UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2020
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-39549
GoodRx Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
47-5104396 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
|
|
233 Wilshire Blvd., Suite 990 Santa Monica, CA |
90401 |
(Address of principal executive offices) |
(Zip Code) |
(855) 268-2822
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A Common Stock, $0.0001 par value per share |
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GDRX |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☒ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 9, 2020, the registrant had 43,925,062 shares of Class A common stock, $0.0001 par value per share, and 346,357,135 shares of Class B common stock, $0.0001 par value per share, outstanding.
This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to statements regarding our future results of operations and financial position, industry and business trends, stock compensation, business strategy, plans, market growth and our objectives for future operations.
The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise.
Our business is subject to numerous risks and uncertainties, including those described in Part II Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q. You should carefully consider these risks and uncertainties when investing in our Class A common stock. The principal risks and uncertainties affecting our business include the following:
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Risks related to our limited operating history and early stage of growth could materially adversely impact our business, financial condition, and results of operations; |
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• |
We may experience lower margins as HeyDoctor continues to grow as a portion of our overall business; |
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• |
We may be unsuccessful in achieving broad market education and changing consumer purchasing habits; |
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• |
We may be unable to continue to attract, acquire and retain consumers, or may fail to do so in a cost-effective manner; |
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• |
We rely significantly on our prescription offering and may not be successful in expanding our offerings within our markets, or to other segments of the healthcare industry; |
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• |
Our business is subject to changes in medication pricing and is significantly impacted by pricing structures negotiated by industry participants; |
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• |
We generally do not control the categories and types of prescriptions for which we can offer savings; |
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• |
We rely on a limited number of industry participants; |
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• |
We may fail to effectively differentiate our offerings and services from those of our competitors, which could impair our ability to attract and acquire new consumers and retain existing consumers; |
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• |
A pandemic, epidemic or outbreak of an infectious disease in the United States, including COVID-19, could adversely impact our business; |
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If we have overestimated the size of our addressable market or the various markets in which we operate, our future growth opportunities may be limited; |
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We calculate certain operational metrics using internal systems and tools and do not independently verify such metrics, and any real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; |
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The telehealth market is immature and volatile, and if it does not develop, or if it develops more slowly than we expect, the growth of our business will be harmed; |
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Our telehealth offerings depend in part on our ability to maintain and expand a network of skilled telehealth providers; |
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We may be unable to successfully respond to changes in the market for prescription pricing, and may fail to maintain and expand the use of GoodRx codes through our apps and websites; |
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We may be unable to maintain a positive perception regarding our platform or enhance our brand; |
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As a result of material weaknesses in our internal control over financial reporting, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock; |
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• |
Use of social media, emails and text messages may adversely impact our reputation, subject us to fines or other penalties or be an ineffective source to market our offerings; |
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• |
We may be unable to accurately forecast revenue and appropriately plan our expenses in the future; |
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We depend on our information technology systems, and those of our third-party vendors, contractors and consultants, and any failure or significant disruptions of these systems, security breaches or loss of data could materially adversely affect our business, financial condition and results of operations; |
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Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these laws and regulations could substantially harm our business and results of operations. |
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Our business relies on email, mail and other messaging channels and any technical, legal or other restrictions on the sending of such correspondence or a decrease in consumer willingness to receive such correspondence could adversely affect our business. |
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We face the risk of litigation resulting from unauthorized text messages sent in violation of the Telephone Consumer Protection Act; |
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Actual or perceived failures to comply with applicable data protection, privacy and security, advertising and consumer protection laws, regulations, standards and other requirements could adversely affect our business, financial condition and results of operations; |
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Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited; |
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Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business; |
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If we are unable to attract and retain well-qualified employees, our business could be harmed; |
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Future litigation could have a material adverse effect on our business and results of operations; |
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Restrictions in our debt arrangements could adversely affect our operating flexibility, and failure to comply with any of these restrictions could result in acceleration of our debt; |
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Any significant interruptions or delays in service on our apps or websites or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays and loss of consumers; |
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We depend on our relationships with third parties and would be adversely impacted by system failures or other disruptions in the operations of these parties; |
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Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking technologies and other privacy matters could have a material adverse effect on our ability to generate net revenues and could adversely affect our ability to collect proprietary data on consumer behavior; |
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Risks related to our intellectual property could materially adversely impact our business, competitive position, financial condition, and results of operations; |
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Risks related to the healthcare industry and healthcare regulation could materially adversely impact our business, financial condition, and results of operations; and |
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Risks related to our organizational structure, including agreements and relationships with significant stockholders, could materially adversely impact our business, financial condition and results of operations. |
GOODRX HOLDINGS, INC.
Table of Contents
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Page |
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PART I. |
1 |
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Item 1. |
1 |
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Condensed Consolidated Balance Sheets as September 30, 2020 and December 31, 2019 |
1 |
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2 |
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3 |
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5 |
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6 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 |
Item 3. |
34 |
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Item 4. |
34 |
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PART II. |
37 |
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Item 1. |
37 |
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Item 1A. |
37 |
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Item 2. |
78 |
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Item 3. |
78 |
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Item 4. |
78 |
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Item 5. |
78 |
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Item 6. |
79 |
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80 |
GoodRx Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except par values) |
|
September 30, 2020 |
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December 31, 2019 |
|
||
Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
1,075,024 |
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$ |
26,050 |
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Restricted cash |
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2,900 |
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— |
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Accounts receivable, net |
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63,518 |
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48,129 |
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Prepaid expenses and other current assets |
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39,630 |
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12,403 |
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Total current assets |
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1,181,072 |
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86,582 |
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Property and equipment, net |
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16,757 |
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1,860 |
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Goodwill |
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261,116 |
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236,225 |
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Intangible assets, net |
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39,225 |
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21,267 |
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Capitalized software, net |
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15,400 |
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|
5,178 |
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Operating lease right-of-use assets |
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|
29,318 |
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32,315 |
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Deferred tax assets, net |
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|
1,687 |
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|
|
2,207 |
|
Other assets |
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|
2,230 |
|
|
|
1,162 |
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Total assets |
|
$ |
1,546,805 |
|
|
$ |
386,796 |
|
Liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) |
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Current liabilities |
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Accounts payable |
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$ |
14,014 |
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$ |
7,851 |
|
Accrued expenses and other current liabilities |
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|
36,093 |
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|
|
15,556 |
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Current portion of debt |
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|
7,029 |
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|
|
7,029 |
|
Operating lease liabilities, current |
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3,029 |
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|
|
2,937 |
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Total current liabilities |
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60,165 |
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|
33,373 |
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Debt, net |
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688,891 |
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663,893 |
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Operating lease liabilities, net of current portion |
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34,424 |
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37,129 |
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Deferred tax liabilities, net |
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1,772 |
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— |
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Other liabilities |
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5,144 |
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2,974 |
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Total liabilities |
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790,396 |
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737,369 |
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Commitments and contingencies (Note 8) |
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Redeemable convertible preferred stock, $0.006 par value; zero and 130,000 shares authorized at September 30, 2020 and December 31, 2019, respectively; and zero and 126,046 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively |
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— |
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737,009 |
|
Stockholders' equity (deficit) |
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Preferred stock, $0.0001 par value; 50,000 and zero shares authorized at September 30, 2020 and December 31, 2019, respectively; and zero shares issued and outstanding at September 30, 2020 and December 31, 2019 |
|
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— |
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— |
|
Common stock, $0.002 par value; zero and 380,000 shares authorized at September 30, 2020 and December 31, 2019, respectively; and zero and 229,750 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively |
|
|
— |
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|
460 |
|
Common stock, $0.0001 par value; Class A: 2,000,000 and zero shares authorized, 42,922 and zero shares issued and outstanding, at September 30, 2020 and December 31, 2019, respectively; and Class B: 1,000,000 and zero shares authorized, 346,357 and zero shares issued and outstanding, at September 30, 2020 and December 31, 2019, respectively |
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39 |
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|
— |
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Additional paid-in capital |
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1,848,549 |
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|
8,788 |
|
Accumulated deficit |
|
|
(1,092,179 |
) |
|
|
(1,096,830 |
) |
Total stockholders' equity (deficit) |
|
|
756,409 |
|
|
|
(1,087,582 |
) |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) |
|
$ |
1,546,805 |
|
|
$ |
386,796 |
|
See accompanying Notes to Condensed Consolidated Financial Statements.
1
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
|
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
|
||||||||||
(in thousands, except per share amounts) |
|
2020 |
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2019 |
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2020 |
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2019 |
|
||||
Revenue |
|
$ |
140,453 |
|
|
$ |
101,745 |
|
|
$ |
397,156 |
|
|
$ |
274,968 |
|
Costs and operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue, exclusive of depreciation and amortization presented separately below |
|
|
7,540 |
|
|
|
3,396 |
|
|
|
20,383 |
|
|
|
9,420 |
|
Product development and technology |
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15,846 |
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|
|
7,844 |
|
|
|
38,133 |
|
|
|
19,480 |
|
Sales and marketing |
|
|
65,113 |
|
|
|
44,950 |
|
|
|
180,195 |
|
|
|
122,639 |
|
General and administrative |
|
|
108,479 |
|
|
|
4,102 |
|
|
|
120,698 |
|
|
|
10,165 |
|
Depreciation and amortization |
|
|
5,160 |
|
|
|
3,609 |
|
|
|
14,026 |
|
|
|
9,355 |
|
Total costs and operating expenses |
|
|
202,138 |
|
|
|
63,901 |
|
|
|
373,435 |
|
|
|
171,059 |
|
Operating (loss) income |
|
|
(61,685 |
) |
|
|
37,844 |
|
|
|
23,721 |
|
|
|
103,909 |
|
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other expense (income), net |
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1 |
|
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(4 |
) |
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(20 |
) |
|
|
(3 |
) |
Interest income |
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|
(24 |
) |
|
|
(271 |
) |
|
|
(140 |
) |
|
|
(580 |
) |
Interest expense |
|
|
6,264 |
|
|
|
12,773 |
|
|
|
21,697 |
|
|
|
39,452 |
|
Total other expense, net |
|
|
6,241 |
|
|
|
12,498 |
|
|
|
21,537 |
|
|
|
38,869 |
|
(Loss) income before income tax expense |
|
|
(67,926 |
) |
|
|
25,346 |
|
|
|
2,184 |
|
|
|
65,040 |
|
Income tax benefit (expense) |
|
|
17,894 |
|
|
|
(5,727 |
) |
|
|
2,467 |
|
|
|
(14,219 |
) |
Net (loss) income |
|
$ |
(50,032 |
) |
|
$ |
19,619 |
|
|
$ |
4,651 |
|
|
$ |
50,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(50,032 |
) |
|
$ |
12,616 |
|
|
$ |
3,045 |
|
|
$ |
32,638 |
|
Diluted |
|
$ |
(50,032 |
) |
|
$ |
12,708 |
|
|
$ |
3,092 |
|
|
$ |
32,858 |
|
|
|
|
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(Loss) earnings per share: |
|
|
|
|
|
|
|
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|
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(Loss) earnings per share - basic |
|
$ |
(0.21 |
) |
|
$ |
0.06 |
|
|
$ |
0.01 |
|
|
$ |
0.14 |
|
(Loss) earnings per share - diluted |
|
$ |
(0.21 |
) |
|
$ |
0.05 |
|
|
$ |
0.01 |
|
|
$ |
0.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used in computing (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
241,061 |
|
|
|
227,058 |
|
|
|
233,727 |
|
|
|
226,251 |
|
Diluted |
|
|
241,061 |
|
|
|
231,770 |
|
|
|
244,529 |
|
|
|
230,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation included in costs and operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
$ |
57 |
|
|
$ |
— |
|
|
$ |
98 |
|
|
$ |
— |
|
Product development and technology |
|
|
2,958 |
|
|
|
449 |
|
|
|
4,772 |
|
|
|
1,265 |
|
Sales and marketing |
|
|
4,284 |
|
|
|
331 |
|
|
|
5,762 |
|
|
|
931 |
|
General and administrative |
|
|
99,574 |
|
|
|
176 |
|
|
|
100,572 |
|
|
|
496 |
|
See accompanying Notes to Condensed Consolidated Financial Statements.
2
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Changes in Redeemable Convertible
Preferred Stock and Stockholders’ Equity (Deficit)
(Unaudited)
|
|
Redeemable Convertible Preferred Stock |
|
|
|
Common Stock |
|
|
Class A and Class B Common Stock |
|
|
Additional Paid-in |
|
|
Accumulated |
|
|
Total Stockholders' Equity |
|
||||||||||||||||||
(in thousands) |
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
(Deficit) |
|
|||||||||
Balance at December 31, 2019 |
|
|
126,046 |
|
|
$ |
737,009 |
|
|
|
|
229,750 |
|
|
$ |
460 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
8,788 |
|
|
$ |
(1,096,830 |
) |
|
$ |
(1,087,582 |
) |
Stock options exercised |
|
|
— |
|
|
|
— |
|
|
|
|
467 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
691 |
|
|
|
— |
|
|
|
692 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,501 |
|
|
|
— |
|
|
|
2,501 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
27,346 |
|
|
|
27,346 |
|
Balance at March 31, 2020 |
|
|
126,046 |
|
|
$ |
737,009 |
|
|
|
|
230,217 |
|
|
$ |
461 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
11,980 |
|
|
$ |
(1,069,484 |
) |
|
$ |
(1,057,043 |
) |
Stock options exercised |
|
|
— |
|
|
|
— |
|
|
|
|
222 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
530 |
|
|
|
— |
|
|
|
531 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,440 |
|
|
|
— |
|
|
|
2,440 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
27,337 |
|
|
|
27,337 |
|
Balance at June 30, 2020 |
|
|
126,046 |
|
|
$ |
737,009 |
|
|
|
|
230,439 |
|
|
$ |
462 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
14,950 |
|
|
$ |
(1,042,147 |
) |
|
$ |
(1,026,735 |
) |
Stock options exercised |
|
|
— |
|
|
|
— |
|
|
|
|
780 |
|
|
|
1 |
|
|
|
453 |
|
|
|
— |
|
|
|
4,291 |
|
|
|
— |
|
|
|
4,292 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
107,825 |
|
|
|
— |
|
|
|
107,825 |
|
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering |
|
|
(126,046 |
) |
|
|
(737,009 |
) |
|
|
|
126,046 |
|
|
|
252 |
|
|
|
— |
|
|
|
— |
|
|
|
736,757 |
|
|
|
— |
|
|
|
737,009 |
|
Issuance of Class A common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
28,615 |
|
|
|
3 |
|
|
|
886,853 |
|
|
|
— |
|
|
|
886,856 |
|
Private placement of Class A common stock |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
3,030 |
|
|
|
— |
|
|
|
100,000 |
|
|
|
— |
|
|
|
100,000 |
|
Conversion of common stock into Class B common stock in connection with initial public offering |
|
|
— |
|
|
|
— |
|
|
|
|
(357,265 |
) |
|
|
(715 |
) |
|
|
357,265 |
|
|
|
36 |
|
|
|
679 |
|
|
|
— |
|
|
|
— |
|
Common stock withheld for tax obligations and net settlement |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
(85 |
) |
|
|
— |
|
|
|
(2,806 |
) |
|
|
— |
|
|
|
(2,806 |
) |
Vesting of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(50,032 |
) |
|
|
(50,032 |
) |
Balance at September 30, 2020 |
|
|
— |
|
|
$ |
— |
|
|
|
|
— |
|
|
$ |
— |
|
|
|
389,279 |
|
|
$ |
39 |
|
|
$ |
1,848,549 |
|
|
$ |
(1,092,179 |
) |
|
$ |
756,409 |
|
See accompanying Notes to Condensed Consolidated Financial Statements.
3
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Changes in Redeemable Convertible
Preferred Stock and Stockholders’ Equity (Deficit)
(Unaudited)
|
|
Redeemable Convertible Preferred Stock |
|
|
|
Common Stock |
|
|
Additional Paid-in |
|
|
Accumulated |
|
|
Total Stockholders' |
|
|||||||||||||
(in thousands) |
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Deficit |
|
|||||||
Balance at December 31, 2018 |
|
|
126,046 |
|
|
$ |
737,009 |
|
|
|
|
225,201 |
|
|
$ |
451 |
|
|
$ |
— |
|
|
$ |
(1,162,878 |
) |
|
$ |
(1,162,427 |
) |
Stock options exercised |
|
|
— |
|
|
|
— |
|
|
|
|
340 |
|
|
|
1 |
|
|
|
263 |
|
|
|
— |
|
|
|
264 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
887 |
|
|
|
— |
|
|
|
887 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,552 |
|
|
|
11,552 |
|
Balance at March 31, 2019 |
|
|
126,046 |
|
|
$ |
737,009 |
|
|
|
|
225,541 |
|
|
$ |
452 |
|
|
$ |
1,150 |
|
|
$ |
(1,151,326 |
) |
|
$ |
(1,149,724 |
) |
Stock options exercised |
|
|
— |
|
|
|
— |
|
|
|
|
1,377 |
|
|
|
3 |
|
|
|
1,620 |
|
|
|
— |
|
|
|
1,623 |
|
Restricted stock issuance |
|
|
|
|
|
|
|
|
|
|
|
1,879 |
|
|
|
3 |
|
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
1,057 |
|
|
|
— |
|
|
|
1,057 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19,650 |
|
|
|
19,650 |
|
Balance at June 30, 2019 |
|
|
126,046 |
|
|
$ |
737,009 |
|
|
|
|
228,797 |
|
|
$ |
458 |
|
|
$ |
3,824 |
|
|
$ |
(1,131,676 |
) |
|
$ |
(1,127,394 |
) |
Stock options exercised |
|
|
— |
|
|
|
— |
|
|
|
|
379 |
|
|
|
1 |
|
|
|
728 |
|
|
|
— |
|
|
|
729 |
|
Common stock issuance |
|
|
— |
|
|
|
— |
|
|
|
|
273 |
|
|
|
1 |
|
|
|
1,622 |
|
|
|
— |
|
|
|
1,623 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
1,072 |
|
|
|
— |
|
|
|
1,072 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19,619 |
|
|
|
19,619 |
|
Balance at September 30, 2019 |
|
|
126,046 |
|
|
$ |
737,009 |
|
|
|
|
229,449 |
|
|
|
460 |
|
|
$ |
7,246 |
|
|
$ |
(1,112,057 |
) |
|
$ |
(1,104,351 |
) |
See accompanying Notes to Condensed Consolidated Financial Statements.
4
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
(in thousands) |
|
2020 |
|
|
2019 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,651 |
|
|
$ |
50,821 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
14,026 |
|
|
|
9,355 |
|
Amortization of debt issuance costs |
|
|
2,430 |
|
|
|
2,545 |
|
Non-cash operating lease expense |
|
|
3,431 |
|
|
|
1,497 |
|
Stock-based compensation |
|
|
111,204 |
|
|
|
2,692 |
|
Change in fair value of contingent consideration |
|
|
901 |