | |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected option term | 8 months 12 days | |
Risk-free rate of return | 0.06% |
Equity-Based Compensation Expen
Equity-Based Compensation Expense - Summary of Equity Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 2,317 | $ 458 | $ 4,338 | $ 1,330 |
Cost of revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 48 | 16 | 79 | 46 |
Sales and marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 326 | 132 | 567 | 380 |
Product development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 187 | 93 | 341 | 267 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 1,756 | $ 217 | $ 3,351 | $ 637 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||||
Employer matching contributions, amount | $ 0.6 | $ 0.4 | $ 1.7 | $ 1.1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | ||
Effective tax rate | (0.30%) | 0.00% | (0.30%) | 0.00% | |
Deferred tax liability | $ 71,300,000 | $ 71,300,000 | |||
Tax receivable agreement liability | $ 146,100,000 | ||||
Tax receivable agreement realized tax benefits payable to related parties percent | 85.00% | ||||
Tax Receivable Agreement Benefit percentage | 15.00% | ||||
Tax Receivable Agreement Realized Tax Benefits Payable To Related Parties | $ 0 |
Loss Per Share - Calculation of
Loss Per Share - Calculation of Net Loss Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Net loss | $ (20,966) | $ (9,962) | $ (46,493) | $ (35,295) | |
Less: Net loss attributable to Definitive OpCo prior to the Reorganization Transactions | (7,816) | $ (9,962) | (33,343) | $ (35,295) | |
Less: Net loss attributable to noncontrolling interests | (5,172) | (5,172) | |||
Net loss attributable to Definitive Healthcare Corp. | (7,978) | (7,978) | |||
Basic net loss per share attributable to common stockholders [Abstract] | |||||
Allocation of net loss attributable to Definitive Healthcare Corp. | $ (7,978) | $ (7,978) | |||
Net loss per share, basic and diluted | $ (0.09) | $ (0.09) | |||
Weighted average number of shares of Class A outstanding | [1] | 88,263,333 | 88,263,333 | ||
Common Class A [Member] | |||||
Net loss | $ (20,966) | $ (46,493) | |||
Less: Net loss attributable to Definitive OpCo prior to the Reorganization Transactions | (7,816) | (33,343) | |||
Less: Net loss attributable to noncontrolling interests | (5,172) | (5,172) | |||
Net loss attributable to Definitive Healthcare Corp. | (7,978) | (7,978) | |||
Basic net loss per share attributable to common stockholders [Abstract] | |||||
Allocation of net loss attributable to Definitive Healthcare Corp. | $ (7,978) | $ (7,978) | |||
Net loss per share, basic and diluted | $ (0.09) | $ (0.09) | |||
Weighted average number of shares of Class A outstanding | 88,263,333 | 88,263,333 | |||
[1] | Basic and diluted net loss per share of Class A Common Stock is applicable only for the period from September 15, 2021 through September 30, 2021, which is the period following the initial public offering ("IPO") and related Reorganization Transactions (as defined in Note 1 to the Unaudited Consolidated Financial Statements). See Note 16 for the number of shares used in the computation of net loss per share of Class A Common Stock and the basis for the computation of net loss per share. |
Loss Per Share - Dilutive Secur
Loss Per Share - Dilutive Securities Excluded from Computation of Diluted Net loss Per Share (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Definitive OpCo Units | 57,192,893 |
Segment and Geographic Data - S
Segment and Geographic Data - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 43,084 | $ 30,073 | $ 119,841 | $ 84,659 |
United States [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | 40,863 | 30,073 | 114,339 | 84,659 |
Rest of World [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 2,221 | $ 0 | $ 5,502 | $ 0 |
Segment and Geographic Data -_2
Segment and Geographic Data - Schedule of Long-Lived Assets by Geographic Areas) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 4,697 | $ 3,248 |
United States [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | 4,311 | 3,120 |
Rest of World [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 386 | $ 128 |
Related parties - Additional In
Related parties - Additional Information (Details) - USD ($) $ in Millions | Sep. 17, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 0.7 | $ 0.6 | |||
Receivable, related parties | 0.1 | $ 0.7 | |||
Related party transaction, expenses from transactions with related party | 0.2 | $ 0 | |||
Payable, related parties, current | $ 0 | $ 0 | |||
Sale of Stock, Description of Transaction | Richard Booth and Samuel A. Hamood participated in the Directed Share Program and purchased 7,407 and 37,037 shares of Class A Common Stock, respectively. | ||||
Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, shares, new issues | 17,888,888 | ||||
Common Class A [Member] | Richard Booth [Member] | Directed Share Program [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share purchased | 7,407,000 | ||||
Common Class A [Member] | Samuel A. Hamood [Member] | Directed Share Program [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share purchased | 37,037,000 | ||||
Definitive OpCo [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 0.9 | ||||
Definitive Healthcare Corp. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common Stock Capital Shares Underwriters Reserved For Sale At IPO | 5.00% | ||||
Class A Units | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, shares, new issues | 363,516 | ||||
Stock issued during period, value, new issues | $ 5.8 |
Noncontrolling Interest - Addit
Noncontrolling Interest - Additional Information (Details) - Definitive OpCo [Member] | Sep. 30, 2021shares |
Noncontrolling Interest [Line Items] | |
Number of shares held | 88,263,333 |
Ownership interest (as a percent) | 60.70% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] - USD ($) $ in Millions | Oct. 08, 2021 | Oct. 07, 2021 |
Common Class A [Member] | Restricted Stock Units (RSUs) [Member] | ||
Subsequent Event [Line Items] | ||
Share based compensation number of shares available for grant | 216,450 | 433,550 |
Shares vesting percentage | 33.00% | 25.00% |
Quarterly vesting rights percentage | 8.33% | 6.25% |
President [Member] | ||
Subsequent Event [Line Items] | ||
Annual base salary | $ 0.4 | |
Percentage of annual bonus | 68.00% |