Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | GoodRx Holdings, Inc. | ||
Entity Central Index Key | 0001809519 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
ICFR Auditor Attestation Flag | true | ||
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 | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Public Float | $ 472.1 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to its 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022 are incorporated herein by reference in Part III. | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Los Angeles, California | ||
Auditor Firm ID | 238 | ||
Class A common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 83,835,138 | ||
Class B common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 313,731,628 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 757,165 | $ 941,109 |
Accounts receivable, net | 117,141 | 118,080 |
Prepaid expenses and other current assets | 45,380 | 29,638 |
Total current assets | 919,686 | 1,088,827 |
Property and equipment, net | 19,820 | 21,612 |
Goodwill | 412,117 | 329,696 |
Intangible assets, net | 119,865 | 88,791 |
Capitalized software, net | 70,072 | 44,987 |
Operating lease right-of-use assets | 35,906 | 27,705 |
Other assets | 27,165 | 6,007 |
Total assets | 1,604,631 | 1,607,625 |
Current liabilities | ||
Accounts payable | 17,700 | 17,501 |
Accrued expenses and other current liabilities | 47,523 | 50,732 |
Current portion of debt | 7,029 | 7,029 |
Operating lease liabilities, current | 4,068 | 5,851 |
Total current liabilities | 76,320 | 81,113 |
Debt, net | 651,796 | 655,858 |
Operating lease liabilities, net of current portion | 54,131 | 33,592 |
Other liabilities | 7,557 | 5,382 |
Total liabilities | 789,804 | 775,945 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 50,000 shares authorized and zero shares issued and outstanding at December 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized, 83,293 and 85,028 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively; and Class B: 1,000,000 shares authorized, 313,732 and 315,534 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 40 | 40 |
Additional paid-in capital | 2,263,322 | 2,247,347 |
Accumulated deficit | (1,448,535) | (1,415,707) |
Total stockholders' equity | 814,827 | 831,680 |
Total liabilities and stockholders' equity | $ 1,604,631 | $ 1,607,625 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 83,293,000 | 85,028,000 |
Common stock, shares outstanding | 83,293,000 | 85,028,000 |
Common Class B | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 313,732,000 | 315,534,000 |
Common stock, shares outstanding | 313,732,000 | 315,534,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 766,554 | $ 745,424 | $ 550,700 |
Costs and operating expenses: | |||
Cost of revenue, exclusive of depreciation and amortization presented separately below | 65,079 | 46,716 | 29,587 |
Product development and technology | 143,137 | 125,860 | 61,816 |
Sales and marketing | 357,631 | 370,217 | 255,135 |
General and administrative | 144,792 | 154,686 | 461,451 |
Depreciation and amortization | 54,177 | 34,539 | 18,430 |
Total costs and operating expenses | 764,816 | 732,018 | 826,419 |
Operating income (loss) | 1,738 | 13,406 | (275,719) |
Other expense, net: | |||
Other income, net | 0 | 0 | 22 |
Interest income | 9,274 | 59 | 160 |
Interest expense | (34,243) | (23,642) | (27,913) |
Total other expense, net | (24,969) | (23,583) | (27,731) |
Loss before income taxes | (23,231) | (10,177) | (303,450) |
Income tax (expense) benefit | (9,597) | (15,077) | 9,827 |
Net loss | $ (32,828) | $ (25,254) | $ (293,623) |
Loss per share: | |||
Basic | $ (0.08) | $ (0.06) | $ (1.07) |
Diluted | $ (0.08) | $ (0.06) | $ (1.07) |
Weighted average shares used in computing loss per share: | |||
Basic | 412,858 | 409,981 | 274,696 |
Diluted | 412,858 | 409,981 | 274,696 |
Cost of revenue | |||
Stock-based compensation included in costs and operating expenses: | |||
Total stock-based compensation | $ 359 | $ 798 | $ 184 |
Product development and technology | |||
Stock-based compensation included in costs and operating expenses: | |||
Total stock-based compensation | 35,190 | 35,090 | 10,937 |
Sales and marketing | |||
Stock-based compensation included in costs and operating expenses: | |||
Total stock-based compensation | 21,036 | 20,645 | 8,789 |
General and administrative | |||
Stock-based compensation included in costs and operating expenses: | |||
Total stock-based compensation | $ 63,649 | $ 103,929 | $ 377,375 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | IPO Member | Private Placement | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock IPO Member | Common Stock | Common Stock IPO Member | Class A and Class B Common Stock | Common Class A | Common Class A IPO Member | Common Class A Private Placement | Common Class B | Additional Paid-in Capital | Additional Paid-in Capital IPO Member | Additional Paid-in Capital Private Placement | Accumulated Deficit | Common Stock Common Stock | Common Stock Class A and Class B Common Stock |
Redeemable convertible preferred stock, Beginning balance at Dec. 31, 2019 | $ 737,009 | |||||||||||||||||
Redeemable convertible preferred stock, Beginning balance, Shares at Dec. 31, 2019 | 126,046,000 | |||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ (1,087,582) | $ 8,788 | $ (1,096,830) | $ 460 | ||||||||||||||
Beginning balance, Shares at Dec. 31, 2019 | 229,750,000 | |||||||||||||||||
Stock options exercised | 10,831 | $ 3 | 10,828 | |||||||||||||||
Stock options exercised, Shares | 1,469,000 | 2,300,000 | ||||||||||||||||
Issuance of common stock | $ 886,856 | $ 3 | $ 886,853 | $ 100,000 | ||||||||||||||
Issuance of common stock, Shares | 100,000,000 | 28,615,000 | 3,030,000 | |||||||||||||||
Stock-based compensation | 399,722 | 399,722 | ||||||||||||||||
Redeemable convertible preferred stock, Conversion of redeemable convertible preferred stock to common stock | 737,009 | $ (737,009) | $ 252 | $ 736,757 | ||||||||||||||
Redeemable convertible preferred stock, Conversion of redeemable convertible preferred stock to common stock, Shares | (126,046,000) | 126,046,000 | ||||||||||||||||
Conversion of common stock into Class B common stock in connection with initial public offering | $ (715) | $ 36 | 679 | |||||||||||||||
Conversion of common stock into Class B common stock in connection with initial public offering, Shares | (357,265,000) | 357,265,000 | ||||||||||||||||
Vesting of restricted stock awards, Shares | 1,252,000 | |||||||||||||||||
Common stock withheld for tax obligations and net settlement | (83,575) | (83,575) | ||||||||||||||||
Common stock withheld for tax obligations and net settlement, Shares | (1,877,000) | |||||||||||||||||
Charitable stock donation | 41,721 | 41,721 | ||||||||||||||||
Charitable stock donation, Shares | 1,075,000 | 1,100,000 | ||||||||||||||||
Net loss | (293,623) | (293,623) | ||||||||||||||||
Ending balance at Dec. 31, 2020 | 711,359 | 2,101,773 | (1,390,453) | $ 39 | ||||||||||||||
Ending balance, Shares at Dec. 31, 2020 | 391,660,000 | |||||||||||||||||
Stock options exercised | 35,359 | $ 1 | 35,358 | |||||||||||||||
Stock options exercised, Shares | 7,282,000 | |||||||||||||||||
Stock-based compensation | 168,171 | 168,171 | ||||||||||||||||
Vesting of restricted stock awards, Shares | (3,054,000) | |||||||||||||||||
Common stock withheld for tax obligations and net settlement | (57,955) | (57,955) | ||||||||||||||||
Common stock withheld for tax obligations and net settlement, Shares | (1,434,000) | |||||||||||||||||
Net loss | (25,254) | (25,254) | ||||||||||||||||
Ending balance at Dec. 31, 2021 | 831,680 | 2,247,347 | (1,415,707) | 40 | ||||||||||||||
Ending balance, Shares at Dec. 31, 2021 | 400,562,000 | |||||||||||||||||
Stock options exercised | 9,128 | 9,128 | ||||||||||||||||
Stock options exercised, Shares | 2,192,000 | |||||||||||||||||
Issuance of common stock, Shares | 3,000 | |||||||||||||||||
Stock-based compensation | 129,203 | 129,203 | ||||||||||||||||
Vesting of restricted stock awards, Shares | 4,717,000 | |||||||||||||||||
Common stock withheld for tax obligations and net settlement | (20,635) | (20,635) | ||||||||||||||||
Common stock withheld for tax obligations and net settlement, Shares | (1,990,000) | |||||||||||||||||
Repurchases of Class A common stock, shares | (8,456,000) | |||||||||||||||||
Repurchases of Class A common stock | (101,721) | (101,721) | ||||||||||||||||
Net loss | (32,828) | (32,828) | ||||||||||||||||
Redeemable convertible preferred stock, Ending balance at Dec. 31, 2022 | $ 0 | |||||||||||||||||
Redeemable convertible preferred stock, Ending balance, Shares at Dec. 31, 2022 | 0 | |||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 814,827 | $ 2,263,322 | $ (1,448,535) | $ 40 | ||||||||||||||
Ending balance, Shares at Dec. 31, 2022 | 397,025,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (32,828) | $ (25,254) | $ (293,623) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 54,177 | 34,539 | 18,430 |
Amortization of debt issuance costs | 3,413 | 3,445 | 3,390 |
Non-cash operating lease expense | 3,349 | 3,102 | 4,478 |
Stock-based compensation expense | 120,234 | 160,462 | 397,285 |
Change in fair value of contingent consideration | 18,057 | 0 | 2,068 |
Deferred income taxes | (497) | 12,851 | (10,910) |
Gain on sale of business | (11,404) | 0 | 0 |
Loss on operating lease assets | 12,569 | 1,430 | 961 |
Charitable stock donation | 0 | 0 | 41,721 |
Changes in operating assets and liabilities, net of effects of business acquisitions | |||
Accounts receivable | 1,375 | (43,949) | (16,139) |
Prepaid expenses and other assets | (13,644) | 17,060 | (40,935) |
Accounts payable | (874) | 4,207 | 2,154 |
Accrued expenses and other current liabilities | (5,268) | 14,001 | 15,010 |
Operating lease liabilities | (4,004) | (2,404) | 4,576 |
Other liabilities | 2,125 | (711) | 2,875 |
Net cash provided by operating activities | 146,780 | 178,779 | 131,341 |
Cash flows from investing activities | |||
Purchase of property and equipment | (3,967) | (4,571) | (20,553) |
Acquisitions, net of cash acquired | (156,853) | (140,268) | (55,793) |
Capitalized software | (51,247) | (29,886) | (15,271) |
Investment in minority equity interest | (15,007) | (4,008) | 0 |
Proceeds from sale of business | 16,576 | 0 | 0 |
Net cash used in investing activities | (210,498) | (178,733) | (91,617) |
Cash flows from financing activities | |||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | 0 | 0 | 891,793 |
Proceeds from private placement with a related party | 0 | 0 | 100,000 |
Proceeds from long-term debt | 0 | 0 | 28,000 |
Payments on long-term debt | (7,029) | (7,029) | (35,029) |
Payment of debt issuance costs and prepayment penalty | 0 | 0 | (1,306) |
Payment for contingent consideration | 0 | (832) | 0 |
Repurchases of Class A common stock | (101,721) | 0 | 0 |
Payments of initial public offering issuance costs | 0 | 0 | (4,937) |
Proceeds from exercise of stock options | 9,159 | 35,021 | 5,343 |
Proceeds from early exercise of stock options | 0 | 0 | 667 |
Employee taxes paid related to net share settlement of equity awards | (20,635) | (57,688) | (78,714) |
Net cash (used in) provided by financing activities | (120,226) | (30,528) | 905,817 |
Net change in cash, cash equivalents and restricted cash | (183,944) | (30,482) | 945,541 |
Cash, cash equivalents and restricted cash | |||
Beginning of period | 941,109 | 971,591 | 26,050 |
End of period | 757,165 | 941,109 | 971,591 |
Supplemental disclosure of cash flow information | |||
Income tax paid (refunds received), net | 4,356 | 18,105 | 29,228 |
Interest paid | 30,702 | 20,198 | 24,517 |
Non cash investing and financing activities | |||
Right-of-use assets obtained in exchange for new operating lease liabilities | 22,491 | 2,910 | 234 |
Stock-based compensation included in capitalized software | 8,969 | 7,709 | 2,437 |
Capitalized Software Included in Accounts Payable and Accrued Expenses and Other Current Liabilities | 4,176 | 1,086 | 1,273 |
Conversion of preferred stock to common stock in connection with initial public offering | 0 | 0 | 737,009 |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets | |||
Cash and cash equivalents | 757,165 | 941,109 | 968,691 |
Restricted cash | 0 | 0 | 2,900 |
Total cash, cash equivalents and restricted cash | $ 757,165 | $ 941,109 | $ 971,591 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Description Of Business [Abstract] | |
Description of Business | 1. Descriptio n 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 (the "prescription transactions offering"). 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 pharma manufacturer solutions, subscriptions and telehealth services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significa nt Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission. Other than net income or net loss, we do not have any other elements of comprehensive income or loss. Principles of Consolidation The consolidated financial statements include the financial statements of GoodRx Holdings, Inc., its wholly-owned subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in our consolidated financial statements from their respective dates of acquisition. Consolidation of VIEs We evaluate whether an entity in which we have a variable interest is considered a variable interest entity (“VIE”). VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity). Under the provisions of Accounting Standards Codification (“ASC”) 810, Consolidation , an entity consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. We periodically reassess whether we are the primary beneficiary of a VIE. Our wholly-owned subsidiary, GoodRx Care, provides management and other services to Professional Service Corporations (“PSCs”), which are owned by medical professionals in accordance with certain state laws which restrict the corporate practice of medicine and require medical practitioners to own such entities. We determined that the PSCs are VIEs. We also determined that we are able to direct the activities of the PSCs that most significantly impact their economic performance and we fund and absorb all losses of these VIEs resulting in us being the primary beneficiary of the PSCs. Accordingly, we consolidate the VIEs. The results of operations and financial position of the VIEs are not material to our consolidated financial statements. Segment Reporting and Geographic Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker manages our business on the basis of one operating segment. During the years ended December 31, 2022, 2021 and 2020, all of our revenue was from customers located in the United States. In addition, at December 31, 2022 and 2021 , all of our right-of-use assets and property and equipment were in the United States. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, including the accompanying notes. We base our estimates on historical factors; current circumstances, including the impact of a grocery chain that previously did not accept discounted pricing for a subset of prescriptions drugs from our PBMs starting late in the first quarter of 2022 ("grocer issue"); macroeconomic events and conditions; 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 was addressed in August 2022 and our discounted pricing has since been 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 including, among others, consumer response to updated consumer pricing and timing and extent of returning user levels. 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 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 year ended December 31, 2022, one customer accounted for approximately 13 % of our revenue. For the year ended December 31, 2021, two customers accounted for approximately 13 % and 11 % of our revenue. For the year ended December 31, 2020 , three customers accounted for approximately 17 %, 14 % and 11 % of our revenue. At December 31, 2022, one customer accounted for approximately 13 % of our accounts receivable balance. At December 31, 2021, no customer accounted for more than 10 % of our accounts receivable balance. Cash and Cash Equivalents 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 deposits are all in financial institutions in the United States. Cash and cash equivalents consist primarily of U.S. treasury securities money market funds held with an investment bank and cash on deposit. Cash equivalents, consisting of money market funds, of $ 642.5 million and $ 852.5 million at December 31, 2022 and 2021 , respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. Accounts Receivable and Allowance for Expected Credit Losses Accounts receivable are recognized at the amounts due from various customers, net of allowance for expected credit losses. We estimate our expected credit losses based on factors including known facts and circumstances, historical experience, reasonable and supportable forecasts of economic conditions, and the age of the uncollected balances. We write off the asset when it is determined to be uncollectible. As of December 31, 2022 and 2021 , the allowance for credit losses was not material. Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets , which are five years for furniture and fixtures and three years for computer equipment. Leasehold improvements are depreciated on the straight-line basis over the shorter of the life of the asset or the remaining lease term. Expenditures for repairs and maintenance are charged to general and administrative expenses as incurred. 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 the operating and financial policies of the investees. The equity investments are accounted for under the measurement alternative in accordance with ASC 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 in the consolidated balance sheets as of December 31, 2022 and 2021 were $ 19.0 million and $ 4.0 million, respectively. We have not recognized any changes resulting from observable price changes or impairment loss on such investments. Business Combinations The results of businesses acquired in a business combination are included in the consolidated financial statements from the date of acquisition. Acquisition accounting results in assets and liabilities of an acquired business being recognized at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. We perform valuation of assets acquired and liabilities assumed for an acquisition and allocate the purchase price to its respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, comparable guideline public companies, and Level 3 inputs in the fair value hierarchy such as forecasts of revenue and margins and estimates of royalty and discount rates, as applicable. We may engage the assistance of valuation specialists in concluding on fair value measurements of certain assets acquired or liabilities assumed in a business combination. During the measurement period, which shall not exceed one year from the acquisition date, we may adjust provisional amounts recognized for assets acquired and liabilities assumed to reflect new information subsequently obtained regarding facts and circumstances that existed as of the acquisition date. Certain acquisitions contain provisions for contingent consideration to be transferred or received based on the post-acquisition results of the acquired businesses. The acquisition date estimated fair value of contingent consideration associated with business combinations is based on the amount of the consideration expected to be transferred or received using significant inputs that are not observable in the market (Level 3 inputs). Contingent consideration is remeasured to its estimated fair value on a recurring basis. Changes in the estimated fair value of contingent consideration, if any, is recognized within general and administrative expenses in the consolidated statements of operations. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. We had one reporting unit during 2022, 2021 and 2020 . We review goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, we may first perform an optional qualitative assessment. If we determine it is not more likely than not our reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of our reporting unit exceeds its fair value, we will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. No impairments were recognized in 2022, 2021 or 2020 . Intangible Assets Intangible assets reflect the value of customer relationships, developed technology, trademarks, content library and backlog recognized in connection with our acquisitions. Purchased intangible assets are recognized at their acquisition date fair value, less accumulated amortization. We determine the appropriate useful life of intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives on a straight-line basis, which approximates the pattern in which the economic benefits of the assets are consumed. Capitalized Software Costs We account for our internal-use software costs in accordance with ASC 350-40, Internal-Use Software . Capitalization of internal-use costs begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to funding the project, it is probable that the project will be completed, and the software will be used for the function intended. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs for post-configuration training, maintenance and minor modifications or enhancements are included in product development and technology expenses in the consolidated statements of operations as incurred. Capitalized internal-use costs are amortized on a straight-line basis over their estimated useful life of three years . Cloud Computing Arrangements We incur costs to implement cloud computing arrangements that are accounted for as service contracts. Implementation costs, such as integrating, configuring, and software customization, incurred during the application development stage are capitalized within other assets in the consolidated balance sheets until the software is ready for its intended purpose. Capitalized costs are then amortized on a straight-line basis over the term of the associated hosting arrangement, plus any reasonably certain renewal periods, and are recognized as operating expenses in the consolidated statements of operations. Impairment of Long-Lived Assets We account for the impairment of long-lived assets in accordance with ASC 360, Property, Plant, and Equipment . In accordance with ASC 360, long-lived assets to be held and used are reviewed for impairment when events or changes in circumstances indicate that their carrying values may not be recoverable. We perform impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying value. If an asset is determined to be impaired, the impairment is measured by the amount that the carrying value of the asset exceeds its fair value. Leases We account for leases in accordance with ASC 842, Leases . We have elected to account for lease and non-lease components as a single lease component and also elected not to recognize operating lease right-of-use assets and operating lease liabilities for leases with an initial term of twelve months or less. Lease payments for short-term leases are recognized as lease expense on a straight-line basis over the lease term. We determine if a contract is, or contains, a lease at inception. All of our leases are operating leases. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments, less any tenant improvement allowance incentives when it is reasonably certain they will be received, over the lease term discounted using our incremental borrowing rate. As none of our leases provide an implicit rate, the incremental borrowing rate used is estimated based on what we would be required to pay for a collateralized loan over a similar term as the lease. Lease payments include fixed payments and variable payments based on an index or rate, if any, and are recognized as lease expense on a straight-line basis over the term of the lease. Variable lease payments not based on a rate or index are expensed as incurred. The lease term includes options to extend or terminate the lease when it is reasonably certain they will be exercised. Certain of our leases contain renewal options for periods of up to ten years and early termination options by up to two years, at our election. We have not recognized any renewal or early termination options in our estimate of the lease term as they are not reasonably certain of exercise. Right-of-use assets are evaluated for impairment in accordance with ASC 360, Property, Plant, and Equipment, when events or changes in circumstances indicate that their carrying values may not be recoverable. After a right-of-use asset is impaired, the remaining carrying value of the right-of-use asset is de-linked from the lease liability and amortized on a straight-line basis over the remaining lease term. The lease liability continues to be amortized using the same effective interest method as before the impairment. Thus, after impairment, the operating lease no longer qualifies for the straight-line treatment of total lease expense. Debt Issuance Costs Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense over the contractual life of the loan using the effective-interest method. These costs are recognized as a reduction of the related long-term debt balance on the consolidated balance sheets. Costs incurred in connection with the issuance of revolving credit facilities are recognized in other assets on the consolidated balance sheets and are amortized to interest expense in the consolidated statements of operations on a straight-line basis over the term of the revolving credit facility. Income Taxes Deferred income tax assets and liabilities are determined based upon the net tax effects of the differences between the consolidated financial statements carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. Deferred tax assets are evaluated for recoverability each reporting period by assessing all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized. To the extent sufficient positive evidence becomes available, all or a portion of the valuation allowance may be released in one or more future periods. A release of the valuation allowance, if any, would result in the recognition of certain deferred tax assets and an income tax benefit for the period in which such release is recognized. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. We recognize interest and penalties accrued related to our uncertain tax positions in income tax (expense) benefit in the consolidated statements of operations. Revenue We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) , when control of the promised good or service is transferred to the customer in an amount that reflects the consideration for which we are expected to be entitled to in exchange for those services. Given the time between us transferring a promised good or service to the customer and the customer paying for that good or service is one year or less based on the terms of our revenue arrangements, as a practical expedient, we do not adjust the promised amount of consideration for effects of a significant financing component. For the years ended December 31, 2022, 2021 and 2020, revenue comprised the following: Year Ended December 31, (in thousands) 2022 2021 2020 Prescription transactions revenue $ 550,536 $ 593,359 $ 488,257 Pharma manufacturer solutions revenue (1) 99,425 73,348 20,488 Subscription revenue 96,167 59,925 29,386 Other revenue 20,426 18,792 12,569 Total revenue $ 766,554 $ 745,424 $ 550,700 (1) Pharma manufacturer solutions revenue is presented separately from other revenue beginning in 2022. Prior period amounts have been recast to conform with the current period presentation. Prescription Transactions Revenue Prescription transactions revenue is primarily generated from PBMs, or customers, when a prescription is filled with our code provided through our platform. The nature of our promise in our contracts with customers is to direct prescription volume through our platform, which may include marketing through our mobile apps, websites, and cards. These activities are not distinct from each other and are not separate performance obligations. Our performance obligation is to connect consumers with pharmacies that are contracted with our customers. We have no performance obligation to fill prescriptions. Contracts with PBMs provide that we are entitled to either a percentage of fees that PBMs charge to the pharmacy or a fixed amount per type of drug prescription, when a consumer uses our code from our platform. Our performance obligation is satisfied upon the completion of pharmacies filling prescriptions. We recognize revenue for our estimated fee due from the customers at a point in time when a prescription is filled. We receive reporting from the customers of the number of prescriptions and amount of consideration to which we are entitled at a prescription level. Certain arrangements with PBMs provide that the amount of consideration we are entitled to is based on the volume of prescription fills each month. In addition, the amount of consideration for which we are entitled may be adjusted in the event that a fill is determined ineligible, or based upon other adjustments allowed under the contracts with customers. We estimate the amount expected to be entitled to using the expected value method based on historical experience of the number of prescriptions filled, ineligible fills and applicable rates. We generally receive payment within thirty days of the month end in which the prescriptions were filled. However, portions of payments may not be received for up to five months to the extent of adjustments for ineligible fills. Incentives to customers are recognized as a reduction of revenue if we do not receive a distinct good or service or cannot reasonably estimate the fair value of the good or service received. We do not provide material incentives to customers. We also offer incentives principally in the form of discounts to consumers (who are not our customers) that reduce the prices on a limited number of prescription drugs displayed on our platform during a limited time period. None of our contracts with customers require us to provide discounts to consumers. These discounts are generally offered to a limited number of consumers in a market to acquire, re-engage, or generally increase consumer utilization of our platform. We recognize the cost of these discounts to consumers as sales and marketing expense in the consolidated statements of operations at the time the prescription is filled and was $ 24.7 million for 2022. There were no material discounts to consumers in 2021 and 2020. Pharma Manufacturer Solutions Revenue Pharma manufacturer solutions revenue consists primarily of advertisements purchased by pharma manufacturers and other customers for a fixed fee that appear on our apps and websites for a specified period of time, and revenue is recognized over the term of the arrangement. Customers may also purchase advertisements where we charge fees on a cost-per-click basis, advertisements placed in our direct mailers, or other content used in advertising. Revenue for these arrangements is recognized at a point in time when the advertisements are clicked, when the direct mailers are shipped or when other content used in advertising is delivered, respectively. Pharma manufacturer solutions revenue also includes fees generated when pharmacies fill prescriptions for products sold by pharma manufacturers via our pharmacy services solution acquired through our acquisition of vitaCare Prescription Services, Inc. ("vitaCare"). We are entitled to a fixed fee per prescription from the pharma manufacturer for each of their patients assisted by us. Revenue for these arrangements is recognized at a point in time when the prescriptions are processed and filled through our pharmacy services solution. We generally invoice pharma manufacturers and other customers in advance, in the month end in which services are rendered, or in accordance with other specific contractual provisions. Payments are due generally within thirty to ninety days of invoice but may extend up to twelve months for a limited number of contracts. Subscription Revenue Subscription revenue consists of subscriptions to the GoodRx Gold offering (“Gold”) and the Kroger Rx Savings Club powered by GoodRx offering (“Kroger Savings”). Under Gold, subscribers pay an upfront fee to purchase a monthly or annual subscription that provides access to lower prices for prescriptions and telehealth visits. Subscribers can cancel the Gold subscription at any time. Monthly Gold subscription fees are generally nonrefundable while annual Gold subscription fees are generally nonrefundable to the subscriber after the first two weeks. We recognize revenue for Gold on a straight-line basis over the subscription period. Under the Kroger Savings offering, subscribers pay an annual upfront fee, a portion of which we share with Kroger, for a subscription that provides access to lower prices on prescriptions at Kroger pharmacies. Subscribers may enroll in the Kroger Savings through July 1, 2023 with the expected sunset of the program in July 2024. Kroger Savings subscription fees are generally nonrefundable to the subscriber after the first thirty days unless we cancel the subscription, in which case the subscriber is entitled to a pro rata refund. We recognize revenue for Kroger Savings on a straight-line basis over the subscription period, net of the fee shared with Kroger. Other Revenue Other revenue consists principally of telehealth revenue. Telehealth revenue consists of revenues generated from consumers who complete a telehealth visit with a member of our network of qualified medical professionals. Consumers pay a fee per telehealth visit and we recognize the fee as revenue at a point in time when the visit is complete. Cost of Revenue Cost of revenue consists primarily of costs related to outsourced consumer support, healthcare provider costs, fulfillment costs for certain solutions provided to customers under our pharma manufacturer solutions offering, personnel costs, including salaries, benefits, bonuses and stock-based compensation expense, for our consumer support employees, hosting and cloud costs, merchant account fees, processing fees, and allocated overhead. Cost of revenue excludes depreciation and amortization of capitalized software development costs, developed technology, and other hosting and data infrastructure equipment used to operate our platform, which are included in depreciation and amortization in the consolidated statements of operations. Product Development and Technology Costs related to the development of products are charged to product development and technology expense as incurred. Product development and technology expense consists primarily of personnel costs, including salaries, benefits, bonuses and stock-based compensation expense, for employees involved in product development activities, third-party services and contractors related to product development, information technology and software-related costs, and allocated overhead. Sales and Marketing Sales and marketing costs consist primarily of advertising and marketing expenses that are expensed as incurred and production costs expensed as of the first date the advertisement takes place. Advertising costs were $ 226.3 million, $ 296.6 million and $ 222.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. Sales and marketing expenses also include personnel costs, including salaries, benefits, bonuses, stock-based compensation expense and sales commissions, for sales and marketing employees, consumer discounts and incentives, third-party services and contractors, and allocated overhead. Sales commissions relate to contracts with a duration of one year or less and are expensed as incurred. General and Administrative General and administrative costs are expensed as incurred and primarily include personnel costs, including salaries, benefits, bonuses and stock-based compensation expense, for executive, finance, accounting, legal, and human resources functions, as well as professional fees, occupancy costs, other general overhead costs, and as applicable, change in fair value of contingent consideration, loss on operating lease assets, gain on sale of business and charitable donations. Depreciation and Amortization Our depreciation and amortization expenses include depreciation of property and equipment, and amortization of capitalized internal-use software costs and intangible assets. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are derived principally from or corroborated by observable market data by correlation or other means, or inputs other than quoted prices that are observable for the asset or liability; and Level 3 Unobservable inputs for the asset or liability based on management’s assumptions. When determining the fair value measurements for assets and liabilities which are required to be measured at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. Goodwill, intangible assets, and other long-lived assets are measured at fair value on a nonrecurring basis, only if impaired. The carrying amounts reported in the consolidated financial statements approximate the fair value for accounts receivable, accounts payable, and accrued liabilities, due to their short-term nature. The estimated fair value of our debt was approximately $ 649.6 million as of December 31, 2022, which was based on inputs categorized as Level 2 in the fair value hierarchy, and approximated its carrying value as of December 31, 2021 . For contingent consideration, which is remeasured to its estimated fair value on a recurring basis, see “Note 3. Business Combinations and Disposition." Stock-Based Compensation Compensation cost is allocated to cost of revenue, product development and technology, sales and marketing, and general and administrative expenses in the consolidated statements of operations for stock options, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”) based on the fair value of these awards at the date of grant. For awards that vest based on continued service, stock-based compensation cost is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For awards with performance vesting conditions, stock-based compensation cost is recognized on a graded vesting basis over the requisite service period when it is probable the performance condition will be achieved. The grant date fair value of stock options that contain service or performance conditions is estimated using the Black-Scholes option-pricing model and the grant |
Business Combinations and Dispo
Business Combinations and Disposition | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations and Disposition | 3. Business Combinations and Disposition Business Combinations vitaCare Prescription Services, Inc. On April 14, 2022 , we acquired all of the equity interests of vitaCare from TherapeuticsMD, Inc. (the "Seller"), the sole stockholder of vitaCare, for an initial cash payment of approximately $ 150.0 million 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 that consisted primarily of professional fees. 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 our services under our pharma manufacturer solutions platform. We accounted for the vitaCare acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations, and recognized tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The estimated fair values of the acquired intangible assets were determined primarily by using a discounted cash flow method which is a non-recurring fair value measurement based on Level 3 inputs. The goodwill recognized in connection with this acquisition primarily related to the expected long-term synergies and other benefits from the acquisition, including the acquired assembled workforce, and is expected to be tax deductible. We also established a management incentive plan under which certain continuing vitaCare employees were eligible to receive up to $ 10.0 million of additional cash compensation upon achievement of certain performance milestones through 2023. This management incentive plan was accounted for separately from the business combination and excluded from the purchase consideration. As of December 31, 2022 , the performance milestones were not probable of being met; however eligible employees may continue to receive up to the $ 10.0 million of cash compensation upon achievement of the performance milestones in 2023. Th e components of the 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 purchase consideration $ 131,820 Th e allocation of the 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 purchase consideration $ 131,820 Th e 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 Trademark 1,000 3.0 $ 52,000 7.4 Contingent consideration payable - The contingent consideration payable of up to $ 7.0 million in cash was 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 was based on the present value of the expected future payments to be made to the Seller (Level 3 inputs) using an option pricing model. As of December 31, 2022 , no future contingent payments were expected to be made to the Seller as vitaCare's achievement of the specified revenue results through 2023 were no longer probable of being met. Accordingly, we recognized the change in fair value of the contingent consideration payable of $ 1.7 million as a reduction in general and administrative expenses during 2022. Contingent consideration receivable - vitaCare entered into a commercial agreement with the Seller in connection with the acquisition (the "commercial agreement") to provide certain pharmacy services to the Seller over an initial 5-year term 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 at the acquisition date was based on the present value of the expected future annual minimum guaranteed payments in excess of the estimated fair value of pharmacy services expected to be provided to the Seller for each year over the initial 5-year term and contained significant unobservable inputs (Level 3 inputs). Key inputs used in this estimate included projected revenue and a discount rate which incorporated 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. In December 2022, the Seller completed a transaction (the "transformation transaction") with a third-party to (i) grant an exclusive license to the third-party to commercialize certain of the Seller's pharmaceutical drugs in return for, amongst other things, royalty-based payments based on the level of sales achieved and (ii) sold certain other assets to the third-party. We agreed to eliminate the annual minimum guaranteed payments associated with the commercial agreement which was assigned to the third-party such that the transformation transaction could be completed. Concurrently, we amended an existing pharma manufacturer solutions arrangement with the third-party. We determined the amended pharma manufacturer solutions arrangement with the third-party was at fair value and the fair value of the contingent consideration receivable at the date of the transformation transaction was effectively zero as the contingency was resolved and no future contingent payments will be received. Accordingly, we recognized the change in fair value of the contingent consideration receivable of $ 19.7 million as an increase in general and administrative expenses during 2022. Pro forma unaudited consolidated results of operations - The follo wing 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. Year Ended December 31, (in thousands) 2022 2021 Pro forma revenue $ 767,125 $ 746,299 Pro forma net loss $ ( 40,901 ) $ ( 59,400 ) vitaCare's revenue for the year ended December 31, 2022 of $ 5.6 million was included in the consolidated statement of operations. Disclosure of the standalone earnings or loss of vitaCare is not practicable as expenses associated with significant back-office, product development and technology and go-to-market processes of vitaCare have been substantially integrated into our consolidated operations. flipMD, Inc. On February 18, 2022, we acquired all of the equity interests of flipMD, Inc. ("flipMD") for $ 7.0 million in cash. 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. Other Business Combinations In 2021, we acquired RxSaver, Inc. (“RxSaver”) and HealthiNation Inc. (“HealthiNation”) for $ 50.7 million and $ 76.6 million in cash, respectively. In 2020, we acquired Scriptcycle, LLC, (“Scriptcycle”) for an aggregate purchase consideration of $ 58.3 million. RxSaver and Scriptcycle expand our business capabilities with respect to our prescription transactions offering. HealthiNation expands our services under our pharm a manufacturer solutions platform. Goodwill associated with these acquisitions primarily related to the expected long-term synergies and other benefits, including the acquired assembled workforce, and are deductible for tax purposes except for HealthiNation which is not tax deductible. The $ 185.6 million aggregate purchase consideration related to these acquisitions was principally allocated to goodwill of $ 84.0 million (comprised of $ 25.9 million, $ 33.2 million and $ 24.9 million from RxSaver, HealthiNation, and Scriptcycle, respectively) and other intangible assets of $ 93.5 million (comprised of $ 25.2 million, $ 40.0 million and $ 28.3 million, respectively, from the respective businesses described above). Other intangible assets principally related to customer relationships of $ 74.0 million (comprised of $ 20.7 million, $ 28.0 million and $ 25.3 million, respectively, from the respective businesses described above) with estimated useful lives ranging between eleven and thirteen years . The Scriptcycle acquisition also contained provisions for our payment of contingent consideration of up to $ 2.9 million in the event certain financial results were achieved, which was met and paid in full during 2021. In 2021, we al so acquired RxNXT LLC for $ 14.5 million in cash which expands our business capabilities with respect to our prescription transactions offering. Unaudited supplemental pro forma financial information and the revenue and earnings in the year of acquisition for these acquisitions has not been presented because the effects are not material to our consolidated financial statements. Disposition Certain Assets of GoodRx Care, LLC (FKA HeyDoctor, LLC) On December 9, 2022, we completed the sale of certain technology assets of GoodRx Care, LLC, our telehealth platform, for $ 19.5 million in cash, of which $ 2.9 million is held in the buyer's escrow account related to the resolution of standard representations and warranties and is included in prepaid and other current assets on the consolidated balance sheet as of December 31, 2022. The sale represents the sale of a business and, as we have one reporting unit, goodwill was allocated to the disposal group. The carrying value of the disposal group as of the sale date was approximately $ 8.1 million, comprised principally of $ 4.6 million of capitalized software and $ 3.1 million of allocated goodwill. We recognized a $ 11.4 million pre-tax gain on the sale which was included in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2022. As we expect to continue to provide our consumers access to telehealth services via our GoodRx Care platform after the date of sale, the sale does not represent a strategic shift that has, or is expected to have, a major effect on our operations and financial results. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses an d Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, (in thousands) 2022 2021 Income taxes receivable $ 4,524 $ 8,331 Prepaid software implementation costs 5,751 — Prepaid expenses 35,105 21,307 Total prepaid expenses and other current assets $ 45,380 $ 29,638 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property a nd Equipment, Net Property and equipment, net consists of the following: December 31, (in thousands) 2022 2021 Leasehold improvements $ 16,094 $ 15,354 Furniture and fixtures 9,366 8,578 Computer equipment 4,129 3,148 Construction in progress — 361 Total property and equipment 29,589 27,441 Less: Accumulated depreciation ( 9,769 ) ( 5,829 ) Total property and equipment, net $ 19,820 $ 21,612 For the years ended December 31, 2022, 2021 and 2020, depreciation expense was $ 4.6 million, $ 4.0 million and $ 1.4 million, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 6. Go odwill The following table presents changes in the carrying amount of goodwill: December 31, (in thousands) 2022 2021 Balance at beginning of the year $ 329,696 $ 261,116 Goodwill acquired 85,560 68,580 Goodwill disposed ( 3,139 ) — Balance at end of the year $ 412,117 $ 329,696 |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 7. Intangi ble Assets, Net The following tables present details of our intangible assets, net: December 31, 2022 (dollars in thousands) Useful Life Gross Accumulated Net Weighted Average Remaining Useful Life Customer relationships 9 - 13 $ 96,600 $ ( 14,151 ) $ 82,449 9.8 Developed technology 1 - 5 86,298 ( 54,483 ) 31,815 4.0 Trademarks 1 - 9 14,352 ( 12,841 ) 1,511 3.9 Content library 3 9,500 ( 5,410 ) 4,090 1.3 Backlog 1 1,900 ( 1,900 ) — — $ 208,650 $ ( 88,785 ) $ 119,865 7.9 December 31, 2021 (dollars in thousands) Useful Life Gross Accumulated Net Weighted Average Remaining Useful Life Customer relationships 9 - 13 $ 75,500 $ ( 6,015 ) $ 69,485 10.6 Developed technology 1 - 5 56,898 ( 46,411 ) 10,487 2.2 Trademarks 1 - 9 13,316 ( 12,309 ) 1,007 5.9 Content library 3 9,500 ( 2,243 ) 7,257 2.3 Backlog 1 1,900 ( 1,345 ) 555 0.3 $ 157,114 $ ( 68,323 ) $ 88,791 8.9 For the years ended December 31, 2022, 2021 and 2020, amortization expense was $ 23.2 million, $ 18.3 million and $ 12.7 million, respectively. At December 31, 2022, the expected amortization of intangible assets, net for future periods was as follows: (in thousands) Year Ending December 31, 2023 $ 21,391 2024 17,039 2025 15,830 2026 15,427 2027 10,148 Thereafter 40,030 $ 119,865 |
Capitalized Software, Net
Capitalized Software, Net | 12 Months Ended |
Dec. 31, 2022 | |
Capitalized Computer Software, Net [Abstract] | |
Capitalized Software, Net | 8. Capitali zed Software, Net The following table presents details of our capitalized software, net as follows: December 31, (in thousands) 2022 2021 Capitalized software costs $ 109,752 $ 63,752 Less: Accumulated amortization ( 39,680 ) ( 18,765 ) Total capitalized software, net $ 70,072 $ 44,987 For the years ended December 31, 2022, 2021 and 2020, amortization expense was $ 26.4 million, $ 12.2 million and $ 4.4 million, respectively. Amortization had not started on $ 11.2 million of capitalized software costs that were not yet ready for intended use as of December 31, 2022. At December 31, 2022, the expected amortization of capitalized software, net that has been placed into service for future periods was as follows: (in thousands) Year Ending December 31, 2023 $ 28,743 2024 21,889 2025 8,221 $ 58,853 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: December 31, (in thousands) 2022 2021 Accrued bonus and other payroll related $ 20,642 $ 24,031 Accrued marketing 12,104 15,493 Deferred revenue 7,879 6,869 Other accrued expenses 6,898 4,339 Total accrued expenses and other current liabilities $ 47,523 $ 50,732 Deferred revenue represents payments received in advance of providing services for certain advertising contracts with customers and subscriptions. Deferred revenue is substantially recognized as revenue within the subsequent twelve months. We expect substantially all of the deferred revenue at December 31, 2022 will be recognized as revenue in 2023. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 10. L eases Our leases consist of office facilities under noncancelable operating lease arrangements that expire at various dates through 2033 . Our leases do not contain any material (i) non-lease components, (ii) variable lease costs, (iii) short-term lease expenses, (iv) residual value guarantees or (v) material restrictive covenants. For the years ended December 31, 2022, 2021 and 2020, lease expense of $ 6.2 million, $ 5.6 million and $ 7.0 million, respectively, was included in costs and operating expenses in the consolidated statements of operations. For the years ended December 31, 2022, 2021 and 2020, cash paid for amounts affecting the measurement of our operating lease liabilities included in cash flows from operating activities was $ 6.4 million, $ 6.2 million (excluding $ 1.6 million of cash collected from lease incentive receivable), and $ 3.0 million (excluding $ 5.7 million of cash collected from lease incentive receivable), respectively. As of December 31, 2022 and 2021, the weighted average remaining lease term was 8.7 years and 8.5 years, respectively, and the weighted average discount rate was 6.9 % and 5.8 % , respectively. The following table presents maturities of operating lease liabilities at December 31, 2022: (in thousands) Year Ending December 31, 2023 $ 4,068 2024 6,488 2025 9,910 2026 9,242 2027 9,430 Thereafter 43,690 Total operating lease payments 82,828 Less: Effects of discounting ( 24,629 ) Present value of operating lease liabilities $ 58,199 Operating lease liabilities, current $ 4,068 Operating lease liabilities, net of current portion $ 54,131 In May 2021, we entered into a noncancelable lease agreement with a third-party to lease additional office space that is adjacent to and expands our existing corporate headquarters in Santa Monica, California. The lease commenced on October 1, 2022 upon our access to the leased premises, and we recognized an operating lease right-of-use asset and lease liability of $ 20.2 million as of that date. Given changes in our property needs since the date we executed the lease, we no longer plan to occupy this premise and are seeking to sublease the property. As a result, we recognized a loss of $ 1.3 million during 2022 within general and administrative expenses for the disposal of capitalized costs related to architectural design and other professional services incurred. We also recognized an impairment loss of $ 11.3 million during 2022 within general and administrative expenses to reduce the carrying value of the operating lease right-of-use asset to its estimated fair value as rental rates have declined since the date the lease was executed. The estimated fair value was determined by using a discounted cash flow method which is a non-recurring fair value measurement based on Level 3 inputs. Key inputs used in this estimate include projected sublease income and a discount rate which incorporate the risk of achievement associated with the forecast. Significant changes in the projected sublease income or discount rate would result in a significantly higher or lower fair value measurement. The estimated operating lease payments included in the table above for 2023 and 2024 have been reduced by lease incentives for leasehold improvements of $ 3.1 million each year related to this additional office space. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Incom e Taxes The components of our income taxes are as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Current Federal $ 6,974 $ ( 361 ) $ 235 State 3,120 2,532 848 Total current income tax expense 10,094 2,171 1,083 Deferred Federal ( 421 ) 6,521 ( 7,472 ) State ( 76 ) 6,385 ( 3,438 ) Total deferred income tax (benefit) expense ( 497 ) 12,906 ( 10,910 ) Total income tax expense (benefit) $ 9,597 $ 15,077 $ ( 9,827 ) The following is a reconciliation of the U.S. federal statutory rate of 21.0% to our effective income tax rate : Year Ended December 31, (dollars in thousands) 2022 2021 2020 Income taxes computed at federal statutory rate $ ( 4,879 ) $ ( 2,137 ) $ ( 63,725 ) State income taxes (1) 2,465 8,385 ( 2,768 ) Stock-based compensation 383 491 609 Excess tax (benefits) related to stock-based compensation 4,565 ( 43,797 ) ( 19,961 ) Research and development credits, net of reserves ( 6,401 ) ( 8,206 ) ( 3,541 ) Nondeductible officers' compensation 12,295 21,905 79,046 Increase (decrease) in valuation allowance 68 37,782 ( 293 ) Transaction costs 39 438 277 Basis difference on disposition 659 — — Nondeductible penalties 318 16 6 Other 85 200 523 Income tax expense (benefit) $ 9,597 $ 15,077 $ ( 9,827 ) Effective income tax rate ( 41.3 %) ( 148.1 %) 3.2 % (1) Includes the state tax effects for (i) excess tax (benefits) related to stock-based compensation of $ 0.8 million, ($ 6.4 ) million and ($ 1.7 ) million for 2022, 2021 and 2020, respectively, and (ii) increase in valuation allowance of $ 4.4 and $ 14.6 million for 2022 and 2021, respectively. The state tax effect for valuation allowance in 2020 was not material. Deferred taxes, net consist of the following : December 31, (in thousands) 2022 2021 Deferred tax assets Other assets $ 2,703 $ 5,072 Operating lease liabilities 14,402 9,702 Stock-based compensation 12,542 10,097 Research and development credits, net of reserves 14,382 19,407 Tax credit carryforward 769 580 Interest expense carryforward — 4,699 Charitable contribution carryforward 6,810 8,817 Goodwill 10,705 8,668 Capitalized research and development expenditures 9,269 — Net operating losses 8,737 21,907 Total deferred tax assets 80,319 88,949 Valuation allowance ( 57,115 ) ( 52,679 ) Deferred tax assets, net of valuation allowance 23,204 36,270 Deferred tax liabilities Other liabilities ( 1,143 ) ( 527 ) Operating lease right-of-use assets ( 8,815 ) ( 6,727 ) Property and equipment ( 4,383 ) ( 4,699 ) Capitalized software — ( 10,926 ) Intangible assets ( 9,157 ) ( 13,635 ) Total deferred tax liabilities ( 23,498 ) ( 36,514 ) Total deferred tax liabilities, net $ ( 294 ) $ ( 244 ) We recognized total excess tax benefits of ($5.4) million, $ 50.2 million and $ 21.7 million associated with equity award exercises and vesting in income tax (expense) benefit for the years ended December 31, 2022, 2021 and 2020, respectively. We consider all available positive and negative evidence in our assessment of the recoverability of our net deferred tax assets. Based on the weight of the evidence, we believed it was more likely than not that our net deferred tax assets in excess of tax amortizable goodwill would not be fully realizable primarily due to cumulative three-year pre-tax losses adjusted for permanent book to tax differences principally from substantial excess tax benefits realized mainly in 2021 and 2020 from the exercise of stock options granted prior to our IPO. Accordingly, we maintained a full valuation allowance against our net deferred tax assets in excess of tax amortizable goodwill as of December 31, 2022. Our judgment regarding the need for a valuation allowance, including the exact timing and amount of any release, may reasonably change in the next twelve months due to many factors, including changes in 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. At December 31, 2022, we had U.S. federal net operating loss carryforwards (" NOLs") of $ 28.5 million available to reduce future federal income taxes. Approximately $ 11.6 million of these NOLs were generated before January 1, 2018 and will expire in varying amounts starting 2033 . The remaining $ 16.9 million of these NOLs are carried over indefinitely but utilization is subject to an 80% taxable income limitation. At December 31, 2022 , we also had state NOLs of $ 48.0 million available to reduce future state income taxes which will expire in varying amounts beginning 2024. Section 382 of the Internal Revenue Code (“IRC”) limits the utilization of U.S. NOLs following a change of control. In 2020, there was a change in ownership of the PSCs. Utilization of the PSCs' NOLs are subject to an annual limitation based on changes in ownership, as defined by Sections 382/383. Any adjustment to the PSCs’ NOLs for Section 382 limitation would not be material to the consolidated financial statements as a full valuation allowance has been established against the NOLs from the PSCs due to uncertainty regarding their future realization. As of December 31, 2022 , we had U.S. federal and California research tax credits carryforwards of $ 4.7 million and $ 19.8 million, respectively. The U.S. federal research tax credits will begin to expire in 2042 while the unused California research tax credits generally may be carried forward indefinitely. At December 31, 2022, tax years 2019 and forward were subject to examination by the Internal Revenue Service (“IRS”), and tax years 2018 and forward were subject to examination by the various state taxing jurisdictions in which we are subject to tax. At December 31, 2022, we were not subject to any federal or state income tax audits. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: (in thousands) Gross unrecognized tax benefits at December 31, 2019 $ 4,374 Increases related to prior year tax positions 126 Increases related to current year tax positions 3,327 Settlements with taxing authorities ( 119 ) Lapse of statute of limitations ( 317 ) Gross unrecognized tax benefits at December 31, 2020 7,391 Increases related to prior year tax positions 999 Increases related to current year tax positions 6,911 Lapse of statute of limitations ( 505 ) Gross unrecognized tax benefits at December 31, 2021 14,796 Increases related to prior year tax positions 422 Increases related to current year tax positions 2,444 Decreases related to prior year tax positions ( 1,160 ) Lapse of statute of limitations ( 1,804 ) Gross unrecognized tax benefits at December 31, 2022 $ 14,698 As of December 31, 2022 , we had gross unrecognized tax benefits of approximately $ 14.7 million, $ 7.4 million of which is a reduction to deferred tax assets and the remaining $ 7.3 million which would affect our effective tax rate if recognized. The reduction in unrecognized tax benefits in 2023 due to the expiration of statute of limitations is not expected to be material. At December 31, 2022 and 2021, accrued interest and penalties related to uncertain tax positions were not material. For tax years beginning after December 31, 2021, the Tax Cuts & Jobs Act of 2017 eliminated the option to deduct research and development expenditures as incurred and instead required taxpayers to capitalize and amortize them over five or fifteen years beginning in 2022. We calculated the amount of research and development expenditures required to be capitalized in 2022 and reflected the impact in our 2022 income tax expense. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA contains several revisions to the Internal Revenue Code, including a 15 % corporate minimum income tax and a 1 % excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (i) repurchased shares for withholding taxes on vested RSUs and (ii) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs. While these tax law changes have no immediate effect, we will continue to evaluate its impact as further information becomes available and as we complete any share repurchases in the future. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 12. Debt First Lien Term Loan Facility We have a $ 700.0 million term loan under an agreement with various lenders (“First Lien Term Loan Facility”) that accrues interest at a rate per annum equal to the LIBO Screen Rate plus a variable margin based on our most recently determined Net Leverage Ratio (as defined in the agreement), ranging from 2.75 % to 3.00 %. The effective interest rate on the First Lien Term Loan Facility for the years ended December 31, 2022, 2021 and 2020 was 5.02 % , 3.40 % and 3.97 % , respectively. The First Lien Term Loan Facility requires quarterly principal payments through September 2025, with any remaining unpaid principal and any accrued and unpaid interest due on the maturity date of October 10, 2025 . We may prepay the First Lien Term Loan Facility without penalty. The First Lien Term Loan Facility is collateralized by substantially all of our assets and 100 % of the equity interest of GoodRx. Our debt balance is as follows: December 31, (in thousands) 2022 2021 Principal balance under First Lien Term Loan Facility $ 667,068 $ 674,097 Less: Unamortized debt issuance costs and discounts ( 8,243 ) ( 11,210 ) $ 658,825 $ 662,887 Amortization of debt issuance costs and discounts related to our term loan of $ 3.0 million was recognized as interest expense in the consolidated statements of operations for each of the years ended December 31, 2022, 2021 and 2020 . As of December 31, 2022 , we were 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 Term Loan Facility. Additionally, GoodRx is restricted from making dividend payments, loans or advances to us. At December 31, 2022 , we were in compliance with our covenants . The following table presents details of the future principal payments under the First Lien Term Loan Facility at December 31, 2022: (in thousands) Year Ending December 31, 2023 $ 7,029 2024 7,029 2025 653,010 Total principal payments $ 667,068 Revolving Credit Facility We have a revolving credit facility for up to $ 100.0 million ("Revolving Credit Facility") which expires on October 11, 2024 . The Revolving Credit Facility bears interest at a rate equal to the LIBO Screen Rate plus a variable margin based on our most recently determined Net Leverage Ratio (as defined in the agreement), ranging from 2.50 to 3.00 % on used amounts and 0.25 to 0.50 % on unused amounts. In addition, the Revolving Credit Facility has a fixed fronting fee of 0.125 % per annum for aggregate undrawn and disbursed but unreimbursed letters of credit. We had no borrowings against the Revolving Credit Facility as of December 31, 2022 and 2021. We had outstanding letters of credit issued against the Revolving Credit Facility for $ 9.2 million as of December 31, 2022 and 2021 , respectively, which reduces our available borrowings under the Revolving Credit Facility. The outstanding letters of credit principally relate to a facility lease and will decrease by $ 0.9 million per year commencing in 2023. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Refer to “Note 10. Leases” and “Note 12. Debt,” for details of contractual obligations for our noncancelable operating leases and principal payments under our debt agreements, respectively. Purchase Commitments As of December 31, 2022, we had aggregate purchase commitments of $ 21.3 million for cloud hosting services pursuant to which we committed to spend approximately $ 7.1 million per annum through 2025. 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 sought compensatory damages as well as interest, fees and costs. The complaints alleged violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and asserted 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. 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 9, 2022, the court dismissed the consolidated case with prejudice and the consolidated case was closed as of December 31, 2022. 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 asserted claims for breach of fiduciary duty and contribution under the Exchange Act. Neesha Patel asserted additional claims for unjust enrichment and corporate waste and Alan Pinyavat asserted additional claims for unjust enrichment, abuse of control and gross mismanagement. These claims were based on allegations substantially similar to those in the class action lawsuit described above. On August 12, 2022, Alan Pinyavat filed a notice of voluntary dismissal and the case was closed as of December 31, 2022. On August 24, 2022, the parties for the consolidated Patel and Geist case filed a joint stipulation to dismiss the consolidated case and the consolidated case was closed as of December 31, 2022. 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. Subsequent to the initial request we timely responded to the FTC's additional information requests and follow-up questions. 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, on February 1, 2023, we reached a negotiated settlement with the FTC (a "proposed consent order") in an effort to resolve all claims and allegations arising out of or relating to the FTC investigation and includes a monetary settlement amount of $ 1.5 million, which was accrued as a component of accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2022. The proposed consent order also includes agreements to effect or maintain, as applicable, certain changes to our business practices, policies and compliance requirements that may impose additional costs that we do not believe would be material both individually and in the aggregate to us. The proposed consent order has been filed in the United States District Court for the Northern District of California and was approved and entered on February 17, 2023. There have been class action litigations filed against us in relation to the allegations detailed in the FTC’s proposed consent order. On February 2, 2023, Jane Doe (proceeding under a pseudonym) filed a putative nationwide class action lawsuit against us in the United States District Court for the Northern District of California. On February 3, 2023, plaintiff E.C. (also proceeding under a pseudonym) filed a putative nationwide class action lawsuit against us in the United States District Court for the Southern District of New York. On February 17, 2023, John Doe (proceeding under a pseudonym) filed a putative nationwide class action in the United States District Court for the Northern District of California. The cases are substantially similar; each generally alleges that we have not adequately protected consumer privacy and that we communicated consumer information to third parties including Google, Meta, and Criteo. Plaintiffs in the Jane Doe and John Doe cases allege California common law intrusion upon seclusion and unjust enrichment claims, as well as claims under California’s Medical Information Act, Invasion of Privacy Act, Consumer Legal Remedies Act, and Unfair Competition Law. Plaintiff in the John Doe case additionally brings a claim under the Electronic Communications Privacy Act. Plaintiff in the E.C. case brings claims for common-law unjust enrichment and violations of New York’s General Business Law. We intend to seek dismissal of the claims. Based upon information presently known, and unless otherwise stated, we have not accrued a loss for the matters described above as a loss is not probable and reasonably estimable. While it is reasonably possible a loss may have been incurred, we are unable to estimate a loss or range of loss in these matters. The pending proceedings described above involve complex questions of fact and law and may require the expenditure of significant funds and the diversion of other resources to defend. The results of legal proceedings are inherently uncertain, and material adverse outcomes are reasonably possible. In addition, during the normal course of business, we may become subject to, and are presently involved in, legal proceedings, claims and litigation. S uch matters are subject to many uncertainties and outcomes are not predictable with assurance. Accruals for loss contingencies are recognized when a loss is probable, and the amount of such loss can be reasonably estimated. Indemnifications Our amended and restated bylaws provides that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Certain of our officers and directors are also a party to indemnification agreements. Pursuant to our indemnification agreements and directors’ and officers’ liability insurance, certain of our officers and directors will be indemnified and insured against the cost of defense, settlement or payment of a judgment under certain circumstances. The maximum potential amount of future payments we may be required to make under these indemnification provisions is indeterminable. We have never paid a material claim, nor have we been involved in litigation, with respect to these indemnification arrangements. As of December 31, 2022 and 2021 , we did not accrue a liability for these guarantees as the likelihood of incurring a payment obligation, if any, in connection with these guarantees is not probable or reasonably estimable. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 14. Stockholders’ Equity IPO and Private Placement On September 25, 2020, we completed our IPO of 39.8 million shares of our Class A common stock, $ 0.0001 par value per share at an offering price of $ 33.00 per share. We sold 28.6 million shares and certain existing stockholders sold an aggregate of 11.2 million shares. We received aggregate net proceeds of $ 886.9 million after deducting underwriting discounts and commissions of $ 52.5 million and other offering expenses of $ 4.9 million . In connection with our IPO: (i) 126.0 million outstanding shares of redeemable convertible preferred stock with a carrying value of $ 737.0 million were converted into an equivalent number of shares of common stock; (ii) we filed an Amended and Restated Certificate of Incorporation which authorized a total of 2.0 billion shares of Class A common stock, 1.0 billion shares of Class B common stock, $ 0.0001 par value per share, and 50.0 million shares of preferred Stock, $ 0.0001 par value per share; and (iii) 357.3 million shares of our common stock then outstanding were automatically reclassified into an equivalent number of shares of our Class B common stock. As a result, following the completion of our IPO, we have two classes of authorized and outstanding common stock: Class A common stock and Class B common stock. The rights of the holders of the Class A common stock and Class B common stock are identical except for voting and conversion rights. The holders of the Class A common stock are entitled to one vote per share and the holders of the Class B common stock are entitled to 10 votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and will automatically convert to Class A common stock upon any transfer, except for certain permitted transfers. All Class B common stock will convert automatically into an equivalent number of Class A common stock upon the earlier of (i) September 25, 2027; or (ii) the first date the aggregate number of shares of Class B common stock cease to represent at least 10 % of the aggregate outstanding shares of common stock. During the years ended December 31, 2022, 2021 and 2020 , 1.8 million, 13.1 million and 28.7 million shares of Class B common stock were converted into an equivalent number of shares of Class A common stock, respectively. Concurrent with the completion of our IPO, we closed a private placement with a related party that is an existing investor for $ 100.0 million and issued 3.0 million shares of Class A common stock . Share Repurchases 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. For the year ended December 31, 2022 , we repurchased and retired 8.5 million shares of our Class A common stock for an aggregate purchase price of $ 101.7 million under the repurchase program. As of December 31, 2022 , we had $ 148.3 million available for future repurchases of our Class A common stock under the repurchase program. Charitable Stock Donation In 2020, we recognized a $ 41.7 million charge within general and administrative expenses related to our donation of 1.1 million shares of Class A common stock at fair market value to a charitable organization. The charitable organization welcomes recommendations from donors regarding distributions from the donations. However, all recommendations are advisory in nature, and the charitable organization independently determines whether recommendations it receives are consistent with their charitable purposes and fiduciary obligations. The fair value of the donated shares was measured on the date of issuance to the charitable organization using our traded stock price on that date, and was discounted for lack of marketability (“DLOM”) as the stock was not freely tradeable at that time. We utilized the Finnerty Model to calculate the DLOM using inputs, including length of holding period, volatility and dividend yield, with volatility considered as a significant Level 3 input in the fair value hierarchy. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. Stock-Base d Compensation 2015 Equity Incentive Plan The board of directors was authorized to grant stock-based awards under the 2015 Equity Incentive Plan (the “2015 Plan”). Following the effectiveness of the 2020 Plan (as defined below), the 2015 Plan was terminated. However, any outstanding awards granted under the 2015 Plan will remain outstanding, subject to the terms of the 2015 Plan and applicable award agreement. Shares of Class A common stock subject to awards granted under the 2015 Plan that expire unexercised or are cancelled, terminated or forfeited in any manner without issuance of shares thereunder following the effective date of the 2020 Plan, have or will become available for issuance under the 2020 Plan in accordance with its terms. 2020 Incentive Award Plan In connection with our IPO in 2020, our board of directors adopted, and our stockholders approved, the 2020 Incentive Award Plan (the “2020 Plan”), which provides for the grant of stock options, including incentive stock options, and nonqualified stock options, restricted stock, dividend equivalents, RSUs, stock appreciation rights, and other stock or cash based awards to our employees, consultants and directors. The board of directors or its compensation committee is authorized to grant stock-based awards under the 2020 Plan, which may be issued as awards covering either Class A or Class B common stock. Notwithstanding anything to the contrary in the 2020 Plan, no more than 300.0 million shares of common stock (either Class A or Class B common stock) may be issued pursuant to the exercise of incentive stock options under the 2020 Plan. The number of shares available for issuance under the 2020 Plan will increase annually on the first day of each calendar year beginning January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of (i) 5 % of the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our board of directors. At December 31, 2022, 52.9 million shares were available for issuance under the 2020 Plan. 2020 Employee Stock Purchase Plan In connection with our IPO in 2020, our board of directors adopted, and our stockholders approved, the 2020 Employee Stock Purchase Plan ("ESPP"). A total of 9.0 million shares of Class A common stock were initially reserved for issuance under the ESPP. In addition, the number of shares available for issuance under the ESPP will increase annually on January 1 of each calendar year beginning in 2021 and ending in 2030, by an amount equal to the lesser of: (i) 1 % of the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our board of directors. In no event will more than 100.0 million shares of Class A common stock be available for issuance under the ESPP. The ESPP allows eligible employees to purchase our common stock, through payroll deductions, at 85 % of the lower of the fair market value of Class A common stock on the first trading day of the offering period or on the applicable purchase date, which will be the final trading day of the applicable purchase period. The ESPP is intended to qualify as an employee stock purchase plan under the IRS Code Section 423. At December 31, 2022, 16.9 million shares were available for issuance under the ESPP. At December 31, 2022 , there were no employee stock purchase offerings since the adoption and approval of the ESPP. Stock Options Stock options granted generally vest 25 % of the total award on the first anniversary of the vesting commencement date, and thereafter ratably monthly over the remaining three-year period. Stock options generally have a ten-year term. Stock options granted under the 2015 Plan and 2020 Plan do not include any forfeitable or non-forfeitable dividend equivalent rights. 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 7,580 8.09 Exercised ( 2,192 ) 4.16 Expired / Cancelled / Forfeited ( 1,691 ) 12.64 Outstanding at December 31, 2022 17,265 $ 7.72 7.3 years $ 5,321 Exercisable at December 31, 2022 7,949 $ 6.60 5.4 years $ 5,321 The weighted average grant date fair value per share of stock options granted for the years ended December 31, 2022, 2021 and 2020 was $ 5.41 , $ 18.81 and $ 4.23 , respectively. The aggregate intrinsic value of options exercised for the years ended December 31, 2022, 2021 and 2020 was $ 18.2 million, $ 244.4 million and $ 112.7 million, respectively. The fair value of stock options that vested during the years ended December 31, 2022, 2021 and 2020 was $ 14.6 million, $ 15.3 million and $ 10.2 million, respectively. All stock options outstanding at December 31, 2022 were options to purchase shares of Class A common stock. The fair value of option awards issued with service or performance vesting conditions are estimated on the grant date using the Black-Scholes option pricing model. The following table summarizes the assumptions used: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 1.7 % - 3.8 % 0.9 % - 1.3 % 0.4 % - 1.4 % Expected term 5.7 - 6.1 years 5.7 - 6.1 years 5.3 - 6.3 years Expected stock price volatility 60 % - 77.5 % 57.5 % - 60 % 50 % - 62 % Dividend yield — — — Fair value of common stock per share $5.25 - $22.02 $16.79 - $24.48 $5.94 - $33.00 For the years ended December 31, 2022, 2021 and 2020, the stock-based compensation expense related to stock options was $ 12.7 million, $ 14.3 million and $ 13.0 million, respectively. At December 31, 2022, there was $ 43.1 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 2.9 years. Restricted Stock Awards and Restricted Stock Units A summary of the Restricted Stock Awards and Restricted Stock Unit 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 — 19,643 — 7.76 Vested ( 470 ) ( 2,664 ) ( 2,053 ) 23.42 Forfeited — ( 2,949 ) — 16.67 Nonvested restricted stock awards or restricted 469 18,461 3,592 $ 13.69 For the years ended December 31, 2022, 2021 and 2020, the fair value of RSAs and RSUs that vested was $ 121.5 million, $ 95.8 million and $ 335.4 million, respectively. Restricted Stock Awards The nonvested RSAs as of December 31, 2022 were originally granted in 2019 with a weighted average grant date fair value per share of $ 3.88 . These RSAs vest on an annual basis in equal installments upon continued service over a f our- y ear period. The unrecognized stock-based compensation cost at December 31, 2022 related to these RSAs is expected to be fully recognized in 2023. Restricted Stock Units for Class A Common Stock In connection with and subsequent to our IPO, we have granted RSUs for Class A common stock. Substantially all of the RSUs granted vest upon continued service over a four-year period. For the years ended December 31, 2022, 2021 and 2020, total stock-based compensation expense related to RSUs was $ 61.2 million, $ 53.5 million and $ 9.5 million, respectively. At December 31, 2022, there was $ 182.6 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 3.3 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 stock price goals ranging from $ 6.07 per share to $ 51.28 per share, (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 totaled $ 533.3 million . We used a Monte Carlo simulation model to calculate the grant date fair value of the Performance-Vesting Founders Awards and the derived service period. The Monte Carlo simulation model incorporates the likelihood of achieving the market condition and requires the input of assumptions including the estimated fair value of common stock, expected volatility, expected term, risk-free rate and dividend yield. We then applied a DLOM to the value of the RSUs as the issuance of the shares for these awards was deferred by three-years from the applicable vesting date, or earlier, upon a qualifying change in control or to satisfy tax withholding requirements. We utilized the Finnerty Model to calculate the DLOM using inputs, including length of holding period, volatility and dividend yield. All of the Performance-Vesting Founders Awards vested in 2020, and we settled 0.7 million RSUs at that time which were sufficient to satisfy certain tax withholding obligations due in the year of vesting as allowed under the terms and conditions of the agreements governing the Founders Awards. There are no risks of forfeiture after the Performance-Vesting Founders Awards vested in 2020 . As stipulated in the agreements governing the Founders Awards, the remaining 15.7 million Performance-Vesting Founders Awards shares will not be settled until three years from the applicable vesting date, or October 2023, or earlier upon a change in control event, as defined in the agreements governing the Founders Awards. During the years ended December 31, 2022, 2021 and 2020, we recognized $ 44.5 million, $ 90.9 million and $ 373.0 million of stock-based compensation expense, respectively, related to the Founders Awards. At December 31, 2022, we recognized a cumulative $ 508.4 million of stock-based compensation expense related to the Founders Awards, of which $ 188.6 million related to the Time-Vesting Founders Awards and $ 319.8 million related to the Performance-Vesting Founders Awards. At December 31, 2022, there was $ 24.9 million of total unrecognized stock-based compensation cost related to the Time-Vesting Founders Awards, of which $ 20.5 million and $ 4.4 million are expected to be recognized in 2023 and 2024, respectively. |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss Per Share | 16. Basic and Dilute d Loss Per Share Prior to its conversion to common stock in connection with our IPO in September 2020, we considered redeemable convertible preferred stock to be participating securities as preferred stockholders had rights to participate in dividends with the common stockholders. Net losses were not allocated to participating securities as they were not required to fund the losses. As we have net losses for the years ended December 31, 2022, 2021 and 2020, diluted loss per share is the same as basic loss per share, because potentially dilutive shares are excluded from the computation of loss per share as their effect is anti-dilutive. The following weighted average potentially dilutive shares are excluded from the computation of diluted loss per share for the periods presented because including them would have been antidilutive: Year Ended December 31, (in thousands) 2022 2021 2020 Redeemable convertible preferred stock — — 92,479 Stock options, restricted stock awards and 31,587 28,858 27,374 |
Condensed Financial Information
Condensed Financial Information of Parent Company | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Financial Information of Parent Company | 17. Condensed Financial In formation of Parent Company GoodRx Holdings, Inc. has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. Under the terms of debt agreements entered into by GoodRx, a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned subsidiary of GoodRx Holdings, Inc., GoodRx is restricted from making dividend payments, loans or advances to GoodRx Intermediate Holdings, LLC and GoodRx Holdings, Inc. These restrictions have resulted in the restricted net assets (as defined in Rule 1-02 of Regulation S-X) of GoodRx and its subsidiaries to exceed 25 % of the consolidated net assets of GoodRx Holdings, Inc. and its subsidiaries. The condensed financial information is presented on a “parent-only” basis, and GoodRx Holdings, Inc.’s investment in its subsidiary is stated at cost plus equity in loss of subsidiary less distributions received from subsidiary since the date of acquisition. GoodRx Holdings. Inc.’s share of net loss of its subsidiary is included in net loss using the equity method of accounting. During 2022, 2021 and 2020 , GoodRx Holdings, Inc. received no dividends from its subsidiary. The following table presents the parent-only balance sheets of GoodRx Holdings, Inc.: December 31, (in thousands, except par values) 2022 2021 Assets Cash $ 5 $ 5 Other asset — 80 Investment in subsidiary, net of distributions 814,822 831,595 Total assets $ 814,827 $ 831,680 Liabilities and stockholders' equity Total liabilities $ — $ — Stockholders' equity Preferred stock, $ 0.0001 par value — — Common stock, $ 0.0001 par value 40 40 Additional paid-in capital 2,263,322 2,247,347 Accumulated deficit ( 1,448,535 ) ( 1,415,707 ) Total stockholders' equity 814,827 831,680 Total liabilities and stockholders' equity $ 814,827 $ 831,680 The following table presents the parent-only statements of operations of GoodRx Holdings, Inc.: Year Ended December 31, (in thousands) 2022 2021 2020 Equity in loss of subsidiary $ ( 32,828 ) $ ( 25,254 ) $ ( 293,623 ) Net loss $ ( 32,828 ) $ ( 25,254 ) $ ( 293,623 ) The following table presents the parent-only statements of cash flows of GoodRx Holdings, Inc.: Year Ended December 31, (in thousands) 2022 2021 2020 Cash flows from operating activities Net loss $ ( 32,828 ) $ ( 25,254 ) $ ( 293,623 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Equity in loss of subsidiary 32,828 25,254 293,623 Changes in assets and liabilities: Other asset 80 ( 23 ) 90 Other current liabilities — ( 87 ) 87 Net cash provided by (used in) operating activities 80 ( 110 ) 177 Cash flows from investing activities Distribution from (investment in) subsidiary 113,117 22,777 ( 914,434 ) Net cash provided by (used in) investing activities 113,117 22,777 ( 914,434 ) Cash flows from financing activities Proceeds from issuance of common stock in initial public offering, net of — — 891,793 Proceeds from private placement with a related party — — 100,000 Repurchases of Class A common stock ( 101,721 ) — — Payments of initial public offering issuance costs — — ( 4,937 ) Proceeds from exercise of stock options 9,159 35,021 5,343 Proceeds from early exercise of stock options — — 667 Employee taxes paid related to net share settlement of equity awards ( 20,635 ) ( 57,688 ) ( 78,714 ) Net cash (used in) provided by financing activities ( 113,197 ) ( 22,667 ) 914,152 Net change in cash — — ( 105 ) Cash Beginning of period 5 5 110 End of period $ 5 $ 5 $ 5 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission. Other than net income or net loss, we do not have any other elements of comprehensive income or loss. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the financial statements of GoodRx Holdings, Inc., its wholly-owned subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in our consolidated financial statements from their respective dates of acquisition. Consolidation of VIEs We evaluate whether an entity in which we have a variable interest is considered a variable interest entity (“VIE”). VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity). Under the provisions of Accounting Standards Codification (“ASC”) 810, Consolidation , an entity consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. We periodically reassess whether we are the primary beneficiary of a VIE. Our wholly-owned subsidiary, GoodRx Care, provides management and other services to Professional Service Corporations (“PSCs”), which are owned by medical professionals in accordance with certain state laws which restrict the corporate practice of medicine and require medical practitioners to own such entities. We determined that the PSCs are VIEs. We also determined that we are able to direct the activities of the PSCs that most significantly impact their economic performance and we fund and absorb all losses of these VIEs resulting in us being the primary beneficiary of the PSCs. Accordingly, we consolidate the VIEs. The results of operations and financial position of the VIEs are not material to our consolidated financial statements. |
Segment Reporting and Geographic Information | Segment Reporting and Geographic Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker manages our business on the basis of one operating segment. During the years ended December 31, 2022, 2021 and 2020, all of our revenue was from customers located in the United States. In addition, at December 31, 2022 and 2021 , all of our right-of-use assets and property and equipment were in the United States. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, including the accompanying notes. We base our estimates on historical factors; current circumstances, including the impact of a grocery chain that previously did not accept discounted pricing for a subset of prescriptions drugs from our PBMs starting late in the first quarter of 2022 ("grocer issue"); macroeconomic events and conditions; 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 was addressed in August 2022 and our discounted pricing has since been 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 including, among others, consumer response to updated consumer pricing and timing and extent of returning user levels. |
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 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 year ended December 31, 2022, one customer accounted for approximately 13 % of our revenue. For the year ended December 31, 2021, two customers accounted for approximately 13 % and 11 % of our revenue. For the year ended December 31, 2020 , three customers accounted for approximately 17 %, 14 % and 11 % of our revenue. At December 31, 2022, one customer accounted for approximately 13 % of our accounts receivable balance. At December 31, 2021, no customer accounted for more than 10 % of our accounts receivable balance. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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 deposits are all in financial institutions in the United States. Cash and cash equivalents consist primarily of U.S. treasury securities money market funds held with an investment bank and cash on deposit. Cash equivalents, consisting of money market funds, of $ 642.5 million and $ 852.5 million at December 31, 2022 and 2021 , respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. |
Accounts Receivable and Allowance for Expected Credit Losses | Accounts Receivable and Allowance for Expected Credit Losses Accounts receivable are recognized at the amounts due from various customers, net of allowance for expected credit losses. We estimate our expected credit losses based on factors including known facts and circumstances, historical experience, reasonable and supportable forecasts of economic conditions, and the age of the uncollected balances. We write off the asset when it is determined to be uncollectible. As of December 31, 2022 and 2021 , the allowance for credit losses was not material. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets , which are five years for furniture and fixtures and three years for computer equipment. Leasehold improvements are depreciated on the straight-line basis over the shorter of the life of the asset or the remaining lease term. Expenditures for repairs and maintenance are charged to general and administrative expenses as incurred. |
Equity Investments | 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 the operating and financial policies of the investees. The equity investments are accounted for under the measurement alternative in accordance with ASC 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 in the consolidated balance sheets as of December 31, 2022 and 2021 were $ 19.0 million and $ 4.0 million, respectively. We have not recognized any changes resulting from observable price changes or impairment loss on such investments. |
Business Combinations | Business Combinations The results of businesses acquired in a business combination are included in the consolidated financial statements from the date of acquisition. Acquisition accounting results in assets and liabilities of an acquired business being recognized at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. We perform valuation of assets acquired and liabilities assumed for an acquisition and allocate the purchase price to its respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, comparable guideline public companies, and Level 3 inputs in the fair value hierarchy such as forecasts of revenue and margins and estimates of royalty and discount rates, as applicable. We may engage the assistance of valuation specialists in concluding on fair value measurements of certain assets acquired or liabilities assumed in a business combination. During the measurement period, which shall not exceed one year from the acquisition date, we may adjust provisional amounts recognized for assets acquired and liabilities assumed to reflect new information subsequently obtained regarding facts and circumstances that existed as of the acquisition date. Certain acquisitions contain provisions for contingent consideration to be transferred or received based on the post-acquisition results of the acquired businesses. The acquisition date estimated fair value of contingent consideration associated with business combinations is based on the amount of the consideration expected to be transferred or received using significant inputs that are not observable in the market (Level 3 inputs). Contingent consideration is remeasured to its estimated fair value on a recurring basis. Changes in the estimated fair value of contingent consideration, if any, is recognized within general and administrative expenses in the consolidated statements of operations. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. |
Goodwill | Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. We had one reporting unit during 2022, 2021 and 2020 . We review goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, we may first perform an optional qualitative assessment. If we determine it is not more likely than not our reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of our reporting unit exceeds its fair value, we will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. No impairments were recognized in 2022, 2021 or 2020 . |
Intangible Assets | Intangible Assets Intangible assets reflect the value of customer relationships, developed technology, trademarks, content library and backlog recognized in connection with our acquisitions. Purchased intangible assets are recognized at their acquisition date fair value, less accumulated amortization. We determine the appropriate useful life of intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives on a straight-line basis, which approximates the pattern in which the economic benefits of the assets are consumed. |
Capitalized Software Costs | Capitalized Software Costs We account for our internal-use software costs in accordance with ASC 350-40, Internal-Use Software . Capitalization of internal-use costs begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to funding the project, it is probable that the project will be completed, and the software will be used for the function intended. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs for post-configuration training, maintenance and minor modifications or enhancements are included in product development and technology expenses in the consolidated statements of operations as incurred. Capitalized internal-use costs are amortized on a straight-line basis over their estimated useful life of three years . |
Cloud Computing Arrangements | Cloud Computing Arrangements We incur costs to implement cloud computing arrangements that are accounted for as service contracts. Implementation costs, such as integrating, configuring, and software customization, incurred during the application development stage are capitalized within other assets in the consolidated balance sheets until the software is ready for its intended purpose. Capitalized costs are then amortized on a straight-line basis over the term of the associated hosting arrangement, plus any reasonably certain renewal periods, and are recognized as operating expenses in the consolidated statements of operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We account for the impairment of long-lived assets in accordance with ASC 360, Property, Plant, and Equipment . In accordance with ASC 360, long-lived assets to be held and used are reviewed for impairment when events or changes in circumstances indicate that their carrying values may not be recoverable. We perform impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying value. If an asset is determined to be impaired, the impairment is measured by the amount that the carrying value of the asset exceeds its fair value. |
Leases | Leases We account for leases in accordance with ASC 842, Leases . We have elected to account for lease and non-lease components as a single lease component and also elected not to recognize operating lease right-of-use assets and operating lease liabilities for leases with an initial term of twelve months or less. Lease payments for short-term leases are recognized as lease expense on a straight-line basis over the lease term. We determine if a contract is, or contains, a lease at inception. All of our leases are operating leases. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments, less any tenant improvement allowance incentives when it is reasonably certain they will be received, over the lease term discounted using our incremental borrowing rate. As none of our leases provide an implicit rate, the incremental borrowing rate used is estimated based on what we would be required to pay for a collateralized loan over a similar term as the lease. Lease payments include fixed payments and variable payments based on an index or rate, if any, and are recognized as lease expense on a straight-line basis over the term of the lease. Variable lease payments not based on a rate or index are expensed as incurred. The lease term includes options to extend or terminate the lease when it is reasonably certain they will be exercised. Certain of our leases contain renewal options for periods of up to ten years and early termination options by up to two years, at our election. We have not recognized any renewal or early termination options in our estimate of the lease term as they are not reasonably certain of exercise. Right-of-use assets are evaluated for impairment in accordance with ASC 360, Property, Plant, and Equipment, when events or changes in circumstances indicate that their carrying values may not be recoverable. After a right-of-use asset is impaired, the remaining carrying value of the right-of-use asset is de-linked from the lease liability and amortized on a straight-line basis over the remaining lease term. The lease liability continues to be amortized using the same effective interest method as before the impairment. Thus, after impairment, the operating lease no longer qualifies for the straight-line treatment of total lease expense. |
Debt Issuance Costs | Debt Issuance Costs Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense over the contractual life of the loan using the effective-interest method. These costs are recognized as a reduction of the related long-term debt balance on the consolidated balance sheets. Costs incurred in connection with the issuance of revolving credit facilities are recognized in other assets on the consolidated balance sheets and are amortized to interest expense in the consolidated statements of operations on a straight-line basis over the term of the revolving credit facility. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are determined based upon the net tax effects of the differences between the consolidated financial statements carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. Deferred tax assets are evaluated for recoverability each reporting period by assessing all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized. To the extent sufficient positive evidence becomes available, all or a portion of the valuation allowance may be released in one or more future periods. A release of the valuation allowance, if any, would result in the recognition of certain deferred tax assets and an income tax benefit for the period in which such release is recognized. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. We recognize interest and penalties accrued related to our uncertain tax positions in income tax (expense) benefit in the consolidated statements of operations. |
Revenue | Revenue We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) , when control of the promised good or service is transferred to the customer in an amount that reflects the consideration for which we are expected to be entitled to in exchange for those services. Given the time between us transferring a promised good or service to the customer and the customer paying for that good or service is one year or less based on the terms of our revenue arrangements, as a practical expedient, we do not adjust the promised amount of consideration for effects of a significant financing component. For the years ended December 31, 2022, 2021 and 2020, revenue comprised the following: Year Ended December 31, (in thousands) 2022 2021 2020 Prescription transactions revenue $ 550,536 $ 593,359 $ 488,257 Pharma manufacturer solutions revenue (1) 99,425 73,348 20,488 Subscription revenue 96,167 59,925 29,386 Other revenue 20,426 18,792 12,569 Total revenue $ 766,554 $ 745,424 $ 550,700 (1) Pharma manufacturer solutions revenue is presented separately from other revenue beginning in 2022. Prior period amounts have been recast to conform with the current period presentation. Prescription Transactions Revenue Prescription transactions revenue is primarily generated from PBMs, or customers, when a prescription is filled with our code provided through our platform. The nature of our promise in our contracts with customers is to direct prescription volume through our platform, which may include marketing through our mobile apps, websites, and cards. These activities are not distinct from each other and are not separate performance obligations. Our performance obligation is to connect consumers with pharmacies that are contracted with our customers. We have no performance obligation to fill prescriptions. Contracts with PBMs provide that we are entitled to either a percentage of fees that PBMs charge to the pharmacy or a fixed amount per type of drug prescription, when a consumer uses our code from our platform. Our performance obligation is satisfied upon the completion of pharmacies filling prescriptions. We recognize revenue for our estimated fee due from the customers at a point in time when a prescription is filled. We receive reporting from the customers of the number of prescriptions and amount of consideration to which we are entitled at a prescription level. Certain arrangements with PBMs provide that the amount of consideration we are entitled to is based on the volume of prescription fills each month. In addition, the amount of consideration for which we are entitled may be adjusted in the event that a fill is determined ineligible, or based upon other adjustments allowed under the contracts with customers. We estimate the amount expected to be entitled to using the expected value method based on historical experience of the number of prescriptions filled, ineligible fills and applicable rates. We generally receive payment within thirty days of the month end in which the prescriptions were filled. However, portions of payments may not be received for up to five months to the extent of adjustments for ineligible fills. Incentives to customers are recognized as a reduction of revenue if we do not receive a distinct good or service or cannot reasonably estimate the fair value of the good or service received. We do not provide material incentives to customers. We also offer incentives principally in the form of discounts to consumers (who are not our customers) that reduce the prices on a limited number of prescription drugs displayed on our platform during a limited time period. None of our contracts with customers require us to provide discounts to consumers. These discounts are generally offered to a limited number of consumers in a market to acquire, re-engage, or generally increase consumer utilization of our platform. We recognize the cost of these discounts to consumers as sales and marketing expense in the consolidated statements of operations at the time the prescription is filled and was $ 24.7 million for 2022. There were no material discounts to consumers in 2021 and 2020. Pharma Manufacturer Solutions Revenue Pharma manufacturer solutions revenue consists primarily of advertisements purchased by pharma manufacturers and other customers for a fixed fee that appear on our apps and websites for a specified period of time, and revenue is recognized over the term of the arrangement. Customers may also purchase advertisements where we charge fees on a cost-per-click basis, advertisements placed in our direct mailers, or other content used in advertising. Revenue for these arrangements is recognized at a point in time when the advertisements are clicked, when the direct mailers are shipped or when other content used in advertising is delivered, respectively. Pharma manufacturer solutions revenue also includes fees generated when pharmacies fill prescriptions for products sold by pharma manufacturers via our pharmacy services solution acquired through our acquisition of vitaCare Prescription Services, Inc. ("vitaCare"). We are entitled to a fixed fee per prescription from the pharma manufacturer for each of their patients assisted by us. Revenue for these arrangements is recognized at a point in time when the prescriptions are processed and filled through our pharmacy services solution. We generally invoice pharma manufacturers and other customers in advance, in the month end in which services are rendered, or in accordance with other specific contractual provisions. Payments are due generally within thirty to ninety days of invoice but may extend up to twelve months for a limited number of contracts. Subscription Revenue Subscription revenue consists of subscriptions to the GoodRx Gold offering (“Gold”) and the Kroger Rx Savings Club powered by GoodRx offering (“Kroger Savings”). Under Gold, subscribers pay an upfront fee to purchase a monthly or annual subscription that provides access to lower prices for prescriptions and telehealth visits. Subscribers can cancel the Gold subscription at any time. Monthly Gold subscription fees are generally nonrefundable while annual Gold subscription fees are generally nonrefundable to the subscriber after the first two weeks. We recognize revenue for Gold on a straight-line basis over the subscription period. Under the Kroger Savings offering, subscribers pay an annual upfront fee, a portion of which we share with Kroger, for a subscription that provides access to lower prices on prescriptions at Kroger pharmacies. Subscribers may enroll in the Kroger Savings through July 1, 2023 with the expected sunset of the program in July 2024. Kroger Savings subscription fees are generally nonrefundable to the subscriber after the first thirty days unless we cancel the subscription, in which case the subscriber is entitled to a pro rata refund. We recognize revenue for Kroger Savings on a straight-line basis over the subscription period, net of the fee shared with Kroger. Other Revenue Other revenue consists principally of telehealth revenue. Telehealth revenue consists of revenues generated from consumers who complete a telehealth visit with a member of our network of qualified medical professionals. Consumers pay a fee per telehealth visit and we recognize the fee as revenue at a point in time when the visit is complete. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of costs related to outsourced consumer support, healthcare provider costs, fulfillment costs for certain solutions provided to customers under our pharma manufacturer solutions offering, personnel costs, including salaries, benefits, bonuses and stock-based compensation expense, for our consumer support employees, hosting and cloud costs, merchant account fees, processing fees, and allocated overhead. Cost of revenue excludes depreciation and amortization of capitalized software development costs, developed technology, and other hosting and data infrastructure equipment used to operate our platform, which are included in depreciation and amortization in the consolidated statements of operations. |
Product Development and Technology | Product Development and Technology Costs related to the development of products are charged to product development and technology expense as incurred. Product development and technology expense consists primarily of personnel costs, including salaries, benefits, bonuses and stock-based compensation expense, for employees involved in product development activities, third-party services and contractors related to product development, information technology and software-related costs, and allocated overhead. |
Sales and Marketing | Sales and Marketing Sales and marketing costs consist primarily of advertising and marketing expenses that are expensed as incurred and production costs expensed as of the first date the advertisement takes place. Advertising costs were $ 226.3 million, $ 296.6 million and $ 222.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. Sales and marketing expenses also include personnel costs, including salaries, benefits, bonuses, stock-based compensation expense and sales commissions, for sales and marketing employees, consumer discounts and incentives, third-party services and contractors, and allocated overhead. Sales commissions relate to contracts with a duration of one year or less and are expensed as incurred. |
General and Administrative | General and Administrative General and administrative costs are expensed as incurred and primarily include personnel costs, including salaries, benefits, bonuses and stock-based compensation expense, for executive, finance, accounting, legal, and human resources functions, as well as professional fees, occupancy costs, other general overhead costs, and as applicable, change in fair value of contingent consideration, loss on operating lease assets, gain on sale of business and charitable donations. |
Depreciation and Amortization | Depreciation and Amortization Our depreciation and amortization expenses include depreciation of property and equipment, and amortization of capitalized internal-use software costs and intangible assets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are derived principally from or corroborated by observable market data by correlation or other means, or inputs other than quoted prices that are observable for the asset or liability; and Level 3 Unobservable inputs for the asset or liability based on management’s assumptions. When determining the fair value measurements for assets and liabilities which are required to be measured at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. Goodwill, intangible assets, and other long-lived assets are measured at fair value on a nonrecurring basis, only if impaired. The carrying amounts reported in the consolidated financial statements approximate the fair value for accounts receivable, accounts payable, and accrued liabilities, due to their short-term nature. The estimated fair value of our debt was approximately $ 649.6 million as of December 31, 2022, which was based on inputs categorized as Level 2 in the fair value hierarchy, and approximated its carrying value as of December 31, 2021 . For contingent consideration, which is remeasured to its estimated fair value on a recurring basis, see “Note 3. Business Combinations and Disposition." |
Stock-Based Compensation | Stock-Based Compensation Compensation cost is allocated to cost of revenue, product development and technology, sales and marketing, and general and administrative expenses in the consolidated statements of operations for stock options, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”) based on the fair value of these awards at the date of grant. For awards that vest based on continued service, stock-based compensation cost is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For awards with performance vesting conditions, stock-based compensation cost is recognized on a graded vesting basis over the requisite service period when it is probable the performance condition will be achieved. The grant date fair value of stock options that contain service or performance conditions is estimated using the Black-Scholes option-pricing model and the grant date fair value of RSAs and RSUs that contain service or performance conditions is estimated based on the fair value of our common stock. For awards with market vesting conditions, the fair value is estimated using a Monte Carlo simulation model that incorporates the likelihood of achieving the market condition. Stock-based compensation cost for awards that contain market vesting conditions is recognized on a graded vesting basis over the requisite service period, even if the market condition is not satisfied. The requisite service period for awards with service, performance and market conditions is the longer of the service period, the performance period or the derived service period from the Monte Carlo simulation model. For awards that contain service, performance and market vesting conditions, we commence recognition of stock-based compensation cost once it is probable that the performance condition will be achieved. If the performance condition is an initial public offering ("IPO") or a change in control event, the performance condition is not probable of being achieved for accounting purposes until the event occurs. Once it is probable that the performance condition will be achieved, we recognize stock-based compensation cost over the remaining requisite service period under a graded vesting model, with a cumulative adjustment for the portion of the service period that occurred for the period prior to the performance condition becoming probable of being achieved. Thereafter, expense is recognized even if the market condition was not or is not achieved, provided the employee continues to satisfy the service condition. To the extent that the market vesting conditions are achieved earlier than the end of the requisite service period, then stock-based compensation cost is accelerated. Forfeitures are recognized when they occur. Determining the fair value of stock-based awards requires judgment. The Black-Scholes option-pricing model is used to estimate the fair value of stock options, while the fair value of our common stock at the date of grant is used to measure the fair value of RSAs and RSUs. The assumptions used in the Black-Scholes option-pricing model requires the input of subjective assumptions and are as follows: • For periods prior to our IPO in September 2020, because there was no public market for our common stock, the fair value of the common stock underlying our stock-based awards was determined by our board of directors, with input from management, by considering several objective and subjective factors including our actual operating and financial performance, market conditions and performance of comparable publicly traded companies, our developments and milestones, the likelihood of achieving a liquidity event transaction, and the results of third-party valuations. The third-party valuations used methodologies, approaches and assumptions in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . Subsequent to our IPO, the fair value of common stock was determined on the grant date using the closing price of our common stock. • Expected volatility is based on a blended approach that utilizes our historical and implied volatility for periods in which we have sufficient information and the historical and implied volatility of a publicly traded peer group based on daily price observations over a period equivalent to the expected term of the stock option grants. • The expected term is based on historical and estimates of future exercise behavior. For stock options considered to be “plain vanilla” options, the expected term is based on the simplified method, as our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. Substantially all of our stock options granted after our IPO are considered to be "plain vanilla" options. • The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the options. • The dividend yield is based on our current expectations of dividend payouts. The assumptions used in our Black-Scholes option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation could be materially different in the future. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share We have two classes of common stock, Class A and Class B. Basic and diluted loss per share attributable to common stockholders of our Class A and Class B common stock are the same because they are entitled to the same liquidation and dividend rights. We compute earnings or loss per share using the two-class method required for participating securities. The two-class method requires net income to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. In periods where we have net losses, losses are not allocated to participating securities as they are not required to fund the losses. Prior to its conversion to common stock in connection with our IPO in September 2020, we considered our redeemable convertible preferred stock to be participating securities as preferred stockholders had rights to participate in dividends with the common stockholders. Basic earnings or loss per share is computed by dividing net income or loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Weighted average number of common shares outstanding includes contingently issuable shares where there is no circumstance under which those shares would not be issued. The vested but not yet issued Co-Chief Executives’ Performance-Vesting Founders Awards (see “Note 15. Stock-Based Compensation”) will settle in shares of common stock in October 2023 or, if earlier, upon a qualifying change in control event. At the time of vesting, these shares are contingently issuable and are included in the weighted average number of common shares outstanding for basic earnings or loss per share. We compute diluted earnings or loss per share under a two-class method. For periods when we have net income, net income is reallocated between common stock, potential common stock and participating securities. Stock-based awards that contain vesting provisions contingent on achievement of performance or market conditions are included in the computation of diluted earnings per share, if dilutive, from the beginning of the period or date of issuance if later, if all necessary conditions to vest have been satisfied during the period. If all conditions have not been met by the end of the period, dilutive earnings per share includes the number of shares that would be issuable if the end of the period were the end of the contingency period. Potential common stock includes stock options, RSAs, and RSUs computed using the treasury stock method. For periods where we have net losses, diluted loss per share is the same as basic loss per share, because potentially dilutive shares are excluded from the computation of loss per share as their effect is anti-dilutive. |
Recently Adopted 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. 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 recognizing acquired contract assets and liabilities on the same basis that would have been recognized 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 as the publication of the LIBO Screen Rate maturities are expected to cease immediately after June 30, 2023. As a result, it is possible that beginning in July 2023, the LIBO Screen Rate will no longer be available as a reference rate. 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. In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 , which deferred the application period of ASU 2020-04 from December 31, 2022 to December 31, 2024, effective immediately for all entities. We adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our consolidated financial statements. Under the terms of our existing debt agreements, in the event of the discontinuance of the LIBO Screen Rate, a mutually agreed-upon alternate benchmark rate will be established to replace the LIBO Screen Rate. We and lenders under our debt agreements will in good faith establish an alternate benchmark rate which places the lenders and us in the same economic position that existed immediately prior to the discontinuation of the LIBO Screen Rate. We intend to apply this guidance for contract modifications related to the reference rate reform as they occur through December 31, 2024. 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. This guidance is effective for annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption of this ASU is permitted. This ASU should be applied prospectively and recognize in earnings on the adoption date any adjustments made as a result of adoption. We early adopted this guidance effective January 1, 2023, and will apply this guidance prospectively, however we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Revenue | For the years ended December 31, 2022, 2021 and 2020, revenue comprised the following: Year Ended December 31, (in thousands) 2022 2021 2020 Prescription transactions revenue $ 550,536 $ 593,359 $ 488,257 Pharma manufacturer solutions revenue (1) 99,425 73,348 20,488 Subscription revenue 96,167 59,925 29,386 Other revenue 20,426 18,792 12,569 Total revenue $ 766,554 $ 745,424 $ 550,700 (1) Pharma manufacturer solutions revenue is presented separately from other revenue beginning in 2022. Prior period amounts have been recast to conform with the current period presentation. |
Business Combinations and Dis_2
Business Combinations and Disposition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Summary of Acquisition Date Fair Value of Consideration Transferred | Th e components of the 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 purchase consideration $ 131,820 |
Summary of Allocation of Purchase Price | Th e allocation of the 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 purchase consideration $ 131,820 |
Summary of Identified Intangible Assets Acquired | Th e 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 Trademark 1,000 3.0 $ 52,000 7.4 |
Summary of Supplemental Unaudited Pro Forma Financial Information | The follo wing 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. Year Ended December 31, (in thousands) 2022 2021 Pro forma revenue $ 767,125 $ 746,299 Pro forma net loss $ ( 40,901 ) $ ( 59,400 ) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, (in thousands) 2022 2021 Income taxes receivable $ 4,524 $ 8,331 Prepaid software implementation costs 5,751 — Prepaid expenses 35,105 21,307 Total prepaid expenses and other current assets $ 45,380 $ 29,638 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment, Net | Property and equipment, net consists of the following: December 31, (in thousands) 2022 2021 Leasehold improvements $ 16,094 $ 15,354 Furniture and fixtures 9,366 8,578 Computer equipment 4,129 3,148 Construction in progress — 361 Total property and equipment 29,589 27,441 Less: Accumulated depreciation ( 9,769 ) ( 5,829 ) Total property and equipment, net $ 19,820 $ 21,612 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The following table presents changes in the carrying amount of goodwill: December 31, (in thousands) 2022 2021 Balance at beginning of the year $ 329,696 $ 261,116 Goodwill acquired 85,560 68,580 Goodwill disposed ( 3,139 ) — Balance at end of the year $ 412,117 $ 329,696 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | The following tables present details of our intangible assets, net: December 31, 2022 (dollars in thousands) Useful Life Gross Accumulated Net Weighted Average Remaining Useful Life Customer relationships 9 - 13 $ 96,600 $ ( 14,151 ) $ 82,449 9.8 Developed technology 1 - 5 86,298 ( 54,483 ) 31,815 4.0 Trademarks 1 - 9 14,352 ( 12,841 ) 1,511 3.9 Content library 3 9,500 ( 5,410 ) 4,090 1.3 Backlog 1 1,900 ( 1,900 ) — — $ 208,650 $ ( 88,785 ) $ 119,865 7.9 December 31, 2021 (dollars in thousands) Useful Life Gross Accumulated Net Weighted Average Remaining Useful Life Customer relationships 9 - 13 $ 75,500 $ ( 6,015 ) $ 69,485 10.6 Developed technology 1 - 5 56,898 ( 46,411 ) 10,487 2.2 Trademarks 1 - 9 13,316 ( 12,309 ) 1,007 5.9 Content library 3 9,500 ( 2,243 ) 7,257 2.3 Backlog 1 1,900 ( 1,345 ) 555 0.3 $ 157,114 $ ( 68,323 ) $ 88,791 8.9 |
Schedule of Expected Amortization of Intangible Assets, Net for Future Periods | At December 31, 2022, the expected amortization of intangible assets, net for future periods was as follows: (in thousands) Year Ending December 31, 2023 $ 21,391 2024 17,039 2025 15,830 2026 15,427 2027 10,148 Thereafter 40,030 $ 119,865 |
Capitalized Software, Net (Tabl
Capitalized Software, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Capitalized Computer Software, Net [Abstract] | |
Schedule of Capitalized Software, Net | The following table presents details of our capitalized software, net as follows: December 31, (in thousands) 2022 2021 Capitalized software costs $ 109,752 $ 63,752 Less: Accumulated amortization ( 39,680 ) ( 18,765 ) Total capitalized software, net $ 70,072 $ 44,987 |
Schedule of Expected Amortization of Capitalized Software, Net | At December 31, 2022, the expected amortization of capitalized software, net that has been placed into service for future periods was as follows: (in thousands) Year Ending December 31, 2023 $ 28,743 2024 21,889 2025 8,221 $ 58,853 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, (in thousands) 2022 2021 Accrued bonus and other payroll related $ 20,642 $ 24,031 Accrued marketing 12,104 15,493 Deferred revenue 7,879 6,869 Other accrued expenses 6,898 4,339 Total accrued expenses and other current liabilities $ 47,523 $ 50,732 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Maturities of Operating Lease Liabilities | The following table presents maturities of operating lease liabilities at December 31, 2022: (in thousands) Year Ending December 31, 2023 $ 4,068 2024 6,488 2025 9,910 2026 9,242 2027 9,430 Thereafter 43,690 Total operating lease payments 82,828 Less: Effects of discounting ( 24,629 ) Present value of operating lease liabilities $ 58,199 Operating lease liabilities, current $ 4,068 Operating lease liabilities, net of current portion $ 54,131 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income tax (Benefit) Expense | The components of our income taxes are as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Current Federal $ 6,974 $ ( 361 ) $ 235 State 3,120 2,532 848 Total current income tax expense 10,094 2,171 1,083 Deferred Federal ( 421 ) 6,521 ( 7,472 ) State ( 76 ) 6,385 ( 3,438 ) Total deferred income tax (benefit) expense ( 497 ) 12,906 ( 10,910 ) Total income tax expense (benefit) $ 9,597 $ 15,077 $ ( 9,827 ) |
Schedule of Reconciliation of Income Tax (Benefit) Expense | : Year Ended December 31, (dollars in thousands) 2022 2021 2020 Income taxes computed at federal statutory rate $ ( 4,879 ) $ ( 2,137 ) $ ( 63,725 ) State income taxes (1) 2,465 8,385 ( 2,768 ) Stock-based compensation 383 491 609 Excess tax (benefits) related to stock-based compensation 4,565 ( 43,797 ) ( 19,961 ) Research and development credits, net of reserves ( 6,401 ) ( 8,206 ) ( 3,541 ) Nondeductible officers' compensation 12,295 21,905 79,046 Increase (decrease) in valuation allowance 68 37,782 ( 293 ) Transaction costs 39 438 277 Basis difference on disposition 659 — — Nondeductible penalties 318 16 6 Other 85 200 523 Income tax expense (benefit) $ 9,597 $ 15,077 $ ( 9,827 ) Effective income tax rate ( 41.3 %) ( 148.1 %) 3.2 % (1) Includes the state tax effects for (i) excess tax (benefits) related to stock-based compensation of $ 0.8 million, ($ 6.4 ) million and ($ 1.7 ) million for 2022, 2021 and 2020, respectively, and (ii) increase in valuation allowance of $ 4.4 and $ 14.6 million for 2022 and 2021, respectively. The state tax effect for valuation allowance in 2020 was not material. |
Schedule of Components of Net Deferred Taxes | : December 31, (in thousands) 2022 2021 Deferred tax assets Other assets $ 2,703 $ 5,072 Operating lease liabilities 14,402 9,702 Stock-based compensation 12,542 10,097 Research and development credits, net of reserves 14,382 19,407 Tax credit carryforward 769 580 Interest expense carryforward — 4,699 Charitable contribution carryforward 6,810 8,817 Goodwill 10,705 8,668 Capitalized research and development expenditures 9,269 — Net operating losses 8,737 21,907 Total deferred tax assets 80,319 88,949 Valuation allowance ( 57,115 ) ( 52,679 ) Deferred tax assets, net of valuation allowance 23,204 36,270 Deferred tax liabilities Other liabilities ( 1,143 ) ( 527 ) Operating lease right-of-use assets ( 8,815 ) ( 6,727 ) Property and equipment ( 4,383 ) ( 4,699 ) Capitalized software — ( 10,926 ) Intangible assets ( 9,157 ) ( 13,635 ) Total deferred tax liabilities ( 23,498 ) ( 36,514 ) Total deferred tax liabilities, net $ ( 294 ) $ ( 244 ) |
Schedule of Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: (in thousands) Gross unrecognized tax benefits at December 31, 2019 $ 4,374 Increases related to prior year tax positions 126 Increases related to current year tax positions 3,327 Settlements with taxing authorities ( 119 ) Lapse of statute of limitations ( 317 ) Gross unrecognized tax benefits at December 31, 2020 7,391 Increases related to prior year tax positions 999 Increases related to current year tax positions 6,911 Lapse of statute of limitations ( 505 ) Gross unrecognized tax benefits at December 31, 2021 14,796 Increases related to prior year tax positions 422 Increases related to current year tax positions 2,444 Decreases related to prior year tax positions ( 1,160 ) Lapse of statute of limitations ( 1,804 ) Gross unrecognized tax benefits at December 31, 2022 $ 14,698 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | debt balance is as follows: December 31, (in thousands) 2022 2021 Principal balance under First Lien Term Loan Facility $ 667,068 $ 674,097 Less: Unamortized debt issuance costs and discounts ( 8,243 ) ( 11,210 ) $ 658,825 $ 662,887 Amortization of debt issuance costs and discounts related to our term loan of $ 3.0 million was recognized as interest expense in the consolidated statements of operations for each of the years ended December 31, 2022, 2021 and 2020 . |
Schedule of Future Principal Payments Under Debt Agreements | The following table presents details of the future principal payments under the First Lien Term Loan Facility at December 31, 2022: (in thousands) Year Ending December 31, 2023 $ 7,029 2024 7,029 2025 653,010 Total principal payments $ 667,068 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 7,580 8.09 Exercised ( 2,192 ) 4.16 Expired / Cancelled / Forfeited ( 1,691 ) 12.64 Outstanding at December 31, 2022 17,265 $ 7.72 7.3 years $ 5,321 Exercisable at December 31, 2022 7,949 $ 6.60 5.4 years $ 5,321 |
Assumptions Used in Black-Scholes Model to Determine Fair Value for Stock Option Awards Granted | The fair value of option awards issued with service or performance vesting conditions are estimated on the grant date using the Black-Scholes option pricing model. The following table summarizes the assumptions used: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 1.7 % - 3.8 % 0.9 % - 1.3 % 0.4 % - 1.4 % Expected term 5.7 - 6.1 years 5.7 - 6.1 years 5.3 - 6.3 years Expected stock price volatility 60 % - 77.5 % 57.5 % - 60 % 50 % - 62 % Dividend yield — — — Fair value of common stock per share $5.25 - $22.02 $16.79 - $24.48 $5.94 - $33.00 |
Summary of Restricted Stock Activity | A summary of the Restricted Stock Awards and Restricted Stock Unit 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 — 19,643 — 7.76 Vested ( 470 ) ( 2,664 ) ( 2,053 ) 23.42 Forfeited — ( 2,949 ) — 16.67 Nonvested restricted stock awards or restricted 469 18,461 3,592 $ 13.69 |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Weighted-Average Potentially Dilutive Shares Were Excluded From Computation of Diluted Net (Loss) Income Per Share | Year Ended December 31, (in thousands) 2022 2021 2020 Redeemable convertible preferred stock — — 92,479 Stock options, restricted stock awards and 31,587 28,858 27,374 |
Condensed Financial Informati_2
Condensed Financial Information of Parent Company (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of Parent-only Balance Sheets | The following table presents the parent-only balance sheets of GoodRx Holdings, Inc.: December 31, (in thousands, except par values) 2022 2021 Assets Cash $ 5 $ 5 Other asset — 80 Investment in subsidiary, net of distributions 814,822 831,595 Total assets $ 814,827 $ 831,680 Liabilities and stockholders' equity Total liabilities $ — $ — Stockholders' equity Preferred stock, $ 0.0001 par value — — Common stock, $ 0.0001 par value 40 40 Additional paid-in capital 2,263,322 2,247,347 Accumulated deficit ( 1,448,535 ) ( 1,415,707 ) Total stockholders' equity 814,827 831,680 Total liabilities and stockholders' equity $ 814,827 $ 831,680 |
Schedule of Parent-only Statement of Operations | The following table presents the parent-only statements of operations of GoodRx Holdings, Inc.: Year Ended December 31, (in thousands) 2022 2021 2020 Equity in loss of subsidiary $ ( 32,828 ) $ ( 25,254 ) $ ( 293,623 ) Net loss $ ( 32,828 ) $ ( 25,254 ) $ ( 293,623 ) |
Schedule of Parent-only Statement of Cash Flows | The following table presents the parent-only statements of cash flows of GoodRx Holdings, Inc.: Year Ended December 31, (in thousands) 2022 2021 2020 Cash flows from operating activities Net loss $ ( 32,828 ) $ ( 25,254 ) $ ( 293,623 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Equity in loss of subsidiary 32,828 25,254 293,623 Changes in assets and liabilities: Other asset 80 ( 23 ) 90 Other current liabilities — ( 87 ) 87 Net cash provided by (used in) operating activities 80 ( 110 ) 177 Cash flows from investing activities Distribution from (investment in) subsidiary 113,117 22,777 ( 914,434 ) Net cash provided by (used in) investing activities 113,117 22,777 ( 914,434 ) Cash flows from financing activities Proceeds from issuance of common stock in initial public offering, net of — — 891,793 Proceeds from private placement with a related party — — 100,000 Repurchases of Class A common stock ( 101,721 ) — — Payments of initial public offering issuance costs — — ( 4,937 ) Proceeds from exercise of stock options 9,159 35,021 5,343 Proceeds from early exercise of stock options — — 667 Employee taxes paid related to net share settlement of equity awards ( 20,635 ) ( 57,688 ) ( 78,714 ) Net cash (used in) provided by financing activities ( 113,197 ) ( 22,667 ) 914,152 Net change in cash — — ( 105 ) Cash Beginning of period 5 5 110 End of period $ 5 $ 5 $ 5 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Description Of Business [Line Items] | |
Entity incorporation month and year | 2015-09 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Customer Segment ReportingUnit | Dec. 31, 2021 USD ($) Customer ReportingUnit | Dec. 31, 2020 USD ($) ReportingUnit Customer | |
Accounting Policies [Line Items] | |||
Number of operating segments | Segment | 1 | ||
Property and equipment, depreciation description | Depreciation is computed using the straight-line method over the estimated useful lives of the assets | ||
Equity investments included in other assets | $ 19,000,000 | $ 4,000,000 | |
Number of reporting unit tested for goodwill impairment | ReportingUnit | 1 | 1 | 1 |
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Noncancellable operating lease option to renewal description | Certain of our leases contain renewal options for periods of up to ten years | ||
Lessee, Operating Lease, Renewal Term | 10 years | ||
Lessee, Operating Lease, Option to Terminate | early termination options by up to two years, at our election. | ||
Sales and marketing | $ 357,631,000 | 370,217,000 | 255,135,000 |
Fair value of debt | $ 649,600,000 | ||
Contract payment due conditions | Payments are due generally within thirty to ninety days of invoice but may extend up to twelve months for a limited number of contracts. | ||
Advertising costs | $ 226,300,000 | 296,600,000 | $ 222,400,000 |
Minority Equity Interests | |||
Accounting Policies [Line Items] | |||
Equity method investment, ownership percentage | 20% | ||
Prescription Transactions Revenue | |||
Accounting Policies [Line Items] | |||
Sales and marketing | $ 24,700,000 | ||
Capitalized Software Costs | |||
Accounting Policies [Line Items] | |||
Intangible asset, amortization method | amortized on a straight-line basis over their estimated useful life | ||
Finite lived intangible assets acquired, Estimated Useful Life | 3 years | ||
Furniture and Fixtures | |||
Accounting Policies [Line Items] | |||
Useful life of assets | 5 years | ||
Computer Equipment | |||
Accounting Policies [Line Items] | |||
Useful life of assets | 3 years | ||
Money Market Funds | Fair Value, Inputs, Level 1 | |||
Accounting Policies [Line Items] | |||
Cash equivalents, fair value disclosure | $ 642,500,000 | $ 852,500,000 | |
Customer Concentration Risk | Revenue From Customer | |||
Accounting Policies [Line Items] | |||
Number of customers | Customer | 1 | 2 | 3 |
Customer Concentration Risk | Revenue From Customer | Customer One | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 13% | 13% | 17% |
Customer Concentration Risk | Revenue From Customer | Customer Two | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 11% | 14% | |
Customer Concentration Risk | Revenue From Customer | Customer Three | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 11% | ||
Customer Concentration Risk | Accounts Receivable | Customer One | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 13% | ||
Credit Concentration Risk | Accounts Receivable | |||
Accounting Policies [Line Items] | |||
Number of customers | Customer | 1 | 0 | |
Credit Concentration Risk | Accounts Receivable | Customer One | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Accounting Policies [Line Items] | ||||
Revenue | $ 766,554 | $ 745,424 | $ 550,700 | |
Prescription Transactions Revenue | ||||
Accounting Policies [Line Items] | ||||
Revenue | 550,536 | 593,359 | 488,257 | |
Pharma Manufacturer Solutions Revenue | ||||
Accounting Policies [Line Items] | ||||
Revenue | [1] | 99,425 | 73,348 | 20,488 |
Subscription Revenue | ||||
Accounting Policies [Line Items] | ||||
Revenue | 96,167 | 59,925 | 29,386 | |
Other Revenue | ||||
Accounting Policies [Line Items] | ||||
Revenue | $ 20,426 | $ 18,792 | $ 12,569 | |
[1] Pharma manufacturer solutions revenue is presented separately from other revenue beginning in 2022. Prior period amounts have been recast to conform with the current period presentation. |
Business Combinations and Dis_3
Business Combinations and Disposition - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Dec. 09, 2022 | Apr. 14, 2022 | Feb. 18, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||
Business combination, consideration paid in cash | $ 150,000,000 | |||||
Revenue from contract with customer excluding assessed tax | $ 766,554,000 | $ 745,424,000 | $ 550,700,000 | |||
Estimated fair value of contingent consideration | 7,000,000 | |||||
Change in fair value of contingent consideration payable | 18,057,000 | 0 | 2,068,000 | |||
Compensation to employees based on performance | 10,000,000 | |||||
Goodwill | $ 412,117,000 | 329,696,000 | 261,116,000 | |||
Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets estimated useful life | 11 years | |||||
Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets estimated useful life | 13 years | |||||
Vitacare Prescription Services Inc | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration paid in cash | $ 149,877,000 | |||||
Revenue from contract with customer excluding assessed tax | 5,600,000 | |||||
Business acquisition, Transaction costs | $ 1,600,000 | |||||
Date of acquisition | Apr. 14, 2022 | |||||
Business combination, aggregate consideration | 131,820,000 | |||||
Estimated fair value of contingent consideration | $ 1,684,000 | 0 | ||||
Change in fair value of contingent consideration payable | 1,700,000 | |||||
Compensation to employees based on performance | 10,000,000 | |||||
Business combination, annual minimum guaranteed payments | 66,300,000 | |||||
Change in fair value of the contingent consideration receivable | 19,700,000 | |||||
Goodwill | $ 80,614,000 | |||||
Identifiable intangible assets estimated useful life | 7 years 4 months 24 days | |||||
Flipmd Inc | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration paid in cash | $ 7,000,000 | |||||
Other business combinations | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, aggregate consideration | 185,600,000 | |||||
Goodwill | 84,000,000 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed other intangible assets | 93,500,000 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed customer related to customer relationships | $ 74,000,000 | |||||
RxSaver, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, aggregate consideration | 50,700,000 | |||||
Goodwill | 25,900,000 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed other intangible assets | 25,200,000 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed customer related to customer relationships | 20,700,000 | |||||
HealthiNation Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, aggregate consideration | 76,600,000 | |||||
Goodwill | 33,200,000 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed other intangible assets | 40,000,000 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed customer related to customer relationships | 28,000,000 | |||||
Scriptcycle LLC | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, aggregate consideration | 58,300,000 | |||||
Estimated fair value of contingent consideration | 2,900,000 | |||||
Goodwill | 24,900,000 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed other intangible assets | 28,300,000 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed customer related to customer relationships | $ 25,300,000 | |||||
RxNXT LLC | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, aggregate consideration | $ 14,500,000 | |||||
GoodRx Care, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, aggregate consideration | $ 19,500,000 | |||||
Escrow deposits | 2,900,000 | |||||
Assets of disposal group including discontinued operation | 8,100,000 | |||||
Disposal group including discontinued operation, capitalized software | 4,600,000 | |||||
Disposal group including discontinued operation goodwill1 | 3,100,000 | |||||
Pre-tax gain | $ 11,400,000 | |||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | General and Administrative Expense |
Business Combinations and Dis_4
Business Combinations and Disposition - Summary of Acquisition Date Fair Value of Consideration Transferred (Details) - USD ($) | 12 Months Ended | |
Apr. 14, 2022 | Dec. 31, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Cash | $ 150,000,000 | |
Fair value of contingent consideration payable | 7,000,000 | |
Vitacare Prescription Services Inc | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Cash | $ 149,877,000 | |
Fair value of contingent consideration payable | 1,684,000 | 0 |
Fair value of contingent consideration receivable | $ (19,741,000) | |
Total purchase consideration | $ 131,820,000 |
Business Combinations and Dis_5
Business Combinations and Disposition - Summary of Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Apr. 14, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 412,117 | $ 329,696 | $ 261,116 | |
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 and Dis_6
Business Combinations and Disposition - 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 |
Trademark | |
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 and Dis_7
Business Combinations and Disposition - Summary of Supplemental Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Pro forma revenue | $ 767,125 | $ 746,299 |
Pro forma net loss | $ (40,901) | $ (59,400) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Income taxes receivable | $ 4,524 | $ 8,331 |
Prepaid software implementation costs | 5,751 | 0 |
Prepaid expenses | 35,105 | 21,307 |
Total prepaid expenses and other current assets | $ 45,380 | $ 29,638 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 29,589 | $ 27,441 |
Less: Accumulated depreciation | (9,769) | (5,829) |
Total property and equipment, net | 19,820 | 21,612 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 16,094 | 15,354 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 9,366 | 8,578 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 4,129 | 3,148 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 0 | $ 361 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 4.6 | $ 4 | $ 1.4 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Balance at beginning of the year | $ 329,696 | $ 261,116 |
Goodwill acquired | 85,560 | 68,580 |
Goodwill disposed | (3,139) | 0 |
Balance at end of the year | $ 412,117 | 329,696 |
Scriptcycle LLC | ||
Goodwill [Line Items] | ||
Balance at beginning of the year | $ 24,900 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 208,650 | $ 157,114 |
Accumulated Amortization | (88,785) | (68,323) |
Net Carrying Amount | $ 119,865 | $ 88,791 |
Weighted Average Remaining Useful Life | 7 years 10 months 24 days | 8 years 10 months 24 days |
Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets acquired, Estimated Useful Life | 11 years | |
Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets acquired, Estimated Useful Life | 13 years | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 96,600 | $ 75,500 |
Accumulated Amortization | (14,151) | (6,015) |
Net Carrying Amount | $ 82,449 | $ 69,485 |
Weighted Average Remaining Useful Life | 9 years 9 months 18 days | 10 years 7 months 6 days |
Customer Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets acquired, Estimated Useful Life | 9 years | 9 years |
Customer Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets acquired, Estimated Useful Life | 13 years | 13 years |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 86,298 | $ 56,898 |
Accumulated Amortization | (54,483) | (46,411) |
Net Carrying Amount | $ 31,815 | $ 10,487 |
Weighted Average Remaining Useful Life | 4 years | 2 years 2 months 12 days |
Developed Technology | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets acquired, Estimated Useful Life | 1 year | 1 year |
Developed Technology | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets acquired, Estimated Useful Life | 5 years | 5 years |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 14,352 | $ 13,316 |
Accumulated Amortization | (12,841) | (12,309) |
Net Carrying Amount | $ 1,511 | $ 1,007 |
Weighted Average Remaining Useful Life | 3 years 10 months 24 days | 5 years 10 months 24 days |
Trademarks | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets acquired, Estimated Useful Life | 1 year | 1 year |
Trademarks | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets acquired, Estimated Useful Life | 9 years | 9 years |
Content Library | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets acquired, Estimated Useful Life | 3 years | 3 years |
Gross Carrying Amount | $ 9,500 | $ 9,500 |
Accumulated Amortization | (5,410) | (2,243) |
Net Carrying Amount | $ 4,090 | $ 7,257 |
Weighted Average Remaining Useful Life | 1 year 3 months 18 days | 2 years 3 months 18 days |
Backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets acquired, Estimated Useful Life | 1 year | 1 year |
Gross Carrying Amount | $ 1,900 | $ 1,900 |
Accumulated Amortization | (1,900) | (1,345) |
Net Carrying Amount | $ 0 | $ 555 |
Weighted Average Remaining Useful Life | 3 months 18 days |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 23.2 | $ 18.3 | $ 12.7 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Expected Amortization of Intangible Assets, Net for Future Periods (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 21,391 | |
2024 | 17,039 | |
2025 | 15,830 | |
2026 | 15,427 | |
2027 | 10,148 | |
Thereafter | 40,030 | |
Net Carrying Amount | $ 119,865 | $ 88,791 |
Capitalized Software, Net - Sch
Capitalized Software, Net - Schedule of Capitalized Software, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Capitalized Computer Software, Net [Abstract] | ||
Capitalized software costs | $ 109,752 | $ 63,752 |
Less: Accumulated amortization | (39,680) | (18,765) |
Total capitalized software, net | $ 70,072 | $ 44,987 |
Capitalized Software, Net - Add
Capitalized Software, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Computer Software, Net [Abstract] | |||
Capitalized software, amortization expense | $ 26.4 | $ 12.2 | $ 4.4 |
Capitalized software costs not ready for intended use | $ 11.2 |
Capitalized Software, Net - S_2
Capitalized Software, Net - Schedule of Expected Amortization of Capitalized Software, Net (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Capitalized Computer Software, Net [Abstract] | |
2023 | $ 28,743 |
2024 | 21,889 |
2025 | 8,221 |
Capitalized computer software, expected amortization, net | $ 58,853 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued bonus and other payroll related | $ 20,642 | $ 24,031 |
Accrued marketing | 12,104 | 15,493 |
Deferred revenue | 7,879 | 6,869 |
Other accrued expenses | 6,898 | 4,339 |
Total accrued expenses and other current liabilities | $ 47,523 | $ 50,732 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Noncancellable Operating Lease Expiry Year | 2033 | |||
Noncancellable lease incentive receivable | $ 1,600 | $ 5,700 | ||
Noncancellable lease, cash paid | $ 6,400 | $ 6,200 | 3,000 | |
Noncancellable operating lease, weighted-average remaining lease term | 8 years 8 months 12 days | 8 years 6 months | ||
Noncancellable operating lease, weighted-average discount rate | 6.90% | 5.80% | ||
Operating lease right-of-use assets | $ 35,906 | $ 27,705 | $ 20,200 | |
Operating Lease, Expense | 3,349 | 3,102 | 4,478 | |
Payments for Tenant Improvements | 3,100 | |||
Operating Lease Liability | 54,131 | 33,592 | $ 20,200 | |
Noncancellable operating lease expense | 6,200 | $ 5,600 | $ 7,000 | |
General and Administrative Expenses | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating Lease, Expense | 1,300 | |||
Finance Lease, Impairment Loss | $ 11,300 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Oct. 01, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
2023 | $ 4,068 | ||
2024 | 6,488 | ||
2025 | 9,910 | ||
2026 | 9,242 | ||
2027 | 9,430 | ||
Thereafter | 43,690 | ||
Total operating lease payments | 82,828 | ||
Less: Effects of discounting | (24,629) | ||
Present value of operating lease liabilities | 58,199 | ||
Operating lease liabilities, current | 4,068 | $ 5,851 | |
Operating lease liabilities, net of current portion | $ 54,131 | $ 20,200 | $ 33,592 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal | $ 6,974 | $ (361) | $ 235 |
State | 3,120 | 2,532 | 848 |
Total current income tax expense | 10,094 | 2,171 | 1,083 |
Deferred | |||
Federal | (421) | 6,521 | (7,472) |
State | (76) | 6,385 | (3,438) |
Total deferred income tax (benefit) expense | (497) | 12,906 | (10,910) |
Total income tax expense (benefit) | $ 9,597 | $ 15,077 | $ (9,827) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Aug. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2018 | |
Income Taxes [Line Items] | ||||||
Excess tax (benefits) related to stock- based compensation | $ 4,565 | $ (43,797) | $ (19,961) | |||
Increase (decrease) in valuation allowance | 68 | 37,782 | (293) | |||
U.S. NOLs | 16,900 | |||||
U.S. NOLs, carryforward | 8,737 | 21,907 | ||||
Unrecognized tax benefits | 14,698 | 14,796 | 7,391 | $ 4,374 | ||
Unrecognized Tax Benefits Reduction To Deferred Tax Assets | 7,400 | |||||
Unrecognized tax benefits that would affect the effective tax rate if recognized | 7,300 | |||||
Inflation Reduction Act of 2022 [Member] | ||||||
Income Taxes [Line Items] | ||||||
Corporate Income Tax Percentage | 15% | |||||
Excise Tax On Corporate Stock Repurchase Percent | 1% | |||||
Common Class B | Restricted Stock Units ("RSUs") | ||||||
Income Taxes [Line Items] | ||||||
Excess tax (deficiencies) benefit associated with equity awards | 50,200 | 21,700 | ||||
Federal | ||||||
Income Taxes [Line Items] | ||||||
Excess tax (benefits) related to stock- based compensation | (800) | (6,400) | $ (1,700) | |||
U.S. NOLs | $ 28,500 | $ 11,600 | ||||
U.S. NOLS, expiration year | 2033 | |||||
Deferred tax assets, CARES Act | $ 4,700 | |||||
State | ||||||
Income Taxes [Line Items] | ||||||
Increase (decrease) in valuation allowance | 4,400 | $ 14,600 | ||||
State NOLs subject to expire | 48,000 | |||||
California Research and Development Credits | ||||||
Income Taxes [Line Items] | ||||||
Deferred tax assets, CARES Act | $ 19,800 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income taxes computed at federal statutory rate | $ 4,879 | $ (2,137) | $ (63,725) |
State income taxes | 2,465 | 8,385 | (2,768) |
Stock-based compensation | 383 | 491 | 609 |
Excess tax deficiencies (benefits) related to stock- based compensation | 4,565 | (43,797) | (19,961) |
Research and development credits, net of reserves | (6,401) | (8,206) | (3,541) |
Nondeductible officers' compensation | 12,295 | 21,905 | 79,046 |
Increase (decrease) in valuation allowance | 68 | 37,782 | (293) |
Transaction costs | 39 | 438 | 277 |
Basis difference on disposition | 659 | 0 | 0 |
Nondeductible penalties | 318 | 16 | 6 |
Other | 85 | 200 | 523 |
Total income tax expense (benefit) | $ 9,597 | $ 15,077 | $ (9,827) |
Effective income tax rate | (41.30%) | (148.10%) | 3.20% |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Net Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Other assets | $ 2,703 | $ 5,072 |
Operating lease liabilities | 14,402 | 9,702 |
Stock-based compensation | 12,542 | 10,097 |
Research and development credits, net of reserves | 14,382 | 19,407 |
Tax credit carryforward | 769 | 580 |
Interest expense carryforward | 4,699 | |
Charitable contribution carryforward | 6,810 | 8,817 |
Goodwill | 10,705 | 8,668 |
Capitalized research and development expenditures | 9,269 | |
Net operating losses | 8,737 | 21,907 |
Total deferred tax assets | 80,319 | 88,949 |
Valuation allowance | (57,115) | (52,679) |
Deferred tax assets, net of valuation allowance | 23,204 | 36,270 |
Deferred tax liabilities | ||
Other liabilities | (1,143) | (527) |
Operating lease right-of-use assets | (8,815) | (6,727) |
Property and equipment | (4,383) | (4,699) |
Capitalized software | (10,926) | |
Intangible assets | (9,157) | (13,635) |
Total deferred tax liabilities | (23,498) | (36,514) |
Total deferred tax liabilities, net | $ 294 | $ 244 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Gross unrecognized tax benefits | $ 14,796 | $ 7,391 | $ 4,374 |
Increases related to prior year tax positions | 422 | 999 | 126 |
Increases related to current year tax positions | 2,444 | 6,911 | 3,327 |
Decreases related to prior year tax positions | (1,160) | ||
Settlements with taxing authorities | (119) | ||
Lapse of statue of limitations | (1,804) | (505) | (317) |
Gross unrecognized tax benefits | $ 14,698 | $ 14,796 | $ 7,391 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 667,068 | |
First Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Principal balance | 667,068 | $ 674,097 |
Less unamortized debt issuance costs and discounts | (8,243) | (11,210) |
Total debt | $ 658,825 | $ 662,887 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Maturity date | Oct. 11, 2024 | ||
Amortization of debt issuance costs and discounts | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 |
Line of credit fixed fronting fee percentage | 0.125% | ||
Principal balance | 0 | $ 0 | |
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit | 9,200,000 | $ 9,200,000 | |
Decrease of letter of credit | 900,000 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit | 100,000,000 | ||
First Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 700,000,000 | ||
Effective interest rate | 5.02% | 3.40% | 3.97% |
Frequency of interest payment | quarterly | ||
Maturity date | Oct. 10, 2025 | ||
Description of payments | The First Lien Term Loan Facility requires quarterly principal payments through September 2025, with any remaining unpaid principal and any accrued and unpaid interest due on the maturity date of October 10, 2025 | ||
Covenant terms | As of December 31, 2022, we were 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 Term Loan Facility. Additionally, GoodRx is restricted from making dividend payments, loans or advances to us. At December 31, 2022, we were in compliance with our covenants | ||
First Lien Credit Agreement | GoodRx, Inc. | |||
Debt Instrument [Line Items] | |||
Percentage of collateralized assets | 100% | ||
First Lien Credit Agreement | Minimum | |||
Debt Instrument [Line Items] | |||
Interest rate on used amounts | 2.75% | ||
Maximum net leverage ratio | 8.20% | ||
Interest rate on used amounts | 2.50% | ||
Interest rate on unused amounts | 0.25% | ||
First Lien Credit Agreement | Maximum | |||
Debt Instrument [Line Items] | |||
Interest rate on used amounts | 3% | ||
Maximum net leverage ratio | 1% | ||
Interest rate on unused amounts | 0.50% |
Debt - Schedule of Future Princ
Debt - Schedule of Future Principal Payments Under Debt Agreements (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 7,029 |
2024 | 7,029 |
2025 | 653,010 |
Total debt | $ 667,068 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Dec. 31, 2022 USD ($) | Apr. 08, 2021 Lawsuit |
Purchase Commitment Excluding Longterm Commitment [Line Items] | ||
Aggregate purchase commitment amount committed | $ 21.3 | |
Aggregate purchase commitment minimum amount committed | 7.1 | |
Number of Lawsuits | Lawsuit | 2 | |
Accrued settlement | $ 1.5 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Sep. 25, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 23, 2022 | Dec. 31, 2019 | |
Class Of Stock [Line Items] | ||||||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | $ 0 | $ 0 | $ 891,793 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock Conversion Features | Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and will automatically convert to Class A common stock upon any transfer, except for certain permitted transfers. All Class B common stock will convert automatically into an equivalent number of Class A common stock upon the earlier of (i) September 25, 2027; or (ii) the first date the aggregate number of shares of Class B common stock cease to represent at least 10% of the aggregate outstanding shares of common stock. During the years ended December 31, 2022, 2021 and 2020, 1.8 million, 13.1 million and 28.7 million shares of Class B common stock were converted into an equivalent number of shares of Class A common stock, respectively. | |||||
Percentage of aggregate outstanding shares of common stock to be cease | 10% | |||||
Preferred stock, shares issued | 0 | 0 | ||||
Payments of Stock Issuance Costs | $ 0 | $ 0 | 4,937 | |||
Charitable stock donation | $ 41,721 | |||||
IPO Member | ||||||
Class Of Stock [Line Items] | ||||||
Number of aggregate shares sold by existing stockholders | 11,200,000 | |||||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | $ 886,900 | |||||
Underwriting discounts and commissions | 52,500 | |||||
Other offering expenses | $ 4,900 | |||||
Private Placement | ||||||
Class Of Stock [Line Items] | ||||||
Issuance of common stock, Shares | 100,000,000 | |||||
Redeemable Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, Conversion of redeemable convertible preferred stock to common stock, Shares | 126,000,000 | |||||
Redeemable convertible preferred stock carrying value | $ 737,000 | $ 0 | $ 737,009 | |||
Redeemable Convertible Preferred Stock | IPO Member | ||||||
Class Of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, Conversion of redeemable convertible preferred stock to common stock, Shares | (126,046,000) | |||||
Common Class A | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||
Common Stock Voting Rights | one vote per share | |||||
Stock repurchase agreement, authorized amount | $ 250,000 | |||||
Common stock repurchased and retired (in shares) | 8,500,000 | |||||
Common stock repurchased and retired | $ 101,700 | |||||
Stock Repurchase Program, Available for Future Repurchases | $ 148,300 | |||||
Charitable stock donation, Shares | 1,100,000 | |||||
Common Class A | IPO Member | ||||||
Class Of Stock [Line Items] | ||||||
Issuance of common stock, Shares | 39,800 | 28,615,000 | ||||
Common stock, par value | $ 0.0001 | |||||
Offering price per share | 33 | |||||
Common Class A | Private Placement | ||||||
Class Of Stock [Line Items] | ||||||
Issuance of common stock, Shares | 3,000 | 3,030,000 | ||||
Stock repurchase agreement, authorized amount | $ 100,000 | |||||
Common Class B | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||
Conversion of stock, shares converted | 357,300,000 | |||||
Common Stock Voting Rights | 10 | |||||
Conversion of stock, amount | $ 1,800 | $ 13,100 | $ 28,700 | |||
Class A and Class B Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Charitable stock donation, Shares | 1,075,000 | |||||
Class A and Class B Common Stock | IPO Member | ||||||
Class Of Stock [Line Items] | ||||||
Issuance of common stock, Shares | 28,600,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 36 Months Ended | ||||||
Sep. 11, 2020 | Sep. 11, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2023 | Dec. 31, 2024 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Weighted-average grant date fair value of stock options granted | $ 5.41 | $ 18.81 | $ 4.23 | ||||||
Aggregate intrinsic value of options exercised | $ 18,200,000 | $ 244,400,000 | $ 112,700,000 | ||||||
Fair value of stock options vested | $ 14,600,000 | 15,300,000 | 10,200,000 | ||||||
Weighted-average period over which cost is expected to be recognized | 2 years 10 months 24 days | ||||||||
Stock Options | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options exercised, Shares | 2,192,000 | ||||||||
Award vesting percentage | 25% | ||||||||
Term of stock option | 10 years | ||||||||
Stock-based compensation expense | $ 12,700,000 | 14,300,000 | 13,000,000 | ||||||
Unrecognized stock-based compensation cost | $ 43,100,000 | ||||||||
Granted, shares | 7,580,000 | ||||||||
Weighted average remaining contractual term, Exercisable | 5 years 4 months 24 days | ||||||||
Stock Options | First Anniversary of the Vesting Commencement Date, and Thereafter Ratably Monthly Over the Remaining Period | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Restricted Stock | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Fair value of RSAs and RSUs vested | $ 121,500,000 | $ 95,800,000 | $ 335,400,000 | ||||||
Weighted-average fair value of restricted shares granted | $ 7.76 | ||||||||
Restricted Stock Units ("RSUs") | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 508,400,000 | ||||||||
Restricted Stock Awards | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Weighted-average grant date fair value of stock options granted | $ 3.88 | ||||||||
Restricted shares granted | 0 | ||||||||
Restricted shares outstanding | 939,000 | 469,000 | 939,000 | ||||||
Shares vested | 470,000 | ||||||||
Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based compensation, deferred period | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 3 months 18 days | ||||||
Minimum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based compensation, deferred period | 5 years 8 months 12 days | 5 years 8 months 12 days | 5 years 3 months 18 days | ||||||
Common Class A | Restricted Stock Units ("RSUs") | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Stock-based compensation expense | $ 61,200,000 | $ 53,500,000 | $ 9,500,000 | ||||||
Unrecognized stock-based compensation cost | $ 182,600,000 | ||||||||
Weighted-average period over which cost is expected to be recognized | 3 years 3 months 18 days | ||||||||
Common Class B | Restricted Stock Units ("RSUs") | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 44,500,000 | 90,900,000 | 373,000,000 | ||||||
Grant date fair value | $ 533,300,000 | ||||||||
Excess tax (deficiencies) benefit associated with equity awards | $ 50,200,000 | $ 21,700,000 | |||||||
Common Class B | Restricted Stock Units ("RSUs") | Co-Chief Executive Officers | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Restricted shares granted | 24,600,000 | ||||||||
Common Class B | Restricted Stock Units ("RSUs") Time-Vesting Founders Awards | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | 188,600,000 | ||||||||
Unrecognized stock-based compensation cost | 24,900,000 | ||||||||
Common Class B | Restricted Stock Units ("RSUs") Time-Vesting Founders Awards | Co-Chief Executive Officers | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Shares vested and settled | 4,100,000 | ||||||||
Common Class B | Restricted Stock Units ("RSUs") Time-Vesting Founders Awards | Forecast | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation cost | $ 4,400,000 | $ 20,500 | |||||||
Common Class B | Restricted Stock Units Performance Vesting Founder Awards [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 319,800,000 | ||||||||
Shares for tax withholding obligations | 700,000 | ||||||||
Remaining shares not issued until three years from vesting date | 15,700,000 | ||||||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 700,000 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award Remaining Number Of Shares To Be Issued | 15,700,000 | ||||||||
Common Class B | Restricted Stock Units Performance Vesting Founder Awards [Member] | Co-Chief Executive Officers | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares vested | 8,200,000 | ||||||||
Common Class B | Maximum | Performance and Marked Based Stock Options | Co-Chief Executive Officers | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock price | $ 51.28 | $ 51.28 | |||||||
Common Class B | Minimum | Restricted Stock Units Performance Vesting Founder Awards [Member] | Co-Chief Executive Officers | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock price | $ 6.07 | $ 6.07 | |||||||
2020 Equity Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, shares available for issuance | 52,900,000 | ||||||||
2020 Equity Incentive Plan | Common Class A And Common Class B | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Description of shares available for issue | The number of shares available for issuance under the 2020 Plan will increase annually on the first day of each calendar year beginning January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of (i) 5% of the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our board of directors. | ||||||||
Percentage of shares issued on common stock outstanding | 5% | ||||||||
2020 Equity Incentive Plan | Common Class A And Common Class B | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options exercised, Shares | 300,000,000 | ||||||||
2020 Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, shares available for issuance | 16,900,000 | ||||||||
2020 Employee Stock Purchase Plan | Common Class A | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, shares available for issuance | 9,000,000 | ||||||||
Description of shares available for issue | In addition, the number of shares available for issuance under the ESPP will increase annually on January 1 of each calendar year beginning in 2021 and ending in 2030, by an amount equal to the lesser of: (i) 1% of the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our board of directors. | ||||||||
Percentage of shares issued on common stock outstanding | 1% | ||||||||
Purchase price of shares as a percentage of fair market value | 85% | ||||||||
Employee stock purchase offerings | 0 | ||||||||
2020 Employee Stock Purchase Plan | Common Class A | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, shares available for issuance | 100,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Aggregate Intrinsic Value, Exercised | $ 18,200 | $ 244,400 | $ 112,700 |
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares outstanding, Beginning balance | 13,568 | ||
Granted, shares | 7,580,000 | ||
Exercised, shares | (2,192,000) | ||
Expired / Cancelled / Forfeited, shares | (1,691,000) | ||
Shares outstanding, Ending Balance | 17,265,000 | 13,568 | |
Exercisable at December 31, 2022 | 7,949,000 | ||
Weighted Average Exercise Prices, Beginning balance | $ 7.55 | ||
Weighted Average Exercise Prices, Granted | 8.09 | ||
Weighted Average Exercise Prices, Exercised | 4.16 | ||
Weighted Average Exercise Prices, Expired/ Cancelled/ Forfeited | 12.64 | ||
Weighted Average Exercise Prices, Ending balance | 7.72 | $ 7.55 | |
Weighted Average Exercise Prices, Exercisable at December 31, 2022 | $ 6.60 | ||
Weighted average remaining contractual term, Outstanding | 7 years 3 months 18 days | 7 years 3 months 18 days | |
Weighted average remaining contractual term, Exercisable | 5 years 4 months 24 days | ||
Aggregate Intrinsic Value, Outstanding | $ 341,929 | ||
Aggregate Intrinsic Value, Outstanding | 5,321 | $ 341,929 | |
Aggregate Intrinsic Value, Exercisable | $ 5,321 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used in Black-Scholes Model to Determine Fair Value for Stock Option Awards Granted (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.70% | 0.90% | 0.40% |
Risk-free interest rate, maximum | 3.80% | 1.30% | 1.40% |
Expected stock price volatility, minimum | 60% | 57.50% | 50% |
Expected stock price volatility, maximum | 77.50% | 60% | 62% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 5 years 8 months 12 days | 5 years 8 months 12 days | 5 years 3 months 18 days |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 3 months 18 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
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 |
Restricted shares granted | 0 |
Vested | (470) |
Forfeited | 0 |
Nonvested restricted stock awards or restricted stock units, Ending Balance | 469 |
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 | 4,431 |
Restricted shares granted | 19,643 |
Vested | (2,664) |
Forfeited | (2,949) |
Nonvested restricted stock awards or restricted stock units, Ending Balance | 18,461 |
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 | 5,645 |
Restricted shares granted | 0 |
Vested | (2,053) |
Forfeited | 0 |
Nonvested restricted stock awards or restricted stock units, Ending Balance | 3,592 |
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 | $ / shares | $ 29.64 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 7.76 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 23.42 |
Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 16.67 |
Nonvested restricted stock awards or restricted stock units, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 13.69 |
Basic and Diluted Loss Per Sh_3
Basic and Diluted Loss Per Share - Weighted-Average Potentially Dilutive Shares Were Excluded From Computation of Diluted Net (Loss) Income Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Weighted-average potentially dilutive shares were excluded from computation of diluted net (loss) income per share | 0 | 0 | 92,479 |
Stock Options, Restricted Stock Awards and Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Weighted-average potentially dilutive shares were excluded from computation of diluted net (loss) income per share | 31,587 | 28,858 | 27,374 |
Condensed Financial Informati_3
Condensed Financial Information of Parent Company - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Financial Information Of Parent Company Only Disclosure [Line Items] | |||
Dividends received from subsidiary | $ 0 | $ 0 | $ 0 |
Minimum | GoodRx, Inc. | |||
Condensed Financial Information Of Parent Company Only Disclosure [Line Items] | |||
Percentage of restricted net assets of subsidiary on consolidated net assets | 25% |
Condensed Financial Informati_4
Condensed Financial Information of Parent Company - Schedule of Parent-only Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||||
Total assets | $ 1,604,631 | $ 1,607,625 | ||
Liabilities and stockholders' equity | ||||
Total liabilities | 789,804 | 775,945 | ||
Stockholders' equity | ||||
Preferred stock, $0.0001 par value | 0 | 0 | ||
Common stock, $0.0001 par value | 40 | 40 | ||
Additional paid-in capital | 2,263,322 | 2,247,347 | ||
Accumulated deficit | (1,448,535) | (1,415,707) | ||
Total stockholders' equity | 814,827 | 831,680 | $ 711,359 | $ (1,087,582) |
Total liabilities and stockholders' equity | 1,604,631 | 1,607,625 | ||
GoodRx Holdings, Inc | ||||
Assets | ||||
Cash | 5 | 5 | ||
Other asset | 0 | 80 | ||
Investment in subsidiary, net of distributions | 814,822 | 831,595 | ||
Total assets | 814,827 | 831,680 | ||
Liabilities and stockholders' equity | ||||
Total liabilities | 0 | 0 | ||
Stockholders' equity | ||||
Preferred stock, $0.0001 par value | 0 | 0 | ||
Common stock, $0.0001 par value | 40 | 40 | ||
Additional paid-in capital | 2,263,322 | 2,247,347 | ||
Accumulated deficit | (1,448,535) | (1,415,707) | ||
Total stockholders' equity | 814,827 | 831,680 | ||
Total liabilities and stockholders' equity | $ 814,827 | $ 831,680 |
Condensed Financial Informati_5
Condensed Financial Information of Parent Company - Schedule of Parent-only Balance Sheets (Parenthetical) (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 25, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Class A | |||
Common stock, par value | 0.0001 | 0.0001 | |
Common Class B | |||
Common stock, par value | 0.0001 | 0.0001 | $ 0.0001 |
GoodRx Holdings, Inc | |||
Preferred Stock, Par or Stated Value Per Share | 0.0001 | 0.0001 | |
GoodRx Holdings, Inc | Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Condensed Financial Informati_6
Condensed Financial Information of Parent Company - Schedule of Parent-only Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net loss | $ (32,828) | $ (25,254) | $ (293,623) |
GoodRx Holdings, Inc | |||
Equity in loss of subsidiary | (32,828) | (25,254) | (293,623) |
Net loss | $ (32,828) | $ (25,254) | $ (293,623) |
Condensed Financial Informati_7
Condensed Financial Information of Parent Company - Schedule of Parent-only Statement of Cash Flows (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (32,828,000) | $ (25,254,000) | $ (293,623,000) |
Changes in assets and liabilities: | |||
Net cash provided by operating activities | 146,780,000 | 178,779,000 | 131,341,000 |
Cash flows from investing activities | |||
Distribution from (investment in) subsidiary | 0 | 0 | 0 |
Net cash used in investing activities | (210,498,000) | (178,733,000) | (91,617,000) |
Cash flows from financing activities | |||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | 0 | 0 | 891,793,000 |
Proceeds from private placement with a related party | 0 | 0 | 100,000,000 |
Repurchases of Class A common stock | 101,721,000 | 0 | 0 |
Payments of initial public offering issuance costs | 0 | 0 | (4,937,000) |
Proceeds from exercise of stock options | 9,159,000 | 35,021,000 | 5,343,000 |
Proceeds from early exercise of stock options | 0 | 0 | 667,000 |
Employee taxes paid related to net share settlement of equity awards | (20,635,000) | (57,688,000) | (78,714,000) |
Net cash (used in) provided by financing activities | (120,226,000) | (30,528,000) | 905,817,000 |
Net change in cash, cash equivalents and restricted cash | (183,944,000) | (30,482,000) | 945,541,000 |
Cash | |||
Beginning of period | 941,109,000 | 971,591,000 | 26,050,000 |
End of period | 757,165,000 | 941,109,000 | 971,591,000 |
GoodRx Holdings, Inc | |||
Cash flows from operating activities | |||
Net loss | (32,828,000) | (25,254,000) | (293,623,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Equity in loss of subsidiary | 32,828,000 | 25,254,000 | 293,623,000 |
Changes in assets and liabilities: | |||
Other asset | 80,000 | (23,000) | 90,000 |
Other current liabilities | 0 | (87,000) | 87,000 |
Net cash provided by operating activities | 80,000 | (110,000) | 177,000 |
Cash flows from investing activities | |||
Distribution from (investment in) subsidiary | 113,117,000 | 22,777,000 | (914,434,000) |
Net cash used in investing activities | 113,117,000 | 22,777,000 | (914,434,000) |
Cash flows from financing activities | |||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | 0 | 891,793,000 | |
Proceeds from private placement with a related party | 0 | 100,000,000 | |
Repurchases of Class A common stock | (101,721,000) | ||
Payments of initial public offering issuance costs | 0 | (4,937,000) | |
Proceeds from exercise of stock options | 9,159,000 | 35,021,000 | 5,343,000 |
Proceeds from early exercise of stock options | 0 | 667,000 | |
Employee taxes paid related to net share settlement of equity awards | (20,635,000) | (57,688,000) | (78,714,000) |
Net cash (used in) provided by financing activities | (113,197,000) | (22,667,000) | 914,152,000 |
Net change in cash, cash equivalents and restricted cash | 0 | 0 | (105,000) |
Cash | |||
Beginning of period | 5,000 | 5,000 | 110,000 |
End of period | $ 5,000 | $ 5,000 | $ 5,000 |