Business Combinations and Disposition

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Business Combinations and Dispositions

There have been no business combinations or dispositions for the year ended December 31, 2024.

Business Combinations

On April 14, 2022, we acquired all of the equity interests of vitaCare, a prescription technology and services platform,

from TherapeuticsMD, Inc. (the "Seller") for a total purchase consideration of $131.8 million, inclusive of $149.9 million in

cash, offset by contingent considerations with a net estimated acquisition-date fair value of $18.1 million. We incurred a total

of $1.6 million of transaction costs associated with this acquisition during 2022. We acquired vitaCare as we believed it

would strengthen and expand our business capabilities with respect to our pharma manufacturer solutions platform.

We accounted for the vitaCare acquisition using the acquisition method of accounting in accordance with ASC 805,

Business Combinations, and recognized tangible and intangible assets acquired and liabilities assumed at their estimated

fair values as of the acquisition date. The aggregate purchase consideration was principally allocated to tax deductible

goodwill of $80.6 million and other intangible assets of $52.0 million comprised almost entirely of developed technology and

customer relationships.

The contingent considerations recognized consisted of a contingent consideration receivable and a contingent

consideration payable with estimated acquisition-date fair values of approximately $19.7 million and $1.7 million,

respectively.

Contingent consideration payable - The contingent consideration payable was based upon vitaCare's achievement of

certain revenue targets through 2023 which were not probable of being met as of December 31, 2022. Accordingly, we

recognized the change in fair value of the contingent consideration payable of $1.7 million as a reduction of general and

administrative expenses during 2022. The revenue targets were not met and the contingency was resolved as of December

31, 2023.

Contingent consideration receivable - vitaCare entered into a commercial agreement with the Seller in connection with

the acquisition (the "commercial agreement") to provide certain pharmacy services to the Seller over an initial 5-year term

with annual minimum guaranteed payments. The estimated fair value of the contingent consideration receivable at the

acquisition date was based on the present value of the expected future annual minimum guaranteed payments in excess of

the estimated fair value of pharmacy services expected to be provided to the Seller for each year over the initial 5-year term.

In December 2022, we eliminated the annual minimum guaranteed payments associated with the commercial

agreement. As a result, the fair value of the contingent consideration receivable was effectively nil as the contingency was

resolved and no future contingent payments will be received. We recognized the change in fair value of the contingent

consideration receivable of $19.7 million within general and administrative expenses during 2022.

The following table reflects the pro forma unaudited consolidated results of operations for the periods presented as if

the acquisition of vitaCare had occurred on January 1, 2021. The pro forma unaudited consolidated results of operations

give effect to certain adjustments including: (i) costs incurred in connection with the acquisition; (ii) amortization expense

related to the acquired intangible assets; and (iii) elimination of vitaCare's allocated interest expense. The pro forma

unaudited consolidated results of operations are not necessarily indicative of the operating results that would have occurred

if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future operating

results.


(in thousands)	Year Ended December 31, 2022
Pro forma revenue	$767,125
Pro forma net loss	$(40,901)

vitaCare's revenue in the year of acquisition of $5.6 million was included in the consolidated statement of operations for

the year then ended. Disclosure of the standalone earnings or loss of vitaCare in the year of acquisition is not practicable as

expenses associated with significant back-office, product development and technology and go-to-market processes of

vitaCare had been substantially integrated into our consolidated operations.

In 2022, we also acquired flipMD, Inc., a marketplace connecting practicing physicians with organizations seeking on-

demand medical expertise for $7.0 million in cash.

Dispositions

vitaCare Prescription Services, Inc.

In August 2023, our board of directors (our "Board") approved a plan to de-prioritize certain solutions under our pharma

manufacturer solutions offering, which, among others, included solutions supported by vitaCare. See "Note 17.

Restructuring" for additional information.

Certain Assets of GoodRx Care, LLC

On December 9, 2022, we completed the sale of certain technology assets of GoodRx Care, LLC, our telehealth

platform, for $19.5 million in cash. We recognized a $11.4 million pre-tax gain on the sale which was included as a reduction

of general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2022.

We continue to provide consumers access to telehealth services via our GoodRx Care platform after the date of sale.