Definitive Healthcare Corp. (“Definitive Healthcare” or the
“Company”) (Nasdaq: DH), an industry leader in healthcare
commercial intelligence, today announced selected preliminary
financial results for the quarter ended June 30, 2023.
Second Quarter 2023 Financial
Highlights:
- Revenue is expected to be $61.0 million
- Net loss is expected to be in the range of
$11.4 million to $11.8 million or $(0.08) per share
- Adjusted Net Income is expected to be in the
range of $12.3 million to $12.4 million or $0.08 per diluted
share
- Adjusted EBITDA is expected to be $17.2
million
These preliminary financial results are
unaudited, based on currently available information and do not
present all necessary information for a complete understanding of
the Company’s financial condition as of June 30, 2023 or its
results of operations for the quarter ended June 30, 2023.
Business Outlook
Based on information as of the date hereof, the Company is
reaffirming its full year 2023 revenue and Adjusted EBITDA
guidance:
- Revenue is expected to be in the range of
$249.0 – $255.0 million, up 12% – 15% from the prior year.
- Adjusted EBITDA is expected to be in the range
of $67.0 - $71.0 million.
Restatement of Historical Financial
Results
On July 31, 2023, the Audit Committee of the
Board of Directors of the Company (the “Audit Committee”), based on
the recommendation of, and after consultation with, the Company’s
management, concluded that the Company’s previously issued audited
consolidated financial statements as of December 31, 2022 and 2021
and for the years ended December 31, 2022, 2021 and 2020, included
in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2022 (the “2022 Annual Report”), and the Company’s
unaudited condensed consolidated financial statements included in
the Quarterly Reports on Form 10-Q for the quarterly periods within
those years (the “Historical Quarterly Reports”), as well as the
unaudited condensed consolidated financial statements included in
the Company’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2023 (the “Q1 2023 Quarterly Report” and, together with
the 2022 Annual Report and the Historical Quarterly Reports, the
“Reports” and all financial statements included in the Reports,
collectively the “Affected Financials”), should no longer be relied
upon. Similarly, related press releases, shareholder
communications, investor presentations or other communications
describing relevant portions of the Affected Financials should no
longer be relied upon.
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. While the Company is still in the process of
assessing the taxability of certain customers, the Company
determined that it did not accrue sales taxes and will record sales
tax accruals through general and administrative expense as of the
end of the periods presented in the Reports. These accrual amounts
assume that (i) customers who have not yet provided certificates or
other documentation of exemption from sales tax are taxable, (ii)
maximum interest and penalty assessments may be imposed, and (iii)
the Company will not receive waivers of interest and penalties or
other benefits under agreements it may obtain with jurisdictions
from its outreach with voluntarily disclosures. The Company expects
to make adjustments to the sales tax liability in future periods as
and if it obtains any waivers of interest and penalties or other
benefits from its voluntary disclosures and as and if it obtains
additional documentation from customers supporting exemption from
sales tax. The Company also expects to adjust tax receivable
agreement (“TRA”) remeasurement gains and losses and amounts
attributable to noncontrolling interests for an allocable share of
the sales tax adjustment amounts.
The Company expects to record an aggregate
increase to previously reported general and administrative expense
of between $6.8 million to $10.2 million over the periods impacted,
with an offset to accrued expenses. In addition, TRA remeasurement
gains recorded in other income (expense), net are expected to
increase previously reported gains between $0.5 million to $0.7
million over the periods impacted, with offsets to the TRA
liability, net of current portion and additional paid-in-capital.
Lastly, the amounts attributable to noncontrolling interest for its
allocable share of the sales tax adjustment amounts will increase
previously reported loss allocable to noncontrolling interests
between $1.1 million to $1.7 million over the periods impacted,
with offsets to noncontrolling interests and additional
paid-in-capital within stockholders’ equity.
Next Steps
As a result of the restatement, the Company will
experience a delay in the filing of its Quarterly Report on Form
10-Q for the quarter ended June 30, 2023 (the “Q2 2023 10-Q”) and
expects to file a notification of late filing on Form 12b-25 with
the SEC. The Company expects to file the Q2 2023 10-Q within the
extension period of 5 calendar days as provided by Rule 12b-25
under the Securities Exchange Act of 1934, as amended.
Conference Call Information
Definitive Healthcare will host a conference
call, previously scheduled for August 3, 2023, on August 14, 2023,
at 5:00 p.m. (Eastern Time) to discuss the Company's full financial
results and current business outlook. Participants may access the
call at 1-877-358-7298 or 1-848-488-9244. Shortly after the
conclusion of the call, a replay of this conference call will be
available through September 13, 2023 at 1-800-645-7964 or
1-757-849-6722. The replay passcode is 1765#. A live audio webcast
of the event will be available on the Definitive Healthcare’s
Investor Relations website at https://ir.definitivehc.com/.
About Definitive Healthcare
At Definitive Healthcare, our passion is to
transform data, analytics and expertise into healthcare commercial
intelligence. We help clients uncover the right markets,
opportunities and people, so they can shape tomorrow’s healthcare
industry. Our SaaS platform creates new paths to commercial success
in the healthcare market, so companies can identify where to go
next. Learn more at definitivehc.com.
Forward-Looking StatementsThis
press release includes forward-looking statements that reflect our
current views with respect to future events and financial
performance. Such statements are provided under the “safe harbor”
protection of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements that do not
relate solely to historical or current facts, and can generally be
identified by words or phrases written in the future tense and/or
preceded by words such as “likely,” “should,” “may,” “will,”
“contemplates,” “anticipates,” “intends,” “plans,” “seeks,”
“believes,” “estimates,” “expects” or similar words or variations
thereof, or the negative thereof, references to future periods, or
by the inclusion of forecasts or projections. Examples of
forward-looking statements include, but are not limited to,
statements we make regarding our expected financial results for the
second quarter of 2023, our financial guidance, as well as
statements regarding the expected quantitative effects of the
restatement described above, our expectation that we will make
adjustments to the sales tax liability in future periods as and if
we obtain additional sales tax exemption certificates from
customers and any benefits from our voluntary disclosures, and the
Company's expected timing for filing the Q2 2023 10-Q.
Forward-looking statements in this press release are based on
our current expectations and assumptions regarding our business,
the economy and other future conditions. Because forward-looking
statements relate to the future, by their nature, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict. As a result, our actual results may
differ materially from those contemplated by the forward-looking
statements. Important factors that could cause actual results to
differ materially from those in the forward-looking statements
include the following: the discovery of additional information
relevant to the Affected Financials; changes in the effects of the
restatement on the Company’s financial statements or financial
results; our ability to obtain additional sales tax exemption
certificates from customers; our ability to obtain any waivers of
interest and penalties or other benefits from our voluntary
disclosures; the risk that the completion and filing of the Q2 2023
10-Q will take longer than expected and will not be completed by
the extension period provided by Rule 12b-25 of the Securities
Exchange Act of 1934, as amended; the war between Russia and
Ukraine, global geopolitical tension and worsening macroeconomic
conditions; actual or potential changes in international, national,
regional and local economic, business and financial conditions,
including recessions, inflation, rising interest rates, volatility
in the capital markets and related market uncertainty; the impact
of worsening macroeconomic conditions on our new and existing
customers; our inability to acquire new customers and generate
additional revenue from existing customers; our inability to
generate sales of subscriptions to our platform or any decline in
demand for our platform and the data we offer; the competitiveness
of the market in which we operate and our ability to compete
effectively; the failure to maintain and improve our platform, or
develop new modules or insights for healthcare commercial
intelligence; the inability to obtain and maintain accurate,
comprehensive or reliable data, which could result in reduced
demand for our platform; the risk that our recent growth rates may
not be indicative of our future growth; the inability to achieve or
sustain profitability in the future compared to historical levels
as we increase investments in our business; the loss of our access
to our data providers; the failure to respond to advances in
healthcare commercial intelligence; an inability to attract new
customers and expand subscriptions of current customers; the risk
of cyber-attacks and security vulnerabilities; litigation,
investigations or other legal, governmental or regulatory actions;
and the possibility that our security measures are breached or
unauthorized access to data is otherwise obtained. Additional
factors or events that could cause our actual performance to differ
from these forward-looking statements may emerge from time to time,
and it is not possible for us to predict all of them. Should one or
more of these risks or uncertainties materialize, or should any of
our assumptions prove incorrect, our actual financial condition,
results of operations, future performance and business may vary in
material respects from the performance projected in these
forward-looking statements. For additional discussion of factors
that could impact our operational and financial results, refer to
our Annual Report on Form 10-K for the fiscal year ended December
31, 2022, our Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other subsequent SEC filings, which are or will be
available on the Investor Relations page of our website at
ir.definitivehc.com and on the SEC website at www.sec.gov. All
information in this press release speaks only as of the date on
which it is made. We undertake no obligation to publicly update
this information, whether as a result of new information, future
developments or otherwise, except as may be required by law.
Website
Definitive Healthcare intends to use its website as a
distribution channel of material company information. Financial and
other important information regarding the Company is routinely
posted on and accessible through the Company’s website at
https://www.definitivehc.com/. Accordingly, you should monitor the
investor relations portion of our website at
https://ir.definitivehc.com/ in addition to following our press
releases, SEC filings, and public conference calls and webcasts. In
addition, you may automatically receive email alerts and other
information about the Company when you enroll your email address by
visiting the “Email Alerts” section of our investor relations page
at https://ir.definitivehc.com/.
Non-GAAP Financial Measures
We have presented supplemental non-GAAP financial measures as
part of this press release. We believe that these supplemental
non-GAAP financial measures are useful to investors because they
allow for an evaluation of the Company with a focus on the
performance of its core operations, including providing meaningful
comparisons of financial results to historical periods and to the
financial results of peer and competitor companies. A
reconciliation of GAAP to Non-GAAP results has been provided in the
financial statement tables included at the end of this press
release.
We refer to Adjusted EBITDA, Adjusted Operating Income, Adjusted
Net Income, and Adjusted Net Income as non-GAAP financial measures.
These non-GAAP financial measures are not prepared in accordance
with generally accepted accounting principles in the U.S.,
(“GAAP”). These are supplemental financial measures of our
performance and should not be considered substitutes for net loss
or any other measure derived in accordance with GAAP.
We define EBITDA as earnings before debt-related costs,
including interest expense, net and loss on extinguishment of debt,
income taxes and depreciation and amortization. Adjusted EBITDA is
defined as EBITDA adjusted to exclude certain items of a
significant or unusual nature, including other income and expense,
equity-based compensation, transaction, integration, and
restructuring expenses and other non-recurring expenses. Adjusted
EBITDA is a key metric used by management and our board of
directors to assess the profitability of our operations. We believe
that Adjusted EBITDA provides useful information to help investors
to assess our operating performance because these metrics eliminate
non-recurring and unusual items and non-cash expenses, which we do
not consider indicative of ongoing operational performance. We
believe that these metrics are helpful to investors in measuring
the profitability of our operations on a consolidated level.
We define Adjusted Operating Income as loss from operations plus
acquisition related amortization, equity-based compensation,
transaction, integration, and restructuring expenses and other
non-recurring expenses.
We define Adjusted Net Income as Adjusted Operating Income less
interest expense, net, other expense, net, excluding TRA liability
remeasurement expense and recurring income tax expense including
the incremental tax effects of adjustments to arrive at Adjusted
Operating Income. We define Adjusted Net Income Per Diluted Share
as Adjusted Net Income divided by diluted outstanding shares.
Our use of these non-GAAP terms may vary from the use of similar
terms by other companies in our industry and accordingly may not be
comparable to similarly titled measures used by other companies and
are not measures of performance calculated in accordance with GAAP.
Our presentation of these non-GAAP financial measures are intended
as supplemental measures of our performance that are not required
by, or presented in accordance with, GAAP. These non-GAAP financial
measures should not be considered as alternatives to loss from
operations, net loss, earnings per share or any other performance
measures derived in accordance with GAAP, or as measures of
operating cash flows or liquidity.
We do not provide a quantitative reconciliation of the
forward-looking non-GAAP financial measures included in this press
release to the most directly comparable GAAP measures due to the
high variability and difficulty to predict certain items excluded
from these non-GAAP financial measures; in particular, the effects
of equity-based compensation expense, taxes and amounts under the
tax receivable agreement, deferred tax assets and deferred tax
liabilities, and transaction, integration, and restructuring
expenses. We expect the variability of these excluded items may
have a significant, and potentially unpredictable, impact on our
future GAAP financial results.
In evaluating our non-GAAP financial measures, you should be
aware that in the future we may incur expenses similar to those
eliminated in these presentations.
Investor Contact:Brian DenyeauICR for
Definitive Healthcare brian.denyeau@icrinc.com646-277-1251
Media Contact:Danielle Johns
djohns@definitivehc.com
Definitive
Healthcare Corp. |
|
Reconciliations of Non-GAAP Financial Measures to Closest
GAAP Equivalent |
|
|
|
|
Reconciliation of
Estimated GAAP Net Loss to Estimated Adjusted Net Income and |
|
GAAP Operating Loss
to Adjusted Operating Income |
|
(in thousands,
except per share amounts; unaudited) |
|
|
|
|
|
Three Months Ended June 30, 2023 |
|
Net
loss |
$(11,405) -
$(11,805) |
|
|
Add: Income tax benefit |
|
(1,484 |
) |
|
Add: Interest expense, net |
|
221 |
|
|
Add: Other expense, net |
|
797 |
|
|
Loss from operations |
(11,871) - (12,271) |
|
|
Add: Amortization of intangible assets acquired through business
combinations |
|
11,556 |
|
|
Add: Equity-based compensation |
|
12,363 |
|
|
Add: Transaction, integration, and restructuring expenses |
|
3,571 |
|
|
Add: Other non-recurring items |
400 - 800 |
|
|
Adjusted Operating Income |
|
16,019 |
|
|
Less: Interest expense, net |
|
(221 |
) |
|
Less: Recurring income tax benefit |
|
1,484 |
|
|
Less: Foreign currency gain |
|
349 |
|
|
Less: Tax impacts of adjustments to net loss |
(5,207) - (5,327) |
|
|
Adjusted Net Income |
$12,304 - $12,424 |
|
|
Basic and Diluted Weighted Average Class A Common Stock
Outstanding |
|
111,768,782 |
|
|
Shares for Adjusted Net Income Per Diluted Share (a) |
|
155,599,967 |
|
|
Net Loss Per Share Attributable to Definitive Healthcare Corp. |
$ |
(0.08 |
) |
|
Adjusted Net Income Per Diluted Share |
$ |
0.08 |
|
|
|
|
|
(a) Diluted Adjusted Net Income Per Share is computed by giving
effect to all potential weighted average Class A common stock and
any securities that are convertible into Class A common stock,
including Definitive OpCo units and restricted stock units. The
dilutive effect of outstanding awards and convertible securities is
reflected in diluted earnings per share by application of the
treasury stock method assuming proceeds from unrecognized
compensation as required by GAAP. Fully diluted shares are
161,996,676 as of June 30, 2023. |
|
|
|
|
Reconciliation of
Estimated GAAP Net Loss to Estimated Adjusted EBITDA |
|
(in thousands;
unaudited) |
|
|
|
|
|
Three Months Ended June 30, 2023 |
|
Net
loss |
$(11,405) -
$(11,805) |
|
|
Interest
expense, net |
|
221 |
|
|
Income tax
benefit |
|
(1,484 |
) |
|
Depreciation
& amortization |
|
12,778 |
|
|
EBITDA |
(290) - 110 |
|
|
Other
expense, net (a) |
|
797 |
|
|
Equity-based
compensation (b) |
|
12,363 |
|
|
Transaction,
integration, and restructuring expenses (c) |
|
3,571 |
|
|
Other
non-recurring items (d) |
400 - 800 |
|
|
Adjusted EBITDA |
$ |
17,241 |
|
|
|
|
|
(a) Primarily represents foreign exchange and Tax Receivable
Agreement liability remeasurement gains and losses. (b)
Equity-based compensation represents non-cash compensation expense
recognized in association with equity awards made to employees and
directors. (c) Transaction and integration expenses primarily
represent legal, accounting, and consulting expenses. Restructuring
expenses relate to our restructuring plan announced in the first
quarter of 2023 and impairment and restructuring charges related to
office relocations. (d) Non-recurring items represent expenses that
are driven by events that are typically by nature one-time,
non-operational, and unrelated to our core operations. These
expenses are comprised primarily of professional fees related to
financing, capital structure changes, and other non-recurring
set-up costs related to public company operations. In addition,
these expenses include a sales tax accrual charge recorded during
the three months ended June 30, 2023 after we became aware of a
state sales tax liability for sales taxes that should have been
collected from customers in 2023 and in certain previous years,
which amount includes assumed maximum penalties and interest. |
|
Definitive Healthcare (NASDAQ:DH)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Definitive Healthcare (NASDAQ:DH)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024