Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Definitive Healthcare Corp. | ||
Entity Voluntary Filers | No | ||
Entity Central Index Key | 0001861795 | ||
Entity Tax Identification Number | 86-3988281 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity File Number | 001-40815 | ||
Entity Shell Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | DE | ||
Entity Address, Address Line One | 492 Old Connecticut Path, 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 | ||
Security12b Title | Class A Common Stock, $0.001 par value | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 117,723,025 | ||
Entity Public Float | $ 525.8 | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement for the 2024 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2023, are incorporated by reference in Part III of this Form 10-K. Auditor Firm Id: PCAOB No. 34 Auditor Name: Deloitte & Touche LLP Auditor Location: Boston, MA | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Boston, MA | ||
Auditor Firm ID | 34 | ||
Document Financial Statement Error Correction [Flag] | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 130,976 | $ 146,934 |
Short-term investments | 177,092 | 184,939 |
Accounts receivable, net | 59,249 | 58,799 |
Prepaid expenses and other assets | 13,120 | 12,686 |
Deferred contract costs | 13,490 | 10,387 |
Total current assets | 393,927 | 413,745 |
Property and equipment, net | 4,471 | 4,464 |
Operating lease right-of-use assets, net | 9,594 | 9,681 |
Other assets | 2,388 | 4,683 |
Deferred contract costs, net of current portion | 17,320 | 14,596 |
Intangible assets, net | 323,121 | 350,722 |
Goodwill | 1,075,080 | 1,324,733 |
Total assets | 1,825,901 | 2,122,624 |
Current liabilities: | ||
Accounts payable | 5,787 | 3,948 |
Accrued expenses and other liabilities | 51,529 | 26,855 |
Deferred revenue | 97,377 | 99,692 |
Term loan | 13,750 | 8,594 |
Operating lease liabilities | 2,239 | 1,521 |
Total current liabilities | 170,682 | 140,610 |
Long term liabilities: | ||
Deferred revenue | 9 | 236 |
Term loan | 242,567 | 255,765 |
Operating lease liabilities | 9,372 | 9,969 |
Tax receivable agreements liability | 127,000 | 155,111 |
Deferred tax liabilities | 67,163 | 75,737 |
Other liabilities | 9,934 | 3,251 |
Total liabilities | 626,727 | 640,679 |
Commitments and Contingencies (Note 14) | ||
Equity: | ||
Additional paid-in capital | 1,086,581 | 970,207 |
Accumulated other comprehensive income | 2,109 | 3,668 |
Accumulated deficit | (227,450) | (25,062) |
Noncontrolling interests | 337,817 | 533,027 |
Total equity | 1,199,174 | 1,481,945 |
Total liabilities and equity | 1,825,901 | 2,122,624 |
Common Class A | ||
Equity: | ||
Common stock, value | 117 | 105 |
Common Class B | ||
Equity: | ||
Common stock, value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common Class A | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 116,562,252 | 105,138,273 |
Common stock, shares outstanding | 116,562,252 | 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 | 39,762,700 | 50,433,101 |
Common stock, shares outstanding | 39,168,047 | 48,923,952 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | ||||
Revenue | $ 251,415 | $ 222,653 | $ 166,154 | |
Cost of revenue: | ||||
Cost of revenue exclusive of amortization | 34,740 | 25,866 | 19,421 | |
Amortization | 12,742 | 16,759 | 21,268 | |
Gross profit | 203,933 | 180,028 | 125,465 | |
Operating expenses: | ||||
Sales and marketing | 94,534 | 89,585 | 56,387 | |
Product development | 42,441 | 34,890 | 18,565 | |
General and administrative | 58,861 | 51,561 | 32,864 | |
Depreciation and amortization | 39,008 | 40,145 | 38,679 | |
Transaction, integration and restructuring expenses | 11,489 | 7,890 | 6,287 | |
Goodwill impairment | 287,400 | 0 | 0 | |
Total operating expenses | 533,733 | 224,071 | 152,782 | |
Loss from operations | (329,800) | (44,043) | (27,317) | |
Other income (expense), net: | ||||
Interest income | 13,644 | 2,787 | 29 | |
Interest expense | (15,203) | (11,200) | (25,900) | |
Other income, net | 23,179 | 10,579 | 294 | |
Loss on extinguishment of debt | 0 | 0 | (9,873) | |
Total other income (expense), net | 21,620 | 2,166 | (35,450) | |
Loss before income taxes | (308,180) | (41,877) | (62,767) | |
Benefit from income taxes | 18,553 | 17,698 | 443 | |
Net loss | (289,627) | (24,179) | (62,324) | |
Less: Net loss attributable to Definitive OpCo prior to the Reorganization Transactions | 0 | 0 | (34,068) | |
Less: Net loss attributable to noncontrolling interests | (87,239) | (16,957) | (10,416) | |
Net loss attributable to Definitive Healthcare Corp. | $ (202,388) | $ (7,222) | $ (17,840) | |
Net loss per share of Class A Common Stock: | ||||
Basic and diluted | $ (1.79) | $ (0.07) | $ (0.19) | |
Basic and diluted | $ (1.79) | $ (0.07) | $ (0.19) | |
Weighted average Common Stock outstanding: | ||||
Basic and diluted | [1] | 112,764,537 | 101,114,105 | 91,916,151 |
Basic and diluted | [1] | 112,764,537 | 101,114,105 | 91,916,151 |
[1] Basic and diluted net loss per share of Class A Common Stock is applicable only for the years ended December 31, 2023 and 2022 and for the period from September 15, 2021 through December 31, 2021, which is the period following the IPO and related Reorganization Transactions. See Note 20 for the number of shares used in the computation of net loss per share of Class A Common Stock and the basis for the computation of net loss per share. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (289,627) | $ (24,179) | $ (62,324) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 171 | (832) | 193 |
Unrealized gain (loss) on available-for-sale securities | 291 | (224) | 0 |
Unrealized (loss) gain on interest rate hedging instruments | (2,617) | 6,550 | 0 |
Comprehensive loss | (291,782) | (18,685) | (62,131) |
Less: Comprehensive loss attributable to Definitive OpCo prior to the Reorganization Transactions | 0 | 0 | (33,926) |
Less: Comprehensive loss attributable to noncontrolling interests | (87,835) | (15,069) | (10,416) |
Comprehensive loss attributable to Definitive Healthcare Corp. | $ (203,947) | $ (3,616) | $ (17,789) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY AND TOTAL EQUITY - USD ($) $ in Thousands | Total | Reorganization Transactions [Member] | IPO [Member] | Secondary offering | Definitive Healthcare Corp. [Member] Secondary offering | Definitive OpCo [Member] IPO [Member] | Definitive OpCo [Member] Secondary offering | Class A Units | Class A Units IPO [Member] | Class A Units Definitive Healthcare Corp. [Member] IPO [Member] | Class A Units Definitive Healthcare Corp. [Member] Secondary offering | Class B Units | Class B Units Definitive OpCo [Member] IPO [Member] | Class B Units Definitive OpCo [Member] Secondary offering | Members Equity | Additional Paid-In Capital | Additional Paid-In Capital Reorganization Transactions [Member] | Additional Paid-In Capital IPO [Member] | Additional Paid-In Capital Secondary offering | Additional Paid-In Capital Definitive Healthcare Corp. [Member] IPO [Member] | Additional Paid-In Capital Definitive Healthcare Corp. [Member] Secondary offering | Additional Paid-In Capital Definitive OpCo [Member] IPO [Member] | Additional Paid-In Capital Definitive OpCo [Member] Secondary offering | Accumulated Deficit | Accumulated Deficit Reorganization Transactions [Member] | Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income IPO [Member] | Noncontrolling Interests | Noncontrolling Interests Reorganization Transactions [Member] | Noncontrolling Interests Secondary offering | Previously Reported [Member] | Previously Reported [Member] Reorganization Transactions [Member] | Previously Reported [Member] Members Equity | Previously Reported [Member] Accumulated Other Comprehensive (Loss) Income |
Beginning Balance at Dec. 31, 2020 | $ 1,192,572 | $ 1,192,703 | $ (131) | |||||||||||||||||||||||||||||||
Net Income Loss | $ (17,840) | $ (28,256) | $ (17,840) | $ (10,416) | ||||||||||||||||||||||||||||||
Net loss | (62,324) | |||||||||||||||||||||||||||||||||
Distributions to members prior to Reorganization Transactions | (989) | $ (989) | (7,139) | 7,139 | ||||||||||||||||||||||||||||||
Net loss prior to Reorganization Transactions | $ (34,068) | (34,068) | ||||||||||||||||||||||||||||||||
Other comprehensive income prior to Reorganization Transactions | $ 51 | $ 51 | 142 | $ 142 | ||||||||||||||||||||||||||||||
contributions | 5,500 | 5,500 | 5,500 | |||||||||||||||||||||||||||||||
Equity-based compensation | 300 | $ 8,214 | $ 3,151 | $ 1,743 | $ 1,743 | |||||||||||||||||||||||||||||
Initial effect of the Reorganization Transactions and IPO on noncontrolling interests | (216,815) | $ 73 | $ (1,158,739) | $ 349,342 | 592,509 | |||||||||||||||||||||||||||||
Initial effect of the Reorganization Transactions and IPO on noncontrolling interests, Share | 72,871,733 | 61,262,052 | ||||||||||||||||||||||||||||||||
Issuance of Class A common stock in IPO, net of costs | 380,526 | 441,418 | $ 11 | $ 18 | 380,515 | $ 441,400 | ||||||||||||||||||||||||||||
Issuance of Class A common stock in IPO net of costs, Share | 11,000,000 | 17,888,888 | ||||||||||||||||||||||||||||||||
Repurchase of share | $ (63,212) | $ (77,584) | $ (29,600) | $ (61,376) | $ (3) | $ (2) | $ 63,209 | $ (77,582) | $ (29,600) | $ (61,376) | ||||||||||||||||||||||||
Repurchase of share, Shares | (2,497,288) | (2,233,238) | (1,169,378) | (1,766,762) | ||||||||||||||||||||||||||||||
Equity-based compensation, additional paid in capital | $ 5,063 | |||||||||||||||||||||||||||||||||
Comprehensive loss | (17,789) | |||||||||||||||||||||||||||||||||
Comprehensive Loss | 193 | |||||||||||||||||||||||||||||||||
Forfeited unvested incentive units | (81,285) | |||||||||||||||||||||||||||||||||
Effect of follow-on offering on tax receivable agreements liability | $ (11,291) | $ (11,291) | ||||||||||||||||||||||||||||||||
Effect of secondary offering and repurchase on noncontrolling interests | $ (43,576) | $ 43,576 | ||||||||||||||||||||||||||||||||
Allocation of vested incentive units to noncontrolling interests | (694) | 694 | ||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2021 | 1,499,836 | $ 97 | 888,992 | $ (17,840) | $ 62 | 628,525 | ||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 97,030,095 | 58,244,627 | ||||||||||||||||||||||||||||||||
Net Income Loss | (7,222) | (7,222) | (16,957) | |||||||||||||||||||||||||||||||
Net loss | (24,179) | |||||||||||||||||||||||||||||||||
Other comprehensive income prior to Reorganization Transactions | 5,494 | 3,606 | 1,888 | |||||||||||||||||||||||||||||||
Vested incentive units | (7,955) | 7,955 | ||||||||||||||||||||||||||||||||
Issuance of Class A Common Stock upon vesting of RSUs, shares | 716,776 | |||||||||||||||||||||||||||||||||
Issuance of Class A Common Stock upon vesting of RSUs | 1,717 | (1,717) | ||||||||||||||||||||||||||||||||
Shares withheld related to net share settlement (in shares) | (233,252) | |||||||||||||||||||||||||||||||||
Shares withheld related to net share settlement | (4,116) | (4,116) | ||||||||||||||||||||||||||||||||
Effect of LLC unit exchanges, shares | 7,624,654 | (7,624,654) | ||||||||||||||||||||||||||||||||
Effect of LLC unit exchanges | (18,653) | $ 8 | 63,343 | (82,004) | ||||||||||||||||||||||||||||||
Equity-based compensation | 12,262 | |||||||||||||||||||||||||||||||||
Equity-based compensation, Total equity | 36,434 | |||||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | (12,871) | 4,054 | (16,925) | |||||||||||||||||||||||||||||||
Equity-based compensation, additional paid in capital | 24,172 | |||||||||||||||||||||||||||||||||
Comprehensive loss | (3,616) | |||||||||||||||||||||||||||||||||
Comprehensive Loss | (832) | |||||||||||||||||||||||||||||||||
Forfeited unvested incentive units | (186,872) | |||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2022 | 1,481,945 | $ 105 | 970,207 | (25,062) | 3,668 | 533,027 | ||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2022 | 105,138,273 | 50,433,101 | ||||||||||||||||||||||||||||||||
Net Income Loss | (202,388) | (202,388) | (87,239) | |||||||||||||||||||||||||||||||
Net loss | (289,627) | |||||||||||||||||||||||||||||||||
Other comprehensive income prior to Reorganization Transactions | (2,155) | (1,559) | (596) | |||||||||||||||||||||||||||||||
Vested incentive units | (6,327) | 6,327 | ||||||||||||||||||||||||||||||||
Issuance of Class A Common Stock upon vesting of RSUs, shares | 1,300,786 | |||||||||||||||||||||||||||||||||
Issuance of Class A Common Stock upon vesting of RSUs | 2,419 | (2,419) | ||||||||||||||||||||||||||||||||
Shares withheld related to net share settlement (in shares) | (438,840) | |||||||||||||||||||||||||||||||||
Shares withheld related to net share settlement | (4,432) | (4,432) | ||||||||||||||||||||||||||||||||
Effect of LLC unit exchanges, shares | 10,562,033 | (10,562,033) | ||||||||||||||||||||||||||||||||
Effect of LLC unit exchanges | (23,014) | $ 12 | 89,177 | (112,203) | ||||||||||||||||||||||||||||||
Equity-based compensation | 48,739 | 35,537 | 13,202 | |||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | (12,282) | (12,282) | ||||||||||||||||||||||||||||||||
Comprehensive loss | (203,947) | |||||||||||||||||||||||||||||||||
Comprehensive Loss | 171 | |||||||||||||||||||||||||||||||||
Forfeited unvested incentive units | (108,368) | |||||||||||||||||||||||||||||||||
Effect of follow-on offering on tax receivable agreements liability | (147,100) | |||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2023 | $ 1,199,174 | $ 117 | $ 1,086,581 | $ (227,450) | $ 2,109 | $ 337,817 | ||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2023 | 116,562,252 | 39,762,700 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY AND TOTAL EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
IPO | |
Stock issuance cost, net | $ 11,394 |
Class A Units | |
Stock issuance cost, net | $ 1,614 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows provided by operating activities: | |||
Net loss | $ (289,627) | $ (24,179) | $ (62,324) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 1,953 | 2,193 | 1,751 |
Amortization of intangible assets | 49,797 | 54,711 | 58,196 |
Amortization of deferred contract costs | 12,963 | 8,816 | 4,793 |
Equity-based compensation | 48,739 | 36,434 | 9,957 |
Amortization of debt issuance costs | 702 | 702 | 1,698 |
Provision for doubtful accounts receivable | 1,374 | 1,325 | 632 |
Loss in extinguishment of debt | 0 | 0 | 9,843 |
Non-cash restructuring charges related to office leases | 155 | 1,023 | 0 |
Goodwill impairment charge | 287,400 | 0 | 0 |
Tax receivable agreement remeasurement | (23,470) | (9,717) | (151) |
Changes in fair value of contingent consideration | 302 | 1,250 | 3,764 |
Deferred income taxes | (18,713) | (17,806) | (436) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 811 | (13,222) | (10,726) |
Prepaid expenses and other assets | (7,156) | (127) | (3,729) |
Deferred contract costs | (18,790) | (15,252) | (14,441) |
Contingent consideration | 0 | (6,400) | 0 |
Accounts payable, accrued expenses and other liabilities | 1,330 | 3,138 | 3,424 |
Deferred revenue | (6,580) | 12,690 | 22,961 |
Net cash provided by operating activities | 41,190 | 35,579 | 25,212 |
Cash flows (used in) provided by investing activities: | |||
Purchases of property, equipment and other assets | (2,977) | (8,326) | (6,731) |
Purchases of short-term investments | (259,208) | (337,961) | 0 |
Maturities of short-term investments | 275,426 | 153,680 | 0 |
Cash paid for acquisitions and investments, net of cash acquired | (45,023) | (56,296) | (40,000) |
Net cash used in investing activities | (31,782) | (248,903) | (46,731) |
Cash flows (used in) provided by financing activities: | |||
Proceeds from Term Loan | 0 | 0 | 275,000 |
Repayments of term loans and delayed draw term loan | (8,594) | (6,875) | (474,460) |
Taxes paid related to net share settlement of equity awards | (4,432) | (4,116) | 0 |
Payment of contingent consideration | 0 | (1,100) | (1,500) |
Payment of debt issuance costs | 0 | 0 | (3,511) |
Proceeds from equity offering, net of underwriting discounts | 0 | 0 | 834,952 |
Repurchase of outstanding equity / Definitive OpCo units | 0 | 0 | (231,772) |
Payments under tax receivable agreement | (246) | 0 | 0 |
Payments of equity offering issuance costs | (30) | (1,734) | (11,709) |
Members contributions | 0 | 0 | 5,500 |
Members distributions | (12,282) | (12,871) | (8,128) |
Net cash (used in) provided by financing activities | (25,584) | (26,696) | 384,372 |
Net (decrease) increase in cash and cash equivalents | (16,176) | (240,020) | 362,853 |
Effect of exchange rate changes on cash and cash equivalents | 218 | (544) | (129) |
Cash and cash equivalents, beginning of year | 146,934 | 387,498 | 24,774 |
Cash and cash equivalents, end of year | 130,976 | 146,934 | 387,498 |
Supplemental cash flow disclosures: | |||
Interest | 14,456 | 10,443 | 29,569 |
Income taxes | 136 | 0 | 13 |
Acquisitions | |||
Net assets acquired, net of cash acquired | 52,678 | 97,296 | 0 |
Working capital adjustment receivable | 145 | 0 | 0 |
Initial cash investment in prior year | 0 | (40,000) | 0 |
Contingent consideration | (7,800) | (1,000) | 0 |
Net cash paid for acquisitions | 45,023 | 56,296 | 0 |
Supplemental disclosures of non-cash investing activities: | |||
Capital expenditures included in accounts payable and accrued expenses and other current liabilities | 47 | 1,166 | 654 |
Supplemental disclosures of non-cash financing activities: | |||
Unpaid equity offering costs included in accrued expenses | $ 0 | $ 0 | $ 1,299 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Definitive Healthcare Corp. (together with its subsidiaries, “Definitive Healthcare” or the “Company”), through its operating subsidiary, Definitive OpCo, provides comprehensive and up-to-date hospital and healthcare-related information and insight across the entire healthcare continuum via a multi-tenant database platform which combines proprietary and public sources to deliver insights. Unless otherwise stated or the context otherwise indicates, references to “we”, “us”, “our”, “Definitive Healthcare”, and the “Company” refer (1) prior to the consummation of the Reorganization Transactions, to Definitive OpCo and its consolidated subsidiaries, and (2) after consummation of the Reorganization Transactions, to Definitive Healthcare Corp. and its consolidated subsidiaries. Organization Definitive Healthcare LLC, a subsidiary of Definitive Healthcare Holdings, LLC (“Definitive Holdco”), was founded in 2011 for the purpose of providing healthcare commercial intelligence that enables all companies that compete within or sell into the healthcare ecosystem to be more successful. AIDH TopCo, LLC (“Definitive OpCo”) is a Delaware limited liability company that was formed by investment funds affiliated with Advent International for the purposes of acquiring Definitive HoldCo. In July 2019, Definitive OpCo acquired a majority of the issued and outstanding units of Definitive HoldCo. In May 2021 , Definitive Healthcare Corp. was formed as a Delaware corporation for the purposes of facilitating an IPO and other related transactions in order to carry on the business of Definitive OpCo. Following consummation of the Reorganization Transactions, Definitive OpCo became a subsidiary of Definitive Healthcare Corp. The Company is headquartered in Framingham, Massachusetts. Initial Public Offering On September 17, 2021, Definitive Healthcare completed its initial public offering (“IPO”), in which it sold 17,888,888 shares of Class A Common Stock (including shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares) at a public offering price of $ 27.00 per share for net proceeds of $ 452.8 million, after deducting underwriters’ discounts and commissions (but excluding other offering expenses and reimbursements). Definitive Healthcare Corp. used net proceeds from the IPO to (i) acquire 14,222,222 newly issued LLC Units from Definitive OpCo; (ii) purchase 1,169,378 LLC Units from certain holders of LLC Units; and (iii) repurchase 2,497,288 shares of Class A Common Stock received by the former shareholders of certain Blocker Companies (as defined below). Definitive OpCo used proceeds from the IPO to pay fees and expenses of approximately $ 11.4 million incurred in connection with the IPO and the Reorganization Transactions and to repay $ 199.6 million, inclusive of accrued interest expense, of the outstanding borrowings under our 2019 Credit Agreement, with the remaining proceeds intended to be used for general corporate purposes. Reorganization Transactions In connection with the IPO, the Company completed the following transactions (the “Reorganization Transactions”). Definitive OpCo entered into an amended and restated limited liability company agreement (the “Amended LLC Agreement”) pursuant to which members of Definitive OpCo prior to the IPO who continued to hold LLC Units 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 consolidated financial statements. In connection with the Reorganization Transactions and the IPO, Definitive Healthcare Corp entered into a tax receivable agreement. See Note 19. Income Taxes . Follow-On Offering On November 22, 2021, Definitive Healthcare Corp. completed a follow-on offering, in which it sold 11,000,000 shares of Class A Common Stock at a public offering price of $ 36.00 per share for net proceeds of $ 382.1 million, after deducting underwriters’ discounts and commissions (but excluding other offering expenses and reimbursements). Definitive Healthcare Corp. used net proceeds from the follow-on offering to (i) acquire 7,000,000 newly issued LLC Units from Definitive OpCo; (ii) purchase 1,766,762 LLC Units from certain holders of LLC Units; and (iii) repurchase 2,233,238 shares of Class A Common Stock received by the former shareholders of certain Blocker Companies. Definitive OpCo used net proceeds from the follow-on offering to pay fees and expenses of approximately $ 1.6 million incurred in connection with the follow-on offering, with the remaining proceeds intended to be used for general corporate purposes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Financial Accounting Standards Board (“FASB”) establishes these principles to ensure financial condition, results of operations, and cash flows are consistently reported. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the FASB Accounting Standards Codification (“ASC”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgements, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates relate, but are not limited to, revenue recognition, allowance for doubtful accounts, contingencies, valuations and useful lives of intangible assets acquired in business combinations, equity-based compensation, and income taxes. Actual results could differ from those estimates. Restatement of Previously Issued Financial Statements 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, 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 each affected period. The original accrual amounts assumed that (i) customers who have not 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 outreach with voluntarily disclosures. These accrual amounts have been, and will continue to be, adjusted as the Company enters into voluntary disclosure agreements with the applicable jurisdictions. The Company will continue to accrue interest on any outstanding liabilities until the voluntary disclosure agreements are settled. The misstatements that appeared in the previously issued financial statements were material, and the Company also corrected other immaterial errors. As described in additional detail in the Explanatory Note in the Company's Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on August 14, 2023, the Company restated its audited consolidated financial statements as of and for the years ended December 31, 2022, 2021 and 2020, as well as the unaudited condensed consolidated quarterly financial information for the quarterly periods in the fiscal years ended December 31, 2022, 2021, and 2020, to reflect the correction of the misstatements and other immaterial adjustments, and to make corresponding disclosures. The Company also filed an Amendment No. 1 on Form 10-Q/A to amend the Quarterly Report on Form 10-Q for the three months ended March 31, 2023 with the SEC on August 14, 2023, to restate its unaudited condensed consolidated financial statements for the three months ended March 31, 2023 and 2022. The restated prior-year results are reflected in the consolidated financial results disclosed within this Annual Report on Form 10-K. Revenue Recognition The Company derives revenue primarily from subscription license fees charged for access to the Company’s database platform, and professional services. The customer arrangements include a promise to allow customers to access a subscription license to the database platform which is hosted by the Company over the contract period, without allowing the customer to take possession of the subscription license or transfer hosting to a third party. The Company recognizes revenue in accordance with ASC 606– Revenue from Contracts with Customers , which provides a five-step model for recognizing revenue from contracts with customers. Revenue is recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Revenue related to hosted subscription license arrangements, which often include non-distinct professional services, is recognized ratably over the contract term as the customer simultaneously receives and consumes the benefits provided by the Company’s performance. These subscription contracts typically have a term of one to three years and are non-cancellable. The Company also enters into a limited number of contracts that can include various combinations of professional services, which are generally capable of being distinct and can be accounted for as separate performance obligations. Revenue related to these professional services is recognized at the time the services are performed. When a contract contains multiple performance obligations, the contract transaction price is allocated on a relative standalone selling price (“SSP”) basis to each performance obligation. The Company typically determines SSP based on observable selling prices of its products and services. In instances where SSP is not directly observable, SSP is determined using information that may include market conditions and other observable inputs, or by using the residual approach. The Company accounts for an arrangement when it has approval and commitment from both parties, the rights are identified, the contract has commercial substance, and collectability of consideration is probable. The Company generally obtains written purchase contracts from its customers for a specified service at a specified price, with a specified term, which constitutes an arrangement. Revenue is recognized at the amount expected to be collected, net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The timing of revenue recognition may not align with the right to invoice the customer, but the Company has determined that in such cases, a significant financing component generally does not exist. The Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically 30 days. The Company does not offer rights of return for its products and services in the normal course of business, and contracts generally do not include customer acceptance clauses. The Company's arrangements typically do not contain variable consideration. However, certain contracts with customers may include service level agreements that entitle the customer to receive service credits, and in certain cases, service refunds, when defined service levels are not met. These arrangements represent a form of variable consideration, which is considered in the calculation of the transaction price. The Company estimates the amount of variable considerations at the expected value based on its assessment of legal enforceability, anticipated performance and a review of specific transactions, historical experience and market and economic conditions. The Company historically has not experienced any significant incidents that affected the defined levels of reliability and performance as required by the contracts. Fair Value Measurements The Company measures assets and liabilities at fair value based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level as follows: Level 1 - Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities Level 2 - Other inputs that are directly or indirectly observable in the marketplace Level 3 - Unobservable inputs that are supported by little or no market activity, including the Company’s own assumptions in determining fair value. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Marketable Securities All investments in marketable securities are classified as available-for-sale and are reported at fair value with unrealized gains and losses excluded from earnings and reported net of tax in accumulated other comprehensive income, which is a component of stockholders’ equity. Unrealized losses that are determined to be other-than-temporary, based on current and expected market conditions, are recognized in earnings. Declines in fair value determined to be credit related are charged to earnings. The cost of marketable securities sold is determined by the specific identification method. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company holds cash at major financial institutions that often exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company manages its credit risk associated with cash concentrations by concentrating its cash deposits in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The carrying value of cash approximates fair value. Historically, the Company has not experienced any losses due to such cash concentrations. The Company does not have any off-balance-sheet credit exposure related to its customers. Concentrations of credit risk with respect to trade account receivables are limited due to the large number of customers comprising the Company’s customer base. No single customer accounted for more than 10 % of total net sales or receivables in 2023, 2022 or 2021 . Accounts Receivable, Net and Contract Assets Accounts receivable are stated at the amount management expects to collect from outstanding balances. Allowances for doubtful accounts are provided for those outstanding balances considered to be uncollectible based upon historical collection experience, changes in customer payment profiles, the aging of receivable balances, and management’s overall evaluation of the outstanding balances at year end. Balances that are still outstanding after management has made reasonable collection efforts are written off through a charge to the allowance for doubtful accounts. At December 31, 2023 and 2022 , the allowance for doubtful accounts was $ 2.3 million and $ 1.9 million, respectively. Contract assets represent contractual rights to consideration in the future and are generated when contractual billing schedules differ from the timing of revenue recognition. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. If revenue is recognized in advance of the right to invoice, a contract asset (unbilled receivable) is recorded, which is included in accounts receivable, net in the consolidated balance sheets. Deferred Contract Costs Certain sales commissions earned by the Company’s employees are considered incremental and recoverable costs of obtaining a contract with a customer. These sales commissions for initial and renewal contracts are capitalized and are included in current portion of deferred contract costs and deferred contract costs, net of current portion. Capitalized amounts also include the associated payroll taxes and other fringe benefits associated with the payments to the Company’s employees. Costs capitalized related to new revenue contracts are amortized on a straight-line basis over four years, which reflects the average period of benefit, including expected contract renewals. When determining the period of benefit, the Company primarily considered its initial estimated customer life, the technological life of the subscription license, as well as an estimated customer relationship period. Costs capitalized related to renewal contracts are amortized on a straight-line basis over two years, which reflects the average renewal period. Renewal contracts with a term of one year or less are expensed. The capitalized amounts are recoverable through future revenue streams under all non-cancellable customer contracts. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations. There were no impairments of these costs in the years ended December 31, 2023, 2022 or 2021 . Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. The assets are depreciated on a straight-line basis over the estimated useful lives as follows: Furniture and equipment 5 years Computers and software 3 years Leasehold improvements Lesser of the asset life or lease term Upon retirement or sale, the cost of assets disposed and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized as gain or loss on disposal of assets in the consolidated statements of operations. Major replacements and improvements are capitalized, while general repairs and maintenance are charged to expense as incurred. Leases The Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. Renewal options are not included in the measurement of the right of use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease. Some of the Company's leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company’s lease agreements contain variable lease payments for common area maintenance, utility, and taxes. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non-lease component charges. The Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company measures the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Advertising and Promotional Expenses The Company expenses advertising costs as incurred in accordance with ASC 720— Other Expenses – Advertising Cost . Advertising expenses of $ 1.6 million, $ 1.6 million and $ 0.9 million for the years ended December 31, 2023, 2022 and 2021 , respectively, are included in sales and marketing expenses on the consolidated statements of operations. Software Development Costs The Company accounts for its software development costs in accordance with the guidance set forth in ASC 350-40— Intangibles – Goodwill and Other – Internal Use Software. The Company capitalizes costs to develop software for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized costs of $ 1.6 million and $ 1.0 million for the years ended December 31, 2023 and 2022 , respectively, are included in property and equipment, net. Acquisitions The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations . Each acquired company’s operating results are included in the Company’s consolidated financial statements starting on the date of acquisition. The Company allocates purchase consideration to the tangible and identifiable intangible assets acquired, and liabilities assumed based on their estimated fair values. The purchase price is determined based on the fair value of the assets transferred, liabilities assumed, and equity interests issued, after considering any transactions that are separate from the business combination. The excess of fair value of purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, acquired technology and acquired trade names, useful lives, royalty rates, and discount rates. The estimates are inherently uncertain and subject to revision as additional information is obtained during the measurement period for an acquisition, which may last up to one year from the acquisition date. During the measurement period, the Company may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with a corresponding offset to goodwill. After the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to earnings. In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items based upon the facts and circumstances that existed as of the acquisition date, with any revisions to the Company’s preliminary estimates being recorded to goodwill, provided that the timing is within the measurement period. Subsequent to the measurement period, changes to uncertain tax positions and tax related valuation allowances will be recorded to earnings. For any given acquisition, the Company may identify certain pre-acquisition contingencies. The Company estimates the fair value of such contingencies, which are included as part of the assets acquired or liabilities assumed, as appropriate. Differences from these estimates are recorded in the consolidated statement of operations in the period in which they are identified. Goodwill and Intangible Assets Goodwill is calculated as the excess of the purchase consideration paid in the acquisition of a business over the fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized and is tested for impairment at the reporting unit level, at least annually, and more frequently if events or circumstances occur that would indicate a potential decline in fair value. A reporting unit is an operating segment or a component of an operating segment. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount, or it may elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or if the Company elects to bypass the qualitative assessment, management will perform a quantitative test by determining the fair value of the reporting unit. The estimated fair value of the reporting unit is based on a combination of an income and market approach. The income approach utilizes a projected discounted cash flow model that includes significant assumptions and estimates, including the discount rate, growth rate, and future financial performance. The market approach utilizes the Company's market capitalization plus an appropriate control premium. Market capitalization is determined by multiplying the number of shares of Class A Common Stock outstanding by the market price of the Company's Class A Common Stock. The control premium is determined by utilizing data from publicly available premium studies for similarly situated public company transactions. If the carrying value of the reporting unit exceeds the fair value, then a goodwill impairment loss is recognized for the difference. The Company performs its annual impairment assessment in the first month of the fourth quarter of each calendar year. Definite-lived intangible assets are amortized over their estimated useful lives, which represent the period over which the Company expects to realize economic value from the acquired asset(s), using the economic consumption method if anticipated future revenues can be reasonably estimated. The straight-line method is used when future revenues cannot be reasonably estimated . The following provides a summary of the estimated useful lives by category of asset. Customer relationships 14 – 20 years Technology 6 – 8 years Tradenames / trademark 5 – 19 years Data 3 years During the quarter ended September 30, 2023, the Company experienced a sustained decline in its stock price and market capitalization, which represented a triggering event requiring management to perform a goodwill impairment test as of September 30, 2023. As a result of the Company’ s impairment test, the Company determined that the fair value of its single reporting unit was lower than its carrying value and, accordingly, recorded a non-cash, pretax, goodwill impairment charge of $ 287.4 million. The goodwill impairment charge did not affect the Company’s liquidity or the financial covenants in its outstanding debt agreement. During the quarter ended December 31, 2023, the Company performed a quantitative assessment and concluded that the fair value of its single reporting unit exceeded its carrying value as of December 31, 2023. The Company will continue to monitor for potential impairment should impairment indicators arise. Refer to Note 9. Goodwill and Intangible Assets for further details. Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment and other long-lived assets, including definite-lived intangible assets and property and equipment, for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. If estimated undiscounted future cash flows expected to result from its use and eventual disposition are not expected to be adequate to recover the asset’s carrying value, an impairment charge is recorded for the excess of the asset’s carrying value over its estimated fair value. Deferred Revenue Deferred revenue consists of customer payments and billings in advance of revenue being recognized from the subscription services. If revenue has not yet been recognized, a contract liability (deferred revenue) is recorded. Deferred revenue that is anticipated to be recognized within the next 12 months is recorded as current portion of deferred revenue and the remaining portion is included in long term liabilities as deferred revenue on the consolidated balance sheets. Debt Issuance Costs Costs incurred in connection with the issuance of long-term debt are deferred and amortized as interest expense over the terms of the related debt using the effective interest method for term debt and on a straight-line basis for revolving debt. To the extent that the debt is outstanding, these amounts are reflected in the consolidated balance sheets as direct deductions from the long-term portions of debt, except for the costs related to the Company’s revolving credit facilities, which are presented as a non-current asset on the consolidated balance sheets within other assets. Upon a refinancing or amendment, previously capitalized debt issuance costs are expensed and included in loss on extinguishment of debt, if the Company determines that there has been a substantial modification of the related debt. If the Company determines that there has not been a substantial modification of the related debt, any previously capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument. As of December 31, 2023 and 2022 , the Company had $ 1.5 million and $ 2.0 million, respectively, of unamortized deferred financing costs related to its non-revolving credit facilities, and $ 0.4 million and $ 0.6 million, respectively, of unamortized deferred financing costs related to its revolving credit facility. Sales Tax The Company’s revenues may be subject to local sales taxes in certain states, if applicable. It is the Company’s policy to treat all such taxes on a “net” basis, which means the charges for sales taxes to the Company’s customers are not included in revenues and the remittance of such taxes is not presented as an expense. Any amounts payable, inclusive of interest and penalties, to taxation authorities in which the Company did not charge the customer for sales taxes is recorded within general and administrative expenses in the consolidated statements of operations and is included in accrued expenses and other current liabilities in the consolidated balance sheets. Income Taxes Definitive OpCo is taxed as a partnership. For federal and state income tax purposes, income, losses, and other tax attributes not generated by AW and its wholly owned U.S. and foreign subsidiaries generally pass through to the Definitive OpCo members’ individual income tax returns. Additionally, Definitive OpCo may be subject to certain taxes on behalf of its members in certain states. AW and its wholly owned U.S. and foreign subsidiaries are taxed as corporations. Accordingly, AW accounts for income taxes by recognizing tax assets and liabilities for the cumulative effect of all the temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred taxes for AW are determined using enacted federal, state, or foreign income tax rates in effect in the year in which the differences are expected to reverse. Definitive Healthcare Corp. is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of Definitive OpCo and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, Definitive Healthcare Corp. will also make payments under the Tax Receivable Agreement, which the Company expects to be significant. The Company anticipates that it will account for the income tax effects and corresponding Tax Receivable Agreement’s effects resulting from future redemptions or exchanges of LLC Units by recognizing an increase in Definitive Healthcare Corp.'s deferred tax assets, based on enacted tax rates at the date of the purchase or exchange. Further, the Company accounts for amounts payable under the Tax Receivable Agreement in accordance with ASC 450— Contingencies . The amounts to be recorded for both the deferred tax assets and the liability for the Company's obligations under the Tax Receivable Agreement will be estimated at the time of any purchase or exchange as a reduction to shareholders’ equity, and the effects of changes in any of the Company's estimates after this date will be included in net income or loss. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income or loss. In assessing the realizability of deferred tax assets of the Company and its subsidiaries, management considers the weight of available evidence and whether it is more likely than not that some or all of the deferred tax assets will be realized; when necessary, a valuation allowance is established. Under the provisions of ASC 740— Income Taxes , as it relates to accounting for uncertainties in tax positions, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. For the tax years ended December 31, 2023, 2022 and 2021, the Company did not have any uncertain tax positions. Net Loss Per Share Net income or loss per share is computed in conformity with the two-class method required for participating securities. The two-class method of computing earnings per share is required for entities that have participating securities. The two-class method is an earnings allocation formula that determines earnings per share for participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which a net loss is recorded. Basic net income or loss per share is computed by dividing the net income or loss by the weighted-average number of common shares of the Company outstanding during the period. Diluted net income or loss per share is computed by giving effect to all potential shares, including exchangeabl |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Populi, Inc. On July 21, 2023, the Company completed the acquisition of Populi, Inc. (“Populi”), a provider-focused data and analytics company that works with healthcare organizations to optimize physician relationships, reduce network leakage, and expand market share, for total consideration of $ 54.1 million, consisting of approximately $ 46.4 million of cash paid at closing, a $ 0.1 million reimbursement from sellers for working capital adjustments, and up to $ 28.0 million of contingent consideration, with an initial estimated fair value of $ 7.8 million. The contingent consideration relates to earn-out payments that may be paid subject to meeting certain revenue metrics during calendar years 2024 and 2025. In addition to the purchase consideration and pursuant to holdback agreements with certain key Populi employees, the Company agreed to pay $ 4.8 million to certain key Populi employees in quarterly installments beginning on December 31, 2023, and continuing through September 30, 2025. The payout of the holdback is subject to continued employment, and therefore recognized as compensation expense over the requisite service period as a component of transaction, integration and restructuring expenses in the accompanying consolidated statements of operations. The assets acquired and liabilities assumed were recorded at their estimated fair values and the results of operations were included in the Company’s consolidated results as of the acquisition date. The consideration transferred for the transaction is summarized as follows: (in thousands) Cash consideration paid at closing $ 46,446 Working capital adjustment ( 145 ) Contingent consideration 7,800 Purchase price $ 54,101 The contingent consideration is based on the achievement of certain revenue metrics during the two-year period following the acquisition date, with potential earn-out payouts ranging from $ 0 to $ 28.0 million. The Company estimated the fair value of the contingent consideration to be $ 7.8 million as of July 21, 2023, based on the estimated achievement of the revenue metrics and time to payment. The contingent consideration was recorded in Other liabilities in the accompanying consolidated balance sheets as of December 31, 2023. Refer to Note 12. Fair Value Measurements for updates to the fair value of this contingent consideration subsequent to the acquisition date. The purchase price allocations for the Populi acquisition are provisional and are based on the information that was available as of the acquisition date to estimate the fair values of assets acquired and liabilities assumed. The Company is gathering and reviewing additional information necessary to finalize the values assigned to the acquired assets and liabilities assumed, as well as acquired identified intangible assets and goodwill. Therefore, the provisional measurements of fair values reported as of December 31, 2023 are subject to change. The Company is expected to finalize the purchase price allocations as soon as practicable, but no later than one year from the acquisition date. 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 $ 1,423 $ — $ 1,423 Accounts receivable 2,662 — 2,662 Prepaid expenses and other current assets 153 — 153 Property and equipment 42 — 42 Intangible assets 22,830 ( 500 ) 22,330 Accounts payable and accrued expenses ( 3,316 ) — ( 3,316 ) Deferred revenue ( 4,010 ) — ( 4,010 ) Deferred tax liabilities ( 2,354 ) ( 576 ) ( 2,930 ) Total assets acquired and liabilities assumed 17,430 ( 1,076 ) 16,354 Goodwill 36,652 1,095 37,747 Purchase price $ 54,082 $ 19 $ 54,101 As a result of the Populi acquisition, the Company recorded goodwill, developed software, customer relationships, and tradename of $ 37.7 million, $ 21.4 million, $ 0.8 million, and $ 0.1 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. The developed software represents Populi’s proprietary solutions that are designed to assist organizations in optimizing physician relationships, reducing network leakage, and expanding market share. The Company used the income approach, specifically the multi-period excess earnings method, to determine the value of developed software. Significant assumptions include an obsolescence factor, tax rate, and discount rate. The developed software was valued at $ 21.4 million and is amortized using the economic value method, which represents the pattern of cash flows over the estimated 7-year life of this asset. 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 $ 0.8 million and is amortized using the straight-line method over the estimated remaining useful life of 15 years . The tradename represents the estimated fair value of the registered trade name associated with the Populi 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 $ 0.1 million and is amortized using the straight-line method over the estimated remaining useful life of 1 year . In total, intangible assets acquired in the Populi acquisition are estimated to be amortized over a weighted average period of 7.2 years. See Note 9. Goodwill and Intangible Assets for the estimated total intangible amortization expense during the next five years. In connection with the acquisition, the Company recognized acquisition related costs of $ 5.1 million which were recorded within transaction, integration, and restructuring expenses in the accompanying consolidated statements of operations for the year ended December 31, 2023. Unaudited Pro Forma Supplementary Data as if the transaction had occurred on Janu ary 1, 2022: Year Ended December 31, 2023 2022 (in thousands) Revenue $ 255,629 $ 228,085 Net loss ( 294,232 ) ( 33,015 ) These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the operating results of the Company that would have been achieved had the acquisition actually taken place on January 1, 2022. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur after the acquisition, including but not limited to revenue enhancements, cost savings or operating synergies that the combined Company may achieve as a result of the acquisition. Analytical Wizards 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 A.I. and M.L. 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. In February 2022, the Company completed the purchase of 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 consolidated statements of operations for the three months ended March 31, 2022. The Company has included the financial results of Analytical Wizards in the 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 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 contingent consideration was recorded in accrued expenses and other current liabilities in the accompanying consolidated balance sheet as of December 31, 2023. Refer to Note 12. Fair Value Measurements for updates to the fair value of this contingent consideration subsequent to the acquisition date. The Company finalized the purchase price allocations of the AW acquisition during the first quarter of 2023. Acquisition-date fai r values of assets and liabilities pertaining to this business combination have been allocated as follows: (in thousands) 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 506 300 806 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 ) ( 502 ) ( 987 ) 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 $ 61.7 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. In total, intangible assets acquired in the AW acquisition are estimated to be amortized over a weighted-average period of 18.0 years. See Note 9. Goodwill and Intangible Assets 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 consolidated statements of operations for the year ended December 31, 2022. Unaudited Pro Forma Supplementary Data as if the transaction had occurred on January 1, 2022: (in thousands) Year Ended December 31, 2022 Revenue $ 224,130 Net loss ( 26,443 ) These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the operating results of the Company that would have been achieved had the acquisition actually taken place on January 1, 2022. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur after the acquisition, including but not limited to revenue enhancements, cost savings or operating synergies that the combined Company may achieve as a result of the acquisition. |
Revenue
Revenue | 12 Months Ended |
Dec. 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 years ended December 31, 2023, 2022 and 2021. Year Ended December 31, (in thousands) 2023 2022 2021 Subscription services $ 243,052 $ 217,024 $ 164,564 Professional services 8,363 5,629 1,590 Total revenue $ 251,415 $ 222,653 $ 166,154 The opening and closing balances of the Company’s receivables, deferred contract costs, and contract liabilities from contracts with customers were as follows as of: (in thousands) December 31, December 31, Accounts receivable, net $ 59,249 $ 58,799 Deferred contract costs, current portion 13,490 10,387 Deferred contract costs, noncurrent portion 17,320 14,596 Deferred revenues 97,386 99,928 Deferred Contract Costs A summary of the activity impacting the deferred contract costs during the years ended December 31, 2023 and 2022 is presented below: (in thousands) December 31, December 31, Balance at beginning of year $ 24,983 $ 18,547 Costs amortized ( 12,963 ) ( 8,816 ) Additional amounts deferred 18,790 15,252 Balance at end of year 30,810 24,983 Classified as: Current 13,490 10,387 Non-current 17,320 14,596 Total deferred contract costs (deferred commissions) $ 30,810 $ 24,983 Contract Liabilities A summary of the activity impacting deferred revenue balances during the years ended December 31, 2023 and 2022 is presented below as of: (in thousands) December 31, December 31, Balance at beginning of year $ 99,928 $ 84,023 Revenue recognized ( 251,415 ) ( 222,653 ) Additional amounts deferred 248,873 238,558 Balance at end of year $ 97,386 $ 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. Transaction price allocated to remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, and disparate contract terms. Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and backlog. The Company’s backlog represents installment billings for periods beyond the current billing cycle. The majority of the Company’s noncurrent remaining performance obligations will be recognized in the next 13 to 36 months. The remaining performance obligations consisted of the following as of: (in thousands) December 31, December 31, Current $ 187,331 $ 183,527 Non-current 89,636 93,464 Total $ 276,967 $ 276,991 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 5. Leases The Company leases real estate in the form of office space facilities. Generally, the term for real estate leases ranges from 1 to 9 years at inception of the contract. Some real estate leases include options to renew that can extend the original term by 5 to 10 years. Operating lease costs are allocated according to headcount to cost of revenue, sales and marketing, product development and general and administrative expenses in the consolidated statements of operations. As of December 31, 2023 , the Company does no t have any finance leases . During the first quarter of 2023, the Company executed a plan to exit one of its office facilities by exercising an early termination clause, which was accounted for as a lease modification under ASC 842. The Company ceased use of the office facility during the first quarter and accordingly recorded a $ 0.2 million impairment charge, which represented the remaining carrying value of the right-of-use asset as of March 31, 2023. During the third quarter of 2023, the Company executed a new four-year lease agreement for its office in Sweden, which was accounted for under ASC 842. Accordingly, the Company recorded an initial right-of-use asset and corresponding operating lease liability of $ 1.6 million, which represented the present value of the expected future minimum lease payments. During the first quarter of 2022, the Company gave notice of its intent to extend one of its office lease facilities for an additional five-year period and the extension was accounted for as a lease modification under ASC 842. Accordingly, the Company recorded a right-of-use asset and corresponding operating lease liability of $ 6.0 million, which represented the present value of the expected future minimum lease payments. During the quarter ended June 30, 2022, the Company’s executive leadership team approved a program to exit the office lease facility and signed an agreement with the landlord to withdraw the Company’s exercise of the option to extend. As a result, the lease terminated on December 31, 2022. This was accounted for as a lease modification under ASC 842 and the Company reduced the right-of-use asset by $ 6.0 million in the second quarter of 2022. The Company ceased use of the office facility during the same quarter and accordingly recorded an impairment charge of $ 0.7 million, which represented the remaining carrying value of the right-of-use asset as of June 30, 2022. During the second quarter of 2022, the Company executed a plan to exit one of its other office facilities by exercising an early termination clause, which was accounted for as a lease modification under ASC 842. The Company ceased use of the office facility during the second quarter and accordingly recorded a $ 0.2 million impairment charge, which represented the remaining carrying value of the right-of-use asset as of June 30, 2022. The Company recorded the following lease costs for the years ended December 31, 2023 and 2022: Year Ended December 31, (in thousands) 2023 2022 Lease Cost Capitalized operating lease cost $ 2,202 $ 2,676 Variable lease cost — 1 Total lease cost $ 2,202 $ 2,677 (in thousands) Supplemental Cash Flow and Other Information Cash paid for amounts included in measurement of lease liabilities and capitalized operating leases: Operating cash flows $ 2,052 $ 3,145 Right-of-use assets obtained in exchange for lease liabilities: Capitalized operating leases $ 1,563 $ 982 Lease term and discount rate consisted of the following as of: December 31, 2023 December 31, 2022 Weighted-average remaining lease term (in years): Capitalized operating leases 4.80 5.78 Weighted-average discount rate: Capitalized operating leases 4.6 % 4.2 % The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total operating lease liabilities recognized on the consolidated balance sheets as of December 31, 2023. (in thousands) Capitalized Operating Lease 2024 $ 2,699 2025 2,681 2026 2,684 2027 2,456 2028 2,177 Thereafter 181 $ 12,878 Imputed interest 1,267 Operating lease liability balance at December 31, 2023 $ 11,611 Total rent expense, which was allocated according to headcount to cost of revenue, sales and marketing, product development and general and administrative expenses in the consolidated statements of operations, was $ 2.0 million, $ 2.4 million, and $ 2.8 million for the years ended December 31, 2023, 2022, and 2021 , respectively. |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | 6. Short-term Investments Short-term investments classified as available-for-sale consisted of the following as of: December 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: US Treasuries $ 62,486 $ 20 $ ( 45 ) $ 62,461 Corporate Bonds 2,314 10 — 2,324 Commercial Paper 94,269 85 ( 18 ) 94,336 Certificates of Deposit 17,954 19 ( 2 ) 17,971 Total short-term investments $ 177,023 $ 134 $ ( 65 ) $ 177,092 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. Included in the amortized cost as of December 31, 2023 and 2022 is accretion of $ 2.8 million and $ 1.2 million, respectively. Interest accretion on short-term investments was $ 8.2 million and $ 1.1 million during the years ended December 31, 2023 and 2022, respectively. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | 7. Accounts Receivable Accounts receivable consisted of the following as of: (in thousands) December 31, December 31, Accounts receivable $ 60,206 $ 59,780 Unbilled receivable 1,346 881 61,552 60,661 Less: allowance for doubtful accounts ( 2,303 ) ( 1,862 ) Accounts receivable, net $ 59,249 $ 58,799 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 8. Property and Equipment Property and equipment consisted of the following as of: (in thousands) December 31, December 31, Computers and software $ 6,921 $ 5,924 Furniture and equipment 1,172 1,204 Leasehold improvements 2,338 2,134 10,431 9,262 Less: accumulated depreciation and amortization ( 5,960 ) ( 4,798 ) Property and equipment, net $ 4,471 $ 4,464 Depreciation and amortization expense was $ 2.0 million, $ 2.2 million and $ 1.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. Impairment charges for operating lease right-of-use assets and leasehold improvements due to office closures and relocations were $ 0.2 million and $ 1.0 million for the years ended December 31, 2023 and 2022, respectively. These charges were recognized within transaction, integration and restructuring expenses in the Company’s consolidated statements of operations. The Company also disposed of fully-depreciated property and equipment of $ 0.8 million and $ 2.1 million in the years ended December 31, 2023 and 2022, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 9. Goodwill and Intangible Assets The carrying amounts of goodwill and intangible assets consisted of the following as of: December 31, 2023 (in thousands) Gross Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 410,210 $ ( 163,586 ) $ 246,624 Developed technologies 78,434 ( 33,769 ) 44,665 Tradenames 36,062 ( 9,379 ) 26,683 Database 50,221 ( 45,072 ) 5,149 Total finite-lived intangible assets 574,927 ( 251,806 ) 323,121 Goodwill 1,075,080 — 1,075,080 Total goodwill and intangible assets $ 1,650,007 $ ( 251,806 ) $ 1,398,201 December 31, 2022 (in thousands) Gross Accumulated Net Carrying 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 was $ 49.8 million, $ 54.7 million, and $ 58.2 million for the years ended December 31, 2023, 2022 and 2021 , respectively, of which $ 12.7 million, $ 16.8 million and $ 21.3 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) 2024 $ 48,420 2025 45,911 2026 39,271 2027 33,323 2028 29,555 Thereafter 126,641 Total $ 323,121 The Company determined it had one reporting unit. Goodwill Impairment Goodwill and acquired intangible assets are initially recorded at fair value and tested periodically for impairment. The Company performs an impairment test of goodwill during the fourth quarter of each fiscal year and more frequently if indicators of potential impairment arise. Though the Company traditionally performs its annual impairment assessment in the first month of the fourth quarter of each calendar year, during the quarter ended September 30, 2023, the Company experienced a sustained decline in its stock price and market capitalization, which represented a triggering event requiring management to perform a goodwill impairment test as of September 30, 2023. As a result of the Company’s quantitative impairment test, the Company determined that the fair value of its single reporting unit was lower than its carrying value and, accordingly, recorded a non-cash, pretax, goodwill impairment charge of $ 287.4 million. The goodwill impairment charge did not affect the Company’s liquidity or the financial covenants in its outstanding debt agreement. In calculating the goodwill impairment charge, the Company estimated the fair value of its single reporting unit using a combination of an income and market approach. The income approach utilizes a discounted cash flow model associated with the business, including the amount and timing of future expected cash flows, tax attributes, technology and customer attrition rates, a terminal value growth rate, and an appropriate market-participant, risk-adjusted, weight average cost of capital in each case using estimates that the Company considered to be reasonable and appropriate. The market approach utilizes the Company's market capitalization, plus an appropriate control premium. Market capitalization is determined by multiplying the number of shares of Class A Common Stock outstanding by the market price of its Class A Common Stock. The control premium is determined by utilizing data from publicly available premium studies for similarly situated public company transactions. A goodwill impairment loss is recognized for the difference between the carrying value of the reporting unit and the fair value. During the quarter ended December 31, 2023, the Company performed a quantitative assessment and concluded that the fair value of its single reporting unit exceeded its carrying value as of December 31, 2023. The Company will continue to monitor for potential impairment should impairment indicators arise. As of December 31, 2023 and 2022, goodwill consisted of the following: Year Ended December 31, (in thousands) 2023 2022 Goodwill - beginning of year $ 1,324,733 $ 1,263,075 Goodwill acquired during year 37,747 61,658 Goodwill impairment loss ( 287,400 ) — Goodwill - end of year $ 1,075,080 $ 1,324,733 The Company also considered its intangible assets with finite useful lives, which are amortized over their estimated useful lives, generally on a straight-line basis. These assets are reviewed for impairment when facts or circumstances indicate that the carrying values may not be recoverable. The decline in the Company’s market capitalization driven by a sustained decrease in the Company’s stock price was considered to represent a triggering event and the Company’s intangible assets were reviewed for impairment. Based on quantitative and qualitative analyses performed, management concluded the assets were recoverable and no impairment charge was recorded. |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt, Unclassified [Abstract] | |
Long-Term Debt | 10. Long-Term Debt Long-term debt consisted of the following as of: December 31, 2023 (in thousands) Principal Unamortized debt Total debt, 2021 Term Loan $ 257,813 $ ( 1,496 ) $ 256,317 Less: current portion of long-term debt 13,750 Long-term debt $ 242,567 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 years ended December 31, 2023 and 2022, the Company repaid $ 8.6 million and $ 6.9 million, respectively, in outstanding principal of the 2021 Term Loan (as defined below). 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 was $ 257.8 million and $ 266.4 million outstanding on the 2021 Term Loan at December 31, 2023 and 2022. respectively. 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 December 31, 2023 and 2022. During the quarter ended December 31, 2023, the lessor of the Company ’ s corporate headquarters transitioned from one entity to another. As a result, in lieu of a security deposit, the Company provided a standby letter of credit of $ 0.6 million, which reduced the amount available under our revolving credit facility to $ 74.4 million as of December 31, 2023. On October 31, 2022, the Company amended the 2021 Credit Agreement to replace the LIBO rate with Term SOFR plus an applicable rate. For both the 2021 Term Loan and 2021 Revolving Line of Credit, DH Holdings may elect from several interest rate options based on the Term SOFR Rate or the Base Rate plus an applicable margin. The applicable margin is based on the total leverage ratio. As of December 31, 2023, the effective interest rate wa s 7.21 % . In connection with the 2021 Credit Agreement, the Company capitalized financing costs totaling $ 3.5 million, of which $ 2.8 million related to the 2021 Term Loan facility and $ 0.8 million related to the 2021 Revolving Line of Credit. The financing costs associated with the 2021 Term Loan facility are recorded as a contra-debt balance in Term loan, net of current portion in the consolidated balance sheets and are amortized over the remaining life of the loan using the effective interest method. The financing costs associated with the 2021 Revolving Line of Credit are recorded in other assets in the consolidated balance sheets and are amortized over the life of the arrangement. The Company amortized capitalized financing costs for the 2021 Credit Agreement through interest expense of $ 0.7 million for each of the years ended December 31, 2023 and 2022. At December 31, 2023 and 2022 , the unamortized financing costs for the 2021 Revolving Line of Credit were $ 0.4 million and $ 0.6 million, respectively. The expected future principal payments as of December 31, 2023 are as follows: (in thousands) 2024 $ 13,750 2025 13,750 2026 230,313 $ 257,813 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 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 December 31, 2023 , the two outstanding interest rate swap agreements each had a notional value of $ 64.5 million with fixed interest rates of 1.90650 % and 1.90900 %. Interest payments under the swaps are made monthly on a net settlement basis. The Company has not recorded any amounts due to ineffectiveness for the year ended December 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 $ 3.4 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 consolidated balance sheets at December 31, 2023 and 2022 were as follows: (in thousands) Description Balance Sheet Location December 31, 2023 December 31, 2022 Short-term derivative asset Prepaid expenses and other current assets $ 3,426 $ 3,716 Long-term derivative asset Other assets 509 2,834 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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, derivative financial instruments, 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 their short maturities (less than 12 months). Debt The Company’s short- and long-term debt are recorded at their carrying values in the consolidated balance sheets, which may differ from their respective fair values. The carrying values and estimated fair values of the Company’s short- and long-term debt approximate their carrying values as of December 31, 2023 and 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, by 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 December 31, 2023 and 2022 were classified as Level 2 in the fair value hierarchy. Contingent consideration The deferred consideration resulting from the acquisition of Populi in the third quarter of 2023, which is subject to meeting certain revenue metrics during calendar years 2024 and 2025, is measured at fair value on a recurring basis. 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 December 31, 2023, the fair value of the contingent consideration was estimated to be $ 8.8 million and was included in other long-term liabilities on the consolidated balance sheets. The change in estimate of contingent consideration subsequent to initial measurement as of the acquisition date was recorded in transaction, integration, and restructuring expense in the accompanying consolidated statements of operations. 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 also 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 December 31, 2023, the fair value of the contingent consideration was estimated to be $ 1.6 million and was included in accrued expenses and other current liabilities on the consolidated balance sheets. The change in estimate of contingent consideration subsequent to initial measurement as of the acquisition date was recorded in transaction, integration, and restructuring expense in the accompanying consolidated statements of operations. 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) December 31, December 31, Balance at beginning of year $ 2,250 $ 7,500 Additions 7,800 1,000 Net change in fair value and other adjustments 302 1,250 Payments — ( 7,500 ) Balance at end of year $ 10,352 $ 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 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. The Company performed an interim goodwill impairment test during the third quarter of 2023 and concluded that the carrying value of its single reporting unit exceeded its fair value and recorded a $ 287.4 million non-cash goodwill impairment charge for the year ended December 31, 2023. For further discussion about the impairment testing of assets not measured at fair value on a recurring basis, see Note 9. Goodwill and Intangible Assets . At December 31, 2023 and 2022, assets and liabilities measured at fair value on a recurring basis were as follows: As of December 31, 2023 (in thousands) Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Money market funds $ 87,869 $ 87,869 $ — $ — Commercial paper (maturities less than 90 days) 4,227 — 4,227 — Certificates of deposit (maturities less than 90 days) 1,000 — 1,000 — Short-term investments: U.S. treasuries 62,461 — 62,461 — Corporate bonds 2,324 — 2,324 — Commercial paper 94,336 — 94,336 — Certificates of deposit 17,971 — 17,971 — Prepaid expenses and other current assets: Interest rate swap contracts 3,426 — 3,426 — Other assets: Interest rate swap contracts 509 — 509 — Liabilities: Contingent consideration 10,352 — — 10,352 As of 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 December 31, 2023 and 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). |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | 13. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: (in thousands) December 31, December 31, Payroll and payroll-related $ 12,805 $ 11,961 Tax receivable agreement, current portion 20,095 — Contingent consideration, current 1,602 — Sales, franchise and other taxes 9,526 11,738 Other 7,501 3,156 Accrued expenses and other current liabilities $ 51,529 $ 26,855 During the first and third quarters of 2023, the Company announced restructuring plans intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. During the year ended December 31, 2023, the Company incurred restructuring and related charges of $ 4.7 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 consolidated statements of operations. As of December 31, 2023, $ 0.1 million is included in accrued expenses and other liabilities in the consolidated balance sheets. The Company expects these payments will be made over the next three months. Furthermore, on January 3, 2024, the Company committed to an additional restructuring plan with similar objectives. The Company estimates that in the first half of 2024, it will incur pre-tax cash restructuring and related charges of approximately $ 6.5 million to $ 7.2 million, consisting primarily of severance payments, employee benefits, and related cash expenses, as well as an approximate $ 1.5 million non-cash stock-based compensation charge related to the vesting of share-based awards for employees who are terminated. The Company expects these actions will be substantially complete by the end of the second quarter of 2024. 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, 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 December 31, 2023 and 2022, the Company has recorded a sales tax accrual, which includes assumed maximum penalties and interest, of $ 6.7 million and $ 8.1 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies The Company enters into purchase obligations in the normal course of doing business. The estimated annual minimum purchase commitments under those agreements were as follows for each of the years ending December 31: (in thousands) 2024 $ 17,620 2025 11,520 2026 4,394 $ 33,534 From time to time, the Company is subject to various legal proceedings and claims, which arise during the ordinary course of business. The outcomes of such matters are not expected to have a material, adverse effect on the Company’s financial position, results of operations, and/or cash flows. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Income | 15. Accumulated Other Comprehensive Income The following table summarizes the changes in accumulated balances of other comprehensive income (“AOCI”) for the years ended December 31, 2023, 2022 and 2021, respectively. (in thousands) Unrealized Gain (Loss) on Cash Flow Hedges Unrealized Loss on Investments Foreign Currency Translation Adjustments Total Balances as of December 31, 2020 $ — $ — $ ( 131 ) $ ( 131 ) Other comprehensive income before reclassifications — — 193 193 Balances as of December 31, 2021 $ — $ — $ 62 $ 62 Other comprehensive income (loss) before reclassifications 4,480 ( 135 ) ( 566 ) 3,779 Amounts reclassified from AOCI ( 173 ) — — ( 173 ) Balances as of December 31, 2022 $ 4,307 $ ( 135 ) $ ( 504 ) $ 3,668 Other comprehensive income before reclassifications 1,119 231 130 1,480 Amounts reclassified from AOCI ( 3,039 ) — — ( 3,039 ) Balances as of December 31, 2023 $ 2,387 $ 96 $ ( 374 ) $ 2,109 |
Stockholders' Equity and Member
Stockholders' Equity and Members' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Members' Equity [Abstract] | |
Stockholders' Equity and Members' Equity | 16. Stockholders' Equity and Members' Equity The Company has Class A Common Stock, Class B Common Stock and Preferred Stock. Holders of outstanding shares of Class A and Class B Common Stock vote as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. Class B Common Stock issued to holders of Definitive OpCo Units (directly or indirectly through AIDH Management Holdings, LLC) that are unvested shall have no vote per share until such time as such Units have vested. Class A Common Stockholders are entitled to receive dividends, if declared by our board of directors out of legally available funds. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of Preferred Stock having liquidation preferences, if any, the holders of shares of our Class A Common Stock will be entitled to receive pro rata our remaining assets available for distribution. Class B Common Stockholders are not entitled to economic interests in Definitive Healthcare Corp. and do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of Definitive Healthcare Corp. Shares of Preferred Stock have no t been issued at December 31, 2023. The board of directors may authorize one or more series of Preferred Stock (including convertible Preferred Stock) and will determine, with respect to any series of Preferred Stock, the voting rights, preferences, participation, or other special right and limitations. Under the Amended Definitive OpCo LLC Agreement, the holders of LLC Units other than Definitive Healthcare Corp. (“LLC Members”) have the right to redeem or exchange all or a portion of their LLC Units for newly issued shares of Class A Common Stock, which may consist of unregistered shares, on a one-for-one basis. Shares of Class B Common Stock and their corresponding LLC Units will be canceled on a one-for-one basis once an exchange has been completed. Upon formation of Definitive OpCo in conjunction with the Advent Acquisition in July 2019, two classes of LLC units were established: Class A Units (“Class A Units”) and Class B Units (“Class B Units”), collectively “the Units”. The table below provides a summary of the number of Units authorized, issued and outstanding as of December 31, 2020: December 31, 2020 Class A Units: Authorized, issued and outstanding Class A Units 130,245,990 Class B Units: Authorized Class B Units 8,088,877 Issued Class B Units 3,720,063 Outstanding Class B Units (vested Class B Units) 474,920 In 2021, the Company issued 363,516 new Class A Units worth $ 5.8 million, consisting of a capital contribution of $ 5.5 million and equity-based compensation expense of $ 0.3 million. In connection with the Reorganization Transactions and the IPO in September 2021, Class A Units held directly by employees of the Company or indirectly through Definitive OpCo were exchanged on a one-for-one basis for Definitive OpCo LLC Units. Refer to Note 17. Equity-Based Compensation for further information on Class B Units. Noncontrolling Interest Definitive Healthcare Corp. operates and controls all of the business and affairs of Definitive OpCo, and through Definitive OpCo and its subsidiaries, conducts its business. Accordingly, Definitive Healthcare Corp. consolidates the financial results of Definitive OpCo, and reports the noncontrolling interests of its consolidated subsidiaries on its consolidated financial statements based on the 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 consolidated balance sheets. During the year ended December 31, 2023 , 10,562,033 Definitive OpCo 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, 1,300,786 restricted stock units vested and 438,840 shares were withheld to cover withholding tax obligations, resulting in the net issuance of 861,946 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 December 31, 2023 and 2022, Definitive Healthcare Corp. held ownership interests in Definitive OpCo of 74.9 % and 68.2 %, respectively, and noncontrolling interests of 25.1 % and 31.8 %, respectively. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 17. Equity-Based Compensation 2021 Incentive Equity Plan The Definitive Healthcare Corp. 2021 Equity Incentive Plan (the “2021 Plan”) was adopted in September 2021. The types of grants available under the 2021 Plan include stock options (both incentive and non-qualified), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and stock-based awards. The aggregate number of shares of Class A Common Stock available for grant under the 2021 Plan was 7,284,174 shares at December 31, 2023. The outstanding RSUs granted under this plan have time-based and/or performance-based vesting criteria. Time-Based RSUs Outstanding time-based RSUs granted under the 2021 Plan generally vest partially on the one-year anniversary of each grant and quarterly over the subsequent two- or three-year period. In connection with the restructuring plans announced in the first and third quarters of 2023, along with the departure of two management-level employees during the year, the Company accelerated the vesting of 99,662 previously unvested time-based RSUs. The incremental stock-based compensation expense resulting from the modifications was not material and any unvested time-based RSUs and PSUs held by the individuals were forfeited upon separation. None of the previously unvested PSUs were accelerated. Similarly, during the fourth quarter of 2022, in connection with the departure of two management-level employees, the Company accelerated the vesting of 6,772 previously unvested time-based RSUs. The incremental stock-based compensation expense resulting from the modifications was not material and any unvested time-based RSUs and PSUs held by the individuals were forfeited upon separation. None of the previously unvested PSUs were accelerated. The following table summarizes the Company's unvested time-based activity for the years ended December 31, 2023 and 2022: 2023 2022 Weighted Weighted Restricted Average Grant Restricted Average Grant Stock Units Date Fair Value Stock Units Date Fair Value Unvested at beginning of year 3,438,387 $ 24.82 1,935,899 $ 32.59 Granted 3,318,889 $ 12.55 2,457,991 $ 20.27 Vested ( 1,300,786 ) $ 23.91 ( 716,776 ) $ 29.86 Forfeited ( 535,023 ) $ 18.48 ( 238,727 ) $ 25.51 Unvested at end of year 4,921,467 $ 17.32 3,438,387 $ 24.82 Performance-Based RSUs (“PSUs”) The Company periodically grants PSUs to certain members of the Company’s senior management team subject to the satisfaction of annual and cumulative performance conditions and/or market conditions established by the Human Capital Management and Compensation Committee of the Board of Directors of Definitive Healthcare Corp. Those PSUs without market-based vesting conditions vest annually over three years subject to the achievement of certain performance targets and continued service. Expense for these awards is recognized when it becomes probable that performance measures triggering vesting will be achieved. In May 2022, the Company granted PSUs to a former member of the executive leadership team with performance criteria related to the relative ranking of the total stockholder return (“TSR”) of the Company’s common stock for the cumulative three-year performance period return relative to the TSR of certain peer companies within the Nasdaq Software & Services Index. TSR will be measured based on the 20-trading-day average closing stock price on the first day of the performance period compared to the 20-trading-day average closing stock price on the last day of such period, inclusive of applicable cash dividend payments. These PSUs subject to the performance criteria will cliff vest after three years, subject to the satisfaction of the performance criteria and the executive’s continued employment through the performance period. PSUs may vest in a range between 0 % and 300 %, based on the satisfaction of performance, and no shares will be issued if the minimum applicable performance metric is not achieved. As these PSUs vest based on the achievement of market conditions, the grant date fair values were determined using a Monte-Carlo valuation model. The Monte-Carlo valuation model considered a variety of potential future share prices for the Company as well as its peer companies in the selected market index. Expense for these awards is recognized ratably over the requisite service period based on the fair value of the award. The following table summarizes the Company's unvested PSU activity for the years ended December 31, 2023 and 2022: 2023 2022 Weighted Weighted Restricted Average Grant Restricted Average Grant Stock Units Date Fair Value Stock Units Date Fair Value Unvested at beginning of year 125,000 $ 54.25 164,351 $ 27.00 Granted 635,632 $ 13.62 125,000 $ 54.25 Forfeited ( 65,790 ) $ 13.62 ( 164,351 ) $ 27.00 Unvested at end of year 694,842 $ 20.93 125,000 $ 54.25 The number of PSUs awarded represents the target number of shares of common stock that may be earned; however, the actual number of shares may vary based on the satisfaction of performance criteria. 2023 Inducement Plan The Definitive Healthcare Corp. 2023 Inducement Plan (the “Inducement Plan”) was adopted in September 2023 for the purpose of granting equity-based awards to individuals who were not previously employees or directors of the Company. The Inducement Plan provides for the grant of equity-based awards in the form of nonstatutory stock options, SARs, RSAs, RSUs, and dividend equivalent rights. The aggregate number of shares of Class A Common Stock available for grant under the Inducement Plan was 887,819 shares at December 31, 2023. The outstanding RSUs granted under this plan have time-based and/or performance-based vesting criteria. Time-Based RSUs Outstanding time-based RSUs granted under the Inducement Plan generally vest partially in annual and quarterly increments over the subsequent two-, three-, or four-year period. The following table summarizes the Company's unvested time-based activity for the year ended December 31, 2023: 2023 Weighted Restricted Average Grant Stock Units Date Fair Value Unvested at beginning of year — $ — Granted 660,423 $ 7.11 Unvested at end of year 660,423 $ 7.11 Performance-Based RSUs Outstanding PSUs granted under the Inducement Plan generally vest annually over three years subject to the achievement of certain performance targets and continued service. Expense for these awards is recognized when it becomes probable that performance measures triggering vesting will be achieved. The following table summarizes the Company's unvested PSU activity for the years ended December 31, 2023: 2023 Weighted Restricted Average Grant Stock Units Date Fair Value Unvested at beginning of year — $ — Granted 551,758 $ 9.10 Unvested at end of year 551,758 $ 9.10 The number of PSUs awarded represents the target number of shares of common stock that may be earned; however, the actual number of shares may vary based on the satisfaction of performance criteria. 2019 Incentive Equity Plan The AIDH Topco, LLC 2019 Equity Incentive Plan (the “2019 Plan”) was utilized prior to the Reorganization Transactions and the IPO for the issuance of equity awards in the form of Class B Units to or on behalf of employees, consultants, directors, managers, or others providing services to the Company. In connection with the Reorganization Transactions and the IPO, unvested Class B Units held directly by employees of the Company or indirectly through AIDH Management Holdings, LLC, were exchanged for unvested Definitive OpCo units (held directly or indirectly through AIDH Management Holdings, LLC) based on their respective participation thresholds and the IPO price of $ 27.00 per share. The Company no longer grants any awards under the 2019 Plan, though previously granted awards under the 2019 Plan remain outstanding and governed by the 2019 Plan, including unvested units. In connection with the departure of three management-level employees during the year, the Company accelerated the vesting of 50,772 previously unvested Definitive OpCo units (held indirectly through AIDH Management Holdings, LLC). The incremental stock-based compensation expense was not material and any unvested Definitive OpCo units (held indirectly through AIDH Management Holdings, LLC) were forfeited upon separation. Similarly, in connection with the departure of two management-level employees in 2022, the Company accelerated the vesting of 126,350 previously unvested Definitive OpCo units (held indirectly through AIDH Management Holdings, LLC), resulting in incremental stock-based compensation expense of approximately $ 1.8 million during the fourth quarter of 2022. Any unvested Definitive OpCo units (held indirectly through AIDH Management Holdings, LLC) were forfeited upon separation. The following table summarizes the Company’s unvested unit activity. 2023 2022 Weighted Weighted Non-Vested Average Grant Non-Vested Average Grant Units Date Fair Value Units Date Fair Value Unvested at beginning of year 1,509,149 $ 2.03 2,756,406 $ 2.02 Vested ( 806,128 ) 2.30 ( 1,060,385 ) 2.03 Forfeited ( 108,368 ) 2.12 ( 186,872 ) 2.03 Unvested at end of year 594,653 $ 1.65 1,509,149 $ 2.03 Equity-Based Compensation Expense Equity-based compensation expense is allocated to all departments in the accompanying consolidated statements of operations based on the recipients of the compensation. A summary of the expense by line item in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021, is provided in the following table. Year Ended December 31, (in thousands) 2023 2022 2021 Cost of revenue $ 1,097 $ 942 $ 277 Sales and marketing 11,407 13,508 1,930 Product development 13,138 7,805 1,070 General and administrative 23,097 14,179 6,680 Total compensation expense $ 48,739 $ 36,434 $ 9,957 The Company recognized $ 39.4 million in stock-based compensation expense associated with time-based RSUs in the year ended December 31, 2023 , $ 27.0 million in the year ended December 31, 2022 , and $ 4.4 million in the year ended December 31, 2021. Total unrecognized expense for these awards was estimated to be $ 71.6 million at December 31, 2023 and is expected to be recognized over a weighted-average period of approximately 2.4 years. The Company recognized $ 4.6 million and $ 1.7 million in stock-based compensation expense associated with PSUs in the years ended December 31, 2023 and 2022 , respectively. The Company did not recognize any expense associated with PSUs in the year ended December 31, 2021. Total unrecognized expense for these awards was estimated to be $ 8.6 million at December 31, 2023 and is expected to be recognized over a weighted-average period of approximately 1.7 years. The Company recorded $ 4.7 million in stock-based compensation expense associated with Definitive OpCo units in the year ended December 31, 2023 , $ 7.7 million during the year ended December 31, 2022 , and $ 3.4 million during the year ended December 31, 2021. Total unrecognized expense for these units was estimated to be $ 2.6 million at December 31, 2023 and is expected to be recognized over a weighted-average period of approximately 0.8 years. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 18. Retirement Plan The Company has a 401(k) plan covering all employees who have met certain eligibility requirements. The Company made matching contributions in accordance with the plan documents. The Company incurred $ 3.8 million, $ 3.4 million and $ 2.3 million in employer matching contributions during the years ended December 31, 2023, 2022 and 2021 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes Income Tax Expense U.S. and foreign components of income before income taxes were as follows: Year Ended December 31, (in thousands) 2023 2022 2021 Domestic $ ( 308,232 ) $ ( 37,054 ) $ ( 58,782 ) Foreign 52 ( 4,823 ) ( 3,985 ) Loss before income taxes $ ( 308,180 ) $ ( 41,877 ) $ ( 62,767 ) The components of the provision for income taxes are as follows: Year Ended December 31, (in thousands) 2023 2022 2021 Current income taxes: U.S. federal $ ( 63 ) $ 82 $ ( 7 ) U.S. state and local ( 28 ) 26 — Foreign 251 — — Total current income taxes $ 160 $ 108 $ ( 7 ) Deferred income taxes: U.S. federal $ ( 11,225 ) $ ( 1,160 ) $ 497 U.S. state and local ( 7,208 ) ( 15,904 ) 185 Foreign ( 280 ) ( 742 ) ( 1,118 ) Total deferred income taxes $ ( 18,713 ) $ ( 17,806 ) $ ( 436 ) Income tax benefit $ ( 18,553 ) $ ( 17,698 ) $ ( 443 ) Effective Income Tax Rate The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and our effective rate were as follows: Year Ended December 31, (in thousands) 2023 2022 2021 Expected U.S. federal income taxes at statutory rate 21.00 % 21.00 % 21.00 % Change in valuation allowance ( 13.78 ) ( 35.31 ) ( 13.32 ) State and local income taxes, net of federal benefit 2.35 37.87 ( 0.29 ) Outside basis adjustment 0.26 17.82 9.23 Partnership income, not subject to taxation ( 5.57 ) ( 8.50 ) ( 19.55 ) Return to provision 0.18 3.73 3.54 TRA remeasurement 1.60 4.87 0.05 Research and development credits 0.15 1.34 0.16 Foreign rate differential ( 0.03 ) 1.27 ( 0.02 ) Stock compensation — ( 1.16 ) — Other ( 0.14 ) ( 0.67 ) ( 0.09 ) Effective income tax rate 6.02 % 42.26 % 0.71 % Deferred Tax Assets and Liabilities The components of deferred tax assets and liabilities were as follows: Year Ended December 31, (in thousands) 2023 2022 Deferred income tax assets: Net operating loss carry forwards $ 58,015 $ 52,534 Outside partnership basis difference 114,815 61,895 Tax receivable agreement 11,801 11,271 Stock compensation 7,892 — Other 6,553 1,131 Deferred income tax assets 199,076 126,831 Less valuation allowance ( 244,082 ) ( 188,237 ) Deferred income tax assets, net of valuation allowance $ ( 45,006 ) $ ( 61,406 ) Deferred income tax liabilities: Goodwill and intangibles $ ( 21,616 ) $ ( 14,126 ) Deferred revenue and advances ( 541 ) ( 107 ) Deferred income tax liabilities ( 22,157 ) ( 14,233 ) Net deferred tax liabilities $ ( 67,163 ) $ ( 75,639 ) Year Ended December 31, (in thousands) 2023 2022 Reported as: Non-current deferred tax assets (included within Other assets) $ — $ 98 Non-current deferred tax liabilities ( 67,163 ) ( 75,737 ) Net deferred tax liabilities $ ( 67,163 ) $ ( 75,639 ) Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the taxes are paid or recovered. The federal tax loss carryforward of $ 212.9 million has an unlimited carryforward period. The federal research and development tax credit carryforwards of $ 1.2 million expires in the years 2040 through 2043. The state tax loss carryforwards of $ 164.1 million expires at various times in years 2023 through indefinite. The state tax credit carryforwards of $ 0.3 million expires in the years 2037 through indefinite. The foreign tax loss carryforward of $ 14.2 million expires in the years 2030 through indefinite. Management has assessed the realizability of deferred tax assets. Based on the review of all available evidence, the Company determined that it has not yet attained a sustained level of profitability and the objectively verifiable negative evidence outweighed the positive evidence. Therefore, the Company has recorded a valuation allowance for all years on its net operating loss carryforwards, R&D credit carryforwards and other net deferred tax assets that remain after all sources of taxable income are exhausted, not supportable by the “naked credit” deferred tax liability sourced income as of December 31, 2023. The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company remains subject to U.S. federal income tax examination for 2020 and subsequent years. For the majority of U.S. states, with few exceptions and generally for the foreign tax jurisdictions, the Company remains subject to examination for 2019 and subsequent years. Uncertain Tax Positions The Company recognizes the financial statement effects of tax positions when it is more-likely-than-not the position will be sustained upon examination. As of December 31, 2023 and 2022 , the Company has no t identified any uncertain tax positions and has not recognized any related reserves. Accordingly, the Company has not recorded any interest or penalties associated with uncertain tax positions. Tax Receivable Agreement (“TRA”) Pursuant to Definitive OpCo's election under Section 754 of the Internal Revenue Code (the “Code”), Definitive Healthcare Corp. expects to obtain an increase in its share of the tax basis in the net assets of Definitive OpCo when LLC Interests are redeemed or exchanged by other members. The Company is required to adjust the basis of partnership assets under Section 743(b) of the Code for each taxable year in which a redemption or exchange of LLC Interest occurs. These increases in tax basis may reduce the amounts that would otherwise be paid by the Company in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. Under the TRA, the Company generally will be required to pay to the 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 attributes acquired by Definitive Healthcare Corp. from the Blocker Companies in the Reorganization Transactions, (ii) certain tax basis adjustments resulting from (a) acquisitions by Definitive Healthcare Corp. 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, 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. Amounts payable under the TRA are contingent upon, among other things, (i) generation of future taxable income over the term of the TRA and (ii) future changes in tax laws. If the Company does not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, then the Company would not be required to make the related TRA Payments. Therefore, the Company only recognizes a liability for TRA Payments if it determines that it is probable that the Company will generate sufficient future taxable income over the term of the TRA to utilize the related tax benefits. Estimating future taxable income is inherently uncertain and requires judgment. The realizability of the deferred tax assets is evaluated based on all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Based on current projections, the Company anticipates having sufficient taxable income to partially realize some of these benefits and has recorded a TRA liability of $ 147.1 million as of December 31, 2023. The TRA liability decreased by $ 8.0 million during the year ended December 31 2023, increasing $ 15.7 million with an offsetting adjustment to accumulated paid-in capital for current year LLC unit exchanges while concurrently decreasing by $ 23.5 million for remeasurement of the liability based on future realizability of tax attributes with an offsetting adjustment to statement of operations and $ 0.2 million of payments to TRA Parties. To the extent that the Company determines that it is able to realize the tax benefits associated with the basis adjustments and net operating losses, the Company would record an additional liability of $ 148.6 million, for a total liability of $ 295.7 million. Should the Company anticipate a reduction in future taxable income, it would record a reduction in the TRA liability that would result in a benefit recorded within the consolidated statements of operations. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 20. Loss Per Share Basic net loss per share of Class A Common Stock is computed by dividing net loss attributable to Definitive Healthcare Corp. by the weighted-average number of shares of Class A Common Stock outstanding during the period, excluding unvested equity awards and subsidiary member units not exchanged. Diluted earnings per share of Class A Common Stock is calculated by dividing net income attributable to Definitive Healthcare Corp., adjusted for the assumed exchange of all potentially dilutive securities by the weighted-average number of shares of Class A Common Stock outstanding. The following table sets forth reconciliation of the numerators and denominators used to compute basic and diluted net loss per share of Class A Common Stock for the years ended December 31, 2023, 2022, and 2021. The reconciliation for 2021 reflects only the period from September 15, 2021 to December 31, 2021, which represents the period wherein the Company had outstanding Class A Common Stock. Year Ended (in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Numerator: Net loss $ ( 289,627 ) $ ( 24,179 ) $ ( 62,324 ) Less: Net loss attributable to Definitive OpCo before Reorganization Transactions — — ( 34,068 ) Less: Net loss attributable to noncontrolling interests ( 87,239 ) ( 16,957 ) ( 10,416 ) Net loss attributable to Definitive Healthcare Corp. $ ( 202,388 ) $ ( 7,222 ) $ ( 17,840 ) The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock: Year Ended (in thousands, except number of shares and per share amounts) December 31, 2023 December 31, 2022 December 31, 2021 Basic net loss per share attributable to common stockholders Numerator: Allocation of net loss attributable to Definitive Healthcare Corp. $ ( 202,388 ) $ ( 7,222 ) $ ( 17,840 ) Weighted average number of shares of Class A outstanding 112,764,537 101,114,105 91,916,151 Net loss per share, basic and diluted $ ( 1.79 ) $ ( 0.07 ) $ ( 0.19 ) Shares of the Company's Class B Common Stock do not participate in the earnings or losses of Definitive Healthcare Corp. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented. The following table presents potentially dilutive securities which were excluded from the computation of diluted net loss per share for the periods presented because their effects on net loss per share would have been anti-dilutive: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Definitive OpCo units (vested and unvested) 39,762,700 50,433,101 58,244,627 Restricted stock units 6,828,490 3,563,387 2,100,250 |
Segment and Geographic Data
Segment and Geographic Data | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Data | 21. Segment and Geographic Data The Company operates as one operating segment. Operating segments are defined as components of the Company for which separate financial information is available and evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the chief executive officer. The chief executive officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by type of service and geographic region, for purposes of allocating resources and evaluating financial performance. Revenues by geographic area presented based upon the location of the customer are as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 United States $ 239,457 $ 211,727 $ 158,727 Rest of world 11,958 10,926 7,427 Total revenues $ 251,415 $ 222,653 $ 166,154 For a summary of our revenue disaggregated by service, refer to Note 4. Revenue . Long-lived assets by geographical region are based on the location of the legal entity that owns the assets. Long-lived assets by geographic area presented based upon the location of the assets are as follows: (in thousands) December 31, December 31, United States $ 3,685 $ 3,911 Rest of world 786 553 Total long-lived assets $ 4,471 $ 4,464 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | 22. Related Parties The Company has engaged in revenue transactions within the ordinary course of business with entities affiliated with its Sponsors and with members of the Company’s board of directors. During each of the years ended December 31, 2023, 2022, and 2021 , the Company recorded revenue from related parties of $ 1.4 million, $ 1.5 million and $ 1.0 million, respectively. The associated receivables for the revenue transactions amounted to $ 0.9 million, $ 0.8 million, and $ 0.6 million at December 31, 2023, 2022, and 2021 , respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. Subsequent Events On January 3, 2024, the Company committed to a restructuring plan (the “2024 Plan”) intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. The 2024 Plan provided for a reduction of the Company’s current workforce by 154 people. The Company estimates that in the first half of 2024 it will incur pre-tax cash restructuring and related charges to its GAAP financial results of approximately $ 6.5 million to $ 7.2 million, consisting primarily of severance payments, employee benefits, and related cash expenses, as well as an approximate $ 1.5 million non-cash charge related to the vesting of share-based awards for employees who are terminated. The Company expects the 2024 Plan will be substantially complete by the end of the second quarter of 2024. The estimates of the charges and expenditures that the Company expects to incur in connection with the 2024 Plan, and the timing thereof, are subject to a number of assumptions and actual amounts may differ materially from estimates. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the 2024 Plan. On January 16, 2024, the Company completed the purchase of assets comprising the Carevoyance business line of H1 Insights, Inc., a product that helps MedTech customers to improve segmentation, targeting, and prospect engagement for $ 14.0 million, subject to closing adjustments. The initial accounting for the business combination is incomplete as a result of the timing of the acquisition. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Financial Accounting Standards Board (“FASB”) establishes these principles to ensure financial condition, results of operations, and cash flows are consistently reported. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the FASB Accounting Standards Codification (“ASC”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgements, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates relate, but are not limited to, revenue recognition, allowance for doubtful accounts, contingencies, valuations and useful lives of intangible assets acquired in business combinations, equity-based compensation, and income taxes. Actual results could differ from those estimates. |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements 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, 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 each affected period. The original accrual amounts assumed that (i) customers who have not 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 outreach with voluntarily disclosures. These accrual amounts have been, and will continue to be, adjusted as the Company enters into voluntary disclosure agreements with the applicable jurisdictions. The Company will continue to accrue interest on any outstanding liabilities until the voluntary disclosure agreements are settled. The misstatements that appeared in the previously issued financial statements were material, and the Company also corrected other immaterial errors. As described in additional detail in the Explanatory Note in the Company's Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on August 14, 2023, the Company restated its audited consolidated financial statements as of and for the years ended December 31, 2022, 2021 and 2020, as well as the unaudited condensed consolidated quarterly financial information for the quarterly periods in the fiscal years ended December 31, 2022, 2021, and 2020, to reflect the correction of the misstatements and other immaterial adjustments, and to make corresponding disclosures. The Company also filed an Amendment No. 1 on Form 10-Q/A to amend the Quarterly Report on Form 10-Q for the three months ended March 31, 2023 with the SEC on August 14, 2023, to restate its unaudited condensed consolidated financial statements for the three months ended March 31, 2023 and 2022. The restated prior-year results are reflected in the consolidated financial results disclosed within this Annual Report on Form 10-K. |
Revenue Recognition | Revenue Recognition The Company derives revenue primarily from subscription license fees charged for access to the Company’s database platform, and professional services. The customer arrangements include a promise to allow customers to access a subscription license to the database platform which is hosted by the Company over the contract period, without allowing the customer to take possession of the subscription license or transfer hosting to a third party. The Company recognizes revenue in accordance with ASC 606– Revenue from Contracts with Customers , which provides a five-step model for recognizing revenue from contracts with customers. Revenue is recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Revenue related to hosted subscription license arrangements, which often include non-distinct professional services, is recognized ratably over the contract term as the customer simultaneously receives and consumes the benefits provided by the Company’s performance. These subscription contracts typically have a term of one to three years and are non-cancellable. The Company also enters into a limited number of contracts that can include various combinations of professional services, which are generally capable of being distinct and can be accounted for as separate performance obligations. Revenue related to these professional services is recognized at the time the services are performed. When a contract contains multiple performance obligations, the contract transaction price is allocated on a relative standalone selling price (“SSP”) basis to each performance obligation. The Company typically determines SSP based on observable selling prices of its products and services. In instances where SSP is not directly observable, SSP is determined using information that may include market conditions and other observable inputs, or by using the residual approach. The Company accounts for an arrangement when it has approval and commitment from both parties, the rights are identified, the contract has commercial substance, and collectability of consideration is probable. The Company generally obtains written purchase contracts from its customers for a specified service at a specified price, with a specified term, which constitutes an arrangement. Revenue is recognized at the amount expected to be collected, net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The timing of revenue recognition may not align with the right to invoice the customer, but the Company has determined that in such cases, a significant financing component generally does not exist. The Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically 30 days. The Company does not offer rights of return for its products and services in the normal course of business, and contracts generally do not include customer acceptance clauses. The Company's arrangements typically do not contain variable consideration. However, certain contracts with customers may include service level agreements that entitle the customer to receive service credits, and in certain cases, service refunds, when defined service levels are not met. These arrangements represent a form of variable consideration, which is considered in the calculation of the transaction price. The Company estimates the amount of variable considerations at the expected value based on its assessment of legal enforceability, anticipated performance and a review of specific transactions, historical experience and market and economic conditions. The Company historically has not experienced any significant incidents that affected the defined levels of reliability and performance as required by the contracts. |
Fair Value Measurements | Fair Value Measurements The Company measures assets and liabilities at fair value based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level as follows: Level 1 - Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities Level 2 - Other inputs that are directly or indirectly observable in the marketplace Level 3 - Unobservable inputs that are supported by little or no market activity, including the Company’s own assumptions in determining fair value. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Marketable Securities All investments in marketable securities are classified as available-for-sale and are reported at fair value with unrealized gains and losses excluded from earnings and reported net of tax in accumulated other comprehensive income, which is a component of stockholders’ equity. Unrealized losses that are determined to be other-than-temporary, based on current and expected market conditions, are recognized in earnings. Declines in fair value determined to be credit related are charged to earnings. The cost of marketable securities sold is determined by the specific identification method. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company holds cash at major financial institutions that often exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company manages its credit risk associated with cash concentrations by concentrating its cash deposits in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The carrying value of cash approximates fair value. Historically, the Company has not experienced any losses due to such cash concentrations. The Company does not have any off-balance-sheet credit exposure related to its customers. Concentrations of credit risk with respect to trade account receivables are limited due to the large number of customers comprising the Company’s customer base. No single customer accounted for more than 10 % of total net sales or receivables in 2023, 2022 or 2021 . |
Accounts Receivable, Net and Contract Assets | Accounts Receivable, Net and Contract Assets Accounts receivable are stated at the amount management expects to collect from outstanding balances. Allowances for doubtful accounts are provided for those outstanding balances considered to be uncollectible based upon historical collection experience, changes in customer payment profiles, the aging of receivable balances, and management’s overall evaluation of the outstanding balances at year end. Balances that are still outstanding after management has made reasonable collection efforts are written off through a charge to the allowance for doubtful accounts. At December 31, 2023 and 2022 , the allowance for doubtful accounts was $ 2.3 million and $ 1.9 million, respectively. Contract assets represent contractual rights to consideration in the future and are generated when contractual billing schedules differ from the timing of revenue recognition. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. If revenue is recognized in advance of the right to invoice, a contract asset (unbilled receivable) is recorded, which is included in accounts receivable, net in the consolidated balance sheets. |
Deferred Contract Costs | Deferred Contract Costs Certain sales commissions earned by the Company’s employees are considered incremental and recoverable costs of obtaining a contract with a customer. These sales commissions for initial and renewal contracts are capitalized and are included in current portion of deferred contract costs and deferred contract costs, net of current portion. Capitalized amounts also include the associated payroll taxes and other fringe benefits associated with the payments to the Company’s employees. Costs capitalized related to new revenue contracts are amortized on a straight-line basis over four years, which reflects the average period of benefit, including expected contract renewals. When determining the period of benefit, the Company primarily considered its initial estimated customer life, the technological life of the subscription license, as well as an estimated customer relationship period. Costs capitalized related to renewal contracts are amortized on a straight-line basis over two years, which reflects the average renewal period. Renewal contracts with a term of one year or less are expensed. The capitalized amounts are recoverable through future revenue streams under all non-cancellable customer contracts. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations. There were no impairments of these costs in the years ended December 31, 2023, 2022 or 2021 . |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. The assets are depreciated on a straight-line basis over the estimated useful lives as follows: Furniture and equipment 5 years Computers and software 3 years Leasehold improvements Lesser of the asset life or lease term Upon retirement or sale, the cost of assets disposed and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized as gain or loss on disposal of assets in the consolidated statements of operations. Major replacements and improvements are capitalized, while general repairs and maintenance are charged to expense as incurred. |
Leases | Leases The Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. Renewal options are not included in the measurement of the right of use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease. Some of the Company's leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company’s lease agreements contain variable lease payments for common area maintenance, utility, and taxes. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non-lease component charges. The Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company measures the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. |
Advertising and Promotional Expenses | Advertising and Promotional Expenses The Company expenses advertising costs as incurred in accordance with ASC 720— Other Expenses – Advertising Cost . Advertising expenses of $ 1.6 million, $ 1.6 million and $ 0.9 million for the years ended December 31, 2023, 2022 and 2021 , respectively, are included in sales and marketing expenses on the consolidated statements of operations. |
Software Development Costs | Software Development Costs The Company accounts for its software development costs in accordance with the guidance set forth in ASC 350-40— Intangibles – Goodwill and Other – Internal Use Software. The Company capitalizes costs to develop software for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized costs of $ 1.6 million and $ 1.0 million for the years ended December 31, 2023 and 2022 , respectively, are included in property and equipment, net. |
Acquisitions | Acquisitions The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations . Each acquired company’s operating results are included in the Company’s consolidated financial statements starting on the date of acquisition. The Company allocates purchase consideration to the tangible and identifiable intangible assets acquired, and liabilities assumed based on their estimated fair values. The purchase price is determined based on the fair value of the assets transferred, liabilities assumed, and equity interests issued, after considering any transactions that are separate from the business combination. The excess of fair value of purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, acquired technology and acquired trade names, useful lives, royalty rates, and discount rates. The estimates are inherently uncertain and subject to revision as additional information is obtained during the measurement period for an acquisition, which may last up to one year from the acquisition date. During the measurement period, the Company may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with a corresponding offset to goodwill. After the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to earnings. In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items based upon the facts and circumstances that existed as of the acquisition date, with any revisions to the Company’s preliminary estimates being recorded to goodwill, provided that the timing is within the measurement period. Subsequent to the measurement period, changes to uncertain tax positions and tax related valuation allowances will be recorded to earnings. For any given acquisition, the Company may identify certain pre-acquisition contingencies. The Company estimates the fair value of such contingencies, which are included as part of the assets acquired or liabilities assumed, as appropriate. Differences from these estimates are recorded in the consolidated statement of operations in the period in which they are identified. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is calculated as the excess of the purchase consideration paid in the acquisition of a business over the fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized and is tested for impairment at the reporting unit level, at least annually, and more frequently if events or circumstances occur that would indicate a potential decline in fair value. A reporting unit is an operating segment or a component of an operating segment. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount, or it may elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or if the Company elects to bypass the qualitative assessment, management will perform a quantitative test by determining the fair value of the reporting unit. The estimated fair value of the reporting unit is based on a combination of an income and market approach. The income approach utilizes a projected discounted cash flow model that includes significant assumptions and estimates, including the discount rate, growth rate, and future financial performance. The market approach utilizes the Company's market capitalization plus an appropriate control premium. Market capitalization is determined by multiplying the number of shares of Class A Common Stock outstanding by the market price of the Company's Class A Common Stock. The control premium is determined by utilizing data from publicly available premium studies for similarly situated public company transactions. If the carrying value of the reporting unit exceeds the fair value, then a goodwill impairment loss is recognized for the difference. The Company performs its annual impairment assessment in the first month of the fourth quarter of each calendar year. Definite-lived intangible assets are amortized over their estimated useful lives, which represent the period over which the Company expects to realize economic value from the acquired asset(s), using the economic consumption method if anticipated future revenues can be reasonably estimated. The straight-line method is used when future revenues cannot be reasonably estimated . The following provides a summary of the estimated useful lives by category of asset. Customer relationships 14 – 20 years Technology 6 – 8 years Tradenames / trademark 5 – 19 years Data 3 years During the quarter ended September 30, 2023, the Company experienced a sustained decline in its stock price and market capitalization, which represented a triggering event requiring management to perform a goodwill impairment test as of September 30, 2023. As a result of the Company’ s impairment test, the Company determined that the fair value of its single reporting unit was lower than its carrying value and, accordingly, recorded a non-cash, pretax, goodwill impairment charge of $ 287.4 million. The goodwill impairment charge did not affect the Company’s liquidity or the financial covenants in its outstanding debt agreement. During the quarter ended December 31, 2023, the Company performed a quantitative assessment and concluded that the fair value of its single reporting unit exceeded its carrying value as of December 31, 2023. The Company will continue to monitor for potential impairment should impairment indicators arise. Refer to Note 9. Goodwill and Intangible Assets for further details. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment and other long-lived assets, including definite-lived intangible assets and property and equipment, for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. If estimated undiscounted future cash flows expected to result from its use and eventual disposition are not expected to be adequate to recover the asset’s carrying value, an impairment charge is recorded for the excess of the asset’s carrying value over its estimated fair value. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of customer payments and billings in advance of revenue being recognized from the subscription services. If revenue has not yet been recognized, a contract liability (deferred revenue) is recorded. Deferred revenue that is anticipated to be recognized within the next 12 months is recorded as current portion of deferred revenue and the remaining portion is included in long term liabilities as deferred revenue on the consolidated balance sheets. |
Debt Issuance Costs | Debt Issuance Costs Costs incurred in connection with the issuance of long-term debt are deferred and amortized as interest expense over the terms of the related debt using the effective interest method for term debt and on a straight-line basis for revolving debt. To the extent that the debt is outstanding, these amounts are reflected in the consolidated balance sheets as direct deductions from the long-term portions of debt, except for the costs related to the Company’s revolving credit facilities, which are presented as a non-current asset on the consolidated balance sheets within other assets. Upon a refinancing or amendment, previously capitalized debt issuance costs are expensed and included in loss on extinguishment of debt, if the Company determines that there has been a substantial modification of the related debt. If the Company determines that there has not been a substantial modification of the related debt, any previously capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument. As of December 31, 2023 and 2022 , the Company had $ 1.5 million and $ 2.0 million, respectively, of unamortized deferred financing costs related to its non-revolving credit facilities, and $ 0.4 million and $ 0.6 million, respectively, of unamortized deferred financing costs related to its revolving credit facility. |
Sales Tax | Sales Tax The Company’s revenues may be subject to local sales taxes in certain states, if applicable. It is the Company’s policy to treat all such taxes on a “net” basis, which means the charges for sales taxes to the Company’s customers are not included in revenues and the remittance of such taxes is not presented as an expense. Any amounts payable, inclusive of interest and penalties, to taxation authorities in which the Company did not charge the customer for sales taxes is recorded within general and administrative expenses in the consolidated statements of operations and is included in accrued expenses and other current liabilities in the consolidated balance sheets. |
Income Taxes | Income Taxes Definitive OpCo is taxed as a partnership. For federal and state income tax purposes, income, losses, and other tax attributes not generated by AW and its wholly owned U.S. and foreign subsidiaries generally pass through to the Definitive OpCo members’ individual income tax returns. Additionally, Definitive OpCo may be subject to certain taxes on behalf of its members in certain states. AW and its wholly owned U.S. and foreign subsidiaries are taxed as corporations. Accordingly, AW accounts for income taxes by recognizing tax assets and liabilities for the cumulative effect of all the temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred taxes for AW are determined using enacted federal, state, or foreign income tax rates in effect in the year in which the differences are expected to reverse. Definitive Healthcare Corp. is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of Definitive OpCo and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, Definitive Healthcare Corp. will also make payments under the Tax Receivable Agreement, which the Company expects to be significant. The Company anticipates that it will account for the income tax effects and corresponding Tax Receivable Agreement’s effects resulting from future redemptions or exchanges of LLC Units by recognizing an increase in Definitive Healthcare Corp.'s deferred tax assets, based on enacted tax rates at the date of the purchase or exchange. Further, the Company accounts for amounts payable under the Tax Receivable Agreement in accordance with ASC 450— Contingencies . The amounts to be recorded for both the deferred tax assets and the liability for the Company's obligations under the Tax Receivable Agreement will be estimated at the time of any purchase or exchange as a reduction to shareholders’ equity, and the effects of changes in any of the Company's estimates after this date will be included in net income or loss. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income or loss. In assessing the realizability of deferred tax assets of the Company and its subsidiaries, management considers the weight of available evidence and whether it is more likely than not that some or all of the deferred tax assets will be realized; when necessary, a valuation allowance is established. Under the provisions of ASC 740— Income Taxes , as it relates to accounting for uncertainties in tax positions, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. For the tax years ended December 31, 2023, 2022 and 2021, the Company did not have any uncertain tax positions. |
Net Loss Per Share | Net Loss Per Share Net income or loss per share is computed in conformity with the two-class method required for participating securities. The two-class method of computing earnings per share is required for entities that have participating securities. The two-class method is an earnings allocation formula that determines earnings per share for participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods in which a net loss is recorded. Basic net income or loss per share is computed by dividing the net income or loss by the weighted-average number of common shares of the Company outstanding during the period. Diluted net income or loss per share is computed by giving effect to all potential shares, including exchangeable Definitive OpCo LLC Units and restricted stock units, to the extent dilutive. The Company uses the treasury stock method to calculate potentially dilutive shares, as if they were converted into Common Stock at the beginning of the period. Basic and diluted net income or loss per share was the same for the period presented as the inclusion of all potential shares outstanding would have been anti-dilutive. See Note 20. Loss Per Share for additional information on dilutive securities. |
Equity-based Compensation | Equity-based Compensation Equity instruments issued in exchange for services performed by officers, employees, consultants, and directors of the Company are accounted for using a fair-value based method, and the fair value of such equity instruments are recognized as expense in the consolidated statements of operations. The Company has issued restricted stock units (“RSUs”), the fair values of which are determined by the closing stock price on the date of grant, and prior to the IPO, issued profit interest units (“PIUs”) to certain employees and officers with a return threshold that was set based on the fair value of the Company. For PIUs, fair value was determined using a two-step process. First, the Company’s enterprise value was established using generally accepted valuation methodologies, including discounted cash flow analysis, guideline comparable public company analysis, and comparable transaction method. Second, the enterprise value was allocated among the securities that comprise the capital structure of the Company using an option-pricing method based on the Black-Scholes model. For performance-based units, the Company used a Monte Carlo simulation analysis, which captures the impact of the performance vesting conditions to value the performance-based units. The use of the Black-Scholes model and the Monte Carlo simulation required the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. Equity-based compensation expense is measured at the grant date fair value of the stock-based awards and is recognized as expense on a straight-line basis over the requisite service periods, which is generally the vesting period of the respective award. The Company estimates the fair value of each stock-based award on its measurement date using either the current market price of the stock or the Monte Carlo Simulation valuation model. The Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. Expense for performance restricted stock units with market-based vesting criteria is recognized based upon the fair value of the awards on the date of grant and the number of shares expected to vest based on the terms of the underlying award agreement and the requisite service periods. For units and shares which had a performance conditions not tied to market-based criteria, we recognized compensation expense based on the Company’s assessment of the probability that the performance condition(s) would be achieved. Any related compensation expense was recognized when the probability of the event was likely and performance criteria were met. Forfeitures are recognized as they occur. The Company classifies equity-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified. |
Adoption of Recently Issued Financial Accounting Standards | Adoption of Recently Issued Financial Accounting Standards In 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 In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures,” (“ASU 2023-09”), which is effective for annual periods beginning after December 15, 2024. ASU 2023-09 intends to enhance the transparency as well as usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant, and Equipment Depreciated on Straight - Line Basis | Property and equipment are stated at cost, net of accumulated depreciation and amortization. The assets are depreciated on a straight-line basis over the estimated useful lives as follows: Furniture and equipment 5 years Computers and software 3 years Leasehold improvements Lesser of the asset life or lease term |
Schedule of Estimated Useful Lives of the Assets | . The following provides a summary of the estimated useful lives by category of asset. Customer relationships 14 – 20 years Technology 6 – 8 years Tradenames / trademark 5 – 19 years Data 3 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Populi Inc | |
Business Acquisition [Line Items] | |
Summary of Transaction Transferred | The consideration transferred for the transaction is summarized as follows: (in thousands) Cash consideration paid at closing $ 46,446 Working capital adjustment ( 145 ) Contingent consideration 7,800 Purchase price $ 54,101 |
Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired | 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 $ 1,423 $ — $ 1,423 Accounts receivable 2,662 — 2,662 Prepaid expenses and other current assets 153 — 153 Property and equipment 42 — 42 Intangible assets 22,830 ( 500 ) 22,330 Accounts payable and accrued expenses ( 3,316 ) — ( 3,316 ) Deferred revenue ( 4,010 ) — ( 4,010 ) Deferred tax liabilities ( 2,354 ) ( 576 ) ( 2,930 ) Total assets acquired and liabilities assumed 17,430 ( 1,076 ) 16,354 Goodwill 36,652 1,095 37,747 Purchase price $ 54,082 $ 19 $ 54,101 |
Schedule of Business Acquisition, Pro Forma Information | Unaudited Pro Forma Supplementary Data as if the transaction had occurred on Janu ary 1, 2022: Year Ended December 31, 2023 2022 (in thousands) Revenue $ 255,629 $ 228,085 Net loss ( 294,232 ) ( 33,015 ) |
Analytical wizards acquisition | |
Business Acquisition [Line Items] | |
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 | The Company finalized the purchase price allocations of the AW acquisition during the first quarter of 2023. Acquisition-date fai r values of assets and liabilities pertaining to this business combination have been allocated as follows: (in thousands) 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 506 300 806 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 ) ( 502 ) ( 987 ) 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 as if the transaction had occurred on January 1, 2022: (in thousands) Year Ended December 31, 2022 Revenue $ 224,130 Net loss ( 26,443 ) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 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 years ended December 31, 2023, 2022 and 2021. Year Ended December 31, (in thousands) 2023 2022 2021 Subscription services $ 243,052 $ 217,024 $ 164,564 Professional services 8,363 5,629 1,590 Total revenue $ 251,415 $ 222,653 $ 166,154 |
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 were as follows as of: (in thousands) December 31, December 31, Accounts receivable, net $ 59,249 $ 58,799 Deferred contract costs, current portion 13,490 10,387 Deferred contract costs, noncurrent portion 17,320 14,596 Deferred revenues 97,386 99,928 Deferred Contract Costs A summary of the activity impacting the deferred contract costs during the years ended December 31, 2023 and 2022 is presented below: (in thousands) December 31, December 31, Balance at beginning of year $ 24,983 $ 18,547 Costs amortized ( 12,963 ) ( 8,816 ) Additional amounts deferred 18,790 15,252 Balance at end of year 30,810 24,983 Classified as: Current 13,490 10,387 Non-current 17,320 14,596 Total deferred contract costs (deferred commissions) $ 30,810 $ 24,983 |
Summary of Deferred Revenue Balances | A summary of the activity impacting deferred revenue balances during the years ended December 31, 2023 and 2022 is presented below as of: (in thousands) December 31, December 31, Balance at beginning of year $ 99,928 $ 84,023 Revenue recognized ( 251,415 ) ( 222,653 ) Additional amounts deferred 248,873 238,558 Balance at end of year $ 97,386 $ 99,928 |
Summary of Remaining Performance Obligation | The remaining performance obligations consisted of the following as of: (in thousands) December 31, December 31, Current $ 187,331 $ 183,527 Non-current 89,636 93,464 Total $ 276,967 $ 276,991 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs | The Company recorded the following lease costs for the years ended December 31, 2023 and 2022: Year Ended December 31, (in thousands) 2023 2022 Lease Cost Capitalized operating lease cost $ 2,202 $ 2,676 Variable lease cost — 1 Total lease cost $ 2,202 $ 2,677 (in thousands) Supplemental Cash Flow and Other Information Cash paid for amounts included in measurement of lease liabilities and capitalized operating leases: Operating cash flows $ 2,052 $ 3,145 Right-of-use assets obtained in exchange for lease liabilities: Capitalized operating leases $ 1,563 $ 982 |
Schedule of Leases Term and Discount Rate | Lease term and discount rate consisted of the following as of: December 31, 2023 December 31, 2022 Weighted-average remaining lease term (in years): Capitalized operating leases 4.80 5.78 Weighted-average discount rate: Capitalized operating leases 4.6 % 4.2 % |
Schedule Of Future Minimum Payments For Operating Leases | The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total operating lease liabilities recognized on the consolidated balance sheets as of December 31, 2023. (in thousands) Capitalized Operating Lease 2024 $ 2,699 2025 2,681 2026 2,684 2027 2,456 2028 2,177 Thereafter 181 $ 12,878 Imputed interest 1,267 Operating lease liability balance at December 31, 2023 $ 11,611 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 12 Months Ended |
Dec. 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 as of: December 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: US Treasuries $ 62,486 $ 20 $ ( 45 ) $ 62,461 Corporate Bonds 2,314 10 — 2,324 Commercial Paper 94,269 85 ( 18 ) 94,336 Certificates of Deposit 17,954 19 ( 2 ) 17,971 Total short-term investments $ 177,023 $ 134 $ ( 65 ) $ 177,092 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. Included in the amortized cost as of December 31, 2023 and 2022 is accretion of $ 2.8 million and $ 1.2 million, respectively. Interest accretion on short-term investments was $ 8.2 million and $ 1.1 million during the years ended December 31, 2023 and 2022, respectively. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following as of: (in thousands) December 31, December 31, Accounts receivable $ 60,206 $ 59,780 Unbilled receivable 1,346 881 61,552 60,661 Less: allowance for doubtful accounts ( 2,303 ) ( 1,862 ) Accounts receivable, net $ 59,249 $ 58,799 |
Property and Equipment (Table)
Property and Equipment (Table) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of: (in thousands) December 31, December 31, Computers and software $ 6,921 $ 5,924 Furniture and equipment 1,172 1,204 Leasehold improvements 2,338 2,134 10,431 9,262 Less: accumulated depreciation and amortization ( 5,960 ) ( 4,798 ) Property and equipment, net $ 4,471 $ 4,464 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The carrying amounts of goodwill and intangible assets consisted of the following as of: December 31, 2023 (in thousands) Gross Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 410,210 $ ( 163,586 ) $ 246,624 Developed technologies 78,434 ( 33,769 ) 44,665 Tradenames 36,062 ( 9,379 ) 26,683 Database 50,221 ( 45,072 ) 5,149 Total finite-lived intangible assets 574,927 ( 251,806 ) 323,121 Goodwill 1,075,080 — 1,075,080 Total goodwill and intangible assets $ 1,650,007 $ ( 251,806 ) $ 1,398,201 December 31, 2022 (in thousands) Gross Accumulated Net Carrying 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) 2024 $ 48,420 2025 45,911 2026 39,271 2027 33,323 2028 29,555 Thereafter 126,641 Total $ 323,121 |
Schedule of Goodwill | As of December 31, 2023 and 2022, goodwill consisted of the following: Year Ended December 31, (in thousands) 2023 2022 Goodwill - beginning of year $ 1,324,733 $ 1,263,075 Goodwill acquired during year 37,747 61,658 Goodwill impairment loss ( 287,400 ) — Goodwill - end of year $ 1,075,080 $ 1,324,733 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt, Unclassified [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following as of: December 31, 2023 (in thousands) Principal Unamortized debt Total debt, 2021 Term Loan $ 257,813 $ ( 1,496 ) $ 256,317 Less: current portion of long-term debt 13,750 Long-term debt $ 242,567 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 |
Schedule of Debt | The expected future principal payments as of December 31, 2023 are as follows: (in thousands) 2024 $ 13,750 2025 13,750 2026 230,313 $ 257,813 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 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 consolidated balance sheets at December 31, 2023 and 2022 were as follows: (in thousands) Description Balance Sheet Location December 31, 2023 December 31, 2022 Short-term derivative asset Prepaid expenses and other current assets $ 3,426 $ 3,716 Long-term derivative asset Other assets 509 2,834 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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) December 31, December 31, Balance at beginning of year $ 2,250 $ 7,500 Additions 7,800 1,000 Net change in fair value and other adjustments 302 1,250 Payments — ( 7,500 ) Balance at end of year $ 10,352 $ 2,250 |
Schedule of Fair Value of Assets and Liabilities Measured at Fair Value on Recurring Basis | At December 31, 2023 and 2022, assets and liabilities measured at fair value on a recurring basis were as follows: As of December 31, 2023 (in thousands) Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Money market funds $ 87,869 $ 87,869 $ — $ — Commercial paper (maturities less than 90 days) 4,227 — 4,227 — Certificates of deposit (maturities less than 90 days) 1,000 — 1,000 — Short-term investments: U.S. treasuries 62,461 — 62,461 — Corporate bonds 2,324 — 2,324 — Commercial paper 94,336 — 94,336 — Certificates of deposit 17,971 — 17,971 — Prepaid expenses and other current assets: Interest rate swap contracts 3,426 — 3,426 — Other assets: Interest rate swap contracts 509 — 509 — Liabilities: Contingent consideration 10,352 — — 10,352 As of 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 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 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: (in thousands) December 31, December 31, Payroll and payroll-related $ 12,805 $ 11,961 Tax receivable agreement, current portion 20,095 — Contingent consideration, current 1,602 — Sales, franchise and other taxes 9,526 11,738 Other 7,501 3,156 Accrued expenses and other current liabilities $ 51,529 $ 26,855 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Estimated Annual Minimum Purchase Commitments | The Company enters into purchase obligations in the normal course of doing business. The estimated annual minimum purchase commitments under those agreements were as follows for each of the years ending December 31: (in thousands) 2024 $ 17,620 2025 11,520 2026 4,394 $ 33,534 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of Changes in Accumulated Balances in Other Comprehensive Income | The following table summarizes the changes in accumulated balances of other comprehensive income (“AOCI”) for the years ended December 31, 2023, 2022 and 2021, respectively. (in thousands) Unrealized Gain (Loss) on Cash Flow Hedges Unrealized Loss on Investments Foreign Currency Translation Adjustments Total Balances as of December 31, 2020 $ — $ — $ ( 131 ) $ ( 131 ) Other comprehensive income before reclassifications — — 193 193 Balances as of December 31, 2021 $ — $ — $ 62 $ 62 Other comprehensive income (loss) before reclassifications 4,480 ( 135 ) ( 566 ) 3,779 Amounts reclassified from AOCI ( 173 ) — — ( 173 ) Balances as of December 31, 2022 $ 4,307 $ ( 135 ) $ ( 504 ) $ 3,668 Other comprehensive income before reclassifications 1,119 231 130 1,480 Amounts reclassified from AOCI ( 3,039 ) — — ( 3,039 ) Balances as of December 31, 2023 $ 2,387 $ 96 $ ( 374 ) $ 2,109 |
Stockholders' Equity and Memb_2
Stockholders' Equity and Members' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Members' Equity [Abstract] | |
Schedule of Stock by Class | The table below provides a summary of the number of Units authorized, issued and outstanding as of December 31, 2020: December 31, 2020 Class A Units: Authorized, issued and outstanding Class A Units 130,245,990 Class B Units: Authorized Class B Units 8,088,877 Issued Class B Units 3,720,063 Outstanding Class B Units (vested Class B Units) 474,920 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Equity Based Compensation Expense Recognized | A summary of the expense by line item in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021, is provided in the following table. Year Ended December 31, (in thousands) 2023 2022 2021 Cost of revenue $ 1,097 $ 942 $ 277 Sales and marketing 11,407 13,508 1,930 Product development 13,138 7,805 1,070 General and administrative 23,097 14,179 6,680 Total compensation expense $ 48,739 $ 36,434 $ 9,957 |
IPO | |
Schedule of Company’s Unvested Time-Based and Performance-Based Unit Activity | The following table summarizes the Company’s unvested unit activity. 2023 2022 Weighted Weighted Non-Vested Average Grant Non-Vested Average Grant Units Date Fair Value Units Date Fair Value Unvested at beginning of year 1,509,149 $ 2.03 2,756,406 $ 2.02 Vested ( 806,128 ) 2.30 ( 1,060,385 ) 2.03 Forfeited ( 108,368 ) 2.12 ( 186,872 ) 2.03 Unvested at end of year 594,653 $ 1.65 1,509,149 $ 2.03 |
Time Based RSUs | |
Schedule of Company’s Unvested Time-Based and Performance-Based Unit Activity | The following table summarizes the Company's unvested time-based activity for the years ended December 31, 2023 and 2022: 2023 2022 Weighted Weighted Restricted Average Grant Restricted Average Grant Stock Units Date Fair Value Stock Units Date Fair Value Unvested at beginning of year 3,438,387 $ 24.82 1,935,899 $ 32.59 Granted 3,318,889 $ 12.55 2,457,991 $ 20.27 Vested ( 1,300,786 ) $ 23.91 ( 716,776 ) $ 29.86 Forfeited ( 535,023 ) $ 18.48 ( 238,727 ) $ 25.51 Unvested at end of year 4,921,467 $ 17.32 3,438,387 $ 24.82 |
Time Based RSUs | 2023 Inducement Plan | |
Schedule of Company’s Unvested Time-Based and Performance-Based Unit Activity | The following table summarizes the Company's unvested time-based activity for the year ended December 31, 2023: 2023 Weighted Restricted Average Grant Stock Units Date Fair Value Unvested at beginning of year — $ — Granted 660,423 $ 7.11 Unvested at end of year 660,423 $ 7.11 |
Performance-Based RSUs | |
Schedule of Company’s Unvested Time-Based and Performance-Based Unit Activity | The following table summarizes the Company's unvested PSU activity for the years ended December 31, 2023 and 2022: 2023 2022 Weighted Weighted Restricted Average Grant Restricted Average Grant Stock Units Date Fair Value Stock Units Date Fair Value Unvested at beginning of year 125,000 $ 54.25 164,351 $ 27.00 Granted 635,632 $ 13.62 125,000 $ 54.25 Forfeited ( 65,790 ) $ 13.62 ( 164,351 ) $ 27.00 Unvested at end of year 694,842 $ 20.93 125,000 $ 54.25 |
Performance-Based RSUs | 2023 Inducement Plan | |
Schedule of Company’s Unvested Time-Based and Performance-Based Unit Activity | The following table summarizes the Company's unvested PSU activity for the years ended December 31, 2023: 2023 Weighted Restricted Average Grant Stock Units Date Fair Value Unvested at beginning of year — $ — Granted 551,758 $ 9.10 Unvested at end of year 551,758 $ 9.10 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule Components Of Income Before Income Taxes | U.S. and foreign components of income before income taxes were as follows: Year Ended December 31, (in thousands) 2023 2022 2021 Domestic $ ( 308,232 ) $ ( 37,054 ) $ ( 58,782 ) Foreign 52 ( 4,823 ) ( 3,985 ) Loss before income taxes $ ( 308,180 ) $ ( 41,877 ) $ ( 62,767 ) |
Schedule of Components of Income Tax Provision | The components of the provision for income taxes are as follows: Year Ended December 31, (in thousands) 2023 2022 2021 Current income taxes: U.S. federal $ ( 63 ) $ 82 $ ( 7 ) U.S. state and local ( 28 ) 26 — Foreign 251 — — Total current income taxes $ 160 $ 108 $ ( 7 ) Deferred income taxes: U.S. federal $ ( 11,225 ) $ ( 1,160 ) $ 497 U.S. state and local ( 7,208 ) ( 15,904 ) 185 Foreign ( 280 ) ( 742 ) ( 1,118 ) Total deferred income taxes $ ( 18,713 ) $ ( 17,806 ) $ ( 436 ) Income tax benefit $ ( 18,553 ) $ ( 17,698 ) $ ( 443 ) |
Schedule of Reconciliation of the Statutory Federal Income Tax Rate to Income Tax Rate | The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and our effective rate were as follows: Year Ended December 31, (in thousands) 2023 2022 2021 Expected U.S. federal income taxes at statutory rate 21.00 % 21.00 % 21.00 % Change in valuation allowance ( 13.78 ) ( 35.31 ) ( 13.32 ) State and local income taxes, net of federal benefit 2.35 37.87 ( 0.29 ) Outside basis adjustment 0.26 17.82 9.23 Partnership income, not subject to taxation ( 5.57 ) ( 8.50 ) ( 19.55 ) Return to provision 0.18 3.73 3.54 TRA remeasurement 1.60 4.87 0.05 Research and development credits 0.15 1.34 0.16 Foreign rate differential ( 0.03 ) 1.27 ( 0.02 ) Stock compensation — ( 1.16 ) — Other ( 0.14 ) ( 0.67 ) ( 0.09 ) Effective income tax rate 6.02 % 42.26 % 0.71 % |
Schedule of Components of Deferred Tax Assets And Liabilities | The components of deferred tax assets and liabilities were as follows: Year Ended December 31, (in thousands) 2023 2022 Deferred income tax assets: Net operating loss carry forwards $ 58,015 $ 52,534 Outside partnership basis difference 114,815 61,895 Tax receivable agreement 11,801 11,271 Stock compensation 7,892 — Other 6,553 1,131 Deferred income tax assets 199,076 126,831 Less valuation allowance ( 244,082 ) ( 188,237 ) Deferred income tax assets, net of valuation allowance $ ( 45,006 ) $ ( 61,406 ) Deferred income tax liabilities: Goodwill and intangibles $ ( 21,616 ) $ ( 14,126 ) Deferred revenue and advances ( 541 ) ( 107 ) Deferred income tax liabilities ( 22,157 ) ( 14,233 ) Net deferred tax liabilities $ ( 67,163 ) $ ( 75,639 ) Year Ended December 31, (in thousands) 2023 2022 Reported as: Non-current deferred tax assets (included within Other assets) $ — $ 98 Non-current deferred tax liabilities ( 67,163 ) ( 75,737 ) Net deferred tax liabilities $ ( 67,163 ) $ ( 75,639 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following table sets forth reconciliation of the numerators and denominators used to compute basic and diluted net loss per share of Class A Common Stock for the years ended December 31, 2023, 2022, and 2021. The reconciliation for 2021 reflects only the period from September 15, 2021 to December 31, 2021, which represents the period wherein the Company had outstanding Class A Common Stock. Year Ended (in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Numerator: Net loss $ ( 289,627 ) $ ( 24,179 ) $ ( 62,324 ) Less: Net loss attributable to Definitive OpCo before Reorganization Transactions — — ( 34,068 ) Less: Net loss attributable to noncontrolling interests ( 87,239 ) ( 16,957 ) ( 10,416 ) Net loss attributable to Definitive Healthcare Corp. $ ( 202,388 ) $ ( 7,222 ) $ ( 17,840 ) The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock: Year Ended (in thousands, except number of shares and per share amounts) December 31, 2023 December 31, 2022 December 31, 2021 Basic net loss per share attributable to common stockholders Numerator: Allocation of net loss attributable to Definitive Healthcare Corp. $ ( 202,388 ) $ ( 7,222 ) $ ( 17,840 ) Weighted average number of shares of Class A outstanding 112,764,537 101,114,105 91,916,151 Net loss per share, basic and diluted $ ( 1.79 ) $ ( 0.07 ) $ ( 0.19 ) |
Schedule of Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following table presents potentially dilutive securities which were excluded from the computation of diluted net loss per share for the periods presented because their effects on net loss per share would have been anti-dilutive: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Definitive OpCo units (vested and unvested) 39,762,700 50,433,101 58,244,627 Restricted stock units 6,828,490 3,563,387 2,100,250 |
Segment and Geographic Data (Ta
Segment and Geographic Data (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Areas | Revenues by geographic area presented based upon the location of the customer are as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 United States $ 239,457 $ 211,727 $ 158,727 Rest of world 11,958 10,926 7,427 Total revenues $ 251,415 $ 222,653 $ 166,154 |
Schedule of Long-Lived Assets by Geographic Areas | Long-lived assets by geographical region are based on the location of the legal entity that owns the assets. Long-lived assets by geographic area presented based upon the location of the assets are as follows: (in thousands) December 31, December 31, United States $ 3,685 $ 3,911 Rest of world 786 553 Total long-lived assets $ 4,471 $ 4,464 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Nov. 22, 2021 | Sep. 17, 2021 | Dec. 31, 2023 | |
Entity Incorporation, Date of Incorporation | May 31, 2021 | ||
Acquisition of Limited Liability Company (LLC) | 14,222,222 | ||
Purchase Of Limited Liability Company (LLC) Unit | 1,169,378 | ||
Fee and Expense | $ 11.4 | ||
Common Class A | |||
Issuance of Class A common stock in IPO net of costs, Share | 17,888,888 | ||
Share Price | $ 27 | ||
Proceeds from Issuance Initial Public Offering | $ 452.8 | ||
Repurchase of share, Shares | 2,497,288 | ||
Follow-On Offering [Member] | Common Class A | |||
Issuance of Class A common stock in IPO net of costs, Share | 11,000,000 | ||
Share Price | $ 36 | ||
Proceeds from Issuance Initial Public Offering | $ 382.1 | ||
IPO | |||
Proceeds to repay outstanding debt | $ 199.6 | ||
Definitive OpCo [Member] | Follow-On Offering [Member] | |||
Acquisition of Limited Liability Company (LLC) | 7,000,000 | ||
Purchase Of Limited Liability Company (LLC) Unit | 1,766,762 | ||
Fee and Expense | $ 1.6 | ||
Definitive OpCo [Member] | Follow-On Offering [Member] | Common Class A | |||
Repurchase of share, Shares | 2,233,238 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disclosure - Summary of Significant Accounting Policies - Additional Information (Details) [Line Items] | ||||
Percentage of net sales or account receivable | 10 | 10 | 10 | |
Allowance for Doubtful Accounts | $ 2,300 | $ 1,900 | ||
Contract liabilities | 97,386 | 99,928 | $ 84,023 | |
Capitalized Contract, Impairment Cost | 0 | 0 | 0 | |
Advertising Expense | 1,600 | 1,600 | 900 | |
Capitalized Computer Software, Net | 1,600 | 1,000 | ||
Goodwill impairment charge | $ 287,400 | 287,400 | 0 | $ 0 |
Operating lease right-of-use assets, net | 9,594 | 9,681 | ||
Operating lease liability | 11,611 | |||
Revolving Credit Facility [Member] | ||||
Disclosure - Summary of Significant Accounting Policies - Additional Information (Details) [Line Items] | ||||
Other Deferred Costs, Net | 400 | 600 | ||
Non - Revolving Credit Facility [Member] | ||||
Disclosure - Summary of Significant Accounting Policies - Additional Information (Details) [Line Items] | ||||
Other Deferred Costs, Net | $ 1,500 | $ 2,000 | ||
Maximum [Member] | ||||
Disclosure - Summary of Significant Accounting Policies - Additional Information (Details) [Line Items] | ||||
Term Of Subscription Contracts | 3 years | |||
Minimum [Member] | ||||
Disclosure - Summary of Significant Accounting Policies - Additional Information (Details) [Line Items] | ||||
Term Of Subscription Contracts | 1 year |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property, Plant, and Equipment Depreciated on Straight - Line Basis (Details) | Dec. 31, 2023 |
Furniture and Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Net | 5 years |
Computers and Software [Member] | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Net | 3 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property Plant And Equipment Useful Life Description Of Term | us-gaap:UsefulLifeTermOfLeaseMember |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Assets (Details) | Dec. 31, 2023 |
Data [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 3 years |
Minimum [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 14 years |
Minimum [Member] | Technology [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 6 years |
Minimum [Member] | Trademarks and Trade Names [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 5 years |
Maximum [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 20 years |
Maximum [Member] | Technology [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 8 years |
Maximum [Member] | Trademarks and Trade Names [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Customer relationships | 19 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | 12 Months Ended | ||||||
Jul. 21, 2023 USD ($) | Feb. 18, 2022 USD ($) | Dec. 22, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 28, 2022 USD ($) | |
Investment | $ 40,000 | ||||||
Purchase option ownership percentage | 65% | ||||||
Purchase of Ownership percentage | 0.65 | ||||||
Cash consideration paid at closing | $ 46,400 | $ 58,600 | |||||
Purchase price | 54,100 | ||||||
Working capital adjustment | 100 | 200 | |||||
Contingent consideration | 28,000 | 5,000 | |||||
Initial value of contingent consideration | $ 1,000 | ||||||
Fair value of the contingent consideration | 7,800 | $ 1,000 | |||||
Initial cash investment in December 2021 | 40,000 | ||||||
Escrow deposit | 10,000 | ||||||
Purchase price consideration | 65,000 | ||||||
Revenue | $ 251,415 | 222,653 | $ 166,154 | ||||
Net Income Loss | (202,388) | (7,222) | $ (17,840) | ||||
Interest expense | 700 | 700 | |||||
Business combination, contingent consideration, liability | 8,800 | ||||||
Populi Inc | |||||||
Cash consideration paid at closing | 4,800 | 46,446 | |||||
Purchase price | 54,101 | ||||||
Working capital adjustment | (145) | ||||||
Contingent consideration | 7,800 | ||||||
Fair value of the contingent consideration | $ 7,800 | ||||||
Business combination,deferred revenue | $ 4,010 | ||||||
Weighted average amortization period of finite-lived intangible assets acquired | 7 years 2 months 12 days | ||||||
Business combination, Acquisition related costs | $ 5,100 | ||||||
Developed software | |||||||
Other assets | 21,400 | 6,100 | |||||
Developed software | Populi Inc | |||||||
Other assets | $ 21,400 | ||||||
Weighted average amortization period | 7 years | ||||||
Analytical Wizards Acquisition [Member] | |||||||
Purchase price | 99,400 | ||||||
Trade Names [Member] | |||||||
Other assets | $ 100 | 500 | |||||
Trade Names [Member] | Populi Inc | |||||||
Other assets | $ 100 | ||||||
Weighted average amortization period | 1 year | ||||||
Customer Relationships [Member] | |||||||
Other assets | $ 800 | 39,400 | |||||
Customer Relationships [Member] | Populi Inc | |||||||
Other assets | $ 800 | ||||||
Weighted average amortization period | 15 years | ||||||
Customer Relationships [Member] | Minimum [Member] | |||||||
Customer relationships | 14 years | ||||||
Customer Relationships [Member] | Maximum [Member] | |||||||
Customer relationships | 20 years | ||||||
Goodwill [Member] | |||||||
Other assets | $ 37,700 | 61,700 | |||||
Series of Individually Immaterial Business Acquisitions Member | |||||||
Potential payouts range, Low | 0 | 0 | |||||
Potential payouts range, High | $ 28,000 | 5,000 | |||||
AW acquisition | |||||||
Fair value of the contingent consideration | $ 1,000 | ||||||
Weighted average amortization period | 20 years | ||||||
Weighted average amortization period of finite-lived intangible assets acquired | 18 years | ||||||
Business combination, Acquisition related costs | $ 1,300 | ||||||
Date of acquisition | Feb. 18, 2022 | ||||||
AW acquisition | Developed software | |||||||
Other assets | 6,100 | ||||||
Weighted average amortization period | 6 years | ||||||
AW acquisition | Trademarks Member | |||||||
Other assets | 500 | ||||||
Customer relationships | 5 years | ||||||
AW acquisition | Customer Relationships [Member] | |||||||
Other assets | $ 39,400 | ||||||
Call Option [Member] | |||||||
Stock issued during period value stock options exercised | $ 65,000 | ||||||
Option indexed to issuers equity settlement alternatives cash at fair value | $ 7,300 | ||||||
Series B Preferred Stock [Member] | |||||||
Preferred stock convertible conversion ratio | 0.35 | ||||||
Option indexed to issuers equity settlement alternatives cash at fair value | $ 32,700 | ||||||
Series B Preferred Stock [Member] | Purchase Option [Member] | |||||||
Option indexed to issuers equity settlement alternatives cash at fair value | $ 40,000 |
Acquisitions - Summary of Trans
Acquisitions - Summary of Transaction Transferred (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jul. 21, 2023 | Feb. 18, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Initial cash investment in December 2021 | $ 40,000 | ||||
Cash consideration paid at closing | $ 46,400 | 58,600 | |||
Working capital adjustment | 100 | 200 | |||
Contingent consideration | 28,000 | $ 5,000 | |||
Purchase price | 54,100 | ||||
Populi Inc | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid at closing | $ 4,800 | $ 46,446 | |||
Working capital adjustment | (145) | ||||
Contingent consideration | 7,800 | ||||
Purchase price | $ 54,101 | ||||
AW acquisition | |||||
Business Acquisition [Line Items] | |||||
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 |
Acquisitions - Summary of Alloc
Acquisitions - Summary of Allocation of Purchase Price to the Fair Value of Assets Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Populi Inc | ||
Cash | $ 1,423 | |
Accounts receivable | 2,662 | |
Prepaid expenses and other current assets | 153 | |
Property and equipment | 42 | |
Intangible assets | 22,330 | |
Accounts payable and accrued expenses | (3,316) | |
Deferred revenue | (4,010) | |
Deferred taxes liabilities | (2,930) | |
Total assets acquired and liabilities assumed | 16,354 | |
Goodwill | 37,747 | |
Purchase price | 54,101 | |
Populi Inc | Preliminary, as originally reported | ||
Cash | 1,423 | |
Accounts receivable | 2,662 | |
Prepaid expenses and other current assets | 153 | |
Property and equipment | 42 | |
Intangible assets | 22,830 | |
Accounts payable and accrued expenses | (3,316) | |
Deferred revenue | (4,010) | |
Deferred taxes liabilities | (2,354) | |
Total assets acquired and liabilities assumed | 17,430 | |
Goodwill | 36,652 | |
Purchase price | 54,082 | |
Populi Inc | Measurement period adjustments | ||
Cash | 0 | |
Accounts receivable | 0 | |
Prepaid expenses and other current assets | 0 | |
Property and equipment | 0 | |
Intangible assets | (500) | |
Accounts payable and accrued expenses | 0 | |
Deferred revenue | 0 | |
Deferred taxes liabilities | (576) | |
Total assets acquired and liabilities assumed | (1,076) | |
Goodwill | 1,095 | |
Purchase price | $ 19 | |
AW acquisition | ||
Cash | $ 2,146 | |
Accounts receivable | 3,525 | |
Prepaid expenses and other current assets | 806 | |
Property and equipment | 134 | |
Intangible assets | 46,000 | |
Right-of-use asset, operating leases | 832 | |
Other assets | 703 | |
Accounts payable and accrued expenses | (987) | |
Deferred revenue | (3,365) | |
Right-of-use liability, operating leases | (832) | |
Deferred taxes liabilities | (10,278) | |
Other liabilities | (900) | |
Total assets acquired and liabilities assumed | 37,784 | |
Goodwill | 61,659 | |
Purchase price | 99,443 | |
AW acquisition | Preliminary, as originally reported | ||
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 liabilities | (10,345) | |
Other liabilities | (267) | |
Total assets acquired and liabilities assumed | 37,573 | |
Goodwill | 62,072 | |
Purchase price | 99,645 | |
AW acquisition | Measurement period adjustments | ||
Cash | 0 | |
Accounts receivable | (50) | |
Prepaid expenses and other current assets | 300 | |
Property and equipment | 0 | |
Intangible assets | 0 | |
Right-of-use asset, operating leases | 0 | |
Other assets | 703 | |
Accounts payable and accrued expenses | (502) | |
Deferred revenue | 326 | |
Right-of-use liability, operating leases | 0 | |
Deferred taxes liabilities | 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) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Populi Inc | ||
Business Acquisition [Line Items] | ||
Revenue | $ 255,629 | $ 228,085 |
Net loss | $ (294,232) | (33,015) |
AW acquisition | ||
Business Acquisition [Line Items] | ||
Revenue | 224,130 | |
Net loss | $ (26,443) |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 251,415 | $ 222,653 | $ 166,154 |
Subscription Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 243,052 | 217,024 | 164,564 |
Professional Services [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 8,363 | $ 5,629 | $ 1,590 |
Revenue - Summary of Receivable
Revenue - Summary of Receivables, Deferred Contract Costs and Contract Liabilities from Contract with Customers (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 59,249 | $ 58,799 |
Deferred contract costs, current portion | 13,490 | 10,387 |
Deferred contract costs, noncurrent portion | 17,320 | 14,596 |
Deferred revenues | $ 97,386 | $ 99,928 |
Revenue - Summary of Deferred C
Revenue - Summary of Deferred Contract Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Additional amounts deferred | $ 248,873 | $ 238,558 | |
Current | 17,320 | 14,596 | |
Total deferred contract costs (deferred commissions) | (18,790) | (15,252) | $ (14,441) |
Deferred Contract Costs [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Balance at beginning of year | 24,983 | 18,547 | |
Costs amortized | (12,963) | (8,816) | |
Additional amounts deferred | 18,790 | 15,252 | |
Balance at end of year | 30,810 | 24,983 | $ 18,547 |
Current | 13,490 | 10,387 | |
Non-current | 17,320 | 14,596 | |
Total deferred contract costs (deferred commissions) | $ 30,810 | $ 24,983 |
Revenue - Summary of Deferred R
Revenue - Summary of Deferred Revenue Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Balance at beginning of year | $ 99,928 | $ 84,023 |
Revenue recognized | (251,415) | (222,653) |
Additional amounts deferred | 248,873 | 238,558 |
Balance at end of year | $ 97,386 | $ 99,928 |
Revenue - Summary of Remaining
Revenue - Summary of Remaining Performance Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Current | $ 187,331 | $ 183,527 |
Non-current | 89,636 | 93,464 |
Total | $ 276,967 | $ 276,991 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||||||||
Finance lease liability | $ 0 | |||||||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | |||||||
Option to extend lease term | the Company executed a new four-year lease agreement for its office in Sweden, which was accounted for under ASC 842. | the Company gave notice of its intent to extend one of its office lease facilities for an additional five-year period and the extension was accounted for as a lease modification under ASC 842. | ||||||
Lease existence of option to extend | true | |||||||
Additional lease term period | 5 years | |||||||
Operating lease liability to be paid | $ 12,878,000 | |||||||
Product Development [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Rental Expenses | $ 2,000,000 | $ 2,400,000 | $ 2,800,000 | |||||
Office Space Facilities [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease liability to be paid | $ 1,600,000 | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | ||||
Impairment charge | $ 200,000 | $ 200,000 | $ 700,000 | |||||
Minimum [Member] | Office Space Facilities [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease term of contract | 1 year | |||||||
Operating lease, renewal term | 5 years | |||||||
Maximum [Member] | Office Space Facilities [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease term of contract | 9 years | |||||||
Operating lease, renewal term | 10 years |
Leases - Schedule of lease cost
Leases - Schedule of lease costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease, Cost [Abstract] | ||
Capitalized operating lease cost | $ 2,202 | $ 2,676 |
Variable Lease, Cost | 0 | 1 |
Total lease cost | $ 2,202 | $ 2,677 |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information related to leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Paid For Amounts Included In The Measurement Of Lease Liabilities Abstract | ||
Operating cash flows | $ 2,052 | $ 3,145 |
Right Of Use Assets Obtained In Exchange For New Lease Liabilities Abstract | ||
Capitalized operating leases | $ 1,563 | $ 982 |
Leases - Schedule of lease term
Leases - Schedule of lease term and discount rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Weighted-Average Remaining Lease Term Abstract | ||
Capitalized operating leases | 4 years 9 months 18 days | 5 years 9 months 10 days |
Weighted-Average Discount Rate Abstract | ||
Capitalized operating leases | 4.60% | 4.20% |
Leases - Schedule of operating
Leases - Schedule of operating lease liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 2,699 |
2025 | 2,681 |
2026 | 2,684 |
2027 | 2,456 |
2028 | 2,177 |
Thereafter | 181 |
Total undiscounted future minimum lease payments | 12,878 |
Imputed interest | 1,267 |
Operating lease liability | $ 11,611 |
Short-term Investments - Schedu
Short-term Investments - Schedule of short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortised cost | $ 177,023 | $ 185,164 |
Gross unrealised gains | 134 | 53 |
Gross unrealized losses | (65) | (278) |
Fair value | 177,092 | 184,939 |
U.S. Treasuries [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortised cost | 62,486 | 59,849 |
Gross unrealised gains | 20 | 3 |
Gross unrealized losses | (45) | (129) |
Fair value | 62,461 | 59,723 |
Agency Bonds [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortised cost | 2,314 | 6,450 |
Gross unrealised gains | 10 | 4 |
Gross unrealized losses | 0 | (2) |
Fair value | 2,324 | 6,452 |
Commercial Paper [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortised cost | 94,269 | 95,831 |
Gross unrealised gains | 85 | 29 |
Gross unrealized losses | (18) | (123) |
Fair value | 94,336 | 95,737 |
Certificates of Deposit [Member] | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortised cost | 17,954 | 23,034 |
Gross unrealised gains | 19 | 17 |
Gross unrealized losses | (2) | (24) |
Fair value | $ 17,971 | $ 23,027 |
Short-term Investments - Additi
Short-term Investments - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||
Amount on accretion included in amortized cost | $ 2.8 | $ 1.2 |
Interest accretion on short-term investments | $ 8.2 | $ 1.1 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts receivable | $ 60,206 | $ 59,780 |
Unbilled receivable | 1,346 | 881 |
Accounts Receivable, before Allowance for Credit Loss, Current | 61,552 | 60,661 |
Less: allowance for doubtful accounts | (2,303) | (1,862) |
Accounts receivable, net | $ 59,249 | $ 58,799 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 10,431 | $ 9,262 |
Less: accumulated depreciation and amortization | (5,960) | (4,798) |
Property and equipment, net | 4,471 | 4,464 |
Computers And Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 6,921 | 5,924 |
Furniture and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,172 | 1,204 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,338 | $ 2,134 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 39,008 | $ 40,145 | $ 38,679 |
Operating lease impairment loss | 200 | 1,000 | |
Property plant and equipment fair value disclosure | 800 | 2,100 | |
Property Plant And Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 2,000 | $ 2,200 | $ 1,700 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 574,927 | $ 552,524 |
Accumulated Amortization | (251,806) | (201,802) |
Net Carrying Amount | 323,121 | 350,722 |
Goodwill [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,075,080 | 1,324,733 |
Accumulated Amortization | 0 | 0 |
Net Carrying Amount | 1,075,080 | 1,324,733 |
Goodwill And Intangible Assets [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,650,007 | 1,877,257 |
Accumulated Amortization | (251,806) | (201,802) |
Net Carrying Amount | 1,398,201 | 1,675,455 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 410,210 | 409,430 |
Accumulated Amortization | (163,586) | (128,745) |
Net Carrying Amount | 246,624 | 280,685 |
Developed Technologies [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 78,434 | 56,965 |
Accumulated Amortization | (33,769) | (25,514) |
Net Carrying Amount | 44,665 | 31,451 |
Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 36,062 | 35,914 |
Accumulated Amortization | (9,379) | (7,150) |
Net Carrying Amount | 26,683 | 28,764 |
Data [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50,221 | 50,215 |
Accumulated Amortization | (45,072) | (40,393) |
Net Carrying Amount | $ 5,149 | $ 9,822 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 49,797 | $ 54,711 | $ 58,196 | |
Amortization | $ 12,742 | 16,759 | 21,268 | |
Number of Reporting Units | Segment | 1 | |||
Goodwill impairment charge | $ 287,400 | $ 287,400 | 0 | 0 |
Finite Lived Intangible Assets [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 49,800 | 54,700 | 58,200 | |
Amortization | $ 12,700 | $ 16,800 | $ 21,300 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 48,420 | |
2025 | 45,911 | |
2026 | 39,271 | |
2027 | 33,323 | |
2028 | 29,555 | |
Thereafter | 126,641 | |
Net Carrying Amount | $ 323,121 | $ 350,722 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill - beginning of year | $ 1,324,733 | $ 1,263,075 | ||
Goodwill acquired during year | 37,747 | 61,658 | ||
Goodwill impairment loss | $ (287,400) | (287,400) | 0 | $ 0 |
Goodwill - end of year | $ 1,075,080 | $ 1,324,733 | $ 1,263,075 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: current portion of long-term debt | $ 13,750 | $ 8,594 |
Long-term debt | 242,567 | 255,765 |
2021 Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 257,813 | 266,406 |
Unamortized debt issuance costs / financing costs | (1,496) | (2,047) |
Total debt, net | $ 256,317 | $ 264,359 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 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 | ||
Interest expense | 700 | $ 700 | |
Standby Letters of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Letters of Credit Outstanding, Amount | 600 | ||
2021 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Repayment of debt | 8,600 | 6,900 | |
Outstanding principal balance | 257,813 | 266,406 | |
Line of credit | $ 275,000 | ||
Balloon payment | 220,000 | ||
Financing costs | 2,800 | ||
Unamortized debt issuance costs / financing costs | (1,496) | (2,047) | |
2021 Revolving Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Sep. 17, 2026 | ||
Line of credit | $ 75,000 | $ 74,400 | |
Interest rate | 7.21% | ||
Financing costs | $ 800 | ||
Unamortized debt issuance costs / financing costs | $ (400) | $ (600) | |
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% |
Long Term Debt - Schedule of De
Long Term Debt - Schedule of Debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Long-Term Debt, Unclassified [Abstract] | |
2024 | $ 13,750 |
2025 | 13,750 |
2026 | 230,313 |
Long-term Debt, Total | $ 257,813 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 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 | $ 64,500 | ||
Maturity date | Mar. 31, 2025 | ||
Net pre-tax gains | $ 3,400 | ||
Interest Rate Swaps [Member] | Goldman Sachs Bank USA [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed interest rates | 1.9065% | ||
Interest Rate Swaps [Member] | Bank of America N.A [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed interest rates | 1.909% |
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 | Dec. 31, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Short-term derivative asset | $ 3,426 | $ 3,716 |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current |
Long-term derivative asset | $ 509 | $ 2,834 |
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) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Business combination, contingent consideration, liability | $ 8,800 | |||
Earnout liability current | 1,600 | |||
Goodwill impairment charge | $ 287,400 | $ 287,400 | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation of Earnout Liabilities Measured at Fair Value on a Recurring Basis Unobservable Inputs (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance at beginning of year | $ 2,250 | $ 7,500 |
Additions | 7,800 | 1,000 |
Net change in fair value and other adjustments | 302 | 1,250 |
Payments | 0 | (7,500) |
Balance at end of year | $ 10,352 | $ 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ (7,800) | $ (1,000) | $ 0 |
Recurring [Member] | U.S. Treasuries [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 62,461 | 59,723 | |
Recurring [Member] | Agency Bonds [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 6,452 | ||
Recurring [Member] | Corporate Debt Securities Member | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 2,324 | ||
Recurring [Member] | Commercial Paper [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 94,336 | 95,737 | |
Recurring [Member] | Certificates of Deposit [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 17,971 | 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 | 3,426 | 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 | 509 | 2,834 | |
Recurring [Member] | Contingent Consideration [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration | 10,352 | 2,250 | |
Recurring [Member] | Money Market Funds [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 87,869 | 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 | 4,227 | 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 | 1,000 | 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 | ||
Level 1 [Member] | Recurring [Member] | Corporate Debt Securities Member | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 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 | 87,869 | 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 | 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 | 62,461 | 59,723 | |
Level 2 [Member] | Recurring [Member] | Agency Bonds [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 6,452 | ||
Level 2 [Member] | Recurring [Member] | Corporate Debt Securities Member | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 2,324 | ||
Level 2 [Member] | Recurring [Member] | Commercial Paper [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 94,336 | 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 | 17,971 | 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 | 3,426 | 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 | 509 | 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 | 4,227 | 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 | 1,000 | 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 | ||
Level 3 [Member] | Recurring [Member] | Corporate Debt Securities Member | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 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] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 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 | ||
Level 3 [Member] | Recurring [Member] | Contingent Consideration [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration | 10,352 | 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 | 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 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Payroll and payroll-related | $ 12,805 | $ 11,961 |
Tax receivable agreement, current portion | 20,095 | 0 |
Contingent consideration, current | 1,602 | 0 |
Sales, franchise and other taxes | 9,526 | 11,738 |
Other | 7,501 | 3,156 |
Accrued expenses and other current liabilities | $ 51,529 | $ 26,855 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Transaction, integration and restructuring expenses | ||
Restructuring and related charges | $ 4.7 | ||
Restructuring and related cost, remaining | 0.1 | ||
Maximum penalties and interest | $ 6.7 | $ 8.1 | |
Scenario Forecast [Member] | Subsequent Event [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related cost expected | $ 6.5 | ||
Maximum [Member] | Scenario Forecast [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related cost expected | 7.2 | ||
Maximum [Member] | Scenario Forecast [Member] | Non-cash Stock-Based Compensation Charge [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related cost expected | $ 1.5 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Estimated Annual Minimum Purchase Commitments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 17,620 |
2025 | 11,520 |
2026 | 4,394 |
Purchase Obligation, Total | $ 33,534 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Summary of Changes in Accumulated Balances in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unrealized Gains on Cash Flow Hedges | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ 4,307 | $ 0 | $ 0 |
Other comprehensive income (loss) before reclassifications | 1,119 | 4,480 | 0 |
Amounts reclassified from AOCI | (3,039) | (173) | |
Ending Balance | 2,387 | 4,307 | 0 |
Unrealized Loss on Investments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (135) | 0 | 0 |
Other comprehensive income (loss) before reclassifications | 231 | (135) | 0 |
Amounts reclassified from AOCI | 0 | 0 | |
Ending Balance | 96 | (135) | 0 |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (504) | 62 | (131) |
Other comprehensive income (loss) before reclassifications | (130) | (566) | 193 |
Amounts reclassified from AOCI | 0 | 0 | |
Ending Balance | (374) | (504) | 62 |
AOCI Attributable to Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 3,668 | 62 | (131) |
Other comprehensive income (loss) before reclassifications | (1,480) | 3,779 | 193 |
Amounts reclassified from AOCI | (3,039) | (173) | |
Ending Balance | $ 2,109 | $ 3,668 | $ 62 |
Stockholders' Equity and Memb_3
Stockholders' Equity and Members' Equity - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||
Capital units, value | $ 5,800 | ||
contributions | 5,500 | ||
Proceeds From Member Contributions | $ 0 | $ 0 | (5,500) |
Equity-based compensation | 48,739 | 300 | |
Tax withholding obligation | $ 4,432 | $ 4,116 | $ 0 |
Preferred stock, shares issued | 0 | ||
Common Class A | |||
Class Of Stock [Line Items] | |||
Common stock, shares outstanding | 116,562,252 | 105,138,273 | |
Definitive OpCo [Member] | |||
Class Of Stock [Line Items] | |||
Ownership interest (as a percent) | 74.90% | 68.20% | |
Noncontrolling interests (as a percent) | 25.10% | 31.80% | |
Definitive OpCo [Member] | Common Class A | |||
Class Of Stock [Line Items] | |||
Common stock, shares outstanding | 10,562,033 | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,300,786 | ||
Tax withholding obligation | $ 438,840 | ||
Issuance of common stock shares | 861,946 | ||
Class A Units | |||
Class Of Stock [Line Items] | |||
Class A units issued | 363,516 |
Stockholders' Equity and Memb_4
Stockholders' Equity and Members' Equity - Summary of Class of Stock (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class A Units | ||
Class Of Stock [Line Items] | ||
Authorized, issued and outstanding Class A Units | 130,245,990 | |
Issued Class B Units | 363,516 | |
Class B Units | ||
Class Of Stock [Line Items] | ||
Authorized Class B Units | 8,088,877 | |
Issued Class B Units | 3,720,063 | |
Outstanding Class B Units (vested Class B Units) | 474,920 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Equity Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 48,739 | $ 36,434 | $ 9,957 |
Cost of revenue | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,097 | 942 | 277 |
Sales and marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 11,407 | 13,508 | 1,930 |
Product development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 13,138 | 7,805 | 1,070 |
General and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 23,097 | $ 14,179 | $ 6,680 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 48,739,000 | $ 36,434,000 | $ 9,957,000 | ||||
Time-Based RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 27,000,000 | 4,400,000 | |||||
Forfeited | 535,023 | 238,727 | |||||
Unrecognized expense related to unit-based compensation | $ 71,600,000 | $ 71,600,000 | |||||
Weighted-average period over which cost not yet recognized is expected to be recognized | 2 years 4 months 24 days | ||||||
Performance-Based RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 4,600,000 | $ 1,700,000 | |||||
Forfeited | 65,790 | 164,351 | |||||
Unrecognized expense related to unit-based compensation | 8,600,000 | $ 8,600,000 | |||||
Weighted-average period over which cost not yet recognized is expected to be recognized | 1 year 8 months 12 days | ||||||
Share based compensation accelerated vesting number of shares | 0 | ||||||
Performance-Based RSUs | Maximum [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Award vesting percentage | 300% | ||||||
Performance-Based RSUs | Minimum [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Award vesting percentage | 0% | ||||||
Definitive OpCo [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 4,700,000 | $ 7,700,000 | $ 3,400,000 | ||||
Unrecognized expense related to unit-based compensation | $ 2,600 | $ 2,600 | |||||
Weighted-average period over which cost not yet recognized is expected to be recognized | 9 months 18 days | ||||||
Time Based Unit | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 39,400,000 | ||||||
Forfeited | 108,368 | 186,872 | |||||
2021 Equity Incentive Plan | Common Class A | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 7,284,174 | 7,284,174 | |||||
2023 Inducement Plan | Common Class A | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 887,819 | 887,819 | |||||
IPO | 2019 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Issue Price Per Share | $ 27 | $ 27 | |||||
Management Level Employees | Time-Based RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation accelerated vesting number of shares | 6,772 | 99,662 | 99,662 | ||||
Management Level Employees | 2019 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation accelerated vesting number of shares | 50,772 | 126,350 | |||||
Share based compensation plan modification incremental compensation cost | $ 1,800,000 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Company's Unvested Time-Based and Performance-Based Unit Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Time-Based RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested at beginning of year | 3,438,387 | 1,935,899 |
Granted | 3,318,889 | 2,457,991 |
Vested | (1,300,786) | (716,776) |
Forfeited | (535,023) | (238,727) |
Unvested at end of year | 4,921,467 | 3,438,387 |
Non vested weighted average grant date fair value | $ 24.82 | $ 32.59 |
Non vested weighted average grant date fair value, Granted | 12.55 | 20.27 |
Non vested weighted average grant date fair value, vested | 23.91 | 29.86 |
Non vested weighted average grant date fair value, forfeited | 18.48 | 25.51 |
Non vested weighted average grant date fair value | $ 17.32 | $ 24.82 |
Time-Based RSUs | 2023 Inducement Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested at beginning of year | 0 | |
Granted | 660,423 | |
Unvested at end of year | 660,423 | 0 |
Non vested weighted average grant date fair value | $ 0 | |
Non vested weighted average grant date fair value, Granted | 7.11 | |
Non vested weighted average grant date fair value | $ 7.11 | $ 0 |
Performance-Based RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested at beginning of year | 125,000 | 164,351 |
Granted | 635,632 | 125,000 |
Forfeited | (65,790) | (164,351) |
Unvested at end of year | 694,842 | 125,000 |
Non vested weighted average grant date fair value | $ 54.25 | $ 27 |
Non vested weighted average grant date fair value, Granted | 13.62 | 54.25 |
Non vested weighted average grant date fair value, forfeited | 13.62 | 27 |
Non vested weighted average grant date fair value | $ 20.93 | $ 54.25 |
Performance-Based RSUs | 2023 Inducement Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested at beginning of year | 0 | |
Granted | 551,758 | |
Unvested at end of year | 551,758 | 0 |
Non vested weighted average grant date fair value | $ 0 | |
Non vested weighted average grant date fair value, Granted | 9.1 | |
Non vested weighted average grant date fair value | $ 9.1 | $ 0 |
Time Based Unit | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested at beginning of year | 1,509,149 | 2,756,406 |
Vested | (806,128) | (1,060,385) |
Forfeited | (108,368) | (186,872) |
Unvested at end of year | 594,653 | 1,509,149 |
Non vested weighted average grant date fair value | $ 2.03 | $ 2.02 |
Non vested weighted average grant date fair value, vested | 2.3 | 2.03 |
Non vested weighted average grant date fair value, forfeited | 2.12 | 2.03 |
Non vested weighted average grant date fair value | $ 1.65 | $ 2.03 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Employer matching contributions, amount | $ 3.8 | $ 3.4 | $ 2.3 |
Income Taxes - Schedule Compone
Income Taxes - Schedule Components of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (308,232) | $ (37,054) | $ (58,782) |
Foreign | 52 | (4,823) | (3,985) |
Loss before income taxes | $ (308,180) | $ (41,877) | $ (62,767) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current income taxes: | |||
U.S. Federal | $ (63) | $ 82 | $ (7) |
U.S. state and local | (28) | 26 | 0 |
Foreign | 251 | 0 | 0 |
Total current income taxes | 160 | 108 | (7) |
Deferred income taxes: | |||
U.S. federal | (11,225) | (1,160) | 497 |
U.S. state and local | (7,208) | (15,904) | 185 |
Foreign | (280) | (742) | (1,118) |
Total deferred income taxes | (18,713) | (17,806) | (436) |
Income tax benefit | $ (18,553) | $ (17,698) | $ (443) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Federal Income Tax Rate To Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Expected U.S. federal income taxes at statutory rate | 21% | 21% | 21% |
Change in valuation allowance | (13.78%) | (35.31%) | (13.32%) |
State and local income taxes, net of federal benefit | 2.35% | 37.87% | (0.29%) |
Outside basis adjustment | 0.26% | 17.82% | 9.23% |
Partnership income, not subject to taxation | (5.57%) | (8.50%) | (19.55%) |
Return to provision | 0.18% | 3.73% | 3.54% |
TRA remeasurement | 1.60% | 4.87% | 0.05% |
Research and development credits | 0.15% | 1.34% | 0.16% |
Foreign rate differential | (0.03%) | 1.27% | (0.02%) |
Stock compensation | 0% | (1.16%) | 0% |
Other | (0.14%) | (0.67%) | (0.09%) |
Effective income tax rate | 6.02% | 42.26% | 0.71% |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Deferred Tax Assets And Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred income tax assets: | ||
Net operating loss carry forwards | $ 58,015 | $ 52,534 |
Outside partnership basis difference | 114,815 | 61,895 |
Tax receivable agreement | 11,801 | 11,271 |
Stock compensation | 7,892 | 0 |
Other | 6,553 | 1,131 |
Deferred income tax assets | 199,076 | 126,831 |
Less valuation allowance | (244,082) | (188,237) |
Deferred income tax assets, net of valuation allowance | (45,006) | (61,406) |
Deferred income tax liabilities: | ||
Goodwill and Intangibles | (21,616) | (14,126) |
Deferred revenue and advances | (541) | (107) |
Deferred income tax liabilities | (22,157) | (14,233) |
Net deferred tax liabilities | (67,163) | (75,639) |
Reported as: | ||
Non-current deferred tax assets (included within Other assets) | 0 | 98 |
Non-current deferred tax liabilities | (67,163) | (75,737) |
Net deferred tax liabilities | $ 67,163 | $ 75,639 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 244,082 | $ 188,237 |
Unrecognized tax benefits | $ 0 | $ 0 |
Tax receivable agreement realized tax benefits payable to related parties percent | 85% | |
Tax receivable agreement benefit percentage | 15% | |
Tax receivable agreement liability | $ 147,100 | |
TRA liability decreased amount | 8,000 | |
Tax Receivable Agreement Liability Increasing Adjustment | 15,700 | |
TRA liability decreasing amount | 23,500 | |
Payment toTRA parties | 200 | |
Additional liability on net operating loss tax adjustment | 148,600 | |
Total liability on net operating loss taxadjustment | 295,700 | |
US Federal [Member] | 2040 through 2043 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 212,900 | |
Tax credit carryforward, amount | 1,200 | |
US State [Member] | 2023 through indefinite [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | 164,100 | |
US State [Member] | 2037 through indefinite [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount | 300 | |
Foreign [Member] | 2030 through indefinite [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 14,200 |
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 | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Net loss | $ (289,627) | $ (24,179) | $ (62,324) | |
Less: Net loss attributable to Definitive OpCo before Reorganization Transactions | 0 | 0 | (34,068) | |
Less: Net loss attributable to noncontrolling interests | (87,239) | (16,957) | (10,416) | |
Net loss attributable to Definitive Healthcare Corp. | (202,388) | (7,222) | (17,840) | |
Basic net loss per share attributable to common stockholders [Abstract] | ||||
Allocation of net loss attributable to Definitive Healthcare Corp. | $ (202,388) | $ (7,222) | $ (17,840) | |
Weighted average number of shares of Class A outstanding | [1] | 112,764,537 | 101,114,105 | 91,916,151 |
Net loss per share, basic | $ (1.79) | $ (0.07) | $ (0.19) | |
Net loss per share, diluted | $ (1.79) | $ (0.07) | $ (0.19) | |
Common Class A [Member] | ||||
Net loss | $ (289,627) | $ (24,179) | $ (62,324) | |
Less: Net loss attributable to Definitive OpCo before Reorganization Transactions | 0 | 0 | (34,068) | |
Less: Net loss attributable to noncontrolling interests | (87,239) | (16,957) | (10,416) | |
Net loss attributable to Definitive Healthcare Corp. | (202,388) | (7,222) | (17,840) | |
Basic net loss per share attributable to common stockholders [Abstract] | ||||
Allocation of net loss attributable to Definitive Healthcare Corp. | $ (202,388) | $ (7,222) | $ (17,840) | |
Weighted average number of shares of Class A outstanding | 112,764,537 | 101,114,105 | 91,916,151 | |
Net loss per share, basic | $ (1.79) | $ (0.07) | $ (0.19) | |
Net loss per share, diluted | $ (1.79) | $ (0.07) | $ (0.19) | |
[1] Basic and diluted net loss per share of Class A Common Stock is applicable only for the years ended December 31, 2023 and 2022 and for the period from September 15, 2021 through December 31, 2021, which is the period following the IPO and related Reorganization Transactions. See Note 20 for the number of shares used in the computation of net loss per share of Class A Common Stock and the basis for the computation of net loss per share. |
Loss Per Share - Schedule of Di
Loss Per Share - Schedule of Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Vested and Unvested Units [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 39,762,700 | 50,433,101 | 58,244,627 |
Restricted Stock Unit [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 6,828,490 | 3,563,387 | 2,100,250 |
Segment and Geographic Data - S
Segment and Geographic Data - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue | $ 251,415 | $ 222,653 | $ 166,154 |
United States [Member] | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue | 239,457 | 211,727 | 158,727 |
Rest of world [Member] | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue | $ 11,958 | $ 10,926 | $ 7,427 |
Segment and Geographic Data -_2
Segment and Geographic Data - Schedule of Long-Lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 4,471 | $ 4,464 |
United States [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | 3,685 | 3,911 |
Rest of world [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 786 | $ 553 |
Related parties - Additional In
Related parties - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Revenue | $ 251,415 | $ 222,653 | $ 166,154 |
Accounts receivable, net | 59,249 | 58,799 | |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue | 1,400 | 1,500 | 1,000 |
Accounts receivable, net | $ 900 | $ 800 | $ 600 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | Jan. 16, 2024 USD ($) | Jan. 03, 2024 USD ($) Workforce | Feb. 18, 2022 USD ($) |
Subsequent Event [Line Items] | |||
Business acquisition consideration, subject to closing adjustments | $ 65 | ||
Subsequent Event [Member] | Carevoyance [Member] | |||
Subsequent Event [Line Items] | |||
Business acquisition consideration, subject to closing adjustments | $ 14 | ||
Subsequent Event [Member] | Restructuring plan Member | |||
Subsequent Event [Line Items] | |||
Reduction of workforce | Workforce | 154 | ||
Subsequent Event [Member] | Restructuring plan Member | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Restructuring and related cost expected | $ 7.2 | ||
Subsequent Event [Member] | Restructuring plan Member | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Restructuring and related cost expected | 6.5 | ||
Vesting of share-based awards [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Restructuring and related cost expected | $ 1.5 |