Nerdwallet, Inc 8-K/A, filed Aug 17, 2022

Nerdwallet, Inc. (NRDS)

8-K/A 2022-08-17 For: 2022-07-11

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Added on April 10, 2026

About this 8-K/A

Nerdwallet, Inc filed this 8-K/A on August 17, 2022, reporting on events of July 11, 2022.

Items reported

Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Delaware	001-40994	45-4180440
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value	NRDS	The Nasdaq Global Market


Exhibit Number						Description of Exhibit
23.1						Consent of Kurtz Fargo LLP.
99.1						Audited financial statements of On the Barrelhead, Inc. as of and for the year ended December 31, 2021.
99.2						Unaudited financial statements of On the Barrelhead, Inc. as of March 31, 2022 and for the three months ended March 31, 2022.
99.3						Unaudited pro forma combined financial statements of NerdWallet, Inc. as of March 31, 2022 and for the three months ended March 31, 2022 and year ended December 31, 2021.
99.4						Unaudited Supplemental Non-GAAP Pro Forma Financial Measure
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


ASSETS

Current Assets
Cash	$	4,909,095
Accounts receivable	7,293,163
Prepaid expenses and other current assets	2,800
Total Current Assets	12,205,058

Equipment, Net	38,137
Total Assets	12,243,195

LIABILITIES

Current Liabilities
Accounts payable	4,026,445
Accrued expenses	175,790
Total Current Liabilities	4,202,235

Deferred Income Taxes	1,160,096
Total Liabilities	5,362,331

STOCKHOLDERS' EQUITY

Common Stock, $0.0001 par value; 11,000,000 shares authorized; 9,000,000 shares issues and outstanding	90
Additional Paid In Capital	257,635
Retained Earnings	6,623,139
Total Stockholders' Equity	6,880,864
Total Liabilities and Stockholders' Equity	$	12,243,195



Net Revenues	$	38,056,006
Costs and Expenses:
Cost of revenue	847,316
General and administrative	6,304,730
Sales and marketing	25,505,421
Research and development	28,151
Total Operating Expenses	32,685,618
Income from Operations	5,370,388

Other Income (Expense)
Paycheck Protection Program loan forgiveness	517,025
Total Other Income (Expense)	517,025

Net Income Before Income Taxes	5,887,413

Income Tax Expense	(1,276,059)
Net Income	$	4,611,354


								Total
	Common Stock			Additional Paid In				Stockholders'
	Shares	Amount		Capital		Retained Earnings		Equity
Balance, January 1, 2021	9,000,000	$	90	$	135,057	$	2,011,785	$	2,146,932
Stock-based compensation	—	—		122,578		—		122,578
Net Income	—	—		—		4,611,354		4,611,354
Balance, December 31, 2021	9,000,000	$	90	$	257,635	$	6,623,139	$	6,880,864



Cash flows from operating activities:
Net income	$	4,611,354
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation	7,750
Stock-based compensation	122,578
Deferred income taxes	987,905
Payment Protection Program loan forgiveness	(517,025)
Decrease (increase) in operating assets:
Accounts receivable	(4,816,847)
Prepaid expenses and other current assets	2,200
Increase (decrease) in operating liabilities:
Accounts payable	2,510,082
Accrued expenses	(287,348)
Net cash flows from operating activities	2,620,649

Cash flows from investing activities:
Investment in equipment	(28,629)
Net cash flows from investing activities	(28,629)

Cash flows from financing activities:
Proceeds from Payment Protection Program loan	264,225
Net cash flows from financing activities	264,225
Net increase in cash	2,856,245
Cash, beginning of period	2,052,850
Cash, end of period	$	4,909,095
Cash paid for income taxes	$	19,108


			Assets						Useful Lives
			Office Equipment						5 Years
			Computer Equipment						5 Years
			Automobile						5 Years


	December 31, 2021
Cost:
Office equipment	$	25,769
Computer equipment	12,190
Automobile	12,000
Total cost	49,959
Less accumulated depreciation	(11,822)
Equipment, net	$	38,137


						Year Ended December 31, 2021

Expected volatility (1)						55.588% - 55.804%
Expected option life (years) (2)						5.4 - 6.0
Risk-free interest rate (3)						0.747% - 1.331%
Expected dividend yield (4)						0%


	Stock Option Plan	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term

Outstanding at January 1, 2021	317,368	$	1.30	8.0 years
Granted	87,000	6.80		—
Exercised	—	—		—
Expired or cancelled	6,908	1.30		—
Outstanding at December 31, 2021	397,460	$	2.50	7.3 years

Vested and expected to vest at December 31, 2021	397,460	$	2.50	7.3 years
Vested and exercisable at December 31, 2021	281,001	$	1.65	6.8 years


	December 31, 2021
Current income tax expense	$	349,767
Prior year tax adjustments	(61,613)
Change in deferred income taxes	987,905
Total income tax expense	$	1,276,059


	December 31, 2021
Accrual to cash	$	(1,197,148)
Fixed Assets	(7,889)
Non-qualified stock options	44,941
Deferred income taxes	$	(1,160,096)



Net Revenues	$	18,648,090
Costs and Expenses:
Cost of revenue	853,445
General and administrative	1,775,445
Sales and marketing	13,945,042
Research and development	918
Total Operating Expenses	16,574,850
Income from Operations	2,073,240

Other Income (Expense)
Loss on disposal of equipment	(7,200)
Other income	59,813
Total Other Income	52,613

Net Income Before Income Taxes	2,125,853

Income Tax Expense	(482,544)
Net Income	$	1,643,309


Current income tax expense	$	—
Change in deferred income taxes	482,544
Total income tax expense	$	482,544


(in millions, except share amounts which are in thousands and per share amounts)	Historical				Transaction Accounting Adjustments		Notes	Pro Forma Combined
	NW		OTB
Assets
Current assets:
Cash and cash equivalents	$	161.6	$	3.9	$	(5.7)	4(A)	$	159.8
Accounts receivable	72.5		11.6		—			84.1
Prepaid expenses and other current assets	19.2		—		—			19.2
Total current assets	253.3		15.5		(5.7)			263.1
Property, equipment and software — net	39.6		—		—			39.6
Goodwill	43.6		—		70.0		4(B)	113.6
Intangibles — net	25.5		—		50.1		4(C)	75.6
Right-of-use assets	13.3		—		—			13.3
Other assets	0.8		—		—			0.8
Total Assets	$	376.1	$	15.5	$	114.4		$	506.0
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	5.2	$	5.1	$	—		$	10.3
Accrued expenses and other current liabilities	41.5		0.2		2.2		4(D)	43.9
Contingent consideration — current	30.5		—		—			30.5
Total current liabilities	77.2		5.3		2.2			84.7
Contingent consideration — noncurrent	28.1		—		—			28.1
Debt — noncurrent	—		—		70.0		4(E)	70.0
Deferred tax liability — noncurrent	1.1		1.6		(1.6)		4(F)	1.1
Other liabilities — noncurrent	14.3		—		—			14.3
Total liabilities	120.7		6.9		70.6			198.2
Commitments and contingencies
Stockholders’ equity:
Preferred stock — $0.0001 par value per share — 5,000 shares authorized; zero shares issued and outstanding as of March 31, 2022	—		—		—			—
Common stock — $0.0001 par value per share — 296,686 shares authorized as of March 31, 2022; 67,138 shares issued and outstanding as of March 31, 2022; 72,073 shares issued and outstanding pro forma combined	—		—		—			—
Additional paid-in capital	340.2		0.3		42.9		4(G)	383.4
Accumulated other comprehensive income	0.2		—		—			0.2
Retained earnings (accumulated deficit)	(85.0)		8.3		0.9		4(H)	(75.8)
Total stockholders’ equity	255.4		8.6		43.8			307.8
Total Liabilities and Stockholders’ Equity	$	376.1	$	15.5	$	114.4		$	506.0


(in millions, except per share amounts)	Historical				Transaction Accounting Adjustments		Notes	Pro Forma Combined
	NW		OTB
Revenue	$	129.1	$	18.6	$	—		$	147.7
Costs and Expenses:
Cost of revenue	7.7		0.9		2.4		5(A)	11.0
Research and development	17.4		—		0.9		5(B,C)	18.3
Sales and marketing	96.1		13.9		1.6		5(A,B,C)	111.6
General and administrative	13.1		1.7		—			14.8
Change in fair value of contingent consideration related to earnouts	3.9		—		—			3.9
Total costs and expenses	138.2		16.5		4.9			159.6
Income (Loss) From Operations	(9.1)		2.1		(4.9)			(11.9)
Other expense:
Interest expense	(0.2)		—		(0.8)		5(D)	(1.0)
Other gains, net	—		—		—			—
Total other expense	(0.2)		—		(0.8)			(1.0)
Income (loss) before income taxes	(9.3)		2.1		(5.7)			(12.9)
Income tax provision	1.2		0.5		(1.2)		5(G)	0.5
Net Income (Loss)	(10.5)		1.6		(4.5)			(13.4)
Other Comprehensive Loss:
Change in foreign currency translation	(0.3)		—		—			(0.3)
Comprehensive Income (Loss)	$	(10.8)	$	1.6	$	(4.5)		$	(13.7)
Net Income (Loss) Per Share Attributable to Common Stockholders
Basic	$	(0.16)						$	(0.19)
Diluted	$	(0.16)						$	(0.19)
Weighted-Average Shares Used in Computing Net Income (Loss) Per Share Attributable to Common Stockholders
Basic	66.9							71.8
Diluted	66.9							71.8


(in millions, except per share amounts)	Historical				Transaction Accounting Adjustments		Notes	Pro Forma Combined
	NW		OTB
Revenue	$	379.6	$	38.1	$	—		$	417.7
Costs and Expenses:
Cost of revenue	28.5		0.9		9.8		5(A)	39.2
Research and development	62.2		—		4.4		5(B,C,E)	66.6
Sales and marketing	271.3		25.5		8.1		5(A,B,C,E)	304.9
General and administrative	38.5		6.3		1.2		5(E,F)	46.0
Change in fair value of contingent consideration related to earnouts	18.1		—		—			18.1
Total costs and expenses	418.6		32.7		23.5			474.8
Income (Loss) From Operations	(39.0)		5.4		(23.5)			(57.1)
Other income (expense):
Interest expense	(1.3)		—		(3.4)		5(D)	(4.7)
Other gains, net	2.6		0.5		—			3.1
Total other income (expense)	1.3		0.5		(3.4)			(1.6)
Income (loss) before income taxes	(37.7)		5.9		(26.9)			(58.7)
Income tax provision (benefit)	4.8		1.3		(11.2)		5(G)	(5.1)
Net Income (Loss)	(42.5)		4.6		(15.7)			(53.6)
Other Comprehensive Loss:
Change in foreign currency translation	(0.1)		—		—			(0.1)
Comprehensive Income (Loss)	$	(42.6)	$	4.6	$	(15.7)		$	(53.7)
Net Income (Loss) Per Share Attributable to Common Stockholders
Basic	$	(0.82)						$	(0.94)
Diluted	$	(0.82)						$	(0.94)
Weighted-Average Shares Used in Computing Net Income (Loss) Per Share Attributable to Common Stockholders
Basic	51.9							56.8
Diluted	51.9							56.8


(in millions)	Total
Cash consideration1	$	75.7
Stock consideration2	43.2
Total consideration	118.9
Less: amounts considered separate from the business combination and attributable to post-combination expense3	(0.7)
Preliminary Purchase Consideration	$	118.2


Accrual to cash	$	(1,847,636)
Fixed assets	(5,717)
Deferred compensation	42,773
Non-qualified stock options	47,711
Net operating loss	104,229
Research and development credits	16,000
Deferred income taxes	$	(1,642,640)


(in millions)	Fair Value
Preliminary Purchase Consideration	$	118.2
Fair Value of Assets Acquired
Cash and cash equivalents	3.9
Accounts receivable	11.6
Intangible assets	50.1
Total assets	65.6
Fair Value of Liabilities Assumed
Accounts payable	5.1
Accrued expenses and other current liabilities	0.2
Deferred tax liability	12.1
Total liabilities	17.4
Less: Net Assets Acquired	48.2
Goodwill	$	70.0


(in millions)	Amount
Cash proceeds from drawdown on credit facility	$	70.0
Cash consideration	(75.7)
Net pro forma adjustment to cash and cash equivalents	$	(5.7)


(dollars in millions)	Weighted Average Useful Life (Years)	Amount
Developed technology	5.0	$	48.9
Customer relationships	1.0	1.2
Net pro forma adjustment to intangible assets, net		$	50.1


(in millions)	Amount
Recognition of deferred tax liability1	$	12.1
Reduction in deferred tax liability related to the change in existing valuation allowance on deferred tax assets	(12.1)
Elimination of historical OTB deferred tax liability	(1.6)
Net pro forma adjustment to deferred tax liability	$	(1.6)


(in millions)	Amount
Stock consideration	$	43.2
Elimination of historical OTB additional paid-in-capital	(0.3)
Net pro forma adjustment to additional paid-in capital	$	42.9


(in millions)	Amount
Elimination of historical OTB retained earnings	$	(8.3)
Estimated transaction expenses1	(2.2)
Expense for transactions considered separate from the business combination	(0.7)
Tax benefit related to the change in existing valuation allowance on deferred tax assets	12.1
Net pro forma adjustment to accumulated deficit	$	0.9


(in millions)	Classification Within Statement of Comprehensive Income (Loss)	Three Months Ended March 31, 2022		Year Ended December 31, 2021
Developed technology	Cost of revenue	$	2.4	$	9.8
Customer relationships	Sales and marketing expense	—		1.2
Net pro forma adjustment for amortization of definite-lived intangible assets		$	2.4	$	11.0


	For the Three Months Ended March 31, 2022
	Historical						Transaction Accounting Adjustments		Notes	Pro Forma Combined
(in millions)	NW			OTB
Pro forma net income (loss)	$	(10.5)		$	1.6		$	(4.5)	(A)	$	(13.4)
Amortization and depreciation	7.2			—			2.4		(B)	9.6
Stock-based compensation	6.5			—			1.3		(C)	7.8
Acquisition-related retention	—			—			1.2		(D)	1.2
Deferred compensation related to earnouts	0.4			—			—			0.4
Change in fair value of contingent consideration related to earnouts	3.9			—			—			3.9
Interest expense, net	0.2			—			0.8		(E)	1.0
Income tax provision (benefit)	1.2			0.5			(1.2)		(F)	0.5
Pro forma Adjusted EBITDA	$	8.9		$	2.1		$	—		$	11.0

Pro forma net income (loss) margin	(8		%)	9		%				(9		%)
Pro forma Adjusted EBITDA margin1	7		%	11		%				7		%


	For the Year Ended December 31, 2021
	Historical						Transaction Accounting Adjustments		Notes	Pro Forma Combined
(in millions)	NW			OTB
Pro forma net income (loss)	$	(42.5)		$	4.6		$	(15.7)	(A)	$	(53.6)
Amortization and depreciation	27.1			—			11.0		(B)	38.1
Stock-based compensation	17.9			0.1			5.3		(C)	23.3
Acquisition-related retention	—			—			5.6		(D)	5.6
Deferred compensation related to earnouts	2.1			—			—			2.1
Acquisition-related expenses	0.1			—			1.6		(G)	1.7
Change in fair value of contingent consideration related to earnouts	18.1			—			—			18.1
Loss on impairment and on disposal of assets	0.8			—			—			0.8
Interest expense, net	1.3			—			3.4		(E)	4.7
Other gains, net	(2.6)			(0.5)			—			(3.1)
Income tax provision (benefit)	4.8			1.3			(11.2)		(F)	(5.1)
Pro forma Adjusted EBITDA	$	27.1		$	5.5		$	—		$	32.6

Pro forma net income (loss) margin	(11		%)	12		%				(13		%)
Pro forma Adjusted EBITDA margin1	7		%	14		%				8		%