Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39549 | |
Entity Registrant Name | GoodRx Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-5104396 | |
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 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | GDRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001809519 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 92,400,328 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 313,731,628 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 794,905 | $ 757,165 |
Accounts receivable, net | 121,146 | 117,141 |
Prepaid expenses and other current assets | 53,047 | 45,380 |
Total current assets | 969,098 | 919,686 |
Property and equipment, net | 16,879 | 19,820 |
Goodwill | 412,117 | 412,117 |
Intangible assets, net | 89,431 | 119,865 |
Capitalized software, net | 91,979 | 70,072 |
Operating lease right-of-use assets | 31,501 | 35,906 |
Deferred tax assets, net | 57,695 | 0 |
Other assets | 39,272 | 27,165 |
Total assets | 1,707,972 | 1,604,631 |
Current liabilities | ||
Accounts payable | 32,905 | 17,700 |
Accrued expenses and other current liabilities | 74,554 | 47,523 |
Current portion of debt | 7,029 | 7,029 |
Operating lease liabilities, current | 3,334 | 4,068 |
Total current liabilities | 117,822 | 76,320 |
Debt, net | 648,729 | 651,796 |
Operating lease liabilities, net of current portion | 52,387 | 54,131 |
Other liabilities | 7,761 | 7,557 |
Total liabilities | 826,699 | 789,804 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 50,000 shares authorized and zero shares issued and outstanding at September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized, 84,630 and 83,293 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively; and Class B: 1,000,000 shares authorized and 313,732 shares issued and outstanding at September 30, 2023 and December 31, 2022 | 40 | 40 |
Additional paid-in capital | 2,312,767 | 2,263,322 |
Accumulated deficit | (1,431,534) | (1,448,535) |
Total stockholders' equity | 881,273 | 814,827 |
Total liabilities and stockholders' equity | $ 1,707,972 | $ 1,604,631 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Class A | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 84,630,000 | 83,293,000 |
Common stock, shares outstanding (in shares) | 84,630,000 | 83,293,000 |
Common Class B | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 313,732,000 | 313,732,000 |
Common stock, shares outstanding (in shares) | 313,732,000 | 313,732,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 179,958 | $ 187,318 | $ 553,621 | $ 582,445 |
Costs and operating expenses: | ||||
Cost of revenue, exclusive of depreciation and amortization presented separately below | 18,721 | 17,395 | 51,755 | 47,719 |
Product development and technology | 39,611 | 35,921 | 103,804 | 106,367 |
Sales and marketing | 91,615 | 86,215 | 247,577 | 273,503 |
General and administrative | 35,317 | 49,548 | 95,144 | 116,211 |
Depreciation and amortization | 33,024 | 13,952 | 64,060 | 38,644 |
Total costs and operating expenses | 218,288 | 203,031 | 562,340 | 582,444 |
Operating (loss) income | (38,330) | (15,713) | (8,719) | 1 |
Other expense, net: | ||||
Other expense | (2,200) | 0 | (4,008) | 0 |
Interest income | 8,649 | 2,920 | 23,697 | 3,829 |
Interest expense | (14,720) | (9,478) | (41,907) | (22,316) |
Total other expense, net | (8,271) | (6,558) | (22,218) | (18,487) |
Loss before income taxes | (46,601) | (22,271) | (30,937) | (18,486) |
Income tax benefit (expense) | 8,106 | (19,463) | 47,938 | (12,370) |
Net (loss) income | $ (38,495) | $ (41,734) | $ 17,001 | $ (30,856) |
(Loss) earnings per share: | ||||
Basic (in usd per share) | $ (0.09) | $ (0.10) | $ 0.04 | $ (0.07) |
Diluted (in usd per share) | $ (0.09) | $ (0.10) | $ 0.04 | $ (0.07) |
Weighted average shares used in computing (loss) earnings per share: | ||||
Basic (in shares) | 413,437 | 412,956 | 412,698 | 413,254 |
Diluted (in shares) | 413,437 | 412,956 | 416,450 | 413,254 |
Cost of revenue | ||||
Stock-based compensation included in costs and operating expenses: | ||||
Total stock-based compensation | $ 146 | $ 136 | $ 487 | $ 190 |
Product development and technology | ||||
Stock-based compensation included in costs and operating expenses: | ||||
Total stock-based compensation | 6,829 | 8,029 | 22,952 | 25,327 |
Sales and marketing | ||||
Stock-based compensation included in costs and operating expenses: | ||||
Total stock-based compensation | 10,273 | 4,766 | 11,665 | 15,999 |
General and administrative | ||||
Stock-based compensation included in costs and operating expenses: | ||||
Total stock-based compensation | $ 15,398 | $ 16,107 | $ 40,938 | $ 49,304 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Class A and Class B Common Stock | Common Stock Class A and Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 400,562 | ||||
Beginning balance at Dec. 31, 2021 | $ 831,680 | $ 40 | $ 2,247,347 | $ (1,415,707) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 749 | ||||
Stock options exercised | 3,699 | 3,699 | |||
Stock-based compensation | 32,161 | 32,161 | |||
Vesting and settlement of restricted stock units (in shares) | 822 | ||||
Common stock withheld for tax obligations and net settlement (in shares) | (364) | ||||
Common stock withheld related to net share settlement | (9,561) | (9,561) | |||
Repurchases of Class A common stock (in shares) | (5,637) | ||||
Repurchases of Class A common stock | (83,765) | (83,765) | |||
Net income (loss) | 12,293 | 12,293 | |||
Ending balance (in shares) at Mar. 31, 2022 | 396,132 | ||||
Ending balance at Mar. 31, 2022 | 786,507 | 40 | 2,189,881 | (1,403,414) | |
Beginning balance (in shares) at Dec. 31, 2021 | 400,562 | ||||
Beginning balance at Dec. 31, 2021 | 831,680 | 40 | 2,247,347 | (1,415,707) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (30,856) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 396,065 | ||||
Ending balance at Sep. 30, 2022 | 788,403 | 40 | 2,234,926 | (1,446,563) | |
Beginning balance (in shares) at Mar. 31, 2022 | 396,132 | ||||
Beginning balance at Mar. 31, 2022 | 786,507 | 40 | 2,189,881 | (1,403,414) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 1,176 | ||||
Stock options exercised | 4,109 | 4,109 | |||
Stock-based compensation | 33,466 | 33,466 | |||
Vesting and settlement of restricted stock units (in shares) | 1,059 | ||||
Common stock withheld for tax obligations and net settlement (in shares) | (459) | ||||
Common stock withheld related to net share settlement | (4,727) | (4,727) | |||
Net income (loss) | (1,415) | (1,415) | |||
Ending balance (in shares) at Jun. 30, 2022 | 397,908 | ||||
Ending balance at Jun. 30, 2022 | 817,940 | 40 | 2,222,729 | (1,404,829) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 245 | ||||
Stock options exercised | 1,271 | 1,271 | |||
Stock-based compensation | 32,151 | 32,151 | |||
Vesting and settlement of restricted stock units (in shares) | 1,256 | ||||
Common stock withheld for tax obligations and net settlement (in shares) | (525) | ||||
Common stock withheld related to net share settlement | (3,269) | (3,269) | |||
Repurchases of Class A common stock (in shares) | (2,819) | ||||
Repurchases of Class A common stock | (17,956) | (17,956) | |||
Net income (loss) | (41,734) | (41,734) | |||
Ending balance (in shares) at Sep. 30, 2022 | 396,065 | ||||
Ending balance at Sep. 30, 2022 | 788,403 | 40 | 2,234,926 | (1,446,563) | |
Beginning balance (in shares) at Dec. 31, 2022 | 397,025 | ||||
Beginning balance at Dec. 31, 2022 | 814,827 | 40 | 2,263,322 | (1,448,535) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 192 | ||||
Stock options exercised | 895 | 895 | |||
Stock-based compensation | 28,263 | 28,263 | |||
Vesting and settlement of restricted stock units (in shares) | 1,668 | ||||
Common stock withheld for tax obligations and net settlement (in shares) | (666) | ||||
Common stock withheld related to net share settlement | (3,710) | (3,710) | |||
Repurchases of Class A common stock (in shares) | (1,570) | ||||
Repurchases of Class A common stock | (9,517) | (9,517) | |||
Net income (loss) | (3,290) | (3,290) | |||
Ending balance (in shares) at Mar. 31, 2023 | 396,649 | ||||
Ending balance at Mar. 31, 2023 | 827,468 | 40 | 2,279,253 | (1,451,825) | |
Beginning balance (in shares) at Dec. 31, 2022 | 397,025 | ||||
Beginning balance at Dec. 31, 2022 | 814,827 | 40 | 2,263,322 | (1,448,535) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 17,001 | ||||
Ending balance (in shares) at Sep. 30, 2023 | 398,362 | ||||
Ending balance at Sep. 30, 2023 | 881,273 | 40 | 2,312,767 | (1,431,534) | |
Beginning balance (in shares) at Mar. 31, 2023 | 396,649 | ||||
Beginning balance at Mar. 31, 2023 | 827,468 | 40 | 2,279,253 | (1,451,825) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 204 | ||||
Stock options exercised | 560 | 560 | |||
Stock-based compensation | 21,354 | 21,354 | |||
Vesting and settlement of restricted stock units (in shares) | 2,148 | ||||
Common stock withheld for tax obligations and net settlement (in shares) | (827) | ||||
Common stock withheld related to net share settlement | (4,526) | (4,526) | |||
Repurchases of Class A common stock (in shares) | (1,663) | ||||
Repurchases of Class A common stock | $ (8,920) | (8,920) | |||
Issuance of common stock through employee stock purchase plan (in shares) | 161 | ||||
Issuance of common stock through employee stock purchase plan | $ 649 | ||||
Net income (loss) | 58,786 | 58,786 | |||
Ending balance (in shares) at Jun. 30, 2023 | 396,672 | ||||
Ending balance at Jun. 30, 2023 | 895,371 | 40 | 2,288,370 | (1,393,039) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 1,138 | ||||
Stock options exercised | 3,118 | 3,118 | |||
Stock-based compensation | 36,346 | 36,346 | |||
Vesting and settlement of restricted stock units (in shares) | 2,749 | ||||
Common stock withheld for tax obligations and net settlement (in shares) | (1,059) | ||||
Common stock withheld related to net share settlement | (7,355) | (7,355) | |||
Repurchases of Class A common stock (in shares) | (1,138) | ||||
Repurchases of Class A common stock | (7,712) | (7,712) | |||
Net income (loss) | (38,495) | (38,495) | |||
Ending balance (in shares) at Sep. 30, 2023 | 398,362 | ||||
Ending balance at Sep. 30, 2023 | $ 881,273 | $ 40 | $ 2,312,767 | $ (1,431,534) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ 17,001 | $ (30,856) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 64,060 | 38,644 |
Amortization of debt issuance costs | 2,539 | 2,562 |
Non-cash operating lease expense | 3,022 | 2,314 |
Stock-based compensation expense | 76,042 | 90,820 |
Change in fair value of contingent consideration | 0 | 16,857 |
Deferred income taxes | (57,989) | (141) |
Loss on operating lease assets | 374 | 0 |
Loss on disposal of capitalized software | (7,615) | 0 |
Loss on minority equity interest investment | 4,008 | 0 |
Changes in operating assets and liabilities, net of effects of business acquisitions | ||
Accounts receivable | (4,005) | (2,370) |
Prepaid expenses and other assets | (29,867) | (3,137) |
Accounts payable | 14,515 | (8,011) |
Accrued expenses and other current liabilities | 26,071 | 9,097 |
Operating lease liabilities | (1,460) | (3,415) |
Other liabilities | 498 | 2,537 |
Net cash provided by operating activities | 122,424 | 114,901 |
Cash flows from investing activities | ||
Purchase of property and equipment | (634) | (3,817) |
Acquisitions, net of cash acquired | 0 | (156,853) |
Capitalized software | (42,260) | (36,107) |
Investment in minority equity interest | 0 | (15,007) |
Net cash used in investing activities | (42,894) | (211,784) |
Cash flows from financing activities | ||
Payments on long-term debt | (5,272) | (5,272) |
Repurchases of Class A common stock | (26,149) | (101,721) |
Proceeds from exercise of stock options | 4,385 | 9,110 |
Employee taxes paid related to net share settlement of equity awards | (15,403) | (17,557) |
Proceeds from employee stock purchase plan | 649 | 0 |
Net cash used in financing activities | (41,790) | (115,440) |
Net change in cash and cash equivalents | 37,740 | (212,323) |
Cash and cash equivalents | ||
Beginning of period | 757,165 | 941,109 |
End of period | 794,905 | 728,786 |
Non cash investing and financing activities: | ||
Stock-based compensation included in capitalized software | 9,921 | 6,958 |
Capitalized software included in accounts payable and accrued expenses and other current liabilities | 5,789 | 4,247 |
Capitalized software transferred from prepaid assets | $ 5,751 | $ 0 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Description Of Business [Abstract] | |
Description of Business | Description of Business GoodRx Holdings, Inc. was incorporated in September 2015 and has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. GoodRx, Inc. (“GoodRx”), a Delaware corporation initially formed in September 2011, is a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned subsidiary of GoodRx Holdings, Inc. GoodRx Holdings, Inc. and its subsidiaries (collectively, "we," "us" or "our") offer information and tools to help consumers compare prices and save on their prescription drug purchases. We operate a price comparison platform that provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices through our codes that can be used to save money on prescriptions across the United States. These services are free to consumers and we primarily earn revenue from our core business from pharmacy benefit managers ("PBMs") that manage formularies and prescription transactions including establishing pricing between consumers and pharmacies. We also offer other healthcare products and services, including pharmaceutical ("pharma") manufacturer solutions, subscriptions and telehealth services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2022 and the related notes, which are included in our Annual Report on Form 10-K filed with the SEC on March 1, 2023 ("2022 10-K"). The December 31, 2022 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results expected for the full year ending December 31, 2023. There have been no material changes in significant accounting policies during the nine months ended September 30, 2023 from those disclosed in “Note 2. Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included in our 2022 10-K. Principles of Consolidation The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial statements from their respective dates of acquisition. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements, including the accompanying notes. We base our estimates on historical factors; current circumstances, including the impact of a grocery chain that previously did not accept discounted pricing for a subset of prescription drugs from our PBMs starting late in the first quarter of 2022 ("grocer issue"); macroeconomic events and conditions, including the 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 an estimate with several variables that are 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. However, market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all. We have not experienced any losses in such accounts. We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, consisting of U.S. treasury securities money market funds, of $642.5 million at September 30, 2023 and December 31, 2022 were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally do not obtain or require collateral. For the three months ended September 30, 2023, two customers accounted for 13% and 12% of our revenue. For the three months ended September 30, 2022, one customer accounted for 13% of our revenue. For the nine months ended September 30, 2023, two customers accounted for 14% and 11% of our revenue. For the nine months ended September 30, 2022, one customer accounted for 13% of our revenue. At September 30, 2023, no customer accounted for more than 10% of our accounts receivable balance. At December 31, 2022, one customer accounted for 13% of our accounts receivable balance. Equity Investments We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant influence over the operating and financial policies of the investees. The equity investments are accounted for under the measurement alternative in accordance with Accounting Standards Codification Topic 321, Investments – Equity Securities , which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. Due to indicators of a decline in the financial condition of one of our investees, we recognized impairment losses on one of our minority equity interest investments of $2.2 million and $4.0 million during the three and nine months ended September 30, 2023, respectively, and presented it as other expense on our accompanying condensed consolidated statements of operations. We otherwise have not recognized any changes resulting from observable price changes or impairment losses on our minority equity interest investments during the three and nine months ended September 30, 2023 and 2022. Equity investments included in other assets on our accompanying condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 was $15.0 million and $19.0 million, respectively. Recent Accounting Pronouncement In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 the adoption did not have an impact to our consolidated financial statements and disclosures. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations vitaCare Prescription Services, Inc. On April 14, 2022, we acquired all of the equity interests of vitaCare Prescription Services, Inc. (“vitaCare”), a prescription technology and services platform, for a total purchase consideration of $131.8 million, inclusive of $149.9 million in cash, offset by contingent considerations with a net estimated acquisition-date fair value of $18.1 million. We acquired vitaCare as we believed it would strengthen and expand our business capabilities with respect to our pharma manufacturer solutions platform. 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 tax deductible. The aggregate purchase consideration was principally allocated to goodwill of $80.6 million and other intangible assets of $52.0 million. Other intangible assets principally related to developed technology of $30.0 million and customer relationships of $21.0 million with estimated useful lives of five The contingent considerations recognized in connection with the vitaCare acquisition consisted of a contingent consideration receivable and a contingent consideration payable with estimated acquisition-date fair values of approximately $19.7 million and $1.7 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the contingent consideration receivable was zero as the contingency was resolved in the year of acquisition. The contingent consideration payable of up to $7.0 million in cash is based upon vitaCare's achievement of certain specified revenue results through the end of 2023 as stipulated by the purchase agreement. As of September 30, 2023 and December 31, 2022, no future contingent payments were expected to be made. The following table reflects the pro forma unaudited consolidated results of operations for the three and nine months ended September 30, 2022 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 as a 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. (in thousands) Three Months Ended Nine Months Ended Pro forma revenue $ 187,318 $ 583,016 Pro forma net loss $ (41,734) $ (38,929) In August 2023, our board of directors (our "Board") approved a plan to de-prioritize certain solutions under our pharma manufacturer solutions offering, which, among others, included solutions supported by vitaCare. See "Note 12. Restructuring Plan" for additional information. flipMD, Inc. On February 18, 2022, we acquired all of the equity interests of flipMD, Inc., a marketplace connecting practicing physicians with organizations seeking on-demand medical expertise, for $7.0 million in cash. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: (in thousands) September 30, 2023 December 31, 2022 Insurance recovery receivable (1) $ 10,000 $ — Prepaid software implementation costs — 5,751 Reimbursable third-party payments (2) 10,591 — Income taxes receivable 3,462 4,524 Other prepaid expenses and other current assets (3) 28,994 35,105 Total prepaid expenses and other current assets $ 53,047 $ 45,380 ______________________ (1) Represents a receivable for the probable recovery related to an incurred loss in connection with certain contingencies. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. This determination is based on our analysis of the underlying insurance policies, historical experience with insurers, and ongoing review of the solvency of insurers, among other factors. (2) Represents payments we make to third parties on behalf of, and reimbursable from, certain customers. (3) Includes other current assets of $3.1 million as of September 30, 2023 and December 31, 2022. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: (in thousands) September 30, 2023 December 31, 2022 Accrued bonus and other payroll related (1) $ 27,188 $ 20,642 Accrued marketing 13,120 12,104 Accrued legal settlement 13,000 1,500 Deferred revenue 8,338 7,879 Income taxes payable 6,736 — Other accrued expenses 6,172 5,398 Total accrued expenses and other current liabilities $ 74,554 $ 47,523 ______________________ (1) Includes a $5.1 million restructuring related liability for personnel related costs associated with actions taken to de-prioritize certain solutions under our pharma manufacturer solutions offering as of September 30, 2023. See "Note 12. Restructuring Plan." Deferred revenue represents payments received in advance of providing services for certain advertising contracts with customers and subscriptions. We expect substantially all of the deferred revenue at September 30, 2023 will be recognized as revenue within the subsequent twelve months. Of the $7.9 million of deferred revenue at December 31, 2022, $0.8 million and $7.8 million was recognized as revenue during the three and nine months ended September 30, 2023, respectively. Revenue recognized during the three and nine months ended September 30, 2022 of $0.7 million and $6.5 million, respectively, was included as deferred revenue at December 31, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. Our estimated annual effective income tax rate is based on our estimated full year income or loss and the related income taxes for each jurisdiction in which we operate. This rate can be affected by estimates of full year pre-tax income or loss and permanent differences. The effective income tax rate for the three months ended September 30, 2023 and 2022 was 17.4% and (87.4%), respectively. The effective income tax rate for the nine months ended September 30, 2023 and 2022 was 155.0% and (66.9%), respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for the three and nine months ended September 30, 2023 and 2022 were due to the effects of non-deductible officers’ stock-based compensation expense, the valuation allowance on our net deferred tax assets, state income taxes, benefits from research and development tax credits, and tax effects from our equity awards. We consider all available positive and negative evidence in our assessment of the recoverability of our net deferred tax assets each reporting period. As of June 30, 2023, we determined that a valuation allowance against our net deferred tax assets was no longer required primarily due to sustained tax profitability (pre-tax earnings or loss adjusted by permanent book to tax differences) beginning in 2022 through the first half of 2023, which was objective and verifiable evidence, and anticipated future earnings. As a result, we released $55.9 million of our valuation allowance as a discrete tax benefit during the three months ended June 30, 2023. For the nine months ended September 30, 2023, we continued to experience tax profitability and anticipate future earnings. As of September 30, 2023, we continued to believe that a valuation allowance against the majority of our net deferred tax assets was not required as we believed it was more likely than not that our net deferred tax assets would be realized in the future, with the exception of certain separate filing states' net deferred tax assets and professional service corporations' net deferred tax assets. When a change in valuation allowance is recognized during an interim period, the change in valuation allowance resulting from current year income is included in the annual effective tax rate and the release of valuation allowance supported by projections of future taxable income is recorded as a discrete tax benefit in the interim period. Our judgment regarding the need for a valuation allowance may reasonably change in future reporting periods 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 future tax effects from our outstanding equity awards. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | DebtOur First Lien Credit Agreement (as amended from time to time, the "Credit Agreement") provides for (i) a $700.0 million term loan maturing on October 10, 2025 (“First Lien Term Loan Facility”); and (ii) a revolving credit facility for up to $100.0 million maturing on October 11, 2024 (the “Revolving Credit Facility”). On June 29, 2023 and July 7, 2023, we amended our Revolving Credit Facility and First Lien Term Loan Facility, respectively, to replace London Interbank Offered Rate (“LIBOR”) with Secured Overnight Financing Rate (“SOFR”) as the benchmark interest rate for borrowings under our Revolving Credit Facility and First Lien Term Loan Facility, beginning in July 2023. The First Lien Term Loan Facility and Revolving Credit Facility are collateralized by substantially all of our assets and 100% of the equity interest of GoodRx. First Lien Term Loan Facility Up to and including June 30, 2023, borrowings under our First Lien Term Loan Facility accrued interest at an adjusted LIBOR plus a variable margin based on our most recently determined First Lien Net Leverage Ratio (as defined in the Credit Agreement), ranging from 2.75% to 3.00%. Beginning in July 2023, borrowings under our First Lien Term Loan Facility bear interest, at our option, at either (i) a term rate based on SOFR (“Term SOFR”) plus an adjustment ranging from 0.10% to 0.25% based on the term of the interest rate period plus a margin ranging from 2.75% to 3.00%; or (ii) an alternate base rate plus a margin ranging from 1.75% to 2.00%, both depending on our First Lien Net Leverage Ratio (as defined in the Credit Agreement). The effective interest rate on the First Lien Term Loan Facility for the three months ended September 30, 2023 and 2022 was 8.80% and 5.50%, respectively. The effective interest rate on the First Lien Term Loan Facility for the nine months ended September 30, 2023 and 2022 was 8.33% and 4.31%, 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 upon maturity. We may prepay the First Lien Term Loan Facility without penalty. Revolving Credit Facility We had no borrowings against the Revolving Credit Facility as of September 30, 2023 and December 31, 2022. Beginning in July 2023, borrowings under our Revolving Credit Facility, if any, bear interest, at our option, at either (i) Term SOFR plus a margin ranging from 2.50% to 3.00%; or (ii) an alternate base rate plus a margin ranging from 1.50% to 2.00%, each with the applicable margin dependent on our First Lien Net Leverage Ratio (as defined in the Credit Agreement). We incur a commitment fee ranging from 0.25% to 0.50% per annum, depending on our First Lien Net Leverage Ratio (as defined in the Credit Agreement), on any unused commitments. We had outstanding letters of credit issued against the Revolving Credit Facility for $9.2 million as of September 30, 2023 and December 31, 2022, which reduced our available borrowings under the Revolving Credit Facility. Our debt balance is as follows: (in thousands) September 30, 2023 December 31, 2022 Principal balance under First Lien Term Loan Facility $ 661,796 $ 667,068 Less: Unamortized debt issuance costs and discounts (6,038) (8,243) $ 655,758 $ 658,825 The estimated fair value of our debt was $660.1 million and $649.6 million as of September 30, 2023 and December 31, 2022, respectively, based on inputs categorized as Level 2 in the fair value hierarchy. Under the Credit Agreement, we are subject to a financial covenant requiring maintenance of a First Lien Net Leverage Ratio (as defined in the Credit Agreement) not to exceed 8.2 to 1.0 and other nonfinancial covenants. Additionally, GoodRx is restricted from making dividend payments, loans or advances to us. At September 30, 2023, we were in compliance with our covenants. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Aside from the below, as of September 30, 2023, there were no material changes to our commitments and contingencies as disclosed in the notes to our consolidated financial statements included in our 2022 10-K. 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. Notwithstanding our belief that we complied with applicable regulations and had 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") to resolve all claims and allegations arising out of or relating to the FTC investigation which included a monetary settlement amount of $1.5 million that was accrued as of December 31, 2022 and paid during the three months ended March 31, 2023. The proposed consent order was filed in the United States District Court for the Northern District of California ("NDCA") and was approved and entered on February 17, 2023. The 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 will be material both individually and in the aggregate to us. Between February 2, 2023, and March 30, 2023, five individual plaintiffs filed five separate putative class actions lawsuits against Google, Meta, Criteo and us, alleging generally that we have not adequately protected consumer privacy and that we communicated consumer information to third parties, including the three co-defendants. Four of the plaintiffs allege common law intrusion upon seclusion and unjust enrichment claims, as well as claims under California’s Confidentiality of Medical Information Act, Invasion of Privacy Act, Consumer Legal Remedies Act, and Unfair Competition Law. One of these four plaintiffs additionally brings a claim under the Electronic Communications Privacy Act. The fifth plaintiff brings claims for common-law unjust enrichment and violations of New York’s General Business Law. Four of these cases were originally filed in the NDCA (Cases No. 3:23-cv-00501; 3:23-cv-00744; 3:23-cv-00940; and 4:23-cv-01293). One case was originally filed in the United States District Court for the Southern District of New York (Case No. 1:23-cv-00943); however, that case was voluntarily dismissed and re-filed in the NDCA (Case No. 3:23-cv-01508). These five matters have been consolidated and assigned to U.S. District Judge Araceli Martínez-Olguín in the NDCA. The court also set a briefing schedule for filing a single consolidated complaint, which the plaintiffs filed on May 21, 2023 (Case No. 3:23-cv-00501-AMO; the "NDCA Class Action Matter"), as well as motions to dismiss and motions to compel arbitration. In addition to the aforementioned claims, the plaintiffs in the now consolidated matter bring claims under the Illinois Consumer Fraud and Deceptive Business Practices Act, common law negligence and negligence per se, in each case, pleaded in the alternative. The plaintiffs are seeking various forms of monetary damages (such as statutory damages, compensatory damages, attorneys’ fees and disgorgement of profits) as well as injunctive relief. Briefing on the motions to dismiss and motions to compel arbitration was completed on August 24, 2023 and is scheduled to be heard on November 21, 2023. In addition, the court referred the parties to mediation and the parties have a meeting planned to discuss the mediation schedule on November 28, 2023. In addition, on October 27, 2023, six plaintiffs filed a class action complaint (Case No. 1:23-cv-24127-BB; the “SDFL Class Action Matter”) against us in the United States District Court for the Southern District of Florida ("SDFL"). The plaintiffs alleged, on behalf of the same nationwide class as the NDCA Class Action Matter, substantially the same statutory and common law violation claims as alleged in that matter as well as claims based on the federal Electronic Communications Privacy Act, invasion of privacy under California common law and the California constitution, invasion of privacy under New Jersey's Constitution, and violations of Pennsylvania’s Wiretapping and Electronic Surveillance Control Act, Florida’s Security of Communications Act and New York’s Civil Rights Law and Stop Hack and Improve Electronic Data Security Act. The plaintiffs in the SDFL Class Action Matter seek various forms of monetary damages as well as injunctive and other unspecified equitable relief. On October 27, 2023, we entered into a proposed settlement agreement with the plaintiffs in the SDFL Class Action Matter, on behalf of a nationwide settlement class, which provides for a payment of $13.0 million by us. On October 30, 2023, the plaintiffs in the SDFL Class Action Matter filed a motion and memorandum in support of preliminary approval of the proposed class action settlement and, on October 31, 2023, the SDFL granted preliminary approval of the proposed settlement. The proposed settlement is subject to final approval of the court and the SDFL has scheduled a final approval hearing for March 7, 2024. Members of the class have the opportunity to opt-out of the class and commence their own actions. In response to the proposed settlement in the SDFL Class Action Matter, plaintiffs in the NDCA Class Action Matter filed (i) on November 1, 2023, a motion in the NDCA for an order to require us to cease litigation of, or alternatively file a motion to stay in, the SDFL Class Action Matter and enjoin us from seeking settlement with counsel other than plaintiffs’ counsel in the NDCA Class Action Matter; and (ii) on November 2, 2023, a motion in the SDFL for that court to allow them to intervene and appear in the SDFL action, transfer the SDFL Class Action Matter to the NDCA and reconsider and deny its preliminary approval of the proposed settlement. The SDFL has issued an order requiring the SDFL plaintiffs to, among other things, file a response to the NDCA plaintiffs' motion to intervene. Additionally, U.S. District Judge Araceli Martínez-Olguín in the NDCA issued an order for us to show cause as to why we should not be sanctioned for an alleged failure to provide notification to the NDCA of the pendency of the SDFL Class Action Matter. We filed our written response to this order on November 8, 2023. The NDCA is expected to hold a hearing on November 14, 2023. Based on the proposed settlement agreement, we have determined that a loss is probable and have accrued a reasonable estimate of the loss of $13.0 million during the third quarter of 2023, which was included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet as of September 30, 2023. While this amount represents our best judgment of the probable loss based on the information currently available to us, it is subject to significant judgments and estimates and numerous factors beyond our control, including, without limitation, final approval of the court. This pending proceeding involves 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 upon final resolution of these matters, it is reasonably possible that the actual loss may differ from our estimate. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue For the three and nine months ended September 30, 2023 and 2022, revenue comprised the following: Three Months Ended Nine Months Ended (in thousands) 2023 2022 2023 2022 Prescription transactions revenue $ 135,427 $ 131,216 $ 406,874 $ 421,126 Pharma manufacturer solutions revenue (1) 15,897 24,499 60,662 74,519 Subscription revenue 23,240 26,450 71,261 71,545 Other revenue 5,394 5,153 14,824 15,255 Total revenue $ 179,958 $ 187,318 $ 553,621 $ 582,445 ______________________ (1) Pharma manufacturer solutions revenue for the three and nine months ended September 30, 2023 included a $10.0 million contract termination payment to a pharma manufacturer solutions client in connection with our restructuring activities, which was recognized as a reduction of revenue. See "Note 12. Restructuring Plan" for additional information. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders Equity | Stockholders' Equity Share Repurchases On February 23, 2022, our Board 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, or under a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act (a "Rule 10b5-1 Plan"). 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. As of September 30, 2023, we had $122.1 million available for future repurchases of our Class A common stock under the repurchase program. The following table presents information about our repurchases of our Class A common stock: Three Months Ended Nine Months Ended (in thousands) 2023 2022 2023 2022 Number of shares repurchased 1,138 2,819 4,371 8,456 Cost of shares repurchased $ 7,712 $ 17,956 $ 26,149 $ 101,721 Former Co-Chief Executive Officers and Interim Chief Executive Officer On April 25, 2023, Trevor Bezdek and Douglas Hirsch transitioned from our co-Chief Executive Officers to Chairman of the Board and Chief Mission Officer, respectively, in addition to continuing as directors of our Board (the “Transition”). Pursuant to their restated employment agreements as a result of the Transition, Messrs. Bezdek and Hirsch have agreed not to sell their ownership of any of our common stock without approval from our Board, subject to certain exceptions including, but not limited to, pursuant to any new, modified or amended contract, instruction or written plan intended as a Rule 10b5-1 Plan that has been approved or will be approved by our Board after April 25, 2023 or an existing Rule 10b5-1 Plan as of such date. In connection with the Transition, our Board appointed Scott Wagner as our Interim Chief Executive Officer (principal executive officer), effective April 25, 2023. Pursuant to Mr. Wagner's employment agreement, Mr. Wagner was eligible to receive, amongst other compensation terms and conditions, a stock option award covering between 2.5 million and 3.0 million shares of our Class A common stock, with the final number determined by our Board in its sole discretion. On May 12, 2023, our Board granted Mr. Wagner a stock option award covering 3.0 million shares of our Class A common stock. The grant date fair value of the stock option award was $9.6 million, which vests and becomes exercisable in twelve substantially equal installments on each monthly anniversary of April 25, 2023, subject to Mr. Wagner’s continued employment through the applicable vesting date. |
Basic and Diluted (Loss) Earnin
Basic and Diluted (Loss) Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted (Loss) Earnings Per Share | Basic and Diluted (Loss) Earnings Per Share The computation of (loss) earnings per share for the three and nine months ended September 30, 2023 and 2022 is as follows: Three Months Ended Nine Months Ended (in thousands, except per share amounts) 2023 2022 2023 2022 Numerator: Net (loss) income $ (38,495) $ (41,734) $ 17,001 $ (30,856) Denominator: Weighted average shares - basic 413,437 412,956 412,698 413,254 Dilutive impact of stock options, restricted stock awards and restricted stock units — — 3,752 — Weighted average shares - diluted 413,437 412,956 416,450 413,254 (Loss) earnings per share: Basic $ (0.09) $ (0.10) $ 0.04 $ (0.07) Diluted $ (0.09) $ (0.10) $ 0.04 $ (0.07) The following weighted average potentially dilutive shares are excluded from the computation of diluted (loss) earnings per share for the periods presented because including them would have been antidilutive: Three Months Ended Nine Months Ended (in thousands) 2023 2022 2023 2022 Stock options, restricted stock awards and restricted stock units 52,965 34,755 27,808 28,540 |
Restructuring Plan
Restructuring Plan | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Plan | Restructuring Plan On August 7, 2023, our Board approved a plan to de-prioritize certain solutions under our pharma manufacturer solutions offering (the “Restructuring Plan”), which included (i) a reduction in force involving employees of our wholly-owned subsidiaries GoodRx and vitaCare; (ii) the entry into retention agreements with certain other employees for the purpose of maintaining business continuity; and (iii) the restructuring or termination of certain solutions and arrangements with our clients to better align with our strategic goals and future scale. These actions are part of our continued strategic focus on scaling and re-balancing our cost structure to drive improved profitability. The Restructuring Plan is expected to be substantially complete by the end of 2023. The following table summarizes restructuring related costs by type incurred through September 30, 2023, and estimated remaining costs to be incurred through the end of the Restructuring Plan: (in thousands) Three and Nine Months Ended September 30, 2023 Estimated Remaining Costs (4) Estimated Total Costs Non-cash charges (1) $ 23,869 $ 30,780 $ 54,649 Cash charges Personnel related costs (2) 6,223 2,908 9,131 Client contract termination costs (3) 10,000 — 10,000 Total restructuring related costs $ 40,092 $ 33,688 $ 73,780 ______________________ (1) Non-cash charges principally relate to (i) amortization of certain intangible assets that have been accelerated through December 31, 2023, the date the Restructuring Plan is expected to be substantially complete; and (ii) a loss on the disposal of certain capitalized software that are not yet ready for their intended use. The accelerated amortization primarily relates to (i) developed technology and customer relationships acquired in connection with the acquisition of vitaCare; and (ii) certain in-service capitalized software. Of the estimated total costs, we expect to recognize (i) $46.7 million of accelerated amortization expense, of which $17.5 million was recognized during the three and nine months ended September 30, 2023 and presented within depreciation and amortization in the accompanying condensed consolidated statements of operations; and (ii) $7.0 million loss on the disposal of certain capitalized software not yet ready for their intended use, all of which was recognized during the three and nine months ended September 30, 2023 and presented within product development and technology in the accompanying condensed consolidated statements of operations. (2) Cash expenditures consist of termination charges arising from severance obligations, continuation of salaries and benefits over a 60-day transitional period during which impacted employees remain employed but are not expected to provide active service, and other customary employee benefit payments in connection with a reduction in force as well as retention charges for certain other employees. During the three and nine months ended September 30, 2023, $3.2 million of these costs was recognized in cost of revenue and $1.9 million in product development and technology, with the remainder in sales and marketing and general and administrative expenses in the accompanying condensed consolidated statements of operations. In addition, the $6.2 million total incurred costs excludes a $0.9 million benefit from the reversal of previously recognized discretionary bonus accruals for certain impacted employees which is presented as a reduction of non-cash charges in the table above. (3) Cash payment relating to the termination of certain contracts with a pharma manufacturer solutions client in connection with the Restructuring Plan, which was recognized as a reduction of revenue in the accompanying condensed consolidated statements of operations. (4) These restructuring related charges are estimates and subject to a number of assumptions, and actual results may differ from such estimates. The following table summarizes the activities for the restructuring related liability included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets: (in thousands) Personnel Related Costs Balance at December 31, 2022 $ — Provision 6,223 Cash payments (1,113) Balance at September 30, 2023 $ 5,110 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Net Settlement of the Performance-Vesting Founders Awards As disclosed in Note 15 to our consolidated financial statements in our 2022 10-K, the remaining vested 15.7 million shares of Class B common stock underlying the Performance-Vesting Founders Awards (as defined therein) for our co-founders (formerly Co-Chief Executive Officers) were subject to settlement in October 2023, or earlier upon a change in control event, as defined in the agreement governing the award. In accordance with the terms of the Performance-Vesting Founders Awards, we may withhold shares and remit income taxes on behalf of our co-founders at applicable statutory rates on the date of settlement. We refer to such settlement as net settlement. In October 2023, we net settled the remaining vested 15.7 million shares of Class B common stock underlying the Performance-Vesting Founders Awards and remitted cash consideration of $44.5 million on behalf of our co-founders to the relevant tax authorities to satisfy income tax withholding obligations. We delivered an aggregate of 7.6 million shares of our Class B common stock to our co-founders to net settle the award, after withholding an aggregate of approximately 8.1 million shares of our Class B common stock. At our co-founders' election, the delivered 7.6 million shares of our Class B common stock were converted to 7.6 million shares of our Class A common stock on the settlement date. SDFL Class Action Matter In October 2023, we entered into a proposed settlement agreement with the plaintiffs in the SDFL Class Action Matter. See "Note 8. Commitments and Contingencies" for additional information. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income (loss) | $ (38,495) | $ 58,786 | $ (3,290) | $ (41,734) | $ (1,415) | $ 12,293 | $ 17,001 | $ (30,856) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Rule 10b5-1 Arrangement Adopted | true | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Romin Nabiey [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On August 11, 2023, Romin Nabiey, our Chief Accounting Officer, early terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The plan was originally adopted on March 3, 2023 for the sale of up to 137,398 shares of our Class A common stock until June 7, 2024. | |
Name | Romin Nabiey | |
Title | Chief Accounting Officer | |
Adoption Date | March 3, 2023 | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | August 11, 2023 | |
Arrangement Duration | 161 days | |
Aggregate Available | 137,398 | 137,398 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2022 and the related notes, which are included in our Annual Report on Form 10-K filed with the SEC on March 1, 2023 ("2022 10-K"). The December 31, 2022 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results expected for the full year ending December 31, 2023. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial statements from their respective dates of acquisition. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements, including the accompanying notes. We base our estimates on historical factors; current circumstances, including the impact of a grocery chain that previously did not accept discounted pricing for a subset of prescription drugs from our PBMs starting late in the first quarter of 2022 ("grocer issue"); macroeconomic events and conditions, including the 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 an estimate with several variables that are 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. However, market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all. We have not experienced any losses in such accounts. We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, consisting of U.S. treasury securities money market funds, of $642.5 million at September 30, 2023 and December 31, 2022 were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally do not obtain or require collateral. For the three months ended September 30, 2023, two customers accounted for 13% and 12% of our revenue. For the three months ended September 30, 2022, one customer accounted for 13% of our revenue. For the nine months ended September 30, 2023, two customers accounted for 14% and 11% of our revenue. For the nine months ended September 30, 2022, one customer accounted for 13% of our revenue. At September 30, 2023, no customer accounted for more than 10% of our accounts receivable balance. At December 31, 2022, one customer accounted for 13% of our accounts receivable balance. |
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 Accounting Standards Codification Topic 321, Investments – Equity Securities , which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. Due to indicators of a decline in the financial condition of one of our investees, we recognized impairment losses on one of our minority equity interest investments of $2.2 million and $4.0 million during the three and nine months ended September 30, 2023, respectively, and presented it as other expense on our accompanying condensed consolidated statements of operations. We otherwise have not recognized any changes resulting from observable price changes or impairment losses on our minority equity interest investments during the three and nine months ended September 30, 2023 and 2022. Equity investments included in other assets on our accompanying condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 was $15.0 million and $19.0 million, respectively. |
Recent Accounting Pronouncement | Recent Accounting Pronouncement In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 the adoption did not have an impact to our consolidated financial statements and disclosures. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Supplemental Unaudited Pro Forma Financial Information | The following table reflects the pro forma unaudited consolidated results of operations for the three and nine months ended September 30, 2022 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 as a 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. (in thousands) Three Months Ended Nine Months Ended Pro forma revenue $ 187,318 $ 583,016 Pro forma net loss $ (41,734) $ (38,929) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid expenses and other current assets consist of the following: (in thousands) September 30, 2023 December 31, 2022 Insurance recovery receivable (1) $ 10,000 $ — Prepaid software implementation costs — 5,751 Reimbursable third-party payments (2) 10,591 — Income taxes receivable 3,462 4,524 Other prepaid expenses and other current assets (3) 28,994 35,105 Total prepaid expenses and other current assets $ 53,047 $ 45,380 ______________________ (1) Represents a receivable for the probable recovery related to an incurred loss in connection with certain contingencies. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. This determination is based on our analysis of the underlying insurance policies, historical experience with insurers, and ongoing review of the solvency of insurers, among other factors. (2) Represents payments we make to third parties on behalf of, and reimbursable from, certain customers. (3) Includes other current assets of $3.1 million as of September 30, 2023 and December 31, 2022. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: (in thousands) September 30, 2023 December 31, 2022 Accrued bonus and other payroll related (1) $ 27,188 $ 20,642 Accrued marketing 13,120 12,104 Accrued legal settlement 13,000 1,500 Deferred revenue 8,338 7,879 Income taxes payable 6,736 — Other accrued expenses 6,172 5,398 Total accrued expenses and other current liabilities $ 74,554 $ 47,523 ______________________ (1) Includes a $5.1 million restructuring related liability for personnel related costs associated with actions taken to de-prioritize certain solutions under our pharma manufacturer solutions offering as of September 30, 2023. See "Note 12. Restructuring Plan." |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Our debt balance is as follows: (in thousands) September 30, 2023 December 31, 2022 Principal balance under First Lien Term Loan Facility $ 661,796 $ 667,068 Less: Unamortized debt issuance costs and discounts (6,038) (8,243) $ 655,758 $ 658,825 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue | For the three and nine months ended September 30, 2023 and 2022, revenue comprised the following: Three Months Ended Nine Months Ended (in thousands) 2023 2022 2023 2022 Prescription transactions revenue $ 135,427 $ 131,216 $ 406,874 $ 421,126 Pharma manufacturer solutions revenue (1) 15,897 24,499 60,662 74,519 Subscription revenue 23,240 26,450 71,261 71,545 Other revenue 5,394 5,153 14,824 15,255 Total revenue $ 179,958 $ 187,318 $ 553,621 $ 582,445 ______________________ (1) Pharma manufacturer solutions revenue for the three and nine months ended September 30, 2023 included a $10.0 million contract termination payment to a pharma manufacturer solutions client in connection with our restructuring activities, which was recognized as a reduction of revenue. See "Note 12. Restructuring Plan" for additional information. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Repurchase Agreements | The following table presents information about our repurchases of our Class A common stock: Three Months Ended Nine Months Ended (in thousands) 2023 2022 2023 2022 Number of shares repurchased 1,138 2,819 4,371 8,456 Cost of shares repurchased $ 7,712 $ 17,956 $ 26,149 $ 101,721 |
Basic and Diluted (Loss) Earn_2
Basic and Diluted (Loss) Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule Computation of (Loss) Earnings Per Share | The computation of (loss) earnings per share for the three and nine months ended September 30, 2023 and 2022 is as follows: Three Months Ended Nine Months Ended (in thousands, except per share amounts) 2023 2022 2023 2022 Numerator: Net (loss) income $ (38,495) $ (41,734) $ 17,001 $ (30,856) Denominator: Weighted average shares - basic 413,437 412,956 412,698 413,254 Dilutive impact of stock options, restricted stock awards and restricted stock units — — 3,752 — Weighted average shares - diluted 413,437 412,956 416,450 413,254 (Loss) earnings per share: Basic $ (0.09) $ (0.10) $ 0.04 $ (0.07) Diluted $ (0.09) $ (0.10) $ 0.04 $ (0.07) |
Weighted-Average Potentially Dilutive Shares Were Excluded From Computation of Diluted (Loss) Earnings Per Share | The following weighted average potentially dilutive shares are excluded from the computation of diluted (loss) earnings per share for the periods presented because including them would have been antidilutive: Three Months Ended Nine Months Ended (in thousands) 2023 2022 2023 2022 Stock options, restricted stock awards and restricted stock units 52,965 34,755 27,808 28,540 |
Restructuring Plan (Tables)
Restructuring Plan (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes restructuring related costs by type incurred through September 30, 2023, and estimated remaining costs to be incurred through the end of the Restructuring Plan: (in thousands) Three and Nine Months Ended September 30, 2023 Estimated Remaining Costs (4) Estimated Total Costs Non-cash charges (1) $ 23,869 $ 30,780 $ 54,649 Cash charges Personnel related costs (2) 6,223 2,908 9,131 Client contract termination costs (3) 10,000 — 10,000 Total restructuring related costs $ 40,092 $ 33,688 $ 73,780 ______________________ (1) Non-cash charges principally relate to (i) amortization of certain intangible assets that have been accelerated through December 31, 2023, the date the Restructuring Plan is expected to be substantially complete; and (ii) a loss on the disposal of certain capitalized software that are not yet ready for their intended use. The accelerated amortization primarily relates to (i) developed technology and customer relationships acquired in connection with the acquisition of vitaCare; and (ii) certain in-service capitalized software. Of the estimated total costs, we expect to recognize (i) $46.7 million of accelerated amortization expense, of which $17.5 million was recognized during the three and nine months ended September 30, 2023 and presented within depreciation and amortization in the accompanying condensed consolidated statements of operations; and (ii) $7.0 million loss on the disposal of certain capitalized software not yet ready for their intended use, all of which was recognized during the three and nine months ended September 30, 2023 and presented within product development and technology in the accompanying condensed consolidated statements of operations. (2) Cash expenditures consist of termination charges arising from severance obligations, continuation of salaries and benefits over a 60-day transitional period during which impacted employees remain employed but are not expected to provide active service, and other customary employee benefit payments in connection with a reduction in force as well as retention charges for certain other employees. During the three and nine months ended September 30, 2023, $3.2 million of these costs was recognized in cost of revenue and $1.9 million in product development and technology, with the remainder in sales and marketing and general and administrative expenses in the accompanying condensed consolidated statements of operations. In addition, the $6.2 million total incurred costs excludes a $0.9 million benefit from the reversal of previously recognized discretionary bonus accruals for certain impacted employees which is presented as a reduction of non-cash charges in the table above. (3) Cash payment relating to the termination of certain contracts with a pharma manufacturer solutions client in connection with the Restructuring Plan, which was recognized as a reduction of revenue in the accompanying condensed consolidated statements of operations. (4) These restructuring related charges are estimates and subject to a number of assumptions, and actual results may differ from such estimates. |
Restructuring and Related Costs | The following table summarizes the activities for the restructuring related liability included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets: (in thousands) Personnel Related Costs Balance at December 31, 2022 $ — Provision 6,223 Cash payments (1,113) Balance at September 30, 2023 $ 5,110 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | ||||||
Equity investments impairment loss | $ 2.2 | $ 4 | ||||
Equity investments included in other assets | $ 15 | $ 15 | $ 19 | |||
Minority Equity Interests | ||||||
Accounting Policies [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 20% | 20% | ||||
Money Market Funds | Fair Value, Inputs, Level 1 | ||||||
Accounting Policies [Line Items] | ||||||
Cash equivalents, fair value disclosure | $ 642.5 | $ 642.5 | $ 642.5 | |||
Customer Concentration Risk | Customer One | Revenue From Customer | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 13% | 13% | 14% | 13% | ||
Customer Concentration Risk | Customer Two | Revenue From Customer | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 12% | 11% | ||||
Credit Concentration Risk | Customer One | Accounts Receivable | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 13% |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) | Apr. 14, 2022 | Feb. 18, 2022 | Sep. 30, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||||
Business combination, consideration paid in cash | $ 149,900,000 | |||
Goodwill | $ 412,117,000 | $ 412,117,000 | ||
Fair value of contingent consideration receivable | 0 | 0 | ||
Fair value of contingent consideration payable | 7,000,000 | |||
Developed technology | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets acquired, fair value | $ 30,000,000 | |||
Finite-lived intangible asset, useful life | 5 years | |||
Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 11 years | |||
VitaCare Prescription Services, Inc | ||||
Business Acquisition [Line Items] | ||||
Total purchase consideration | $ 131,800,000 | |||
Fair value of the consideration transferred | 18,100,000 | |||
Goodwill | 80,600,000 | |||
Intangible assets | 52,000,000 | |||
Fair value of contingent consideration receivable | 19,700,000 | |||
Fair value of contingent consideration payable | 1,700,000 | $ 0 | $ 0 | |
VitaCare Prescription Services, Inc | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets acquired, fair value | $ 21,000,000 | |||
flipMD, Inc | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration paid in cash | $ 7,000,000 |
Business Combinations - Summary
Business Combinations - Summary of Supplemental Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Pro forma revenue | $ 187,318 | $ 583,016 |
Pro forma net loss | $ (41,734) | $ (38,929) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Insurance recovery receivable | $ 10,000 | $ 0 |
Prepaid software implementation costs | 0 | 5,751 |
Reimbursable third-party payments | 10,591 | 0 |
Income taxes receivable | 3,462 | 4,524 |
Other prepaid expenses and other current assets | 28,994 | 35,105 |
Prepaid expenses and other current assets | 53,047 | 45,380 |
Other current assets | $ 3,100 | $ 3,100 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued bonus and other payroll related (1) | $ 27,188 | $ 20,642 |
Accrued marketing | 13,120 | 12,104 |
Accrued legal settlement | 13,000 | 1,500 |
Deferred revenue | 8,338 | 7,879 |
Income taxes payable | 6,736 | 0 |
Other accrued expenses | 6,172 | 5,398 |
Total accrued expenses and other current liabilities | 74,554 | 47,523 |
Restructuring reserve | $ 5,110 | $ 0 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |||||
Deferred revenue | $ 8,338 | $ 8,338 | $ 7,879 | ||
Revenue recognized | $ 800 | $ 700 | $ 7,800 | $ 6,500 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Income tax rate | 17.40% | (87.40%) | 155% | (66.90%) | |
Deferred tax assets, valuation allowance | $ (55.9) |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Fair value of debt | $ 660,100,000 | $ 660,100,000 | $ 649,600,000 | ||
First Lien Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Line of credit | $ 700,000,000 | $ 700,000,000 | |||
First Lien Credit Agreement | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 8.80% | 5.50% | |||
First Lien Credit Agreement | (LIBOR) London Interbank Offered Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 8.33% | 4.31% | |||
Minimum | First Lien Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 2.50% | ||||
Interest rate on unused amounts | 0.25% | ||||
Maximum net leverage ratio | 8.20% | ||||
Minimum | First Lien Credit Agreement | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 1.75% | ||||
Minimum | First Lien Credit Agreement | Secured Overnight Financing | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 1.50% | ||||
Minimum | First Lien Credit Agreement | Secured Overnight Financing | Variable Rate Component One | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 0.10% | ||||
Minimum | First Lien Credit Agreement | Secured Overnight Financing | Variable Rate Component Two | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 2.75% | ||||
Minimum | First Lien Credit Agreement | (LIBOR) London Interbank Offered Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 2.75% | ||||
Maximum | First Lien Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 3% | ||||
Interest rate on unused amounts | 0.50% | ||||
Maximum | First Lien Credit Agreement | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 2% | ||||
Maximum | First Lien Credit Agreement | Secured Overnight Financing | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 2% | ||||
Maximum | First Lien Credit Agreement | Secured Overnight Financing | Variable Rate Component One | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 0.25% | ||||
Maximum | First Lien Credit Agreement | Secured Overnight Financing | Variable Rate Component Two | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 3% | ||||
Maximum | First Lien Credit Agreement | (LIBOR) London Interbank Offered Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate on used amounts | 3% | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit | $ 100,000,000 | $ 100,000,000 | |||
Fair value of amount outstanding | 0 | 0 | 0 | ||
Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Line of credit | $ 9,200,000 | $ 9,200,000 | $ 9,200,000 | ||
Subsidiary | First Lien Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Percentage of collateralized assets | 100% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - First Lien Credit Agreement - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Principal balance under First Lien Term Loan Facility | $ 661,796 | $ 667,068 |
Less: Unamortized debt issuance costs and discounts | (6,038) | (8,243) |
Total debt | $ 655,758 | $ 658,825 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 2 Months Ended | ||
Oct. 27, 2023 USD ($) plaintiff | Mar. 30, 2023 plaintiff cases defendant | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |||
Accrued settlement | $ | $ 1.5 | ||
Pending Litigation | |||
Loss Contingencies [Line Items] | |||
Number of plaintiffs | 5 | ||
Pending claims | cases | 5 | ||
Number of defendants | defendant | 3 | ||
Pending Litigation | Subsequent Event | SDFL Class Action Matter | |||
Loss Contingencies [Line Items] | |||
Number of plaintiffs | 6 | ||
Settlement payment | $ | $ 13 | ||
Pending Litigation | Privacy Protection | |||
Loss Contingencies [Line Items] | |||
Number of plaintiffs | 4 | ||
Pending Litigation | Electronic Communication Privacy Act, Privacy Protection | |||
Loss Contingencies [Line Items] | |||
Number of plaintiffs | 1 |
Revenue - Summary of Revenue (D
Revenue - Summary of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 179,958 | $ 187,318 | $ 553,621 | $ 582,445 |
Contract Termination | ||||
Disaggregation Of Revenue [Line Items] | ||||
Contract termination payment | 10,000 | |||
Prescription Transactions Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 135,427 | 131,216 | 406,874 | 421,126 |
Pharma Manufacturer Solutions Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 15,897 | 24,499 | 60,662 | 74,519 |
Subscription Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 23,240 | 26,450 | 71,261 | 71,545 |
Other Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 5,394 | $ 5,153 | $ 14,824 | $ 15,255 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - Common Class A - USD ($) shares in Millions, $ in Millions | May 12, 2023 | Apr. 25, 2023 | Sep. 30, 2023 | Feb. 23, 2022 |
Class of Stock [Line Items] | ||||
Stock repurchase, authorized amount | $ 250 | |||
Common stock available for future repurchases | $ 122.1 | |||
Chief Executive Officer | ||||
Class of Stock [Line Items] | ||||
Granted (in shares) | 3 | |||
Grant date fair value | $ 9.6 | |||
Chief Executive Officer | Minimum | ||||
Class of Stock [Line Items] | ||||
Granted (in shares) | 2.5 | |||
Chief Executive Officer | Maximum | ||||
Class of Stock [Line Items] | ||||
Granted (in shares) | 3 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Repurchase Agreements (Details) - Common Class A - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock repurchased and retired (in shares) | 1,138 | 2,819 | 4,371 | 8,456 |
Common stock repurchased and retired | $ 7,712 | $ 17,956 | $ 26,149 | $ 101,721 |
Basic and Diluted (Loss) Earn_3
Basic and Diluted (Loss) Earnings Per Share - Schedule Computation of (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net (loss) income | $ (38,495) | $ 58,786 | $ (3,290) | $ (41,734) | $ (1,415) | $ 12,293 | $ 17,001 | $ (30,856) |
Denominator: | ||||||||
Weighted average shares - basic | 413,437 | 412,956 | 412,698 | 413,254 | ||||
Dilutive impact of stock options, restricted stock awards and restricted stock units | 0 | 0 | 3,752 | 0 | ||||
Weighted average shares - diluted | 413,437 | 412,956 | 416,450 | 413,254 | ||||
(Loss) earnings per share: | ||||||||
Basic (in usd per share) | $ (0.09) | $ (0.10) | $ 0.04 | $ (0.07) | ||||
Diluted (in usd per share) | $ (0.09) | $ (0.10) | $ 0.04 | $ (0.07) |
Basic and Diluted (Loss) Earn_4
Basic and Diluted (Loss) Earnings Per Share - Weighted-Average Potentially Dilutive Shares Were Excluded From Computation of Diluted (Loss) Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock options, restricted stock awards and restricted stock units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Stock options, restricted stock awards and restricted stock units | 52,965 | 34,755 | 27,808 | 28,540 |
Restructuring Plan - Schedule o
Restructuring Plan - Schedule of Restructuring Costs By Type Of Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost | $ 40,092 | $ 40,092 | ||
Restructuring cost, expected cost remaining | 33,688 | 33,688 | ||
Estimated Total Costs | 73,780 | 73,780 | ||
Loss on disposal | $ (7,615) | $ 0 | ||
Transitional period | 60 days | |||
Discretionary bonus reversal | $ 900 | |||
Product development and technology | 39,611 | $ 35,921 | 103,804 | $ 106,367 |
Accelerated Amortization And Loss On Disposal | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost | 23,869 | 23,869 | ||
Restructuring cost, expected cost remaining | 30,780 | 30,780 | ||
Estimated Total Costs | 54,649 | 54,649 | ||
Personnel related costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost | 6,223 | 6,223 | ||
Restructuring cost, expected cost remaining | 2,908 | 2,908 | ||
Estimated Total Costs | 9,131 | 9,131 | ||
Client contract termination costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost | 10,000 | 10,000 | ||
Restructuring cost, expected cost remaining | 0 | 0 | ||
Estimated Total Costs | 10,000 | 10,000 | ||
Other Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Loss on disposal | (7,000) | (7,000) | ||
Product development and technology | 1,900 | 1,900 | ||
Other Restructuring | Cost Of Revenue | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 3,200 | 3,200 | ||
Accelerated Amortization | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost | 17,500 | 17,500 | ||
Estimated Total Costs | $ 46,700 | $ 46,700 |
Restructuring Plan - Schedule_2
Restructuring Plan - Schedule Of Restructuring Activities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31, 2022 | $ 0 |
Provision | 6,223 |
Cash payments | 1,113 |
Balance at September 30, 2023 | $ 5,110 |
Subsequent Events (Detail)
Subsequent Events (Detail) - Subsequent Event shares in Millions, $ in Millions | Oct. 22, 2023 USD ($) shares |
Subsequent Event [Line Items] | |
Cash obligation | $ | $ 44.5 |
Common Class B | |
Subsequent Event [Line Items] | |
Shares delivered (in shares) | 7.6 |
Shares for tax withholding obligations (in shares) | 8.1 |
Restricted Stock Units Performance Vesting Founder Awards | Common Class B | |
Subsequent Event [Line Items] | |
Remaining shares to be issued (in shares) | 15.7 |