Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Definitive Healthcare Corp. | ||
Entity Voluntary Filers | No | ||
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 Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | false | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State 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 | ||
Security12b Title | Class A Common Stock, $0.001 par value | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 97,386,475 | ||
Entity Public Float | $ 866.4 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement for the 2022 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2021, are incorporated by reference in Part III of this Form 10-K. Auditor Firm Id: PCAOB No. 34 Auditor Name: Deloitte & Touche LLP Auditor Location: Boston, MA | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Boston, MA | ||
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 387,498 | $ 24,774 |
Accounts receivable, net | 43,336 | 33,108 |
Prepaid expenses and other current assets | 6,518 | 3,016 |
Deferred contract costs | 6,880 | 2,947 |
Total current assets | 444,232 | 63,845 |
Property and equipment, net | 5,069 | 3,248 |
Other assets | 8,273 | 472 |
Deferred contract costs, net of current portion | 11,667 | 5,952 |
Deferred tax asset | 158 | 161 |
Equity investment | 32,675 | 0 |
Intangible assets, net | 352,470 | 410,237 |
Goodwill | 1,261,444 | 1,261,444 |
Total assets | 2,115,988 | 1,745,359 |
Current liabilities: | ||
Accounts payable | 4,651 | 5,662 |
Accrued expenses and other current liabilities | 22,658 | 17,321 |
Current portion of deferred revenue | 83,611 | 61,060 |
Current portion of term loan | 6,875 | 4,680 |
Total current liabilities | 117,795 | 88,723 |
Long term liabilities: | ||
Deferred revenue | 412 | 140 |
Term Loan, net of current portion | 263,808 | 457,197 |
Tax receivable agreements liability | 153,529 | |
Deferred tax liabilities | 75,888 | 0 |
Other long-term liabilities | 1,294 | 3,736 |
Total liabilities | 612,726 | 549,796 |
Commitments and Contingencies (Note 11) | ||
Equity: | ||
Members' equity | 0 | 1,195,694 |
Additional paid-in capital | 890,724 | |
Accumulated other comprehensive income (loss) | 62 | (131) |
Accumulated deficit | (17,677) | |
Noncontrolling interests | 630,056 | |
Total equity | 1,503,262 | 1,195,563 |
Total liabilities and equity | 2,115,988 | $ 1,745,359 |
Common Class A | ||
Equity: | ||
Common stock, value | 97 | |
Common Class B | ||
Equity: | ||
Common stock, value | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Common Class A | |
Common stock, par value | $ / shares | $ 0.001 |
Common stock, shares authorized | 600,000,000 |
Common stock, shares issued | 97,030,095 |
Common stock, shares outstanding | 97,030,095 |
Common Class B | |
Common stock, par value | $ / shares | $ 0 |
Common stock, shares authorized | 65,000,000 |
Common stock, shares issued | 58,244,627 |
Common stock, shares outstanding | 55,488,221 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (49,266) | $ 12,868 | $ (61,257) | $ (51,157) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | 0 | 0 | 193 | (131) |
Comprehensive (loss) income | (49,266) | 12,868 | (61,064) | (51,288) |
Less: Comprehensive (loss) income attributable to Definitive OpCo prior to the Reorganization Transactions | (49,266) | 12,868 | (33,201) | (51,288) |
Less: Comprehensive loss attributable to noncontrolling interests | 0 | 0 | (10,237) | 0 |
Comprehensive loss attributable to Definitive Healthcare Corp. | $ 0 | $ 0 | $ (17,626) | $ (131) |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||||
Revenue | $ 40,045 | $ 45,458 | $ 166,154 | $ 118,317 | |
Cost of revenue: | |||||
Cost of revenue exclusive of amortization shown below | 4,668 | 4,830 | 19,421 | 11,085 | |
Amortization | 8,614 | 498 | 21,268 | 19,383 | |
Gross profit | 26,763 | 40,130 | 125,465 | 87,849 | |
Operating expenses: | |||||
Sales and marketing | 10,814 | 16,039 | 56,387 | 34,332 | |
Product development | 3,484 | 3,961 | 18,565 | 11,062 | |
General and administrative | 6,365 | 3,979 | 30,528 | 12,927 | |
Depreciation and amortization | 22,459 | 1,967 | 38,679 | 40,197 | |
Transaction expenses | 14,703 | 1,151 | 6,287 | 3,776 | |
Total operating expenses | 57,825 | 27,097 | 150,446 | 102,294 | |
(Loss) Income from operations | (31,062) | 13,033 | (24,981) | (14,445) | |
Other expense, net: | |||||
Foreign currency transaction gain (loss) | 0 | 0 | 143 | (222) | |
Interest expense, net | (18,204) | (165) | (25,871) | (36,490) | |
Loss on extinguishment of debt | 0 | 0 | (9,873) | 0 | |
Total other expense, net | (18,204) | (165) | (35,601) | (36,712) | |
(Loss) Income before income taxes | (49,266) | 12,868 | (60,582) | (51,157) | |
Provision for income taxes | 0 | (49) | (675) | (62) | |
Net (loss) income | (49,266) | 12,868 | (61,257) | (51,157) | |
Less: Net (loss) income attributable to Definitive OpCo prior to the Reorganization Transactions | (49,266) | 12,868 | (33,343) | (51,157) | |
Less: Net loss attributable to noncontrolling interests | 0 | 0 | (10,237) | 0 | |
Net loss attributable to Definitive Healthcare Corp. | $ (49,266) | $ 0 | $ (17,677) | $ (51,157) | |
Net loss per share of Class A Common Stock: | |||||
Basic and diluted | $ (0.19) | ||||
Weighted average Common Stock outstanding: | |||||
Weighted average number of shares of Class A outstanding | [1] | 91,916,151 | |||
[1] | Basic and diluted net loss per share of Class A Common Stock is applicable only for the period from September 15, 2021 through December 31, 2021, which is the period following the IPO and related Reorganization Transactions. 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. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY AND TOTAL EQUITY - USD ($) | Total | IPO | Reorganization Transactions | Secondary offering | Definitive Healthcare Corp. [Member]IPO | Definitive Healthcare Corp. [Member]Secondary offering | Definitive OpCo [Member]IPO | Definitive OpCo [Member]Secondary offering | Previously Reported [Member] | Adoption | Class A Units | Class A UnitsIPO | Class A UnitsDefinitive Healthcare Corp. [Member]IPO | Class A UnitsDefinitive Healthcare Corp. [Member]Secondary offering | Class B Units | Class B UnitsDefinitive OpCo [Member]IPO | Class B UnitsDefinitive OpCo [Member]Secondary offering | Legacy Class A Units | Legacy Class B Units | Members' Equity | Members' EquityPreviously Reported [Member] | Additional Paid-In Capital | Additional Paid-In CapitalIPO | Additional Paid-In CapitalReorganization Transactions | Additional Paid-In CapitalSecondary offering | Additional Paid-In CapitalDefinitive Healthcare Corp. [Member]IPO | Additional Paid-In CapitalDefinitive Healthcare Corp. [Member]Secondary offering | Additional Paid-In CapitalDefinitive OpCo [Member]IPO | Additional Paid-In CapitalDefinitive OpCo [Member]Secondary offering | Additional Paid-In CapitalAdoption | Accumulated Deficit | Accumulated DeficitReorganization Transactions | Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) IncomeIPO | Accumulated Other Comprehensive (Loss) IncomePreviously Reported [Member] | Noncontrolling Interests | Noncontrolling InterestsReorganization Transactions | Noncontrolling InterestsSecondary offering |
Beginning Balance at Dec. 31, 2018 | $ 73,827,000 | $ 5,415,000 | $ 77,500,000 | $ (42,598,000) | $ 5,415,000 | $ 38,925,000 | ||||||||||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 7,750,000 | 88,716 | ||||||||||||||||||||||||||||||||||||
Less: Comprehensive (loss) income attributable to Definitive OpCo prior to the Reorganization Transactions | 12,868,000 | |||||||||||||||||||||||||||||||||||||
Net Income Loss | 0 | 12,868,000 | ||||||||||||||||||||||||||||||||||||
Comprehensive loss | 0 | |||||||||||||||||||||||||||||||||||||
Distributions to members | (468,000) | (468,000) | ||||||||||||||||||||||||||||||||||||
Equity-based compensation | 5,807,000 | 5,807,000 | ||||||||||||||||||||||||||||||||||||
contributions | 1,267,257,000 | $ 1,267,257,000 | ||||||||||||||||||||||||||||||||||||
Conrtibutions , shares | 126,725,743 | |||||||||||||||||||||||||||||||||||||
vesting of share units, shares | 180,137 | |||||||||||||||||||||||||||||||||||||
Ending Balance at Jul. 15, 2019 | 97,449,000 | $ 77,500,000 | (31,844,000) | 51,793,000 | ||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Jul. 15, 2019 | 7,750,000 | 268,853 | ||||||||||||||||||||||||||||||||||||
Recapitalization | 97,449,000 | $ 77,500,000 | $ 268,853,000 | 31,844,000 | (51,793,000) | |||||||||||||||||||||||||||||||||
Recapitalization , Shares | (7,750,000) | |||||||||||||||||||||||||||||||||||||
Ending Balance at Jul. 16, 2019 | 1,267,257,000 | $ 1,267,257,000 | ||||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Jul. 16, 2019 | 126,725,743 | |||||||||||||||||||||||||||||||||||||
Beginning Balance at Jul. 15, 2019 | 97,449,000 | $ 77,500,000 | $ (31,844,000) | 51,793,000 | ||||||||||||||||||||||||||||||||||
Beginning Balance (in shares) at Jul. 15, 2019 | 7,750,000 | 268,853 | ||||||||||||||||||||||||||||||||||||
Less: Comprehensive (loss) income attributable to Definitive OpCo prior to the Reorganization Transactions | (49,266,000) | |||||||||||||||||||||||||||||||||||||
Net Income Loss | (49,266,000) | (49,266,000) | ||||||||||||||||||||||||||||||||||||
Comprehensive loss | 0 | |||||||||||||||||||||||||||||||||||||
Distributions to members | (6,492,000) | 6,492,000 | ||||||||||||||||||||||||||||||||||||
Equity-based compensation | 744,000 | $ 744,000 | ||||||||||||||||||||||||||||||||||||
contributions | 3,997,000 | $ 3,997,000 | ||||||||||||||||||||||||||||||||||||
Conrtibutions , shares | 399,692 | |||||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | 1,216,240,000 | $ 1,271,254,000 | 744,000 | (55,758,000) | ||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 127,125,435 | |||||||||||||||||||||||||||||||||||||
Less: Comprehensive (loss) income attributable to Definitive OpCo prior to the Reorganization Transactions | (51,288,000) | |||||||||||||||||||||||||||||||||||||
Net Income Loss | (51,157,000) | (51,157,000) | ||||||||||||||||||||||||||||||||||||
Comprehensive loss | (131,000) | $ (131,000) | ||||||||||||||||||||||||||||||||||||
Distributions to members | (2,940,000) | 2,940,000 | ||||||||||||||||||||||||||||||||||||
Equity-based compensation | 1,747,000 | $ 1,747,000 | ||||||||||||||||||||||||||||||||||||
Equity based compensation , shares | 474,920 | |||||||||||||||||||||||||||||||||||||
contributions | 31,804,000 | $ 31,804,000 | ||||||||||||||||||||||||||||||||||||
Conrtibutions , shares | 3,120,555 | |||||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2020 | 1,195,563,000 | $ 1,195,563,000 | $ 1,303,058,000 | $ 2,491,000 | $ 1,195,694,000 | (109,855,000) | (131,000) | $ (131,000) | ||||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 130,245,990 | 474,920 | ||||||||||||||||||||||||||||||||||||
Less: Comprehensive (loss) income attributable to Definitive OpCo prior to the Reorganization Transactions | (33,201,000) | (33,343,000) | (33,343,000) | |||||||||||||||||||||||||||||||||||
Initial effect of the Reorganization Transactions and IPO on noncontrolling interests | (217,447,000) | $ 73,000 | $ (1,162,455,000) | 351,074,000 | $ 593,861,000 | |||||||||||||||||||||||||||||||||
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 | 380,526,000 | $ 441,418,000 | $ 11,000 | $ 18,000 | 380,515,000 | $ 441,400,000 | ||||||||||||||||||||||||||||||||
Issuance of Class A common stock in IPO net of costs, Share | 11,000,000 | 17,888,888 | ||||||||||||||||||||||||||||||||||||
Repurchase of share | $ (63,212,000) | $ (77,584,000) | $ (29,600,000) | $ (61,376,000) | $ (3,000) | $ (2,000) | $ (63,209,000) | $ (77,582,000) | $ (29,600,000) | $ (61,376,000) | ||||||||||||||||||||||||||||
Repurchase of share, Shares | (2,497,288) | (2,233,238) | (1,169,378) | (1,766,762) | ||||||||||||||||||||||||||||||||||
Net Income Loss | (17,677,000) | $ (27,914,000) | $ (17,677,000) | $ (10,237,000) | ||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | $ 51,000 | 142,000 | $ 51,000 | $ 142,000 | ||||||||||||||||||||||||||||||||||
Comprehensive loss | (17,626,000) | |||||||||||||||||||||||||||||||||||||
Distributions to members | (989,000) | (7,139,000) | (7,139,000) | (989,000) | ||||||||||||||||||||||||||||||||||
Equity-based compensation | 300,000 | $ 8,214,000 | 1,743,000 | 1,743,000 | $ 5,063,000 | $ 3,151,000 | ||||||||||||||||||||||||||||||||
contributions | 5,500,000 | $ 5,500,000 | 5,500,000 | |||||||||||||||||||||||||||||||||||
Effect of follow-on offering on tax receivable agreements liability | $ 11,291,000 | $ 11,291,000 | ||||||||||||||||||||||||||||||||||||
Effect of secondary offering and repurchase on noncontrolling interests | $ (43,576,000) | $ 43,576,000 | ||||||||||||||||||||||||||||||||||||
Forfeited unvested incentive units | 81,285 | |||||||||||||||||||||||||||||||||||||
Allocation of vested incentive units to noncontrolling interests | (694,000) | 694,000 | ||||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2021 | $ 1,503,262,000 | $ 97,000 | $ 0 | $ 890,724,000 | $ (17,677,000) | $ 62,000 | $ 630,056,000 | |||||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 97,030,095 | 58,244,627 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY AND TOTAL EQUITY (Parenthetical) - Class A Units $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Stock issuance cost, net | $ 1,614 |
IPO | |
Stock issuance cost, net | $ 11,394 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net (loss) income | $ (49,266) | $ 12,868 | $ (61,257) | $ (51,157) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation and amortization | 456 | 423 | 1,751 | 1,152 |
Amortization of intangible assets | 30,617 | 2,042 | 58,196 | 58,429 |
Amortization of deferred contract costs | 189 | 824 | 4,793 | 1,671 |
Equity-based compensation | 744 | 5,807 | 9,957 | 1,747 |
Noncash paid in-kind interest expense | 3,041 | 0 | 0 | 7,371 |
Amortization of debt issuance costs | 1,082 | 0 | 1,698 | 2,061 |
Loss in extinguishment of debt | 0 | 0 | 9,843 | 0 |
Changes in fair value of contingent consideration | 0 | 0 | 3,764 | 2,636 |
Provision for doubtful accounts receivable | 333 | 0 | 632 | 895 |
Deferred income taxes | 0 | 0 | 682 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (12,494) | 3,872 | (10,726) | (8,294) |
Prepaid expenses and other current assets | 39 | (203) | (3,729) | (709) |
Deferred contract costs | (3,075) | (2,239) | (14,441) | (7,685) |
Accounts payable, accrued expenses and other current liabilities | 7,396 | 557 | 1,088 | 2,996 |
Deferred revenue | 13,805 | 4,776 | 22,961 | 12,104 |
Net cash provided by (used in) operating activities | (7,133) | 28,727 | 25,212 | 23,217 |
Cash flows from investing activities: | ||||
Purchases of property and equipment and other assets | (1,171) | (729) | (6,731) | (1,395) |
Cash paid for acquisitions and investments, net of cash acquired | (1,108,197) | (29,831) | (40,000) | (22,467) |
Net cash used in investing activities | (1,109,368) | (30,560) | (46,731) | (23,862) |
Cash flows from financing activities: | ||||
Proceeds from Term Loan | 450,000 | 0 | 275,000 | 0 |
Proceeds from delayed draw term loan | 0 | 0 | 0 | 18,000 |
Proceeds from revolving credit facility | 0 | 0 | 0 | 25,000 |
Repayments on term loans and delayed draw term loan | (1,125) | 0 | (474,460) | (4,545) |
Repayments on revolving line of credit | 0 | 0 | 0 | (25,000) |
Payment of contingent consideration | 0 | 0 | (1,500) | 0 |
Payment of debt issuance costs | (14,255) | 0 | (3,511) | (225) |
Proceeds from equity offering, net of underwriting discounts | 0 | 0 | 834,952 | 0 |
Repurchase of outstanding equity / Definitive OpCo units | 0 | 0 | (231,772) | 0 |
Payments of equity offering issuance costs | 0 | 0 | (11,709) | 0 |
Members contributions | 696,991 | 0 | 5,500 | 6,365 |
Members distributions | (6,492) | (468) | (8,128) | (2,940) |
Net cash provided by (used in) financing activities | 1,125,119 | (468) | 384,372 | 16,655 |
Net increase (decrease) in cash and cash equivalents | 8,618 | (2,301) | 362,853 | 16,010 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | (129) | 146 |
Cash and cash equivalents, beginning of period | 17,058 | 19,359 | 24,774 | 8,618 |
Cash and cash equivalents, end of period | 8,618 | 17,058 | 387,498 | 24,774 |
Supplemental cash flow disclosures: | ||||
Interest | 9,939 | 277 | 29,569 | 25,958 |
Income taxes | 0 | 60 | 13 | 0 |
Acquisitions | ||||
Net assets acquired, net of cash acquired | 1,689,395 | 29,831 | 0 | 43,571 |
Capital contribution | (574,263) | 0 | 0 | (25,439) |
Contingent consideration | 0 | 0 | 0 | (2,600) |
Consideration paid to former members included in accrued expenses | (6,935) | 0 | 0 | 6,935 |
Net cash paid for acquisitions | 1,108,197 | 29,831 | 0 | 22,467 |
Supplemental disclosures of non-cash investing activities: | ||||
Capital expenditures included in accounts payable and accrued expenses | 0 | 0 | 654 | 3,389 |
Supplemental disclosures of non-cash financing activities: | ||||
Public offering costs included in accounts payable and accrued expenses | $ 0 | $ 0 | $ 1,299 | $ 0 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 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, 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, to Definitive OpCo and its consolidated subsidiaries, and (2) after consummation of the Reorganization Transactions, to Definitive Healthcare Corp. and its consolidated subsidiaries. Organization Definitive Healthcare LLC, a subsidiary of Definitive Healthcare Holdings, LLC ("Definitive Holdco"), was founded in 2011 for the purpose of providing healthcare commercial intelligence that enables all companies that compete within or sell into the healthcare ecosystem to be more successful. AIDH TopCo, LLC ("Definitive OpCo") is a Delaware limited liability company that was formed by investment funds affiliated with Advent International for the purposes of acquiring Definitive HoldCo. On July 16, 2019, Definitive OpCo acquired a majority of the issued and outstanding units of Definitive HoldCo for $ 1.7 billion. Refer to Note 3. Acquisitions and Investments for more details. References to "Successor" or "Successor Company" refer to the financial position and results of operations of Definitive OpCo after the Advent Acquisition. References to "Predecessor" or "Predecessor Company" refer to the financial position and results of operations of the legacy Definitive HoldCo. On May 5, 2021 , Definitive Healthcare Corp. was formed as a Delaware corporation for the purposes of facilitating an IPO and other related transactions in order to carry on the business of Definitive OpCo. Following consummation of the Reorganization Transactions, Definitive OpCo became an indirect subsidiary of Definitive Healthcare Corp. The Company is headquartered in Framingham, Massachusetts. Initial Public Offering On September 17, 2021, Definitive Healthcare completed its initial public offering ("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 Corp. used net proceeds from the IPO to (i) acquire 14,222,222 newly issued LLC Units from Definitive OpCo; (ii) purchase 1,169,378 LLC Units from certain unitholders; and (iii) repurchase 2,497,288 shares of Class A Common Stock received by the former shareholders of certain Blocker Companies (as defined below). Definitive OpCo used proceeds from the IPO to pay fees and expenses of approximately $ 11.4 million incurred in connection with the IPO and the Reorganization Transactions and to repay $ 199.6 million, inclusive of accrued interest expense, of the outstanding borrowings under our 2019 Credit Agreement, with the remaining proceeds intended to be used for general corporate purposes. 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. Until exchanged, each LLC Unit is represented by one share of Definitive Healthcare Corp. Class B Common Stock. The total shares of Class B Common Stock outstanding is equal to the number of vested LLC Units outstanding. Entities treated as corporations for U.S. tax purposes that held LLC Units (individually, a “Blocker Company” and collectively, the "Blocker Companies") each merged with a merger subsidiary and subsequently merged into Definitive Healthcare Corp. and are now holders of Class A Common Stock. Following the Reorganization Transactions, Definitive Healthcare Corp. became a holding company, with its sole material asset being a controlling equity interest in Definitive OpCo. 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 unexchanged LLC Unit holders on its consolidated financial statements. In connection with the Reorganization Transactions and the IPO, Definitive Healthcare Corp entered into a tax receivable agreement. See Note 15. Income Taxes . Follow-On Offering On November 22, 2021, Definitive Healthcare Corp. completed a follow-on offering, in which it sold 11,000,000 shares of Class A Common Stock at a public offering price of $ 36.00 per share for net proceeds of $ 382.1 million, after deducting underwriters’ discounts and commissions (but excluding other offering expenses and reimbursements). Definitive Healthcare Corp. used net proceeds from the follow-on offering to (i) acquire 7,000,000 newly issued LLC Units from Definitive OpCo; (ii) purchase 1,766,762 LLC Units from certain unitholders; and (iii) repurchase 2,233,238 shares of Class A Common Stock received by the former shareholders of certain Blocker Companies. Definitive OpCo used net proceeds from the follow-on offering to pay fees and expenses of approximately $ 1.6 million incurred in connection with the follow-on offering, with the remaining proceeds intended to be used for general corporate purposes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). 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”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgements, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates relate, but are not limited to, revenue recognition, allowance for doubtful accounts, contingencies, valuations and useful lives of intangible assets acquired in business combinations, equity-based compensation, and income taxes. Actual results could differ from those estimates. Revenue Recognition The Company derives revenue primarily from subscription license fees charged for access to the Company’s database platform, and professional services. The customer arrangements include a promise to allow customers to access a subscription license to the database platform which is hosted by the Company over the contract period, without allowing the customer to take possession of the subscription license or transfer hosting to a third party. The Company recognizes revenue in accordance with ASC 606– Revenue from Contracts with Customers , which provides a five-step model for recognizing revenue from contracts with customers. Revenue is recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Revenue related to hosted subscription license arrangements, which often include non-distinct professional services, is recognized ratably over the contract term as the customer simultaneously receives and consumes the benefits provided by the Company’s performance. These subscription contracts typically have a term of one to three years and are non-cancellable. The Company also enters into a limited number of contracts that can include various combinations of professional services, which are generally capable of being distinct and can be accounted for as separate performance obligations. Revenue related to these professional services is insignificant and is recognized at a point in time, when the performance obligations under the terms of the contract are satisfied and control has been transferred to the customer. When a contract contains multiple performance obligations, the contract transaction price is allocated on a relative standalone selling price (“SSP”) basis to each performance obligation. The Company typically determines SSP based on observable selling prices of its products and services. In instances where SSP is not directly observable, SSP is determined using information that may include market conditions and other observable inputs, or by using the residual approach. The Company accounts for an arrangement when it has approval and commitment from both parties, the rights are identified, the contract has commercial substance, and collectability of consideration is probable. The Company generally obtains written purchase contracts from its customers for a specified service at a specified price, with a specified term, which constitutes an arrangement. Revenue is recognized at the amount expected to be collected, net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The timing of revenue recognition may not align with the right to invoice the customer, but the Company has determined that in such cases, a significant financing component generally does not exist. The Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically 30 days. The Company does not offer rights of return for its products and services in the normal course of business, and contracts generally do not include customer acceptance clauses. The Company arrangements typically do not contain variable consideration. However, certain contracts with customers may include service level agreements that entitle the customer to receive service credits, and in certain cases, service refunds, when defined service levels are not met. These arrangements represent a form of variable consideration, which is considered in the calculation of the transaction price. The Company estimates the amount of variable considerations at the expected value based on its assessment of legal enforceability, anticipated performance and a review of specific transactions, historical experience and market and economic conditions. The Company historically has not experienced any significant incidents that affected the defined levels of reliability and performance as required by the contracts. Fair Value Measurements The Company measures assets and liabilities at fair value based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level as follows: Level 1 - Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities Level 2 - Other inputs that are directly or indirectly observable in the marketplace Level 3 - Unobservable inputs that are supported by little or no market activity, including the Company’s own assumptions in determining fair value. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company holds cash at major financial institutions that often exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company manages its credit risk associated with cash concentrations by concentrating its cash deposits in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The carrying value of cash approximates fair value. Historically, the Company has not experienced any losses due to such cash concentrations. The Company does not have any off-balance-sheet credit exposure related to its customers. Concentrations of credit risk with respect to trade account receivables are limited due to the large number of customers comprising the Company’s customer base. No single customer accounted for more than 10 % of total net sales or accounts receivable in 2021, 2020, and 2019. Accounts Receivable, Net and Contract Assets Accounts receivable are stated at the amount management expects to collect from outstanding balances. Allowances for doubtful accounts are provided for those outstanding balances considered to be uncollectible based upon historical collection experience, changes in customer payment profiles, the aging of receivable balances, and management’s overall evaluation of the outstanding balances at year end. Balances that are still outstanding after management has made reasonable collection efforts are written off through a charge to the allowance for doubtful accounts. At December 31, 2021 and 2020, the allowance for doubtful accounts was $ 1.4 million and $ 0.9 million, respectively. Contract assets represent contractual rights to consideration in the future and are generated when contractual billing schedules differ from the timing of revenue recognition. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. If revenue is recognized in advance of the right to invoice, a contract asset (unbilled receivable) is recorded, which is included in accounts receivable, net in the consolidated balance sheets. Deferred Contract Costs Certain sales commissions earned by the Company’s employees are considered incremental and recoverable costs of obtaining a contract with a customer. These sales commissions for initial and renewal contracts are capitalized and are included in current portion of deferred contract costs and deferred contract costs, net of current portion. Capitalized amounts also include the associated payroll taxes and other fringe benefits associated with the payments to the Company’s employees. Costs capitalized related to new revenue contracts are amortized on a straight-line basis over four years, which reflects the average period of benefit, including expected contract renewals. When determining the period of benefit, the Company primarily considered its initial estimated customer life, the technological life of the subscription license, as well as an estimated customer relationship period. Costs capitalized related to renewal contracts are amortized on a straight-line basis over 2 years, which reflects the average renewal period. Renewal contracts with a term of one year or less are expensed. The capitalized amounts are recoverable through future revenue streams under all non-cancellable customer contracts. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations. There were no impairments of these costs in the years ended December 31, 2021 or 2020. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. The assets are depreciated on a straight-line basis over the estimated useful lives as follows: Furniture and equipment 5 years Computers and software 3 years Leasehold improvements Lesser of the asset life or lease term Upon retirement or sale, the cost of assets disposed and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized as gain or loss on disposal of assets in the consolidated statements of operations. Major replacements and improvements are capitalized, while general repairs and maintenance are charged to expense as incurred. Advertising and Promotional Expenses The Company expenses advertising costs as incurred in accordance with ASC 720— Other Expenses – Advertising Cost . Advertising expenses of $ 0.9 million and $ 0.6 million for the years ended December 31, 2021 and 2020, respectively, and $0.2 million and $0.2 million for the periods from July 16, 2019 through December 31, 2019 (Successor) and from January 1, 2019 through July 15, 2019 (Predecessor), respectively, are included in sales and marketing expenses on the consolidated statements of operations. Software Development Costs The Company accounts for its software development costs in accordance with the guidance set forth in ASC 350-40— Intangibles – Goodwill and Other – Internal Use Software. The Company capitalizes costs to develop software for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized costs of $ 0.6 million and $ 0.1 million for the years ended December 31, 2021 and 2020, respectively, are included in property and equipment, net. Software development costs are amortized over a period of 3 years once in service. No software development costs were capitalized during the periods from July 16, 2019 to December 31, 2019 (Successor) or from January 1, 2019 through July 15, 2019 (Predecessor). Acquisitions The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations . Each acquired company’s operating results are included in the Company’s consolidated financial statements starting on the date of acquisition. The Company allocates purchase consideration to the tangible and identifiable intangible assets acquired, and liabilities assumed based on their estimated fair values. The purchase price is determined based on the fair value of the assets transferred, liabilities assumed, and equity interests issued, after considering any transactions that are separate from the business combination. The excess of fair value of purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, acquired technology and acquired trade names, useful lives, royalty rates, and discount rates. The estimates are inherently uncertain and subject to revision as additional information is obtained during the measurement period for an acquisition, which may last up to one year from the acquisition date. During the measurement period, the Company may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with a corresponding offset to goodwill. After the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to earnings. In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items based upon the facts and circumstances that existed as of the acquisition date, with any revisions to the Company’s preliminary estimates being recorded to goodwill, provided that the timing is within the measurement period. Subsequent to the measurement period, changes to uncertain tax positions and tax related valuation allowances will be recorded to earnings. For any given acquisition, the Company may identify certain pre-acquisition contingencies. The Company estimates the fair value of such contingencies, which are included as part of the assets acquired or liabilities assumed, as appropriate. Differences from these estimates are recorded in the consolidated statement of operations in the period in which they are identified. Goodwill and Intangible Assets Goodwill is calculated as the excess of the purchase consideration paid in the acquisition of a business over the fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized and is tested for impairment at the reporting unit level, at least annually, and more frequently if events or circumstances occur that would indicate a potential decline in fair value. A reporting unit is an operating segment or a component of an operating segment. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount, or it may elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or if the Company elects to bypass the qualitative assessment, management will perform a quantitative test by determining the fair value of the reporting unit. The estimated fair value of the reporting unit is based on a projected discounted cash flow model that includes significant assumptions and estimates, including the discount rate, growth rate, and future financial performance. Valuations of similarly situated public companies are also evaluated when assessing the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then a goodwill impairment loss is recognized for the difference. The Company performs its annual impairment assessment in the first month of the fourth quarter of each calendar year. Definite-lived intangible assets are amortized over their estimated useful lives, which represent the period over which the Company expects to realize economic value from the acquired asset(s), using the economic consumption method if anticipated future revenues can be reasonably estimated. The straight-line method is used when future revenues cannot be reasonably estimated. The following provides a summary of the estimated useful lives by category of asset. Customer relationships 14 – 15 years Technology 7 – 8 years Tradenames / trademark 17 – 19 years Data 1 – 4 years Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment and other long-lived assets, including definite-lived intangible assets and property and equipment, for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. If estimated undiscounted future cash flows expected to result from its use and eventual disposition are not expected to be adequate to recover the asset’s carrying value, an impairment charge is recorded for the excess of the asset’s carrying value over its estimated fair value. Deferred Revenue Deferred revenue consists of customer payments and billings in advance of revenue being recognized from the subscription services. If revenue has not yet been recognized, a contract liability (deferred revenue) is recorded. Deferred revenue that is anticipated to be recognized within the next 12 months is recorded as current portion of deferred revenue and the remaining portion is included in long term liabilities as deferred revenue on the consolidated balance sheets. Debt Issuance Costs Costs incurred in connection with the issuance of long-term debt are deferred and amortized as interest expense over the terms of the related debt using the effective interest method for term debt and on a straight-line basis for revolving debt. To the extent that the debt is outstanding, these amounts are reflected in the consolidated balance sheets as direct deductions from the long-term portions of debt, except for the costs related to the Company’s revolving credit facilities, which are presented as a non-current asset on the consolidated balance sheets within other assets. Upon a refinancing or amendment, previously capitalized debt issuance costs are expensed and included in loss on extinguishment of debt, if the Company determines that there has been a substantial modification of the related debt. If the Company determines that there has not been a substantial modification of the related debt, any previously capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument. As of December 31, 2021 and 2020, the Company had $ 2.6 million and $ 10.9 million, respectively, of unamortized deferred financing costs related to its non-revolving credit facilities. Sales Tax The Company’s revenues may be subject to local sales taxes in certain states, if applicable. It is the Company’s policy to treat all such taxes on a “net” basis, which means the charges for sales taxes to the Company’s customers are not included in revenues and the remittance of such taxes is not presented as an expense. Income Taxes Definitive OpCo is taxed as a partnership. DH Holdings is a wholly owned subsidiary of Definitive OpCo and is treated as a disregarded entity for income tax purposes. Accordingly, for federal and state income tax purposes, income, losses, and other tax attributes not generated by the HSE or Monocl subsidiaries pass through to the Definitive OpCo members’ individual income tax returns. Definitive OpCo may be subject to certain taxes on behalf of its members in certain states. Definitive Healthcare Corp. was not subject to any federal income taxes for the years ended December 31, 2021, 2020, or 2019. HSE and the Monocl US subsidiaries are taxed as corporations. Accordingly, these entities account for income taxes by recognizing tax assets and liabilities for the cumulative effect of all the temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. The foreign tax provision pertains to foreign income taxes due at the Swedish Monocl subsidiaries. Deferred taxes for the HSE, Monocl US and Swedish subsidiaries are determined using enacted federal, state, or foreign income tax rates in effect in the year in which the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Definitive Healthcare Corp. is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of Definitive OpCo and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, we will also make payments under the Tax Receivable Agreement, which we expect to be significant. We anticipate that we will account for the income tax effects and corresponding Tax Receivable Agreement’s effects resulting from future taxable exchanges of LLC Units of Unitholders by us or Definitive OpCo by recognizing an increase in our deferred tax assets, based on enacted tax rates at the date of the purchase or exchange. Further, the Company accounts for amounts payable under the Tax Receivable Agreement in accordance with ASC 450— Contingencies . We will evaluate the likelihood that we will realize the benefit represented by the deferred tax asset and, to the extent that we estimate that it is more likely than not that we will not realize the benefit, we will reduce the carrying amount of the deferred tax asset with a valuation allowance. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the Tax Receivable Agreement will be estimated at the time of any purchase or exchange as a reduction to shareholders’ equity, and the effects of changes in any of our estimates after this date will be included in net income or loss. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income or loss. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will be realized and, when necessary, a valuation allowance is established. Under the provisions of ASC 740— Income Taxes , as it relates to accounting for uncertainties in tax positions, we recognize the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. For the tax years ended December 31, 2021, 2020 and 2019, we did not have any uncertain tax positions. Net Loss Per Share Net income or loss per share is computed in conformity with the two-class method required for participating securities. The two-class method of computing earnings per share is required for entities that have participating securities. The two-class method is an earnings allocation formula that determines earnings per share for participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which a net loss is recorded. Basic net income or loss per share is computed by dividing the net income or loss by the weighted-average number of common shares of the Company outstanding during the period. Diluted net income or loss per share is computed by giving effect to all potential shares, including exchangeable Definitive OpCo LLC Units and restricted stock units, to the extent dilutive. The Company uses the treasury stock method to calculate potentially dilutive shares, as if they were converted into Common Stock at the beginning of the period. Basic and diluted net income or loss per share was the same for the period presented as the inclusion of all potential shares outstanding would have been anti-dilutive. See Note 16. Net Loss Per Share for additional information on dilutive securities. Equity-based Compensation Equity instruments issued in exchange for services performed by officers, employees, consultants, and directors of the Company are accounted for using a fair-value based method, and the fair value of such equity instruments are recognized as expense in the consolidated statements of operations. The Company has issued restricted stock units ("RSUs"), the fair values of which are determined by the closing stock price on the date of grant, and prior to the IPO, issued profit interest units ("PIUs") to certain employees and officers with a return threshold that was set based on the fair value of the Company. For PIUs, fair value was determined 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 required the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. Equity-based compensation expense is measured at the grant date of the awards and is recognized on a straight-line basis over the requisite service periods, which is generally the vesting period of the respective award. For the units which had a performance condition, we recognized compensation expense based on the Company's assessment of the probability that the performance condition(s) would be achieved. Any related compensation expense was recognized when the probability of the event was likely and performance criteria were met. Forfeitures are recognized as they occur. The Company classifies equity-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified. 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 JOBS Act of 2012, 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 1, 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 allowed 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 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. Due to the adoption of this guidance, the Company expects to recognize an operating right-of-use assets and operating lease liabilities of $ 12.0 million to $ 13.0 million and $ 13.5 million to $ 14.5 million, respectively, on the consolidated balance sheets as of the date of adoption. The difference between the right-of-use assets and lease liabilities on the accompanying consolidated balance sheets is primarily due to the accrual for lease payments as a result of straight-line lease expense and unamortized tenant incentive liability balances. The Company does not anticipate a material impact to opening retained earnings as a result of the adoption of the guidance. The adoption of this new guidance is not anticipated to have a material impact on the Company’s results of operations, cash flows, liquidity or the Company’s covenant compliance under its existing credit agreement. 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 this 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 is |
Acquisitions and Investments
Acquisitions and Investments | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions and Investments | 3. Acquisitions and Investments 2020 Acquisition On October 27, 2020, the Company completed the purchase of all of the outstanding shares of Monocl Holding Company (“Monocl”), a cloud-based platform with millions of expert profiles, for a total estimated consideration of $ 46.3 million and up to $ 60.0 million, consisting of approximately $ 18.3 million of cash payable at closing, $ 25.4 million of rollover equity, and up to $ 15.0 million of contingent consideration. The contingent consideration, which relates to earn-out payments that may be paid out upon the achievement of certain performance targets has an estimated fair value of $ 2.6 million as of the acquisition date. 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 consideration transferred for the transaction is summarized as follows: (in thousands) Cash consideration $ 18,307 Equity issuance 25,439 Contingent consideration 2,600 Purchase price $ 46,346 Cash consideration for the acquisition was primarily provided through borrowings under the Company’s credit facility. The performance targets for the contingent consideration are based on ARR for each of the twelve-month periods ended December 31, 2020 and December 31, 2021. Potential payouts range from $ 0 to $ 5.0 million and $ 0 to $ 10 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 ended December 31, 2020 and 2021, respectively. Based on the achievement of certain ARR targets, the fair value of the contingent consideration was $ 7.5 million as of December 31, 2021. The Company estimated the fair value of the contingent consideration to be $ 5.2 million at December 31, 2020 based on the achievement of Annual 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 final allocation of the acquisition-date fair values of assets and liabilities pertaining to this business combination as of December 31, 2020, was as follows: (in thousands) October 27, 2020 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 As a result of the Monocl acquisition, the 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, which is not recognized as an intangible asset separable from goodwill, and any expected synergies gained through the acquisition. The Company determined that the goodwill resulting from the acquisition is not deductible for tax purposes. In connection with the acquisition, the Company also recorded deferred revenue of $ 2.9 million and a contingent consideration liability of $ 2.6 million. See Note 9. Fair Value Measurements for more detail on determination of fair value. Customer relationships represent the estimated fair value of the underlying relationships with the acquired entity’s business customers. The Company valued customer relationships using the income approach, specifically the excess earnings method. Significant assumptions include forecast of revenues, cost of revenues, estimated attrition rates, and discount rates reflecting the different risk profiles of the asset depending upon the acquisition. The value assigned to customer relationships is $ 11.9 million and is 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 Company used the cost approach, specifically the replacement cost method to value the data. The Fair value of the data was estimated to be $ 3.0 million and is amortized using the straight-line method over the estimated remaining useful life of 3 years. 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 Company used the income approach, specifically the relief-from-royalty method, to determine the value of technology, which was valued at $ 2.6 million and is amortized using the straight-line method over the estimated remaining useful life of 8 years. The trademark represents the estimated fair value of the registered trademarks, logo and domain names associated with the Monocl corporate brand. The Company estimated the fair value of the trademark using a relief from royalty method. Significant assumptions include forecast of royalty rate, company revenues, tax rate, and discount rate. The trademark was valued at $ 1.4 million and is amortized using the straight-line method over the estimated remaining useful life of 19 years. The weighted average amortization period for the customer relationships, tradenames, technology, and data is 15 years, 17 years, 8 years and 3 years, respectively. See Note 7 for the estimated total intangible amortization expense during the next five years. 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 operations. The net loss of Monocl is included in the Company’s consolidated results since the date of acquisition. The revenue and net loss of Monocl reflected in the consolidated statements operations for the year ended December 31, 2020 were $ 1.2 million and $ 1.6 million, respectively. Unaudited Pro Forma Supplementary Data (in thousands) Year Ended Year Ended Revenue $ 122,333 $ 87,157 Net loss ( 58,350 ) ( 97,134 ) The unaudited pro forma supplementary data presented in the table above shows the effect of the Monocl acquisition, as if the transactions had occurred at the beginning of fiscal year 2020. The pro forma net loss includes adjustments to amortization expense for the valuation of other intangible assets of $ 0.8 million and interest expense related to incremental borrowings used to finance the transaction of $ 1.0 million for the year ended December 31, 2020. Acquisition expenses of $ 0.4 million were excluded from the pro forma net loss for the year ended December 31, 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. 2019 Acquisitions Advent Acquisition (the "Advent Acquisition") On July 16, 2019, Advent entered into an agreement with Definitive Holdco (the “Agreement”) to, among other things, acquire 100% of its issued and outstanding units , for a total consideration of $ 1.7 billion, consisting of $ 1.1 billion of cash and $ 570.3 million of equity units issued to the sellers and former owners. For purposes of the Agreement, affiliated legal entities of Advent include Advent IX Funds, AIDH Holdings, Inc. (“AIDH Holdings”), Definitive OpCo, AIDH Buyer, and AIDH Finance Sub, LLC (“AIDH Finance Sub”). Advent IX Funds owns 100% of the outstanding units of AIDH Holdings. AIDH Holdings owns 55% of the outstanding units of Definitive OpCo, with the remaining interests (45%) issued to the prior owners of Definitive Holdco as rollover units. Definitive OpCo owns 100% of outstanding units of AIDH Buyer. Upon acquisition, AIDH Buyer owns 100% of Definitive Holdco. The transactions outlined in the Agreement were executed as follows: 1. Debt Financing. Immediately prior to closing of the Agreement, AIDH Finance Sub, an affiliated legal entity of Advent, entered into debt financing agreements for a $ 450.0 million term loan payable, a $ 100.0 million delayed draw term loan payable, and a $ 25.0 million revolving debt facility. See Note 8. Long-Term Debt for more details. These financing agreements were collateralized by 100% of AIDH Finance Sub capital prior to the Finance Merger, defined below. 2. Finance Merger. Upon closing the Agreement, AIDH Finance Sub was merged with Definitive Holdco (surviving entity). After the merger, the financing agreements were collateralized by 100 % of AIDH Buyer and Definitive Holdco units. 3. Distribution and Purchase of Units. Immediately after the Finance Merger, net proceeds from the debt financing (approximately $ 432.4 million) were paid to the prior owners of Definitive Holdco. Additionally, AIDH Buyer distributed $ 1.3 billion (cash of $ 697.0 million and rollover equity of $ 570.3 million in Definitive OpCo) as purchase consideration for all outstanding units of Definitive Holdco. The consideration transferred for the transaction is summarized as follows: (in thousands) Cash consideration $ 1,129,346 Common units issued 570,266 Purchase price $ 1,699,612 Of the total cash consideration, $ 1.1 billion was paid upon closing and $ 6.9 million in July 2020. Cash consideration for the acquisition was partly provided by net proceeds from the 2019 Term Loan, as outlined above. The purchase accounting for the Advent Acquisition was finalized as of July 16, 2020. The final allocation of the acquisition date fair values of assets and liabilities pertaining to this business combination as of July 16, 2020 was as follows: Predecessor Successor Company (in thousands) Carrying Fair Value Final Cash $ 17,058 $ — $ 17,058 Accounts receivable 12,747 — 12,747 Deferred contract costs 5,735 ( 5,735 ) — Prepaid expenses and other current assets 1,539 150 1,689 Other assets 49 — 49 Property and equipment 2,201 — 2,201 Intangible assets 19,108 456,292 475,400 Accounts payable and accrued expenses ( 5,477 ) 684 ( 4,793 ) Deferred revenue ( 38,278 ) 6,278 ( 32,000 ) Total assets acquired and liabilities assumed 14,682 457,669 472,351 Goodwill $ 82,767 $ 1,144,494 1,227,261 Total purchase price $ 1,699,612 The adjustments set forth in the following consolidated balance sheet as of July 15, 2019, reflect the effect of the Debt Financing and Finance Merger (reflected in the column “Debt Financing / Finance Merger”), and the fair value adjustments to assets acquired and liabilities assumed, as a result of the purchase accounting, in connection with the Advent Acquisition (reflected in the column “Fair Value Adjustments”): (in thousands) Predecessor Debt Fair Value Successor Cash $ 17,058 $ — $ — $ 17,058 Accounts receivable 12,747 — — 12,747 Prepaid expenses and other current assets 1,539 16 150 1,705 Deferred contract costs 5,735 — ( 5,735 ) — Property and equipment 2,201 — — 2,201 Intangible assets 19,108 — 456,292 475,400 Goodwill 82,767 — 1,144,494 1,227,261 Other assets 49 14,589 — 14,638 Total assets $ 141,204 $ 14,605 $ 1,595,201 $ 1,751,010 Accounts payable and accrued expenses $ 5,477 $ 10,407 $ ( 684 ) $ 15,200 Deferred revenue 38,278 — ( 6,278 ) 32,000 Term Loan — 436,553 — 436,553 Total liabilities 43,755 446,960 ( 6,962 ) 483,753 Members’ Capital 97,449 ( 432,355 ) 1,602,163 1,267,257 Total liabilities and equity $ 141,204 $ 14,605 $ 1,595,201 $ 1,751,010 The Company recorded adjustments to goodwill of $ 1.1 billion and intangible assets of $ 456.3 million as of the acquisition date of July 16, 2019, including adjustments to customer relationships, technology, tradenames and data of $ 340.8 million, $ 48.5 million, $ 32.7 million and $ 34.3 million, respectively. The goodwill recognized includes the fair value of the assembled workforce, which is not recognized as an intangible asset separable from goodwill, and any expected synergies gained through the acquisition. The Company determined that the goodwill resulting from the acquisition was in part deductible for tax purposes. The Company performed an ASC 805 fair valuation of the acquired identifiable intangible assets as of July 16, 2019. Key assumptions used to determine such fair values included growth rates, retention/attrition, research and development expenses, operating expenses, selling and marketing expenses, tax rates, royalty rates, obsolescence, utilization factors and others. Customer relationships represent the estimated fair value of the underlying relationships with the Company’s customers. The Company valued customer relationships using the income approach, specifically the excess earnings method. Significant assumptions include forecast of revenues, cost of revenues, estimated attrition rates, and discount rates reflecting the different risk profiles of the asset depending upon the acquisition. The value assigned to customer relationships is $ 358.0 million and is amortized using the annual pattern of cash flows (economic value method) over the estimated 15 -year life of this asset. The technology recognized includes Definitive’s existing technology, which provides users access to in-depth and interactive analytics of high quality and up-to-date healthcare data through an online platform, and provides for user customization as well as watchlist functionality, advanced search functionality and integration with customer’s other internal and external systems. The Company used the income approach, specifically the relief-from-royalty method, to determine the value of technology, which was valued at $ 48.5 million and is amortized using the straight-line method over the estimated remaining useful life of 10 years. Tradenames includes the estimated fair value of the acquired registered trademarks, logo and domain names associated with the Definitive Healthcare corporate brand. The Company estimated the fair value of the trademark using a relief from royalty method. Significant assumptions include forecast of royalty rate, company revenues, tax rate, and discount rate. The trademark was valued at $ 34.1 million and is amortized using the straight-line method over the estimated remaining useful life of 22 years. Data includes proprietary data and insights on healthcare providers, including coverage of providers across the healthcare ecosystem from hospitals to physician groups to ambulatory surgery centers and accountable care organizations. The Company used the cost approach, specifically the replacement cost method to value the data. The fair value of the data was estimated to be $ 34.8 million and is amortized using the straight-line method over the estimated remaining useful live of 3 years. The fair value of deferred revenue was estimated at $ 32.0 million, using the income approach, specifically the cost build-up method, and was calculated as the estimated cost for the Company to fulfill the contractual obligations plus a normal profit margin. The following table reconciles the purchase price to the capital contribution made by Sponsor as July 16, 2019: (in thousands) Total purchase price $ 1,699,612 Transaction costs paid from proceeds 4,004 Less Debt Financing 436,359 Capital Contribution $ 1,267,257 The results of Definitive Holdco are included in the Company’s consolidated results since the date of acquisition. The revenue of Definitive Holdco reflected in the consolidated statements operations for the year ended December 31, 2020 (Successor), period from July 16, 2019 to December 31, 2019 (Successor) and the period from January 1, 2019 to July 15, 2019 (Predecessor) was $ 116.9 million, $ 40.0 million and $ 45.5 million, respectively. The net (loss) income of Definitive Holdco, reflected in the consolidated statements of operations for the year ended December 31, 2020 (Successor), period from July 16, 2019 to December 31, 2019 (Successor) and the period from January 1, 2019 to July 15, 2019 (Predecessor) was ($ 49.9 million), ($ 49.2 million) and $ 12.9 million, respectively. Unaudited Pro Forma Supplementary Data (in thousands) Year Ended Revenue $ 84,122 Net loss ( 92,228 ) The unaudited pro forma supplementary data presented in the table above shows the effect of the Definitive Holdco acquisition, as if the transaction had occurred at the beginning of fiscal year 2019. The pro forma net loss for the year ended December 31, 2019 includes interest expense related to incremental borrowings used to finance the transaction of $ 21.0 million, adjustments to amortization expense for the valuation of other intangible assets of $ 33.4 million and fair value adjustments for deferred revenue of $ 1.4 million. 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. HIMSS On January 15, 2019, the Predecessor Company acquired substantially all of the assets and assumed substantially all of the liabilities of HIMSS for a total purchase price of $ 29.8 million. The Company recognized goodwill of $ 19.1 million, intangible assets of $ 11.4 million, accounts receivable of $ 1.3 million, and deferred revenue of $ 2.0 million, in connection with the acquisition. The acquisition was made to increase the Company’s market footprint. The goodwill recognized consisted largely of the estimated value of the assembled workforce and anticipated growth opportunities. The fair value of acquired intangible assets was determined using certain variations of the income approach and market approach. The estimated fair value of deferred revenue was based upon the applicable guidance and was calculated as the estimated cost for the Company to fulfill the contractual obligations plus a normal profit margin. The Company has included the financial results of HIMSS in the consolidated financial statements from the date of acquisition, which were not material. The transaction costs associated with the acquisition were not material. HSE On December 2, 2019, the Company acquired 100% of the issued and outstanding common and preferred stock of HSE for a total purchase price of $ 6.8 million, consisting of $ 2.8 million of cash and $ 4.0 million of equity issued. The Company recognized goodwill of $ 5.9 million, intangible assets of $ 1.2 million, deferred tax assets of $ 0.2 million, accounts receivable of $ 0.1 million, accounts payable of $ 0.3 million and deferred revenue of $ 0.3 million, in connection with the acquisition. The acquisition was made to increase the Company’s market footprint. The goodwill arising from the acquisition consists largely of the estimated value of the assembled workforce and anticipated growth opportunities. The fair value of acquired intangible assets was determined using certain variations of the income approach and market approach. The fair values of current assets and liabilities were based upon their historical costs at the date of acquisition due to their short-term nature. The estimated fair value of deferred revenue was based upon the applicable guidance and was calculated as the estimated cost for the Company to fulfill the contractual obligations plus a normal profit margin. The Company has included the financial results of HSE in the consolidated financial statements from the date of acquisition, which were not material. The transaction costs associated with the acquisition were not material. Investments On December 22, 2021, the Company made a $ 40.0 million investment in Analytical Wizards Inc., a privately-held company. Analytical Wizards automates complex analytic models using tools that expedite efficient big data mining through artificial intelligence ("A.I.") and machine learning ("M.L.") power to uncover deep insights. In the transaction the Company purchased Series B Convertible Preferred Stock, representing 35 % ownership of Analytical Wizards, and an option to acquire the remaining 65 % ownership (the "Purchase Option") for a strike price of $ 65.0 million. The Company determined that it does not have a controlling financial interest in Analytical Wizards at transaction close as the Company does not have the right to control the governing body of Analytical Wizards or have control through other contractual rights. As the Series B Preferred Stock and the Purchase Option do not have readily determinable fair values, the Company elected to apply the measurement alternative and will adjust the carrying value of the investments in Analytical Wizards for impairments and observable prices in identical or similar equity securities of Analytical Wizards. The Company paid $ 40.0 million for the Series B Preferred Stock and Purchase Option, which are allocated on a relative fair value basis such that the Series B Preferred Stock and Purchase Option have carrying values of $ 32.7 million and $ 7.3 million, respectively. The Series B Preferred Stock is recorded in Investments in equity securities and the Purchase Option is recorded in Other assets in the accompanying consolidated balance sheet as of December 31, 2021. There were no observable price changes or impairment indicators associated with these investments during the year ended December 31, 2021. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021 and 2020 (Successor) and the periods from July 16, 2019 to December 31, 2019 (Successor) and January 1, 2019 to July 15, 2019 (Predecessor). Successor Company Predecessor Company Period from Period from Year Ended December 31, July 16, 2019 to January 1, 2019 to (in thousands) 2021 2020 December 31, 2019 July 15, 2019 Platform subscriptions $ 164,564 $ 117,080 $ 39,872 $ 45,244 Professional services 1,590 1,237 173 214 Total revenue $ 166,154 $ 118,317 $ 40,045 $ 45,458 The opening and closing balances of the Company’s receivables, deferred contract costs and contract liabilities from contracts with customers are as follows: Year Ended December 31, (in thousands) 2021 2020 Accounts receivables, net $ 43,336 $ 33,108 Deferred contract costs 6,880 2,947 Long-term deferred contract costs 11,667 5,952 Deferred revenues 84,023 61,200 Deferred Contract Costs A summary of the activity impacting the deferred contract costs during the years ended December 31, 2021 and 2020 is presented below: Year Ended December 31, (in thousands) 2021 2020 Balance at beginning of period $ 8,899 $ 2,885 Costs amortized ( 4,792 ) ( 1,670 ) Additional amounts deferred 14,440 7,684 Balance at end of period $ 18,547 $ 8,899 Classified as: Current 6,880 2,947 Non-current 11,667 5,952 Total deferred contract costs (deferred commissions) $ 18,547 $ 8,899 Contract Liabilities A summary of the activity impacting deferred revenue balances during the years ended December 31, 2021 and 2020 is presented below: Year Ended December 31, (in thousands) 2021 2020 Balance at beginning of period $ 61,200 $ 46,125 Revenue recognized ( 166,154 ) ( 118,317 ) Additional amounts deferred 188,977 133,392 Balance at end of period $ 84,023 $ 61,200 Remaining Performance Obligations Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be 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) December 31, December 31, Current $ 155,134 $ 114,284 Noncurrent 95,354 58,250 Total $ 250,488 $ 172,534 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | 5. Accounts Receivable Accounts receivable consisted of the following: (in thousands) December 31, December 31, Accounts receivable $ 44,303 $ 33,635 Unbilled receivable 430 329 $ 44,733 $ 33,964 Less: allowance for doubtful accounts ( 1,397 ) ( 856 ) Accounts receivable, net $ 43,336 $ 33,108 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consisted of the following: (in thousands) December 31, December 31, Computers and software $ 4,744 $ 3,141 Furniture and equipment 1,580 1,109 Leasehold improvements 3,348 1,781 Construction in process — 128 $ 9,672 $ 6,159 Less: accumulated depreciation and amortization ( 4,603 ) ( 2,911 ) Property and equipment, net $ 5,069 $ 3,248 Depreciation and amortization expense was $ 1.7 million for the year ended December 31, 2021, $ 1.2 million for the year ended December 31, 2020, and $ 0.5 million and $ 0.4 million for the periods from July 16, 2019 through December 31, 2019 (Successor), and January 1, 2019 through July 15, 2019 (Predecessor), respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and 2020, consist of the following: December 31, 2021 (in thousands) Gross Carrying Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 370,030 $ ( 92,942 ) $ 277,088 Developed technologies 51,100 ( 17,475 ) 33,625 Tradenames 35,500 ( 5,034 ) 30,466 Data 43,080 ( 31,789 ) 11,291 Total finite-lived intangible assets 499,710 ( 147,240 ) 352,470 Goodwill 1,261,444 — 1,261,444 Total goodwill and Intangible assets $ 1,761,154 $ ( 147,240 ) $ 1,613,914 December 31, 2020 (in thousands) Gross Carrying 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 Data 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 was $ 58.2 million and $ 58.4 million for the years ended December 31, 2021 and 2020, respectively, of which $ 21.3 million and $ 19.4 million was included in cost of revenue for each respective period. Amortization expense associated with finite-lived intangible assets was $ 30.6 million and $ 2.0 million for the periods from July 16, 2019 through December 31, 2019 (Successor) and January 1, 2019 through July 15, 2019 (Predecessor), respectively. Estimated total intangible amortization expense during the next five years and thereafter is as follows: (in thousands) 2022 $ 53,760 2023 45,816 2024 42,592 2025 38,381 2026 31,930 Thereafter 139,991 Total $ 352,470 The carrying amount of goodwill increased $ 28.3 million during the year ended December 31, 2020 as a result of the Monocl acquisition (Note 3). The Company determined it had one reporting unit. The Company performed its annual impairment assessment in the fourth quarters of 2021 and 2020 and determined there was no impairment to its goodwill or intangible assets in either year. |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Long Term Debt [Abstract] | |
Long-Term Debt | 8. Long-Term Debt Long-term debt consisted of the following as of December 31, 2021 and 2020, respectively: December 31, 2021 (in thousands) Principal Unamortized debt Total debt, net 2021 Term Loan $ 273,282 $ ( 2,599 ) $ 270,683 Less: current portion of long-term debt 6,875 Long-term debt $ 263,808 December 31, 2020 (in thousands) Principal Unamortized debt Total debt, net 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 of $ 442.1 million, paid in kind interest of $ 10.4 million, 2019 Delayed Draw Term Loan of $ 17.9 million and related accrued interest payable of $ 4.2 million. The combined payments totaling $ 474.6 million were made 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 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, DH Holdings entered into a credit agreement (the "2021 Credit Agreement") with Bank of America, N.A., as administrative agent, the other lenders party thereto and the other parties specified therein. 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 (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 $ 273.3 million outstanding on the 2021 Term Loan at December 31, 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 i n 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 December 31, 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 r atio beginning in the fiscal year ended December 31, 2022. As of December 31, 2021, the effective interest rate was 2.47 %. In connection with the 2021 Credit Agreement, the Company capitalized financing costs totaling $ 3.5 million, of which $ 2.8 million related to the 2021 Term Loan facility and $ 0.8 million related to 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 consolidated balance sheets and are amortized over the remaining life of the loan using the effective interest method. The Company amortized capitalized financing costs for the 2021 Credit Agreement through interest expense of $0.2 million for the year ended December 31, 2021.The financing costs associated with the 2021 Revolving Line of Credit are recorded in other assets in the consolidated balance sheets and are amortized over the life of the arrangement. At December 31, 2021, the unamortized financing costs were $ 0.7 million. The expected future principal payments as of December 31, 2021 are as follows: (in thousands) 2022 $ 6,875 2023 8,594 2024 13,750 2025 13,750 2026 230,313 $ 273,282 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 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. The effective interest rate for the 2019 Term Loan and paid in kind effective interest was 6.50 % at December 31, 2020. 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, would have been due. The paid in-kind interest was payable on the maturity date. The 2019 Delayed Draw Term Loan had a maturity date of July 16, 2026 and 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. DH Holdings could elect from several interest rate options based on the Eurodollar Rate or the Base Rate plus an applicable margin. The effective interest rate for the 2019 Delayed Draw Term Loan was 6.50 % at December 31, 2020. 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 were required through the note’s maturity, at which time a payment of the entire outstanding principal balance would have been due. The 2019 Revolving Line of Credit had a maturity date 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, of which $ 13.4 million was related to the 2019 Term Loan and $ 0.7 million was related to 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 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 $ 1.5 million and $ 2.1 million for the years ended December 31, 2021 and 2020, respectively. At December 31, 2020, the unamortized financing costs for the 2019 Revolving Line of Credit of $ 0.5 million were classified in other assets in the consolidated balance sheets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 their short maturities (less than 12 months). The Company’s term loans are recorded at their carrying values in the consolidated balance sheets, which may differ from their respective fair values. The estimated fair values of the Company’s term loans approximate their carrying values as of December 31, 2021, and 2020, 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. Based on the achievement of certain ARR targets, the fair value of the contingent consideration was $ 7.5 million as of December 31, 2021, with the entire balance classified as current in accrued expense and other current liabilities in the accompanying consolidated balance sheet based on a payout date in the first quarter of 2022. For the year ended December 31, 2020, the fair value of the contingent consideration 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. 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. The fair value of the contingent consideration was $ 5.2 million as of December 31, 2020, of which $ 1.5 million was classified as current and $ 3.7 million was classified as non-current. The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of December 31, 2020: (fair value in thousands) Fair Value Valuation Technique Unobservable Inputs Discount Rate Earn-out liabilities $ 5,236 Income Approach (Real Option Method) Discount rate 6.50 % 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 consolidated statements of operations. 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 table below presents a reconciliation of earnout liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Year ended December 31, (in thousands) 2021 2020 Balance at beginning of period $ 5,236 $ — Additions — 2,600 Net change in fair value and other adjustments 3,764 2,636 Payments ( 1,500 ) — Balance at end of period $ 7,500 $ 5,236 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 sheets. 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 . For discussion about the impairment testing of assets not measured at fair value on a recurring basis see Note 7. Goodwill and Intangible Assets for additional details. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 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) December 31, 2021 December 31, 2020 Payroll and payroll-related $ 10,311 $ 7,792 Accrued interest — 5,365 Contingent consideration, current 7,500 1,500 Sales taxes 1,785 649 Deferred rent 91 583 Other 2,971 1,432 Accrued expenses and other current liabilities $ 22,658 $ 17,321 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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. Total rent expense was $ 2.8 million for the year ended December 31, 2021, $ 1.8 million for the year ended December 31, 2020, and $ 0.6 million and $ 0.5 million for the periods from January 16, 2019 through December 31, 2019 (Successor) and from January 1, 2019 through July 15, 2019 (Predecessor), respectively. Rent expense was classified in selling, general, and administrative expense in the consolidated statements of operations. Minimum future rental payments are expected to be as follows for each of the years ending December 31: (in thousands) 2022 $ 3,120 2023 1,895 2024 2,282 2025 2,174 2026 2,165 Thereafter 4,805 $ 16,441 The Company also enters into other purchase obligations in the normal course of doing business. The estimated annual minimum purchase commitments under those agreements were as follows for each of the years ending December 31: (in thousands) 2022 $ 6,113 2023 6,729 2024 5,659 2025 3,451 $ 21,952 |
Stockholders' Equity and Member
Stockholders' Equity and Members' Equity | 12 Months Ended |
Dec. 31, 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 and Class B Common Stock 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 December 31, 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 right and limitations. Under the Amended Definitive OpCo LLC Agreement, the holders of LLC Units ("Continuing LLC Members") 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 or 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. Upon formation of Definitive OpCo in conjunction with the Advent Acquisition in July 2019, two classes of LLC units were established: Class A Units ("Class A Units") and Class B Units ("Class B Units"), collectively "the Units". In 2020, the Company contributed $ 25.4 million worth of its Class A Units to partially fund the acquisition of Monocl that occurred in October 2020 (see Note 3. Acquisitions and Investments ). The Company also received an additional $ 6.4 million contribution for buy-in of Class A Units from certain members. The table below provides a summary of the number of Units authorized, issued and outstanding as of December 31, 2020: December 31, 2020 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 In 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. In connection with the Reorganization Transactions and the IPO in September 2021, Class A Units held directly by employees of the Company or indirectly through Definitive OpCo were exchanged on a one-for-one basis for Definitive OpCo LLC Units. Refer to Note 13. Equity-Based Compensation for more detail on Class B Units. Successor Company As part of the Advent Acquisition in July 2019, the Company issued 126,725,743 Class A units at $ 10.00 per unit for total contributed capital of $ 1.3 billion. Additionally, the outstanding units of the Legacy Class B Series B, Series C, Series D, and Series E (discussed further in the Predecessor Company section below) were sold to AIDH Buyer, a wholly owned subsidiary of Definitive OpCo, and the holders received a combination of cash and equity in the Company. In conjunction with the acquisition, Definitive OpCo paid $ 6.9 million to the selling shareholders in July 2020, which had been recorded as a members' distribution pa yable on the balance sheet at December 31, 2019 (see Note 3. Acquisitions and Investments ). In 2019, the Company contributed $ 4.0 million worth of its Class A Units to partially fund the acquisition of HSE that occurred in December 2019 (see Note 3. Acquisitions and Investments ). As of December 31, 2019, there were 127,125,435 issued and outstanding Clas s A Units. Predecessor Company Upon formation of the Predecessor Company, two classes of common units were established; Class A Common Units (“Legacy Class A Units”) and Class B Common Units (“Legacy Class B Units”), collectively the "Legacy Common Units". In December 2016, the Predecessor amended and restated the Limited Liability Company Agreement of Definitive Holdco, resulting in the formation of DHC Class B Holdings, LLC (“DHCB”). Per the terms of Limited Liability Company Agreement of DHC Class B Holdings, LLC (the “DHCB Holdings Agreement”), DHCB’s units represented an indirect interest in Class B Units of the Predecessor Company. Upon formation of DHCB all previously issued Class B Units were exchanged for DHCB Series B Units, and the previously authorized Class B Units were transferred to DHCB. The DHCB Holdings Agreement allowed for the creation of a series of units (the “Incentive Equity Pool”), upon approval by the Management Board, up to the cumulative authorized amount of 407,750 . As of July 15, 2019, there were 7,750,000 and 268,853 of issued and outstanding Legacy Class A and Legacy Class B Units, respectively. On July 16, 2019, 100 % of the Legacy Class A Units were acquired by AIDH Buyer, in conjunction with the sale of the Legacy Class A Units, the outstanding units of Series B, C, D, and E were sold and the holders received a combination of cash and equity in the Company. 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 consolidated balance sheets. As of December 31, 2021, Definitive Healthcare Corp. held 97,030,095 units in Definitive OpCo, resulting in an ownership interest of 63.6 %. |
Equity-based Compensation
Equity-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-based Compensation | 13. Equity-based Compensation 2021 Incentive Equity 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 awards 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 6,888,789 shares at December 31, 2021 and 2,129,828 RSUs have been granted under the 2021 Plan as of that date. 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 2021. The following table summarizes the Company's unvested time-based and performance-based RSU activity for the 12 months ended December 31, 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 1,965,477 $ 32.50 164,351 $ 27.00 Vested — $ - — $ - Forfeited ( 29,578 ) $ 27.00 — $ - Unvested at end of period 1,935,899 $ 32.59 164,351 $ 27.00 The Company recognized $ 4.4 million in stock-based compensation expense associated with RSUs granted in 2021. Total unrecognized expense was estimated to be $ 63.1 million for both time-based and performance-based vesting awards at December 31, 2021, expected to be recognized over a weighted-average period of approximately 3.5 years. 2019 Incentive Equity 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”). Prior to the IPO, 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, entitled 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 subject to such vesting and other restrictions as the Board of Members may have deemed appropriate. 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 beginning from the IPO date. As a result of the modification of the terms of such performance-vesting awards, the Company recorded 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 the modification was $ 9.0 million, which will be recognized over the respective remaining service periods. The Company recorded $ 1.3 million in stock-based compensation expense associated with these performance-vesting units in 2021. In connection with the retirement of an executive officer in the third quarter of 2021, 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 in the third quarter of 2021. Upon separation, the remaining 72,149 Class B units were forfeited. Effective September 15, 2021, the Company no longer grants any awards under the 2019 Plan, though awards previously granted under the 2019 Plan remain outstanding and governed by the 2019 Plan, except for the modifications described above. For awards granted under 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 required 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: July 16, 2019 to December 31, 2019 September 15, 2021 December 31, 2020 (Successor) Expected option term 0.30 - 0.70 years 5.5 years 5.5 years Risk-free rate of return 0.01 % - 0.06 % 1.73 % 1.73 % Applied volatility 30 % 35 % 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- and performance-based unit activity from January 1, 2020 through December 31, 2021: Time-based Performance-based 2019 Plan Non-Vested Weighted Non-Vested Weighted 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 ( 108,370 ) 2.59 — — Forfeited ( 81,286 ) 2.57 — — Non-vested at December 31, 2021 2,756,406 $ 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 $2.1 million in stock-based compensation expense associated with time-based units, excluding those performance-vesting units that were exchanged for time-vesting units at IPO, for the year ended December 31, 2021. The Company recorded $ 1.7 million and $ 0.7 million in stock-based compensation expense associated with unexchanged time-based units for the year ended December 31, 2020 and for the period from July 16, 2016 through December 31, 2019 (Successor), respectively. At December 31, 2021, the Company had approximately $ 15.5 million of unrecognized unit-based compensation expense associated with 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 2.6 years. The Company recorded $ 5.8 million in stock-based compensation expense associated with unexchanged time-based units for the period from January 1, 2019 through July 15, 2019 (Predecessor) for equity awards granted under the 2015 Incentive Equity Plan, which was terminated on July 16, 2019. Equity-based compensation expense is allocated to all departments in the accompanying 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 years ended December 31, 2021 and 2020, and for the periods from July 16, 2019 through December 31, 2019 (Successor) and January 1, 2019 through July 15, 2019 (Predecessor), is provided in the following table. Successor Company Predecessor Company Period from Period from Year ended December 31, July 16, 2019 to January 1, 2019 to 2021 2020 December 31, 2019 July 15, 2019 Cost of revenue $ 277 $ 62 $ 28 $ 256 Sales and marketing 1,930 473 213 4,252 Product development 1,070 356 126 665 General and administrative 6,680 856 377 634 Total equity-based compensation expense $ 9,957 $ 1,747 $ 744 $ 5,807 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 14. Retirement Plan The Company has a 401(k) plan covering all employees who have met certain eligibility requirements. The Company made matching contributions in accordance with the plan documents. The Company incurred $ 2.3 and $ 1.6 million in employer matching contributions during the years ended December 31, 2021 and 2020, respectively. The Company incurred $ 0.5 million and $ 0.6 million in employer matching contributions during the periods from July 16, 2019 to December 31, 2019 (Successor) and from January 1, 2019 to July 15, 2019 (Predecessor), respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes As described in Note 1. Description of Business , 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 any such taxes on stand-alone income or loss generated by Definitive Healthcare Corp. Income Tax Expense U.S. and foreign components of income before income taxes were as follows: Successor Company Predecessor Company Period from Period from Year Ended December 31, July 16, 2019 to January 1, 2019 to (in thousands) 2021 2020 December 31, 2019 July 15, 2019 Domestic $ ( 56,597 ) $ ( 49,610 ) $ ( 49,266 ) $ 12,868 Foreign ( 3,985 ) ( 1,547 ) — — Loss before income taxes $ ( 60,582 ) $ ( 51,157 ) $ ( 49,266 ) $ 12,868 The components of the provision for income taxes are as follows: Successor Company Predecessor Company Period from Period from Year Ended December 31, July 16, 2019 to January 1, 2019 to (in thousands) 2021 2020 December 31, 2019 July 15, 2019 Current income taxes: U.S. federal $ ( 7 ) $ 10 $ — $ — U.S. state and local — 1 — — Total current income taxes $ ( 7 ) $ 11 $ — $ — Deferred income taxes: U.S. federal $ 369 $ 58 $ — $ — U.S. state and local 313 ( 7 ) — 49 Total deferred income taxes $ 682 $ 51 $ — $ 49 Income tax expense $ 675 $ 62 $ — $ 49 Effective Income Tax Rate The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and our effective rate were as follows: Successor Company Predecessor Company Period from Period from Year Ended December 31, July 16, 2019 to January 1, 2019 to (in thousands) 2021 2020 December 31, 2019 July 15, 2019 Expected U.S. federal income taxes at statutory rate 21.00 % 21.00 % 21.00 % — % Partnership income, not subject to taxation ( 19.44 ) ( 27.55 ) ( 18.27 ) 0.01 Change in valuation allowance ( 3.51 ) 0.60 — — Permanent differences ( 0.36 ) ( 0.98 ) ( 2.73 ) — Other 1.20 6.81 — 0.37 Effective income tax rate ( 1.11 ) % ( 0.12 ) % 0.00 % 0.38 % Deferred Tax Assets and Liabilities The components of deferred tax assets and liabilities were as follows: Year Ended December 31, (in thousands) 2021 2020 Deferred income tax assets: Net operating loss carry forwards $ 38,540 $ 1,517 Outside partnership basis difference 44,291 — Tax receivable agreement 5,329 — Other 824 74 Deferred income tax assets 88,984 1,591 Less valuation allowance ( 164,394 ) ( 1,430 ) Deferred income tax assets, net of valuation allowance $ ( 75,410 ) $ 161 Deferred income tax liabilities: Goodwill and intangibles $ ( 91 ) $ — Deferred revenue and advances ( 229 ) — Deferred income tax liabilities ( 320 ) — Net deferred tax assets (liabilities) $ ( 75,730 ) $ 161 Year Ended December 31, (in thousands) 2021 2020 Reported as: Non-current deferred tax assets $ 158 $ 161 Non-current deferred tax liabilities ( 75,888 ) — Net deferred tax assets (liabilities) $ ( 75,730 ) $ 161 Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the taxes are paid or recovered. During the year ended December 31, 2021, management performed an assessment of the realizability of deferred tax assets. Based on the review of all available evidence, the Company determined that it has not yet attained a sustained level of profitability and the objectively verifiable negative evidence outweighed the positive evidence. Therefore, the Company has recorded a valuation allowance on its net operating loss carryforwards, R&D credit carryforwards and other net deferred tax assets that remain after all sources of taxable income are exhausted, not supportable by the “naked credit” deferred tax liability sourced income as of December 31, 2021. As of December 31, 2021 and December 31, 2020 the valuation allowance was $ 164.4 million and $ 1.4 million, respectively. In the event that management was to determine that 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. Uncertain Tax Positions The Company recognizes uncertain income tax positions when it is more-likely-than-not the position will be sustained upon examination. As of December 31, 2021 and December 31, 2020, the Company has no t identified any uncertain tax positions and has not recognized any related reserves. Accordingly, the Company has not recorded any interest or penalties associated with uncertain tax positions. 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 is required to adjust the basis of partnership assets under Section 743(b) 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 capital assets to the extent tax basis is allocated to those capital assets. Under the TRA, the Company generally will be required to pay to the Original LLC Unitholders 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 are 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 AIDH TopCo, LLC, including any basis adjustment relating to the assets of AIDH TopCo, LLC, (ii) existing tax attributes acquired by the Company in the pre-IPO restructuring, 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 actually 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. We have determined that it is more likely than not that we will be unable to realize tax benefits related to certain basis adjustments and acquired net operating losses that were received in connection with the Reorganization Transactions and our IPO. As a result of this determination, we have not recorded the benefit of these deferred tax assets as of December 31, 2021. The realizability of the deferred tax assets is evaluated based on all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. We will assess the realizability of the deferred tax assets at each reporting period, and a change in our estimate of our liability associated with the tax receivable agreement may result as additional information becomes available, including results of operations in future periods. As a result of the IPO transaction, we inherited certain tax benefits associated with this stepped-up basis (“Common Basis”) created when certain pre-IPO owners acquired their interests in Definitive OpCo. This Common Basis entitles us to the depreciation and amortization deductions previously allocable to the pre-IPO owners. Based on current projections, we anticipate having sufficient taxable income to be able to realize the benefit of this Common Basis and have recorded a tax receivable agreement liability of $ 153.5 million related to these benefits. To the extent that we determine that we are able to realize the tax benefits associated with the basis adjustments and net operating losses, we would record an additional liability of $ 83.1 million for a total liability of $ 236.6 million. If, in the future, we are not able to utilize the Common Basis, we would record a reduction in the tax receivable agreement liability that would result in a benefit recorded within our consolidated statement of operations. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 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 loss 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 the periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for the year-ended December 31, 2020. The following table sets forth the reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of Class A Common Stock for the year-ended December 31, 2021. The reconciliation reflects only the period from September 15, 2021 to December 31, 2021, which represents the period wherein the Company has outstanding Class A Common Stock. (in thousands) Year Ended Numerator: Net loss $ ( 61,257 ) Less: Net loss attributable to Definitive OpCo before Reorganization Transactions ( 33,343 ) Less: Net loss attributable to noncontrolling interests ( 10,237 ) Net loss attributable to Definitive Healthcare Corp. $ ( 17,677 ) The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock: (in thousands, except number of shares and per share amounts) Year Ended Basic and diluted net loss per share attributable to common stockholders Numerator: Allocation of net loss attributable to Definitive Healthcare Corp. $ ( 17,677 ) Denominator: Weighted average number of shares of Class A common stock outstanding 91,916,151 Net loss per share, basic and diluted $ ( 0.19 ) 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 securities were excluded from the computation of diluted net loss per share for the period presented because their effect on net loss per share would have been anti-dilutive: Year Ended Definitive OpCo Units (vested and unvested) 58,244,627 Restricted Stock Units 2,100,250 |
Segment and Geographic Data
Segment and Geographic Data | 12 Months Ended |
Dec. 31, 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: Successor Company Predecessor Company Period from Period from Year Ended December 31, July 16, 2019 to January 1, 2019 to (in thousands) 2021 2020 December 31, 2019 July 15, 2019 United States $ 158,727 $ 117,755 $ 40,045 $ 45,458 Rest of world 7,427 562 — — Total revenues $ 166,154 $ 118,317 $ 40,045 $ 45,458 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) December 31, 2021 December 31, 2020 United States $ 4,705 $ 3,120 Rest of world 364 128 Total long-lived assets $ 5,069 $ 3,248 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021, 2020, and 2019, the Company recorded revenue of $ 1.0 million, $ 0.4 million, and $ 0.2 million respectively. The associated receivable for the revenue transactions amounted to $ 0.6 million, $ 0.1 million, and less than $ 0.1 million at December 31, 2021, 2020, and 2019, respectively. The Company reimburses its private equity sponsors for services and any related travel and out-of-pocket expenses. During the years ended December 31, 2021, 2020, and 2019, the Company had expenses for services, travel and out-of-pocket expenses to its private equity sponsors of $ 0.2 million, $ 0.1 million, and less than $ 0.1 million, respectively. There were no associated payables for the service transactions at December 31, 2021, 2020, and 2019. On September 17, 2021, Definitive OpCo entered into an agreement to reimburse approximately $ 0.9 million in aggregate documented expenses incurred by Advent, 22C Capital, Spectrum Equity, Jason Krantz, and MHDH AB in connection with the Reorganization Transactions. The amounts were paid in the fourth quarter of 2021. During the second quarter of 2021, the Company issued 363,516 new Class A units worth $ 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events On February 18, 2022, the Company purchased the remaining 65 % ownership of Analytical Wizards for an aggregate purchase price of $ 65.0 million, subject to working capital adjustments. As a result of this transaction, the Company owns 100 % of Analytical Wizards. See Note 3. Acquisitions and Investments. The initial accounting for the business combination is incomplete as a result of the timing of the acquisition. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). 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”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgements, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates relate, but are not limited to, revenue recognition, allowance for doubtful accounts, contingencies, valuations and useful lives of intangible assets acquired in business combinations, equity-based compensation, and income taxes. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company derives revenue primarily from subscription license fees charged for access to the Company’s database platform, and professional services. The customer arrangements include a promise to allow customers to access a subscription license to the database platform which is hosted by the Company over the contract period, without allowing the customer to take possession of the subscription license or transfer hosting to a third party. The Company recognizes revenue in accordance with ASC 606– Revenue from Contracts with Customers , which provides a five-step model for recognizing revenue from contracts with customers. Revenue is recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Revenue related to hosted subscription license arrangements, which often include non-distinct professional services, is recognized ratably over the contract term as the customer simultaneously receives and consumes the benefits provided by the Company’s performance. These subscription contracts typically have a term of one to three years and are non-cancellable. The Company also enters into a limited number of contracts that can include various combinations of professional services, which are generally capable of being distinct and can be accounted for as separate performance obligations. Revenue related to these professional services is insignificant and is recognized at a point in time, when the performance obligations under the terms of the contract are satisfied and control has been transferred to the customer. When a contract contains multiple performance obligations, the contract transaction price is allocated on a relative standalone selling price (“SSP”) basis to each performance obligation. The Company typically determines SSP based on observable selling prices of its products and services. In instances where SSP is not directly observable, SSP is determined using information that may include market conditions and other observable inputs, or by using the residual approach. The Company accounts for an arrangement when it has approval and commitment from both parties, the rights are identified, the contract has commercial substance, and collectability of consideration is probable. The Company generally obtains written purchase contracts from its customers for a specified service at a specified price, with a specified term, which constitutes an arrangement. Revenue is recognized at the amount expected to be collected, net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The timing of revenue recognition may not align with the right to invoice the customer, but the Company has determined that in such cases, a significant financing component generally does not exist. The Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically 30 days. The Company does not offer rights of return for its products and services in the normal course of business, and contracts generally do not include customer acceptance clauses. The Company arrangements typically do not contain variable consideration. However, certain contracts with customers may include service level agreements that entitle the customer to receive service credits, and in certain cases, service refunds, when defined service levels are not met. These arrangements represent a form of variable consideration, which is considered in the calculation of the transaction price. The Company estimates the amount of variable considerations at the expected value based on its assessment of legal enforceability, anticipated performance and a review of specific transactions, historical experience and market and economic conditions. The Company historically has not experienced any significant incidents that affected the defined levels of reliability and performance as required by the contracts. |
Fair Value Measurements | Fair Value Measurements The Company measures assets and liabilities at fair value based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level as follows: Level 1 - Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities Level 2 - Other inputs that are directly or indirectly observable in the marketplace Level 3 - Unobservable inputs that are supported by little or no market activity, including the Company’s own assumptions in determining fair value. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company holds cash at major financial institutions that often exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company manages its credit risk associated with cash concentrations by concentrating its cash deposits in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The carrying value of cash approximates fair value. Historically, the Company has not experienced any losses due to such cash concentrations. The Company does not have any off-balance-sheet credit exposure related to its customers. Concentrations of credit risk with respect to trade account receivables are limited due to the large number of customers comprising the Company’s customer base. No single customer accounted for more than 10 % of total net sales or accounts receivable in 2021, 2020, and 2019. |
Accounts Receivable, Net and Contract Assets | Accounts Receivable, Net and Contract Assets Accounts receivable are stated at the amount management expects to collect from outstanding balances. Allowances for doubtful accounts are provided for those outstanding balances considered to be uncollectible based upon historical collection experience, changes in customer payment profiles, the aging of receivable balances, and management’s overall evaluation of the outstanding balances at year end. Balances that are still outstanding after management has made reasonable collection efforts are written off through a charge to the allowance for doubtful accounts. At December 31, 2021 and 2020, the allowance for doubtful accounts was $ 1.4 million and $ 0.9 million, respectively. Contract assets represent contractual rights to consideration in the future and are generated when contractual billing schedules differ from the timing of revenue recognition. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. If revenue is recognized in advance of the right to invoice, a contract asset (unbilled receivable) is recorded, which is included in accounts receivable, net in the consolidated balance sheets. |
Deferred Contract Costs | Deferred Contract Costs Certain sales commissions earned by the Company’s employees are considered incremental and recoverable costs of obtaining a contract with a customer. These sales commissions for initial and renewal contracts are capitalized and are included in current portion of deferred contract costs and deferred contract costs, net of current portion. Capitalized amounts also include the associated payroll taxes and other fringe benefits associated with the payments to the Company’s employees. Costs capitalized related to new revenue contracts are amortized on a straight-line basis over four years, which reflects the average period of benefit, including expected contract renewals. When determining the period of benefit, the Company primarily considered its initial estimated customer life, the technological life of the subscription license, as well as an estimated customer relationship period. Costs capitalized related to renewal contracts are amortized on a straight-line basis over 2 years, which reflects the average renewal period. Renewal contracts with a term of one year or less are expensed. The capitalized amounts are recoverable through future revenue streams under all non-cancellable customer contracts. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations. There were no impairments of these costs in the years ended December 31, 2021 or 2020. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. The assets are depreciated on a straight-line basis over the estimated useful lives as follows: Furniture and equipment 5 years Computers and software 3 years Leasehold improvements Lesser of the asset life or lease term Upon retirement or sale, the cost of assets disposed and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized as gain or loss on disposal of assets in the consolidated statements of operations. Major replacements and improvements are capitalized, while general repairs and maintenance are charged to expense as incurred. |
Advertising and Promotional Expenses | Advertising and Promotional Expenses The Company expenses advertising costs as incurred in accordance with ASC 720— Other Expenses – Advertising Cost . Advertising expenses of $ 0.9 million and $ 0.6 million for the years ended December 31, 2021 and 2020, respectively, and $0.2 million and $0.2 million for the periods from July 16, 2019 through December 31, 2019 (Successor) and from January 1, 2019 through July 15, 2019 (Predecessor), respectively, are included in sales and marketing expenses on the consolidated statements of operations. |
Software Development Costs | Software Development Costs The Company accounts for its software development costs in accordance with the guidance set forth in ASC 350-40— Intangibles – Goodwill and Other – Internal Use Software. The Company capitalizes costs to develop software for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized costs of $ 0.6 million and $ 0.1 million for the years ended December 31, 2021 and 2020, respectively, are included in property and equipment, net. Software development costs are amortized over a period of 3 years once in service. No software development costs were capitalized during the periods from July 16, 2019 to December 31, 2019 (Successor) or from January 1, 2019 through July 15, 2019 (Predecessor). |
Acquisitions | Acquisitions The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations . Each acquired company’s operating results are included in the Company’s consolidated financial statements starting on the date of acquisition. The Company allocates purchase consideration to the tangible and identifiable intangible assets acquired, and liabilities assumed based on their estimated fair values. The purchase price is determined based on the fair value of the assets transferred, liabilities assumed, and equity interests issued, after considering any transactions that are separate from the business combination. The excess of fair value of purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, acquired technology and acquired trade names, useful lives, royalty rates, and discount rates. The estimates are inherently uncertain and subject to revision as additional information is obtained during the measurement period for an acquisition, which may last up to one year from the acquisition date. During the measurement period, the Company may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with a corresponding offset to goodwill. After the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to earnings. In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items based upon the facts and circumstances that existed as of the acquisition date, with any revisions to the Company’s preliminary estimates being recorded to goodwill, provided that the timing is within the measurement period. Subsequent to the measurement period, changes to uncertain tax positions and tax related valuation allowances will be recorded to earnings. For any given acquisition, the Company may identify certain pre-acquisition contingencies. The Company estimates the fair value of such contingencies, which are included as part of the assets acquired or liabilities assumed, as appropriate. Differences from these estimates are recorded in the consolidated statement of operations in the period in which they are identified. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is calculated as the excess of the purchase consideration paid in the acquisition of a business over the fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized and is tested for impairment at the reporting unit level, at least annually, and more frequently if events or circumstances occur that would indicate a potential decline in fair value. A reporting unit is an operating segment or a component of an operating segment. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount, or it may elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or if the Company elects to bypass the qualitative assessment, management will perform a quantitative test by determining the fair value of the reporting unit. The estimated fair value of the reporting unit is based on a projected discounted cash flow model that includes significant assumptions and estimates, including the discount rate, growth rate, and future financial performance. Valuations of similarly situated public companies are also evaluated when assessing the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then a goodwill impairment loss is recognized for the difference. The Company performs its annual impairment assessment in the first month of the fourth quarter of each calendar year. Definite-lived intangible assets are amortized over their estimated useful lives, which represent the period over which the Company expects to realize economic value from the acquired asset(s), using the economic consumption method if anticipated future revenues can be reasonably estimated. The straight-line method is used when future revenues cannot be reasonably estimated. The following provides a summary of the estimated useful lives by category of asset. Customer relationships 14 – 15 years Technology 7 – 8 years Tradenames / trademark 17 – 19 years Data 1 – 4 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment and other long-lived assets, including definite-lived intangible assets and property and equipment, for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. If estimated undiscounted future cash flows expected to result from its use and eventual disposition are not expected to be adequate to recover the asset’s carrying value, an impairment charge is recorded for the excess of the asset’s carrying value over its estimated fair value. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of customer payments and billings in advance of revenue being recognized from the subscription services. If revenue has not yet been recognized, a contract liability (deferred revenue) is recorded. Deferred revenue that is anticipated to be recognized within the next 12 months is recorded as current portion of deferred revenue and the remaining portion is included in long term liabilities as deferred revenue on the consolidated balance sheets. |
Debt Issuance Costs | Debt Issuance Costs Costs incurred in connection with the issuance of long-term debt are deferred and amortized as interest expense over the terms of the related debt using the effective interest method for term debt and on a straight-line basis for revolving debt. To the extent that the debt is outstanding, these amounts are reflected in the consolidated balance sheets as direct deductions from the long-term portions of debt, except for the costs related to the Company’s revolving credit facilities, which are presented as a non-current asset on the consolidated balance sheets within other assets. Upon a refinancing or amendment, previously capitalized debt issuance costs are expensed and included in loss on extinguishment of debt, if the Company determines that there has been a substantial modification of the related debt. If the Company determines that there has not been a substantial modification of the related debt, any previously capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument. As of December 31, 2021 and 2020, the Company had $ 2.6 million and $ 10.9 million, respectively, of unamortized deferred financing costs related to its non-revolving credit facilities. |
Sales Tax | Sales Tax The Company’s revenues may be subject to local sales taxes in certain states, if applicable. It is the Company’s policy to treat all such taxes on a “net” basis, which means the charges for sales taxes to the Company’s customers are not included in revenues and the remittance of such taxes is not presented as an expense. |
Income Taxes | Income Taxes Definitive OpCo is taxed as a partnership. DH Holdings is a wholly owned subsidiary of Definitive OpCo and is treated as a disregarded entity for income tax purposes. Accordingly, for federal and state income tax purposes, income, losses, and other tax attributes not generated by the HSE or Monocl subsidiaries pass through to the Definitive OpCo members’ individual income tax returns. Definitive OpCo may be subject to certain taxes on behalf of its members in certain states. Definitive Healthcare Corp. was not subject to any federal income taxes for the years ended December 31, 2021, 2020, or 2019. HSE and the Monocl US subsidiaries are taxed as corporations. Accordingly, these entities account for income taxes by recognizing tax assets and liabilities for the cumulative effect of all the temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. The foreign tax provision pertains to foreign income taxes due at the Swedish Monocl subsidiaries. Deferred taxes for the HSE, Monocl US and Swedish subsidiaries are determined using enacted federal, state, or foreign income tax rates in effect in the year in which the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Definitive Healthcare Corp. is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of Definitive OpCo and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, we will also make payments under the Tax Receivable Agreement, which we expect to be significant. We anticipate that we will account for the income tax effects and corresponding Tax Receivable Agreement’s effects resulting from future taxable exchanges of LLC Units of Unitholders by us or Definitive OpCo by recognizing an increase in our deferred tax assets, based on enacted tax rates at the date of the purchase or exchange. Further, the Company accounts for amounts payable under the Tax Receivable Agreement in accordance with ASC 450— Contingencies . We will evaluate the likelihood that we will realize the benefit represented by the deferred tax asset and, to the extent that we estimate that it is more likely than not that we will not realize the benefit, we will reduce the carrying amount of the deferred tax asset with a valuation allowance. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the Tax Receivable Agreement will be estimated at the time of any purchase or exchange as a reduction to shareholders’ equity, and the effects of changes in any of our estimates after this date will be included in net income or loss. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income or loss. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will be realized and, when necessary, a valuation allowance is established. Under the provisions of ASC 740— Income Taxes , as it relates to accounting for uncertainties in tax positions, we recognize the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. For the tax years ended December 31, 2021, 2020 and 2019, we did not have any uncertain tax positions. |
Net Loss Per Share | Net Loss Per Share Net income or loss per share is computed in conformity with the two-class method required for participating securities. The two-class method of computing earnings per share is required for entities that have participating securities. The two-class method is an earnings allocation formula that determines earnings per share for participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which a net loss is recorded. Basic net income or loss per share is computed by dividing the net income or loss by the weighted-average number of common shares of the Company outstanding during the period. Diluted net income or loss per share is computed by giving effect to all potential shares, including exchangeable Definitive OpCo LLC Units and restricted stock units, to the extent dilutive. The Company uses the treasury stock method to calculate potentially dilutive shares, as if they were converted into Common Stock at the beginning of the period. Basic and diluted net income or loss per share was the same for the period presented as the inclusion of all potential shares outstanding would have been anti-dilutive. See Note 16. Net Loss Per Share for additional information on dilutive securities. |
Equity-based Compensation | Equity-based Compensation Equity instruments issued in exchange for services performed by officers, employees, consultants, and directors of the Company are accounted for using a fair-value based method, and the fair value of such equity instruments are recognized as expense in the consolidated statements of operations. The Company has issued restricted stock units ("RSUs"), the fair values of which are determined by the closing stock price on the date of grant, and prior to the IPO, issued profit interest units ("PIUs") to certain employees and officers with a return threshold that was set based on the fair value of the Company. For PIUs, fair value was determined 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 required the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. Equity-based compensation expense is measured at the grant date of the awards and is recognized on a straight-line basis over the requisite service periods, which is generally the vesting period of the respective award. For the units which had a performance condition, we recognized compensation expense based on the Company's assessment of the probability that the performance condition(s) would be achieved. Any related compensation expense was recognized when the probability of the event was likely and performance criteria were met. Forfeitures are recognized as they occur. The Company classifies equity-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified. |
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 JOBS Act of 2012, 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 1, 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 allowed 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 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. Due to the adoption of this guidance, the Company expects to recognize an operating right-of-use assets and operating lease liabilities of $ 12.0 million to $ 13.0 million and $ 13.5 million to $ 14.5 million, respectively, on the consolidated balance sheets as of the date of adoption. The difference between the right-of-use assets and lease liabilities on the accompanying consolidated balance sheets is primarily due to the accrual for lease payments as a result of straight-line lease expense and unamortized tenant incentive liability balances. The Company does not anticipate a material impact to opening retained earnings as a result of the adoption of the guidance. The adoption of this new guidance is not anticipated to have a material impact on the Company’s results of operations, cash flows, liquidity or the Company’s covenant compliance under its existing credit agreement. 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 this 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 statements. 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 the Company’s consolidated financial position or results of operations upon adoption. In October 2021, the FASB issued ASU No. 2021-08— Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This new accounting standard requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606— Revenue from Contracts with Customers . Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance with ASC 606, at fair value on the acquisition date. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The new accounting guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company plans to adopt this new accounting guidance effective January 1, 2022. The impact on the Company's consolidated financial statements will depend on the size and nature of future acquisitions. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant, and Equipment Depreciated on Straight - Line Basis | Property and equipment are stated at cost, net of accumulated depreciation and amortization. The assets are depreciated on a straight-line basis over the estimated useful lives as follows: Furniture and equipment 5 years Computers and software 3 years Leasehold improvements Lesser of the asset life or lease term |
Schedule of Estimated Useful Lives of the Assets | The following provides a summary of the estimated useful lives by category of asset. Customer relationships 14 – 15 years Technology 7 – 8 years Tradenames / trademark 17 – 19 years Data 1 – 4 years |
Acquisitions and Investments (T
Acquisitions and Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Summary of Transaction Transferred | The consideration transferred for the transaction is summarized as follows: (in thousands) Cash consideration $ 18,307 Equity issuance 25,439 Contingent consideration 2,600 Purchase price $ 46,346 |
Schedule of Business Acquisition, Pro Forma Information | Unaudited Pro Forma Supplementary Data (in thousands) Year Ended Year Ended Revenue $ 122,333 $ 87,157 Net loss ( 58,350 ) ( 97,134 ) |
Monocl | |
Business Acquisition [Line Items] | |
Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired | The final allocation of the acquisition-date fair values of assets and liabilities pertaining to this business combination as of December 31, 2020, was as follows: (in thousands) October 27, 2020 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 |
Definitive Opco [Member] | |
Business Acquisition [Line Items] | |
Summary of Transaction Transferred | The consideration transferred for the transaction is summarized as follows: (in thousands) Cash consideration $ 1,129,346 Common units issued 570,266 Purchase price $ 1,699,612 |
Schedule of Business Acquisition, Pro Forma Information | Unaudited Pro Forma Supplementary Data (in thousands) Year Ended Revenue $ 84,122 Net loss ( 92,228 ) |
Reconciles the Purchase Price to the Capital Contribution | The following table reconciles the purchase price to the capital contribution made by Sponsor as July 16, 2019: (in thousands) Total purchase price $ 1,699,612 Transaction costs paid from proceeds 4,004 Less Debt Financing 436,359 Capital Contribution $ 1,267,257 |
Advent I X Fund [Member] | |
Business Acquisition [Line Items] | |
Schedule of final allocation of acquisition date fair value of assets and liabilities | The purchase accounting for the Advent Acquisition was finalized as of July 16, 2020. The final allocation of the acquisition date fair values of assets and liabilities pertaining to this business combination as of July 16, 2020 was as follows: Predecessor Successor Company (in thousands) Carrying Fair Value Final Cash $ 17,058 $ — $ 17,058 Accounts receivable 12,747 — 12,747 Deferred contract costs 5,735 ( 5,735 ) — Prepaid expenses and other current assets 1,539 150 1,689 Other assets 49 — 49 Property and equipment 2,201 — 2,201 Intangible assets 19,108 456,292 475,400 Accounts payable and accrued expenses ( 5,477 ) 684 ( 4,793 ) Deferred revenue ( 38,278 ) 6,278 ( 32,000 ) Total assets acquired and liabilities assumed 14,682 457,669 472,351 Goodwill $ 82,767 $ 1,144,494 1,227,261 Total purchase price $ 1,699,612 The adjustments set forth in the following consolidated balance sheet as of July 15, 2019, reflect the effect of the Debt Financing and Finance Merger (reflected in the column “Debt Financing / Finance Merger”), and the fair value adjustments to assets acquired and liabilities assumed, as a result of the purchase accounting, in connection with the Advent Acquisition (reflected in the column “Fair Value Adjustments”): (in thousands) Predecessor Debt Fair Value Successor Cash $ 17,058 $ — $ — $ 17,058 Accounts receivable 12,747 — — 12,747 Prepaid expenses and other current assets 1,539 16 150 1,705 Deferred contract costs 5,735 — ( 5,735 ) — Property and equipment 2,201 — — 2,201 Intangible assets 19,108 — 456,292 475,400 Goodwill 82,767 — 1,144,494 1,227,261 Other assets 49 14,589 — 14,638 Total assets $ 141,204 $ 14,605 $ 1,595,201 $ 1,751,010 Accounts payable and accrued expenses $ 5,477 $ 10,407 $ ( 684 ) $ 15,200 Deferred revenue 38,278 — ( 6,278 ) 32,000 Term Loan — 436,553 — 436,553 Total liabilities 43,755 446,960 ( 6,962 ) 483,753 Members’ Capital 97,449 ( 432,355 ) 1,602,163 1,267,257 Total liabilities and equity $ 141,204 $ 14,605 $ 1,595,201 $ 1,751,010 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021 and 2020 (Successor) and the periods from July 16, 2019 to December 31, 2019 (Successor) and January 1, 2019 to July 15, 2019 (Predecessor). Successor Company Predecessor Company Period from Period from Year Ended December 31, July 16, 2019 to January 1, 2019 to (in thousands) 2021 2020 December 31, 2019 July 15, 2019 Platform subscriptions $ 164,564 $ 117,080 $ 39,872 $ 45,244 Professional services 1,590 1,237 173 214 Total revenue $ 166,154 $ 118,317 $ 40,045 $ 45,458 |
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: Year Ended December 31, (in thousands) 2021 2020 Accounts receivables, net $ 43,336 $ 33,108 Deferred contract costs 6,880 2,947 Long-term deferred contract costs 11,667 5,952 Deferred revenues 84,023 61,200 Deferred Contract Costs A summary of the activity impacting the deferred contract costs during the years ended December 31, 2021 and 2020 is presented below: Year Ended December 31, (in thousands) 2021 2020 Balance at beginning of period $ 8,899 $ 2,885 Costs amortized ( 4,792 ) ( 1,670 ) Additional amounts deferred 14,440 7,684 Balance at end of period $ 18,547 $ 8,899 Classified as: Current 6,880 2,947 Non-current 11,667 5,952 Total deferred contract costs (deferred commissions) $ 18,547 $ 8,899 |
Summary of Deferred Revenue Balances | A summary of the activity impacting deferred revenue balances during the years ended December 31, 2021 and 2020 is presented below: Year Ended December 31, (in thousands) 2021 2020 Balance at beginning of period $ 61,200 $ 46,125 Revenue recognized ( 166,154 ) ( 118,317 ) Additional amounts deferred 188,977 133,392 Balance at end of period $ 84,023 $ 61,200 |
Summary of Remaining Performance Obligation | The remaining performance obligations consisted of the following: (in thousands) December 31, December 31, Current $ 155,134 $ 114,284 Noncurrent 95,354 58,250 Total $ 250,488 $ 172,534 |
Accounts Receivable (Table)
Accounts Receivable (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following: (in thousands) December 31, December 31, Accounts receivable $ 44,303 $ 33,635 Unbilled receivable 430 329 $ 44,733 $ 33,964 Less: allowance for doubtful accounts ( 1,397 ) ( 856 ) Accounts receivable, net $ 43,336 $ 33,108 |
Property and Equipment (Table)
Property and Equipment (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: (in thousands) December 31, December 31, Computers and software $ 4,744 $ 3,141 Furniture and equipment 1,580 1,109 Leasehold improvements 3,348 1,781 Construction in process — 128 $ 9,672 $ 6,159 Less: accumulated depreciation and amortization ( 4,603 ) ( 2,911 ) Property and equipment, net $ 5,069 $ 3,248 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The carrying amounts of goodwill and intangible assets, as of December 31, 2021 and 2020, consist of the following: December 31, 2021 (in thousands) Gross Carrying Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 370,030 $ ( 92,942 ) $ 277,088 Developed technologies 51,100 ( 17,475 ) 33,625 Tradenames 35,500 ( 5,034 ) 30,466 Data 43,080 ( 31,789 ) 11,291 Total finite-lived intangible assets 499,710 ( 147,240 ) 352,470 Goodwill 1,261,444 — 1,261,444 Total goodwill and Intangible assets $ 1,761,154 $ ( 147,240 ) $ 1,613,914 December 31, 2020 (in thousands) Gross Carrying 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 Data 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 |
Schedule of Future Amortization Expense | Estimated total intangible amortization expense during the next five years and thereafter is as follows: (in thousands) 2022 $ 53,760 2023 45,816 2024 42,592 2025 38,381 2026 31,930 Thereafter 139,991 Total $ 352,470 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long Term Debt [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following as of December 31, 2021 and 2020, respectively: December 31, 2021 (in thousands) Principal Unamortized debt Total debt, net 2021 Term Loan $ 273,282 $ ( 2,599 ) $ 270,683 Less: current portion of long-term debt 6,875 Long-term debt $ 263,808 December 31, 2020 (in thousands) Principal Unamortized debt Total debt, net 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 |
Schedule of Debt | The expected future principal payments as of December 31, 2021 are as follows: (in thousands) 2022 $ 6,875 2023 8,594 2024 13,750 2025 13,750 2026 230,313 $ 273,282 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Abstract] | |
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): Year ended December 31, (in thousands) 2021 2020 Balance at beginning of period $ 5,236 $ — Additions — 2,600 Net change in fair value and other adjustments 3,764 2,636 Payments ( 1,500 ) — Balance at end of period $ 7,500 $ 5,236 |
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 December 31, 2020: (fair value in thousands) Fair Value Valuation Technique Unobservable Inputs Discount Rate Earn-out liabilities $ 5,236 Income Approach (Real Option Method) Discount rate 6.50 % |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable And Accrued Liabilities Current [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Payroll and payroll-related $ 10,311 $ 7,792 Accrued interest — 5,365 Contingent consideration, current 7,500 1,500 Sales taxes 1,785 649 Deferred rent 91 583 Other 2,971 1,432 Accrued expenses and other current liabilities $ 22,658 $ 17,321 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum future Rental Payments | Minimum future rental payments are expected to be as follows for each of the years ending December 31: (in thousands) 2022 $ 3,120 2023 1,895 2024 2,282 2025 2,174 2026 2,165 Thereafter 4,805 $ 16,441 |
Schedule of Estimated Annual Minimum Purchase Commitments | The Company also enters into other purchase obligations in the normal course of doing business. The estimated annual minimum purchase commitments under those agreements were as follows for each of the years ending December 31: (in thousands) 2022 $ 6,113 2023 6,729 2024 5,659 2025 3,451 $ 21,952 |
Stockholders' Equity and Memb_2
Stockholders' Equity and Members' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Members Equity [Abstract] | |
Schedule of Stock by Class | The table below provides a summary of the number of Units authorized, issued and outstanding as of December 31, 2020: December 31, 2020 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 In |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: July 16, 2019 to December 31, 2019 September 15, 2021 December 31, 2020 (Successor) Expected option term 0.30 - 0.70 years 5.5 years 5.5 years Risk-free rate of return 0.01 % - 0.06 % 1.73 % 1.73 % Applied volatility 30 % 35 % 35 % |
Summary of Equity Based Compensation Expense Recognized | . A summary of the expense by line item in the consolidated statements of operations for the years ended December 31, 2021 and 2020, and for the periods from July 16, 2019 through December 31, 2019 (Successor) and January 1, 2019 through July 15, 2019 (Predecessor), is provided in the following table. Successor Company Predecessor Company Period from Period from Year ended December 31, July 16, 2019 to January 1, 2019 to 2021 2020 December 31, 2019 July 15, 2019 Cost of revenue $ 277 $ 62 $ 28 $ 256 Sales and marketing 1,930 473 213 4,252 Product development 1,070 356 126 665 General and administrative 6,680 856 377 634 Total equity-based compensation expense $ 9,957 $ 1,747 $ 744 $ 5,807 |
Restricted Stock [Member] | |
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 12 months ended December 31, 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 1,965,477 $ 32.50 164,351 $ 27.00 Vested — $ - — $ - Forfeited ( 29,578 ) $ 27.00 — $ - Unvested at end of period 1,935,899 $ 32.59 164,351 $ 27.00 |
IPO | |
Schedule of Company’s Unvested Time-Based and Performance-Based Unit Activity | The following table summarizes the Company's unvested time- and performance-based unit activity from January 1, 2020 through December 31, 2021: Time-based Performance-based 2019 Plan Non-Vested Weighted Non-Vested Weighted 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 ( 108,370 ) 2.59 — — Forfeited ( 81,286 ) 2.57 — — Non-vested at December 31, 2021 2,756,406 $ 2.02 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule Components Of Income Before Income Taxes | U.S. and foreign components of income before income taxes were as follows: Successor Company Predecessor Company Period from Period from Year Ended December 31, July 16, 2019 to January 1, 2019 to (in thousands) 2021 2020 December 31, 2019 July 15, 2019 Domestic $ ( 56,597 ) $ ( 49,610 ) $ ( 49,266 ) $ 12,868 Foreign ( 3,985 ) ( 1,547 ) — — Loss before income taxes $ ( 60,582 ) $ ( 51,157 ) $ ( 49,266 ) $ 12,868 |
Schedule of Components of Income Tax Provision | The components of the provision for income taxes are as follows: Successor Company Predecessor Company Period from Period from Year Ended December 31, July 16, 2019 to January 1, 2019 to (in thousands) 2021 2020 December 31, 2019 July 15, 2019 Current income taxes: U.S. federal $ ( 7 ) $ 10 $ — $ — U.S. state and local — 1 — — Total current income taxes $ ( 7 ) $ 11 $ — $ — Deferred income taxes: U.S. federal $ 369 $ 58 $ — $ — U.S. state and local 313 ( 7 ) — 49 Total deferred income taxes $ 682 $ 51 $ — $ 49 Income tax expense $ 675 $ 62 $ — $ 49 |
Schedule of Reconciliation of the Statutory Federal Income Tax Rate to Income Tax Rate | The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and our effective rate were as follows: Successor Company Predecessor Company Period from Period from Year Ended December 31, July 16, 2019 to January 1, 2019 to (in thousands) 2021 2020 December 31, 2019 July 15, 2019 Expected U.S. federal income taxes at statutory rate 21.00 % 21.00 % 21.00 % — % Partnership income, not subject to taxation ( 19.44 ) ( 27.55 ) ( 18.27 ) 0.01 Change in valuation allowance ( 3.51 ) 0.60 — — Permanent differences ( 0.36 ) ( 0.98 ) ( 2.73 ) — Other 1.20 6.81 — 0.37 Effective income tax rate ( 1.11 ) % ( 0.12 ) % 0.00 % 0.38 % |
Schedule of Components of Deferred Tax Assets And Liabilities | The components of deferred tax assets and liabilities were as follows: Year Ended December 31, (in thousands) 2021 2020 Deferred income tax assets: Net operating loss carry forwards $ 38,540 $ 1,517 Outside partnership basis difference 44,291 — Tax receivable agreement 5,329 — Other 824 74 Deferred income tax assets 88,984 1,591 Less valuation allowance ( 164,394 ) ( 1,430 ) Deferred income tax assets, net of valuation allowance $ ( 75,410 ) $ 161 Deferred income tax liabilities: Goodwill and intangibles $ ( 91 ) $ — Deferred revenue and advances ( 229 ) — Deferred income tax liabilities ( 320 ) — Net deferred tax assets (liabilities) $ ( 75,730 ) $ 161 Year Ended December 31, (in thousands) 2021 2020 Reported as: Non-current deferred tax assets $ 158 $ 161 Non-current deferred tax liabilities ( 75,888 ) — Net deferred tax assets (liabilities) $ ( 75,730 ) $ 161 |
Loss Per Share (Table)
Loss Per Share (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following table sets forth the reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of Class A Common Stock for the year-ended December 31, 2021. (in thousands) Year Ended Numerator: Net loss $ ( 61,257 ) Less: Net loss attributable to Definitive OpCo before Reorganization Transactions ( 33,343 ) Less: Net loss attributable to noncontrolling interests ( 10,237 ) Net loss attributable to Definitive Healthcare Corp. $ ( 17,677 ) The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock: (in thousands, except number of shares and per share amounts) Year Ended Basic and diluted net loss per share attributable to common stockholders Numerator: Allocation of net loss attributable to Definitive Healthcare Corp. $ ( 17,677 ) Denominator: Weighted average number of shares of Class A common stock outstanding 91,916,151 Net loss per share, basic and diluted $ ( 0.19 ) |
Schedule of Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following securities were excluded from the computation of diluted net loss per share for the period presented because their effect on net loss per share would have been anti-dilutive: Year Ended Definitive OpCo Units (vested and unvested) 58,244,627 Restricted Stock Units 2,100,250 |
Segment and Geographic Data (Ta
Segment and Geographic Data (Table) | 12 Months Ended |
Dec. 31, 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: Successor Company Predecessor Company Period from Period from Year Ended December 31, July 16, 2019 to January 1, 2019 to (in thousands) 2021 2020 December 31, 2019 July 15, 2019 United States $ 158,727 $ 117,755 $ 40,045 $ 45,458 Rest of world 7,427 562 — — Total revenues $ 166,154 $ 118,317 $ 40,045 $ 45,458 |
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) December 31, 2021 December 31, 2020 United States $ 4,705 $ 3,120 Rest of world 364 128 Total long-lived assets $ 5,069 $ 3,248 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Nov. 22, 2021 | Sep. 17, 2021 | Dec. 31, 2021 | Jul. 16, 2019 |
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 | |||
Fee and Expense | $ 11.4 | |||
Common Class A | ||||
Issuance of Class A common stock in IPO net of costs, Share | 17,888,888 | |||
Share Price | $ 27 | |||
Proceeds from Issuance Initial Public Offering | $ 452.8 | |||
Repurchase of share, Shares | 2,497,288 | |||
Follow-On Offering [Member] | Common Class A | ||||
Issuance of Class A common stock in IPO net of costs, Share | 11,000,000 | |||
Share Price | $ 36 | |||
Proceeds from Issuance Initial Public Offering | $ 382.1 | |||
Definitive Opco [Member] | ||||
Issued and Outstanding units | $ 1,700 | |||
Definitive Opco [Member] | Follow-On Offering [Member] | ||||
Acquisition of Limited Liability Company (LLC) | 7,000,000 | |||
Purchase Of Limited Liability Company (LLC) Unit | 1,766,762 | |||
Fee and Expense | $ 1.6 | |||
Definitive Opco [Member] | Follow-On Offering [Member] | Common Class A | ||||
Repurchase of share, Shares | 2,233,238 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Disclosure - Summary of Significant Accounting Policies - Additional Information (Details) [Line Items] | ||
Percentage of net sales or account receivable | 10 | 10 |
Allowance for Doubtful Accounts | $ 1,400 | $ 900 |
Deferred contract costs | 6,880 | 2,947 |
Other Deferred Costs, Net | 2,600 | 10,900 |
Capitalized Contract, Impairment Cost | 0 | 0 |
Advertising Expense | 900 | 600 |
Capitalized Computer Software, Net | 600 | 100 |
Revenue recognized | 166,154 | 118,317 |
Operating right-of-use assets | 12,000 | 13,000 |
Operating lease liabilities | $ 13,500 | $ 14,500 |
Maximum [Member] | ||
Disclosure - Summary of Significant Accounting Policies - Additional Information (Details) [Line Items] | ||
Term Of Subscription Contracts | 3 years | |
Minimum [Member] | ||
Disclosure - Summary of Significant Accounting Policies - Additional Information (Details) [Line Items] | ||
Term Of Subscription Contracts | 1 year |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property, Plant, and Equipment Depreciated on Straight - Line Basis (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Net | 5 years |
Computers and Software [Member] | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Net | 3 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Leasehold improvements | Lesser of the asset life or lease term |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 14 years |
Minimum [Member] | Technology [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 7 years |
Minimum [Member] | Data [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 1 year |
Minimum [Member] | Trademarks And Trade Names [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 17 years |
Maximum [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 15 years |
Maximum [Member] | Technology [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 8 years |
Maximum [Member] | Data [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 4 years |
Maximum [Member] | Trademarks And Trade Names [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 19 years |
Condensed Income Statement (Det
Condensed Income Statement (Details) - USD ($) $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gross profit | $ 26,763 | $ 40,130 | $ 125,465 | $ 87,849 | |
Sales and marketing | 10,814 | 16,039 | 56,387 | 34,332 | |
Total operating expenses | 57,825 | 27,097 | 150,446 | 102,294 | |
(Loss) Income from operations | (31,062) | 13,033 | (24,981) | (14,445) | |
Net loss attributable to Definitive Healthcare Corp. | $ (49,266) | $ 0 | $ 12,868 | $ (17,677) | $ (51,157) |
Consolidated Changes in Member'
Consolidated Changes in Member's Equity and Total Equity (Details) - USD ($) $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | 42 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||||||
Beginning Balance | $ 97,449 | $ 73,827 | $ 1,195,563 | $ 1,216,240 | ||
Net Income Loss | (49,266) | 0 | $ 12,868 | (17,677) | (51,157) | |
Distributions to members | 6,492 | 468 | 989 | 2,940 | ||
contributions | 3,997 | 1,267,257 | 5,500 | 31,804 | $ 1,267,257 | |
Equity-based compensation | 744 | 5,807 | 300 | 1,747 | ||
Comprehensive loss | 0 | 0 | (17,626) | (131) | ||
Ending Balance | $ 1,216,240 | $ 97,449 | $ 97,449 | $ 1,503,262 | $ 1,195,563 | $ 1,216,240 |
Acquisitions and Investments -
Acquisitions and Investments - Additional Information (Details) | Dec. 22, 2021USD ($) | Oct. 27, 2020USD ($) | Jul. 31, 2020USD ($) | Dec. 02, 2019USD ($) | Jul. 16, 2019USD ($) | Jan. 15, 2019USD ($) | Dec. 31, 2019USD ($) | Jul. 15, 2019USD ($) | Jul. 15, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||||||
Investment | $ 40,000,000 | ||||||||||||
Purchase price | $ 1,699,612,000 | $ 46,346,000 | |||||||||||
Cash consideration | $ 18,300,000 | 18,307,000 | |||||||||||
Equity issuance | 25,400,000 | 25,439,000 | |||||||||||
Contingent consideration | 15,000,000 | 2,600,000 | |||||||||||
Fair value of the contingent consideration | 2,600,000 | 7,500,000 | $ 5,200,000 | ||||||||||
Business combination,deferred revenue | $ 32,000,000 | 1,400,000 | $ 38,278,000 | $ 38,278,000 | $ 1,400,000 | $ 1,400,000 | |||||||
Business combination, Acquisition related costs | 4,004,000 | ||||||||||||
Revenue | 40,045,000 | 45,458,000 | 166,154,000 | 118,317,000 | |||||||||
Net Income Loss | (49,266,000) | 0 | 12,868,000 | (17,677,000) | (51,157,000) | ||||||||
Adjustments to amortization expense | 33,400,000 | ||||||||||||
Interest expense | 1,500,000 | 2,100,000 | 21,000,000 | ||||||||||
Other Asset Impairment Charges | 0 | ||||||||||||
Purchase option ownership percentage | 65.00% | ||||||||||||
Long Term Debt | 273,282,000 | ||||||||||||
Debt Financing | 436,359,000 | ||||||||||||
Amortization Of Intangible Assets | $ 30,617,000 | 2,042,000 | 58,196,000 | 58,429,000 | |||||||||
Accounts receivable | 12,747,000 | 12,747,000 | 12,747,000 | ||||||||||
Accounts payable and accrued expenses | $ 300,000 | 15,200,000 | 5,477,000 | $ 5,477,000 | |||||||||
Call Option Member | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Stock Issued During Period Value Stock Options Exercised | $ 65,000,000 | ||||||||||||
Option Indexed To Issuers Equity Settlement Alternatives Cash At Fair Value | $ 7,300,000 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Preferred Stock Convertible Conversion Ratio | 0.35 | ||||||||||||
Option Indexed To Issuers Equity Settlement Alternatives Cash At Fair Value | $ 32,700,000 | ||||||||||||
Series B Preferred Stock [Member] | Purchase Option [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Option Indexed To Issuers Equity Settlement Alternatives Cash At Fair Value | $ 40,000,000 | ||||||||||||
2019 Term Loan [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash consideration | $ 6,900,000 | $ 1,100,000,000 | |||||||||||
Interest expense | $ 100,000 | ||||||||||||
Monocl Holding Company [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Fair value of the contingent consideration | 2,600,000 | ||||||||||||
Business combination,deferred revenue | $ 2,900,000 | ||||||||||||
Weighted average amortization period | 14 years | ||||||||||||
Business combination, Acquisition related costs | $ 400,000 | 400,000 | |||||||||||
Revenue | 1,200,000 | ||||||||||||
Net Income Loss | 1,600,000 | ||||||||||||
Adjustments to amortization expense | 800,000 | ||||||||||||
Interest expense | 1,000,000 | ||||||||||||
Advent I X Fund | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase price | 1,700,000,000 | ||||||||||||
Cash consideration | 1,100,000,000 | ||||||||||||
Equity issuance | $ 570,300,000 | ||||||||||||
ownership percentage of legal entities, description | Advent IX Funds owns 100% of the outstanding units of AIDH Holdings. AIDH Holdings owns 55% of the outstanding units of Definitive OpCo, with the remaining interests (45%) issued to the prior owners of Definitive Holdco as rollover units. Definitive OpCo owns 100% of outstanding units of AIDH Buyer. Upon acquisition, AIDH Buyer owns 100% of Definitive Holdco. | ||||||||||||
Goodwill, Transfers | $ 1,100,000,000 | ||||||||||||
Amortization Of Intangible Assets | 456,300,000 | ||||||||||||
Deferred (Gain) Loss on Discontinuation of Fair Value Hedge | 32,000,000 | ||||||||||||
A I D H Holdings | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Loans Payable | 450,000,000 | ||||||||||||
Term loan payable drawn | 100,000,000 | ||||||||||||
Definitive Holdco | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase price | 1,300,000,000 | ||||||||||||
Cash consideration | 697,000,000 | ||||||||||||
Equity issuance | 570,300,000 | ||||||||||||
Revenue | 45,500,000 | 116,900,000 | 40,000,000 | ||||||||||
Net Income Loss | $ 12,900,000 | 49,900,000 | $ 49,200,000 | ||||||||||
Debt Financing | $ 432,400,000 | ||||||||||||
Definitive Opco [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash consideration | $ 6,900,000 | ||||||||||||
Ownership interest (as a percent) | 100.00% | 63.60% | |||||||||||
Trademarks [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 1,400,000 | ||||||||||||
Trademarks [Member] | Monocl Holding Company [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 1,400,000 | ||||||||||||
Customer relationships | 19 years | ||||||||||||
Trade Names [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 32,700,000 | ||||||||||||
Trade Names [Member] | Monocl Holding Company [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted average amortization period | 17 years | ||||||||||||
Trade Names [Member] | Advent I X Fund | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 34,100,000 | ||||||||||||
Weighted average amortization period | 22 years | ||||||||||||
Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 11,900,000 | $ 340,800,000 | |||||||||||
Customer Relationships [Member] | Monocl Holding Company [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 11,900,000 | ||||||||||||
Weighted average amortization period | 15 years | ||||||||||||
Customer Relationships [Member] | Advent I X Fund | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 358,000,000 | ||||||||||||
Weighted average amortization period | 15 years | ||||||||||||
Data [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 3,000,000 | $ 34,300,000 | |||||||||||
Data [Member] | Monocl Holding Company [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 3,000,000 | ||||||||||||
Weighted average amortization period | 3 years | ||||||||||||
Data [Member] | Advent I X Fund | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 34,800,000 | ||||||||||||
Weighted average amortization period | 3 years | ||||||||||||
Technology [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 2,600,000 | $ 48,500,000 | |||||||||||
Technology [Member] | Monocl Holding Company [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 2,600,000 | ||||||||||||
Weighted average amortization period | 8 years | ||||||||||||
Technology [Member] | Advent I X Fund | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 48,500,000 | ||||||||||||
Weighted average amortization period | 10 years | ||||||||||||
Goodwill [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | $ 28,300,000 | ||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Potential payouts range, Low | $ 0 | 0 | |||||||||||
Potential payouts range, High | $ 10,000,000 | 5,000,000 | |||||||||||
HIMSS Acquisition [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase price | $ 29,800,000 | ||||||||||||
Business combination,deferred revenue | 2,000,000 | ||||||||||||
Goodwill, Transfers | 19,100,000 | ||||||||||||
Amortization Of Intangible Assets | 11,400,000 | ||||||||||||
Accounts receivable | $ 1,300,000 | ||||||||||||
H S E Acquisition | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase price | 6,800,000 | ||||||||||||
Cash consideration | 2,800,000 | ||||||||||||
Equity issuance | 4,000,000 | ||||||||||||
Business combination,deferred revenue | 300,000 | ||||||||||||
Goodwill, Transfers | 5,900,000 | ||||||||||||
Amortization Of Intangible Assets | 1,200,000 | ||||||||||||
Accounts receivable | 100,000 | ||||||||||||
Deferred Tax Assets, Deferred Income | $ 200,000 | ||||||||||||
2019 Acquisitions [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Acquisition, Description of Acquired Entity | On July 16, 2019, Advent entered into an agreement with Definitive Holdco (the “Agreement”) to, among other things, acquire 100% of its issued and outstanding units | ||||||||||||
Minimum [Member] | Monocl Holding Company [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase price | 46,300,000 | ||||||||||||
Minimum [Member] | Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Customer relationships | 14 years | ||||||||||||
Minimum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Annual Recurring Revenue | $ 12,000,000 | 8,500,000 | |||||||||||
Maximum [Member] | Monocl Holding Company [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase price | $ 60,000,000 | ||||||||||||
Maximum [Member] | Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Customer relationships | 15 years | ||||||||||||
Maximum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Annual Recurring Revenue | $ 16,000,000 | $ 9,500,000 | |||||||||||
Revolving Credit Facility [Member] | A I D H Holdings | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Long Term Debt | $ 25,000,000 |
Acquisitions and Investments _2
Acquisitions and Investments - Summary of Transaction Transferred (Details) - USD ($) $ in Thousands | Oct. 27, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2019 |
Business Combinations [Abstract] | ||||
Cash consideration | $ 18,300 | $ 18,307 | ||
Equity issuance | 25,400 | 25,439 | ||
Contingent consideration | $ 15,000 | 2,600 | ||
Purchase price | $ 1,699,612 | $ 46,346 | ||
Cash consideration | $ 1,129,346 | |||
Common units issued | 570,266 | |||
Purchase price | $ 1,699,612 |
Acquisitions and Investments _3
Acquisitions and Investments - Reconciles the purchase price to the capital contribution (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | 42 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | |||||
Total Purchase Price | $ 1,699,612 | $ 46,346 | |||
Transaction costs paid from proceeds | 4,004 | ||||
Debt Financing | $ 436,359 | ||||
Capital Contribution | $ 3,997 | $ 1,267,257 | $ 5,500 | $ 31,804 | $ 1,267,257 |
Acquisition and investments - S
Acquisition and investments - Schedule of final allocation of acquisition date fair values of assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 02, 2019 | Jul. 16, 2019 | Jul. 15, 2019 |
Business Acquisition [Line Items] | ||||
Cash | $ 17,058 | $ 17,058 | ||
Accounts receivable | 12,747 | 12,747 | ||
Deferred contract costs | 0 | 5,735 | ||
Prepaid expenses and other current assets | 1,705 | 1,539 | ||
other assets | 14,638 | 49 | ||
Property and equipment | 2,201 | 2,201 | ||
Intangible assets | 475,400 | 19,108 | ||
Accounts payable and accrued expenses | $ 300 | 15,200 | 5,477 | |
Deferred revenue | $ (1,400) | (32,000) | (38,278) | |
Goodwill | 1,227,261 | 82,767 | ||
Total assets | 1,751,010 | 141,204 | ||
term loan | 436,553 | 0 | ||
Total liabilities | 483,753 | 43,755 | ||
Members capital | 1,267,257 | 97,449 | ||
Total liability and equity | 1,751,010 | 141,204 | ||
Advent | ||||
Business Acquisition [Line Items] | ||||
Cash | 17,058 | 17,058 | ||
Accounts receivable | 12,747 | 12,747 | ||
Deferred contract costs | 5,735 | |||
Prepaid expenses and other current assets | 1,689 | 1,539 | ||
other assets | 49 | 49 | ||
Property and equipment | 2,201 | 2,201 | ||
Intangible assets | 475,400 | 19,108 | ||
Accounts payable and accrued expenses | 4,793 | 5,477 | ||
Deferred revenue | (32,000) | (38,278) | ||
Total assets acquired and liabilities assumed | 472,351 | 14,682 | ||
Goodwill | 1,227,261 | 82,767 | ||
Total purchase price | $ 1,699,612 | |||
Adjustment | ||||
Business Acquisition [Line Items] | ||||
Cash | 0 | |||
Accounts receivable | 0 | |||
Deferred contract costs | (5,735) | |||
Prepaid expenses and other current assets | 150 | |||
other assets | 0 | |||
Property and equipment | 0 | |||
Intangible assets | 456,292 | |||
Accounts payable and accrued expenses | (684) | |||
Deferred revenue | 6,278 | |||
Goodwill | 1,144,494 | |||
Total assets | 1,595,201 | |||
term loan | 0 | |||
Total liabilities | (6,962) | |||
Members capital | 1,602,163 | |||
Total liability and equity | 1,595,201 | |||
Adjustment | Advent | ||||
Business Acquisition [Line Items] | ||||
Cash | ||||
Accounts receivable | ||||
Deferred contract costs | (5,735) | |||
Prepaid expenses and other current assets | 150 | |||
other assets | ||||
Property and equipment | ||||
Intangible assets | 456,292 | |||
Accounts payable and accrued expenses | 684 | |||
Deferred revenue | (6,278) | |||
Total assets acquired and liabilities assumed | 457,669 | |||
Goodwill | 1,144,494 | |||
Debt Financing and Finance Merger | ||||
Business Acquisition [Line Items] | ||||
Cash | 0 | |||
Accounts receivable | 0 | |||
Deferred contract costs | 0 | |||
Prepaid expenses and other current assets | 16 | |||
other assets | 14,589 | |||
Property and equipment | 0 | |||
Intangible assets | 0 | |||
Accounts payable and accrued expenses | 10,407 | |||
Deferred revenue | 0 | |||
Goodwill | 0 | |||
Total assets | 14,605 | |||
term loan | 436,553 | |||
Total liabilities | 446,960 | |||
Members capital | (432,355) | |||
Total liability and equity | $ 14,605 |
Acquisitions and Investments _4
Acquisitions and Investments - Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired (Details) - USD ($) $ in Thousands | Oct. 27, 2020 | Dec. 31, 2019 | Dec. 02, 2019 | Jul. 16, 2019 | Jul. 15, 2019 |
Business Acquisition [Line Items] | |||||
Cash | $ 17,058 | $ 17,058 | |||
Accounts receivable | 12,747 | 12,747 | |||
Prepaid expenses and other current assets | 1,705 | 1,539 | |||
Property and equipment | 2,201 | 2,201 | |||
Intangible assets | 475,400 | 19,108 | |||
Accounts payable and accrued expenses | $ (300) | (15,200) | (5,477) | ||
Deferred revenue | $ (1,400) | (32,000) | (38,278) | ||
Goodwill | $ 1,227,261 | $ 82,767 | |||
Monocl | |||||
Business Acquisition [Line Items] | |||||
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 |
Acquisitions and Investments _5
Acquisitions and Investments - Schedule of Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Revenue | $ 84,122 | |
Net loss | (92,228) | |
2019 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 87,157 | |
Net loss | $ (97,134) | |
2020 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 122,333 | |
Net loss | $ (58,350) |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 40,045 | $ 45,458 | $ 166,154 | $ 118,317 |
Platform Subscriptions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 39,872 | 45,244 | 164,564 | 117,080 |
Professional Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 173 | $ 214 | $ 1,590 | $ 1,237 |
Revenue - Summary of Receivable
Revenue - Summary of Receivables, Deferred Contract Costs and Contract Liabilities from Contract with Customers (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue From Contract With Customer [Abstract] | ||
Accounts receivable, net | $ 43,336 | $ 33,108 |
Deferred contract costs | 6,880 | 2,947 |
Long-term deferred contract costs | 11,667 | 5,952 |
Deferred revenue | $ 84,023 | $ 61,200 |
Revenue - Summary of Deferred C
Revenue - Summary of Deferred Contract Costs (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Additional amounts deferred | $ 188,977 | $ 133,392 | ||
Deferred contract costs, net of current portion | 11,667 | 5,952 | ||
Deferred contract costs | $ (3,075) | $ (2,239) | (14,441) | (7,685) |
Deferred Contract Costs | ||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Balance at beginning of period | 2,885 | 18,547 | 8,899 | |
Costs amortized | (4,792) | (1,670) | ||
Additional amounts deferred | 14,440 | 7,684 | ||
Balance at end of period | $ 2,885 | 18,547 | 8,899 | |
Deferred contract costs, net of current portion | 6,880 | 2,947 | ||
Non-current | 11,667 | 5,952 | ||
Deferred contract costs | $ 18,547 | $ 8,899 |
Revenue - Summary of Deferred R
Revenue - Summary of Deferred Revenue Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | ||
Balance at beginning of period | $ 61,200 | $ 46,125 |
Revenue recognized | (166,154) | (118,317) |
Additional amounts deferred | 188,977 | 133,392 |
Balance at end of period | $ 84,023 | $ 61,200 |
Revenue - Summary of Remaining
Revenue - Summary of Remaining Performance Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue From Contract With Customer [Abstract] | ||
Current | $ 155,134 | $ 114,284 |
Noncurrent | 95,354 | 58,250 |
Total | $ 250,488 | $ 172,534 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Accounts receivable | $ 44,303 | $ 33,635 |
Unbilled receivable | 430 | 329 |
Accounts Receivable, before Allowance for Credit Loss, Current | 44,733 | 33,964 |
Less: allowance for doubtful accounts | (1,397) | (856) |
Accounts receivable, net | $ 43,336 | $ 33,108 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 9,672 | $ 6,159 |
Less: accumulated depreciation and amortization | (4,603) | (2,911) |
Property and equipment, net | 5,069 | 3,248 |
Computers And Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 4,744 | 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 | 3,348 | 1,781 |
Construction 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 | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 22,459 | $ 1,967 | $ 38,679 | $ 40,197 |
Property Plant And Equipment [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 500 | $ 400 | $ 1,700 | $ 1,200 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 499,710 | $ 499,286 |
Accumulated Amortization | (147,240) | (89,049) |
Net Carrying Amount | 352,470 | 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 | 1,761,154 | 1,760,730 |
Accumulated Amortization | (147,240) | (89,049) |
Net Carrying Amount | 1,613,914 | 1,671,681 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 370,030 | 370,030 |
Accumulated Amortization | (92,942) | (58,097) |
Net Carrying Amount | 277,088 | 311,933 |
Developed Technologies [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 51,100 | 51,100 |
Accumulated Amortization | (17,475) | (10,218) |
Net Carrying Amount | 33,625 | 40,882 |
Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 35,500 | 35,500 |
Accumulated Amortization | (5,034) | (2,952) |
Net Carrying Amount | 30,466 | 32,548 |
Data [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 43,080 | 42,656 |
Accumulated Amortization | (31,789) | (17,782) |
Net Carrying Amount | $ 11,291 | $ 24,874 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 30,617 | $ 2,042 | $ 58,196 | $ 58,429 |
Amortization | 8,614 | 498 | 21,268 | 19,383 |
Impairment of goodwill | 0 | 0 | ||
Monocl Acquisition [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Goodwill Period Increase Decrease | 28,300 | |||
Finite Lived Intangible Assets [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 30,600 | $ 2,000 | 58,200 | 58,400 |
Amortization | $ 21,300 | $ 19,400 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2022 | $ 53,760 | |
2023 | 45,816 | |
2024 | 42,592 | |
2025 | 38,381 | |
2026 | 31,930 | |
Thereafter | 139,991 | |
Net Carrying Amount | $ 352,470 | $ 410,237 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Finite Lived Intangible Assets [Line Items] | |
Ending balance | $ 1,261,444 |
Monocl Acquisition [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition | $ 28,300 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 17, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Outstanding principal balance | $ 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 | 263,808 | 457,197 | |
2021 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding principal balance | 273,282 | 275,000 | |
Unamortized debt issuance costs / financing costs | (2,599) | ||
Total debt, net | $ 270,683 | ||
2019 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding principal balance | 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] | |||
Outstanding principal balance | 10,400 | 10,412 | |
Total debt, net | 10,412 | ||
2019 Delayed Draw Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding principal balance | $ 17,900 | 17,955 | |
Total debt, net | $ 17,955 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Sep. 17, 2021 | Oct. 31, 2020 | Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 16, 2019 |
Debt Instrument [Line Items] | ||||||||
Outstanding principal balance | $ 474,600,000 | $ 472,742,000 | ||||||
Proceeds from Issuance Initial Public Offering | 199,600,000 | |||||||
Interest rate | 6.25% | |||||||
Unamortized debt issuance costs / financing costs | 9,900,000 | 10,865,000 | ||||||
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. | |||||||
Financing costs | $ 14,100,000 | $ 3,500,000 | ||||||
Interest expense | 1,500,000 | 2,100,000 | $ 21,000,000 | |||||
Proceeds from revolving credit facility | $ 0 | $ 0 | 0 | 25,000,000 | ||||
Repayments of lines of credit | 0 | $ 0 | $ 0 | 25,000,000 | ||||
2019 Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding principal balance | 442,100,000 | $ 444,375,000 | ||||||
Interest rate | 6.50% | |||||||
Unamortized debt issuance costs / financing costs | $ 10,865,000 | |||||||
Line Of credit | $ 450,000,000 | |||||||
Maturity date | Jul. 16, 2026 | |||||||
Balloon payment | $ 419,600,000 | $ 419,600,000 | ||||||
Financing costs | 13,400,000 | |||||||
Original issue discount | $ 11,300 | |||||||
Interest expense | 100,000 | |||||||
Face amount of loan | 450,000,000 | |||||||
Quarterly principal payment | 1,100,000 | |||||||
2021 Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding principal balance | 275,000,000 | 273,282,000 | ||||||
Unamortized debt issuance costs / financing costs | 2,599,000 | |||||||
Balloon payment | 220,000,000 | |||||||
Financing costs | 2,800,000 | |||||||
Paid in Kind Interest on 2019 Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding principal balance | 10,400,000 | 10,412,000 | ||||||
2019 Delayed Draw Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding principal balance | 17,900,000 | $ 17,955,000 | ||||||
Interest Payable | 4,200,000 | |||||||
Interest rate | 6.50% | |||||||
Line Of credit | $ 1,000 | 100,000,000 | ||||||
Maturity date | Jul. 16, 2026 | |||||||
Financing costs | 200,000 | |||||||
Original issue discount | $ 1,300 | |||||||
Proceeds from revolving credit facility | $ 18,000,000 | |||||||
Percentage of installment amount | 0.25% | |||||||
2021 Revolving line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 2.47% | |||||||
Unamortized debt issuance costs / financing costs | $ 700,000 | |||||||
Line Of credit | $ 75,000,000 | |||||||
Maturity date | Sep. 17, 2026 | |||||||
Financing costs | $ 700,000 | $ 800,000 | ||||||
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] | ||||||||
Unamortized debt issuance costs / financing costs | 500 | |||||||
Line Of credit | 0 | $ 25,000,000 | ||||||
Maturity date | Jul. 16, 2024 | |||||||
Proceeds from revolving credit facility | $ 0 | |||||||
Repayments of lines of credit | $ 25,000,000 |
Long Term Debt - Schedule of De
Long Term Debt - Schedule of Debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Long Term Debt [Abstract] | |
2022 | $ 6,875 |
2023 | 8,594 |
2024 | 13,750 |
2025 | 13,750 |
2026 | 230,313 |
Long-term Debt, Total | $ 273,282 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Monocl Acquisition [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Business combination, contingent consideration, liability | $ 7,500,000 | $ 5,200,000 |
Earnout liability current | 1,500,000 | |
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 3,700 |
Fair Value Measurements - Sched
Fair Value Measurements - 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 | 12 Months Ended | |
Dec. 31, 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 | 3,764 | 2,636 |
Payments | (1,500) | 0 |
Balance at end of period | $ 7,500 | $ 5,236 |
Fair Value Measurements - Summa
Fair Value Measurements - 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 - Discount rate $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Discount Rate | 6.50% |
Income Approach (Real Option Method) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair Value | $ 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
Payroll and payroll-related | $ 10,311 | $ 7,792 |
Accrued interest | 0 | 5,365 |
Contingent consideration, current | 7,500 | 1,500 |
Sales taxes | 1,785 | 649 |
Deferred rent | 91 | 583 |
Other | 2,971 | 1,432 |
Accrued expenses and other current liabilities | $ 22,658 | $ 17,321 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Total rent expense | $ 0.5 | $ 2.8 | $ 1.8 | $ 0.6 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Minimum future Rental Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2022 | $ 3,120 |
2023 | 1,895 |
2024 | 2,282 |
2025 | 2,174 |
2026 | 2,165 |
Thereafter | 4,805 |
Total | $ 16,441 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Estimated Annual Minimum Purchase Commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2022 | $ 6,113 |
2023 | 6,729 |
2024 | 5,659 |
2025 | 3,451 |
Purchase Obligation, Total | $ 21,952 |
Stockholders' Equity and Memb_3
Stockholders' Equity and Members' Equity - Additional Information (Details) - USD ($) | Oct. 27, 2020 | Jul. 31, 2020 | Dec. 02, 2019 | Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 16, 2019 | Dec. 31, 2018 | Dec. 31, 2016 |
Class Of Stock [Line Items] | |||||||||||
Capital units, value | $ 5,800,000 | ||||||||||
contributions | $ 3,997,000 | $ 1,267,257,000 | 5,500,000 | $ 31,804,000 | $ 1,267,257,000 | ||||||
Cash consideration | $ 18,300,000 | 18,307,000 | |||||||||
Equity issuance | 25,400,000 | 25,439,000 | |||||||||
Proceeds From Member Contributions | (696,991,000) | 0 | (5,500,000) | (6,365,000) | |||||||
Common units authorized value | $ 407,750 | ||||||||||
Equity-based compensation | $ 744,000 | $ 5,807,000 | $ 300,000 | 1,747,000 | |||||||
Preferred stock, shares issued | 0 | ||||||||||
Legacy Class A Units [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Class A units issued | 7,750,000 | ||||||||||
Common Unit Outstanding | 7,750,000 | 7,750,000 | |||||||||
Legacy Class B Units Member | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Class A units issued | 268,853 | ||||||||||
Common Unit Outstanding | 268,853 | 88,716 | |||||||||
Definitive OpCo [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Cash consideration | $ 6,900,000 | ||||||||||
Number of shares held | 97,030,095 | ||||||||||
Ownership interest (as a percent) | 63.60% | 100.00% | |||||||||
Definitive OpCo [Member] | Legacy Class A Units [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Ownership interest (as a percent) | 100.00% | ||||||||||
Class A Units | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Class A units issued | 127,125,435 | 363,516 | 127,125,435 | 126,725,743 | |||||||
Capital units, value | $ 25,400,000 | $ 1,300,000,000 | |||||||||
Class A unit per share | $ 10 | ||||||||||
Equity issuance | $ 4,000,000 | ||||||||||
Proceeds From Member Contributions | $ 6,400,000 | ||||||||||
Common Unit Outstanding | 127,125,435 | 127,125,435 |
Stockholders' Equity and Memb_4
Stockholders' Equity and Members' Equity - Summary of Class of Stock (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 16, 2019 |
Class A Units | ||||
Class Of Stock [Line Items] | ||||
Authorized, issued and outstanding Class A Units | 130,245,990 | |||
Issued Class B Units | 363,516 | 127,125,435 | 126,725,743 | |
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 |
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 | Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 15, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total equity-based compensation expense | $ 744 | $ 5,807 | $ 9,957 | $ 1,747 | |||||
Executive Officer | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based compensation plan modification incremental compensation cost | $ 1,900 | ||||||||
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 | ||||||||
Class B Units | Executive Officer | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based compensation number of shares forfeitured in period | 72,149 | ||||||||
Performance-Based | Class B Units | Executive Officer | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based compensation accelerated vesting number of shares | 48,099 | ||||||||
Time Based | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total equity-based compensation expense | $ 5,800 | $ 1,700 | $ 700 | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 15,500 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 7 months 6 days | ||||||||
2021 Equity Incentive Plan | Restricted Stock [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,129,828 | ||||||||
2021 Equity Incentive Plan | Performance-Based | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total equity-based compensation expense | $ 0 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 63,100 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 6 months | ||||||||
2021 Equity Incentive Plan | Restricted Stock Unit | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total equity-based compensation expense | $ 4,400 | ||||||||
2021 Equity Incentive Plan | Common Class A | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,888,789 | ||||||||
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 | IPO | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting Period | 3 years | ||||||||
Issue Price Per Share | $ 27 | ||||||||
2019 Equity Incentive Plan | Class B Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 8,088,877 | ||||||||
2019 Equity Incentive Plan | Performance-Based | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total equity-based compensation expense | $ 1,300 | ||||||||
2019 Equity Incentive Plan | Time Based | Class B Units | Executive Officer | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based compensation accelerated vesting number of shares | 24,049 |
Equity-based Compensation - Sch
Equity-based Compensation - Schedule of Company's Unvested Time-Based and Performance-Based Unit Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 15, 2021 | Dec. 31, 2021 | |
Time-Based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested at beginning of period | 0 | 0 | |
Granted | 1,965,477 | ||
Vested | 0 | ||
Forfeited | (29,578) | ||
Unvested at end of period | 1,935,899 | 1,935,899 | |
Non vested weighted average grant date fair value | $ 0 | $ 0 | |
Non vested weighted average grant date fair value, Granted | 32.50 | ||
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 | $ 32.59 | $ 32.59 | |
Performance-Based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested at beginning of period | 0 | 0 | |
Granted | 164,351 | ||
Vested | 0 | ||
Forfeited | 0 | ||
Unvested at end of period | 164,351 | 164,351 | |
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 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested at beginning of period | 2,430,542 | 1,404,720 | 1,404,720 |
Granted | 1,477,323 | ||
Vested | (108,370) | (437,731) | |
Forfeited | (81,286) | (13,770) | |
Unvested at end of period | 2,756,406 | 2,430,542 | 2,756,406 |
Non vested weighted average grant date fair value | $ 2.29 | $ 3.65 | $ 3.65 |
Non vested weighted average grant date fair value, Granted | 1.41 | ||
Non vested weighted average grant date fair value, vested | 2.59 | 3.64 | |
Non vested weighted average grant date fair value, forfeited | 2.57 | 3.65 | |
Non vested weighted average grant date fair value | $ 2.02 | $ 2.29 | $ 2.02 |
Effect of Reorganization Transactions and IPO | (1,165,679) | ||
Performance-based units exchanged for time-based units | 1,681,199 | ||
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 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 15.5 | $ 15.5 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 7 months 6 days | ||
Performance-Based | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested at beginning of period | 2,999,370 | 1,840,423 | 1,840,423 |
Granted | 1,177,308 | ||
Vested | 0 | 0 | |
Forfeited | 0 | (18,361) | |
Unvested at end of period | 0 | 2,999,370 | 0 |
Non vested weighted average grant date fair value | $ 1.59 | $ 2.35 | $ 2.35 |
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 | $ 1.59 | $ 0 |
Effect of Reorganization Transactions and IPO | (1,318,171) | ||
Performance-based units exchanged for time-based units | (1,681,199) | ||
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 |
Equity-based Compensation - S_2
Equity-based Compensation - Schedule Of Assumptions Used To Estimate The Fair Value Of Units Between Service-based And Performance-based Shares (Details) | 8 Months Ended | 12 Months Ended | 42 Months Ended |
Sep. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected option term | 5 years 6 months | 5 years 6 months | |
Risk-free rate of return | 1.73% | 1.73% | |
Applied volatility | 30.00% | 35.00% | 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 - Sum
Equity-based Compensation - Summary of Equity Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | $ 744 | $ 5,807 | $ 9,957 | $ 1,747 |
Cost of revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 28 | 256 | 277 | 62 |
Sales and marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 213 | 4,252 | 1,930 | 473 |
Product development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 126 | 665 | 1,070 | 356 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | $ 377 | $ 634 | $ 6,680 | $ 856 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||||
Employer matching contributions, amount | $ 0.5 | $ 0.6 | $ 2.3 | $ 1.6 |
Income Taxes - Schedule Compone
Income Taxes - Schedule Components of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Domestic | $ (49,266) | $ 12,868 | $ (56,597) | $ (49,610) |
Foreign | 0 | 0 | (3,985) | (1,547) |
Loss before income taxes | $ (49,266) | $ 12,868 | $ (60,582) | $ (51,157) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | 42 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income taxes: | |||||
U.S. Federal | $ 0 | $ 0 | $ (7) | $ 10 | |
U.S. state and local | 0 | 0 | 0 | 1 | |
Total current income taxes | (7) | 11 | |||
Deferred income taxes: | |||||
U.S. federal | 369 | 58 | |||
U.S. state and local | 49 | 313 | (7) | ||
Total deferred income taxes | 49 | 682 | 51 | ||
Income tax expense | $ 0 | $ 49 | $ 675 | $ 62 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Federal Income Tax Rate To Income Tax Rate (Details) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||||
Expected U.S. federal income taxes at statutory rate | 21.00% | 0.00% | 21.00% | 21.00% |
Partnership income, not subject to taxation | (18.27%) | 0.01% | (19.44%) | (27.55%) |
Change in valuation allowance | 0.00% | 0.00% | (3.51%) | 0.60% |
Permanent differences | (2.73%) | 0.00% | (0.36%) | (0.98%) |
Other | 0.00% | 0.37% | 1.20% | 6.81% |
Effective income tax rate | 0.00% | 0.38% | (1.11%) | (0.12%) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Deferred Tax Assets And Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets: | ||
Net operating loss carry forwards | $ 38,540 | $ 1,517 |
Outside partnership basis difference | 44,291 | 0 |
Tax receivable agreement | 5,329 | 0 |
Other | 824 | 74 |
Deferred income tax assets | 88,984 | 1,591 |
valuation allowance | (164,394) | (1,430) |
Deferred income tax assets, net of valuation allowance | (75,410) | (161) |
Deferred income tax liabilities: | ||
Goodwill and Intangibles | (91) | 0 |
Deferred revenue and advances | (229) | 0 |
Deferred income tax liabilities | (320) | 0 |
Net deferred tax assets (liabilities) | (75,730) | (161) |
Reported as: | ||
Non-current deferred tax assets | 158 | 161 |
Non-current deferred tax liabilities | 75,888 | 0 |
Net deferred tax assets (liabilities) | $ 75,730 | $ 161 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation Allowance | $ 164,394 | $ 1,430 |
Unrecognized tax benefits | $ 0 | $ 0 |
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 | |
additional liability on net operating loss tax adjustment | 83,100 | |
Total liability on net operating loss taxadjustment | 236,600 | |
Swedish Monocl [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax receivable agreement liability | $ 153,500 |
Loss Per Share - Calculation of
Loss Per Share - Calculation of Net Loss Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Jul. 15, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Net (loss) income | $ (49,266) | $ 12,868 | $ (61,257) | $ (51,157) | ||
Less: Net (loss) income attributable to Definitive OpCo prior to the Reorganization Transactions | (49,266) | 12,868 | (33,343) | (51,157) | ||
Less: Net loss attributable to noncontrolling interests | 0 | 0 | (10,237) | 0 | ||
Net loss attributable to Definitive Healthcare Corp. | (49,266) | 0 | $ 12,868 | (17,677) | (51,157) | |
Basic net loss per share attributable to common stockholders [Abstract] | ||||||
Allocation of net loss attributable to Definitive Healthcare Corp. | $ (49,266) | $ 0 | $ 12,868 | $ (17,677) | $ (51,157) | |
Weighted average number of shares of Class A outstanding | [1] | 91,916,151 | ||||
Net loss per share, basic and diluted | $ (0.19) | |||||
Common Class A | ||||||
Net (loss) income | $ (61,257) | |||||
Less: Net (loss) income attributable to Definitive OpCo prior to the Reorganization Transactions | 33,343 | |||||
Less: Net loss attributable to noncontrolling interests | 10,237 | |||||
Net loss attributable to Definitive Healthcare Corp. | (17,677) | |||||
Basic net loss per share attributable to common stockholders [Abstract] | ||||||
Allocation of net loss attributable to Definitive Healthcare Corp. | $ (17,677) | |||||
[1] | Basic and diluted net loss per share of Class A Common Stock is applicable only for the period from September 15, 2021 through December 31, 2021, which is the period following the IPO and related Reorganization Transactions. 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) | 12 Months Ended |
Dec. 31, 2021shares | |
Vested and Unvested Units [Member] | |
Antidilutive securities excluded from computation of earnings per share, amount | 58,244,627 |
Restricted Stock Units R S U [Member] | |
Antidilutive securities excluded from computation of earnings per share, amount | 2,100,250 |
Segment and Geographic Data - S
Segment and Geographic Data - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 40,045 | $ 45,458 | $ 166,154 | $ 118,317 |
U S | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | 40,045 | 45,458 | 158,727 | 117,755 |
Rest of world [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 7,427 | $ 562 |
Segment and Geographic Data -_2
Segment and Geographic Data - Schedule of Long-Lived Assets by Geographic Areas) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 5,069 | $ 3,248 |
U S | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | 4,705 | 3,120 |
Rest of world [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 364 | $ 128 |
Related parties - Additional In
Related parties - Additional Information (Details) - USD ($) $ in Thousands | Sep. 17, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 1,000 | $ 400 | $ 200 | ||
Receivable, related parties | 600 | 100 | 100 | ||
Related party transaction, expenses from transactions with related party | 200 | 100 | 100 | ||
Payable, related parties, current | 0 | $ 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. | ||||
Stock Issued During Period Value New Issues | $ 380,526 | ||||
Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Issuance of Class A common stock in IPO net of costs, Share | 17,888,888 | ||||
Richard Booth [Member] | Directed Share Program [Member] | Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share purchased | 7,407 | ||||
Samuel A. Hamood [Member] | Directed Share Program [Member] | Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share purchased | 37,037 | ||||
Capital Unit Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Issuance of Class A common stock in IPO net of costs, Share | 363,516 | ||||
Stock Issued During Period Value New Issues | $ 5,800 | ||||
Definitive OpCo [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 900 | ||||
Definitive Healthcare Corp [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common Stock Capital Shares Underwriters Reserved For Sale At IPO | 5.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | Feb. 18, 2022USD ($) | Dec. 22, 2021 |
Subsequent Event [Line Items] | ||
Purchase Option Ownership Percentage | 65.00% | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Purchase of Ownership percentage | 65 | |
Purchase price | $ 65 | |
Purchase Option Ownership Percentage | 100.00% |