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United States securities and exchange commission logo
April 24, 2023
Richard Booth
Chief Financial Officer
Definitive Healthcare Corp.
492 Old Connecticut Path, Suite 401
Framingham, MA 01701
Re: Definitive
Healthcare Corp.
Form 10-K for the
Fiscal Year ended December 31, 2022
Filed February 27,
2023
File No. 001-40815
Dear Richard Booth:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 48
1. We note that you
reconcile from gross profit to the non-GAAP Adjusted Gross Profit
measure, although also
present Adjusted Gross Margin, representing Adjusted Gross
Profit as a percentage
of revenue, without a comparable GAAP measure.
Please expand your
discussion and analysis to present with equal or greater prominence
a corresponding gross
margin percentage based on your GAAP measure of gross profit to
comply with Item
10(e)(1)(i) of Regulation S-K.
Results of Operations, page 53
2. We note that you
identify multiple factors associated with changes in revenue and cost of
revenue for 2022
without quantifying the changes attributable to each factor.
Richard Booth
Definitive Healthcare Corp.
April 24, 2023
Page 2
For example, in discussing revenue you state that the increase was
"...primarily due to net
expansion with existing customers, as well as organic additions of new
customers, and the
addition of new customers resulting from the acquisition of Analytical
Wizards;" and in
discussing cost of revenue you state that the increase was
"...primarily due to increased
data and hosting fees, increases in employee benefit and insurance
costs and, to a lesser
extent, incremental personnel costs resulting from the acquisition of
Analytical Wizards,
partially offset by lower amortization of acquired technology costs."
We believe that you should address changes in your results of
operations in both
qualitative and quantitative terms to comply with Item 303(b) of
Regulation S-K; this
would ordinarily require quantification of each material factor,
including offsetting
factors, that are reflected in the line items being discussed.
The guidance in subparagraphs (b)(2)(i) and (iii) further clarify that
this should include the
effects of unusual or infrequent events or transactions and
significant economic changes
that materially affected income from continuing operations; and the
extent to which
material changes in revenues are attributable to changes in prices,
changes in the volumes
of goods or services sold, and to the introduction of new products or
services.
Please submit the revisions that you propose to address the
aforementioned guidance.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jenifer Gallagher, Staff Accountant at (202) 551-3706 or
John
Cannarella, Staff Accountant at (202) 551-3337 with any questions.
FirstName LastNameRichard Booth Sincerely,
Comapany NameDefinitive Healthcare Corp.
Division of
Corporation Finance
April 24, 2023 Page 2 Office of
Energy & Transportation
FirstName LastName