Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | GoodRx Holdings, Inc. | |
Entity Central Index Key | 0001809519 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | 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, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 84,394,840 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 313,731,628 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 730,540 | $ 941,109 |
Accounts receivable, net | 122,878 | 118,080 |
Prepaid expenses and other current assets | 40,539 | 29,638 |
Total current assets | 893,957 | 1,088,827 |
Property and equipment, net | 22,877 | 21,612 |
Goodwill | 415,256 | 329,696 |
Intangible assets, net | 131,719 | 88,791 |
Capitalized software, net | 61,700 | 44,987 |
Operating lease right-of-use assets | 28,507 | 27,705 |
Other assets | 37,980 | 6,007 |
Total assets | 1,591,996 | 1,607,625 |
Current liabilities | ||
Accounts payable | 16,825 | 17,501 |
Accrued expenses and other current liabilities | 49,766 | 50,732 |
Current portion of debt | 7,029 | 7,029 |
Operating lease liabilities, current | 5,998 | 5,851 |
Total current liabilities | 79,618 | 81,113 |
Debt, net | 653,830 | 655,858 |
Operating lease liabilities, net of current portion | 33,600 | 33,592 |
Deferred tax liabilities, net | 455 | 244 |
Other liabilities | 6,553 | 5,138 |
Total liabilities | 774,056 | 775,945 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 50,000 shares authorized and zero shares issued and outstanding at June 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized, 84,176 and 85,028 shares issued and outstanding at June 30,2022 and December 31,2021 respectively; and Class B: 1,000,000 shares authorized, 313,732 and 315,534 shares issued and outstanding at June 30,2022 and December 31,2021, respectively | 40 | 40 |
Additional paid-in capital | 2,222,729 | 2,247,347 |
Accumulated deficit | (1,404,829) | (1,415,707) |
Total stockholders' equity | 817,940 | 831,680 |
Total liabilities and stockholders' equity | $ 1,591,996 | $ 1,607,625 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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 | 84,176,000 | 85,028,000 |
Common stock, shares outstanding | 84,176,000 | 85,028,000 |
Common Class B | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 313,732,000 | 315,534,000 |
Common stock, shares outstanding | 313,732,000 | 315,534,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | $ 191,798 | $ 176,635 | $ 395,127 | $ 337,066 |
Costs and operating expenses: | ||||
Cost of revenue, exclusive of depreciation and amortization presented separately below | 18,044 | 11,090 | 30,324 | 21,518 |
Product development and technology | 35,404 | 29,567 | 70,446 | 55,727 |
Sales and marketing | 94,338 | 88,381 | 187,288 | 168,075 |
General and administrative | 34,740 | 39,579 | 66,663 | 83,365 |
Depreciation and amortization | 13,319 | 8,369 | 24,692 | 13,730 |
Total costs and operating expenses | 195,845 | 176,986 | 379,413 | 342,415 |
Operating (loss) income | (4,047) | (351) | 15,714 | (5,349) |
Other expense, net: | ||||
Interest income | (857) | (13) | (909) | (29) |
Interest expense | 6,969 | 5,906 | 12,838 | 11,811 |
Total other expense, net | 6,112 | 5,893 | 11,929 | 11,782 |
(Loss) income before income taxes | (10,159) | (6,244) | 3,785 | (17,131) |
Income tax benefit | 8,744 | 37,305 | 7,093 | 49,860 |
Net (loss) income | $ (1,415) | $ 31,061 | $ 10,878 | $ 32,729 |
(Loss) earnings per share: | ||||
Basic | $ 0 | $ 0.08 | $ 0.03 | $ 0.08 |
Diluted | $ 0 | $ 0.07 | $ 0.03 | $ 0.08 |
Weighted average shares used in computing (loss) earnings per share: | ||||
Basic | 412,135 | 408,363 | 413,405 | 407,273 |
Diluted | 412,135 | 428,867 | 423,077 | 429,228 |
Cost of Sales | ||||
Stock-based compensation included in costs and operating expenses: | ||||
Total stock-based compensation | $ 100 | $ 181 | $ 54 | $ 302 |
Research and Development Expense | ||||
Stock-based compensation included in costs and operating expenses: | ||||
Total stock-based compensation | 9,820 | 7,987 | 17,298 | 16,323 |
Selling and Marketing Expense | ||||
Stock-based compensation included in costs and operating expenses: | ||||
Total stock-based compensation | 5,839 | 5,262 | 11,233 | 10,520 |
General and Administrative Expense | ||||
Stock-based compensation included in costs and operating expenses: | ||||
Total stock-based compensation | $ 15,874 | $ 27,246 | $ 33,197 | $ 60,057 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Class A and Class B Common Stock | Common Stock Class A and Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 711,359 | $ 39 | $ 2,101,773 | $ (1,390,453) | |
Beginning balance at Dec. 31, 2020 | 391,660,000 | ||||
Stock options exercised | 2,680 | 2,680 | |||
Stock options exercised, Shares | 513,000 | ||||
Stock-based compensation | 48,254 | 48,254 | |||
Vesting of restricted stock awards, Shares | 608,000 | ||||
Common stock withheld for tax obligations and net settlement | (14,902) | (14,902) | |||
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) | |
Ending balance at Mar. 31, 2021 | 392,457,000 | ||||
Beginning balance at Dec. 31, 2020 | 711,359 | 39 | 2,101,773 | (1,390,453) | |
Beginning balance at Dec. 31, 2020 | 391,660,000 | ||||
Net (loss) income | 32,729 | ||||
Ending balance at Jun. 30, 2021 | 824,394 | 39 | 2,182,079 | (1,357,724) | |
Ending balance at Jun. 30, 2021 | 395,393,000 | ||||
Beginning balance at Mar. 31, 2021 | 749,059 | 39 | 2,137,805 | (1,388,785) | |
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 | 39 | 2,182,079 | (1,357,724) | |
Ending balance at Jun. 30, 2021 | 395,393,000 | ||||
Beginning balance at Dec. 31, 2021 | 831,680 | 40 | 2,247,347 | (1,415,707) | |
Beginning balance at Dec. 31, 2021 | 400,562,000 | ||||
Stock options exercised | 3,699 | 3,699 | |||
Stock options exercised, Shares | 749,000 | ||||
Stock-based compensation | 32,161 | 32,161 | |||
Vesting of restricted stock awards, Shares | 822,000 | ||||
Common stock withheld for tax obligations and net settlement | (9,561) | (9,561) | |||
Common stock withheld for tax obligations and net settlement, Shares | (364,000) | ||||
Repurchases of Class A common stock | (83,765) | (83,765) | |||
Repurchases of Class A common stock, shares | (5,637,000) | ||||
Net (loss) income | 12,293 | 12,293 | |||
Ending balance at Mar. 31, 2022 | 786,507 | 40 | 2,189,881 | (1,403,414) | |
Ending balance at Mar. 31, 2022 | 396,132,000 | ||||
Beginning balance at Dec. 31, 2021 | 831,680 | 40 | 2,247,347 | (1,415,707) | |
Beginning balance at Dec. 31, 2021 | 400,562,000 | ||||
Net (loss) income | 10,878 | ||||
Ending balance at Jun. 30, 2022 | 817,940 | 40 | 2,222,729 | (1,404,829) | |
Ending balance at Jun. 30, 2022 | 397,908,000 | ||||
Beginning balance at Mar. 31, 2022 | 786,507 | 40 | 2,189,881 | (1,403,414) | |
Beginning balance at Mar. 31, 2022 | 396,132,000 | ||||
Stock options exercised | 4,109 | 4,109 | |||
Stock options exercised, Shares | 1,176,000 | ||||
Stock-based compensation | 33,466 | 33,466 | |||
Vesting of restricted stock awards, Shares | 1,059,000 | ||||
Common stock withheld for tax obligations and net settlement | (4,727) | (4,727) | |||
Common stock withheld for tax obligations and net settlement, Shares | (459,000) | ||||
Net (loss) income | (1,415) | (1,415) | |||
Ending balance at Jun. 30, 2022 | $ 817,940 | $ 40 | $ 2,222,729 | $ (1,404,829) | |
Ending balance at Jun. 30, 2022 | 397,908,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net income | $ 10,878 | $ 32,729 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 24,692 | 13,730 |
Amortization of debt issuance costs | 1,710 | 1,727 |
Non-cash operating lease expense | 1,509 | 1,791 |
Stock-based compensation expense | 61,782 | 87,202 |
Change in fair value of contingent consideration | 240 | |
Deferred income taxes | (336) | (364) |
Loss on abandonment of operating lease assets | 0 | 780 |
Changes in operating assets and liabilities, net of effects of business acquisitions | ||
Accounts receivable | (4,362) | (12,873) |
Prepaid expenses and other assets | (8,439) | (47,241) |
Accounts payable | (1,860) | 4,917 |
Accrued expenses and other current liabilities | (2,089) | (1,897) |
Operating lease liabilities | (2,156) | (590) |
Other liabilities | (400) | 500 |
Net cash provided by operating activities | 81,169 | 80,411 |
Cash flows from investing activities | ||
Purchase of property and equipment | (3,172) | (3,058) |
Acquisitions, net of cash acquired | (156,853) | (125,728) |
Capitalized software | (22,977) | (13,630) |
Investment in minority equity interest | (15,007) | 0 |
Net cash used in investing activities | (198,009) | (142,416) |
Cash flows from financing activities | ||
Payments on long-term debt | (3,515) | (3,515) |
Payment for contingent consideration | 0 | (832) |
Repurchases of Class A common stock | (83,765) | 0 |
Proceeds from exercise of stock options | 7,839 | 15,481 |
Employee taxes paid related to net share settlement of equity awards | (14,288) | (26,017) |
Net cash used in financing activities | (93,729) | (14,883) |
Net change in cash, cash equivalents and restricted cash | (210,569) | (76,888) |
Cash, cash equivalents and restricted cash | ||
Beginning of period | 941,109 | 971,591 |
End of period | 730,540 | 894,703 |
Non cash investing and financing activities | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 2,311 | 471 |
Stock-based compensation included in capitalized software | $ 3,845 | $ 3,418 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Description Of Business [Abstract] | |
Description of Business | 1. Description of Business GoodRx Holdings, Inc. was incorporated in September 2015 and has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. GoodRx, Inc. (“GoodRx”), a Delaware corporation initially formed in September 2011, is a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned subsidiary of GoodRx Holdings, Inc. GoodRx Holdings, Inc. and its subsidiaries (collectively, "we," "us" or "our") offer information and tools to help consumers compare prices and save on their prescription drug purchases. We operate a price comparison platform that provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices through our codes that can be used to save money on prescriptions across the United States. These services are free to consumers and we primarily earn revenue from our core business from pharmacy benefit managers ("PBMs") that manage formularies and prescription transactions including establishing pricing between consumers and pharmacies. We also offer other healthcare products and services, including subscriptions, pharma manufacturer solutions and telehealth services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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 our 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 our audited consolidated financial statements for the year ended December 31, 2021 and the related notes, which are included in our Annual Report on Form 10-K filed with the SEC on March 1, 2022 ("2021 10-K"). The December 31, 2021 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. Our significant accounting policies are discussed in “Note 2. Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included in our 2021 10-K. There have been no material changes in accounting policies during the six months ended June 30, 2022 from those disclosed in the notes to our consolidated financial statements included in our 2021 10-K. Principles of Consolidation The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial statements from their respective dates of acquisition. Use of Estimates The preparation of the 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. We base our estimates on historical factors, current circumstances including the impact of a grocery chain not accepting discounted pricing for a subset of drugs from our PBMs ("grocer issue"), consideration of the economic impact of COVID-19 and the experience and judgment of our management. We evaluate our estimates and assumptions on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of operations reported in future periods. Although the grocer issue has recently been addressed in August 2022 and we expect our discounted pricing to be consistently welcomed at the point of sale by the grocery chain, the sustained effects of the grocer issue on our business, future results of operations and financial condition continue to be difficult to estimate because there are several variables that are highly uncertain and cannot be predicted including, among others, consumer response to updated consumer pricing and timing and extent of returning user levels that have yet to be determined. As the impact of the grocer issue continues to develop, many of our estimates require increased judgment and carry a higher degree of variability and volatility, and may change materially in future periods. Certain Risks and Concentrations Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. We maintain 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. We believe that the financial institutions that hold our cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. We have not experienced any losses in such accounts. We consider 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 equivalents, consisting of money market funds, of $ 642.5 million and $ 852.5 million at June 30, 2022 and December 31, 2021, respectively, are classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally do not obtain or require collateral. For the three months ended June 30, 2022, two customers accounted for approximately 12 % and 11 % of our revenue. For the three months ended June 30, 2021, three customers accounted for approximately 13 %, 11 % and 10 % of our revenue. For the six months ended June 30, 2022, one customer accounted for approximately 12 % of our revenue. For the six months ended June 30, 2021, three customers accounted for approximately 13 %, 12 % and 10 % of our revenue. At June 30, 2022 and December 31, 2021, no customer accounted for more than 10 % of our accounts receivable balance. Equity Investments We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership interests are less than 20 % of the voting stock of the investees and we do not have the ability to exercise significant influence over operating and financial policies of the investees. The equity investments are accounted for under the measurement alternative in accordance with Accounting Standards Codification ("ASC") Topic 321, Investments – Equity Securities , which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. Equity investments included in other assets on our accompanying condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021 are $ 19.0 million and $ 4.0 million, respectively. We did not recognize any changes resulting from observable price changes or impairment loss during the three and six months ended June 30, 2022 . Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“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 ASC 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 results 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. The new guidance is effective for us for annual and interim periods beginning after December 15, 2022. Early adoption of this ASU is permitted, including adoption in an interim period. This update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. We early adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our 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 LIBO Screen Rate 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. We adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our consolidated financial statements. We intend to apply this guidance for contract modifications related to the reference rate reform as they occur through December 31, 2022. Recently Issued Accounting Pronouncements - Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("Topic 820") , which clarifies the guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The guidance is effective for annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the new guidance to our consolidated financial statements. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations vitaCare Prescription Services, Inc. On April 14, 2022 , we acquired all of the equity interests of vitaCare Prescription Services, Inc. (“vitaCare”) from TherapeuticsMD, Inc. (the "Seller"), the sole stockholder of vitaCare for an initial cash payment of approximately $ 150.0 million, subject to customary adjustments, and additional payment or adjustment for contingent consideration payable of up to $7.0 million in cash and contingent consideration receivable based upon vitaCare's achievement of certain specified revenue described further below. We incurred a total of $ 1.6 million of transaction costs associated with this acquisition during 2022 consisting primarily of professional fees which were expensed as incurred and included within general and administrative expenses of our condensed consolidated statement of operations. vitaCare is a prescription technology and service platform that simplifies the prescription fulfillment process for consumers taking brand medications by helping them gain access to therapies and stay on those therapies for as long as medically appropriate. The purpose of the acquisition was to strengthen and expand the services currently available under our existing pharma manufacturer solutions platform. We accounted for the vitaCare acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations and recorded tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The estimated fair values of the acquired intangible assets are determined primarily by using a discounted cash flow method which is a non-recurring fair value measurement based on Level 3 inputs. Goodwill is measured as the excess of purchase consideration over the estimated fair value of tangible and intangible assets acquired and liabilities assumed. The goodwill recorded in connection with this acquisition primarily relates to the expected long-term synergies and other benefits from the acquisition, including the acquired assembled workforce, and is expected to be tax deductible. The acquisition date estimated fair values of the contingent consideration payable and receivable associated with the business combination are based on the amounts of the consideration expected to be transferred or received using significant inputs that are not observable in the market (Level 3 inputs). The contingent consideration payable and receivable are remeasured to their estimated fair values on a recurring basis. Changes in the estimated fair values of the contingent consideration payable and receivable, if any, are recorded within general and administrative expenses in our condensed consolidated statements of operations. The acquisition method of accounting for vitaCare remains incomplete with respect to acquired tangible and intangible assets and liabilities assumed as we continue to gather and evaluate information about circumstances that existed as of the acquisition date. The activities we are currently undertaking, include, but are not limited to, the following: review and evaluation of tangible assets acquired and liabilities assumed and third-party valuations that assist us in determining the estimated fair values of the contingent consideration payable and receivable and acquired intangible assets. Therefore, the acquired assets, liabilities assumed and contingent consideration payable and receivable associated with the acquisition have been measured based on preliminary estimates using assumptions that we believe are reasonable, utilizing information that is currently available. 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. We also established a management incentive plan under which certain continuing vitaCare employees would be eligible to receive up to $ 10.0 million of additional cash compensation upon achievement of certain performance milestones through 2023. This management incentive plan has been accounted for separately from the business combination, excluded from the estimated purchase consideration, and will be recognized as post-combination expense over the performance period as the specified performance milestones are probable of being met. The components of the estimated purchase consideration for vitaCare are as follows: (in thousands) Cash $ 149,877 Fair value of contingent consideration payable 1,684 Fair value of contingent consideration receivable ( 19,741 ) Total estimated purchase consideration $ 131,820 The preliminary allocation of the estimated purchase consideration for vitaCare is as follows: (in thousands) Accounts receivable $ 433 Prepaid expenses and other current assets 50 Property and equipment 255 Intangible assets 52,000 Accounts payable ( 752 ) Accrued expenses and other current liabilities ( 780 ) Goodwill 80,614 Total estimated purchase consideration $ 131,820 The preliminary amounts assigned to the acquired intangible assets and their estimated useful lives are as follows: (dollars in thousands) Fair Weighted Average Useful Life Developed technology $ 30,000 5.0 Customer relationships 21,000 11.0 Tradename 1,000 3.0 $ 52,000 7.4 Contingent Consideration Payable - The contingent consideration payable of up to $ 7.0 million in cash is based upon vitaCare's achievement of certain specified revenue results through 2023 as stipulated by the purchase agreement. The estimated fair value of the contingent consideration payable is based on the present value of the expected future payments to be made to the Seller using an option pricing model. As of June 30, 2022, the estimated fair value of the contingent consideration payable is $ 1.8 million. Contingent Consideration Receivable - vitaCare entered into a commercial agreement with the Seller in connection with the acquisition. In accordance with the terms and conditions of the commercial agreement, the Seller is required to compensate vitaCare for certain pharmacy services over an initial 5-year term following the acquisition, with annual minimum guaranteed payments over the 5-year term totaling $ 66.3 million. The estimated fair value of the contingent consideration receivable is based on the present value of the expected future annual minimum guaranteed payments in excess of the estimated fair value of pharmacy services expected to be provided to the Seller for each respective year over the initial 5-year term and contains significant unobservable inputs (Level 3 inputs). Key inputs used in this estimate include projected revenue and a discount rate which incorporates the risk of achievement associated with the forecasts and the credit risk of the Seller. Significant changes in the projected revenue or discount rate would result in a significantly higher or lower fair value measurement. As of June 30, 2022, the estimated fair value of the contingent consideration receivable is $ 19.6 million, of which $ 3.6 million is included in prepaid expenses and other current assets and $ 16.0 million in other assets on our accompanying condensed consolidated balance sheet. The following table shows a reconciliation of the beginning and ending fair value of the contingent consideration receivable during the three and six months ended June 30, 2022: (in thousands) Three Months Ended Six Months Ended Beginning balance $ — $ — vitaCare acquisition 19,741 19,741 Changes in fair value ( 109 ) ( 109 ) Ending balance $ 19,632 $ 19,632 The following table reflects the pro forma unaudited consolidated results of operations for the periods presented as if the acquisition of vitaCare had occurred on January 1, 2021. The pro forma unaudited consolidated results of operations give effect to certain adjustments including: (i) transaction and severance costs incurred in connection with the acquisition; (ii) amortization expense related to the acquired intangible assets; and (iii) elimination of vitaCare's allocated interest expense related to the Seller's financing agreement whereby vitaCare was released from as guarantor upon the consummation of the acquisition. The pro forma unaudited consolidated results of operations are not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future operating results. Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Pro forma revenue $ 191,874 $ 176,871 $ 395,698 $ 337,485 Pro forma net (loss) income ( 2,335 ) 23,116 2,805 15,175 Revenue and net loss of vitaCare from the acquisition date through June 30, 2022 of $ 1.4 million and $ 7.3 million, respectively, are included in our accompanying condensed consolidated statement of operations. flipMD, Inc. On February 18, 2022, we acquired all of the equity interests of flipMD, Inc. ("flipMD") for $ 7.0 million in cash, subject to customary closing adjustments. flipMD is a marketplace connecting practicing physicians with organizations seeking on-demand medical expertise and expands both our engagement with healthcare providers and services currently available under our existing pharma manufacturer solutions platform. Unaudited supplemental pro forma financial information and the revenue and earnings from the acquisition date through June 30, 2022 for the flipMD acquisition has not been presented because the effects are not material to our condensed consolidated financial statements. The purchase accounting for the flipMD acquisition remains incomplete. 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. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
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 consist of the following: (in thousands) June 30, December 31, Income taxes receivable $ 16,754 $ 8,331 Prepaid expenses 20,223 21,307 Current portion of contingent consideration receivable 3,562 — Total prepaid expenses and other current assets $ 40,539 $ 29,638 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: (in thousands) June 30, December 31, Accrued bonus and other payroll related $ 14,517 $ 24,031 Accrued marketing 15,394 15,493 Deferred revenue 11,543 6,869 Other accrued expenses 8,312 4,339 Total accrued expenses and other current liabilities $ 49,766 $ 50,732 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes We generally calculate 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 such periods. Our estimated annual effective income tax rate is based on our estimated full year income or loss and the related income taxes for each jurisdiction in which we operate. This rate can be affected by estimates of full year pre-tax income or loss and permanent differences. The effective income tax rate was 86.1 % and 597.5 % for the three months ended June 30, 2022 and 2021, respectively. The effective income tax rate was ( 187.4 %) and 291.1 % for the six months ended June 30, 2022 and 2021, respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for the three and six months ended June 30, 2022 and 2021 are due to the effects of non-deductible officers’ stock-based compensation expense, state income taxes, benefits from research and development tax credits and excess tax benefits from our equity awards. The effective income tax rate for the three and six months ended June 30, 2022 was further impacted by the valuation allowance on our net deferred tax assets. We consider all available evidence, both positive and negative in assessing the extent to which a valuation allowance should be applied against our net deferred tax assets. Due to cumulative three-year pre-tax losses adjusted for permanent adjustments, primarily from substantial excess tax benefits realized from the exercise of stock options granted prior to our initial public offering ("IPO"), and a significant number of outstanding stock options which may generate incremental excess tax benefits if they are exercised, we maintain a full valuation allowance against our net deferred tax assets in excess of tax amortizable goodwill as of June 30, 2022. Our judgment regarding the need of a valuation allowance may reasonably change in the next twelve months. The exact timing and amount of any release of the valuation allowance is subject to change depending on the level of tax profitability that we achieve, changes in tax laws or regulations, and price fluctuations of our Class A common stock and its related effects on future excess tax benefits from outstanding stock options. As of December 31, 2021 , we had unrecognized tax benefits of $ 14.8 million, of which approximately $ 5.1 million of unrecognized tax benefits, if recognized, would impact the effective income tax rate. The remaining $ 9.7 million of unrecognized tax benefits would not impact the effective income tax rate to the extent that we continue to maintain a full valuation allowance against our net deferred tax assets. There were no significant changes to our unrecognized tax benefits during the three and six months ended June 30, 2022 , and we do not expect to have any significant changes to unrecognized tax benefits through the end of 2022. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt We have a term loan with an original principal amount of $ 700.0 million (the “First Lien Term Loan Facility”) under our first lien credit agreement (the “First Lien Credit Agreement”) obtained through our wholly owned subsidiary, GoodRx, as borrower and collateralized by substantially all of our assets 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 in October 2025, and bears interest at a rate per annum equal to the LIBO Screen Rate plus a variable margin ranging from 2.75 % to 3.00 %. The effective interest rate on the First Lien Term Loan Facility for the three months ended June 30, 2022 and 2021 was 4.06 % and 3.39 % , respectively. The effective interest rate on the First Lien Term Loan Facility for the six months ended June 30, 2022 and 2021 was 3.72 % and 3.39 % , respectively. We also have a line of credit with a maximum principal amount of $ 100.0 million (the “Revolving Credit Facility”) which matures in October 2024 and bears interest at LIBO Screen Rate plus rates ranging from 2.50 % to 3.00 % on used amounts and 0.25 % to 0.50 % on unused amounts. There are no borrowings outstanding as of June 30, 2022. The outstanding letters of credit issued total $ 9.2 million as of June 30, 2022, which reduce our available borrowings under the Revolving Credit Facility. Our debt consists of the following: (in thousands) June 30, December 31, Principal balance under First Lien Term Loan Facility $ 670,582 $ 674,097 Less: Unamortized debt issuance costs and discounts ( 9,723 ) ( 11,210 ) $ 660,859 $ 662,887 As of June 30, 2022 , we are 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 us. At June 30, 2022 , we are in compliance with our covenants. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Aside from the below, as of June 30, 2022, there are no material changes to our commitments and contingencies as disclosed in the notes to our consolidated financial statements included in our 2021 10-K. Legal Contingencies On December 18, 2020, R. Brian Terenzini, individually and on behalf of all others similarly situated, filed a class action lawsuit against us and certain of our 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 us and certain of our 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 we 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 us. According to the complaints, when Amazon announced its competitor service, our 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. We filed a motion to dismiss the consolidated case on August 6, 2021, and Lead Plaintiffs subsequently filed an omnibus opposition to our motion to dismiss on October 5, 2021. We subsequently filed a reply in support of notice of motion and motion to dismiss. The court granted our motion to dismiss on January 2, 2022. The Lead Plaintiffs filed an amended complaint on February 7, 2022, and we filed a motion to dismiss the amended complaint on March 10, 2022. The Lead Plaintiffs filed a response to file an opposition to our motion to dismiss the amended complaint on April 14, 2022 and we filed a response on May 4, 2022. On June 9, 2022, the court granted our motion and dismissed the amended complaint with prejudice. 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 us against certain of our 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 our board of directors. The derivative lawsuits are stayed pending a final judgment of the class action lawsuit. Based upon information presently known to our management, we have not accrued a loss for the class action and derivative lawsuits described above as the possibility of loss is remote. In March 2020, we received a letter from the Federal Trade Commission ("FTC") indicating its intent to investigate our privacy and security practices to determine whether such practices comply with Section 5 of the FTC Act. In April 2020, the FTC sent an initial request for information to us regarding our sharing of data regarding individuals’ use of our website, app and services with service providers, including Google and Facebook. Since April 2020, we have timely responded to the FTC’s information requests and follow-up questions. On October 14, 2021, staff at the FTC notified us that they intended to recommend that the agency pursue an enforcement action against us and certain of our officers and employees. On January 12, 2022, staff at the FTC sent us an initial draft complaint and consent order. Notwithstanding our belief that we have complied with applicable regulations and have meritorious defenses to any claims or assertions to the contrary, we are negotiating a settlement with the FTC in an effort to resolve all claims and allegations arising out of or relating to the FTC investigation. Settlement with the FTC, and/or related litigation with other parties, could include monetary costs and/or compliance requirements that impose costs to us. These costs may be material both individually and in the aggregate. Based on recent discussions with the FTC and the FTC’s recent settlement proposals, we have determined that a loss is probable and have accrued a reasonable estimate of the loss of $ 2.8 million during the three months ended June 30, 2022 within accrued expenses and other current liabilities on our condensed consolidated balance sheet. While this amount represents our best judgment of the probable loss based on the information currently available to us, it is subject to significant judgments and estimates and numerous factors beyond our control, including without limitation the FTC’s position with respect to the ongoing settlement negotiations. No assurance can be given regarding the ultimate outcome of this matter. Actual loss can be significantly greater or less than our estimated accrual. In the event that the FTC investigation results in a settlement payment by us, or a judgment against us, in an amount significantly in excess of our accrual, the resulting liability could have a material adverse effect upon our financial condition, results of operations and liquidity. In addition, during the normal course of business, we may become subject to, and are 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. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 9. Revenue Revenue consist of the following: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Prescription transactions revenue $ 134,403 $ 144,857 $ 289,910 $ 278,918 Subscription revenue 25,985 14,316 45,095 26,323 Pharma manufacturer solutions revenue (1) 26,551 13,143 50,020 22,512 Other revenue 4,859 4,319 10,102 9,313 Total revenue $ 191,798 $ 176,635 $ 395,127 $ 337,066 (1) Represents revenue from pharma manufacturers and other customers for advertising, including integrating onto our platform their affordability solutions to our consumers. Pharma manufacturer solutions revenue is disclosed separately from other revenue beginning in the first quarter of 2022. Prior period amounts have been recast to conform with the current period presentation. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders Equity | 10. Stockholders' Equity On February 23, 2022, our board of directors authorized the repurchase of up to an aggregate of $ 250.0 million of our Class A common stock through February 23, 2024 (the "repurchase program"). Repurchases under the repurchase program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares under this authorization. This repurchase program does not obligate us to acquire any particular amount of Class A common stock and may be modified, suspended or terminated at any time at the discretion of our board of directors. In March 2022, we repurchased and retired 5.6 million shares of our Class A common stock for an aggregate purchase price of $ 83.8 million under the repurchase program. We have $ 166.2 million available for future repurchases of our Class A common stock under the repurchase program as of June 30, 2022 . |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. 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, 2021 13,568 $ 7.55 7.3 years $ 341,929 Granted 1,163 17.17 Exercised ( 749 ) 4.94 Expired / Cancelled / Forfeited ( 281 ) 16.80 Outstanding at March 31, 2022 13,701 $ 8.32 7.0 years $ 165,307 Granted 3,782 6.69 Exercised ( 1,176 ) 3.49 Expired / Cancelled / Forfeited ( 386 ) 9.47 Outstanding at June 30, 2022 15,921 $ 8.26 7.9 years $ 8,326 Exercisable at June 30, 2022 6,849 $ 6.31 6.5 years $ 8,318 The weighted average grant date fair value per share of stock options granted for the three and six months ended June 30, 2022 was $ 4.53 and $ 6.03 , respectively. For the three months ended June 30, 2022 and 2021, the stock-based compensation expense related to stock options was $ 3.6 million and $ 3.9 million, respectively. For the six months ended June 30, 2022 and 2021, the stock-based compensation expense related to stock options was $ 5.6 million and $ 8.1 million, respectively. At June 30, 2022, there is $ 44.0 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 2.7 years. Restricted Stock Awards and Restricted Stock Units A summary of the Restricted Stock Awards and Restricted Stock Units (“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 939 4,431 5,645 $ 29.64 Granted — 2,283 — 17.88 Vested — ( 309 ) ( 513 ) 31.83 Forfeited — ( 201 ) — 38.32 Nonvested restricted stock awards or restricted 939 6,204 5,132 $ 27.15 Granted — 8,256 — 6.80 Vested ( 470 ) ( 546 ) ( 513 ) 22.24 Forfeited — ( 472 ) — 22.91 Nonvested restricted stock awards or restricted 469 13,442 4,619 $ 18.60 Restricted Stock Units for Class A Common Stock For the three months ended June 30, 2022 and 2021, the stock-based compensation expense related to RSUs for Class A common stock was $ 15.7 million and $ 12.3 million, respectively. For the six months ended June 30, 2022 and 2021, the stock-based compensation expense related to RSUs for Class A common stock was $ 29.5 million and $ 24.1 million, respectively. At June 30, 2022, there is $ 194.5 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 3.5 years. Restricted Stock Units for Class B Common Stock In September 2020, our board of directors granted RSUs covering an aggregate of 24.6 million shares of Class B common stock to our Co-Chief Executive Officers (the “Founders Awards”), subject to the completion of our IPO and continued employment through the applicable vesting dates. Each of our Co-Chief Executive Officers received (i) 8.2 million RSUs that vest based on the achievement of certain stock price goals (the “Performance-Vesting Founders Awards”) and (ii) 4.1 million RSUs that vest and settle in equal quarterly installments over four years , subject to certain vesting acceleration terms (the “Time-Vesting Founders Awards”). The grant date fair value of these awards was $ 533.3 million. All of the Performance-Vesting Founders Awards vested in 2020 and we settled 0.7 million RSUs at that time sufficient to satisfy certain tax withholding obligations due in the year of vesting. The remaining 15.7 million Performance-Vesting Founders Awards shares will not be settled until October 2023 or, if earlier, upon a change in control event, as defined in the RSU agreements governing the Founders Awards. For the three months ended June 30, 2022 and 2021, the stock-based compensation expense related to the Time-Vesting Founders Awards was $ 11.9 million and $ 24.0 million, respectively. For the six months ended June 30, 2022 and 2021, the stock-based compensation expense related to the Time-Vesting Founders Awards was $ 25.8 million and $ 54.0 million, respectively. At June 30, 2022, there is $ 43.6 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 1.2 years. |
Basic and Diluted (Loss) Earnin
Basic and Diluted (Loss) Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted (Loss) Earnings Per Share | 12. Basic and Diluted (Loss) Earnings Per Share The computation of (loss) earnings per share for the three and six months ended June 30, 2022 and 2021 is as follows: Three Months Ended Six Months Ended (in thousands, except per share amounts) 2022 2021 2022 2021 Numerator: Net (loss) income $ ( 1,415 ) $ 31,061 $ 10,878 $ 32,729 Denominator: Weighted average shares - basic 412,135 408,363 413,405 407,273 Dilutive impact of stock options, restricted stock — 20,504 9,672 21,955 Weighted average shares - diluted 412,135 428,867 423,077 429,228 (Loss) earnings per share: Basic $ ( 0.00 ) $ 0.08 $ 0.03 $ 0.08 Diluted $ ( 0.00 ) $ 0.07 $ 0.03 $ 0.08 The following weighted average potentially dilutive shares are excluded from the computation of diluted (loss) earnings per share for the periods presented because including them would have been antidilutive: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Stock options, restricted stock awards and 27,057 3,277 6,742 1,904 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 our 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 our audited consolidated financial statements for the year ended December 31, 2021 and the related notes, which are included in our Annual Report on Form 10-K filed with the SEC on March 1, 2022 ("2021 10-K"). The December 31, 2021 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. Our significant accounting policies are discussed in “Note 2. Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included in our 2021 10-K. There have been no material changes in accounting policies during the six months ended June 30, 2022 from those disclosed in the notes to our consolidated financial statements included in our 2021 10-K. |
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 for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial statements from their respective dates of acquisition. |
Use of Estimates | Use of Estimates The preparation of the 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. We base our estimates on historical factors, current circumstances including the impact of a grocery chain not accepting discounted pricing for a subset of drugs from our PBMs ("grocer issue"), consideration of the economic impact of COVID-19 and the experience and judgment of our management. We evaluate our estimates and assumptions on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of operations reported in future periods. Although the grocer issue has recently been addressed in August 2022 and we expect our discounted pricing to be consistently welcomed at the point of sale by the grocery chain, the sustained effects of the grocer issue on our business, future results of operations and financial condition continue to be difficult to estimate because there are several variables that are highly uncertain and cannot be predicted including, among others, consumer response to updated consumer pricing and timing and extent of returning user levels that have yet to be determined. As the impact of the grocer issue continues to develop, many of our estimates require increased judgment and carry a higher degree of variability and volatility, and may change materially in future periods. |
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. We maintain 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. We believe that the financial institutions that hold our cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. We have not experienced any losses in such accounts. We consider 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 equivalents, consisting of money market funds, of $ 642.5 million and $ 852.5 million at June 30, 2022 and December 31, 2021, respectively, are classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally do not obtain or require collateral. For the three months ended June 30, 2022, two customers accounted for approximately 12 % and 11 % of our revenue. For the three months ended June 30, 2021, three customers accounted for approximately 13 %, 11 % and 10 % of our revenue. For the six months ended June 30, 2022, one customer accounted for approximately 12 % of our revenue. For the six months ended June 30, 2021, three customers accounted for approximately 13 %, 12 % and 10 % of our revenue. At June 30, 2022 and December 31, 2021, no customer accounted for more than 10 % of our accounts receivable balance. |
Cash, Cash Equivalents and Restricted Cash | Equity Investments We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership interests are less than 20 % of the voting stock of the investees and we do not have the ability to exercise significant influence over operating and financial policies of the investees. The equity investments are accounted for under the measurement alternative in accordance with Accounting Standards Codification ("ASC") Topic 321, Investments – Equity Securities , which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. Equity investments included in other assets on our accompanying condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021 are $ 19.0 million and $ 4.0 million, respectively. We did not recognize any changes resulting from observable price changes or impairment loss during the three and six months ended June 30, 2022 . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“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 ASC 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 results 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. The new guidance is effective for us for annual and interim periods beginning after December 15, 2022. Early adoption of this ASU is permitted, including adoption in an interim period. This update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. We early adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our 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 LIBO Screen Rate 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. We adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our consolidated financial statements. We intend to apply this guidance for contract modifications related to the reference rate reform as they occur through December 31, 2022. Recently Issued Accounting Pronouncements - Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("Topic 820") , which clarifies the guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The guidance is effective for annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the new guidance to our consolidated financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Summary of Acquisition Date Fair Value of Consideration Transferred | The components of the estimated purchase consideration for vitaCare are as follows: (in thousands) Cash $ 149,877 Fair value of contingent consideration payable 1,684 Fair value of contingent consideration receivable ( 19,741 ) Total estimated purchase consideration $ 131,820 |
Summary of Allocation of Purchase Price | The preliminary allocation of the estimated purchase consideration for vitaCare is as follows: (in thousands) Accounts receivable $ 433 Prepaid expenses and other current assets 50 Property and equipment 255 Intangible assets 52,000 Accounts payable ( 752 ) Accrued expenses and other current liabilities ( 780 ) Goodwill 80,614 Total estimated purchase consideration $ 131,820 |
Summary of Identified Intangible Assets Acquired | The preliminary amounts assigned to the acquired intangible assets and their estimated useful lives are as follows: (dollars in thousands) Fair Weighted Average Useful Life Developed technology $ 30,000 5.0 Customer relationships 21,000 11.0 Tradename 1,000 3.0 $ 52,000 7.4 |
Summary of Reconciliation of Fair Value of the Contingent Consideration | The following table shows a reconciliation of the beginning and ending fair value of the contingent consideration receivable during the three and six months ended June 30, 2022: (in thousands) Three Months Ended Six Months Ended Beginning balance $ — $ — vitaCare acquisition 19,741 19,741 Changes in fair value ( 109 ) ( 109 ) Ending balance $ 19,632 $ 19,632 |
Summary of Supplemental Unaudited Pro Forma Financial Information | The following table reflects the pro forma unaudited consolidated results of operations for the periods presented as if the acquisition of vitaCare had occurred on January 1, 2021. Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Pro forma revenue $ 191,874 $ 176,871 $ 395,698 $ 337,485 Pro forma net (loss) income ( 2,335 ) 23,116 2,805 15,175 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: (in thousands) June 30, December 31, Income taxes receivable $ 16,754 $ 8,331 Prepaid expenses 20,223 21,307 Current portion of contingent consideration receivable 3,562 — Total prepaid expenses and other current assets $ 40,539 $ 29,638 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: (in thousands) June 30, December 31, Accrued bonus and other payroll related $ 14,517 $ 24,031 Accrued marketing 15,394 15,493 Deferred revenue 11,543 6,869 Other accrued expenses 8,312 4,339 Total accrued expenses and other current liabilities $ 49,766 $ 50,732 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Our debt consists of the following: (in thousands) June 30, December 31, Principal balance under First Lien Term Loan Facility $ 670,582 $ 674,097 Less: Unamortized debt issuance costs and discounts ( 9,723 ) ( 11,210 ) $ 660,859 $ 662,887 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue | Revenue consist of the following: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Prescription transactions revenue $ 134,403 $ 144,857 $ 289,910 $ 278,918 Subscription revenue 25,985 14,316 45,095 26,323 Pharma manufacturer solutions revenue (1) 26,551 13,143 50,020 22,512 Other revenue 4,859 4,319 10,102 9,313 Total revenue $ 191,798 $ 176,635 $ 395,127 $ 337,066 (1) Represents revenue from pharma manufacturers and other customers for advertising, including integrating onto our platform their affordability solutions to our consumers. Pharma manufacturer solutions revenue is disclosed separately from other revenue beginning in the first quarter of 2022. Prior period amounts have been recast to conform with the current period presentation. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021 13,568 $ 7.55 7.3 years $ 341,929 Granted 1,163 17.17 Exercised ( 749 ) 4.94 Expired / Cancelled / Forfeited ( 281 ) 16.80 Outstanding at March 31, 2022 13,701 $ 8.32 7.0 years $ 165,307 Granted 3,782 6.69 Exercised ( 1,176 ) 3.49 Expired / Cancelled / Forfeited ( 386 ) 9.47 Outstanding at June 30, 2022 15,921 $ 8.26 7.9 years $ 8,326 Exercisable at June 30, 2022 6,849 $ 6.31 6.5 years $ 8,318 |
Summary of Restricted Stock Activity | A summary of the Restricted Stock Awards and Restricted Stock Units (“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 939 4,431 5,645 $ 29.64 Granted — 2,283 — 17.88 Vested — ( 309 ) ( 513 ) 31.83 Forfeited — ( 201 ) — 38.32 Nonvested restricted stock awards or restricted 939 6,204 5,132 $ 27.15 Granted — 8,256 — 6.80 Vested ( 470 ) ( 546 ) ( 513 ) 22.24 Forfeited — ( 472 ) — 22.91 Nonvested restricted stock awards or restricted 469 13,442 4,619 $ 18.60 |
Basic and Diluted (Loss) Earn_2
Basic and Diluted (Loss) Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule Computation of (Loss) Earnings Per Share | The computation of (loss) earnings per share for the three and six months ended June 30, 2022 and 2021 is as follows: Three Months Ended Six Months Ended (in thousands, except per share amounts) 2022 2021 2022 2021 Numerator: Net (loss) income $ ( 1,415 ) $ 31,061 $ 10,878 $ 32,729 Denominator: Weighted average shares - basic 412,135 408,363 413,405 407,273 Dilutive impact of stock options, restricted stock — 20,504 9,672 21,955 Weighted average shares - diluted 412,135 428,867 423,077 429,228 (Loss) earnings per share: Basic $ ( 0.00 ) $ 0.08 $ 0.03 $ 0.08 Diluted $ ( 0.00 ) $ 0.07 $ 0.03 $ 0.08 |
Weighted-Average Potentially Dilutive Shares Were Excluded From Computation of Diluted (Loss) Earnings Per Share | The following weighted average potentially dilutive shares are excluded from the computation of diluted (loss) earnings per share for the periods presented because including them would have been antidilutive: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Stock options, restricted stock awards and 27,057 3,277 6,742 1,904 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Description Of Business [Line Items] | |
Entity incorporation month and year | 2015-09 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) Customer | Jun. 30, 2021 Customer | Jun. 30, 2022 USD ($) Customer | Jun. 30, 2021 Customer | Dec. 31, 2021 USD ($) Customer | |
Accounting Policies [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 20% | 20% | |||
Equity investments included in other assets | $ | $ 19 | $ 19 | $ 4 | ||
Money Market Funds | Fair Value, Inputs, Level 1 | |||||
Accounting Policies [Line Items] | |||||
Cash equivalents, fair value disclosure | $ | $ 642.5 | $ 642.5 | $ 852.5 | ||
Customer Concentration Risk | Revenue From Customer | |||||
Accounting Policies [Line Items] | |||||
Number of customers | Customer | 2 | 3 | 1 | 3 | |
Customer Concentration Risk | Customer One | Revenue From Customer | |||||
Accounting Policies [Line Items] | |||||
Concentration risk percentage | 12% | 13% | 12% | 13% | |
Customer Concentration Risk | Customer Two | Revenue From Customer | |||||
Accounting Policies [Line Items] | |||||
Concentration risk percentage | 11% | 11% | 12% | ||
Customer Concentration Risk | Customer Three | Revenue From Customer | |||||
Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10% | 10% | |||
Credit Concentration Risk | Accounts Receivable | |||||
Accounting Policies [Line Items] | |||||
Number of customers | Customer | 0 | 0 | |||
Credit Concentration Risk | Customer One | Accounts Receivable | |||||
Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10% | 10% |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Apr. 14, 2022 | Feb. 18, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||
Business combination, consideration paid in cash | $ 150,000 | ||||||||
Fair value of contingent consideration payable | $ 7,000 | ||||||||
Prepaid expenses and other current assets | $ 40,539 | $ 40,539 | $ 29,638 | ||||||
Net (loss) income | (1,415) | $ 12,293 | $ 31,061 | $ 1,668 | 10,878 | $ 32,729 | |||
flipMD, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, consideration paid in cash | $ 7,000 | ||||||||
VitaCare Prescription Services, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Date of acquisition | Apr. 14, 2022 | ||||||||
Business combination, consideration paid in cash | 149,877 | ||||||||
Fair value of contingent consideration payable | $ 1,684 | 1,800 | 1,800 | ||||||
Fair value of the consideration transferred | 131,820 | ||||||||
Business combination, annual minimum guaranteed payments | 66,300 | ||||||||
Fair value of contingent consideration receivable | 19,741 | 19,600 | 19,600 | ||||||
Business acquisition, Transaction costs | 1,600 | ||||||||
Compensation to employees based on performance | $ 10,000 | ||||||||
Prepaid expenses and other current assets | 3,600 | 3,600 | |||||||
Other Assets | $ 16,000 | 16,000 | |||||||
Revenue from acquisition | 1,400 | ||||||||
Net (loss) income | $ 7,300 |
Business Combinations - Summary
Business Combinations - Summary of Acquisition Date Fair Value of Consideration Transferred (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 14, 2022 | Jun. 30, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Cash | $ 150,000 | |
Fair value of contingent consideration payable | 7,000 | |
VitaCare Prescription Services, Inc | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Cash | $ 149,877 | |
Fair value of contingent consideration payable | 1,684 | 1,800 |
Fair value of contingent consideration receivable | $ (19,741) | (19,600) |
Total purchase consideration | $ 131,820 |
Business Combinations - Summa_2
Business Combinations - Summary of Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Apr. 14, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 415,256 | $ 329,696 | |
VitaCare Prescription Services, Inc | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 433 | ||
Prepaid expenses and other current assets | 50 | ||
Property and equipment | 255 | ||
Intangible assets | 52,000 | ||
Accounts payable | (752) | ||
Accrued expenses and other current liabilities | (780) | ||
Goodwill | 80,614 | ||
Total purchase consideration | $ 131,820 |
Business Combinations - Summa_3
Business Combinations - Summary of Identified Intangible Assets Acquired (Details) - VitaCare Prescription Services, Inc $ in Thousands | Apr. 14, 2022 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets acquired, Fair Value | $ 52,000 |
Finite lived intangible assets acquired, Estimated Useful Life | 7 years 4 months 24 days |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets acquired, Fair Value | $ 30,000 |
Finite lived intangible assets acquired, Estimated Useful Life | 5 years |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets acquired, Fair Value | $ 21,000 |
Finite lived intangible assets acquired, Estimated Useful Life | 11 years |
Trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets acquired, Fair Value | $ 1,000 |
Finite lived intangible assets acquired, Estimated Useful Life | 3 years |
Business Combinations - Summa_4
Business Combinations - Summary of Reconciliation of Fair Value of the Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||
Beginning balance | $ 0 | $ 0 |
VitaCare acquisition | 19,741 | 19,741 |
Changes in fair value | (109) | (109) |
Ending balance | $ 19,632 | $ 19,632 |
Business Combinations - Summa_5
Business Combinations - Summary of Supplemental Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Pro forma revenue | $ 191,874 | $ 176,871 | $ 395,698 | $ 337,485 |
Pro forma net income | $ (2,335) | $ 23,116 | $ 2,805 | $ 15,175 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Income taxes receivable | $ 16,754 | $ 8,331 |
Prepaid expenses | 20,223 | 21,307 |
Current portion of contingent consideration receivable | 3,562 | |
Total prepaid expenses and other current assets | $ 40,539 | $ 29,638 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued bonus and other payroll related | $ 14,517 | $ 24,031 |
Accrued marketing | 15,394 | 15,493 |
Deferred revenue | 11,543 | 6,869 |
Other accrued expenses | 8,312 | 4,339 |
Total accrued expenses and other current liabilities | $ 49,766 | $ 50,732 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |||||
Deferred revenue | $ 11,543 | $ 11,543 | $ 6,869 | ||
Revenue recognized | $ 1,300 | $ 1,400 | $ 5,800 | $ 5,700 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Income tax rate | 86.10% | 597.50% | 187.40% | 291.10% | |
Unrecognized tax benefits | $ 14,800,000 | ||||
Unrecognized tax benefits would impact the effective tax rate, if recognized | 5,100,000 | ||||
Unrecognized tax benefits would not impact the effective tax rate, if recognized | $ 9,700,000 | ||||
Changes in unrecognized tax benefits | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
First Lien Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Line of credit | $ 700,000,000 | $ 700,000,000 | ||
Frequency of interest payment | quarterly | |||
Description of payments | The First Lien Term Loan Facility requires quarterly payments through September 2025, with any unpaid principal and interest due upon maturity in October 2025, | |||
Effective interest rate | 4.06% | 3.39% | 3.72% | 3.39% |
Covenant terms | As of June 30, 2022, we are 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 us. At June 30, 2022, we are in compliance with our covenants. | |||
Minimum | First Lien Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest rate on used amounts | 2.50% | |||
Effective interest rate | 2.75% | |||
Interest rate on unused amounts | 0.25% | |||
Maximum net leverage ratio | 8.20% | |||
Maximum | First Lien Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 3% | |||
Interest rate on unused amounts | 0.50% | |||
Maximum net leverage ratio | 1% | |||
First Lien Term Loan Facility | First Lien Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Percentage of collateralized assets | 100% | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit | $ 100,000,000 | $ 100,000,000 | ||
Line of credit maturity date | Oct. 11, 2024 | |||
Principal balance | 0 | $ 0 | ||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit | $ 9,200,000 | $ 9,200,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - First Lien Credit Agreement [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Principal balance | $ 670,582 | $ 674,097 |
Less: Unamortized debt issuance costs and discounts | (9,723) | (11,210) |
Total debt | $ 660,859 | $ 662,887 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended | |
Jun. 30, 2022 USD ($) | Apr. 08, 2021 Lawsuit | |
Purchase Commitment Excluding Longterm Commitment [Line Items] | ||
Number of lawsuits | Lawsuit | 2 | |
Reasonable estimate loss | $ | $ 2.8 |
Revenue - Summary of Revenue (D
Revenue - Summary of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 191,798 | $ 176,635 | $ 395,127 | $ 337,066 | |
Prescription Transactions Revenue | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 134,403 | 144,857 | 289,910 | 278,918 | |
Subscription Revenue | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 25,985 | 14,316 | 45,095 | 26,323 | |
Pharma Manufacturer Solutions Revenue | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | [1] | 26,551 | 13,143 | 50,020 | 22,512 |
Other Revenue | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 4,859 | $ 4,319 | $ 10,102 | $ 9,313 | |
[1] Represents revenue from pharma manufacturers and other customers for advertising, including integrating onto our platform their affordability solutions to our consumers. Pharma manufacturer solutions revenue is disclosed separately from other revenue beginning in the first quarter of 2022. Prior period amounts have been recast to conform with the current period presentation. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - Common Class A [Member] - USD ($) shares in Millions, $ in Millions | 1 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Feb. 23, 2022 | |
Class of Stock [Line Items] | |||
Stock repurchase, authorized amount | $ 250 | ||
Common stock repurchased and retired (in shares) | 5.6 | ||
Common stock repurchased and retired | $ 83.8 | ||
Stock Repurchase Program, Available for Future Repurchases | $ 166.2 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares outstanding, Beginning balance | 13,701 | 13,568 | |
Granted, shares | 3,782 | 1,163 | |
Exercised, shares | (1,176) | (749) | |
Expired / Cancelled / Forfeited, shares | (386) | (281) | |
Shares outstanding, Ending Balance | 15,921 | 13,701 | 13,568 |
Exercisable, Ending Balance | 6,849 | ||
Weighted Average Exercise Prices, Beginning balance | $ 8.32 | $ 7.55 | |
Weighted Average Exercise Prices, granted | 6.69 | 17.17 | |
Weighted Average Exercise Prices, Exercised | 3.49 | 4.94 | |
Weighted Average Exercise Prices, Expired/ Cancelled/ Forfeited | 9.47 | 16.80 | |
Weighted Average Exercise Prices, Ending balance | 8.26 | $ 8.32 | $ 7.55 |
Weighted Average Exercise Prices, Exercisable, Ending Balance | $ 6.31 | ||
Weighted average remaining contractual term, Outstanding | 7 years 10 months 24 days | 7 years | 7 years 3 months 18 days |
Weighted average remaining contractual term, Exercisable | 6 years 6 months | ||
Aggregate Intrinsic Value, Outstanding | $ 8,326 | $ 165,307 | $ 341,929 |
Aggregate Intrinsic Value, Exercisable | $ 8,318 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 6 Months Ended | 36 Months Ended | ||||||
Sep. 11, 2020 | Sep. 11, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Oct. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Weighted-average grant date fair value of stock options granted | $ 4.53 | $ 6.03 | |||||||
Weighted-average period over which cost is expected to be recognized | 2 years 8 months 12 days | ||||||||
Stock Options | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted | 3,782 | 1,163 | |||||||
Stock-based compensation expense | $ 3,600,000 | $ 3,900,000 | $ 5,600,000 | $ 8,100,000 | |||||
Unrecognized stock-based compensation cost | 44,000,000 | 44,000,000 | |||||||
Restricted Stock Units ('RSUs') | Common Class A | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | 15,700,000 | 12,300,000 | 29,500 | 24,100,000 | |||||
Unrecognized stock-based compensation cost | $ 194,500,000 | $ 194,500,000 | |||||||
Weighted-average period over which cost is expected to be recognized | 3 years 6 months | ||||||||
Restricted Stock Units ('RSUs') | Common Class B | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
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 | 24,600 | ||||||||
Restricted Stock Awards | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Restricted shares granted | 0 | ||||||||
Restricted shares outstanding | 469 | 939 | 939 | 469 | |||||
Shares vested | 470 | 0 | |||||||
Restricted Stock Units Performance Vesting Founders Awards | Common Class B | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 11,900,000 | ||||||||
Shares for tax withholding obligations | 700 | ||||||||
Restricted Stock Units 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 | ||||||||
Restricted Stock Units Performance Vesting Founders Awards | Common Class B | Co-Chief Executive Officers | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares vested | 8,200 | ||||||||
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 | $ 24,000,000 | $ 25,800,000 | $ 54,000,000 | ||||||
Unrecognized stock-based compensation cost | $ 43,600,000 | $ 43,600,000 | |||||||
Weighted-average period over which cost is expected to be recognized | 1 year 2 months 12 days | ||||||||
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 | 4,100 | ||||||||
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 | |
Jun. 30, 2022 | Mar. 31, 2022 | |
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 | 939 |
Granted | 0 | |
Vested | (470) | 0 |
Forfeited | 0 | |
Nonvested restricted stock awards or restricted stock units, Ending Balance | 469 | 939 |
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 | 6,204 | 4,431 |
Granted | 8,256 | 2,283 |
Vested | (546) | (309) |
Forfeited | (472) | (201) |
Nonvested restricted stock awards or restricted stock units, Ending Balance | 13,442 | 6,204 |
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 | 5,132 | 5,645 |
Granted | 0 | |
Vested | (513) | (513) |
Forfeited | 0 | |
Nonvested restricted stock awards or restricted stock units, Ending Balance | 4,619 | 5,132 |
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 | $ 27.15 | $ 29.64 |
Granted, Weighted Average Grant Date Fair Value | 6.80 | 17.88 |
Vested, Weighted Average Grant Date Fair Value | 22.24 | 31.83 |
Forfeited, Weighted Average Grant Date Fair Value | 22.91 | 38.32 |
Nonvested restricted stock awards or restricted stock units, Weighted Average Grant Date Fair Value, Ending Balance | $ 18.60 | $ 27.15 |
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 | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Net (loss) income | $ (1,415) | $ 12,293 | $ 31,061 | $ 1,668 | $ 10,878 | $ 32,729 |
Denominator: | ||||||
Weighted average shares - basic | 412,135 | 408,363 | 413,405 | 407,273 | ||
Dilutive impact of stock options, restricted stock awards and restricted stock units | 0 | 20,504 | 9,672 | 21,955 | ||
Weighted average shares - diluted | 412,135 | 428,867 | 423,077 | 429,228 | ||
(Loss) Earnings Per Share: | ||||||
Basic | $ 0 | $ 0.08 | $ 0.03 | $ 0.08 | ||
Diluted | $ 0 | $ 0.07 | $ 0.03 | $ 0.08 |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Stock Options, Restricted Stock Awards and Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Stock options and restricted stock units | 27,057 | 3,277 | 6,742 | 1,904 |