EX-99.1 2 dh-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

 

 

Definitive Healthcare Reports Financial Results for First Quarter Fiscal Year 2025

First Quarter Revenue Exceeded Guidance

Framingham, MA (May 8, 2025) Definitive Healthcare Corp. (“Definitive Healthcare” or the “Company”) (Nasdaq: DH), an industry leader in healthcare commercial intelligence, today announced financial results for the quarter ended March 31, 2025.

First Quarter 2025 Financial Highlights:

Revenue was $59.2 million, a decrease of 7% from $63.5 million in Q1 2024.

 

Net Loss, inclusive of goodwill impairment charges of $176.5 million, was $(155.1) million, or (262)% of revenue, compared to $(12.7) million or (20)% of revenue in Q1 2024.

 

Adjusted Net Income was $7.0 million, compared to $13.0 million in Q1 2024.

 

Adjusted EBITDA was $14.7 million, or 25% of revenue, compared to $20.0 million, or 32% of revenue in Q1 2024.

 

Cash Flow from Operations was $26.1 million in the quarter.

 

Unlevered Free Cash Flow was $22.9 million in the quarter.

 

“We delivered first quarter results above the high end of our guidance for both revenue and earnings, reflecting solid new logo momentum across markets, and our continued focus on operational efficiency,” said Kevin Coop, CEO of Definitive Healthcare. “Even with rising macroeconomic uncertainty, we remain firmly on track to meet our full-year financial targets.”

 


 

Recent Business and Operating Highlights:

Customer Wins

In the first 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 California-based medical device company, focused on continuous patient monitoring, recently selected our Carevoyance platform to equip their sales team with the insights and data they need to identify high-value targets, including ambulatory surgery centers and hospitals.
A regional health system in the Southern US recently selected our Populi platform to support new service line expansions, physician recruitment, and telemedicine growth opportunities, along with competitive intelligence and insights on technology adoption.
A leading office supply company recently returned to Definitive Healthcare after switching to a competitor in 2023. The decision was driven by our comprehensive data on hospitals, health systems, and post-acute care organizations, our robust affiliations and hierarchy insights that were critical for their enterprise sales team, and our ability to easily integrate with Salesforce.com.
As we expand our focus on digital marketing activation partnerships, we recently signed two leading healthcare advertising agencies. Both agencies are currently ramping, and we expect to see momentum continuing to build in the second half of 2025.

 


 

Business Outlook

Based on information as of May 8, 2025, the Company is issuing the following financial guidance.

Second Quarter 2025:

Revenue is expected to be in the range of $58.5 – $60.0 million.
Adjusted Operating Income is expected to be in the range of $12.0 – $13.0 million.
Adjusted EBITDA is expected to be in the range of $15.0 – $16.0 million, and 25 – 27% adjusted EBITDA margin.
Adjusted Net Income is expected to be $6.5 – $7.5 million.
Adjusted Net Income Per Diluted Share is expected to be $0.04 to $0.05 per share on approximately 147.9 million weighted-average shares outstanding.

Full Year 2025:

Revenue is expected to be in the range of $234.0 – $240.0 million, raising the bottom end of our prior range by $4.0 million.
Adjusted Operating Income is expected to be in the range of $49.0 – $53.0 million.
Adjusted EBITDA is expected to be in the range of $61.0 – $65.0 million, for a full-year adjusted EBITDA margin ranging from 26 – 28%.
Adjusted Net Income is expected to be $30.0 – $34.0 million.
Adjusted Net Income Per Diluted Share is expected to be $0.20 – $0.23 per share on approximately 148.8 million weighted-average shares outstanding.

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 in predicting 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.

 


 

Conference Call Information

Definitive Healthcare will host a conference call today May 8, 2025, 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 June 7, 2025, 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 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. 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, 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; 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; the possibility that our security measures are breached or unauthorized access to data is otherwise obtained; and the risks of being required to collect sales or other related taxes for subscriptions to our platform in jurisdictions where we have not historically done so.

 


 

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 March 31, 2025 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 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 earnings 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. 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. 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.

We refer to 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 as non-GAAP financial measures. These non-GAAP financial measures are not required by or 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 cash provided by (used in) operating activities, loss from operations, net (loss) income, net (loss) income margin, gross profit, gross margin, or any other measure derived in accordance with GAAP.

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

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.

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.

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.

We define Adjusted Net Income as Adjusted Operating Income less interest (expense), income net, recurring income tax (provision) benefit, foreign currency gain (loss), 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

[email protected]

646-277-1251

Media Contact:

Bethany Swackhamer
[email protected]

 

 


 

 

Definitive Healthcare Corp.

 

Condensed Consolidated Balance Sheets

 

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

 

 

 

 

 

 

 

 

 

 

March 31, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

106,099

 

 

$

105,378

 

Short-term investments

 

 

94,574

 

 

 

184,786

 

Accounts receivable, net

 

 

42,923

 

 

 

53,232

 

Prepaid expenses and other assets

 

 

16,173

 

 

 

13,040

 

Deferred contract costs

 

 

13,673

 

 

 

13,736

 

Total current assets

 

 

273,442

 

 

 

370,172

 

Property and equipment, net

 

 

9,483

 

 

 

3,791

 

Operating lease right-of-use assets, net

 

 

6,982

 

 

 

7,521

 

Other assets

 

 

2,991

 

 

 

2,300

 

Deferred contract costs

 

 

14,299

 

 

 

14,389

 

Intangible assets, net

 

 

284,708

 

 

 

297,933

 

Goodwill

 

 

216,752

 

 

 

393,283

 

Total assets

 

$

808,657

 

 

$

1,089,389

 

Liabilities and Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

 

8,218

 

 

 

10,763

 

Accrued expenses and other liabilities

 

 

26,963

 

 

 

40,896

 

Deferred revenue

 

 

109,724

 

 

 

93,344

 

Term loan

 

 

8,750

 

 

 

13,750

 

Operating lease liabilities

 

 

2,422

 

 

 

2,408

 

Total current liabilities

 

 

156,077

 

 

 

161,161

 

Long term liabilities:

 

 

 

 

 

 

Deferred revenue

 

 

2,790

 

 

 

32

 

Term loan

 

 

162,385

 

 

 

229,368

 

Operating lease liabilities

 

 

7,051

 

 

 

7,586

 

Tax receivable agreements liability

 

 

23,124

 

 

 

49,511

 

Deferred tax liabilities

 

 

13,912

 

 

 

25,088

 

Other liabilities

 

 

7,413

 

 

 

9,449

 

Total liabilities

 

 

372,752

 

 

 

482,195

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Class A Common Stock, par value $0.001, 600,000,000 shares authorized, 109,646,157 and 113,953,554 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

 

 

110

 

 

 

114

 

Class B Common Stock, par value $0.00001, 65,000,000 shares authorized, 38,997,184 and 38,995,217 shares issued and outstanding, respectively, at March 31, 2025, and 39,439,198 and 39,375,806 shares issued and outstanding, respectively, at December 31, 2024

 

 

 

 

 

 

Additional paid-in capital

 

 

1,071,732

 

 

 

1,085,445

 

Accumulated other comprehensive deficit

 

 

(1,264

)

 

 

(610

)

Accumulated deficit

 

 

(747,802

)

 

 

(640,574

)

Noncontrolling interests

 

 

113,129

 

 

 

162,819

 

Total equity

 

 

435,905

 

 

 

607,194

 

Total liabilities and equity

 

$

808,657

 

 

$

1,089,389

 

 


 

 

 

Definitive Healthcare Corp.

Condensed Consolidated Statements of Operations

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

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

2025

 

 

2024

 

 

Revenue

 

$

59,191

 

 

$

63,480

 

 

Cost of revenue:

 

 

 

 

 

 

 

Cost of revenue exclusive of amortization (1)

 

 

10,141

 

 

 

9,736

 

 

Amortization

 

 

5,290

 

 

 

3,362

 

 

Gross profit

 

 

43,760

 

 

 

50,382

 

 

Operating expenses:

 

 

 

 

 

 

 

Sales and marketing (1)

 

 

20,653

 

 

 

21,760

 

 

Product development (1)

 

 

9,301

 

 

 

10,132

 

 

General and administrative (1)

 

 

12,269

 

 

 

16,883

 

 

Depreciation and amortization

 

 

8,527

 

 

 

9,322

 

 

Transaction, integration, and restructuring expenses

 

 

1,265

 

 

 

8,534

 

 

Goodwill impairment

 

 

176,531

 

 

 

-

 

 

Total operating expenses

 

 

228,546

 

 

 

66,631

 

 

Loss from operations

 

 

(184,786

)

 

 

(16,249

)

 

Other (expense) income, net

 

 

 

 

 

 

 

Interest (expense) income, net

 

 

(381

)

 

 

111

 

 

Other income, net

 

 

19,188

 

 

 

2,640

 

 

Total other income, net

 

 

18,807

 

 

 

2,751

 

 

Net loss before income taxes

 

 

(165,979

)

 

 

(13,498

)

 

Benefit from income taxes

 

 

10,886

 

 

 

780

 

 

Net loss

 

 

(155,093

)

 

 

(12,718

)

 

Less: Net loss attributable to noncontrolling interests

 

 

(47,865

)

 

 

(3,200

)

 

Net loss attributable to Definitive Healthcare Corp.

 

$

(107,228

)

 

$

(9,518

)

 

Net loss per share of Class A Common Stock:

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.95

)

 

$

(0.08

)

 

Weighted average Class A Common Stock outstanding:

 

 

 

 

 

 

 

Basic and diluted

 

 

112,782,505

 

 

 

117,433,520

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

2025

 

 

2024

 

 

Cost of revenue

 

$

160

 

 

$

271

 

 

Sales and marketing

 

 

1,179

 

 

 

2,271

 

 

Product development

 

 

1,739

 

 

 

2,761

 

 

General and administrative

 

 

4,241

 

 

 

10,279

 

 

Total equity-based compensation expense

 

$

7,319

 

 

$

15,582

 

 

 

 


 

 

Definitive Healthcare Corp.

 

Condensed Consolidated Statements of Cash Flows

 

(in thousands; unaudited)

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

Cash flows provided by (used in) operating activities:

 

 

 

 

 

 

Net loss

 

$

(155,093

)

 

$

(12,718

)

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

 

 

 

 

 

 

Depreciation and amortization

 

 

591

 

 

 

554

 

Amortization of intangible assets

 

 

13,226

 

 

 

12,130

 

Amortization of deferred contract costs

 

 

3,947

 

 

 

3,692

 

Equity-based compensation

 

 

7,319

 

 

 

15,582

 

Amortization of debt issuance costs

 

 

126

 

 

 

176

 

(Benefit from) provision for doubtful accounts receivable

 

 

(142

)

 

 

211

 

Loss on partial extinguishment of debt

 

 

507

 

 

 

 

Non-cash restructuring charges

 

 

192

 

 

 

 

Goodwill impairment charges

 

 

176,531

 

 

 

 

Tax receivable agreement remeasurement

 

 

(20,664

)

 

 

(2,267

)

Changes in fair value of contingent consideration

 

 

(690

)

 

 

270

 

Deferred income taxes

 

 

(11,007

)

 

 

(847

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

10,351

 

 

 

2,999

 

Prepaid expenses and other assets

 

 

(5,683

)

 

 

(1,399

)

Deferred contract costs

 

 

(3,794

)

 

 

(2,699

)

Contingent consideration

 

 

 

 

 

(602

)

Accounts payable, accrued expenses, and other liabilities

 

 

(8,745

)

 

 

(8,231

)

Deferred revenue

 

 

19,094

 

 

 

9,738

 

Net cash provided by operating activities

 

 

26,066

 

 

 

16,589

 

Cash flows (used in) provided by investing activities:

 

 

 

 

 

 

Purchases of property, equipment, and other assets

 

 

(7,706

)

 

 

(266

)

Purchases of short-term investments

 

 

(12,000

)

 

 

(83,826

)

Maturities of short-term investments

 

 

103,251

 

 

 

73,588

 

Cash paid for acquisitions, net of cash acquired

 

 

 

 

 

(13,530

)

Net cash provided by (used in) investing activities

 

 

83,545

 

 

 

(24,034

)

Cash flows used in financing activities:

 

 

 

 

 

 

Repayments of term loan

 

 

(246,250

)

 

 

(3,438

)

Proceeds from term loan

 

 

175,000

 

 

 

 

Payments of debt issuance costs

 

 

(1,660

)

 

 

 

Taxes paid related to net share settlement of equity awards

 

 

(1,874

)

 

 

(5,806

)

Repurchases of Class A Common Stock

 

 

(21,155

)

 

 

 

Payments of contingent consideration

 

 

 

 

 

(1,000

)

Payments under tax receivable agreement

 

 

(13,767

)

 

 

(6,950

)

Net cash used in financing activities

 

 

(109,706

)

 

 

(17,194

)

Net decrease in cash and cash equivalents

 

 

(95

)

 

 

(24,639

)

Effect of exchange rate changes on cash and cash equivalents

 

 

816

 

 

 

(343

)

Cash and cash equivalents, beginning of period

 

 

105,378

 

 

 

130,976

 

Cash and cash equivalents, end of period

 

$

106,099

 

 

$

105,994

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

2,242

 

 

$

3,642

 

Income taxes

 

$

32

 

 

$

 

Acquisitions:

 

 

 

 

 

 

Net assets acquired, net of cash acquired

 

$

 

 

$

13,675

 

Working capital adjustment receivable

 

 

 

 

 

(145

)

Net cash paid for acquisitions

 

$

 

 

$

13,530

 

Supplemental disclosure of non-cash investing activities:

 

 

 

 

 

 

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

 

$

5,393

 

 

$

 

 

 


 

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 March 31,

 

 

 

2025

 

 

2024

 

 

Net cash provided by operating activities

$

26,066

 

 

$

16,589

 

 

Purchases of property, equipment, and other assets

 

(7,706

)

 

 

(266

)

 

Interest paid in cash

 

2,242

 

 

 

3,642

 

 

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

 

1,763

 

 

 

8,264

 

 

Earnout payment (b)

 

 

 

 

602

 

 

Other non-core items (c)

 

560

 

 

 

(528

)

 

Unlevered Free Cash Flow

$

22,925

 

 

$

28,303

 

 

 

 

 

 

 

 

 

(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) Earnout payment represents final settlement of contingent consideration included in cash flow from operations.
(c) Non-core items 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 March 31,

 

 

 

2025

 

 

2024

 

 

Net loss

$

(155,093

)

 

$

(12,718

)

 

Add: Income tax benefit

 

(10,886

)

 

 

(780

)

 

Add: Interest expense (income), net

 

381

 

 

 

(111

)

 

Add: Loss on partial extinguishment from debt

 

507

 

 

 

 

 

Add: Other income, net

 

(19,695

)

 

 

(2,640

)

 

Loss from operations

 

(184,786

)

 

 

(16,249

)

 

Add: Amortization of intangible assets acquired through business combinations

 

11,089

 

 

 

11,211

 

 

Add: Equity-based compensation

 

7,319

 

 

 

15,582

 

 

Add: Transaction, integration, and restructuring expenses

 

1,265

 

 

 

8,534

 

 

Add: Goodwill impairment charge

 

176,531

 

 

 

 

 

Add: Other non-core items

 

560

 

 

 

(528

)

 

Adjusted Operating Income

 

11,978

 

 

 

18,550

 

 

Less: Interest (expense) income, net

 

(381

)

 

 

111

 

 

Less: Recurring income tax benefit

 

352

 

 

 

780

 

 

Less: Foreign currency (loss) gain

 

(969

)

 

 

373

 

 

Less: Tax impacts of adjustments to net loss

 

(4,008

)

 

 

(6,772

)

 

Adjusted Net Income

$

6,972

 

 

$

13,042

 

 

Shares for Adjusted Net Income Per Diluted Share (a)

 

151,800,030

 

 

 

156,634,698

 

 

Adjusted Net Income Per Share

$

0.05

 

 

$

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 162,079,150 and 164,977,953 as of March 31, 2025 and 2024, respectively.

 

 


 

 

 

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

 

(in thousands, except percentages; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

(in thousands)

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

Reported gross profit and margin

 

$

43,760

 

 

 

74

%

 

$

50,382

 

 

 

79

%

Amortization of intangible assets acquired through business
   combinations

 

 

3,153

 

 

 

5

%

 

 

2,443

 

 

 

4

%

Equity compensation costs

 

 

160

 

 

 

0

%

 

 

271

 

 

 

0

%

Adjusted gross profit and margin

 

$

47,073

 

 

 

80

%

 

$

53,096

 

 

 

84

%

 

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

(in thousands, except percentages; unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

 

Amount

 

 

% of Revenue

 

 

Amount

 

 

% of Revenue

 

 

Net loss and margin

$

(155,093

)

 

 

(262

)%

 

$

(12,718

)

 

 

(20

)%

 

Interest expense (income), net

 

381

 

 

 

1

%

 

 

(111

)

 

 

(0

)%

 

Benefit from income taxes

 

(10,886

)

 

 

(18

)%

 

 

(780

)

 

 

(1

)%

 

Loss on partial extinguishment of debt

 

507

 

 

 

1

%

 

 

 

 

 

0

%

 

Depreciation & amortization

 

13,817

 

 

 

23

%

 

 

12,684

 

 

 

20

%

 

EBITDA and margin

 

(151,274

)

 

 

(256

)%

 

 

(925

)

 

 

(1

)%

 

Other income, net (a)

 

(19,695

)

 

 

(33

)%

 

 

(2,640

)

 

 

(4

)%

 

Equity-based compensation (b)

 

7,319

 

 

 

12

%

 

 

15,582

 

 

 

25

%

 

Transaction, integration, and restructuring expenses (c)

 

1,265

 

 

 

2

%

 

 

8,534

 

 

 

13

%

 

Goodwill impairment (d)

 

176,531

 

 

 

298

%

 

 

 

 

 

0

%

 

Other non-core items (e)

 

560

 

 

 

1

%

 

 

(528

)

 

 

(1

)%

 

Adjusted EBITDA and margin

$

14,706

 

 

 

25

%

 

$

20,023

 

 

 

32

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 and fair value adjustments for contingent consideration related to our acquisitions and strategic partnerships. Restructuring expenses relate to the 2024 Restructuring Plan as well as impairment and restructuring charges related to office closures, relocations, and consolidations.

 

 

 

Three Months Ended March 31,

 

 

(in thousands)

 

2025

 

 

2024

 

 

Merger and acquisition due diligence and transaction costs

 

$

1,178

 

 

$

609

 

 

Integration costs

 

 

557

 

 

 

434

 

 

Fair value adjustment for contingent consideration

 

 

(690

)

 

 

270

 

 

Restructuring charges for severance and other separation costs

 

 

28

 

 

 

7,221

 

 

Office closure and relocation restructuring charges and impairments

 

 

192

 

 

 

 

 

Total transaction, integration and restructuring expenses

 

$

1,265

 

 

$

8,534

 

 

 


 

 


 

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

 

(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 and regulatory costs isolated to unique and extraordinary litigation, legal and regulatory matters that are not considered normal and recurring business activity, including sales tax accrual adjustments inclusive of penalties and interest for sales taxes that we may have been required to collect from customers in certain previous years, and other non-recurring legal and regulatory matters. Other non-core items also include consulting fees and severance costs associated with strategic transition initiatives, as well as professional fees related to financing, capital structure changes, and other non-recurring items.

 

 

 

Three Months Ended March 31,

 

 

(in thousands)

 

2025

 

 

2024

 

 

Non-core legal and regulatory

 

$

53

 

 

$

(865

)

 

Consulting and severance costs for strategic transition initiatives

 

 

168

 

 

 

330

 

 

Other non-core expenses

 

 

339

 

 

 

7

 

 

Total other non-core items

 

$

560

 

 

$

(528

)