Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | GoodRx Holdings, Inc. | |
Entity Central Index Key | 0001809519 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity File Number | 001-39549 | |
Entity Tax Identification Number | 47-5104396 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2701 Olympic | |
Entity Address, Address Line Two | Boulevard | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90404 | |
City Area Code | 855 | |
Local Phone Number | 268-2822 | |
Trading Symbol | GDRX | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 80,698,017 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 318,182,706 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash and cash equivalents | $ 912,023 | $ 968,691 | |
Restricted cash | 0 | 2,900 | |
Accounts receivable, net | 98,511 | 68,729 | |
Prepaid expenses and other current assets | 41,006 | 46,048 | |
Total current assets | 1,051,540 | 1,086,368 | |
Property and equipment, net | 21,837 | 23,057 | |
Goodwill | 329,696 | 261,116 | |
Intangible assets, net | 94,077 | 36,919 | |
Capitalized software, net | 39,254 | 19,800 | |
Operating lease right-of-use assets | 25,969 | 27,712 | |
Deferred tax assets, net | 45,824 | 13,117 | |
Other assets | 6,168 | 2,025 | |
Total assets | 1,614,365 | 1,470,114 | |
Current liabilities | |||
Accounts payable | 17,279 | 10,291 | |
Accrued expenses and other current liabilities | 42,447 | 37,692 | |
Current portion of debt | 7,029 | 7,029 | |
Operating lease liabilities, current | 5,926 | 4,539 | |
Total current liabilities | 72,681 | 59,551 | |
Debt, net | 656,868 | 659,888 | |
Operating lease liabilities, net of current portion | 32,033 | 33,467 | |
Other liabilities | 6,387 | 5,849 | |
Total liabilities | 767,969 | 758,755 | |
Commitments and contingencies (Note 8) | |||
Stockholders' equity | |||
Preferred stock, $0.0001 par value; 50,000 shares authorized and zero shares issued and outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 | |
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized, 78,550 and 63,071 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively; and Class B: 1,000,000 shares authorized, 320,131 and 328,589 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 39 | 39 | |
Additional paid-in capital | 2,222,150 | 2,101,773 | |
Accumulated deficit | (1,375,793) | (1,390,453) | |
Total stockholders' equity | 846,396 | $ 824,394 | 711,359 |
Total liabilities and stockholders' equity | $ 1,614,365 | $ 1,470,114 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 78,550,000 | 63,071,000 |
Common stock, shares outstanding | 78,550,000 | 63,071,000 |
Common Class B | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 320,131,000 | 328,589,000 |
Common stock, shares outstanding | 320,131,000 | 328,589,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 195,102 | $ 140,453 | $ 532,168 | $ 397,156 |
Costs and operating expenses: | ||||
Cost of revenue, exclusive of depreciation and amortization presented separately below | 11,271 | 7,540 | 32,789 | 20,383 |
Product development and technology | 35,073 | 15,846 | 90,800 | 38,133 |
Sales and marketing | 95,651 | 65,113 | 263,726 | 180,195 |
General and administrative | 35,947 | 108,479 | 119,312 | 120,698 |
Depreciation and amortization | 10,161 | 5,160 | 23,891 | 14,026 |
Total costs and operating expenses | 188,103 | 202,138 | 530,518 | 373,435 |
Operating income (loss) | 6,999 | (61,685) | 1,650 | 23,721 |
Other expense, net: | ||||
Other expense (income), net | 0 | 1 | 0 | (20) |
Interest income | (13) | (24) | (42) | (140) |
Interest expense | 5,928 | 6,264 | 17,739 | 21,697 |
Total other expense, net | 5,915 | 6,241 | 17,697 | 21,537 |
Income (loss) before income taxes | 1,084 | (67,926) | (16,047) | 2,184 |
Income tax (expense) benefit | (19,153) | 17,894 | 30,707 | 2,467 |
Net (loss) income | (18,069) | (50,032) | 14,660 | 4,651 |
Net (loss) income attributable to common stockholders: | ||||
Basic | (18,069) | (50,032) | 14,660 | 3,045 |
Diluted | $ (18,069) | $ (50,032) | $ 14,660 | $ 3,092 |
(Loss) earnings per share: | ||||
Basic | $ (0.04) | $ (0.21) | $ 0.04 | $ 0.01 |
Diluted | $ (0.04) | $ (0.21) | $ 0.03 | $ 0.01 |
Weighted average shares used in computing (loss) earnings per share: | ||||
Basic | 411,223 | 241,061 | 408,604 | 233,727 |
Diluted | 411,223 | 241,061 | 429,695 | 244,529 |
Cost of Sales | ||||
Stock-based compensation included in costs and operating expenses: | ||||
Total stock-based compensation | $ 238 | $ 57 | $ 540 | $ 98 |
Research and Development Expense | ||||
Stock-based compensation included in costs and operating expenses: | ||||
Total stock-based compensation | 10,333 | 2,958 | 26,656 | 4,772 |
Selling and Marketing Expense | ||||
Stock-based compensation included in costs and operating expenses: | ||||
Total stock-based compensation | 5,638 | 4,284 | 16,158 | 5,762 |
General and Administrative Expense | ||||
Stock-based compensation included in costs and operating expenses: | ||||
Total stock-based compensation | $ 23,771 | $ 99,574 | $ 83,828 | $ 100,572 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Class A and Class B Common Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2019 | $ (1,087,582) | $ 737,009 | $ 0 | $ 460 | $ 8,788 | $ (1,096,830) |
Redeemable convertible preferred stock, Beginning balance, Shares at Dec. 31, 2019 | 126,046,000 | |||||
Beginning balance at Dec. 31, 2019 | 229,750,000 | |||||
Stock options exercised | 692 | 0 | $ 1 | 691 | ||
Stock options exercised, Shares | 467,000 | |||||
Stock-based compensation | 2,501 | 0 | 2,501 | |||
Net (loss) income | 27,346 | 0 | 0 | 27,346 | ||
Ending balance at Mar. 31, 2020 | (1,057,043) | $ 737,009 | 0 | $ 461 | 11,980 | (1,069,484) |
Redeemable convertible preferred stock, Ending balance, Shares at Mar. 31, 2020 | 126,046,000 | |||||
Ending balance at Mar. 31, 2020 | 230,217,000 | |||||
Beginning balance at Dec. 31, 2019 | (1,087,582) | $ 737,009 | 0 | $ 460 | 8,788 | (1,096,830) |
Redeemable convertible preferred stock, Beginning balance, Shares at Dec. 31, 2019 | 126,046,000 | |||||
Beginning balance at Dec. 31, 2019 | 229,750,000 | |||||
Stock options exercised | 531 | |||||
Ending balance at Jun. 30, 2020 | (1,026,735) | $ 737,009 | 0 | $ 462 | 14,950 | (1,042,147) |
Redeemable convertible preferred stock, Ending balance, Shares at Jun. 30, 2020 | 126,046,000 | |||||
Ending balance at Jun. 30, 2020 | 230,439,000 | |||||
Beginning balance at Dec. 31, 2019 | (1,087,582) | $ 737,009 | 0 | $ 460 | 8,788 | (1,096,830) |
Redeemable convertible preferred stock, Beginning balance, Shares at Dec. 31, 2019 | 126,046,000 | |||||
Beginning balance at Dec. 31, 2019 | 229,750,000 | |||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | 737,009 | 736,757 | ||||
Net (loss) income | 4,651 | |||||
Ending balance at Sep. 30, 2020 | $ 756,409 | $ 39 | 1,848,549 | (1,092,179) | ||
Redeemable convertible preferred stock, Ending balance, Shares at Sep. 30, 2020 | 0 | |||||
Redeemable convertible preferred stock, Ending balance at Sep. 30, 2020 | $ 0 | |||||
Ending balance at Sep. 30, 2020 | 389,279,000 | |||||
Beginning balance at Mar. 31, 2020 | $ (1,057,043) | $ 737,009 | $ 0 | $ 461 | 11,980 | (1,069,484) |
Redeemable convertible preferred stock, Beginning balance, Shares at Mar. 31, 2020 | 126,046,000 | |||||
Beginning balance at Mar. 31, 2020 | 230,217,000 | |||||
Stock options exercised | 0 | $ 1 | 530 | |||
Stock options exercised, Shares | 222,000 | |||||
Stock-based compensation | 2,440 | 0 | 2,440 | |||
Net (loss) income | 27,337 | 0 | 0 | 27,337 | ||
Ending balance at Jun. 30, 2020 | (1,026,735) | $ 737,009 | $ 0 | $ 462 | 14,950 | (1,042,147) |
Redeemable convertible preferred stock, Ending balance, Shares at Jun. 30, 2020 | 126,046,000 | |||||
Ending balance at Jun. 30, 2020 | 230,439,000 | |||||
Stock options exercised | 4,292 | $ 1 | 4,291 | |||
Stock options exercised, Shares | 453,000 | 780,000 | ||||
Sale of stock | 100,000 | 100,000 | ||||
Sale of stock, Shares | 3,030,000 | |||||
Stock-based compensation | 107,825 | 107,825 | ||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | $ (737,009) | $ 252 | ||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering, Shares | (126,046,000) | 126,046,000 | ||||
Issuance of Class A common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions | 886,856 | $ 3 | 886,853 | |||
Issuance of Class A common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions, Shares | 28,615,000 | |||||
Conversion of common stock into Class B common stock in connection with initial public offering | $ 36 | $ (715) | 679 | |||
Conversion of common stock into Class B common stock in connection with initial public offering, Shares | 357,265,000 | (357,265,000) | ||||
Vesting of restricted stock awards, Shares | 1,000 | |||||
Common stock withheld for tax obligations and net settlement | (2,806) | 2,806 | ||||
Common stock withheld for tax obligations and net settlement, Shares | (85,000) | |||||
Net (loss) income | (50,032) | (50,032) | ||||
Ending balance at Sep. 30, 2020 | $ 756,409 | $ 39 | 1,848,549 | (1,092,179) | ||
Redeemable convertible preferred stock, Ending balance, Shares at Sep. 30, 2020 | 0 | |||||
Redeemable convertible preferred stock, Ending balance at Sep. 30, 2020 | $ 0 | |||||
Ending balance at Sep. 30, 2020 | 389,279,000 | |||||
Beginning balance at Dec. 31, 2020 | $ 711,359 | $ 39 | 2,101,773 | (1,390,453) | ||
Redeemable convertible preferred stock, Beginning balance, Shares at Dec. 31, 2020 | 0 | |||||
Redeemable convertible preferred stock, Beginning balance at Dec. 31, 2020 | $ 0 | |||||
Beginning balance at Dec. 31, 2020 | 391,660,000 | |||||
Stock options exercised | 2,680 | $ 0 | 2,680 | |||
Stock options exercised, Shares | 513,000 | |||||
Stock-based compensation | 48,254 | 48,254 | ||||
Vesting of restricted stock units | 0 | $ 0 | 0 | 0 | ||
Vesting of restricted stock awards, Shares | 608,000 | |||||
Common stock withheld for tax obligations and net settlement | (14,902) | $ 0 | (14,902) | 0 | ||
Common stock withheld for tax obligations and net settlement, Shares | (324,000) | |||||
Net (loss) income | 1,668 | 1,668 | ||||
Ending balance at Mar. 31, 2021 | 749,059 | $ 39 | 2,137,805 | (1,388,785) | ||
Redeemable convertible preferred stock, Ending balance, Shares at Mar. 31, 2021 | 0 | |||||
Redeemable convertible preferred stock, Ending balance at Mar. 31, 2021 | $ 0 | |||||
Ending balance at Mar. 31, 2021 | 392,457,000 | |||||
Beginning balance at Dec. 31, 2020 | 711,359 | $ 39 | 2,101,773 | (1,390,453) | ||
Redeemable convertible preferred stock, Beginning balance, Shares at Dec. 31, 2020 | 0 | |||||
Redeemable convertible preferred stock, Beginning balance at Dec. 31, 2020 | $ 0 | |||||
Beginning balance at Dec. 31, 2020 | 391,660,000 | |||||
Net (loss) income | 14,660 | |||||
Ending balance at Sep. 30, 2021 | 846,396 | $ 39 | 2,222,150 | (1,375,793) | ||
Redeemable convertible preferred stock, Ending balance, Shares at Sep. 30, 2021 | 0 | |||||
Redeemable convertible preferred stock, Ending balance at Sep. 30, 2021 | $ 0 | |||||
Ending balance at Sep. 30, 2021 | 398,681,000 | |||||
Beginning balance at Mar. 31, 2021 | 749,059 | $ 39 | 2,137,805 | (1,388,785) | ||
Redeemable convertible preferred stock, Beginning balance, Shares at Mar. 31, 2021 | 0 | |||||
Redeemable convertible preferred stock, Beginning balance at Mar. 31, 2021 | $ 0 | |||||
Beginning balance at Mar. 31, 2021 | 392,457,000 | |||||
Stock options exercised | 13,291 | 13,291 | ||||
Stock options exercised, Shares | 2,609,000 | |||||
Stock-based compensation | 42,366 | 42,366 | ||||
Vesting of restricted stock awards, Shares | 631,000 | |||||
Common stock withheld for tax obligations and net settlement | (11,383) | (11,383) | ||||
Common stock withheld for tax obligations and net settlement, Shares | (304,000) | |||||
Net (loss) income | 31,061 | 31,061 | ||||
Ending balance at Jun. 30, 2021 | 824,394 | $ 0 | $ 39 | 2,182,079 | 1,357,724 | |
Redeemable convertible preferred stock, Ending balance, Shares at Jun. 30, 2021 | 0 | |||||
Ending balance at Jun. 30, 2021 | 395,393,000 | |||||
Stock options exercised | 14,135 | 14,135 | ||||
Stock options exercised, Shares | 2,733,000 | |||||
Stock-based compensation | 42,593 | 42,593 | ||||
Vesting of restricted stock awards, Shares | 985,000 | |||||
Common stock withheld for tax obligations and net settlement | (16,657) | 16,657 | ||||
Common stock withheld for tax obligations and net settlement, Shares | (430,000) | |||||
Net (loss) income | (18,069) | (18,069) | ||||
Ending balance at Sep. 30, 2021 | $ 846,396 | $ 39 | $ 2,222,150 | $ (1,375,793) | ||
Redeemable convertible preferred stock, Ending balance, Shares at Sep. 30, 2021 | 0 | |||||
Redeemable convertible preferred stock, Ending balance at Sep. 30, 2021 | $ 0 | |||||
Ending balance at Sep. 30, 2021 | 398,681,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net income | $ 14,660 | $ 4,651 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 23,891 | 14,026 |
Amortization of debt issuance costs | 2,586 | 2,430 |
Non-cash operating lease expense | 2,451 | 3,431 |
Stock-based compensation | 127,182 | 111,204 |
Change in fair value of contingent consideration | 0 | 901 |
Deferred income taxes | (33,217) | 2,292 |
Loss on abandonment of operating lease assets | 1,430 | 0 |
Changes in operating assets and liabilities, net of effects of business acquisitions | ||
Accounts receivable | (24,380) | (10,928) |
Prepaid expenses and other assets | 5,696 | (31,832) |
Accounts payable | 4,322 | 3,411 |
Accrued expenses and other current liabilities | 5,311 | 13,763 |
Operating lease liabilities | (1,501) | 1,641 |
Other liabilities | 538 | 1,501 |
Net cash provided by operating activities | 128,969 | 116,491 |
Cash flows from investing activities | ||
Purchase of property and equipment | (3,764) | (15,681) |
Acquisitions, net cash acquired | (140,268) | (55,793) |
Capitalized software | (21,434) | (10,333) |
Investment in minority equity interest | (4,008) | |
Net cash used in investing activities | (169,474) | (81,807) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | 0 | 891,793 |
Proceeds from private placements | 0 | 100,000 |
Proceeds from long-term debt | 0 | 28,000 |
Payments on long-term debt | (5,272) | (5,272) |
Payment for contingent consideration | (832) | |
Payments of debt issuance costs | 0 | (1,306) |
Payments of initial public offering issuance costs | 0 | 1,840 |
Proceeds from exercise of stock options | 29,715 | 5,148 |
Proceeds from early exercise of stock options | 0 | 667 |
Employee taxes paid related to net share settlement of equity awards | (42,674) | 0 |
Net cash (used in) provided by financing activities | (19,063) | 1,017,190 |
Net change in cash, cash equivalents and restricted cash | (59,568) | 1,051,874 |
Cash, cash equivalents and restricted cash | ||
Beginning of period | 971,591 | 26,050 |
End of period | 912,023 | 1,077,924 |
Non cash investing and financing activities | ||
Offering costs included in account payable and accrued expenses and other current liabilities | 3,097 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 523 | 234 |
Stock-based compensation included in capitalized software development costs | 6,031 | 1,562 |
Capitalized software development costs in accounts payable and accrued expenses and other current liabilities | 1,134 | 1,175 |
Employee tax withholding obligations on stock option exercises included in accrued expenses and other current liabilities | 2,439 | |
Conversion of preferred stock to common stock in connection with initial public offering | 737,009 | |
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 912,023 | 1,075,024 |
Restricted cash | 0 | 2,900 |
Total cash, cash equivalents and restricted cash | $ 912,023 | $ 1,077,924 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Description Of Business [Abstract] | |
Description of Business | 1. Description of Business GoodRx Holdings, Inc. was incorporated in September 2015 . On October 7, 2015, GoodRx Holdings, Inc. acquired 100 % of the outstanding shares of GoodRx, Inc. (“GoodRx”). GoodRx, a Delaware corporation, was initially formed in September 2011. GoodRx Holdings, Inc. and its subsidiaries (the “Company”) offer information and tools to help consumers compare prices and save on their prescription drug purchases. The Company operates a price comparison platform that provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices through GoodRx codes that can be used to save money on prescriptions across the United States (the “prescription offering”). The services are free to consumers and the Company primarily earns revenue from its core business from pharmacy benefit managers (“PBMs”) that manage formularies and prescription transactions including establishing pricing between consumers and pharmacies. The Company also offers other healthcare products and services, including subscriptions, pharma manufacturer solutions and telehealth services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020 and the related notes, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 12, 2021. The December 31, 2020 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements as of that date. The Company’s condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The Company’s significant accounting policies are discussed in “Note 2. Summary of Significant Accounting Policies” in the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. There have been no material changes in accounting policies during the nine months ended September 30, 2021 from those disclosed in the annual consolidated financial statements for the year ended December 31, 2020 and the related notes. During the three and nine months ended September 30, 2021 and 2020, other than net loss or income, the Company did not have any other elements of comprehensive income or loss. The operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021 . Principles of Consolidation The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned subsidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in the Company’s condensed consolidated financial statements from their respective dates of acquisition. Consolidation of VIEs GoodRx Care, LLC (formerly known as HeyDoctor), a wholly owned subsidiary of the Company, provides management and other services to professional service corporations (“PSCs”), which are owned by medical professionals in accordance with certain state laws that restrict the corporate practice of medicine and require medical practitioners to own such entities. The Company determined that the PSCs are VIEs. The Company also determined that it is able to direct the activities of the PSCs that most significantly impact their economic performance and it funds and absorbs all losses of these VIEs resulting in the Company being the primary beneficiary of the PSCs. Accordingly, the Company consolidates the VIEs. Revenue of the VIEs were approximately 2 % of the Company’s revenue for each of the three and nine months ended September 30, 2021 and 2020, respectively. The net results of operations of the VIEs for the three and nine months ended September 30, 2021 and 2020 were not material. The VIEs' total assets and liabilities after elimination of intercompany transactions and balances were each less than 1 % of the Company's total assets and liabilities at September 30, 2021 and December 31, 2020 , respectively. Segment Reporting and Geographic Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker manages the Company on the basis of one operating segment. During the three and nine months ended September 30, 2021 and 2020, all of the Company’s revenue was from customers located in the United States. In addition, at September 30, 2021 and December 31, 2020 , all of the Company’s right-of-use assets and property and equipment was in the United States. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements, including the accompanying notes. The Company bases its estimates on historical factors, current circumstances, and the experience and judgment of management. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates. Significant estimates reflected in the condensed consolidated financial statements include revenue recognition, valuation of intangible assets and assumptions used for purposes of determining stock-based compensation. Certain Risks and Concentrations Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. The Company maintains cash deposits with multiple financial institutions in the United States which, at times, may exceed federally insured limits. Cash may be withdrawn or redeemed on demand. The Company believes that the financial institutions that hold its cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. The Company has not experienced any losses in such accounts. The Company extends credit to its customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally does not obtain or require collateral. For the three months ended September 30, 2021, two customers accounted for approximately 14 % and 10 % of the Company’s revenue. For the nine months ended September 30, 2021, three customers accounted for approximately 13 %, 12 % and 10 % of the Company’s revenue. For the three months ended September 30, 2020, four customers accounted for approximately 16 %, 13 %, 12 % and 10 % of the Company's revenue. For the nine months ended September 30, 2020, three customers accounted for approximately 17 %, 16 % and 11 % of the Company's revenue. At September 30, 2021, no customers accounted for more than 10 % of the Company’s accounts receivable balance. At December 31, 2020, one customer accounted for 12 % of the Company’s accounts receivable balance. In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease (“COVID–19”) a pandemic. The Company’s prescription offering initially experienced a decline in activity as many consumers avoided visiting healthcare professionals and pharmacies in-person, though beginning in the second half of 2020 activity in the Company’s prescription offering improved. The Company’s prescription offering sequentially increased beginning in the third quarter of 2020 through the third quarter of 2021 as consumers partially resumed their interaction with the healthcare system. In addition, the Company has experienced a significant increase in demand for its telehealth offerings. The full extent to which the outbreak of COVID-19 will impact the Company’s business, results of operations and financial condition is still unknown and will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, the actions to contain the virus or treat its impact, mutations of the virus, availability and adoption of effective vaccines and how quickly and to what extent normal economic and operating conditions can resume. In light of the currently unknown ultimate duration and severity of COVID-19, the Company faces a greater degree of uncertainty than normal in making the judgments and estimates needed to apply significant accounting policies. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of September 30, 2021 and through the date of the filing of this Quarterly Report on Form 10-Q. The accounting matters assessed included, but were not limited to, the Company’s carrying value of goodwill and other long-lived assets, valuation of intangible assets acquired in business combinations, incentive-based compensation and income taxes. As of the date of these condensed consolidated financial statements, management is not aware of any specific event or circumstance that would require an update to estimates or judgments or a revision to the carrying value of assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s condensed consolidated financial statements or annual consolidated financial statements in future periods. Cash, Cash Equivalents and Restricted Cash The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are all in financial institutions in the United States. Cash and cash equivalents consist primarily of U.S. treasury securities money market funds held with an investment bank and cash on deposit. Cash equivalents, consisting of money market funds, of $ 852.5 million and $ 932.5 million at September 30, 2021 and December 31, 2020, respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. Restricted cash as of December 31, 2020 represented cash held in an escrow pursuant to terms of the Scriptcycle, LLC business combination relating to contingent consideration, see "Note 3. Business Combinations – Scriptcycle, LLC.” Recent Accounting Pronouncements As an “emerging growth company” ("EGC"), the Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract . ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred over the noncancelable term of the cloud-computing arrangements plus any optional renewal periods (1) that are reasonably certain to be exercised by the customer or (2) for which exercise of the renewal option is controlled by the cloud service provider. This guidance may be applied retrospectively or prospectively and is effective for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. On January 1, 2021 , the Company adopted ASU 2018-15 prospectively and cloud computing implementation costs incurred on or after January 1, 2021 are included in other assets in the consolidated balance sheet and are presented within operating cash flows. As of September 30, 2021, capitalized implementation costs for cloud computing arrangements were not material. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to the Related Party Guidance for Variable Interest Entities . ASU 2018-17 changes how entities evaluate decision-making fees under the variable interest entity guidance. To determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportional basis, rather than in their entirety. This guidance is effective for fiscal years, beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. All entities are required to apply the amendments in this ASU retrospectively with a cumulative-effect adjustment to retained earnings or accumulated deficit at the beginning of the earliest period presented. The Company adopted this guidance on January 1, 2021 , and the adoption did not have any impact to the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The objective of the guidance is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and to provide more consistent application to improve the comparability of financial statements. The guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company early adopted this guidance on January 1, 2021 , and the adoption did not have a material impact to the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements - Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , to require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In February 2020, the FASB issued ASU 2020-02, Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) (SEC Update), which amends the language in Subtopic 326-20 and addresses questions primarily regarding documentation and company policies. For EGCs, the guidance in ASU 2016-13 and ASU 2020-02 related to credit losses is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For public business entities, the new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company expects to lose its EGC status as of December 31, 2021, at which time the Company expects to qualify as a "large accelerated filer" with a public float exceeding $700.0 million measured as of the end of the second quarter of 2021. The Company will be required to adopt the guidance in ASU 2016-13 and ASU 2020-02 at the beginning of the fiscal year that the EGC status is lost. As such, the Company will be required to adopt the standards effective January 1, 2021 for annual reporting for the year ending December 31, 2021 and for quarterly reporting beginning with the first quarter of 2022. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The ASU applies only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The amendments in this ASU were effective upon issuance and may be applied through December 31, 2022. The Company is currently evaluating the impact of the adoption of this ASU on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification Topic 606: Revenue from Contracts with Customers (“ASC 606”). Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. This ASU will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC 606. The amendments in this ASU do not affect the accounting for other assets or liabilities that may arise from revenue contracts with customers in accordance with ASC 606, such as refund liabilities, or in a business combination, such as customer-related intangible assets and contract-based intangible assets. For public business entities, the new guidance is effective for annual and interim periods beginning after December 15, 2022. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. This update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combinations RxNXT LLC On July 7, 2021, the Company acquired substantially all of the assets of RxNXT LLC (“RxNXT”) for $ 14.5 million in cash, subject to customary closing adjustments. RxNXT is a prescription technology platform. The purpose of the acquisition is to help expand the Company’s business capabilities, particularly with respect to its prescription offering. Unaudited supplemental pro forma financial information and fair values of the acquired assets for the RxNXT acquisition have not been presented because the effects are not material to the Company’s condensed consolidated financial statements . The purchase accounting for the RxNXT acquisition remains incomplete with respect to acquired intangible assets as management continues to gather and evaluate information about circumstances that existed as of the acquisition date. Measurement period adjustments, if any, will be recognized in the reporting period in which the adjustment amounts are determined within twelve months from the acquisition date. RxSaver, Inc. On April 30, 2021 , the Company acquired all of the outstanding equity interests of RxSaver, Inc. (“RxSaver”). Similar to the Company’s prescription offering business, RxSaver operates a price comparison platform to provide discount offerings through partnerships with PBMs. The acquisition expands the Company’s business capabilities and consumer reach, particularly with respect to its prescription offering. The aggregate purchase consideration was $ 50.7 million in cash. The purchase consideration was subject to net working capital and other closing adjustments. Goodwill associated with this acquisition totaled $ 25.9 million and primarily related to the expected long-term synergies and other benefits, including the acquired assembled workforce. The acquisition was considered an acquisition of assets for tax purposes and, accordingly, goodwill is deductible for tax purposes. Identifiable intangible assets related to this acquisition totaled $ 25.2 million, of which $ 20.7 million was attributable to a customer related intangible asset, with an estimated useful life of 13 years ; and $ 4.5 million was attributable to developed technology and a tradename with estimated useful lives ranging from 1 to 3 years . In addition, the Company acquired tangible assets of $ 3.6 million, principally comprised of accounts receivable, and assumed liabilities of $ 4.0 million. Unaudited supplemental pro forma financial information for the RxSaver acquisition has not been presented because the effects are not material to the Company’s condensed consolidated financial statements. The purchase accounting for the RxSaver acquisition remains incomplete with respect to acquired intangible assets as management continues to gather and evaluate information about circumstances that existed as of the acquisition date. Measurement period adjustments, if any, will be recognized in the reporting period in which the adjustment amounts are determined within twelve months from the acquisition date. HealthiNation Inc. On April 16, 2021 , the Company acquired all of the outstanding equity interests of HealthiNation Inc. (“HealthiNation”). HealthiNation is a leading provider of engaging and informative health video content across all main categories of healthy living. The acquisition allows the Company to supplement and expand the services currently available under its existing pharma manufacturer solutions platform. The aggregate purchase consideration was $ 76.6 million in cash. The purchase consideration was subject to net working capital and other closing adjustments. Goodwill associated with this acquisition totaled $ 33.2 million and primarily related to the expected long-term synergies and other benefits, including the acquired assembled workforce. The acquisition was considered a stock acquisition for tax purposes and, accordingly, goodwill is not deductible for tax purposes. Identifiable intangible assets related to this acquisition totaled $ 40.0 million, of which $ 28.0 million was attributable to a customer related intangible asset, with an estimated useful life of 11 years ; $ 9.5 million was attributable to a content library with an estimated useful life of 3 years ; $ 1.9 million was attributable to an order backlog, with an estimated useful life of 1 year ; and $ 0.6 million was attributable to developed technology and a tradename with estimated useful lives of 1 year . In addition, the Company acquired tangible assets of $ 5.0 million, principally comprised of acquired cash and accounts receivable, and assumed liabilities of $ 1.6 million. Unaudited supplemental pro forma financial information for the HealthiNation acquisition has not been presented because the effects are not material to the Company’s condensed consolidated financial statements. The purchase accounting for the HealthiNation acquisition remains incomplete with respect to acquired tangible and intangible assets and liabilities assumed as management continues to gather and evaluate information about circumstances that existed as of the acquisition date. Measurement period adjustments, if any, will be recognized in the reporting period in which the adjustment amounts are determined within twelve months from the acquisition date. Scriptcycle, LLC On August 31, 2020 , the Company acquired all of the equity interests of Scriptcycle, LLC (“Scriptcycle”). Scriptcycle specializes in managing prescription programs and primarily partners with regional retail pharmacy chains to provide discount offerings. The purpose of the acquisition was to help expand the Company’s business capabilities, particularly with respect to its prescription offering. The aggregate purchase consideration was $ 58.3 million, including the estimated fair value of contingent consideration of $ 0.8 million. The purchase consideration was subject to working capital and other closing adjustments. The maximum amount of contingent consideration payable was $ 2.9 million subject to the achievement of certain revenue thresholds through January 2021. As of December 31, 2020, the fair value of the contingent consideration was $ 2.9 million, which represents the maximum amount of contingent consideration payable, based upon the Company’s assessment of the revenue thresholds that were achieved. The $ 2.9 million contingent consideration was paid in full during the three months ended June 30, 2021. Goodwill associated with this acquisition totaled $ 24.9 million and primarily related to the expected long-term synergies and other benefits, including the acquired assembled workforce. The acquisition was considered an acquisition of assets for tax purposes and, accordingly, goodwill was deductible for tax purposes. Identifiable intangible assets related to this acquisition totaled $ 28.3 million, of which $ 25.3 million was attributable to a customer related intangible asset, with an estimated useful life of 11 years and $ 3.0 million was attributable to developed technology and a tradename with useful lives ranging from 1 to 9 years . In addition, the Company acquired current assets of $ 5.9 million and assumed liabilities of $ 1.1 million. Unaudited supplemental pro forma financial information for the Scriptcycle acquisition has not been presented because the effects are not material to the Company’s condensed consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: (in thousands) September 30, December 31, Income taxes receivable $ 27,869 $ 28,564 Prepaid expenses 13,137 17,484 Total prepaid expenses and other current $ 41,006 $ 46,048 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: (in thousands) September 30, December 31, Accrued bonus and other payroll related $ 15,597 $ 13,607 Accrued marketing 13,531 10,045 Deferred revenue 8,210 6,852 Other accrued expenses 5,109 7,188 Total accrued expenses and other $ 42,447 $ 37,692 The Company expects substantially all of the deferred revenue at September 30, 2021 will be recognized as revenue within the next twelve months. Of the $ 6.9 million deferred revenue included in the condensed consolidated balance sheet at December 31, 2020, $ 0.8 million and $ 6.5 million was recognized as revenue during the three and nine months ended September 30, 2021, respectively. Revenue recognized during the three and nine months ended September 30, 2020 of $ 0.5 million and $ 3.3 million, respectively, was included as deferred revenue at December 31, 2019 . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes The Company generally calculates income taxes in interim periods by applying an estimated annual effective income tax rate to income or loss before income taxes and by calculating the tax effect of discrete items recognized during the period. The Company's estimated annual effective income tax rate is based on its estimated full year income or loss and the related income taxes for each jurisdiction in which the Company operates. This rate can be affected by estimates of full year pre-tax income or loss and permanent differences. In interim periods when a reliable estimate of the annual effective tax rate cannot be made, the Company calculates income taxes by applying the discrete effective tax rate method which treats the year-to-date period as if it were the annual period and determines the interim income taxes on that basis. For the three and nine months ended September 30, 2021, the Company calculated interim income taxes by applying the discrete effective tax rate method because it cannot reliably estimate the annual effective tax rate due to forecasted level of profitability for the year and significant permanent differences that could result in wide variability in income tax (expense) benefit and, hence, the estimated annual effective tax rate. For the three and nine months ended September 30, 2020, the Company calculated interim income taxes by applying an estimated annual effective income tax rate to year-to-date income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. The Company’s effective income tax rate differs from the U.S. Federal statutory rate of 21.0 % primarily due to effects of non-deductible officers’ stock-based compensation expense, state income taxes, research and development tax credits and excess tax benefits from its equity awards. As of December 31, 2020, the Company had unrecognized tax benefits of $ 7.4 million. There were no significant changes to the Company’s unrecognized tax benefits during the three and nine months ended September 30, 2021 , and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of 2021. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt The Company has a term loan with an original amount of $ 700.0 million (the “First Lien Term Loan Facility”) under its first lien credit agreement (the “First Lien Credit Agreement”) obtained through its wholly owned subsidiary GoodRx as borrower and collateralized by all of the assets of the Company and 100 % of the equity of GoodRx. The First Lien Term Loan Facility requires quarterly payments through September 2025, with any unpaid principal and interest due upon maturity on October 10, 2025 , and bears interest at a rate per annum equal to the LIBO Screen Rate plus a variable margin based on the Company’s most recently determined Net Leverage Ratio (as defined in the First Lien Credit Agreement), ranging from 2.75 % to 3.00 %. The effective interest rate on the First Lien Term Facility for the three months ended September 30, 2021 and 2020 was 3.41 % and 3.42 % , respectively. The effective interest rate on the First Lien Term Loan Facility for the nine months ended September 30, 2021 and 2020 was 3.40 % and 4.03 % , respectively. The Company also has a line of credit with a maximum amount of $ 100.0 million (the “Revolving Credit Facility”) associated with the First Lien Credit Agreement. The Revolving Credit Facility matures on October 11, 2024 and bears interest at a rate equal to the LIBO Screen Rate plus a variable margin based on the Company’s most recently determined Net Leverage Ratio (as defined in the First Lien Credit Agreement), ranging from 2.50 to 3.00 % on used amounts and 0.25 to 0.50 % on unused amounts. There were no borrowings outstanding under the Revolving Credit Facility as of September 30, 2021 and December 31, 2020. There were outstanding letters of credit issued against the Revolving Credit Facility for $ 9.0 million and $ 9.1 million as of September 30, 2021 and December 31, 2020, respectively, which reduces the Company’s available borrowings under the Revolving Credit Facility. The Company’s debt consisted of the following: (in thousands) September 30, December 31, Principal balance under First Lien Term $ 675,854 $ 681,126 Less: Unamortized debt issuance costs ( 11,957 ) ( 14,209 ) $ 663,897 $ 666,917 As of September 30, 2021 , the Company is subject to a financial covenant requiring maintenance of a Net Leverage Ratio not to exceed 8.2 to 1.0 and other nonfinancial covenants under the First Lien Credit Agreement. Additionally, GoodRx is restricted from making dividend payments, loans or advances to the Company. At September 30, 2021 , the Company was in compliance with its covenants. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Aside from the below, as of September 30, 2021, there were no material changes to the Company’s commitments and contingencies as disclosed in the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Leases On May 27, 2021, the Company entered into a non-cancelable lease agreement with a third-party to lease additional office space that is adjacent to and expands its existing corporate headquarters in Santa Monica, California. The lease commences beginning in the year 2022 and expires in the year 2033 with minimum lease payments expected to total approximately $ 41.4 million over the term of the lease. Legal Contingencies On December 18, 2020, R. Brian Terenzini, individually and on behalf of all others similarly situated, filed a class action lawsuit against the Company and certain of its executive officers in the United States District Court for the Central District of California (Case No. 2:20-cv-11444). On January 8, 2021, Bryan Kearney, individually and on behalf of all others similarly situated, also filed a class action lawsuit against the Company and certain of its executive officers in the United States District Court for the Central District of California (Case No. 2:21-cv-00175). The plaintiffs seek compensatory damages as well as interest, fees and costs. The complaints allege violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and assert that the Company failed to disclose to investors that Amazon.com, Inc. was developing its own mobile and online prescription medication ordering and fulfillment service that would compete directly with the Company. According to the complaints, when Amazon announced its competitor service, the Company’s stock price fell, causing investor losses. Lead plaintiff applications were submitted February 16, 2021, and on April 8, 2021, the court consolidated the two lawsuits under the caption In re GoodRx Holdings, Inc. (Case No. 2:20-cv-11444) and appointed Betty Kalmanson, Lawrence Kalmanson, Shawn Kalmanson, and Janice Kasbaum as Lead Plaintiffs. On June 7, 2021, Lead Plaintiffs filed a consolidated complaint containing substantially similar factual allegations as the prior complaints, but adding claims under Section 11 of the Securities Act of 1933. The Company filed a motion to dismiss the consolidated case on August 6, 2021 and Lead Plaintiffs subsequently filed an omnibus opposition to the Company's motion to dismiss on October 5, 2021. A hearing on the motion to dismiss is set for December 6, 2021. The Company believes it has meritorious defenses to the claims of the plaintiffs and members of the class and intends to defend itself vigorously. This litigation is at preliminary stages, and the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties. Based upon information presently known to management, the Company has not accrued a loss for this matter as a loss is not probable and reasonably estimable. While it is reasonably possible a loss may have been incurred, the Company is unable to estimate a loss or range of loss in this matter. On April 29, 2021, May 5, 2021 and September 15, 2021, Neesha Patel, Wayne Geist and Alan Pinyavat, respectively, each filed a derivative lawsuit purportedly on behalf of the Company against certain of its officers and directors in the United States District Court for the Central District of California (Case No. 2:21-cv-03671, Case No. 2:21-cv-03829 and Case No. 1:21-cv-01309, respectively). The plaintiffs assert claims for breach of fiduciary duty and contribution under the Exchange Act. Neesha Patel asserts additional claims for unjust enrichment and corporate waste and Alan Pinyavat asserts additional claims for unjust enrichment, abuse of control and gross mismanagement. These claims are based on allegations substantially similar to those in the class action lawsuit described above. Plaintiffs are requesting declaratory relief, money damages, restitution, and certain governance reforms. Plaintiffs did not make a pre-suit demand on the Company’s board. The Company intends to seek dismissal of these cases, or a stay pending the outcome of the class action lawsuit. Based upon information presently known to management, the Company has not accrued a loss for this matter as a loss is neither probable nor reasonably estimable. While it is reasonably possible a loss may have been incurred, the Company is unable to estimate a loss or range of loss in this matter. In March 2020, the Company received a letter from the FTC indicating its intent to investigate the Company's privacy and security practices to determine whether such practices comply with Section 5 of the FTC Act. In April 2020, the Federal Trade Commission (“FTC”) sent an initial request for information to the Company regarding the Company’s sharing of data regarding individuals’ use of the Company's website, app and services with service providers, including Google and Facebook. Since April 2020, the Company has timely responded to the FTC’s information requests and follow-up questions. On October 14, 2021, staff at the FTC notified the Company that it intends to recommend that the agency pursue an enforcement action against the Company and certain of its officers and employees. The Company believes it has complied with applicable laws, regulations and regulatory interpretations and that it has meritorious defenses to any claims or assertions to the contrary, and therefore intends to defend itself vigorously. No assurance can be given regarding the outcome of this matter. As a result of enforcements of this nature, there may be settlements, enforcement actions, or related litigation that could include monetary penalties and/or compliance requirements that may impose significant and material costs. Based upon information presently known to management, the Company has not accrued a loss for this matter as a loss is neither probable nor reasonably estimable. While it is reasonably possible a loss may have been incurred, the Company is unable to estimate a loss or range of loss in this matter. The pending proceedings described above involve complex questions of fact and law and may require the expenditure of significant funds and the diversion of other resources to defend. The results of legal proceedings are inherently uncertain, and material adverse outcomes are possible. In addition, during the normal course of business, the Company may become subject to, and is presently involved in, legal proceedings, claims and litigation. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Accruals for loss contingencies are recorded when a loss is probable, and the amount of such loss can be reasonably estimated. The Company does not believe that the disposition of matters that are pending or asserted will have a material effect on its consolidated financial statements. Indemnification The Company’s amended and restated bylaws provides that it will indemnify the Company’s directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Certain of the Company’s officers and directors are also a party to indemnification agreements with the Company. Pursuant to the Company’s indemnification agreements and directors’ and officers’ liability insurance, certain of the Company’s officers and directors will be indemnified and insured against the cost of defense, settlement or payment of a judgment under certain circumstances. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has the Company been involved in litigation, with respect to these indemnification arrangements. As of September 30, 2021 and December 31, 2020 , the Company has not accrued a liability for these guarantees as, the likelihood of incurring a payment obligation, if any, in connection with these guarantees is not probable or reasonably estimable. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 9. Revenue Revenue consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2021 2020 2021 2020 Prescription transactions revenue $ 155,652 $ 124,385 $ 434,570 $ 356,950 Subscription revenue (1) 16,226 7,678 42,549 19,676 Other revenue 23,224 8,390 55,049 20,530 Total revenue $ 195,102 $ 140,453 $ 532,168 $ 397,156 (1) Represents revenue from the Company's Gold and Kroger Savings subscription offerings. Subscription revenue is disclosed separately from other revenue beginning in the second quarter of 2021. Prior period amounts have been recast to conform with the current period presentation. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation Stock Options A summary of the stock option activity is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic (in thousands, except per share amounts and term information) Shares Price Term Value Outstanding at December 31, 2020 21,528 $ 6.22 Granted — — Exercised ( 513 ) 5.23 Expired / Cancelled / Forfeited ( 253 ) 6.07 Outstanding at March 31, 2021 20,762 $ 6.24 7.9 years $ 680,528 Granted — — Exercised ( 2,609 ) 5.09 Expired / Cancelled / Forfeited ( 222 ) 7.71 Outstanding at June 30, 2021 17,931 $ 6.39 7.7 years $ 531,079 Granted 151 33.67 Exercised ( 2,733 ) 5.17 Expired / Cancelled / Forfeited ( 333 ) 9.12 Outstanding at September 30, 2021 15,016 $ 6.83 7.5 years $ 513,427 Exercisable at September 30, 2021 7,169 $ 4.69 6.6 years $ 260,422 The weighted-average grant date fair value per share of stock options granted for the three months ended September 30, 2021 and 2020 was $ 18.07 and $ 16.60 , respectively. The weighted-average grant date fair value per share of stock options granted for the nine months ended September 30, 2021 and 2020 was $ 18.07 and $ 4.23 , respectively. The aggregate intrinsic value of options exercised for the three months ended September 30, 2021 and 2020 was $ 97.1 million and $ 23.0 million, respectively. The aggregate intrinsic value of options exercised for the nine months ended September 30, 2021 and 2020 was $ 195.7 million and $ 25.4 million, respectively. All options outstanding at September 30, 2021 are options to purchase shares of Class A common stock. The fair value of option awards issued with service or service and performance vesting conditions are estimated on the grant date using the Black-Scholes option pricing model. The Company does not have material stock options granted with market vesting conditions. For the three months ended September 30, 2021 and 2020, the stock-based compensation expense related to stock options was $ 3.0 million and $ 6.8 million, respectively. For the nine months ended September 30, 2021 and 2020, the stock-based compensation expense related to stock options was $ 11.1 million and $ 10.2 million, respectively. At September 30, 2021, there was $ 24.4 million of total unrecognized stock-based compensation cost related to stock options, which is expected to be recognized over a weighted average remaining service period of 2.5 years. Restricted Stock Awards and Restricted Stock Units A summary of the Restricted Stock Awards (“RSAs”) and Restricted Stock Unit (“RSUs”) activity is as follows: Restricted Restricted Restricted Weighted Stock Common Common Grant Date (in thousands, except per share amounts) Awards Stock Stock Fair Value Nonvested restricted stock awards or restricted 1,409 2,790 7,698 $ 26.74 Granted — 647 — 44.12 Vested — ( 95 ) ( 513 ) 29.12 Forfeited — ( 17 ) — 42.31 Nonvested restricted stock awards or restricted 1,409 3,325 7,185 $ 28.05 Granted — 618 — 37.86 Vested ( 470 ) ( 118 ) ( 513 ) 18.68 Forfeited — ( 67 ) — 36.61 Nonvested restricted stock awards or restricted 939 3,758 6,672 $ 29.44 Granted — 1,000 — 33.23 Vested — ( 472 ) ( 513 ) 31.16 Forfeited — ( 81 ) — 39.12 Nonvested restricted stock awards or restricted 939 4,205 6,159 $ 29.56 Restricted Stock Awards For the three months ended September 30, 2021 and 2020, total stock-based compensation expense related to RSAs was $ 0.4 million and $ 0.5 million, respectively. For both the nine months ended September 30, 2021 and 2020, total stock-based compensation expense related to RSAs was $ 1.4 million. At September 30, 2021, there was $ 2.8 million of total unrecognized stock-based compensation cost related to these RSAs which is expected to be recognized over a weighted average remaining service period of 1.6 years. There were no RSAs granted subsequent to December 31, 2019. Restricted Stock Units for Class A Common Stock For the three months ended September 30, 2021 and 2020, total stock-based compensation expense related to RSUs for Class A common stock was $ 16.5 million and $ 1.6 million, respectively. For the nine months ended September 30, 2021 and 2020, total stock-based compensation expense related to RSUs for Class A common stock was $ 40.6 million and $ 1.6 million, respectively. At September 30, 2021, there was $ 143.2 million of total unrecognized stock-based compensation cost related to these RSUs which is expected to be recognized over a weighted average remaining service period of 3.2 years. Restricted Stock Units for Class B Common Stock On September 11, 2020, the board of directors granted RSUs covering an aggregate of 24,633,066 shares of Class B common stock to the Company’s Co-Chief Executive Officers (the “Founders Awards”), subject to the completion of the Company’s initial public offering. Each of the Co-Chief Executive Officers received (i) 8,211,022 RSUs that vest based on the achievement of stock price goals ranging from $ 6.07 per share to $ 51.28 per share, subject to continued employment through the applicable vesting date (the “Performance-Vesting Founders Awards”) and (ii) 4,105,511 RSUs that vest and settle in equal quarterly installments over four years , subject to continued employment through the applicable vesting date (the “Time-Vesting Founders Awards”). The grant date fair value of these awards was $ 533.3 million. All the stock price goals with respect to the Performance-Vesting Founders Awards were achieved as of October 22, 2020. As a result, all 16,422,044 Performance-Vesting Founders Awards vested during the fourth quarter of 2020 and the Company settled 0.7 million RSUs at that time sufficient to satisfy FICA tax withholding obligations due in the year of vesting. The remaining 15.7 million Performance-Vesting Founders Awards shares will not be issued until October 2023 or, if earlier, a change in control event, as defined in the RSU agreements governing the Founders Awards. During the three and nine months ended September 30, 2021, the Company recognized stock-based compensation expense related to the Time-Vesting Founders Awards of $ 20.1 million and $ 74.1 million, respectively. During the three months ended September 30, 2020 , the Company recognized $ 98.1 million of stock-based compensation expense, with $ 10.4 million relating to the Time-Vesting Founders Awards and $ 87.7 million relating to the Performance-Vesting Founders Awards. As of September 30, 2021, the Company has recognized a cumulative $ 447.1 million of stock-based compensation expense related to the Founders Awards, of which $ 127.3 million related to the Time-Vesting Founders Awards and $ 319.8 million related to the Performance-Vesting Founders Awards. At September 30, 2021, there was $ 86.2 million of total unrecognized stock-based compensation cost related to the Time-Vesting Founders Awards, which is expected to be recognized over a weighted average remaining service period of 1.8 years. The Company expects to recognize a total of $ 16.8 million in stock-based compensation expense related to the Time-Vesting Founders Awards in the fourth quarter of 2021. |
Basic and Diluted (Loss) Earnin
Basic and Diluted (Loss) Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted (Loss) Earnings Per Share | 11. Basic and Diluted (Loss) Earnings Per Share The computation of (loss) earnings per share for the three and nine months ended September 30, 2021 and 2020 is as follows: Three Months Ended Nine Months Ended (in thousands, except per share amounts) 2021 2020 2021 2020 Numerator: Net (loss) income $ ( 18,069 ) $ ( 50,032 ) $ 14,660 $ 4,651 Less: Undistributed earnings allocated to — — — ( 1,606 ) Net (loss) income attributable to common $ ( 18,069 ) $ ( 50,032 ) $ 14,660 $ 3,045 Add: Undistributed earnings reallocated to holders — — — 47 Net (loss) income attributable to common $ ( 18,069 ) $ ( 50,032 ) $ 14,660 $ 3,092 Denominator: Weighted average shares - basic 411,223 241,061 408,604 233,727 Dilutive impact of stock options, restricted stock — — 21,091 10,802 Weighted average shares - diluted 411,223 241,061 429,695 244,529 (Loss) earnings per share: Basic $ ( 0.04 ) $ ( 0.21 ) $ 0.04 $ 0.01 Diluted $ ( 0.04 ) $ ( 0.21 ) $ 0.03 $ 0.01 The following weighted average potentially dilutive shares were excluded from the computation of diluted (loss) earnings per share for the periods presented because including them would have been antidilutive: Three Months Ended Nine Months Ended (in thousands) 2021 2020 2021 2020 Redeemable convertible preferred stock — 117,825 — 123,285 Stock options, restricted stock awards and restricted 28,267 30,537 2,171 7,540 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On November 1, 2021, the Company’s board of directors granted equity awards to certain employees comprised principally of RSUs for 0.2 million shares of Class A common stock, which will substantially vest over a four-year period. The Company estimates the grant date fair value of the RSUs is approximately $ 7.1 million, which will be recognized as stock-based compensation cost, net of forfeitures that occur, over approximately four years . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020 and the related notes, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 12, 2021. The December 31, 2020 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements as of that date. The Company’s condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The Company’s significant accounting policies are discussed in “Note 2. Summary of Significant Accounting Policies” in the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. There have been no material changes in accounting policies during the nine months ended September 30, 2021 from those disclosed in the annual consolidated financial statements for the year ended December 31, 2020 and the related notes. During the three and nine months ended September 30, 2021 and 2020, other than net loss or income, the Company did not have any other elements of comprehensive income or loss. The operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021 . |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned subsidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in the Company’s condensed consolidated financial statements from their respective dates of acquisition. Consolidation of VIEs GoodRx Care, LLC (formerly known as HeyDoctor), a wholly owned subsidiary of the Company, provides management and other services to professional service corporations (“PSCs”), which are owned by medical professionals in accordance with certain state laws that restrict the corporate practice of medicine and require medical practitioners to own such entities. The Company determined that the PSCs are VIEs. The Company also determined that it is able to direct the activities of the PSCs that most significantly impact their economic performance and it funds and absorbs all losses of these VIEs resulting in the Company being the primary beneficiary of the PSCs. Accordingly, the Company consolidates the VIEs. Revenue of the VIEs were approximately 2 % of the Company’s revenue for each of the three and nine months ended September 30, 2021 and 2020, respectively. The net results of operations of the VIEs for the three and nine months ended September 30, 2021 and 2020 were not material. The VIEs' total assets and liabilities after elimination of intercompany transactions and balances were each less than 1 % of the Company's total assets and liabilities at September 30, 2021 and December 31, 2020 , respectively. |
Segment Reporting and Geographic Information | Segment Reporting and Geographic Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker manages the Company on the basis of one operating segment. During the three and nine months ended September 30, 2021 and 2020, all of the Company’s revenue was from customers located in the United States. In addition, at September 30, 2021 and December 31, 2020 , all of the Company’s right-of-use assets and property and equipment was in the United States. |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements, including the accompanying notes. The Company bases its estimates on historical factors, current circumstances, and the experience and judgment of management. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates. Significant estimates reflected in the condensed consolidated financial statements include revenue recognition, valuation of intangible assets and assumptions used for purposes of determining stock-based compensation. |
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. The Company maintains cash deposits with multiple financial institutions in the United States which, at times, may exceed federally insured limits. Cash may be withdrawn or redeemed on demand. The Company believes that the financial institutions that hold its cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. The Company has not experienced any losses in such accounts. The Company extends credit to its customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally does not obtain or require collateral. For the three months ended September 30, 2021, two customers accounted for approximately 14 % and 10 % of the Company’s revenue. For the nine months ended September 30, 2021, three customers accounted for approximately 13 %, 12 % and 10 % of the Company’s revenue. For the three months ended September 30, 2020, four customers accounted for approximately 16 %, 13 %, 12 % and 10 % of the Company's revenue. For the nine months ended September 30, 2020, three customers accounted for approximately 17 %, 16 % and 11 % of the Company's revenue. At September 30, 2021, no customers accounted for more than 10 % of the Company’s accounts receivable balance. At December 31, 2020, one customer accounted for 12 % of the Company’s accounts receivable balance. In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease (“COVID–19”) a pandemic. The Company’s prescription offering initially experienced a decline in activity as many consumers avoided visiting healthcare professionals and pharmacies in-person, though beginning in the second half of 2020 activity in the Company’s prescription offering improved. The Company’s prescription offering sequentially increased beginning in the third quarter of 2020 through the third quarter of 2021 as consumers partially resumed their interaction with the healthcare system. In addition, the Company has experienced a significant increase in demand for its telehealth offerings. The full extent to which the outbreak of COVID-19 will impact the Company’s business, results of operations and financial condition is still unknown and will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, the actions to contain the virus or treat its impact, mutations of the virus, availability and adoption of effective vaccines and how quickly and to what extent normal economic and operating conditions can resume. In light of the currently unknown ultimate duration and severity of COVID-19, the Company faces a greater degree of uncertainty than normal in making the judgments and estimates needed to apply significant accounting policies. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of September 30, 2021 and through the date of the filing of this Quarterly Report on Form 10-Q. The accounting matters assessed included, but were not limited to, the Company’s carrying value of goodwill and other long-lived assets, valuation of intangible assets acquired in business combinations, incentive-based compensation and income taxes. As of the date of these condensed consolidated financial statements, management is not aware of any specific event or circumstance that would require an update to estimates or judgments or a revision to the carrying value of assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s condensed consolidated financial statements or annual consolidated financial statements in future periods. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are all in financial institutions in the United States. Cash and cash equivalents consist primarily of U.S. treasury securities money market funds held with an investment bank and cash on deposit. Cash equivalents, consisting of money market funds, of $ 852.5 million and $ 932.5 million at September 30, 2021 and December 31, 2020, respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. Restricted cash as of December 31, 2020 represented cash held in an escrow pursuant to terms of the Scriptcycle, LLC business combination relating to contingent consideration, see "Note 3. Business Combinations – Scriptcycle, LLC.” |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As an “emerging growth company” ("EGC"), the Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract . ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred over the noncancelable term of the cloud-computing arrangements plus any optional renewal periods (1) that are reasonably certain to be exercised by the customer or (2) for which exercise of the renewal option is controlled by the cloud service provider. This guidance may be applied retrospectively or prospectively and is effective for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. On January 1, 2021 , the Company adopted ASU 2018-15 prospectively and cloud computing implementation costs incurred on or after January 1, 2021 are included in other assets in the consolidated balance sheet and are presented within operating cash flows. As of September 30, 2021, capitalized implementation costs for cloud computing arrangements were not material. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to the Related Party Guidance for Variable Interest Entities . ASU 2018-17 changes how entities evaluate decision-making fees under the variable interest entity guidance. To determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportional basis, rather than in their entirety. This guidance is effective for fiscal years, beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. All entities are required to apply the amendments in this ASU retrospectively with a cumulative-effect adjustment to retained earnings or accumulated deficit at the beginning of the earliest period presented. The Company adopted this guidance on January 1, 2021 , and the adoption did not have any impact to the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The objective of the guidance is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and to provide more consistent application to improve the comparability of financial statements. The guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company early adopted this guidance on January 1, 2021 , and the adoption did not have a material impact to the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements - Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , to require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In February 2020, the FASB issued ASU 2020-02, Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) (SEC Update), which amends the language in Subtopic 326-20 and addresses questions primarily regarding documentation and company policies. For EGCs, the guidance in ASU 2016-13 and ASU 2020-02 related to credit losses is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For public business entities, the new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company expects to lose its EGC status as of December 31, 2021, at which time the Company expects to qualify as a "large accelerated filer" with a public float exceeding $700.0 million measured as of the end of the second quarter of 2021. The Company will be required to adopt the guidance in ASU 2016-13 and ASU 2020-02 at the beginning of the fiscal year that the EGC status is lost. As such, the Company will be required to adopt the standards effective January 1, 2021 for annual reporting for the year ending December 31, 2021 and for quarterly reporting beginning with the first quarter of 2022. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The ASU applies only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The amendments in this ASU were effective upon issuance and may be applied through December 31, 2022. The Company is currently evaluating the impact of the adoption of this ASU on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification Topic 606: Revenue from Contracts with Customers (“ASC 606”). Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. This ASU will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC 606. The amendments in this ASU do not affect the accounting for other assets or liabilities that may arise from revenue contracts with customers in accordance with ASC 606, such as refund liabilities, or in a business combination, such as customer-related intangible assets and contract-based intangible assets. For public business entities, the new guidance is effective for annual and interim periods beginning after December 15, 2022. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. This update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: (in thousands) September 30, December 31, Income taxes receivable $ 27,869 $ 28,564 Prepaid expenses 13,137 17,484 Total prepaid expenses and other current $ 41,006 $ 46,048 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: (in thousands) September 30, December 31, Accrued bonus and other payroll related $ 15,597 $ 13,607 Accrued marketing 13,531 10,045 Deferred revenue 8,210 6,852 Other accrued expenses 5,109 7,188 Total accrued expenses and other $ 42,447 $ 37,692 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt consisted of the following: (in thousands) September 30, December 31, Principal balance under First Lien Term $ 675,854 $ 681,126 Less: Unamortized debt issuance costs ( 11,957 ) ( 14,209 ) $ 663,897 $ 666,917 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue | Revenue consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2021 2020 2021 2020 Prescription transactions revenue $ 155,652 $ 124,385 $ 434,570 $ 356,950 Subscription revenue (1) 16,226 7,678 42,549 19,676 Other revenue 23,224 8,390 55,049 20,530 Total revenue $ 195,102 $ 140,453 $ 532,168 $ 397,156 (1) Represents revenue from the Company's Gold and Kroger Savings subscription offerings. Subscription revenue is disclosed separately from other revenue beginning in the second quarter of 2021. Prior period amounts have been recast to conform with the current period presentation. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Stock Option Activity | A summary of the stock option activity is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic (in thousands, except per share amounts and term information) Shares Price Term Value Outstanding at December 31, 2020 21,528 $ 6.22 Granted — — Exercised ( 513 ) 5.23 Expired / Cancelled / Forfeited ( 253 ) 6.07 Outstanding at March 31, 2021 20,762 $ 6.24 7.9 years $ 680,528 Granted — — Exercised ( 2,609 ) 5.09 Expired / Cancelled / Forfeited ( 222 ) 7.71 Outstanding at June 30, 2021 17,931 $ 6.39 7.7 years $ 531,079 Granted 151 33.67 Exercised ( 2,733 ) 5.17 Expired / Cancelled / Forfeited ( 333 ) 9.12 Outstanding at September 30, 2021 15,016 $ 6.83 7.5 years $ 513,427 Exercisable at September 30, 2021 7,169 $ 4.69 6.6 years $ 260,422 |
Restricted Stock | |
Summary of Restricted Stock Activity | A summary of the Restricted Stock Awards (“RSAs”) and Restricted Stock Unit (“RSUs”) activity is as follows: Restricted Restricted Restricted Weighted Stock Common Common Grant Date (in thousands, except per share amounts) Awards Stock Stock Fair Value Nonvested restricted stock awards or restricted 1,409 2,790 7,698 $ 26.74 Granted — 647 — 44.12 Vested — ( 95 ) ( 513 ) 29.12 Forfeited — ( 17 ) — 42.31 Nonvested restricted stock awards or restricted 1,409 3,325 7,185 $ 28.05 Granted — 618 — 37.86 Vested ( 470 ) ( 118 ) ( 513 ) 18.68 Forfeited — ( 67 ) — 36.61 Nonvested restricted stock awards or restricted 939 3,758 6,672 $ 29.44 Granted — 1,000 — 33.23 Vested — ( 472 ) ( 513 ) 31.16 Forfeited — ( 81 ) — 39.12 Nonvested restricted stock awards or restricted 939 4,205 6,159 $ 29.56 |
Basic and Diluted (Loss) Earn_2
Basic and Diluted (Loss) Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule Computation of (Loss) Earnings Per Share | The computation of (loss) earnings per share for the three and nine months ended September 30, 2021 and 2020 is as follows: Three Months Ended Nine Months Ended (in thousands, except per share amounts) 2021 2020 2021 2020 Numerator: Net (loss) income $ ( 18,069 ) $ ( 50,032 ) $ 14,660 $ 4,651 Less: Undistributed earnings allocated to — — — ( 1,606 ) Net (loss) income attributable to common $ ( 18,069 ) $ ( 50,032 ) $ 14,660 $ 3,045 Add: Undistributed earnings reallocated to holders — — — 47 Net (loss) income attributable to common $ ( 18,069 ) $ ( 50,032 ) $ 14,660 $ 3,092 Denominator: Weighted average shares - basic 411,223 241,061 408,604 233,727 Dilutive impact of stock options, restricted stock — — 21,091 10,802 Weighted average shares - diluted 411,223 241,061 429,695 244,529 (Loss) earnings per share: Basic $ ( 0.04 ) $ ( 0.21 ) $ 0.04 $ 0.01 Diluted $ ( 0.04 ) $ ( 0.21 ) $ 0.03 $ 0.01 |
Weighted-Average Potentially Dilutive Shares Were Excluded From Computation of Diluted (Loss) Earnings Per Share | The following weighted average potentially dilutive shares were excluded from the computation of diluted (loss) earnings per share for the periods presented because including them would have been antidilutive: Three Months Ended Nine Months Ended (in thousands) 2021 2020 2021 2020 Redeemable convertible preferred stock — 117,825 — 123,285 Stock options, restricted stock awards and restricted 28,267 30,537 2,171 7,540 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2021 | Oct. 07, 2015 | |
Description Of Business [Line Items] | ||
Entity incorporation month and year | 2015-09 | |
GoodRx Inc | Subsidiary | ||
Description Of Business [Line Items] | ||
Percentage of outstanding shares acquired | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($)Customer | Sep. 30, 2020Customer | Sep. 30, 2021USD ($)CustomerSegment | Sep. 30, 2020Customer | Dec. 31, 2020USD ($)Customer | Jun. 30, 2021 | |
Accounting Policies [Line Items] | ||||||
Variable interest entity's percentage of total revenue | 2.00% | 2.00% | 2.00% | 2.00% | ||
Number of operating segment | Segment | 1 | |||||
Accounting Standards Update 2018-15 | ||||||
Accounting Policies [Line Items] | ||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||
Change in accounting principle accounting standards update adoption date | Jan. 1, 2021 | Jan. 1, 2021 | ||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||
Accounting Standards Update 2018-17 | ||||||
Accounting Policies [Line Items] | ||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||
Change in accounting principle accounting standards update adoption date | Jan. 1, 2021 | Jan. 1, 2021 | ||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||
Accounting Standards Update 2019-12 | ||||||
Accounting Policies [Line Items] | ||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||
Change in accounting principle, accounting standards update, early adoption [true false] | true | |||||
Change in accounting principle accounting standards update adoption date | Jan. 1, 2021 | Jan. 1, 2021 | ||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||
Money Market Funds | Fair Value, Inputs, Level 1 | ||||||
Accounting Policies [Line Items] | ||||||
Cash equivalents, fair value disclosure | $ | $ 852.5 | $ 852.5 | $ 932.5 | |||
Customer Concentration Risk | Revenue From Customer | ||||||
Accounting Policies [Line Items] | ||||||
Number of customers | 2 | 4 | 3 | 3 | ||
Customer Concentration Risk | Revenue From Customer | Customer One | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 14.00% | 16.00% | 13.00% | 17.00% | ||
Customer Concentration Risk | Revenue From Customer | Customer Two | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 10.00% | 13.00% | 12.00% | 16.00% | ||
Customer Concentration Risk | Revenue From Customer | Customer Three | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 12.00% | 10.00% | 11.00% | |||
Customer Concentration Risk | Revenue From Customer | Customer Four | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 10.00% | |||||
Credit Concentration Risk | Accounts Receivable | ||||||
Accounting Policies [Line Items] | ||||||
Number of customers | 0 | 1 | ||||
Credit Concentration Risk | Accounts Receivable | Customer One | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 12.00% | |||||
Minimum | Credit Concentration Risk | Accounts Receivable | Customer One | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 10.00% | |||||
Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Variable interest entity's percentage of total assets and liabilities | 1.00% | 1.00% |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ in Thousands | Jul. 21, 2021 | Apr. 30, 2021 | Apr. 16, 2021 | Aug. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 329,696 | $ 261,116 | |||||
Scriptcycle LLC | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | Aug. 31, 2020 | ||||||
Business combination, aggregate consideration | $ 58,300 | ||||||
Estimated fair value of contingent consideration | 800 | ||||||
Contingent consideration based on achievement of certain revenue thresholds | 2,900 | $ 2,900 | |||||
Business Combination Contingent Consideration Arrangements Range Of Outcomes Paid | $ 2,900 | ||||||
Goodwill | 24,900 | ||||||
Identifiable intangible assets related to acquisition | 28,300 | ||||||
Acquired current assets | 5,900 | ||||||
Assumed liabilities | 1,100 | ||||||
Scriptcycle LLC | Customer Related Intangible Assets | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets related to acquisition | $ 25,300 | ||||||
Identifiable intangible assets estimated useful life | 11 years | ||||||
Scriptcycle LLC | Developed Technology and Tradename | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets related to acquisition | $ 3,000 | ||||||
Scriptcycle LLC | Developed Technology and Tradename | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets estimated useful life | 1 year | ||||||
Scriptcycle LLC | Developed Technology and Tradename | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets estimated useful life | 9 years | ||||||
RxSaver, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | Apr. 30, 2021 | ||||||
Business combination, aggregate consideration | $ 50,700 | ||||||
Goodwill | 25,900 | ||||||
Identifiable intangible assets related to acquisition | 25,200 | ||||||
Acquired current assets | 3,600 | ||||||
Assumed liabilities | 4,000 | ||||||
RxSaver, Inc. | Customer Related Intangible Assets | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets related to acquisition | $ 20,700 | ||||||
Identifiable intangible assets estimated useful life | 13 years | ||||||
RxSaver, Inc. | Developed Technology and Tradename | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets related to acquisition | $ 4,500 | ||||||
RxSaver, Inc. | Developed Technology and Tradename | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets estimated useful life | 1 year | ||||||
RxSaver, Inc. | Developed Technology and Tradename | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets estimated useful life | 3 years | ||||||
RxNXT LLC | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, consideration paid in cash | $ 14,500 | ||||||
HealthiNation Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | Apr. 16, 2021 | ||||||
Business combination, aggregate consideration | $ 76,600 | ||||||
Goodwill | 33,200 | ||||||
Identifiable intangible assets related to acquisition | 40,000 | ||||||
Acquired current assets | 5,000 | ||||||
Assumed liabilities | 1,600 | ||||||
HealthiNation Inc. | Customer Related Intangible Assets | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets related to acquisition | $ 28,000 | ||||||
Identifiable intangible assets estimated useful life | 11 years | ||||||
HealthiNation Inc. | Developed Technology and Tradename | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets related to acquisition | $ 600 | ||||||
Identifiable intangible assets estimated useful life | 1 year | ||||||
HealthiNation Inc. | Content Library | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets related to acquisition | $ 9,500 | ||||||
Identifiable intangible assets estimated useful life | 3 years | ||||||
HealthiNation Inc. | Order Backlog | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets related to acquisition | $ 1,900 | ||||||
Identifiable intangible assets estimated useful life | 1 year |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Income taxes receivable | $ 27,869 | $ 28,564 |
Prepaid expenses | 13,137 | 17,484 |
Total prepaid expenses and other current assets | $ 41,006 | $ 46,048 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued bonus and other payroll related | $ 15,597 | $ 13,607 |
Accrued marketing | 13,531 | 10,045 |
Deferred revenue | 8,210 | 6,852 |
Other accrued expenses | 5,109 | 7,188 |
Total accrued expenses and other current liabilities | $ 42,447 | $ 37,692 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |||||
Deferred revenue | $ 8,210 | $ 8,210 | $ 6,852 | ||
Revenue recognized | $ 800 | $ 500 | $ 6,500 | $ 3,300 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | ||
Unrecognized tax benefits | $ 7,400,000 | ||
Changes in unrecognized tax benefits | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
First Lien Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum net leverage ratio | 8.20% | ||||
Covenant terms | As of September 30, 2021, the Company is subject to a financial covenant requiring maintenance of a Net Leverage Ratio not to exceed 8.2 to 1.0 and other nonfinancial covenants under the First Lien Credit Agreement. Additionally, GoodRx is restricted from making dividend payments, loans or advances to the Company. At September 30, 2021, the Company was in compliance with its covenants. | ||||
First Lien Term Loan Facility | First Lien Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Line of credit | $ 700,000 | $ 700,000 | |||
Percentage of collateralized assets | 100.00% | ||||
Frequency of interest payment | quarterly | ||||
Line of credit maturity date | Oct. 10, 2025 | ||||
Description of payments | The First Lien Term Loan Facility requires quarterly payments through September 2025, with any unpaid principal and interest due upon maturity on October 10, 2025 | ||||
Effective interest rate | 3.41% | 3.42% | 3.40% | 4.03% | |
First Lien Term Loan Facility | Minimum | First Lien Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 2.75% | ||||
First Lien Term Loan Facility | Maximum | First Lien Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 3.00% | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit | $ 100,000 | $ 100,000 | |||
Line of credit maturity date | Oct. 11, 2024 | ||||
Principal balance | 0 | $ 0 | $ 0 | ||
Revolving Credit Facility | Minimum | First Lien Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 2.50% | ||||
Interest rate on unused amounts | 0.25% | ||||
Revolving Credit Facility | Maximum | First Lien Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 3.00% | ||||
Interest rate on unused amounts | 0.50% | ||||
Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Principal balance | $ 9,000 | $ 9,000 | $ 9,100 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - First Lien Term Loan Facility - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Principal balance | $ 675,854 | $ 681,126 |
Less: Unamortized debt issuance costs and discounts | (11,957) | (14,209) |
Total debt | $ 663,897 | $ 666,917 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | May 27, 2021USD ($) | Apr. 08, 2021Lawsuit |
Purchase Commitment Excluding Longterm Commitment [Line Items] | ||
Minimum lease payment | $ | $ 41.4 | |
Lease commencement year | 2022 | |
Lease Expiration Year | 2033 | |
Number of Lawsuits | Lawsuit | 2 |
Revenue - Summary of Revenue (D
Revenue - Summary of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 195,102 | $ 140,453 | $ 532,168 | $ 397,156 | |
Prescription Transactions Revenue | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 155,652 | 124,385 | 434,570 | 356,950 | |
Subscription Revenue | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | [1] | 16,226 | 7,678 | 42,549 | 19,676 |
Other Revenue | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 23,224 | $ 8,390 | $ 55,049 | $ 20,530 | |
[1] | Represents revenue from the Company's Gold and Kroger Savings subscription offerings. Subscription revenue is disclosed separately from other revenue beginning in the second quarter of 2021. Prior period amounts have been recast to conform with the current period presentation. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares outstanding, Beginning balance | 17,931,000 | 20,762,000 | 21,528,000 |
Granted, shares | 151,000 | 0 | 0 |
Exercised, shares | (2,733,000) | (2,609,000) | (513,000) |
Expired / Cancelled / Forfeited, shares | (333,000) | (222,000) | (253,000) |
Shares outstanding, Ending Balance | 15,016,000 | 17,931,000 | 20,762,000 |
Exercisable, Ending Balance | 7,169,000 | ||
Weighted Average Exercise Prices, Beginning balance | $ 6.39 | $ 6.24 | $ 6.22 |
Weighted Average Exercise Prices, granted | 33.67 | 0 | 0 |
Weighted Average Exercise Prices, Exercised | 5.17 | 5.09 | 5.23 |
Weighted Average Exercise Prices, Expired/ Cancelled/ Forfeited | 9.12 | 7.71 | 6.07 |
Weighted Average Exercise Prices, Ending balance | 6.83 | $ 6.39 | $ 6.24 |
Weighted Average Exercise Prices, Exercisable, Ending Balance | $ 4.69 | ||
Weighted average remaining contractual term, Outstanding | 7 years 6 months | 7 years 8 months 12 days | 7 years 10 months 24 days |
Weighted average remaining contractual term, Exercisable | 6 years 7 months 6 days | ||
Aggregate Intrinsic Value, Outstanding | $ 513,427 | $ 531,079 | $ 680,528 |
Aggregate Intrinsic Value, Exercisable | $ 260,422 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Sep. 11, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2023 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Weighted-average grant date fair value of stock options granted | $ 18.07 | $ 16.60 | $ 18.07 | $ 4.23 | |||||||
Aggregate intrinsic value of options exercised | $ 97,100,000 | $ 23,000,000 | $ 195,700,000 | $ 25,400,000 | |||||||
Weighted-average period over which cost is expected to be recognized | 2 years 6 months | ||||||||||
Stock Options | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock options granted | 151,000 | 0 | 0 | ||||||||
Stock-based compensation expense | $ 3,000,000 | 6,800,000 | $ 11,100,000 | 10,200,000 | |||||||
Unrecognized stock-based compensation cost | 24,400,000 | 24,400,000 | |||||||||
Restricted Stock Units ('RSUs') | Common Class A | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | 16,500,000 | 1,600,000 | 40,600,000 | 1,600,000 | |||||||
Unrecognized stock-based compensation cost | 143,200,000 | $ 143,200,000 | |||||||||
Weighted-average period over which cost is expected to be recognized | 3 years 2 months 12 days | ||||||||||
Restricted Stock Units ('RSUs') | Common Class B | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | 98,100,000 | $ 447,100,000 | |||||||||
Grant date fair value | $ 533,300,000 | ||||||||||
Restricted Stock Units ('RSUs') | Common Class B | Co-Chief Executive Officers | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted shares granted | 24,633,066 | ||||||||||
Restricted Stock Awards | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | 400,000 | 500,000 | 1,400,000 | $ 1,400,000 | |||||||
Unrecognized stock-based compensation cost | $ 2,800,000 | $ 2,800,000 | |||||||||
Weighted-average period over which cost is expected to be recognized | 1 year 7 months 6 days | ||||||||||
Restricted shares granted | 0 | 0 | 0 | 0 | |||||||
Restricted shares outstanding | 939,000 | 939,000 | 1,409,000 | 939,000 | 1,409,000 | ||||||
Shares vested | 0 | 470,000 | 0 | ||||||||
Restricted Stock Units ("RSUs") Performance-Vesting Founders Awards | Common Class B | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | 87,700,000 | $ 319,800,000 | |||||||||
Shares vested | 16,422,044 | ||||||||||
Shares for tax withholding obligations | 700,000 | ||||||||||
Restricted Stock Units ("RSUs") Performance-Vesting Founders Awards | Common Class B | Forecast | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Remaining shares not issued until three years from vesting date | 15,700,000 | ||||||||||
Restricted Stock Units ("RSUs") Performance-Vesting Founders Awards | Common Class B | Co-Chief Executive Officers | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares vested | 8,211,022 | ||||||||||
Restricted Stock Units ("RSUs") Performance-Vesting Founders Awards | Common Class B | Co-Chief Executive Officers | Minimum | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock price | $ 6.07 | ||||||||||
Restricted Stock Units ("RSUs") Performance-Vesting Founders Awards | Common Class B | Co-Chief Executive Officers | Maximum | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock price | $ 51.28 | ||||||||||
Restricted Stock Units ("RSUs") Time-Vesting Founders Awards | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | 127,300,000 | ||||||||||
Restricted Stock Units ("RSUs") Time-Vesting Founders Awards | Common Class B | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ 20,100,000 | $ 10,400,000 | 74,100,000 | ||||||||
Unrecognized stock-based compensation cost | $ 86,200 | $ 86,200 | |||||||||
Weighted-average period over which cost is expected to be recognized | 1 year 9 months 18 days | ||||||||||
Restricted Stock Units ("RSUs") Time-Vesting Founders Awards | Common Class B | Forecast | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ 16,800,000 | ||||||||||
Restricted Stock Units ("RSUs") Time-Vesting Founders Awards | Common Class B | Co-Chief Executive Officers | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares vested and settled | 4,105,511 | ||||||||||
Vesting period | 4 years |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2019 | |
Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Nonvested restricted stock awards or restricted stock units, Beginning Balance | 939 | 1,409 | 1,409 | |
Granted | 0 | 0 | 0 | 0 |
Vested | 0 | (470) | 0 | |
Forfeited | 0 | 0 | 0 | |
Nonvested restricted stock awards or restricted stock units, Ending Balance | 939 | 939 | 1,409 | |
Restricted Stock Units for Class A Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Nonvested restricted stock awards or restricted stock units, Beginning Balance | 3,758 | 3,325 | 2,790 | |
Granted | 1,000 | 618 | 647 | |
Vested | (472) | (118) | (95) | |
Forfeited | (81) | (67) | (17) | |
Nonvested restricted stock awards or restricted stock units, Ending Balance | 4,205 | 3,758 | 3,325 | |
Restricted Stock Units for Class B Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Nonvested restricted stock awards or restricted stock units, Beginning Balance | 6,672 | 7,185 | 7,698 | |
Granted | 0 | 0 | 0 | |
Vested | (513) | (513) | (513) | |
Forfeited | 0 | 0 | 0 | |
Nonvested restricted stock awards or restricted stock units, Ending Balance | 6,159 | 6,672 | 7,185 | |
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Nonvested restricted stock awards or restricted stock units, Weighted Average Grant Date Fair Value, Beginning Balance | $ 29.44 | $ 28.05 | $ 26.74 | |
Granted, Weighted Average Grant Date Fair Value | 33.23 | 37.86 | 44.12 | |
Vested, Weighted Average Grant Date Fair Value | 31.16 | 18.68 | 29.12 | |
Forfeited, Weighted Average Grant Date Fair Value | 39.12 | 36.61 | 42.31 | |
Nonvested restricted stock awards or restricted stock units, Weighted Average Grant Date Fair Value, Ending Balance | $ 29.56 | $ 29.44 | $ 28.05 |
Basic and Diluted (Loss) Earn_3
Basic and Diluted (Loss) Earnings Per Share - Schedule Computation of (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net (loss) income | $ (18,069) | $ 31,061 | $ 1,668 | $ (50,032) | $ 27,337 | $ 27,346 | $ 14,660 | $ 4,651 |
Less: Undistributed earnings allocated to convertible preferred stock | 0 | 0 | 0 | (1,606) | ||||
Net (loss) income attributable to common stockholders - basic | (18,069) | (50,032) | 14,660 | 3,045 | ||||
Add: Undistributed earnings reallocated to holders of common stock | 0 | 0 | 0 | 47 | ||||
Net (loss) income attributable to common stockholders - diluted | $ (18,069) | $ (50,032) | $ 14,660 | $ 3,092 | ||||
Denominator: | ||||||||
Weighted average shares - basic | 411,223 | 241,061 | 408,604 | 233,727 | ||||
Dilutive impact of stock options, restricted stock awards and restricted stock units | 0 | 0 | 21,091 | 10,802 | ||||
Weighted average shares - diluted | 411,223 | 241,061 | 429,695 | 244,529 | ||||
(Loss) earnings per share: | ||||||||
Basic | $ (0.04) | $ (0.21) | $ 0.04 | $ 0.01 | ||||
Diluted | $ (0.04) | $ (0.21) | $ 0.03 | $ 0.01 |
Basic and Diluted (Loss) Earn_4
Basic and Diluted (Loss) Earnings Per Share - Weighted-Average Potentially Dilutive Shares Were Excluded From Computation of Diluted (Loss) Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Weighted-average potentially dilutive shares were excluded from computation of diluted earnings per share | 0 | 117,825 | 0 | 123,285 |
Stock Options, Restricted Stock Awards and Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Weighted-average potentially dilutive shares were excluded from computation of diluted earnings per share | 28,267 | 30,537 | 2,171 | 7,540 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | Nov. 01, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||
Weighted-average period over which cost is expected to be recognized | 2 years 6 months | |
Restricted Stock Units ('RSUs') | Class A Common Stock | ||
Subsequent Event [Line Items] | ||
Unrecognized stock-based compensation cost | $ 143.2 | |
Weighted-average period over which cost is expected to be recognized | 3 years 2 months 12 days | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Unrecognized stock-based compensation cost | $ 7.1 | |
Subsequent Event | Board of Directors | Restricted Stock Units ('RSUs') | ||
Subsequent Event [Line Items] | ||
Vesting period | 4 years | |
Weighted-average period over which cost is expected to be recognized | 4 years | |
Subsequent Event | Board of Directors | Restricted Stock Units ('RSUs') | Class A Common Stock | ||
Subsequent Event [Line Items] | ||
Restricted shares granted | 0.2 |