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United States securities and exchange commission logo
August 24, 2020
Trevor Bezdek
Co-Chief Executive Officer
GoodRx Holdings, Inc.
233 Wilshire Blvd., Suite 990
Santa Monica, CA 90401
Re: GoodRx Holdings,
Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted August
10, 2020
CIK: 0001809519
Dear Mr. Bezdek:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 29, 2020 letter.
Draft Registration Statement on Form S-1 Amendment filed on August 10,
2020.
Risk Factors
"We rely on a limited number of industry participants", page 23
1. We note your response
to prior comment 3 regarding your relationship with your three
largest PBM partners.
Please provide a description of your individual agreements
with Navitus, MedImpact
and Optum to the extent that they are materially different from
the general description
of PBM contracts that you provide on pages 23 and 24. For
example, discuss
whether the agreements with the three PBM partners have minimum
requirements. As a
further example, discuss the term of the agreements and any
termination provisions.
Trevor Bezdek
FirstName LastNameTrevor Bezdek
GoodRx Holdings, Inc.
Comapany
August 24, NameGoodRx
2020 Holdings, Inc.
August
Page 2 24, 2020 Page 2
FirstName LastName
Key Financial and Operating Metrics, page 80
2. Please revise your disclosure to include a discussion of how you
calculate Monthly Active
Users as explained in your response in prior comment 6.
Principal Stockholders, page 149
3. We note your response to prior comment 13. Please revise your
disclosure to identify the
members of the board of directors of Idea Men, LLC and clarify that no
individual
member exercises voting or dispositive control over the company's
shares.
2. Summary of Significant Accounting Policies
Accounts Receivable and Allowance for Doubtful Accounts, page F-9
4. We note your response to comment 15. We also note on page F-12 that
you bill the PBMs
in arrears based on PBM reports as of the previous month. It appears
the amount of
consideration to which you are entitled is conditioned on the actual
number of
prescriptions at a prescription level or the volume of prescription
fills each month per
PBM reports, and not on your estimate (for revenue recognition
purposes) using the
expected value method based on historical experience of the number of
prescriptions
filled, ineligible fills and applicable rates. Accordingly, please
separately report the
amount that you estimate as a contract asset apart from accounts
receivable. Refer to the
definition of contract asset in the ASC 606 glossary and the guidance
in ASC 606-10-45-
3.
15. Stock-based Compensation
Bonus expense for options, page F-29
5. We note your response to comment 16. Please disclose the dividend
equivalent rights to
which certain stock awards may be entitled, including forfeitable
rights if any, and
your policy for estimating expected forfeitures or recognizing
forfeitures as they occur.
Refer to ASC 718-10-50-2(m).
Absent such rights, please disclose if the payment of cash bonuses to
vested option
holders resulted in a modification of your stock option plan. Refer to
ASC 718-10-50-
2(h)(2).
8. Stock-based Compensation
Stock Options, page F-45
6. We note your disclosure on page F-41 that stock-based compensation
cost for awards that
contain market vesting conditions is recognized on a graded vesting
basis over the
requisite service period, even if the market condition is not
satisfied. Nevertheless, it
appears that from your disclosure for options with both performance
and market
conditions, no expense has been recognized as the accompanying
performance condition
is not probable of occurring for accounting purposes as of June 30,
2020. Please tell us
Trevor Bezdek
GoodRx Holdings, Inc.
August 24, 2020
Page 3
how you considered the guidance in in ASC 718-10-25-21 and ASC
718-10-55-63 in
evaluating such stock options with both market and performance conditions
for the
purpose of recognizing stock compensation costs.
You may contact Kathryn Jacobson, Staff Accountant, at (202) 551-3365
or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameTrevor Bezdek
Division of
Corporation Finance
Comapany NameGoodRx Holdings, Inc.
Office of Technology
August 24, 2020 Page 3
cc: Benjamin J. Cohen
FirstName LastName