Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Description | (Amendment No. 1) | |
Amendment Flag | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Definitive Healthcare Corp. | |
Entity Central Index Key | 0001861795 | |
Entity Tax Identification Number | 86-3988281 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity File Number | 001-40815 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 492 Old Connecticut Path | |
Entity Address, Address Line Two | Suite 401 | |
Entity Address, City or Town | Framingham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01701 | |
City Area Code | 508 | |
Local Phone Number | 720-4224 | |
Trading Symbol | DH | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock Shares Outstanding | 110,214,798 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 124,961 | $ 146,934 |
Short-term investments | 218,955 | 184,939 |
Accounts receivable, net | 51,801 | 58,799 |
Prepaid expenses and other current assets | 14,711 | 12,686 |
Current portion of deferred contract costs | 11,064 | 10,387 |
Total current assets | 421,492 | 413,745 |
Property and equipment, net | 4,452 | 4,464 |
Operating lease right-of-use assets, net | 9,118 | 9,681 |
Other assets | 3,697 | 4,683 |
Deferred contract costs, net of current portion | 15,080 | 14,596 |
Intangible assets, net | 338,295 | 350,722 |
Goodwill | 1,324,733 | 1,324,733 |
Total assets | 2,116,867 | 2,122,624 |
Current liabilities: | ||
Accounts payable | 4,535 | 3,948 |
Accrued expenses and other current liabilities | 29,316 | 26,855 |
Current portion of deferred revenue | 105,362 | 99,692 |
Current portion of term loan | 10,313 | 8,594 |
Current portion of operating lease liabilities | 1,640 | 1,521 |
Total current liabilities | 151,166 | 140,610 |
Long term liabilities: | ||
Deferred revenue | 138 | 236 |
Term loan, net of current portion | 252,465 | 255,765 |
Operating lease liabilities, net of current portion | 9,491 | 9,969 |
Tax receivable agreements liability, net of current portion | 160,399 | 155,111 |
Deferred tax liabilities | 78,315 | 75,737 |
Other long-term liabilities | 1,035 | 3,251 |
Total liabilities | 653,009 | 640,679 |
Equity: | ||
Additional paid-in capital | 1,018,692 | 970,207 |
Accumulated other comprehensive income | 2,793 | 3,668 |
Accumulated deficit | (37,125) | (25,062) |
Noncontrolling interests | 479,388 | 533,027 |
Total equity | 1,463,858 | 1,481,945 |
Total liabilities and equity | 2,116,867 | 2,122,624 |
Common Class A [Member] | ||
Equity: | ||
Common stock, value | 110 | 105 |
Common Class B | ||
Equity: | ||
Common stock, value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common Class A [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 110,162,665 | 105,138,273 |
Common stock, shares outstanding | 110,162,665 | 105,138,273 |
Common Class B | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 65,000,000 | 65,000,000 |
Common stock, shares issued | 45,626,933 | 50,433,101 |
Common stock, shares outstanding | 44,217,344 | 48,923,952 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 59,201 | $ 50,124 |
Cost of revenue: | ||
Cost of revenue exclusive of amortization | 8,552 | 5,950 |
Amortization | 3,354 | 5,378 |
Gross profit | 47,295 | 38,796 |
Operating expenses: | ||
Sales and marketing | 23,423 | 21,293 |
Product development | 9,884 | 6,850 |
General and administrative | 14,079 | 11,035 |
Depreciation and amortization | 9,590 | 9,874 |
Transaction, integration and restructuring expenses | 2,590 | 1,310 |
Total operating expenses | 59,566 | 50,362 |
Loss from operations | (12,271) | (11,566) |
Other income (expense), net: | ||
Interest income | 2,834 | 70 |
Interest expense | (3,614) | (1,954) |
Other expense, net | (3,631) | (15) |
Total other expense, net | (4,411) | (1,899) |
Net loss before income taxes | (16,682) | (13,465) |
Benefit from income taxes | 710 | 426 |
Net loss | (15,972) | (13,039) |
Increase in net loss attributable to noncontrolling interests due to restatement items | (3,909) | (4,458) |
Net loss attributable to Definitive Healthcare Corp. | $ (12,063) | $ (8,581) |
Net loss per share of Class A common stock: | ||
Basic and diluted | $ (0.11) | $ (0.09) |
Basic and diluted | $ (0.11) | $ (0.09) |
Weighted average Class A Common Stock outstanding: | ||
Basic and diluted | 108,234,043 | 97,158,823 |
Basic and diluted | 108,234,043 | 97,158,823 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (15,972) | $ (13,039) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | 19 | 6 |
Unrealized gain (loss) on available-for-sale securities | 89 | (309) |
Unrealized (loss) gain on interest rate hedging instruments | (1,355) | 1,646 |
Comprehensive loss | (17,219) | (11,696) |
Less: Comprehensive loss attributable to noncontrolling interests | (4,281) | (3,971) |
Comprehensive loss attributable to Definitive Healthcare Corp. | $ (12,938) | $ (7,725) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Class A Units [Member] | Class B Units [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2021 | $ 1,499,836 | $ 97 | $ 888,992 | $ (17,840) | $ 62 | $ 628,525 | |
Beginning Balance (in shares) at Dec. 31, 2021 | 97,030,095 | 58,244,627 | |||||
Net loss | (13,039) | ||||||
Net loss | (8,581) | (8,581) | (4,458) | ||||
Net loss attributable to noncontrolling interests | (4,458) | ||||||
Other comprehensive income | 1,343 | 856 | 487 | ||||
Vested incentive units | (696) | 696 | |||||
Effect of LLC unit exchanges, as restated | (893) | $ 1 | 5,071 | (5,965) | |||
Effect of LLC unit exchanges, as restated shares | 544,302 | (544,302) | |||||
Forfeited unvested incentive units | (33,549) | ||||||
Equity-based compensation | 6,872 | 4,377 | 2,495 | ||||
Distributions to noncontrolling interests | (258) | (258) | |||||
Ending Balance at Mar. 31, 2022 | 1,493,861 | $ 98 | 897,744 | (26,421) | 918 | 621,522 | |
Ending Balance (in shares) at Mar. 31, 2022 | 97,574,397 | 57,666,776 | |||||
Beginning Balance at Dec. 31, 2022 | 1,481,945 | $ 105 | 970,207 | (25,062) | 3,668 | 533,027 | |
Beginning Balance (in shares) at Dec. 31, 2022 | 105,138,273 | 50,433,101 | |||||
Net loss | (15,972) | ||||||
Net loss | (12,063) | (12,063) | (3,909) | ||||
Net loss attributable to noncontrolling interests | (3,909) | ||||||
Other comprehensive income | (1,247) | (875) | (372) | ||||
Vested incentive units | (505) | 505 | |||||
Effect of LLC unit exchanges, as restated | (10,466) | $ 5 | 41,881 | (52,352) | |||
Effect of LLC unit exchanges, as restated shares | 4,771,545 | (4,771,545) | |||||
Forfeited unvested incentive units | (34,623) | ||||||
Equity-based compensation | 11,128 | 7,811 | 3,317 | ||||
Issuance of Class A Common Stock upon vesting of RSUs, shares | 380,676 | ||||||
Issuance of Class A Common Stock upon vesting of RSUs | 828 | (828) | |||||
Shares withheld related to net share settlement (in shares) | (127,829) | ||||||
Shares withheld related to net share settlement | (1,530) | (1,530) | |||||
Ending Balance at Mar. 31, 2023 | $ 1,463,858 | $ 110 | $ 1,018,692 | $ (37,125) | $ 2,793 | $ 479,388 | |
Ending Balance (in shares) at Mar. 31, 2023 | 110,162,665 | 45,626,933 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash flows provided by (used in) operating activities: | |||
Net loss | $ (15,972) | $ (13,039) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 513 | 525 | |
Amortization of intangible assets | 12,431 | 14,727 | |
Amortization of deferred contract costs | 2,860 | 1,875 | |
Equity-based compensation | 11,128 | 6,872 | |
Amortization of debt issuance costs | 176 | 176 | |
Provision for doubtful accounts receivable | 22 | 9 | |
Non-cash restructuring charges related to office leases | 157 | 0 | |
Tax receivable agreement remeasurement | 3,552 | 162 | |
Deferred income taxes | (773) | (444) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 6,966 | 8,526 | |
Prepaid expenses and other current assets | (3,796) | 692 | |
Deferred contract costs | (4,021) | (3,299) | |
Contingent consideration | 0 | (6,400) | |
Accounts payable, accrued expenses and other liabilities | (3,855) | (2,998) | |
Deferred revenue | 5,569 | 6,249 | |
Net cash provided by operating activities | 14,957 | 13,633 | |
Cash flows (used in) provided by investing activities: | |||
Purchases of property, equipment and other assets | (1,338) | (794) | |
Purchases of short-term investments | (90,252) | (109,559) | |
Maturities of short-term investments | 58,120 | 0 | |
Cash paid for acquisitions, net of cash acquired | 0 | (56,499) | |
Net cash used in investing activities | (33,470) | (166,852) | |
Cash flows used in financing activities: | |||
Repayments of term loans | (1,719) | (1,719) | |
Taxes paid related to net share settlement of equity awards | (1,530) | 0 | |
Payment of contingent consideration | 0 | (1,100) | |
Payments under tax receivable agreement | (246) | 0 | |
Payments of equity offering issuance costs | (30) | (1,299) | |
Member distributions | 0 | (258) | |
Net cash used in financing activities | (3,525) | (4,376) | |
Net decrease in cash and cash equivalents | (22,038) | (157,595) | |
Effect of exchange rate changes on cash and cash equivalents | 65 | (108) | |
Cash and cash equivalents, beginning of period | 146,934 | 387,498 | $ 387,498 |
Cash and cash equivalents, end of period | 124,961 | 229,795 | $ 146,934 |
Supplemental cash flow disclosures: | |||
Interest | 3,475 | 1,771 | |
Income taxes | 79 | 0 | |
Acquisitions: | |||
Net assets acquired, net of cash acquired | 0 | 97,499 | |
Initial cash investment in prior year | 0 | (40,000) | |
Contingent consideration | 0 | (1,000) | |
Net cash paid for acquisitions | 0 | 56,499 | |
Supplemental disclosure of non-cash investing activities: | |||
Capital expenditures included in accrued expenses | $ 333 | $ 3,500 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Organization and Basis of Presentation Description of Business and Organization Definitive Healthcare Corp. (the “Company”) was formed on May 5, 2021 as a Delaware corporation to facilitate an initial public offering (“IPO”) and other related transactions to carry on the business of AIDH TopCo, LLC (“Definitive OpCo”). Following consummation of the Reorganization Transactions as described in the Company’s 2022 Form 10-K/A for the fiscal year ended December 31, 2022, Definitive OpCo became a subsidiary of Definitive Healthcare Corp. The Company, through its operating subsidiaries, provides comprehensive and up-to-date hospital and healthcare-related information and insight across the entire healthcare continuum via a multi-tenant software-as-a-service (“SaaS”) platform which combines proprietary and public sources to deliver insights. The Company is headquartered in Framingham, Massachusetts. In connection with the IPO, the Company completed the following 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 continued to hold limited liability company interests (“LLC Units”) in Definitive OpCo following the consummation of the Reorganization Transactions acquired the right to require Definitive OpCo to redeem all or a portion of their LLC Units for newly issued shares of Class A Common Stock on a one-for-one basis. Until redeemed or exchanged, each LLC Unit is paired with one share of 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, excluding LLC Units held by the Company. Unvested LLC Units are paired with Class B Common Stock, which are issued but do not have voting rights and are deemed not outstanding until the corresponding LLC Units have vested. Certain entities treated as corporations for U.S. federal income tax purposes that held LLC Units (individually, a “Blocker Company” and collectively, the “Blocker Companies”) each merged with a merger subsidiary of Definitive Healthcare Corp., and subsequently merged into Definitive Healthcare Corp. (the “Mergers”). The former shareholders of the Blocker Companies collectively received a number of shares of Class A Common Stock in the Mergers equal to the number of LLC Units held by the Blocker Companies prior to the Mergers. Following the Reorganization Transactions, Definitive Healthcare Corp. became a holding company, with its sole material asset being a controlling equity interest in Definitive OpCo. 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 condensed consolidated financial statements. In connection with the Reorganization Transactions and the IPO, Definitive Healthcare Corp entered into a tax receivable agreement. See Note 16. Income Taxes . Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in conformity with rules applicable to quarterly financial information. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The condensed consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022. All adjustments, consisting of normal recurring adjustments, except as otherwise noted, considered necessary for a fair presentation of the unaudited interim condensed consolidated financial statements for these interim periods have been included. Refer to Note 2. Summary of Significant Accounting Policies in the notes to the consolidated financial statements in the 2022 Form 10-K/A for the Company’s significant accounting policies and estimates. Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, revenue recognition, allowance for doubtful accounts, contingencies, valuations, useful lives of intangible assets acquired in business combinations, equity-based compensation, and income taxes. Actual results could differ from those estimates. Adoption of Recently Issued Financial Accounting Standards 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 adopted the update effective January 1, 2023 and the adoption of the standard did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other accounting standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, we do not believe that the adoption of recently issued standards have had or may have a material impact on our condensed consolidated statements or disclosures. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | 2. Restatement of Previously Issued Financial Statements The unaudited consolidated financial statements for the quarters ended March 31, 2023 and 2022 have been restated to reflect the correction of misstatements related to the collection of sales taxes on sales of services to customers as further described below (the “Misstatements”), along with other immaterial adjustments. The Company also restated all amounts impacted within the notes to the financial statements in this Amendment. A description of the adjustments and their impacts on the previously issued financial statements are included below. Description of Restatement Adjustments In the first quarter of 2023, the Company began a review of its sales tax positions, and related accounting matters, with the assistance of outside consultants. As a result of the review, subsequent to the filing of the Original Report, the Company determined during the second quarter of 2023 that sales in certain states were subject to sales tax and that the Company had not assessed such sales tax on sales of its services to customers. The Company determined that it did not accrue sales taxes and corrected these Misstatements by recording sales tax accruals through general and administrative expense as of the end of the Affected Periods. These accrual amounts assume that (i) customers who have not yet provided certificates or other documentation of exemption from sales tax are taxable, (ii) maximum interest and penalty assessments may be imposed, and (iii) the Company will not receive waivers of interest and penalties or other benefits under agreements it may obtain with jurisdictions from its outreach with voluntarily disclosures. The Company expects to make adjustments to the sales tax liability in future periods as and if it obtains any waivers of interest and penalties or other benefits from its voluntary disclosures and as and if it obtains additional documentation from customers supporting exemption from sales tax. The Misstatements that appeared in the previously issued financial statements of the Company were material. In light of the foregoing, the Company, in accordance with ASC 250, is restating the previously issued financial statements as of and for the quarters ended March 31, 2023 and 2022 to reflect the effects of the Misstatements and other immaterial adjustments, and to make certain corresponding disclosures. The balance sheets, statements of operations, total equity, statements of comprehensive loss, cash flows, and Notes 3, 8, 9, 16, and 17 were updated to reflect the restatement. A summary of the adjustments described above is as follows: Three Months Ended March 31, 2023 March 31, 2022 (in thousands) As previously reported As Restated As previously reported As Restated Net loss $ ( 15,600 ) $ ( 15,972 ) $ ( 13,057 ) $ ( 13,039 ) Net loss attributable to noncontrolling interests ( 3,783 ) ( 3,909 ) ( 4,433 ) ( 4,458 ) Net loss attributable to Definitive Healthcare Corp. ( 11,817 ) ( 12,063 ) ( 8,624 ) ( 8,581 ) As of March 31, 2023 December 31, 2022 (in thousands) As previously reported As Restated As previously reported As Restated Total assets $ 2,115,236 $ 2,116,867 $ 2,120,993 $ 2,122,624 Total liabilities 645,785 653,009 633,772 640,679 Total equity 1,469,451 1,463,858 1,487,221 1,481,945 The categories of restatement adjustments and their impacts on previously reported financial statements are described below: a) Sales Tax and Related Misstatements – Sales tax on sales of services to customers who were subject to sales tax, inclusive of maximum penalties and interest, that was not previously accrued by the Company is corrected by an increase to accrued expenses and other current liabilities on the condensed consolidated balance sheets and an increase to general and administrative expenses on the condensed consolidated statements of operations. b) Related Impact on Tax Receivable Agreement ("TRA") – Any impact on tax receivable gains and losses due to the corrections in (a) above is reflected as a change in the tax receivable agreement liability on the condensed consolidated balance sheets and a change in other expense on the condensed consolidated statements of operations. c) Purchase Price Allocation Misstatement – In connection with the Company’s acquisition of Monocl Holding Company, the Company had previously failed to record a deferred tax liability related to identified intangible assets of Monocl Holding Company. Therefore, the Company corrected the opening purchase price allocation of Monocl Holding Company to record an opening deferred tax liability with an offset to goodwill on the condensed consolidated balance sheets. The opening deferred tax liability subsequently resulted in an increase in benefit from income taxes on the condensed consolidated statements of operations through the period ending March 31, 2022. d) Related Impact on Noncontrolling Interests – Any impact on noncontrolling interests resulting from the allocation of net loss due to the corrections in (a) and (c) above is reflected as (i) a change in the net loss attributable to noncontrolling interests on the condensed consolidated statements of operations, and (ii) a change in noncontrolling interests on the condensed consolidated balance sheets. The following summarizes the impacts of the correction of the Misstatements and other adjustments for the quarters ended March 31, 2023 and 2022. The following table sets forth the corrections in each of the individual line items affected in the condensed consolidated statements of operations for each respective period: Three Months Ended (in thousands) March 31, 2023 March 31, 2022 Increase in general and administrative expense (a) $ 439 $ 581 Increase in gain on remeasurement of TRA liability (other income) (b) 67 86 Increase in benefit from income taxes (c) — 513 Increase (decrease) in net loss due to restatement items 372 ( 18 ) Increase in net loss attributable to noncontrolling interests due to restatement items (d) 126 25 Increase (decrease) in net loss attributable to Definitive Healthcare Corp. due to restatement items 246 ( 43 ) See footnote descriptions above Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 (in thousands, except share amounts and per share data) As previously reported As Restated As previously reported As Restated Revenue $ 59,201 $ 59,201 $ 50,124 $ 50,124 Cost of revenue: Cost of revenue exclusive of amortization 8,552 8,552 5,950 5,950 Amortization 3,354 3,354 5,378 5,378 Gross profit 47,295 47,295 38,796 38,796 Operating expenses: Sales and marketing 23,423 23,423 21,293 21,293 Product development 9,884 9,884 6,850 6,850 General and administrative 13,640 14,079 10,454 11,035 Depreciation and amortization 9,590 9,590 9,874 9,874 Transaction, integration, and restructuring expenses 2,590 2,590 1,310 1,310 Total operating expenses 59,127 59,566 49,781 50,362 Loss from operations ( 11,832 ) ( 12,271 ) ( 10,985 ) ( 11,566 ) Other income (expense), net: Interest income 2,834 2,834 70 70 Interest expense ( 3,614 ) ( 3,614 ) ( 1,954 ) ( 1,954 ) Other expense, net ( 3,698 ) ( 3,631 ) ( 101 ) ( 15 ) Total other expense, net ( 4,478 ) ( 4,411 ) ( 1,985 ) ( 1,899 ) Loss before income taxes ( 16,310 ) ( 16,682 ) ( 12,970 ) ( 13,465 ) Benefit from (provision for) income taxes 710 710 ( 87 ) 426 Net loss ( 15,600 ) ( 15,972 ) ( 13,057 ) ( 13,039 ) Less: Net loss attributable to noncontrolling interests ( 3,783 ) ( 3,909 ) ( 4,433 ) ( 4,458 ) Net loss attributable to Definitive Healthcare Corp. $ ( 11,817 ) $ ( 12,063 ) $ ( 8,624 ) $ ( 8,581 ) Net loss per share of Class A Common Stock: Basic and diluted $ ( 0.11 ) $ ( 0.11 ) $ ( 0.09 ) $ ( 0.09 ) Weighted average Common Stock outstanding: Basic and diluted (1) 108,234,043 108,234,043 97,158,823 97,158,823 The following table sets forth the corrections in each of the line items affected in the condensed consolidated balance sheets for each respective period: (in thousands) As previously reported Restatement Adjustments As Restated March 31, 2023 Goodwill $ 1,323,102 $ 1,631 $ 1,324,733 Total assets 2,115,236 1,631 2,116,867 Accrued expenses and other current liabilities 20,770 8,546 29,316 Total current liabilities 142,620 8,546 151,166 Tax receivable agreements liability, net of current portion 161,721 ( 1,322 ) 160,399 Total liabilities 645,785 7,224 653,009 Additional paid-in capital 1,020,709 ( 2,017 ) 1,018,692 Accumulated deficit ( 35,531 ) ( 1,594 ) ( 37,125 ) Noncontrolling interests 481,370 ( 1,982 ) 479,388 Total equity 1,469,451 ( 5,593 ) 1,463,858 Total liabilities and equity 2,115,236 1,631 2,116,867 December 31, 2022 Goodwill $ 1,323,102 $ 1,631 $ 1,324,733 Total assets 2,120,993 1,631 2,122,624 Accrued expenses and other current liabilities 18,748 8,107 26,855 Total current liabilities 132,503 8,107 140,610 Tax receivable agreements liability, net of current portion 156,311 ( 1,200 ) 155,111 Total liabilities 633,772 6,907 640,679 Additional paid-in capital 972,077 ( 1,870 ) 970,207 Accumulated deficit ( 23,714 ) ( 1,348 ) ( 25,062 ) Noncontrolling interests 535,085 ( 2,058 ) 533,027 Total equity 1,487,221 ( 5,276 ) 1,481,945 Total liabilities and equity 2,120,993 1,631 2,122,624 The following table sets forth the corrections in each of the line items affected in the condensed consolidated statements of changes in total equity for each respective period: Additional Paid-In Accumulated Noncontrolling Total (in thousands) Capital Deficit Interests Equity December 31, 2022 As reported $ 972,077 $ ( 23,714 ) $ 535,085 $ 1,487,221 Adjustment due to cumulative error correction ( 1,870 ) ( 1,348 ) ( 2,058 ) ( 5,276 ) As restated $ 970,207 $ ( 25,062 ) $ 533,027 $ 1,481,945 March 31, 2023 As reported $ 1,020,709 $ ( 35,531 ) $ 481,370 $ 1,469,451 Adjustment due to cumulative error correction ( 2,017 ) ( 1,594 ) ( 1,982 ) ( 5,593 ) As restated $ 1,018,692 $ ( 37,125 ) $ 479,388 $ 1,463,858 The following table sets forth the corrections in each of the line items affected in the condensed consolidated statements of cash flows for each respective period: (in thousands) As previously reported Error correction As Restated March 31, 2023 Net loss $ ( 15,600 ) $ ( 372 ) $ ( 15,972 ) Adjustments to reconcile net loss to net cash provided by operating activities: Tax receivable agreement remeasurement gain 3,619 ( 67 ) 3,552 AP, accrued expenses, and other current liabilities ( 4,294 ) 439 ( 3,855 ) March 31, 2022 Net loss $ ( 13,057 ) $ 18 $ ( 13,039 ) Adjustments to reconcile net loss to net cash provided by operating activities: Tax receivable agreement remeasurement gain 248 ( 86 ) 162 Deferred income taxes 69 ( 513 ) ( 444 ) AP, accrued expenses, and other current liabilities ( 3,579 ) 581 ( 2,998 ) |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions On December 22, 2021, Definitive Healthcare, LLC (“DH, LLC”), an indirect wholly owned subsidiary of Definitive Healthcare Corp. made a $ 40.0 million investment in Analytical Wizards Inc. (“AW” or “Analytical Wizards”), a privately held company. Analytical Wizards automates complex analytic models using tools that expedite efficient big data mining through artificial intelligence and machine learning to uncover deep insights. In the transaction the Company purchased Series B Convertible Preferred Stock of AW (“Series B Preferred Stock”), representing 35 % ownership of AW, and an option to acquire the remaining 65 % ownership (the "Purchase Option") for $ 65.0 million. As of December 31, 2021, the Company determined it did not have a controlling financial interest in AW at transaction close as the Company did not have the right to control the governing body of AW or have control through other contractual rights. At December 31, 2021, because the Series B Preferred Stock and the Purchase Option did not have readily determinable fair values, the Company elected to apply the measurement alternative and adjust the carrying value of the investments in AW for impairments and observable prices in identical or similar equity securities of AW. The Company paid $ 40.0 million for the Series B Preferred Stock and Purchase Option, which was allocated on a relative fair value basis such that the Series B Preferred Stock and Purchase Option had carrying values of $ 32.7 million and $ 7.3 million at the time of the transaction, respectively. The Series B Preferred Stock was recorded in Investments in equity securities and the Purchase Option was recorded in Other assets in the accompanying condensed consolidated balance sheet as of December 31, 2021. In February 2022, the Company completed the purchase the remaining 65 % of AW’s equity for $ 65.0 million, net of cash acquired and an estimated working capital adjustment and other customary purchase price adjustments (the “AW acquisition”). The Company’s previously held investment and Purchase Option were remeasured at fair value as of the date the Purchase Option was exercised. The remeasurement had an immaterial impact on the condensed consolidated statements of operations for the three months ended March 31, 2022. The Company has included the financial results of Analytical Wizards in the condensed consolidated financial statements from February 18, 2022 , the date of acquisition. Upon the consummation of the acquisition, AW became an indirect wholly owned subsidiary of Definitive Healthcare Corp. The total consideration for the initial investment and subsequent exercise of the Purchase Option was $ 99.4 million, consisting of $ 40.0 million for the initial investment paid in December 2021, approximately $ 58.6 million of cash paid at closing, $ 0.2 million reimbursement from sellers for working capital adjustments, and up to $ 5.0 million of contingent consideration, initially valued at $ 1.0 million. The contingent consideration, which relates to earn-out payments that may be paid out, subject to meeting certain expense control metrics during the two-year period following the closing of the AW acquisition, has an estimated fair value of $ 1.0 million as of the acquisition date. Pursuant to the Stock Purchase Agreement governing the AW acquisition, $ 10.0 million of the consideration was deposited into an escrow account to secure certain indemnification claims of DH, LLC. The assets acquired and liabilities assumed were recorded at their estimated preliminary fair values and the results of operations were included in the Company’s condensed consolidated results as of the acquisition date. The consideration transferred for the transaction is summarized as follows: (in thousands) Initial cash investment in December 2021 $ 40,000 Cash consideration paid at closing 58,645 Working capital adjustment ( 202 ) Contingent consideration 1,000 Purchase price $ 99,443 The contingent consideration was based on the achievement of certain expense control metrics during the two-year period following the acquisition date, with potential earn-out payouts ranging from $ 0 to $ 5.0 million. The Company estimated the fair value of the contingent consideration to be $ 1.0 million as of February 18, 2022, based on the estimated achievement of the expense control metrics and time to payment. The Company estimated the fair value of the contingent consideration to be $ 2.3 million at March 31, 2023. The contingent consideration was recorded in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet as of March 31, 2023. Refer to Note 12. Fair Value Measurements . The Company finalized the purchase price allocations of the AW acquisition during the first quarter of 2023. Acquisition-date fair values of assets and liabilities pertaining to this business combination have been allocated as follows: (in thousands) Purchase price allocation: Preliminary, as originally reported Measurement period adjustments As adjusted Cash $ 2,146 $ — $ 2,146 Accounts receivable 3,575 ( 50 ) 3,525 Prepaid expenses and other current assets 506 341 847 Property and equipment 134 — 134 Intangible assets 46,000 — 46,000 Right-of-use asset, operating leases 832 — 832 Other assets — 703 703 Accounts payable and accrued expenses ( 485 ) ( 543 ) ( 1,028 ) Deferred revenue ( 3,691 ) 326 ( 3,365 ) Right-of-use liability, operating leases ( 832 ) — ( 832 ) Deferred taxes ( 10,345 ) 67 ( 10,278 ) Other liabilities ( 267 ) ( 633 ) ( 900 ) Total assets acquired and liabilities assumed 37,573 211 37,784 Goodwill 62,072 ( 413 ) 61,659 Purchase price $ 99,645 $ ( 202 ) $ 99,443 As a result of the AW acquisition, the Company recorded goodwill, customer relationships, developed software, and tradename of $ 61.5 million, $ 39.4 million, $ 6.1 million, and $ 0.5 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. All goodwill has been allocated to the Company’s one reportable segment. Customer relationships represent the estimated fair value of the underlying relationships with the acquired entity’s business customers. The Company valued customer relationships using the income approach, specifically the multi-period excess earnings method. Significant assumptions include estimated attrition rates, discount rates, and tax rates reflecting the different risk profiles of the asset depending upon the acquisition. The value assigned to customer relationships is $ 39.4 million and is amortized using the annual pattern of cash flows (economic value method) over the estimated 20-year life of this asset. The developed software represents AW’s two modules. Passport Promotional Analytics helps customers to optimize internal investment and business management by focusing on driving incremental efficiencies in sales, cost management, profit optimization, and productive gains. Passport Planning and Performance helps customers to analyze large data sets in order to proactively predict business outcomes. The Company used the income approach, specifically the relief-from-royalty method, to determine the value of developed software. Significant assumptions include forecast of royalty rate, tax rate, and discount rate. The developed software was valued at $ 6.1 million and is amortized using the straight-line method over the estimated remaining useful life of 6 years . The tradename represents the estimated fair value of the registered trade name associated with the AW corporate brand. The Company estimated the fair value of the trademark using a relief from royalty method of the income approach. Significant assumptions include forecast of royalty rate, tax rate, and discount rate. The trademark was valued at $ 0.5 million and is amortized using the straight-line method over the estimated remaining useful life of 5 years . The amortization periods for the customer relationships, developed software, and tradenames are 20 years , 6 years , and 5 years , respectively. See Note 8 for the estimated total intangible amortization expense during the next five years. In connection with the acquisition, the Company recognized acquisition related costs of $ 1.3 million which were recorded within transaction expenses in the accompanying condensed consolidated statements of operations for the year ended December 31, 2022. During the three months ended March 31, 2022, AW’s post-acquisition revenue and net loss on a standalone basis were not material. Unaudited Pro Forma Supplementary Data: Three Months Ended March 31, 2022 (in thousands) (As Restated) Revenue $ 51,601 Net loss ( 13,636 ) The unaudited pro forma supplementary data presented in the table above shows the effect of the AW acquisitions as if the transaction had occurred on January 1, 2021. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 4. Revenue The Company disaggregates revenue from its arrangements with customers by type of service as it believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The following table represents a disaggregation of revenue from arrangements with customers for the three months ended March 31, 2023 and 2022, respectively: Three Months Ended March 31, (in thousands) 2023 2022 Subscription services $ 58,517 $ 49,769 Professional services 684 355 Total revenue $ 59,201 $ 50,124 The opening and closing balances of the Company’s receivables, deferred contract costs and contract liabilities from contracts with customers are as follows: (in thousands) March 31, December 31, Accounts receivable, net $ 51,801 $ 58,799 Deferred contract costs, current portion 11,064 10,387 Deferred contract costs, long-term 15,080 14,596 Deferred revenues 105,500 99,928 Deferred Contract Costs A summary of the activity impacting the deferred contract costs for the three months ended March 31, 2023 and the year ended December 31, 2022 is presented below: (in thousands) Three Months Ended March 31, 2023 Twelve Months Ended December 31, 2022 Balance at beginning of period $ 24,983 $ 18,547 Costs amortized ( 2,860 ) ( 8,816 ) Additional amounts deferred 4,021 15,252 Balance at end of period 26,144 24,983 Classified as: Current 11,064 10,387 Non-current 15,080 14,596 Total deferred contract costs (deferred commissions) $ 26,144 $ 24,983 Contract Liabilities A summary of the activity impacting deferred revenue balances during the three months ended March 31, 2023 and for the year ended December 31, 2022 is presented below: (in thousands) Three Months Ended March 31, 2023 Twelve Months Ended December 31, 2022 Balance at beginning of period $ 99,928 $ 84,023 Revenue recognized ( 59,201 ) ( 222,653 ) Additional amounts deferred 64,773 238,558 Balance at end of period $ 105,500 $ 99,928 Remaining Performance Obligations Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be invoiced and recognized as revenue in future periods. The Company expects to recognize approximately 68 % of the revenue within the next year and the remainder thereafter. The remaining performance obligations consisted of the following: (in thousands) March 31, December 31, Current $ 180,902 $ 183,527 Non-current 84,890 93,464 Total $ 265,792 $ 276,991 |
Short-term Investments
Short-term Investments | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | 5. Short-term Investments Short-term investments classified as available-for-sale consisted of the following: March 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: US Treasuries $ 73,491 $ 15 $ ( 78 ) $ 73,428 Agency bonds 3,290 1 — 3,291 Commercial paper 105,554 13 ( 73 ) 105,494 Certificates of deposit 36,755 12 ( 25 ) 36,742 Total short-term investments $ 219,090 $ 41 $ ( 176 ) $ 218,955 December 31, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: US Treasuries $ 59,849 $ 3 $ ( 129 ) $ 59,723 Agency bonds 6,450 4 ( 2 ) 6,452 Commercial paper 95,831 29 ( 123 ) 95,737 Certificates of deposit 23,034 17 ( 24 ) 23,027 Total short-term investments $ 185,164 $ 53 $ ( 278 ) $ 184,939 All short-term investments had stated maturity dates of less than one year. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | 6. Accounts Receivable Accounts receivable consisted of the following: (in thousands) March 31, December 31, Accounts receivable $ 52,926 $ 59,780 Unbilled receivable 554 881 53,480 60,661 Less: allowance for doubtful accounts ( 1,679 ) ( 1,862 ) Accounts receivable, net $ 51,801 $ 58,799 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consisted of the following: (in thousands) March 31, December 31, Computers and software $ 6,396 $ 5,924 Furniture and equipment 1,162 1,204 Leasehold improvements 2,161 2,134 9,719 9,262 Less: accumulated depreciation and amortization ( 5,267 ) ( 4,798 ) Property and equipment, net $ 4,452 $ 4,464 Depreciation and amortization expense associated with property and equipment was $ 0.5 million for the three months ended March 31, 2023 and 2022 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets The carrying amounts of goodwill and intangible assets, as of March 31, 2023 and December 31, 2022, consisted of the following: March 31, 2023 Gross Accumulated Net Carrying (in thousands) (As Restated) Finite-lived intangible assets: Customer relationships $ 409,430 $ ( 137,290 ) $ 272,140 Developed technologies 56,975 ( 27,563 ) 29,412 Tradenames 35,918 ( 7,684 ) 28,234 Database 50,215 ( 41,706 ) 8,509 Total finite-lived intangible assets 552,538 ( 214,243 ) 338,295 Goodwill 1,324,733 — 1,324,733 Total goodwill and intangible assets $ 1,877,271 $ ( 214,243 ) $ 1,663,028 December 31, 2022 Gross Accumulated Net Carrying (in thousands) (As Restated) Finite-lived intangible assets: Customer relationships $ 409,430 $ ( 128,745 ) $ 280,685 Developed technologies 56,965 ( 25,514 ) 31,451 Tradenames 35,914 ( 7,150 ) 28,764 Database 50,215 ( 40,393 ) 9,822 Total finite-lived intangible assets 552,524 ( 201,802 ) 350,722 Goodwill 1,324,733 — 1,324,733 Total goodwill and intangible assets $ 1,877,257 $ ( 201,802 ) $ 1,675,455 Amortization expense associated with finite-lived intangible assets wa s $ 12.4 m illion and $ 14.7 million for the three months ended March 31, 2023 and 2022 , respectively, of which $ 3.4 million and $ 5.4 million was included in cost of revenue for each respective period. Estimated total intangible amortization expense during the next five years and thereafter is as follows: (in thousands) 2023, excluding the three months ended March 31, 2023 $ 37,467 2024 46,925 2025 42,367 2026 34,892 2027 28,559 Thereafter 148,085 Total $ 338,295 The Company determined it had one reporting unit. There was no impairment of goodwill in the three months ended March 31, 2023 or 2022 . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: March 31, December 31, (in thousands) (As Restated) Payroll and payroll-related $ 7,587 $ 11,961 Tax receivable agreement, current portion 5,203 — Contingent consideration, current 2,250 — Sales, franchise, and other taxes 10,528 11,738 Other 3,748 3,156 Accrued expenses and other current liabilities $ 29,316 $ 26,855 On January 12, 2023, the Company announced a restructuring plan intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. During the first quarter of 2023, the Company incurred restructuring and related charges of $ 2.1 million, consisting primarily of severance payments, employee benefits, and related cash expenses. These charges were recognized within Transaction, integration, and restructuring expenses in the Company’s condensed consolidated statements of operations. As of March 31, 2023 , $ 1.8 million has been paid and the remaining $ 0.3 million is included in Accrued expenses and other liabilities in the condensed consolidated balance sheets. The Company expects these remaining payments to be made over the next three months. In addition, the Company expects to incur an additional $ 0.5 million in expense through August 2023 associated with the restructuring plan. In the first quarter of 2023, the Company began a review of its sales tax positions, and related accounting matters, with the assistance of outside consultants. As a result of the review, subsequent to the filing of the Original Report, the Company determined during the second quarter of 2023 that sales in certain states were subject to sales tax and that the Company had not assessed such sales tax on sales of its services to customers. As of March 31, 2023 and December 31, 2022, the Company has accrued a sales tax accrual, which includes maximum penalties and interest, of $ 8.5 million and $ 8.1 million, respectively. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Long-Term Debt, Unclassified [Abstract] | |
Long-Term Debt | 10. Long-Term Debt Long-term debt consisted of the following as of March 31, 2023 and December 31, 2022, respectively: March 31, 2023 (in thousands) Principal Unamortized debt Total debt, 2021 Term Loan $ 264,688 $ ( 1,910 ) $ 262,778 Less: current portion of long-term debt 10,313 Long-term debt $ 252,465 December 31, 2022 (in thousands) Principal Unamortized debt Total debt, 2021 Term Loan $ 266,406 $ ( 2,047 ) $ 264,359 Less: current portion of long-term debt 8,594 Long-term debt $ 255,765 During the three months ended March 31, 2023, the Company repaid $ 1.7 million in outstanding principal of the 2021 Term Loan. 2021 Credit Agreement In September 2021, DH Holdings entered into a credit agreement (the "2021 Credit Agreement") with Bank of America, N.A., as administrative agent, the other lenders party thereto and the other parties specified therein. 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 a previous credit agreement. 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' 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 wa s $ 264.7 million outstanding on the 2021 Term Loan at March 31, 2023. DH Holdings is required to pay the lenders under the 2021 Credit Agreement an unused commitment fee of between 0.25 % and 0.30 % per annum on the undrawn commitments under the 2021 Revolving Line of Credit, depending on the total net leverage ratio, quarterly in arrears. The expense is included in interest expense in the statements of operations. There was no outstanding balance on the 2021 Revolving Line of Credit at March 31, 2023. 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 is based on the total leverage ratio beginning in the fiscal year ended December 31, 2022. As of March 31, 2023 , the effective interest rate was 6.66 %. On October 31, 2022, the Company amended the 2021 Credit Agreement to replace the LIBO rate with Term SOFR plus an applicable rate. In connection with the 2021 Credit Agreement, the Company capitalized financing costs totaling $ 3.5 million, $ 2.8 million for the 2021 Term Loan facility and $ 0.8 million for the 2021 Revolving Line of Credit. The financing costs associated with the 2021 Term Loan facility are recorded as a contra-debt balance in Term loan, net of current portion in the condensed consolidated balance sheets and are amortized over the remaining life of the loan using the effective interest method. The financing costs associated with the 2021 Revolving Line of Credit are recorded in Other assets in the condensed consolidated balance sheet are amortized over the life of the arrangement. At March 31, 2023 , the unamortized financing costs were $ 0.5 million. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 11. Derivative Instruments and Hedging Activities Risk Management Objective of Using Derivatives The Company is exposed to risks from changes in interest rates related to the 2021 Term Loan (See Note 10. Long-Term Debt ). The Company uses derivative financial instruments, specifically, interest rate swap contracts, in order to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Our primary objective in holding derivatives is to reduce the volatility of cash flows associated with changes in interest rates. The Company does not enter into derivative transactions for speculative or trading purposes. Cash Flow Hedges of Interest Rate Risk The Company entered into two interest rate swap agreements, effective on March 31, 2022. Until October 31, 2022, the counterparties to each of the agreements paid the Company interest at a floating rate on the notional amounts based on the one-month USD-LIBOR swap rate. On October 31, 2022, in conjunction with the amendment to the 2021 Credit Agreement (See Note 10. Long-Term Debt ), the Company amended the two interest rate swap agreements to replace the LIBO rate with Term SOFR. As a result, subsequent to October 31, 2022, the counterparties paid and will continue to pay interest at a floating rate based on Term SOFR. As of March 31, 2023 , the two outstanding interest rate swap agreements each had a notional value of $ 66.2 million with fixed interest rate s of 1.909 % and 1.9065 %. Inter est payments under the swaps are made monthly on a net settlement basis. The Company has not recorded any amounts due to ineffectiveness for the period ended March 31, 2023. The notional value of each interest rate swap agreement is expected to match the corresponding principal amount of a portion of our borrowings under the 2021 Term Loan. The swap agreements mature on March 31, 2025 . The derivative interest rate swaps are designated and qualify as cash flow hedges. Consequently, the change in the estimated fair value of the effective portion of the derivative is recognized in accumulated other comprehensive income (“AOCI”) on our consolidated balance sheets and reclassified to interest expense, net, when the underlying transaction has an impact on earnings. The Company expects to recognize approximately $ 3.5 million of net pre-tax gains from accumulated other comprehensive income as a reduction of interest expense in the next twelve months associated with its interest rate swaps. The Company recognizes derivative instruments and hedging activities on a gross basis as either assets or liabilities on the Company’s consolidated balance sheets and measures them at fair value. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. The fair values of the interest rate swaps and their respective locations in our condensed consolidated balance sheets at March 31, 2023 and December 31, 2022 were as follows: (in thousands) Description Balance Sheet Location March 31, 2023 December 31, 2022 Short-term derivative asset Prepaid expenses and other current assets $ 3,460 $ 3,716 Long-term derivative asset Other assets 1,735 2,834 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date, and establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value as follows: Level 1 - Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs that are supported by little or no market activity, including the Company’s own assumptions in determining fair value. The Company’s financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and equivalents, short-term investments, accounts receivable, accounts payable, long-term and short-term debt, and contingent consideration payable. The estimated fair value of cash included in cash and cash equivalents, accounts receivable, and accounts payable approximates their carrying value due to due to their short maturities (less than 12 months). Debt The Company’s short- and long-term debt are recorded at their carrying values in the condensed consolidated balance sheets, which may differ from their respective fair values. The carrying values and estimated fair values of the Company’s short- and long-term debt approximate their carrying values as of March 31, 2023 and December 31, 2022, based on interest rates currently available to the Company for similar borrowings. Money market funds (included in cash and cash equivalents) Money market funds are recorded at fair value using quoted market prices in active markets and are classified as Level 1 in the fair value hierarchy. Short-term investments The Company estimates the fair values of investments in U.S. treasuries, agency bond securities, commercial paper, and certificates of deposit using level 2 inputs, taking into consideration valuations obtained from a third-party pricing service. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads, market yield curves, benchmark securities, prepayment/default projections based on historical data, and other observable inputs. Derivative financial instruments Currently, the Company uses interest rate swaps to manage interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, and implied volatilities. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of its derivatives held as of March 31, 2023 and December 31, 2022 were classified as Level 2 in the fair value hierarchy. Contingent consideration The deferred consideration that resulted from the acquisition of Analytical Wizards in the first quarter of 2022, which is subject to the meeting of certain expense control metrics during the two-year period following the acquisition, is measured at fair value on a recurring basis. The fair value was estimated based on the present value of the amount expected to be paid at the end of the measurement period. At March 31, 2023, the fair value of the contingent consideration was estimated to be $ 2.3 million and is included in accrued expenses and other current liabilities on the condensed consolidated balance sheet. Earnout liabilities are classified within Level 3 in the fair value hierarchy because the methodology used to develop the estimated fair value includes significant unobservable inputs reflecting management’s own assumptions. The table below presents a reconciliation of earnout liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in thousands) March 31, December 31, Balance at beginning of period $ 2,250 $ 7,500 Additions — 1,000 Net change in fair value and other adjustments — 1,250 Payments — ( 7,500 ) Balance at end of period $ 2,250 $ 2,250 Non-recurring fair value measurements Certain assets and liabilities, including property, plant, and equipment, lease right-of-use assets, goodwill, and other intangible assets, are measured at fair value on a non-recurring basis. These assets are remeasured when the derived fair value is below the carrying value on the Company’s condensed consolidated balance sheet. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. When impairment has occurred, the Company measures the required charges and adjusts the carrying value as discussed in Note 2. Summary of Significant Accounting Policies of the notes to the consolidated financial statements in the Company’s 2022 Form 10-K/A. At March 31, 2023 and December 31, 2022, assets and liabilities measured at fair value on a recurring basis were as follows: March 31, 2023 (in thousands) Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Money market funds $ 17,727 $ 17,727 $ — $ — Commercial paper (maturities less than 90 days) 4,997 — 4,997 — Short-term investments: U.S. Treasuries 73,428 — 73,428 — Agency bonds 3,291 — 3,291 — Commercial paper 105,494 — 105,494 — Certificates of deposit 36,742 — 36,742 — Prepaid expenses and other current assets: Interest rate swap contracts 3,460 — 3,460 — Other assets: Interest rate swap contracts 1,735 — 1,735 — Liabilities: Accrued expenses and other current liabilities: Contingent consideration 2,250 — — 2,250 December 31, 2022 (in thousands) Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Money market funds $ 39,523 $ 39,523 $ — $ — Commercial paper (maturities less than 90 days) 2,276 — 2,276 — Certificates of deposit (maturities less than 90 days) 1,549 — 1,549 — Agency bonds (maturities less than 90 days) 768 — 768 — Short-term investments: U.S. Treasuries 59,723 — 59,723 — Agency bonds 6,452 — 6,452 — Commercial paper 95,737 — 95,737 — Certificates of deposit 23,027 — 23,027 — Prepaid expenses and other current assets: Interest rate swap contracts 3,716 — 3,716 — Other assets: Interest rate swap contracts 2,834 — 2,834 — Liabilities: Other long-term liabilities: Contingent consideration 2,250 — — 2,250 At March 31, 2023 and December 31, 2022 , except for the contingent consideration noted above, the estimated fair values of all of the Company’s financial assets and liabilities subject to the three-level fair value hierarchy approximated their carrying values due to their short-term maturities (less than 12 months). |
Noncontrolling Interest
Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 13. 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 condensed consolidated financial statements based on the LLC Units held by Continuing Pre-IPO LLC Members other than Definitive Healthcare Corp. 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 LLC Units by such Continuing Pre-IPO LLC Members will result in a change in ownership and reduce or increase the amount recorded as noncontrolling interests and increase or decrease additional paid-in capital in the Company’s Condensed Consolidated Balance Sheets. During the three months ended March 31, 2023 , 4,771,545 LLC Units held by Continuing Pre-IPO LLC Members were exchanged for shares of Class A Common Stock of Definitive Healthcare Corp. pursuant to the terms of the Amended LLC Agreement. In addition, 380,676 restricted stock units vested and 127,829 shares were withheld to cover withholding tax obligations, resulting in the net issuance of 252,847 shares of Class A Common Stock of Definitive Healthcare Corp., for which LLC Units were issued on a one-for-one basis pursuant to the Definitive OpCo second amended and restated limited liability company agreement entered into in connection with the IPO. As of March 31, 2023 and December 31, 2022, Definitive Healthcare Corp. held ownership interests in Definitive OpCo of 71.4 % and 68.2 %, respectively, and noncontrolling interests of 28.6 % and 31.8 %, respectively . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Income | 14. Accumulated Other Comprehensive Income The following table summarize the changes in accumulated balances of other comprehensive income for the three months ended March 31, 2023 and 2022, respectively. Three Months Ended March 31, 2023 (in thousands) Unrealized Gains on Cash Flow Hedges Unrealized Loss on Investments Foreign Currency Translation Adjustments Total Beginning balance $ 4,307 $ ( 135 ) $ ( 504 ) $ 3,668 Other comprehensive (loss) income before reclassifications ( 344 ) 62 14 ( 268 ) Amounts reclassified from AOCI ( 607 ) — — ( 607 ) Ending balance $ 3,356 $ ( 73 ) $ ( 490 ) $ 2,793 Three months ended March 31, 2022 (in thousands) Unrealized Gains on Cash Flow Hedges Unrealized Loss on Investments Foreign Currency Translation Adjustments Total Beginning balance $ — $ — $ 62 $ 62 Other comprehensive income (loss) before reclassifications 1,049 ( 197 ) 4 856 Ending balance $ 1,049 $ ( 197 ) $ 66 $ 918 |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 15. Equity-Based Compensation The Company recognizes equity-based compensation expense associated with awards granted under equity incentive plans. Equity-based compensation expense is allocated to all departments based on the recipients of the compensation. A summary of the expense by line item in the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022, respectively, is provided in the following table. Three Months Ended March 31, (in thousands) 2023 2022 Cost of revenue $ 258 $ 232 Sales and marketing 2,649 3,746 Product development 3,011 1,289 General and administrative 5,210 1,605 Total compensation expense $ 11,128 $ 6,872 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes During the three months ended March 31, 2023, management performed an assessment of the recoverability of deferred tax assets. Management determined, based on the accounting standards applicable to such assessment, that there was sufficient negative evidence as a result of the Company’s scheduled reversal of deferred tax liabilities and cumulative losses to conclude it was more likely than not that its deferred tax assets would not be realized and has recorded a valuation allowance against its deferred tax assets that are not more likely than not to be realized. 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. As of March 31, 2023 , the Company has recorded a net deferred tax liability of $ 78.3 million, as restated. The net deferred tax liability reflects a valuation allowance against deferred tax assets that are more likely than not to not be realized as well as reversing taxable temporary differences that will not provide a source of taxable income due to attribute limitation rules. The Company recognizes uncertain income tax positions when it is more-likely-than-not the position will be sustained upon examination. As of March 31, 2023 and December 31, 2022 , the Company has no t identified any uncertain tax positions and has not recognized any related reserves. The Company's effective tax rate was 4.3 %, as restated, and 3.2 %, as restated, for the three months ended March 31, 2023 and 2022 , respectively. The Company’s effective tax rate differs from the statutory tax rate of 21 % due to the valuation allowance recorded, foreign tax rates that differ from the U.S. statutory tax rate, and partnership income that is not taxed. As described above, the Company has a valuation allowance as it has not yet attained a sustained level of profitability and the objectively verifiable negative evidence outweighed the positive evidence. The income of the Company’s subsidiaries is generally subject to corporate-level taxation, and certain of these subsidiaries have a valuation allowance whereas others do not. The effective tax rates for each period generally arise from the tax provisions for Company subsidiaries without valuation allowances, and the impact of any revaluation of deferred taxes arising from changes in the states effective tax rates. Such revaluations are caused by changes in state apportionment factors arising from fluctuations in the mix of sales, property and payroll by state, certain state tax rate changes and certain state tax incentives. Tax Receivable Agreement Pursuant to the Company's election under Section 754 of the Internal Revenue Code (the "Code"), the Company expects to obtain an increase in its share of the tax basis in the net assets of AIDH Topco, LLC when LLC Interests are redeemed or exchanged by other members. The Company plans to make an election under Section 754 of the Code for each taxable year in which a redemption of exchange of LLC Interest occurs. The Company intends to treat any redemptions and exchanges of LLC Interest as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that would otherwise be paid in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the IPO, the Company entered into a Tax Receivable Agreement ("TRA") among Definitive Healthcare Corp., Definitive OpCo, and the TRA Parties and has recorded a liability under the TRA of $ 165.7 milli on, as restated, and $ 155.1 million, as restated, as of March 31, 2023 and December 31, 2022, respectively. During the three months ended March 31, 2023 and 2022, the Company recognized a TRA remeasurement loss of $ 3.6 million, as restated, and $ 0.2 million, as restated, within Other expense, net in the Company’s condensed consolidated statements of operations. Under the TRA, the Company generally will be required to pay to the TRA Parties 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 basis adjustments resulting from (a) acquisitions by the Company of LLC Units from pre-IPO holders in connection with the IPO, and (b) subsequent redemptions or exchanges of LLC Units by holders for Class A Common Stock or other consideration, (ii) certain tax attributes acquired by the Company from the Blocker Companies in the Reorganization Transactions, and (iii) certain 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. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 17. Loss Per Share Basic net loss per share of Class A Common Stock is computed by dividing net income attributable to Definitive Healthcare Corp. by the weighted-average number of shares of Class A Common Stock outstanding during the period, excluding unvested equity awards and subsidiary member units not exchanged. Diluted earnings per share of Class A Common Stock is calculated by dividing net income attributable to Definitive Healthcare Corp., adjusted for the assumed exchange of all potentially dilutive securities by the weighted-average number of shares of Class A Common Stock outstanding. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of Class A Common Stock for the three months ended March 31, 2023 and 2022 . Three Months Ended March 31, 2023 2022 (in thousands) (As Restated) Numerator: Net loss $ ( 15,972 ) $ ( 13,039 ) Less: Net loss attributable to noncontrolling interests ( 3,909 ) ( 4,458 ) Net loss attributable to Definitive Healthcare Corp. $ ( 12,063 ) $ ( 8,581 ) The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock for the three months ended March 31, 2023 and 2022 (per share amounts unaudited). Three Months Ended March 31, 2023 2022 (in thousands, except number of shares and per share amounts) (As Restated) Basic net loss per share attributable to common stockholders Numerator: Allocation of net loss attributable to Definitive Healthcare Corp. $ ( 12,063 ) $ ( 8,581 ) Denominator: Weighted average number of shares of Class A Common Stock outstanding 108,234,043 97,158,823 Net loss per share, basic and diluted $ ( 0.11 ) $ ( 0.09 ) Shares of the Company’s Class B Common Stock do not participate in the earnings or losses of Definitive Healthcare Corp. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented. The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the period presented because their effect would have been anti-dilutive: Three Months Ended March 31, 2023 2022 Definitive OpCo LLC Units (vested and unvested) 45,626,933 57,666,776 Restricted Stock Units 6,211,625 3,098,264 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023 and 2022 the Company recorded revenue from related parties of $ 0.4 million and $ 0.2 million, respectively. Receivables for related party revenue transactions amounted to $ 0.2 million and $ 0.8 million at March 31, 2023 and December 31, 2022 , respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in conformity with rules applicable to quarterly financial information. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The condensed consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022. All adjustments, consisting of normal recurring adjustments, except as otherwise noted, considered necessary for a fair presentation of the unaudited interim condensed consolidated financial statements for these interim periods have been included. Refer to Note 2. Summary of Significant Accounting Policies in the notes to the consolidated financial statements in the 2022 Form 10-K/A for the Company’s significant accounting policies and estimates. |
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, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, revenue recognition, allowance for doubtful accounts, contingencies, valuations, useful lives of intangible assets acquired in business combinations, equity-based compensation, and income taxes. Actual results could differ from those estimates. |
Adoption of Recently Issued Financial Accounting Standards | Adoption of Recently Issued Financial Accounting Standards 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 adopted the update effective January 1, 2023 and the adoption of the standard did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other accounting standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, we do not believe that the adoption of recently issued standards have had or may have a material impact on our condensed consolidated statements or disclosures. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Effect of Restatement Item | A summary of the adjustments described above is as follows: Three Months Ended March 31, 2023 March 31, 2022 (in thousands) As previously reported As Restated As previously reported As Restated Net loss $ ( 15,600 ) $ ( 15,972 ) $ ( 13,057 ) $ ( 13,039 ) Net loss attributable to noncontrolling interests ( 3,783 ) ( 3,909 ) ( 4,433 ) ( 4,458 ) Net loss attributable to Definitive Healthcare Corp. ( 11,817 ) ( 12,063 ) ( 8,624 ) ( 8,581 ) As of March 31, 2023 December 31, 2022 (in thousands) As previously reported As Restated As previously reported As Restated Total assets $ 2,115,236 $ 2,116,867 $ 2,120,993 $ 2,122,624 Total liabilities 645,785 653,009 633,772 640,679 Total equity 1,469,451 1,463,858 1,487,221 1,481,945 |
Schedule of Error Corrections and Prior Period Adjustments | The following table sets forth the corrections in each of the individual line items affected in the condensed consolidated statements of operations for each respective period: Three Months Ended (in thousands) March 31, 2023 March 31, 2022 Increase in general and administrative expense (a) $ 439 $ 581 Increase in gain on remeasurement of TRA liability (other income) (b) 67 86 Increase in benefit from income taxes (c) — 513 Increase (decrease) in net loss due to restatement items 372 ( 18 ) Increase in net loss attributable to noncontrolling interests due to restatement items (d) 126 25 Increase (decrease) in net loss attributable to Definitive Healthcare Corp. due to restatement items 246 ( 43 ) See footnote descriptions above Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 (in thousands, except share amounts and per share data) As previously reported As Restated As previously reported As Restated Revenue $ 59,201 $ 59,201 $ 50,124 $ 50,124 Cost of revenue: Cost of revenue exclusive of amortization 8,552 8,552 5,950 5,950 Amortization 3,354 3,354 5,378 5,378 Gross profit 47,295 47,295 38,796 38,796 Operating expenses: Sales and marketing 23,423 23,423 21,293 21,293 Product development 9,884 9,884 6,850 6,850 General and administrative 13,640 14,079 10,454 11,035 Depreciation and amortization 9,590 9,590 9,874 9,874 Transaction, integration, and restructuring expenses 2,590 2,590 1,310 1,310 Total operating expenses 59,127 59,566 49,781 50,362 Loss from operations ( 11,832 ) ( 12,271 ) ( 10,985 ) ( 11,566 ) Other income (expense), net: Interest income 2,834 2,834 70 70 Interest expense ( 3,614 ) ( 3,614 ) ( 1,954 ) ( 1,954 ) Other expense, net ( 3,698 ) ( 3,631 ) ( 101 ) ( 15 ) Total other expense, net ( 4,478 ) ( 4,411 ) ( 1,985 ) ( 1,899 ) Loss before income taxes ( 16,310 ) ( 16,682 ) ( 12,970 ) ( 13,465 ) Benefit from (provision for) income taxes 710 710 ( 87 ) 426 Net loss ( 15,600 ) ( 15,972 ) ( 13,057 ) ( 13,039 ) Less: Net loss attributable to noncontrolling interests ( 3,783 ) ( 3,909 ) ( 4,433 ) ( 4,458 ) Net loss attributable to Definitive Healthcare Corp. $ ( 11,817 ) $ ( 12,063 ) $ ( 8,624 ) $ ( 8,581 ) Net loss per share of Class A Common Stock: Basic and diluted $ ( 0.11 ) $ ( 0.11 ) $ ( 0.09 ) $ ( 0.09 ) Weighted average Common Stock outstanding: Basic and diluted (1) 108,234,043 108,234,043 97,158,823 97,158,823 The following table sets forth the corrections in each of the line items affected in the condensed consolidated balance sheets for each respective period: (in thousands) As previously reported Restatement Adjustments As Restated March 31, 2023 Goodwill $ 1,323,102 $ 1,631 $ 1,324,733 Total assets 2,115,236 1,631 2,116,867 Accrued expenses and other current liabilities 20,770 8,546 29,316 Total current liabilities 142,620 8,546 151,166 Tax receivable agreements liability, net of current portion 161,721 ( 1,322 ) 160,399 Total liabilities 645,785 7,224 653,009 Additional paid-in capital 1,020,709 ( 2,017 ) 1,018,692 Accumulated deficit ( 35,531 ) ( 1,594 ) ( 37,125 ) Noncontrolling interests 481,370 ( 1,982 ) 479,388 Total equity 1,469,451 ( 5,593 ) 1,463,858 Total liabilities and equity 2,115,236 1,631 2,116,867 December 31, 2022 Goodwill $ 1,323,102 $ 1,631 $ 1,324,733 Total assets 2,120,993 1,631 2,122,624 Accrued expenses and other current liabilities 18,748 8,107 26,855 Total current liabilities 132,503 8,107 140,610 Tax receivable agreements liability, net of current portion 156,311 ( 1,200 ) 155,111 Total liabilities 633,772 6,907 640,679 Additional paid-in capital 972,077 ( 1,870 ) 970,207 Accumulated deficit ( 23,714 ) ( 1,348 ) ( 25,062 ) Noncontrolling interests 535,085 ( 2,058 ) 533,027 Total equity 1,487,221 ( 5,276 ) 1,481,945 Total liabilities and equity 2,120,993 1,631 2,122,624 The following table sets forth the corrections in each of the line items affected in the condensed consolidated statements of changes in total equity for each respective period: Additional Paid-In Accumulated Noncontrolling Total (in thousands) Capital Deficit Interests Equity December 31, 2022 As reported $ 972,077 $ ( 23,714 ) $ 535,085 $ 1,487,221 Adjustment due to cumulative error correction ( 1,870 ) ( 1,348 ) ( 2,058 ) ( 5,276 ) As restated $ 970,207 $ ( 25,062 ) $ 533,027 $ 1,481,945 March 31, 2023 As reported $ 1,020,709 $ ( 35,531 ) $ 481,370 $ 1,469,451 Adjustment due to cumulative error correction ( 2,017 ) ( 1,594 ) ( 1,982 ) ( 5,593 ) As restated $ 1,018,692 $ ( 37,125 ) $ 479,388 $ 1,463,858 The following table sets forth the corrections in each of the line items affected in the condensed consolidated statements of cash flows for each respective period: (in thousands) As previously reported Error correction As Restated March 31, 2023 Net loss $ ( 15,600 ) $ ( 372 ) $ ( 15,972 ) Adjustments to reconcile net loss to net cash provided by operating activities: Tax receivable agreement remeasurement gain 3,619 ( 67 ) 3,552 AP, accrued expenses, and other current liabilities ( 4,294 ) 439 ( 3,855 ) March 31, 2022 Net loss $ ( 13,057 ) $ 18 $ ( 13,039 ) Adjustments to reconcile net loss to net cash provided by operating activities: Tax receivable agreement remeasurement gain 248 ( 86 ) 162 Deferred income taxes 69 ( 513 ) ( 444 ) AP, accrued expenses, and other current liabilities ( 3,579 ) 581 ( 2,998 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Summary of Transaction Transferred | The consideration transferred for the transaction is summarized as follows: (in thousands) Initial cash investment in December 2021 $ 40,000 Cash consideration paid at closing 58,645 Working capital adjustment ( 202 ) Contingent consideration 1,000 Purchase price $ 99,443 |
Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired | (in thousands) Purchase price allocation: Preliminary, as originally reported Measurement period adjustments As adjusted Cash $ 2,146 $ — $ 2,146 Accounts receivable 3,575 ( 50 ) 3,525 Prepaid expenses and other current assets 506 341 847 Property and equipment 134 — 134 Intangible assets 46,000 — 46,000 Right-of-use asset, operating leases 832 — 832 Other assets — 703 703 Accounts payable and accrued expenses ( 485 ) ( 543 ) ( 1,028 ) Deferred revenue ( 3,691 ) 326 ( 3,365 ) Right-of-use liability, operating leases ( 832 ) — ( 832 ) Deferred taxes ( 10,345 ) 67 ( 10,278 ) Other liabilities ( 267 ) ( 633 ) ( 900 ) Total assets acquired and liabilities assumed 37,573 211 37,784 Goodwill 62,072 ( 413 ) 61,659 Purchase price $ 99,645 $ ( 202 ) $ 99,443 |
Schedule of Business Acquisition, Pro Forma Information | Unaudited Pro Forma Supplementary Data: Three Months Ended March 31, 2022 (in thousands) (As Restated) Revenue $ 51,601 Net loss ( 13,636 ) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table represents a disaggregation of revenue from arrangements with customers for the three months ended March 31, 2023 and 2022, respectively: Three Months Ended March 31, (in thousands) 2023 2022 Subscription services $ 58,517 $ 49,769 Professional services 684 355 Total revenue $ 59,201 $ 50,124 |
Summary of Receivables, Deferred Contract Costs and Contract Liabilities from Contract with Customers | The opening and closing balances of the Company’s receivables, deferred contract costs and contract liabilities from contracts with customers are as follows: (in thousands) March 31, December 31, Accounts receivable, net $ 51,801 $ 58,799 Deferred contract costs, current portion 11,064 10,387 Deferred contract costs, long-term 15,080 14,596 Deferred revenues 105,500 99,928 Deferred Contract Costs A summary of the activity impacting the deferred contract costs for the three months ended March 31, 2023 and the year ended December 31, 2022 is presented below: (in thousands) Three Months Ended March 31, 2023 Twelve Months Ended December 31, 2022 Balance at beginning of period $ 24,983 $ 18,547 Costs amortized ( 2,860 ) ( 8,816 ) Additional amounts deferred 4,021 15,252 Balance at end of period 26,144 24,983 Classified as: Current 11,064 10,387 Non-current 15,080 14,596 Total deferred contract costs (deferred commissions) $ 26,144 $ 24,983 |
Summary of Deferred Revenue Balances | A summary of the activity impacting deferred revenue balances during the three months ended March 31, 2023 and for the year ended December 31, 2022 is presented below: (in thousands) Three Months Ended March 31, 2023 Twelve Months Ended December 31, 2022 Balance at beginning of period $ 99,928 $ 84,023 Revenue recognized ( 59,201 ) ( 222,653 ) Additional amounts deferred 64,773 238,558 Balance at end of period $ 105,500 $ 99,928 |
Summary of Remaining Performance Obligation | The remaining performance obligations consisted of the following: (in thousands) March 31, December 31, Current $ 180,902 $ 183,527 Non-current 84,890 93,464 Total $ 265,792 $ 276,991 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Short-term Investments | Short-term investments classified as available-for-sale consisted of the following: March 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: US Treasuries $ 73,491 $ 15 $ ( 78 ) $ 73,428 Agency bonds 3,290 1 — 3,291 Commercial paper 105,554 13 ( 73 ) 105,494 Certificates of deposit 36,755 12 ( 25 ) 36,742 Total short-term investments $ 219,090 $ 41 $ ( 176 ) $ 218,955 December 31, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: US Treasuries $ 59,849 $ 3 $ ( 129 ) $ 59,723 Agency bonds 6,450 4 ( 2 ) 6,452 Commercial paper 95,831 29 ( 123 ) 95,737 Certificates of deposit 23,034 17 ( 24 ) 23,027 Total short-term investments $ 185,164 $ 53 $ ( 278 ) $ 184,939 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following: (in thousands) March 31, December 31, Accounts receivable $ 52,926 $ 59,780 Unbilled receivable 554 881 53,480 60,661 Less: allowance for doubtful accounts ( 1,679 ) ( 1,862 ) Accounts receivable, net $ 51,801 $ 58,799 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: (in thousands) March 31, December 31, Computers and software $ 6,396 $ 5,924 Furniture and equipment 1,162 1,204 Leasehold improvements 2,161 2,134 9,719 9,262 Less: accumulated depreciation and amortization ( 5,267 ) ( 4,798 ) Property and equipment, net $ 4,452 $ 4,464 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The carrying amounts of goodwill and intangible assets, as of March 31, 2023 and December 31, 2022, consisted of the following: March 31, 2023 Gross Accumulated Net Carrying (in thousands) (As Restated) Finite-lived intangible assets: Customer relationships $ 409,430 $ ( 137,290 ) $ 272,140 Developed technologies 56,975 ( 27,563 ) 29,412 Tradenames 35,918 ( 7,684 ) 28,234 Database 50,215 ( 41,706 ) 8,509 Total finite-lived intangible assets 552,538 ( 214,243 ) 338,295 Goodwill 1,324,733 — 1,324,733 Total goodwill and intangible assets $ 1,877,271 $ ( 214,243 ) $ 1,663,028 December 31, 2022 Gross Accumulated Net Carrying (in thousands) (As Restated) Finite-lived intangible assets: Customer relationships $ 409,430 $ ( 128,745 ) $ 280,685 Developed technologies 56,965 ( 25,514 ) 31,451 Tradenames 35,914 ( 7,150 ) 28,764 Database 50,215 ( 40,393 ) 9,822 Total finite-lived intangible assets 552,524 ( 201,802 ) 350,722 Goodwill 1,324,733 — 1,324,733 Total goodwill and intangible assets $ 1,877,257 $ ( 201,802 ) $ 1,675,455 |
Schedule of Future Amortization Expense | Estimated total intangible amortization expense during the next five years and thereafter is as follows: (in thousands) 2023, excluding the three months ended March 31, 2023 $ 37,467 2024 46,925 2025 42,367 2026 34,892 2027 28,559 Thereafter 148,085 Total $ 338,295 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: March 31, December 31, (in thousands) (As Restated) Payroll and payroll-related $ 7,587 $ 11,961 Tax receivable agreement, current portion 5,203 — Contingent consideration, current 2,250 — Sales, franchise, and other taxes 10,528 11,738 Other 3,748 3,156 Accrued expenses and other current liabilities $ 29,316 $ 26,855 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Long-Term Debt, Unclassified [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following as of March 31, 2023 and December 31, 2022, respectively: March 31, 2023 (in thousands) Principal Unamortized debt Total debt, 2021 Term Loan $ 264,688 $ ( 1,910 ) $ 262,778 Less: current portion of long-term debt 10,313 Long-term debt $ 252,465 December 31, 2022 (in thousands) Principal Unamortized debt Total debt, 2021 Term Loan $ 266,406 $ ( 2,047 ) $ 264,359 Less: current portion of long-term debt 8,594 Long-term debt $ 255,765 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Values of the Interest Rate Swap | The fair values of the interest rate swaps and their respective locations in our condensed consolidated balance sheets at March 31, 2023 and December 31, 2022 were as follows: (in thousands) Description Balance Sheet Location March 31, 2023 December 31, 2022 Short-term derivative asset Prepaid expenses and other current assets $ 3,460 $ 3,716 Long-term derivative asset Other assets 1,735 2,834 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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): (in thousands) March 31, December 31, Balance at beginning of period $ 2,250 $ 7,500 Additions — 1,000 Net change in fair value and other adjustments — 1,250 Payments — ( 7,500 ) Balance at end of period $ 2,250 $ 2,250 |
Schedule of Fair Value of Assets and Liabilities Measured at Fair Value on Recurring Basis | At March 31, 2023 and December 31, 2022, assets and liabilities measured at fair value on a recurring basis were as follows: March 31, 2023 (in thousands) Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Money market funds $ 17,727 $ 17,727 $ — $ — Commercial paper (maturities less than 90 days) 4,997 — 4,997 — Short-term investments: U.S. Treasuries 73,428 — 73,428 — Agency bonds 3,291 — 3,291 — Commercial paper 105,494 — 105,494 — Certificates of deposit 36,742 — 36,742 — Prepaid expenses and other current assets: Interest rate swap contracts 3,460 — 3,460 — Other assets: Interest rate swap contracts 1,735 — 1,735 — Liabilities: Accrued expenses and other current liabilities: Contingent consideration 2,250 — — 2,250 December 31, 2022 (in thousands) Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Money market funds $ 39,523 $ 39,523 $ — $ — Commercial paper (maturities less than 90 days) 2,276 — 2,276 — Certificates of deposit (maturities less than 90 days) 1,549 — 1,549 — Agency bonds (maturities less than 90 days) 768 — 768 — Short-term investments: U.S. Treasuries 59,723 — 59,723 — Agency bonds 6,452 — 6,452 — Commercial paper 95,737 — 95,737 — Certificates of deposit 23,027 — 23,027 — Prepaid expenses and other current assets: Interest rate swap contracts 3,716 — 3,716 — Other assets: Interest rate swap contracts 2,834 — 2,834 — Liabilities: Other long-term liabilities: Contingent consideration 2,250 — — 2,250 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of Changes in Accumulated Balances in Other Comprehensive Income | The following table summarize the changes in accumulated balances of other comprehensive income for the three months ended March 31, 2023 and 2022, respectively. Three Months Ended March 31, 2023 (in thousands) Unrealized Gains on Cash Flow Hedges Unrealized Loss on Investments Foreign Currency Translation Adjustments Total Beginning balance $ 4,307 $ ( 135 ) $ ( 504 ) $ 3,668 Other comprehensive (loss) income before reclassifications ( 344 ) 62 14 ( 268 ) Amounts reclassified from AOCI ( 607 ) — — ( 607 ) Ending balance $ 3,356 $ ( 73 ) $ ( 490 ) $ 2,793 Three months ended March 31, 2022 (in thousands) Unrealized Gains on Cash Flow Hedges Unrealized Loss on Investments Foreign Currency Translation Adjustments Total Beginning balance $ — $ — $ 62 $ 62 Other comprehensive income (loss) before reclassifications 1,049 ( 197 ) 4 856 Ending balance $ 1,049 $ ( 197 ) $ 66 $ 918 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Equity Based Compensation Expense Recognized | A summary of the expense by line item in the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022, respectively, is provided in the following table. Three Months Ended March 31, (in thousands) 2023 2022 Cost of revenue $ 258 $ 232 Sales and marketing 2,649 3,746 Product development 3,011 1,289 General and administrative 5,210 1,605 Total compensation expense $ 11,128 $ 6,872 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of Net Loss Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of Class A Common Stock for the three months ended March 31, 2023 and 2022 . Three Months Ended March 31, 2023 2022 (in thousands) (As Restated) Numerator: Net loss $ ( 15,972 ) $ ( 13,039 ) Less: Net loss attributable to noncontrolling interests ( 3,909 ) ( 4,458 ) Net loss attributable to Definitive Healthcare Corp. $ ( 12,063 ) $ ( 8,581 ) The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock for the three months ended March 31, 2023 and 2022 (per share amounts unaudited). Three Months Ended March 31, 2023 2022 (in thousands, except number of shares and per share amounts) (As Restated) Basic net loss per share attributable to common stockholders Numerator: Allocation of net loss attributable to Definitive Healthcare Corp. $ ( 12,063 ) $ ( 8,581 ) Denominator: Weighted average number of shares of Class A Common Stock outstanding 108,234,043 97,158,823 Net loss per share, basic and diluted $ ( 0.11 ) $ ( 0.09 ) | |
Schedule of Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the period presented because their effect would have been anti-dilutive: Three Months Ended March 31, 2023 2022 Definitive OpCo LLC Units (vested and unvested) 45,626,933 57,666,776 Restricted Stock Units 6,211,625 3,098,264 |
Organization and Basis of Pre_2
Organization and Basis of Presentation- Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2023 | |
Entity Incorporation, Date of Incorporation | May 05, 2021 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Additional Information) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Summary Of Significant Accounting Policies Additional Information Details [Line Items] | |||
Contract liabilities | $ 105,500 | $ 99,928 | $ 84,023 |
Operating lease right of use asset | $ 9,118 | $ 9,681 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Schedule of Effect of Restatement Item (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Net loss | $ (15,972) | $ (13,039) | |
Net loss attributable to noncontrolling interests | (3,909) | (4,458) | |
Net loss | (12,063) | (8,581) | |
Total assets | 2,116,867 | $ 2,122,624 | |
Total liabilities | 653,009 | 640,679 | |
Total equity | 1,463,858 | 1,481,945 | |
As previously reported [Member] | |||
Net loss | (15,600) | (13,057) | |
Net loss attributable to noncontrolling interests | (3,783) | (4,433) | |
Net loss | (11,817) | $ (8,624) | |
Total assets | 2,115,236 | 2,120,993 | |
Total liabilities | 645,785 | 633,772 | |
Total equity | $ 1,469,451 | $ 1,487,221 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Schedule of Corrections of Line Items Affected in the Condensed Consolidated Statements of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | $ 59,201 | $ 50,124 |
Cost of revenue: | ||
Cost of revenue exclusive of amortization | 8,552 | 5,950 |
Amortization | 3,354 | 5,378 |
Gross profit | 47,295 | 38,796 |
Operating expenses: | ||
Sales and marketing | 23,423 | 21,293 |
Product development | 9,884 | 6,850 |
Increase in general and administrative expense | 14,079 | 11,035 |
Depreciation and amortization | 9,590 | 9,874 |
Transaction, integration and restructuring expenses | 2,590 | 1,310 |
Total operating expenses | 59,566 | 50,362 |
Loss from operations | (12,271) | (11,566) |
Other income (expense), net: | ||
Interest income | 2,834 | 70 |
Interest expense | (3,614) | (1,954) |
Other expense, net | (3,631) | (15) |
Total other expense, net | (4,411) | (1,899) |
Net loss before income taxes | (16,682) | (13,465) |
Increase in benefit from income taxes | (710) | (426) |
Increase (decrease) in net loss due to restatement items | 15,972 | 13,039 |
Increase in net loss attributable to noncontrolling interests due to restatement items | (3,909) | (4,458) |
Increase (decrease) in net loss attributable to Definitive Healthcare Corp. due to restatement items | $ (12,063) | $ (8,581) |
Net loss per share of Class A common stock: | ||
Basic and diluted | $ (0.11) | $ (0.09) |
Basic and diluted | $ (0.11) | $ (0.09) |
Weighted average Common Stock outstanding: | ||
Basic and diluted | 108,234,043 | 97,158,823 |
Basic and diluted | 108,234,043 | 97,158,823 |
Restatement Adjustments [Member] | ||
Increase in gain on remeasurement of TRA liability (other income) | $ 67 | $ 86 |
Operating expenses: | ||
Increase in general and administrative expense | 439 | 581 |
Other income (expense), net: | ||
Increase in benefit from income taxes | 0 | 513 |
Increase (decrease) in net loss due to restatement items | 372 | (18) |
Increase in net loss attributable to noncontrolling interests due to restatement items | 126 | 25 |
Increase (decrease) in net loss attributable to Definitive Healthcare Corp. due to restatement items | 246 | (43) |
As previously reported [Member] | ||
Revenue | 59,201 | 50,124 |
Cost of revenue: | ||
Cost of revenue exclusive of amortization | 8,552 | 5,950 |
Amortization | 3,354 | 5,378 |
Gross profit | 47,295 | 38,796 |
Operating expenses: | ||
Sales and marketing | 23,423 | 21,293 |
Product development | 9,884 | 6,850 |
Increase in general and administrative expense | 13,640 | 10,454 |
Depreciation and amortization | 9,590 | 9,874 |
Transaction, integration and restructuring expenses | 2,590 | 1,310 |
Total operating expenses | 59,127 | 49,781 |
Loss from operations | (11,832) | (10,985) |
Other income (expense), net: | ||
Interest income | 2,834 | 70 |
Interest expense | (3,614) | (1,954) |
Other expense, net | (3,698) | (101) |
Total other expense, net | (4,478) | (1,985) |
Net loss before income taxes | (16,310) | (12,970) |
Increase in benefit from income taxes | (710) | 87 |
Increase (decrease) in net loss due to restatement items | 15,600 | 13,057 |
Increase in net loss attributable to noncontrolling interests due to restatement items | (3,783) | (4,433) |
Increase (decrease) in net loss attributable to Definitive Healthcare Corp. due to restatement items | $ (11,817) | $ (8,624) |
Net loss per share of Class A common stock: | ||
Basic and diluted | $ (0.11) | $ (0.09) |
Basic and diluted | $ (0.11) | $ (0.09) |
Weighted average Common Stock outstanding: | ||
Basic and diluted | 108,234,043 | 97,158,823 |
Basic and diluted | 108,234,043 | 97,158,823 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Schedule of Corrections of Line Items Affected in the Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill | $ 1,324,733 | $ 1,324,733 |
Total assets | 2,116,867 | 2,122,624 |
Accrued expenses and other current liabilities | 29,316 | 26,855 |
Total Current liabilities | 151,166 | 140,610 |
Tax receivable agreements liability, net of current portion | 160,399 | 155,111 |
Total liabilities | 653,009 | 640,679 |
Additional paid-in capital | 1,018,692 | 970,207 |
Accumulated deficit | (37,125) | (25,062) |
Noncontrolling interests | 479,388 | 533,027 |
Total equity | 1,463,858 | 1,481,945 |
Total liabilities and equity | 2,116,867 | 2,122,624 |
As previously reported [Member] | ||
Goodwill | 1,323,102 | 1,323,102 |
Total assets | 2,115,236 | 2,120,993 |
Accrued expenses and other current liabilities | 20,770 | 18,748 |
Total Current liabilities | 142,620 | 132,503 |
Tax receivable agreements liability, net of current portion | 161,721 | 156,311 |
Total liabilities | 645,785 | 633,772 |
Additional paid-in capital | 1,020,709 | 972,077 |
Accumulated deficit | (35,531) | (23,714) |
Noncontrolling interests | 481,370 | 535,085 |
Total equity | 1,469,451 | 1,487,221 |
Total liabilities and equity | 2,115,236 | 2,120,993 |
Restatement Adjustments [Member] | ||
Goodwill | 1,631 | 1,631 |
Total assets | 1,631 | 1,631 |
Accrued expenses and other current liabilities | 8,546 | 8,107 |
Total Current liabilities | 8,546 | 8,107 |
Tax receivable agreements liability, net of current portion | (1,322) | (1,200) |
Total liabilities | 7,224 | 6,907 |
Additional paid-in capital | (2,017) | (1,870) |
Accumulated deficit | (1,594) | (1,348) |
Noncontrolling interests | (1,982) | (2,058) |
Total equity | (5,593) | (5,276) |
Total liabilities and equity | $ 1,631 | $ 1,631 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Schedule of Corrections of Line Items Affected in the Condensed Consolidated Statements Of Changes In Total Equity (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Beginning Balance | $ 1,481,945 | $ 1,493,861 | $ 1,499,836 |
Ending Balance | 1,463,858 | 1,481,945 | 1,493,861 |
As previously reported [Member] | |||
Beginning Balance | 1,487,221 | ||
Ending Balance | 1,469,451 | 1,487,221 | |
Restatement Adjustments [Member] | |||
Beginning Balance | (5,276) | ||
Ending Balance | (5,593) | (5,276) | |
Additional Paid In Capital [Member] | |||
Beginning Balance | 970,207 | 897,744 | 888,992 |
Ending Balance | 1,018,692 | 970,207 | 897,744 |
Additional Paid In Capital [Member] | As previously reported [Member] | |||
Beginning Balance | 972,077 | ||
Ending Balance | 1,020,709 | 972,077 | |
Additional Paid In Capital [Member] | Restatement Adjustments [Member] | |||
Beginning Balance | (1,870) | ||
Ending Balance | (2,017) | (1,870) | |
Accumulated Deficit [Member] | |||
Beginning Balance | (25,062) | (26,421) | (17,840) |
Ending Balance | (37,125) | (25,062) | (26,421) |
Accumulated Deficit [Member] | As previously reported [Member] | |||
Beginning Balance | (23,714) | ||
Ending Balance | (35,531) | (23,714) | |
Accumulated Deficit [Member] | Restatement Adjustments [Member] | |||
Beginning Balance | (1,348) | ||
Ending Balance | (1,594) | (1,348) | |
Noncontrolling Interest [Member] | |||
Beginning Balance | 533,027 | 621,522 | 628,525 |
Ending Balance | 479,388 | 533,027 | $ 621,522 |
Noncontrolling Interest [Member] | As previously reported [Member] | |||
Beginning Balance | 535,085 | ||
Ending Balance | 481,370 | 535,085 | |
Noncontrolling Interest [Member] | Restatement Adjustments [Member] | |||
Beginning Balance | (2,058) | ||
Ending Balance | $ (1,982) | $ (2,058) |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements - Schedule of Corrections of Line Items Affected in the Condensed Consolidated Statements Of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net loss | $ (15,972) | $ (13,039) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Tax receivable agreement remeasurement gain | 3,552 | 162 |
Deferred income taxes | (773) | (444) |
AP, accrued expenses, and other current liabilities | (3,855) | (2,998) |
As previously reported [Member] | ||
Net loss | (15,600) | (13,057) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Tax receivable agreement remeasurement gain | 3,619 | 248 |
Deferred income taxes | 69 | |
AP, accrued expenses, and other current liabilities | (4,294) | (3,579) |
Restatement Adjustments [Member] | ||
Net loss | (372) | 18 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Tax receivable agreement remeasurement gain | (67) | (86) |
Deferred income taxes | (513) | |
AP, accrued expenses, and other current liabilities | $ 439 | $ 581 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||
Feb. 18, 2022 USD ($) | Dec. 22, 2021 USD ($) | Feb. 28, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | ||||||
Investment | $ 40,000,000 | |||||
Purchase option ownership percentage | 65% | |||||
Purchase of Ownership percentage | 0.65 | |||||
Cash consideration paid at closing | $ 58,600,000 | $ 58,645,000 | ||||
Purchase price | 99,443,000 | |||||
Working capital adjustments | 200,000 | (202,000) | ||||
Contingent consideration | 5,000,000 | 1,000,000 | ||||
Initial value of contingent consideration | 1,000,000 | |||||
Fair value of the contingent consideration | $ 1,000,000 | |||||
Initial cash investment in December 2021 | 40,000,000 | $ 40,000,000 | ||||
Escrow deposit | 10,000,000 | |||||
Purchase price consideration | 65,000,000 | |||||
Business combination, Contingent consideration, Liability | $ 2,300,000 | |||||
Software Development [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Other assets | 6,100,000 | |||||
Analytical Wizards Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | 99,400,000 | |||||
Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Other assets | 500,000 | |||||
Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Other assets | 39,400,000 | |||||
Goodwill [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Other assets | 61,500,000 | |||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Potential payouts range, Low | 0 | |||||
Potential payouts range, High | 5,000,000 | |||||
AW Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of the contingent consideration | $ 1,000,000 | |||||
Weighted average amortization period | 20 years | |||||
Business Combination, Acquisition Related Costs | $ 1,300,000 | |||||
Date of acquisition | Feb. 18, 2022 | |||||
AW Acquisition [Member] | Software Development [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Other assets | 6,100,000 | |||||
Weighted average amortization period | 6 years | |||||
AW Acquisition [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average amortization period | 5 years | |||||
AW Acquisition [Member] | Trademarks [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Other assets | 500,000 | |||||
Weighted average amortization period | 5 years | |||||
AW Acquisition [Member] | Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Other assets | $ 39,400,000 | |||||
Weighted average amortization period | 20 years | |||||
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 |
Acquisition - Summary of Transa
Acquisition - Summary of Transaction Transferred (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 18, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | |||
Initial cash investment in December 2021 | $ 40,000 | $ 40,000 | |
Cash consideration paid at closing | 58,600 | $ 58,645 | |
Working Capital Adjustments | 200 | (202) | |
Contingent consideration | $ 5,000 | 1,000 | |
Purchase price | $ 99,443 |
Acquisitions - Summary of Alloc
Acquisitions - Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired (Details) - AW acquisition [Member] $ in Thousands | Mar. 31, 2023 USD ($) |
Cash | $ 2,146 |
Accounts receivable | 3,525 |
Prepaid expenses and other current assets | 847 |
Property and equipment | 134 |
Intangible assets | 46,000 |
Right-of-use asset, operating leases | 832 |
Other assets | 703 |
Accounts payable and accrued expenses | (1,028) |
Deferred revenue | (3,365) |
Right-of-use liability, operating leases | (832) |
Deferred taxes | (10,278) |
Other liabilities | (900) |
Total assets acquired and liabilities assumed | 37,784 |
Goodwill | 61,659 |
Purchase price | 99,443 |
Preliminary, as originally reported [Member] | |
Cash | 2,146 |
Accounts receivable | 3,575 |
Prepaid expenses and other current assets | 506 |
Property and equipment | 134 |
Intangible assets | 46,000 |
Right-of-use asset, operating leases | 832 |
Other assets | 0 |
Accounts payable and accrued expenses | (485) |
Deferred revenue | (3,691) |
Right-of-use liability, operating leases | (832) |
Deferred taxes | (10,345) |
Other liabilities | (267) |
Total assets acquired and liabilities assumed | 37,573 |
Goodwill | 62,072 |
Purchase price | 99,645 |
Measurement period adjustments [Member] | |
Cash | 0 |
Accounts receivable | (50) |
Prepaid expenses and other current assets | 341 |
Property and equipment | 0 |
Intangible assets | 0 |
Right-of-use asset, operating leases | 0 |
Other assets | 703 |
Accounts payable and accrued expenses | (543) |
Deferred revenue | 326 |
Right-of-use liability, operating leases | 0 |
Deferred taxes | 67 |
Other liabilities | (633) |
Total assets acquired and liabilities assumed | 211 |
Goodwill | (413) |
Purchase price | $ (202) |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisition, Pro Forma Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Business Combinations [Abstract] | |
Revenue | $ 51,601 |
Net loss | $ (13,636) |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 59,201 | $ 50,124 |
Subscription Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 58,517 | 49,769 |
Professional Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 684 | $ 355 |
Revenue - Summary of Receivable
Revenue - Summary of Receivables, Deferred Contract Costs and Contract Liabilities from Contract with Customers (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 51,801 | $ 58,799 |
Deferred contract costs, current portion | 11,064 | 10,387 |
Deferred contract costs, long-term | 15,080 | 14,596 |
Deferred revenues | $ 105,500 | $ 99,928 |
Revenue - Summary of Deferred C
Revenue - Summary of Deferred Contract Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Additional amounts deferred | $ 64,773 | $ 238,558 | |
Deferred contract costs, net of current portion | 15,080 | 14,596 | |
Deferred contract costs | (4,021) | $ (3,299) | |
Deferred Contract Costs [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Balance at beginning of period | 24,983 | $ 18,547 | 18,547 |
Costs amortized | (2,860) | (8,816) | |
Additional amounts deferred | 4,021 | 15,252 | |
Balance at end of period | 26,144 | 24,983 | |
Deferred contract costs, net of current portion | 11,064 | 10,387 | |
Non-current | 15,080 | 14,596 | |
Deferred contract costs | $ 26,144 | $ 24,983 |
Revenue - Summary of Deferred R
Revenue - Summary of Deferred Revenue Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Balance at beginning of period | $ 99,928 | $ 84,023 |
Revenue recognized | (59,201) | (222,653) |
Additional amounts deferred | 64,773 | 238,558 |
Balance at end of period | $ 105,500 | $ 99,928 |
Revenue (Additional Information
Revenue (Additional Information) (Details) | Mar. 31, 2023 |
Revenue from Contract with Customer [Abstract] | |
Percentage of revenue expected to recognize | 68% |
Revenue - Summary of Remaining
Revenue - Summary of Remaining Performance Obligation (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Current | $ 180,902 | $ 183,527 |
Noncurrent | 84,890 | 93,464 |
Total | $ 265,792 | $ 276,991 |
Short-term Investments - Schedu
Short-term Investments - Schedule of Short-term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 219,090 | $ 185,164 |
Gross Unrealized Gains | 41 | 53 |
Gross Unrealized Losses | (176) | (278) |
Fair Value | 218,955 | 184,939 |
U.S. Treasuries [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 73,491 | 59,849 |
Gross Unrealized Gains | 15 | 3 |
Gross Unrealized Losses | (78) | (129) |
Fair Value | 73,428 | 59,723 |
Agency Bonds [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 3,290 | 6,450 |
Gross Unrealized Gains | 1 | 4 |
Gross Unrealized Losses | 0 | (2) |
Fair Value | 3,291 | 6,452 |
Commercial Paper [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 105,554 | 95,831 |
Gross Unrealized Gains | 13 | 29 |
Gross Unrealized Losses | (73) | (123) |
Fair Value | 105,494 | 95,737 |
Certificates of Deposit [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 36,755 | 23,034 |
Gross Unrealized Gains | 12 | 17 |
Gross Unrealized Losses | (25) | (24) |
Fair Value | $ 36,742 | $ 23,027 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts receivable | $ 52,926 | $ 59,780 |
Unbilled receivable | 554 | 881 |
Accounts Receivable, before Allowance for Credit Loss, Current | 53,480 | 60,661 |
Less: allowance for doubtful accounts | (1,679) | (1,862) |
Accounts receivable, net | $ 51,801 | $ 58,799 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 9,719 | $ 9,262 |
Less: accumulated depreciation and amortization | (5,267) | (4,798) |
Property and equipment, net | 4,452 | 4,464 |
Computers and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 6,396 | 5,924 |
Furniture and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,162 | 1,204 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,161 | $ 2,134 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 9,590 | $ 9,874 |
Property Plant And Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 500 | $ 500 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 552,538 | $ 552,524 |
Accumulated Amortization | (214,243) | (201,802) |
Net Carrying Amount | 338,295 | 350,722 |
Goodwill [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,324,733 | 1,324,733 |
Accumulated Amortization | 0 | 0 |
Net Carrying Amount | 1,324,733 | 1,324,733 |
Goodwill And Intangible Assets [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,877,271 | 1,877,257 |
Accumulated Amortization | (214,243) | (201,802) |
Net Carrying Amount | 1,663,028 | 1,675,455 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 409,430 | 409,430 |
Accumulated Amortization | (137,290) | (128,745) |
Net Carrying Amount | 272,140 | 280,685 |
Developed Technologies [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 56,975 | 56,965 |
Accumulated Amortization | (27,563) | (25,514) |
Net Carrying Amount | 29,412 | 31,451 |
Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 35,918 | 35,914 |
Accumulated Amortization | (7,684) | (7,150) |
Net Carrying Amount | 28,234 | 28,764 |
Database [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50,215 | 50,215 |
Accumulated Amortization | (41,706) | (40,393) |
Net Carrying Amount | $ 8,509 | $ 9,822 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) Segment | Mar. 31, 2022 USD ($) | |
Finite Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 12,431 | $ 14,727 |
Amortization | $ 3,354 | 5,378 |
Number of Reporting Units | Segment | 1 | |
Impairment of goodwill | $ 0 | 0 |
Finite Lived Intangible Assets [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | 12,400 | 14,700 |
Amortization | $ 3,400 | $ 5,400 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023, excluding the three months ended March 31, 2023 | $ 37,467 | |
2024 | 46,925 | |
2025 | 42,367 | |
2026 | 34,892 | |
2027 | 28,559 | |
Thereafter | 148,085 | |
Net Carrying Amount | $ 338,295 | $ 350,722 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Payroll and payroll-related | $ 7,587 | $ 11,961 |
Tax receivable agreement, current portion | 5,203 | 0 |
Contingent consideration, current | 2,250 | 0 |
Sales, franchise and other taxes | 10,528 | 11,738 |
Other | 3,748 | 3,156 |
Accrued expenses and other current liabilities | $ 29,316 | $ 26,855 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Millions | Aug. 01, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related charges | $ 2.1 | ||
Restructuring and related cost, paid | 1.8 | ||
Restructuring and related cost, remaining | 0.3 | ||
Sales tax accrual penalties and interest | $ 8.5 | $ 8.1 | |
Forecast [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related charges | $ 0.5 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: current portion of long-term debt | $ 10,313 | $ 8,594 |
Long-term debt | 252,465 | 255,765 |
2021 Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 264,688 | 266,406 |
Unamortized debt issuance costs / financing costs | (1,910) | (2,047) |
Total debt, net | $ 262,778 | $ 264,359 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
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 | $ 3,500 | ||
2021 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Repayment of debt | 1,700 | ||
Outstanding principal balance | 264,688 | $ 266,406 | |
Balloon payment | 220,000 | ||
Financing costs | 2,800 | ||
Unamortized debt issuance costs / financing costs | $ (1,910) | $ (2,047) | |
2021 Revolving Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Sep. 17, 2026 | ||
Line of credit | $ 75,000 | ||
Interest rate | 6.66% | ||
Financing costs | $ 800 | ||
Unamortized debt issuance costs / financing costs | $ 500 | ||
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% |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Mar. 31, 2022 Segment | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Net pre-tax gains | $ 0 | $ 0 | |
Interest Rate Swaps [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Number of Instruments Held | Segment | 2 | 2 | |
Notional amount | $ 66,200,000 | ||
Maturity date | Mar. 31, 2025 | ||
Net pre-tax gains | $ 3,500,000 | ||
Interest Rate Swaps [Member] | Goldman Sachs Bank USA [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed interest rates | 1.909% | ||
Interest Rate Swaps [Member] | Bank of America N.A [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed interest rates | 1.9065% |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Fair Values of the Interest Rate Swap (Details) - Interest Rate Swap [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Long-term derivative asset | $ 1,735 | $ 2,834 |
Short-term derivative asset | $ 3,460 | $ 3,716 |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Business combination, Contingent consideration, Liability | $ 2.3 |
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 [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance at beginning of period | $ 2,250 | $ 7,500 |
Additions | 0 | 1,000 |
Net change in fair value and other adjustments | 0 | 1,250 |
Payments | 0 | (7,500) |
Balance at end of period | $ 2,250 | $ 2,250 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 0 | $ (1,000) | |
Recurring [Member] | U.S. Treasuries [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 73,428 | $ 59,723 | |
Recurring [Member] | Agency Bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 3,291 | 6,452 | |
Recurring [Member] | Commercial Paper [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 105,494 | 95,737 | |
Recurring [Member] | Certificates of Deposit [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 36,742 | 23,027 | |
Recurring [Member] | Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 3,460 | 3,716 | |
Recurring [Member] | Interest Rate Swap [Member] | Other Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 1,735 | 2,834 | |
Recurring [Member] | Contingent Consideration [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 2,250 | 2,250 | |
Recurring [Member] | Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 17,727 | 39,523 | |
Recurring [Member] | Commercial Paper Maturities Less Than 90 Days [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 4,997 | 2,276 | |
Recurring [Member] | Certificates of Deposit Maturities Less Than 90 Days [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 1,549 | ||
Recurring [Member] | Agency Bonds Maturities Less Than 90 Days [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 768 | ||
Level 1 [Member] | Recurring [Member] | U.S. Treasuries [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 1 [Member] | Recurring [Member] | Agency Bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 1 [Member] | Recurring [Member] | Commercial Paper [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 1 [Member] | Recurring [Member] | Certificates of Deposit [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 1 [Member] | Recurring [Member] | Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 1 [Member] | Recurring [Member] | Interest Rate Swap [Member] | Other Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 1 [Member] | Recurring [Member] | Contingent Consideration [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | 0 | |
Level 1 [Member] | Recurring [Member] | Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 17,727 | 39,523 | |
Level 1 [Member] | Recurring [Member] | Commercial Paper Maturities Less Than 90 Days [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 1 [Member] | Recurring [Member] | Certificates of Deposit Maturities Less Than 90 Days [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 1 [Member] | Recurring [Member] | Agency Bonds Maturities Less Than 90 Days [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 2 [Member] | Recurring [Member] | U.S. Treasuries [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 73,428 | 59,723 | |
Level 2 [Member] | Recurring [Member] | Agency Bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 3,291 | 6,452 | |
Level 2 [Member] | Recurring [Member] | Commercial Paper [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 105,494 | 95,737 | |
Level 2 [Member] | Recurring [Member] | Certificates of Deposit [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 36,742 | 23,027 | |
Level 2 [Member] | Recurring [Member] | Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 3,460 | 3,716 | |
Level 2 [Member] | Recurring [Member] | Interest Rate Swap [Member] | Other Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 1,735 | 2,834 | |
Level 2 [Member] | Recurring [Member] | Contingent Consideration [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | 0 | |
Level 2 [Member] | Recurring [Member] | Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 2 [Member] | Recurring [Member] | Commercial Paper Maturities Less Than 90 Days [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 4,997 | 2,276 | |
Level 2 [Member] | Recurring [Member] | Certificates of Deposit Maturities Less Than 90 Days [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 1,549 | ||
Level 2 [Member] | Recurring [Member] | Agency Bonds Maturities Less Than 90 Days [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 768 | ||
Level 3 [Member] | Recurring [Member] | U.S. Treasuries [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 3 [Member] | Recurring [Member] | Agency Bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 3 [Member] | Recurring [Member] | Commercial Paper [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 3 [Member] | Recurring [Member] | Certificates of Deposit [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 3 [Member] | Recurring [Member] | Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 3 [Member] | Recurring [Member] | Interest Rate Swap [Member] | Other Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 3 [Member] | Recurring [Member] | Contingent Consideration [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 2,250 | 2,250 | |
Level 3 [Member] | Recurring [Member] | Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 3 [Member] | Recurring [Member] | Commercial Paper Maturities Less Than 90 Days [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | $ 0 | 0 | |
Level 3 [Member] | Recurring [Member] | Certificates of Deposit Maturities Less Than 90 Days [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 3 [Member] | Recurring [Member] | Agency Bonds Maturities Less Than 90 Days [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | $ 0 |
Stockholders' Equity and Member
Stockholders' Equity and Members' Equity - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class Of Stock [Line Items] | ||
Equity-based compensation | $ 11,128 | $ 6,872 |
Noncontrolling Interest - Addit
Noncontrolling Interest - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | |||
Tax withholding obligation | $ 1,530 | $ 0 | |
Common Class A [Member] | |||
Noncontrolling Interest [Line Items] | |||
Common stock, shares outstanding | 110,162,665 | 105,138,273 | |
Definitive OpCo [Member] | |||
Noncontrolling Interest [Line Items] | |||
Ownership interest (as a percent) | 71.40% | 68.20% | |
Noncontrolling interest | 28.60% | 31.80% | |
Definitive OpCo [Member] | Common Class A [Member] | |||
Noncontrolling Interest [Line Items] | |||
Tax withholding obligation | $ 127,829 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 380,676 | ||
Issuance of common stock shares | 252,847 | ||
Continuing Pre-IPO LLC Members [Member] | Common Class A [Member] | |||
Noncontrolling Interest [Line Items] | |||
Common stock, shares outstanding | 4,771,545 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Summary of Changes in Accumulated Balances in Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Unrealized Gains on Cash Flow Hedges [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | $ 4,307 | $ 0 |
Other comprehensive (loss) income before reclassifications | (344) | 1,049 |
Amounts reclassified from AOCI | (607) | |
Ending Balance | 3,356 | 1,049 |
Unrealized Loss on Investments [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (135) | 0 |
Other comprehensive (loss) income before reclassifications | 62 | (197) |
Amounts reclassified from AOCI | 0 | |
Ending Balance | (73) | (197) |
Foreign Currency Translation Adjustment [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (504) | 62 |
Other comprehensive (loss) income before reclassifications | 14 | 4 |
Amounts reclassified from AOCI | 0 | |
Ending Balance | (490) | 66 |
AOCI Attributable to Parent [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | 3,668 | 62 |
Other comprehensive (loss) income before reclassifications | (268) | 856 |
Amounts reclassified from AOCI | (607) | |
Ending Balance | $ 2,793 | $ 918 |
Equity-Based Compensation Expen
Equity-Based Compensation Expense - Summary of Equity Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 11,128 | $ 6,872 |
Cost of Revenue | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 258 | 232 |
Sales and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 2,649 | 3,746 |
Product Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 3,011 | 1,289 |
General and administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 5,210 | $ 1,605 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Tax Credit Carryforward [Table] | |||
Unrecognized tax benefits | $ 0 | $ 0 | |
Effective tax rate | 4.30% | 3.20% | |
Deferred tax liability | $ 78,300,000 | ||
Tax receivable agreement liability | $ 165,700,000 | $ 155,100,000 | |
Tax receivable agreement realized tax benefits payable to related parties percent | 85% | ||
Tax Receivable Agreement Benefit percentage | 15% | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | ||
TRA Remeasurement Gain Loss | $ 3,600,000 | $ 200,000 |
Loss Per Share - Schedule of Ne
Loss Per Share - Schedule of Net Loss Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net loss | $ (15,972) | $ (13,039) |
Increase in net loss attributable to noncontrolling interests due to restatement items | (3,909) | (4,458) |
Net loss attributable to Definitive Healthcare Corp. | (12,063) | (8,581) |
Basic net loss per share attributable to common stockholders [Abstract] | ||
Increase (decrease) in net loss attributable to Definitive Healthcare Corp. due to restatement items | $ (12,063) | $ (8,581) |
Weighted average number of shares of Class A outstanding | 108,234,043 | 97,158,823 |
Net loss per share, basic | $ (0.11) | $ (0.09) |
Net loss per share, diluted | $ (0.11) | $ (0.09) |
Common Class A [Member] | ||
Net loss | $ (15,972) | $ (13,039) |
Increase in net loss attributable to noncontrolling interests due to restatement items | (3,909) | (4,458) |
Net loss attributable to Definitive Healthcare Corp. | (12,063) | (8,581) |
Basic net loss per share attributable to common stockholders [Abstract] | ||
Increase (decrease) in net loss attributable to Definitive Healthcare Corp. due to restatement items | $ (12,063) | $ (8,581) |
Weighted average number of shares of Class A outstanding | 108,234,043 | 97,158,823 |
Net loss per share, basic | $ (0.11) | $ (0.09) |
Net loss per share, diluted | $ (0.11) | $ (0.09) |
Loss Per Share - Schedule of Di
Loss Per Share - Schedule of Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Vested and Unvested Units [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 45,626,933 | 57,666,776 |
Restricted Stock Unit [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 6,211,625 | 3,098,264 |
Segment and Geographic Data - S
Segment and Geographic Data - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Entity Wide Revenue Major Customer [Line Items] | ||
Revenue | $ 59,201 | $ 50,124 |
Related parties - Additional In
Related parties - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 0.4 | $ 0.2 | |
Receivable, related parties | $ 0.2 | $ 0.8 |