PART IIINARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
Definitive Healthcare Corp. (the Company) is
unable to file, without unreasonable effort or expense, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the Q2 2023 Quarterly Report) with the Securities and Exchange
Commission (the SEC) within the prescribed time period.
As previously disclosed, 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 Companys management, and as discussed with Deloitte & Touche LLP (Deloitte &
Touche), the Companys independent registered public accounting firm, concluded that the Companys 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 Companys Annual Report on Form 10-K for the year ended December 31, 2022 (the 2022 Annual Report), and the Companys
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 Companys 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 and should
be restated due to the matters described below.
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.
Despite
working diligently to timely file its Q2 2023 Quarterly Report, the Company will be unable to complete all work necessary to timely file its Q2 2023 Quarterly Report, including the determination of all required adjustments thereto and the
corresponding impact on the financial statements to be included in the Companys Q2 2023 Quarterly Report and evaluation of its internal controls and procedures and disclosure controls and procedures. The Company expects to file its Q2 2023
Quarterly Report with the SEC as soon as practicable, and no later than the fifth calendar day following the prescribed due date, in accordance with Rule 12b-25.
PART IVOTHER INFORMATION
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(1) |
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Name and telephone number of person to contact in regard to this notification. |
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Richard Booth |
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508 |
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720-4224 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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