Exhibit 99.1

 

 

Definitive Healthcare Reports Financial Results for Third Quarter 2026

Third Quarter Revenue Within Guidance Range; Profit Surpasses Expectations

Framingham, MA (November 5, 2026) – Definitive Healthcare Corp. (“Definitive Healthcare” or the “Company”) (Nasdaq: DH), an industry leader in healthcare market data and analytics, today announced financial results for the quarter ended September 30, 2026.

Third Quarter 2026 Financial Highlights:

•
Revenue was $54.7 million, a decrease of 9% from $60.0 million in Q3 2025.

 

•
Net Loss was $(5.4) million, or (10)% of revenue, compared to $(17.8) million, or (30)% of revenue in Q3 2025.

 

•
Adjusted Net Income was $8.8 million, compared to $9.7 million in Q3 2025.

 

•
Adjusted EBITDA was $15.7 million, or 29% of revenue, compared to $18.9 million, or 32% of revenue in Q3 2025.

 

•
Cash Flow from Operations was $11.4 million in the quarter.

 

•
Unlevered Free Cash Flow was $13.0 million in the quarter.

 

“Since joining Definitive, I’ve been focused on listening to our customers and our employees,” said Clay Ritchey, CEO of Definitive Healthcare. “What I’ve heard confirms my belief in the strength of our position in the market, and it has also shown me where we can execute better. This quarter’s results demonstrate the underlying health of the business and a solid foundation to build upon.”

 


 

Recent Business and Operating Highlights:

Customer Wins

In the third quarter, Definitive Healthcare continued to win new logos and expansion opportunities across all end-markets, by providing the data, insights and integrations that drive their critical business use cases. Customer wins for the quarter included:

•
A life sciences company selected Definitive Healthcare in a new-logo deal worth several hundred thousand dollars after struggling with stale data and the complexity of ingesting and interpreting claims. Monthly-refreshing claims delivered through custom data feeds let its teams focus on acting on data rather than interpreting it, while our reference and affiliation data, layered on top of the claims, enabled the right conversations with the most impactful physicians treating patients in need. This win highlights the power of pairing differentiated claims with our reference and affiliation data.
•
A medical malpractice insurer expanded its relationship with Definitive Healthcare in a six-figure upsell secured with its renewal, roughly doubling its overall spend. The customer now uses our reference and affiliation data as the data foundation for its underwriting and risk modeling, while all-payor claims inform where to focus growth, replacing outdated legacy risk indicators. A direct Snowflake share that replaced manual file transfers was also a key factor, underscoring the value of our integrations.

 


 

Financial Guidance and Conference Call

As previously announced on September 2, 2026, the Special Committee of the Board of Directors, consisting solely of independent and disinterested directors, received a non-binding indication of interest from Advent International, L.P. (“Advent”) to acquire all outstanding shares of the Company’s Class A common stock and all outstanding limited liability company interests of AIDH TopCo, LLC, in each case, not already owned by Advent or Jason Krantz, the Company’s founder and Executive Chairman. In light of this development, Definitive Healthcare will not provide financial guidance or host a conference call to discuss its third-quarter 2026 financial results.

About Definitive Healthcare

Definitive Healthcare is a data and analytics company focused on the business side of healthcare. The healthcare market is complex — our data makes it clearer. We cut through the noise to deliver the insights that healthcare organizations and companies need to make smarter, faster, more strategic decisions. Because when our customers succeed, healthcare gets better for everyone. Learn more at definitivehc.com.

 


 

Forward-Looking Statements

This 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,” “will,” “should,” “may,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “assumes,” “would,” “potentially” or similar words or variations thereof, or the negative thereof, references to future periods, or by the inclusion of forecasts or projections, but these terms are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding our outlook, financial guidance, the benefits of our healthcare commercial intelligence solutions, our overall future prospects, customer behaviors and use of our solutions, the market, industry and macroeconomic environment, our plans to improve our operational and financial performance and our business, our ability to execute on our plans, expectations regarding the non-binding acquisition proposal submitted by Advent or any alternatives thereto, customer growth, including our upsell and cross-sell opportunities, and our ability to successfully transition executive leadership.

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: global geopolitical tension and difficult macroeconomic conditions; actual or potential changes in international, national, regional and local economic, business and financial conditions, including tariffs, sanctions, trade barriers, recessions, fluctuating inflation, high interest rates, volatility in the capital markets and related market uncertainty; uncertainties as to whether we enter into any transaction with Advent or any other party, and, if so, the timing and our ability to realize the anticipated benefits thereof, and the effects of any of the foregoing on relationships with employees, clients or other business partners; 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 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; our ability to successfully transition executive leadership, including

 


 

any disruptions to our business and uncertainty among our clients, employees and investors as a result of our Chief Executive Officer transition; 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 Quarterly Report on Form 10-Q for the three months ended September 30, 2026 that will be filed following this earnings release, as well as our 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 U.S. Securities and Exchange Commission (“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 definitivehc.com. Accordingly, you should monitor the investor relations portion of our website at 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 ir.definitivehc.com.

 


 

Non-GAAP Financial Measures

This earnings release contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including Unlevered Free Cash Flow, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income, Adjusted Net Income and Adjusted Net Income Per Diluted Share. 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. 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 is 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. A reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included at the end of this press release. 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.

These non-GAAP financial measures are not required by or prepared in accordance with GAAP. These are supplemental financial measures of our performance and should not be considered substitutes for cash provided by operating activities, loss from operations, net loss, net income margin, gross profit, gross margin, or any other measure derived in accordance with GAAP.

Reconciliations to Certain Non-GAAP Measures

Unlevered Free Cash Flow

We define Unlevered Free Cash Flow as net cash provided by operating activities less purchases of property, equipment and data assets, plus cash interest expense, and cash payments related to transaction, integration, and restructuring expenses, earnouts, and other non-core items paid in cash. Unlevered Free Cash Flow does not represent residual cash flow available for discretionary expenditures since, among other things, we have mandatory debt service requirements.

 


 

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

We define EBITDA as earnings before debt-related costs, including interest expense (income), net, and loss on partial 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, net, equity-based compensation, transaction, integration, and restructuring expenses, goodwill impairments and other non-core expenses. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA and Adjusted EBITDA Margin are key metrics used by management and our board of directors to assess the profitability of our operations. We believe that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to help investors to assess our operating performance because these metrics eliminate non-core 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.

Adjusted Gross Profit and Adjusted Gross Margin

We define Adjusted Gross Profit as gross profit excluding acquisition-related amortization and equity-based compensation costs and Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of revenue. Adjusted Gross Profit and Adjusted Gross Margin are key metrics used by management and our board of directors to assess our operations. We exclude acquisition-related depreciation and amortization expenses as they have no direct correlation to the cost of operating our business on an ongoing basis. A small portion of equity-based compensation is included in cost of revenue in accordance with GAAP but is excluded from our Adjusted Gross Profit calculations due to its non-cash nature.

Adjusted Operating Income

We define Adjusted Operating Income as loss from operations plus acquisition-related amortization, equity-based compensation, transaction, integration, and restructuring expenses, goodwill impairments and other non-core expenses.

Adjusted Net Income and Adjusted Net Income Per Diluted Share

We define Adjusted Net Income as Adjusted Operating Income less interest expense, net, recurring income tax (provision) benefit, foreign currency (loss) gain, and tax impacts of adjustments. We define Adjusted Net Income Per Diluted Share as Adjusted Net Income divided by diluted outstanding shares.

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 Denyeau

ICR for Definitive Healthcare

brian.denyeau@icrinc.com

646-277-1251

Media Contact:

Bethany Swackhamer
bswackhamer@definitivehc.com

 

 


 

 

Definitive Healthcare Corp.

 

Condensed Consolidated Balance Sheets

 

(in thousands, except number of shares and par value; unaudited)

 

 

 

 

 

 

 

 

 

 

September 30, 2026

 

 

December 31, 2025

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

177,138

 

 

$

163,627

 

Short-term investments

 

 

12,849

 

 

 

17,262

 

Accounts receivable, net

 

 

29,508

 

 

 

51,978

 

Prepaid expenses and other assets

 

 

12,576

 

 

 

11,972

 

Deferred contract costs

 

 

11,660

 

 

 

12,766

 

Total current assets

 

 

243,731

 

 

 

257,605

 

Property and equipment, net

 

 

15,151

 

 

 

12,680

 

Operating lease right-of-use assets, net

 

 

3,749

 

 

 

5,394

 

Other assets

 

 

3,734

 

 

 

2,277

 

Deferred contract costs

 

 

10,941

 

 

 

12,840

 

Intangible assets, net

 

 

211,344

 

 

 

247,477

 

Goodwill

 

 

—

 

 

 

197,219

 

Total assets

 

$

488,650

 

 

$

735,492

 

Liabilities and Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

 

5,826

 

 

 

3,596

 

Accrued expenses and other liabilities

 

 

26,433

 

 

 

44,773

 

Deferred revenue

 

 

80,540

 

 

 

96,989

 

Term loan

 

 

8,750

 

 

 

8,750

 

Operating lease liabilities

 

 

2,611

 

 

 

2,679

 

Total current liabilities

 

 

124,160

 

 

 

156,787

 

Long term liabilities:

 

 

 

 

 

 

Deferred revenue

 

 

137

 

 

 

2,383

 

Term loan

 

 

149,785

 

 

 

156,085

 

Operating lease liabilities

 

 

3,129

 

 

 

5,152

 

Tax Receivable Agreement liability

 

 

11,808

 

 

 

19,212

 

Deferred tax liabilities

 

 

10,502

 

 

 

14,634

 

Other liabilities

 

 

666

 

 

 

2,247

 

Total liabilities

 

 

300,187

 

 

 

356,500

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Class A common stock, par value $0.001, 600,000,000 shares authorized, 106,917,881 and 104,020,957 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively

 

 

107

 

 

 

104

 

Class B common stock, par value $0.00001, 65,000,000 shares authorized, 38,094,660 and 38,339,076 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively

 

 

—

 

 

 

—

 

Additional paid-in capital

 

 

1,073,725

 

 

 

1,061,965

 

Accumulated other comprehensive deficit

 

 

(1,057

)

 

 

(1,450

)

Accumulated deficit

 

 

(927,441

)

 

 

(779,506

)

Noncontrolling interests

 

 

43,129

 

 

 

97,879

 

Total equity

 

 

188,463

 

 

 

378,992

 

Total liabilities and equity

 

$

488,650

 

 

$

735,492

 

 


 

 

 

Definitive Healthcare Corp.

 

Condensed Consolidated Statements of Operations

 

(in thousands, except share amounts and per share data; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

2025

 

 

2026

 

2025

 

Revenue

 

$

54,650

 

$

60,046

 

 

$

165,774

 

$

179,987

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

Cost of revenue exclusive of amortization (1)

 

 

8,595

 

 

9,069

 

 

 

27,368

 

 

28,010

 

Amortization

 

 

3,825

 

 

4,984

 

 

 

13,985

 

 

15,611

 

Gross profit

 

 

42,230

 

 

45,993

 

 

 

124,421

 

 

136,366

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Sales and marketing (1)

 

 

18,717

 

 

20,380

 

 

 

57,453

 

 

61,502

 

Product development (1)

 

 

6,669

 

 

7,553

 

 

 

19,924

 

 

24,822

 

General and administrative (1)

 

 

12,794

 

 

12,364

 

 

 

35,684

 

 

37,306

 

Depreciation and amortization

 

 

8,793

 

 

9,076

 

 

 

25,660

 

 

26,604

 

Transaction, integration, and restructuring expenses

 

 

223

 

 

5,308

 

 

 

1,485

 

 

7,245

 

Goodwill impairment

 

 

-

 

 

-

 

 

 

197,219

 

 

176,531

 

Total operating expenses

 

 

47,196

 

 

54,681

 

 

 

337,425

 

 

334,010

 

Loss from operations

 

 

(4,966

)

 

(8,688

)

 

 

(213,004

)

 

(197,644

)

Other income, net

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(1,352

)

 

(1,331

)

 

 

(4,059

)

 

(2,953

)

Other income (expense), net

 

 

410

 

 

(7,249

)

 

 

7,569

 

 

8,541

 

Total other (expense) income, net

 

 

(942

)

 

(8,580

)

 

 

3,510

 

 

5,588

 

Net loss before income taxes

 

 

(5,908

)

 

(17,268

)

 

 

(209,494

)

 

(192,056

)

Benefit from (provision for) income taxes

 

 

502

 

 

(524

)

 

 

4,282

 

 

9,906

 

Net loss

 

 

(5,406

)

 

(17,792

)

 

 

(205,212

)

 

(182,150

)

Less: Net loss attributable to noncontrolling interests

 

 

(1,514

)

 

(2,954

)

 

 

(57,277

)

 

(52,533

)

Net loss attributable to Definitive Healthcare Corp.

 

$

(3,892

)

$

(14,838

)

 

$

(147,935

)

$

(129,617

)

Net loss per share of Class A common stock:

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.04

)

$

(0.14

)

 

$

(1.40

)

$

(1.20

)

Weighted average Class A common stock outstanding:

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

106,767,169

 

 

103,783,012

 

 

 

105,758,581

 

 

107,760,787

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Amounts include equity-based compensation expense as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

2025

 

 

2026

 

2025

 

Cost of revenue

 

$

93

 

$

157

 

 

$

269

 

$

497

 

Sales and marketing

 

 

1,015

 

 

1,062

 

 

 

3,019

 

 

3,279

 

Product development

 

 

343

 

 

1,299

 

 

 

1,012

 

 

4,454

 

General and administrative

 

 

4,074

 

 

4,166

 

 

 

11,699

 

 

12,753

 

Total equity-based compensation expense

 

$

5,525

 

$

6,684

 

 

$

15,999

 

$

20,983

 

 

 


 

 

Definitive Healthcare Corp.

 

Condensed Consolidated Statements of Cash Flows

 

(in thousands; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Cash flows provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(5,406

)

 

$

(17,792

)

 

$

(205,212

)

 

$

(182,150

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,237

 

 

 

853

 

 

 

3,311

 

 

 

2,312

 

Amortization of intangible assets

 

 

11,381

 

 

 

13,207

 

 

 

36,334

 

 

 

39,903

 

Amortization of deferred contract costs

 

 

3,686

 

 

 

3,996

 

 

 

11,125

 

 

 

11,931

 

Equity-based compensation

 

 

5,525

 

 

 

6,684

 

 

 

15,999

 

 

 

20,983

 

Amortization of debt issuance costs

 

 

208

 

 

 

131

 

 

 

548

 

 

 

380

 

Write-off of deferred offering costs

 

 

—

 

 

 

467

 

 

 

—

 

 

 

467

 

Provision for (recovery of) doubtful accounts receivable

 

 

31

 

 

 

(314

)

 

 

(161

)

 

 

(635

)

Loss on partial extinguishment of debt

 

 

—

 

 

 

—

 

 

 

—

 

 

 

507

 

Non-cash restructuring charges

 

 

—

 

 

 

160

 

 

 

183

 

 

 

352

 

Goodwill impairment charges

 

 

—

 

 

 

—

 

 

 

197,219

 

 

 

176,531

 

Tax Receivable Agreement remeasurement

 

 

(169

)

 

 

7,140

 

 

 

(6,754

)

 

 

(10,623

)

Changes in fair value of contingent consideration

 

 

—

 

 

 

(3,280

)

 

 

—

 

 

 

(3,970

)

Deferred income taxes

 

 

(392

)

 

 

299

 

 

 

(4,394

)

 

 

(10,310

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

1,411

 

 

 

3,477

 

 

 

22,634

 

 

 

19,351

 

Prepaid expenses and other assets

 

 

1,381

 

 

 

749

 

 

 

432

 

 

 

(3,481

)

Deferred contract costs

 

 

(2,333

)

 

 

(3,117

)

 

 

(8,120

)

 

 

(9,376

)

Accounts payable, accrued expenses, and other liabilities

 

 

3,502

 

 

 

12,498

 

 

 

(10,035

)

 

 

353

 

Deferred revenue

 

 

(8,640

)

 

 

(9,471

)

 

 

(18,667

)

 

 

(1,468

)

Net cash provided by operating activities

 

 

11,422

 

 

 

15,687

 

 

 

34,442

 

 

 

51,057

 

Cash flows (used in) provided by investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property, equipment, and data assets

 

 

(2,386

)

 

 

(2,281

)

 

 

(8,530

)

 

 

(12,280

)

Purchases of short-term investments

 

 

—

 

 

 

—

 

 

 

(12,500

)

 

 

(64,065

)

Maturities of short-term investments

 

 

—

 

 

 

26,422

 

 

 

17,326

 

 

 

173,869

 

Net cash (used in) provided by investing activities

 

 

(2,386

)

 

 

24,141

 

 

 

(3,704

)

 

 

97,524

 

Cash flows (used in) provided by financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Repayments of term loan

 

 

(2,188

)

 

 

(2,187

)

 

 

(6,563

)

 

 

(250,625

)

Proceeds from term loan

 

 

—

 

 

 

—

 

 

 

—

 

 

 

175,000

 

Payments of debt issuance costs

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,660

)

Taxes paid related to net share settlement of equity awards

 

 

(251

)

 

 

(1,063

)

 

 

(1,697

)

 

 

(3,546

)

Repurchases of Class A common stock

 

 

—

 

 

 

(9,221

)

 

 

—

 

 

 

(49,452

)

Payments under Tax Receivable Agreement

 

 

—

 

 

 

—

 

 

 

(8,077

)

 

 

(13,767

)

Member distributions

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(2,827

)

Net cash used in financing activities

 

 

(2,439

)

 

 

(12,471

)

 

 

(16,337

)

 

 

(146,877

)

Net increase in cash and cash equivalents

 

 

6,597

 

 

 

27,357

 

 

 

14,401

 

 

 

1,704

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(325

)

 

 

(24

)

 

 

(890

)

 

 

1,235

 

Cash and cash equivalents, beginning of period

 

 

170,866

 

 

 

80,984

 

 

 

163,627

 

 

 

105,378

 

Cash and cash equivalents, end of period

 

$

177,138

 

 

$

108,317

 

 

$

177,138

 

 

$

108,317

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

2,452

 

 

$

2,870

 

 

$

7,370

 

 

$

8,071

 

Income taxes, net of refunds received

 

$

128

 

 

$

176

 

 

$

328

 

 

$

208

 

Supplemental disclosure of non-cash investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures included in accounts payable and accrued expenses and other liabilities

 

$

2,198

 

 

$

6,711

 

 

$

2,198

 

 

$

6,711

 

 

 


 

Definitive Healthcare Corp.

Reconciliations of Non-GAAP Financial Measures to Closest GAAP Equivalent

 

Reconciliation of GAAP Operating Cash Flow to Unlevered Free Cash Flow

 

(in thousands; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net cash provided by operating activities

$

11,422

 

 

$

15,687

 

 

$

34,442

 

 

$

51,057

 

Purchases of property, equipment, and data assets

 

(2,386

)

 

 

(2,281

)

 

 

(8,530

)

 

 

(12,280

)

Interest paid in cash

 

2,452

 

 

 

2,870

 

 

 

7,370

 

 

 

8,071

 

Transaction, integration, and restructuring expenses paid in cash (a)

 

223

 

 

 

547

 

 

 

4,683

 

 

 

2,982

 

Other non-core items paid in cash (b)

 

1,307

 

 

 

1,118

 

 

 

4,627

 

 

 

2,514

 

Unlevered Free Cash Flow

$

13,018

 

 

$

17,941

 

 

$

42,592

 

 

$

52,344

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Transaction and integration expenses paid in cash primarily represent legal, accounting, and consulting expenses related to our acquisitions. Restructuring expenses paid in cash relate to our restructuring plans.
(b) Non-core items paid in cash represent expenses driven by events that are typically by nature one-time, non-operational, and unrelated to our core operations.

 

 

Reconciliation of GAAP Net Loss to Adjusted Net Income and

 

GAAP Operating Loss to Adjusted Operating Income

 

(in thousands, except share and per share amounts; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net loss

$

(5,406

)

 

$

(17,792

)

 

$

(205,212

)

 

$

(182,150

)

Add: Income tax (benefit) provision

 

(502

)

 

 

524

 

 

 

(4,282

)

 

 

(9,906

)

Add: Interest expense, net

 

1,352

 

 

 

1,331

 

 

 

4,059

 

 

 

2,953

 

Add: Loss on partial extinguishment from debt

 

—

 

 

 

—

 

 

 

—

 

 

 

507

 

Add: Other (income) expense, net

 

(410

)

 

 

7,249

 

 

 

(7,569

)

 

 

(9,048

)

Loss from operations

 

(4,966

)

 

 

(8,688

)

 

 

(213,004

)

 

 

(197,644

)

Add: Amortization of intangible assets acquired through business combinations

 

9,660

 

 

 

11,447

 

 

 

31,465

 

 

 

33,857

 

Add: Equity-based compensation

 

5,525

 

 

 

6,684

 

 

 

15,999

 

 

 

20,983

 

Add: Transaction, integration, and restructuring expenses

 

223

 

 

 

5,308

 

 

 

1,485

 

 

 

7,245

 

Add: Goodwill impairment charge

 

—

 

 

 

—

 

 

 

197,219

 

 

 

176,531

 

Add: Other non-core items

 

2,345

 

 

 

1,585

 

 

 

4,348

 

 

 

2,981

 

Adjusted Operating Income

 

12,787

 

 

 

16,336

 

 

 

37,512

 

 

 

43,953

 

Less: Interest expense, net

 

(1,352

)

 

 

(1,331

)

 

 

(4,059

)

 

 

(2,953

)

Less: Recurring income tax benefit (provision)

 

502

 

 

 

(524

)

 

 

720

 

 

 

(628

)

Less: Foreign currency gain (loss)

 

241

 

 

 

(109

)

 

 

815

 

 

 

(1,575

)

Less: Tax impacts of adjustments to net loss

 

(3,424

)

 

 

(4,699

)

 

 

(10,204

)

 

 

(12,476

)

Adjusted Net Income

$

8,754

 

 

$

9,673

 

 

$

24,784

 

 

$

26,321

 

Shares for Adjusted Net Income Per Diluted Share (a)

 

144,861,827

 

 

 

145,061,468

 

 

 

143,931,922

 

 

 

146,742,334

 

Adjusted Net Income Per Share

$

0.06

 

 

$

0.07

 

 

$

0.17

 

 

$

0.18

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 166,272,177 and 156,580,614 as of September 30, 2026 and 2025, respectively.

 

 

 


 

 

 

Reconciliation of GAAP Gross Profit and Margin to Adjusted Gross Profit and Margin

 

(in thousands, except percentages; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

(in thousands)

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

Reported gross profit and margin

 

$

42,230

 

 

 

77

%

 

$

45,993

 

 

 

77

%

 

$

124,421

 

 

 

75

%

 

$

136,366

 

 

 

76

%

Amortization of intangible assets acquired through business
   combinations

 

 

2,104

 

 

 

4

%

 

 

3,224

 

 

 

5

%

 

 

9,116

 

 

 

5

%

 

 

9,565

 

 

 

5

%

Equity compensation costs

 

 

93

 

 

 

0

%

 

 

157

 

 

 

0

%

 

 

269

 

 

 

0

%

 

 

497

 

 

 

0

%

Adjusted gross profit and margin

 

$

44,427

 

 

 

81

%

 

$

49,374

 

 

 

82

%

 

$

133,806

 

 

 

81

%

 

$

146,428

 

 

 

81

%

 

Reconciliation of GAAP Net Loss and Margin to Adjusted EBITDA and Margin

 

(in thousands, except percentages; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

2025

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

% of Revenue

 

Amount

 

% of Revenue

 

Net loss and margin

$

(5,406

)

 

 

(10

)%

 

$

(17,792

)

 

 

(30

)%

 

$

(205,212

)

 

(124

)%

$

(182,150

)

 

(101

)%

Interest expense, net

 

1,352

 

 

 

2

%

 

 

1,331

 

 

 

2

%

 

 

4,059

 

 

2

%

 

2,953

 

 

2

%

(Benefit from) provision for income taxes

 

(502

)

 

 

(1

)%

 

 

524

 

 

 

1

%

 

 

(4,282

)

 

(3

)%

 

(9,906

)

 

(6

)%

Loss on partial extinguishment of debt

 

—

 

 

 

0

%

 

 

—

 

 

 

0

%

 

 

—

 

 

0

%

 

507

 

 

0

%

Depreciation & amortization

 

12,618

 

 

 

23

%

 

 

14,060

 

 

 

23

%

 

 

39,645

 

 

24

%

 

42,215

 

 

23

%

EBITDA and margin

 

8,062

 

 

 

15

%

 

 

(1,877

)

 

 

(3

)%

 

 

(165,790

)

 

(100

)%

 

(146,381

)

 

(81

)%

Other (income) expense, net (a)

 

(410

)

 

 

(1

)%

 

 

7,249

 

 

 

12

%

 

 

(7,569

)

 

(5

)%

 

(9,048

)

 

(5

)%

Equity-based compensation (b)

 

5,525

 

 

 

10

%

 

 

6,684

 

 

 

11

%

 

 

15,999

 

 

10

%

 

20,983

 

 

12

%

Transaction, integration, and restructuring expenses (c)

 

223

 

 

 

0

%

 

 

5,308

 

 

 

9

%

 

 

1,485

 

 

1

%

 

7,245

 

 

4

%

Goodwill impairment (d)

 

—

 

 

 

0

%

 

 

—

 

 

 

0

%

 

 

197,219

 

 

119

%

 

176,531

 

 

98

%

Other non-core items (e)

 

2,345

 

 

 

4

%

 

 

1,585

 

 

 

3

%

 

 

4,348

 

 

3

%

 

2,981

 

 

2

%

Adjusted EBITDA and margin

$

15,745

 

 

 

29

%

 

$

18,949

 

 

 

32

%

 

$

45,692

 

 

28

%

$

52,311

 

 

29

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 consist primarily of legal, accounting, consulting, and other costs incurred in connection with acquisitions and strategic partnerships, including fair value adjustments related to contingent consideration. For the periods presented, these expenses include a first quarter 2026 adjustment from the favorable settlement of a significant data contract terminated in 2025 in connection with the integration of a prior acquisition, and a second quarter 2026 adjustment related to the settlement of an earnout matter. Restructuring expenses consist primarily of severance and other employee separation benefits under the Company’s restructuring plans, as well as impairment and other charges related to office closures, relocations, and consolidations.

 

 

 


 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

(in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

Merger and acquisition due diligence and transaction costs

 

$

223

 

 

$

3,341

 

 

$

2,419

 

 

$

4,789

 

 

Integration costs

 

 

—

 

 

 

5,087

 

 

 

(2,169

)

 

 

6,046

 

 

Fair value adjustment for contingent consideration

 

 

—

 

 

 

(3,280

)

 

 

—

 

 

 

(3,970

)

 

Restructuring charges for severance and other separation costs

 

 

—

 

 

 

—

 

 

 

1,052

 

 

 

28

 

 

Office closure and relocation restructuring charges and impairments

 

 

—

 

 

 

160

 

 

 

183

 

 

 

352

 

 

Total transaction, integration, and restructuring expenses

 

$

223

 

 

$

5,308

 

 

$

1,485

 

 

$

7,245

 

 

 


 

 


 

(d) Goodwill impairment represents non-cash, pre-tax, goodwill impairment charges. We experienced declines in our market capitalization as a result of sustained decreases in our stock price, which represented triggering events requiring our management to perform quantitative goodwill impairment tests as of the end of the first quarters of 2026 and 2025. As a result of the impairment tests conducted, we determined that the fair value of our single reporting unit was lower than its carrying value and, accordingly, recorded the impairment charges.

 

(e) Other non-core items represent expenses driven by events that are typically by nature one-time, non-operational, and/or unrelated to our core operations. These expenses are comprised of non-core legal, regulatory and advisory costs isolated to unique and extraordinary litigation, legal, regulatory, and other matters that are not considered normal and recurring business activity, including professional fees in connection with the evaluation of strategic, financial, tax, and capital structure alternatives. Other non-core items also include consulting fees and severance costs associated with strategic transition initiatives, as well as other non-core items.

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

(in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

Non-core legal, regulatory, and advisory

 

$

1,385

 

 

$

340

 

 

$

3,340

 

 

$

371

 

 

Consulting and severance costs for strategic transition initiatives

 

 

1,038

 

 

 

713

 

 

 

1,038

 

 

 

1,671

 

 

Other non-core expenses

 

 

(78

)

 

 

532

 

 

 

(30

)

 

 

939

 

 

Total other non-core items

 

$

2,345

 

 

$

1,585

 

 

$

4,348

 

 

$

2,981