GoodRx Holdings, Inc 8-K/A, filed Jun 28, 2022

GoodRx Holdings, Inc. (GDRX)

8-K/A 2022-06-28 For: 2022-04-14

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Added on April 10, 2026

About this 8-K/A

GoodRx Holdings, Inc filed this 8-K/A on June 28, 2022, reporting on events of April 14, 2022.

Items reported

Item 9.01: Financial statements and exhibits

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Delaware	001-39549	47-5104396
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2701 Olympic Boulevard
Santa Monica, California		90404
(Address of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	GDRX	The NASDAQ Stock Market LLC


Exhibit No.		Description

23.1		Consent of Grant Thornton LLP
99.1		Audited Financial Statements of vitaCare Prescription Services, Inc. as of and for the year ended December 31, 2021.
99.2		Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2021 and the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2021
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)


			GOODRX HOLDINGS, INC.

Date:	June 28, 2022	By:	/s/ Karsten Voermann
		Name: Title:	Karsten Voermann Chief Financial Officer


	Page

Report of Independent Certified Public Accountants	2
Balance Sheet	4
Statement of Operations	5
Statement of Stockholder’s (Deficit) Equity	6
Statement of Cash Flows	7
Notes to Financial Statements	8


	As of
	December 31, 2021
Assets:
Current assets:
Accounts receivable	$	156,612
Prepaid license fees		15,867
Total current assets		172,479
Fixed assets, net		156,628
Intangible assets, net		36,366
Total assets	$	365,473
Liabilities and stockholder's deficit:
Current liabilities:
Accounts payable	$	662,486
Accrued compensation costs		1,384,320
Other accrued expenses		52,000
Total current liabilities and total liabilities		2,098,806
Commitments and contingencies (Note 5)
Stockholder's deficit:
Common stock, par value $0.01; 1,000 shares authorized, issued and outstanding as of December 31, 2021 and 2020		10
Additional paid-in-capital		50,187,968
Accumulated deficit		(51,921,311	)
Total stockholder's deficit		(1,733,333	)
Total liabilities and stockholder's deficit	$	365,473


	Year ended
	December 31, 2021
Service revenue, net	$	875,037
Operating expenses:
Compensation and benefits		17,256,192
Contract labor		2,672,197
Software		949,516
Rent		575,576
Depreciation		115,473
Other direct expenses		688,668
Corporate expense allocations from Seller		1,256,241
Total operating expenses		23,513,863
Loss from operations		(22,638,826	)
Interest expense allocation from Seller		(2,365,756	)
Loss before income taxes		(25,004,582	)
Provision for income taxes		—
Net loss	$	(25,004,582	)


					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, January 1, 2021		1,000	$	10	$	26,934,364	$	(26,916,729	)	$	17,645
Share-based compensation costs from stockholder		—		—		1,420,103		—			1,420,103
Net funds provided by stockholder		—		—		21,833,501		—			21,833,501
Net loss		—		—		—		(25,004,582	)		(25,004,582	)
Balance, December 31, 2021		1,000	$	10	$	50,187,968	$	(51,921,311	)	$	(1,733,333	)


	Year ended
	December 31, 2021
Cash flows from operating activities:
Net loss	$	(25,004,582	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		115,473
Share-based payment compensation costs from stockholder		1,420,103
Changes in operating assets and liabilities:
Accounts receivable		78,264
Prepaid and other current assets		(15,867	)
Accounts payable		648,810
Accrued expenses		932,350
Total adjustments		3,179,133
Net cash used in operating activities		(21,825,449	)
Cash flows from investing activities:
Payment for patents and trademarks		(7,536	)
Purchase of fixed assets		(516	)
Net cash used in investing activities		(8,052	)
Cash flows from financing activities:
Net funds provided by stockholder		21,833,501
Net cash provided by financing activities		21,833,501
Net change in cash		—
Cash, beginning of period		—
Cash, end of period	$	—


	As of
	December 31, 2021
Furniture and fixtures	$	156,445
Computer and office equipment		269,963
Leasehold improvements		30,900
Fixed assets		457,308
Less: accumulated depreciation and amortization		300,680
Fixed assets, net	$	156,628


	As of December 31, 2021
	Gross
	Carrying		Accumulated
	Amount		Amortization		Net
Intangible assets subject to amortization:
Patents applied and pending approval	$	23,831	$	—	$	23,831
Intangible assets not subject to amortization:
Trademarks/trade name rights applied and pending approval		12,535		—		12,535
Intangible assets, net	$	36,366	$	—	$	36,366


Year ending December 31,
2022	$	315,712
2023		323,601
2024		331,707
2025		340,010
2026		348,493
Thereafter		1,321,842
Total	$	2,981,364


	Year ended
	December 31, 2021
Federal statutory tax rate		21.0	%
State tax rate, net of federal tax benefit		4.5	%
Adjustment in valuation allowances		(25.5	%)
Provision (benefit) for income taxes		0.0	%


	As of
	December 31, 2021
Deferred income tax assets:
Net operating losses	$	13,239,934
Valuation allowance		(13,239,934	)
Deferred income tax assets	$	—


(in thousands)	GoodRx			vitaCare - after Reclassification Adjustments (see Note 2)			Transaction Accounting Adjustments			Note	Pro Forma Condensed Combined
Assets
Current assets
Cash and cash equivalents	$	941,109		$	—		$	(151,896	)	4A	$	789,213
Accounts receivable, net		118,080			157			—				118,237
Prepaid expenses and other current assets		29,638			16			2,892		4B		32,546
Total current assets		1,088,827			173			(149,004	)			939,996
Property and equipment, net		21,612			157			—				21,769
Goodwill		329,696			—			74,116		4C		403,812
Intangible assets, net		88,791			36			51,964		4D		140,791
Capitalized software, net		44,987			—			—				44,987
Operating lease right-of-use assets		27,705			—			2,311		4E		30,016
Other assets		6,007			—			24,322		4B		30,329
Total assets	$	1,607,625		$	366		$	3,709			$	1,611,700
Liabilities and stockholders' equity (deficit)
Current liabilities
Accounts payable	$	17,501		$	663		$	—			$	18,164
Accrued expenses and other current liabilities		50,732			1,436			—				52,168
Current portion of debt		7,029			—			—				7,029
Operating lease liabilities, current		5,851			—			305		4E		6,156
Total current liabilities		81,113			2,099			305				83,517
Debt, net		655,858			—			—				655,858
Operating lease liabilities, net of current portion		33,592			—			2,006		4E		35,598
Deferred tax liabilities, net		244			—			—				244
Other liabilities		5,138			—			1,684		4F		6,822
Total liabilities		775,945			2,099			3,995				782,039
Stockholders' equity (deficit)
Preferred stock		—			—			—				—
Common stock		40			—			—				40
Additional paid-in capital		2,247,347			50,188			(50,188	)	4G		2,247,347
Accumulated deficit		(1,415,707	)		(51,921	)		49,902		4H		(1,417,726	)
Total stockholders' equity (deficit)		831,680			(1,733	)		(286	)			829,661
Total liabilities and stockholders' equity (deficit)	$	1,607,625		$	366		$	3,709			$	1,611,700


(in thousands, except per share amounts)	GoodRx			vitaCare - after Reclassification Adjustments (see Note 2)			Transaction Accounting Adjustments			Note	Pro Forma Condensed Combined
Revenue	$	745,424		$	875		$	—			$	746,299
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below		46,716			9,968			—				56,684
Product development and technology		125,860			7,612			—				133,472
Sales and marketing		370,217			2,717			1,057		5A		373,991
General and administrative		154,686			3,102			2,019		5B		159,807
Depreciation and amortization		34,539			115			8,242		5C		42,896
Total costs and operating expenses		732,018			23,514			11,318				766,850
Operating income (loss)		13,406			(22,639	)		(11,318	)			(20,551	)
Other expense, net:
Interest income		(59	)		—			—				(59	)
Interest expense		23,642			2,366			(2,366	)	5D		23,642
Total other expense, net		23,583			2,366			(2,366	)			23,583
Loss before income taxes		(10,177	)		(25,005	)		(8,952	)			(44,134	)
Income tax expense		(15,077	)		—			(189	)	5E		(15,266	)
Net loss	$	(25,254	)	$	(25,005	)	$	(9,141	)		$	(59,400	)
Loss per share:
Basic	$	(0.06	)								$	(0.14	)
Diluted	$	(0.06	)								$	(0.14	)
Weighted average shares used in computing loss per share:
Basic		409,981										409,981
Diluted		409,981										409,981


(in thousands)
GoodRx Consolidated Statement of Operations Line Items	Reclassification Adjustments
Cost of revenue, exclusive of depreciation and amortization presented separately below	$	8,454
Product development and technology		5,118
Sales and marketing		2,570
General and administrative		1,114
	$	17,256


(in thousands)
GoodRx Consolidated Statement of Operations Line Items	Reclassification Adjustments
Cost of revenue, exclusive of depreciation and amortization presented separately below	$	467
Product development and technology		2,203
General and administrative		2
	$	2,672


(in thousands)
GoodRx Consolidated Statement of Operations Line Items	Reclassification Adjustments
Cost of revenue, exclusive of depreciation and amortization presented separately below	$	614
Product development and technology		182
Sales and marketing		1
General and administrative		153
	$	950


(in thousands)
GoodRx Consolidated Balance Sheet Line Items	vitaCare Balance Sheet Line Items	vitaCare Historical Balance Sheet as of December 31, 2021			Reclassification Adjustments			vitaCare Reclassified Historical Balance Sheet as of December 31, 2021
Assets
Current assets
Accounts receivable, net	Accounts receivable	$	157		$	—		$	157
Prepaid expenses and other current assets	Prepaid license fees		16			—			16
Total current assets			173			—			173
Property and equipment, net	Fixed assets, net		157			—			157
Intangible assets, net	Intangible assets, net		36			—			36
Total assets		$	366		$	—		$	366
Liabilities and stockholders' equity (deficit)
Current liabilities
Accounts payable	Accounts payable		663			—			663
	Accrued compensation costs		1,384			(1,384	)		—
	Other accrued expenses		52			(52	)		—
Accrued expenses and other current liabilities			—			1,436			1,436
Total current liabilities			2,099			—			2,099
Total liabilities			2,099			—			2,099
Stockholders' equity (deficit)
Common stock	Common stock		—			—			—
Additional paid-in capital	Additional paid-in capital		50,188			—			50,188
Accumulated deficit	Accumulated deficit		(51,921	)		—			(51,921	)
Total stockholders' equity (deficit)			(1,733	)		—			(1,733	)
Total liabilities and stockholders' equity (deficit)		$	366		$	—		$	366


(in thousands)
GoodRx Consolidated Statement of Operations Line Items	vitaCare Statement of Operations Line Items	vitaCare Historical Statement of Operations For the Year Ended December 31, 2021			Reclassification Adjustments				vitaCare Reclassified Historical Statement of Operations For the Year Ended December 31, 2021
Revenue	Service revenue, net	$	875		$	—			$	875
Cost and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below						9,968		(a), (b), (c), (d), (e)		9,968
Product development and technology						7,612		(a), (b), (c), (d), (e)		7,612
Sales and marketing						2,717		(a), (c), (d), (e)		2,717
General and administrative						3,102		(a), (b), (c), (d), (e), (f)		3,102
	Compensation and benefits		17,256			(17,256	)	(a)		—
	Contract labor		2,672			(2,672	)	(b)		—
	Software		950			(950	)	(c)		—
	Rent		576			(576	)	(d)		—
	Other direct expenses		689			(689	)	(e)		—
	Corporate expense allocations from Seller		1,256			(1,256	)	(f)		—
Depreciation and amortization	Depreciation		115			—				115
Total costs and operating expenses			23,514			—				23,514
Operating income (loss)			(22,639	)		—				(22,639	)
Other expense, net:
Interest expense	Interest expense allocation from Seller		2,366			—				2,366
Total other expense, net			2,366			—				2,366
Loss before income taxes			(25,005	)		—				(25,005	)
Income tax expense	Provision for income taxes		—			—				—
Net loss		$	(25,005	)	$	—			$	(25,005	)


(in thousands)	Purchase Price Allocation
Cash consideration to the Seller	$	138,627
Cash held in escrow for the Seller indemnification obligations		11,250
Fair value of contingent consideration payable		1,684
Fair value of contingent consideration receivable		(27,214	)
Total estimated purchase consideration	$	124,347

Accounts receivable	$	157
Prepaid and other current assets		16
Property and equipment		157
Intangible assets		52,000
Total assets acquired	$	52,330

Accounts payable	$	663
Accrued expenses		1,436
Total liabilities assumed		2,099
Net assets acquired, excluding goodwill		50,231
Goodwill		74,116
Total estimated fair value of net assets acquired	$	124,347


(in thousands)	Fair Value		Useful Lives (Years)
Developed technology	$	30,000	5
Customer relationships		21,000	11
Tradename		1,000	3
Total acquired intangible assets	$	52,000


(in thousands)	As of December 31, 2021
Elimination of vitaCare's accumulated deficit	$	51,921
Transaction and severance costs incurred by GoodRx and vitaCare (see Note 5B)		(2,019	)
Pro forma adjustment	$	49,902


(in thousands)	Fair Value as of January 1, 2021		Useful Lives (Years)	Amortization Expense For The Year Ended December 31, 2021
Developed technology	$	30,000	5	$	6,000
Customer relationships		21,000	11		1,909
Tradename		1,000	3		333
Pro forma adjustment	$	52,000		$	8,242