0000950170-22-008622 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 03, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Registrant Name	GoodRx Holdings, Inc.
Entity Central Index Key	0001809519
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity File Number	001-39549
Entity Tax Identification Number	47-5104396
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2701 Olympic
Entity Address, Address Line Two	Boulevard
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90404
City Area Code	855
Local Phone Number	268-2822
Trading Symbol	GDRX
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		82,726,202
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		313,731,628

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 845,427	$ 941,109
Accounts receivable, net	123,281	118,080
Prepaid expenses and other current assets	26,015	29,638
Total current assets	994,723	1,088,827
Property and equipment, net	22,564	21,612
Goodwill	334,642	329,696
Intangible assets, net	85,990	88,791
Capitalized software, net	52,505	44,987
Operating lease right-of-use assets	26,978	27,705
Other assets	20,926	6,007
Total assets	1,538,328	1,607,625
Current liabilities
Accounts payable	12,820	17,501
Accrued expenses and other current liabilities	33,812	50,732
Current portion of debt	7,029	7,029
Operating lease liabilities, current	5,703	5,851
Total current liabilities	59,364	81,113
Debt, net	654,845	655,858
Operating lease liabilities, net of current portion	32,512	33,592
Deferred tax liabilities, net	397	244
Other liabilities	4,703	5,138
Total liabilities	751,821	775,945
Commitments and contingencies (Note 8)
Stockholders' equity
Preferred stock, $0.0001 par value; 50,000 shares authorized and zero shares issued and outstanding at March 31, 2022 and December 31, 2021	0	0
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized, 82,400 and 85,028 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively; and Class B: 1,000,000 shares authorized, 313,732 and 315,534 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	40	40
Additional paid-in capital	2,189,881	2,247,347
Accumulated deficit	(1,403,414)	(1,415,707)
Total stockholders' equity	786,507	831,680
Total liabilities and stockholders' equity	$ 1,538,328	$ 1,607,625

Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	82,400,000	85,028,000
Common stock, shares outstanding	82,400,000	85,028,000
Common Class B
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	313,732,000	315,534,000
Common stock, shares outstanding	313,732,000	315,534,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue	$ 203,329	$ 160,431
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below	12,280	10,428
Product development and technology	35,042	26,160
Sales and marketing	92,950	79,694
General and administrative	31,923	43,786
Depreciation and amortization	11,373	5,361
Total costs and operating expenses	183,568	165,429
Operating income (loss)	19,761	(4,998)
Other expense, net:
Interest income	(52)	(16)
Interest expense	5,869	5,905
Total other expense, net	5,817	5,889
Income (loss) before income taxes	13,944	(10,887)
Income tax (expense) benefit	(1,651)	12,555
Net income	$ 12,293	$ 1,668
Earnings per share:
Basic	$ 0.03	$ 0.00
Diluted	$ 0.03	$ 0.00
Weighted average shares used in computing (loss) earnings per share:
Basic	414,739	406,170
Diluted	427,378	429,577
Cost of Sales
Stock-based compensation included in costs and operating expenses:
Total stock-based compensation	$ (46)	$ 121
Research and Development Expense
Stock-based compensation included in costs and operating expenses:
Total stock-based compensation	7,478	8,336
Selling and Marketing Expense
Stock-based compensation included in costs and operating expenses:
Total stock-based compensation	5,394	5,258
General and Administrative Expense
Stock-based compensation included in costs and operating expenses:
Total stock-based compensation	$ 17,323	$ 32,811

Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Class A and Class B Common Stock	Common Stock Class A and Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance at Dec. 31, 2020	$ 711,359,000		$ 39,000	$ 2,101,773,000	$ (1,390,453,000)
Beginning balance at Dec. 31, 2020		391,660,000
Stock options exercised	2,680,000			2,680,000
Stock options exercised, Shares		513,000
Stock-based compensation	48,254,000			48,254,000
Vesting of restricted stock awards, Shares		608,000
Common stock withheld for tax obligations and net settlement	(14,902,000)			(14,902,000)
Common stock withheld for tax obligations and net settlement, Shares		(324,000)
Net income	1,668,000				1,668,000
Ending balance at Mar. 31, 2021	749,059,000		39,000	2,137,805,000	(1,388,785,000)
Ending balance at Mar. 31, 2021		392,457,000
Beginning balance at Dec. 31, 2021	831,680,000		40,000	2,247,347,000	(1,415,707,000)
Beginning balance at Dec. 31, 2021		400,562,000
Stock options exercised	3,699,000			3,699,000
Stock options exercised, Shares		749,000
Stock-based compensation	32,161,000			32,161,000
Vesting of restricted stock units		$ 822,000
Common stock withheld for tax obligations and net settlement	(9,561,000)			(9,561,000)
Common stock withheld for tax obligations and net settlement, Shares		(364,000)
Repurchases of Class A common stock	(83,765,000)			(83,765,000)
Repurchases of Class A common stock, shares		(5,637,000)
Net income	12,293,000				12,293,000
Ending balance at Mar. 31, 2022	$ 786,507,000		$ 40,000	$ 2,189,881,000	$ (1,403,414,000)
Ending balance at Mar. 31, 2022		396,132,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net income	$ 12,293	$ 1,668
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	11,373	5,361
Amortization of debt issuance costs	856	863
Non-cash operating lease expense	727	872
Stock-based compensation expense	30,149	46,526
Deferred income taxes	(394)	(227)
Changes in operating assets and liabilities, net of effects of business acquisitions
Accounts receivable	(5,198)	(5,670)
Prepaid expenses and other assets	3,616	(9,844)
Accounts payable	(4,442)	4,943
Accrued expenses and other current liabilities	(17,197)	(67)
Operating lease liabilities	(1,228)	631
Other liabilities	(435)	429
Net cash provided by operating activities	30,120	45,485
Cash flows from investing activities
Purchase of property and equipment	(1,736)	(2,715)
Acquisition, net of cash acquired	(6,976)	0
Capitalized software	(10,682)	(6,980)
Investment in minority equity interest	(15,007)	0
Net cash used in investing activities	(34,401)	(9,695)
Cash flows from financing activities
Payments on long-term debt	(1,758)	(1,757)
Repurchases of Class A common stock	(83,765)	0
Proceeds from exercise of stock options	3,683	2,372
Employee taxes paid related to net share settlement of equity awards	(9,561)	(14,633)
Net cash used in financing activities	(91,401)	(14,018)
Net change in cash, cash equivalents and restricted cash	(95,682)	21,772
Cash, cash equivalents and restricted cash
Beginning of period	941,109	971,591
End of period	845,427	993,363
Non cash investing and financing activities
Stock-based compensation included in capitalized software	2,012	1,728
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	845,427	990,463
Restricted cash	0	2,900
Total cash, cash equivalents and restricted cash	$ 845,427	$ 993,363

Description of Business

3 Months Ended

Mar. 31, 2022

Description Of Business [Abstract]

Description of Business

1. Description of Business

GoodRx Holdings, Inc. was incorporated in September 2015 and has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. GoodRx, Inc. (“GoodRx”), a Delaware corporation that was 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 that manage formularies and prescription transactions including establishing pricing between consumers and pharmacies. We also offer other healthcare products and services, including subscriptions, pharma manufacturer solutions and telehealth services.

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021 and the related notes, which are included in our Annual Report on Form 10-K filed with the SEC on March 1, 2022 ("2021 10-K"). The December 31, 2021 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for three months ended March 31, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. Our significant accounting policies are discussed in “Note 2. Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included in our 2021 10-K. There have been no material changes in accounting policies during the three months ended March 31, 2022 from those disclosed in the notes to our consolidated financial statements included in our 2021 10-K. Principles of Consolidation The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial statements from their respective dates of acquisition. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements, including the accompanying notes. We base our estimates on historical factors, current circumstances, 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 could differ materially from these estimates, and such differences could affect the results of operations reported in future periods. Certain Risks and Concentrations Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. We have not experienced any losses in such accounts. We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, consisting of money market funds, of $772.5 million and $852.5 million at March 31, 2022 and December 31, 2021, respectively, 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 March 31, 2022, two customers accounted for approximately 13% and 10% of our revenue. For the three months ended March 31, 2021, four customers accounted for approximately 14%, 11%, 10% and 10% of our revenue. At March 31, 2022 and December 31, 2021, no customer accounted for more than 10% of our accounts receivable balance. Equity Investments We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant influence over operating and financial policies of the investees. The equity investments are accounted for under the measurement alternative in accordance with Accounting Standards Codification ("ASC") Topic 321, Investments – Equity Securities, which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. Equity investments included in other assets on our accompanying condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 were $19.0 million and $4.0 million, respectively. We did not recognize any changes resulting from observable price changes or impairment loss during the three months ended March 31, 2022. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. This ASU results in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC 606. The amendments in this ASU do not affect the accounting for other assets or liabilities that may arise from revenue contracts with customers in accordance with ASC 606, such as refund liabilities, or in a business combination, such as customer-related intangible assets and contract-based intangible assets. The new guidance is effective for us for annual and interim periods beginning after December 15, 2022. Early adoption of this ASU is permitted, including adoption in an interim period. This update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. We early adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The ASU applies only to contracts, hedging relationships and other transactions that reference LIBO Screen Rate or another reference rate expected to be discontinued because of the reference rate reform. The amendments in this ASU were effective upon issuance and may be applied through December 31, 2022. We adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our consolidated financial statements. We intend to apply this guidance for contract modifications related to the reference rate reform as they occur through December 31, 2022.

Business Combination

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Business Combination

3. Business Combination

On February 18, 2022, we acquired all of the equity interests of flipMD, Inc. ("flipMD") for $7.0 million in cash, subject to customary closing adjustments. flipMD is a marketplace connecting practicing physicians with organizations seeking on-demand medical expertise and expands both our engagement with healthcare providers and services currently available under our existing pharma manufacturer solutions platform. Unaudited supplemental pro forma financial information and the revenue and earnings from the date of acquisition through March 31, 2022 for the flipMD acquisition has not been presented because the effects were not material to our condensed consolidated financial statements.

The purchase accounting for the flipMD acquisition remains incomplete. Measurement period adjustments, if any, will be recognized in the reporting period in which the adjustment amounts are determined within twelve months from the acquisition date.

Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2022

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


(in thousands)	March 31, 2022		December 31, 2021
Income taxes receivable	$	5,826	$	8,331
Prepaid expenses		20,189		21,307
Total prepaid expenses and other current assets	$	26,015	$	29,638

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


(in thousands)	March 31, 2022		December 31, 2021
Accrued bonus and other payroll related	$	10,213	$	24,031
Accrued marketing		8,479		15,493
Deferred revenue		10,319		6,869
Other accrued expenses		4,801		4,339
Total accrued expenses and other current liabilities	$	33,812	$	50,732

Deferred revenue represents payments received in advance of providing services for subscriptions and certain advertising contracts with customers. We expect substantially all of the deferred revenue at March 31, 2022 will be recognized as revenue within the subsequent twelve months. Of the $6.9 million of deferred revenue at December 31, 2021, $4.5 million was recognized as revenue during the three months ended March 31, 2022. Revenue recognized during the three months ended March 31, 2021 of $4.3 million was included as deferred revenue at December 31, 2020.

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

6. Income Taxes

We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. Our estimated annual effective income tax rate is based on our estimated full year income or loss and the related income taxes for each jurisdiction in which we operate. This rate can be affected by estimates of full year pre-tax income or loss and permanent differences.

The effective income tax rate was 11.8% and 115.3% for the three months ended March 31, 2022 and 2021, respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for the three months ended March 31, 2022 and 2021 were due to the effects of non-deductible officers’ stock-based compensation expense, state income taxes, benefits from research and development tax credits and excess tax benefits from our equity awards. The effective income tax rate for the three months ended March 31, 2022 was further impacted by the valuation allowance on our net deferred tax assets.

We consider all available evidence, both positive and negative in assessing the extent to which a valuation allowance should be applied against our net deferred tax assets. Due principally to cumulative three-year pre-tax losses adjusted for permanent adjustments, primarily from substantial excess tax benefits realized from the exercise of stock options granted prior to our initial public offering ("IPO"), and a significant number of outstanding stock options granted prior to our IPO that are or will be available to be exercised in future tax periods which may generate incremental excess tax benefits if they are exercised, we maintain a full valuation allowance against our net deferred tax assets in excess of tax amortizable goodwill as of March 31, 2022.

Our judgment regarding the need of a valuation allowance may reasonably change in the next twelve months. The exact timing and amount of any release of the valuation allowance is subject to change depending on the level of tax profitability that we achieve, changes in tax laws or regulations, and exercises of outstanding stock options granted prior to our IPO in future periods.

As of December 31, 2021, we had unrecognized tax benefits of $14.8 million, of which approximately $5.1 million of unrecognized tax benefits, if recognized, would impact the effective income tax rate. The remaining $9.7 million of unrecognized tax benefits would not impact the effective income tax rate to the extent that we continue to maintain a full valuation allowance against our net deferred tax assets. There were no significant changes to our unrecognized tax benefits during the three months ended March 31, 2022, and we do not expect to have any significant changes to unrecognized tax benefits through the end of 2022.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

7. Debt

We have a term loan with an original principal amount of $700.0 million (the “First Lien Term Loan Facility”) under our first lien credit agreement (the “First Lien Credit Agreement”) obtained through our wholly owned subsidiary GoodRx as borrower and collateralized by substantially all of our assets and 100% of the equity of GoodRx. The First Lien Term Loan Facility requires quarterly payments through September 2025, with any unpaid principal and interest due upon maturity in October 2025, and bears interest at a rate per annum equal to the LIBO Screen Rate plus a variable margin ranging from 2.75% to 3.00%. The effective interest rate on the First Lien Term Loan Facility for each of the three months ended March 31, 2022 and 2021 was 3.39%.

We also have a line of credit with a maximum principal amount of $100.0 million (the “Revolving Credit Facility”) which matures in October 2024 and bears interest at LIBO Screen Rate plus rates ranging from 2.50% to 3.00% on used amounts and 0.25% to 0.50% on unused amounts. There was no borrowing outstanding and the outstanding letters of credit issued were $9.2 million as of March 31, 2022, which reduces our available borrowings under the Revolving Credit Facility.

Our debt consisted of the following:


(in thousands)	March 31, 2022			December 31, 2021
Principal balance under First Lien Term Loan Facility	$	672,339		$	674,097
Less: Unamortized debt issuance costs and discounts		(10,465	)		(11,210	)
	$	661,874		$	662,887

As of March 31, 2022, we are subject to a financial covenant requiring maintenance of a Net Leverage Ratio not to exceed 8.2 to 1.0 and other nonfinancial covenants under the First Lien Credit Agreement. Additionally, GoodRx is restricted from making dividend payments, loans or advances to us. At March 31, 2022, we were in compliance with our covenants.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Aside from the below, as of March 31, 2022, there were no material changes to our commitments and contingencies as disclosed in the notes to our consolidated financial statements included in our 2021 10-K.

Legal Contingencies

On December 18, 2020, R. Brian Terenzini, individually and on behalf of all others similarly situated, filed a class action lawsuit against us and certain of our executive officers in the United States District Court for the Central District of California (Case No. 2:20-cv-11444). On January 8, 2021, Bryan Kearney, individually and on behalf of all others similarly situated, also filed a class action lawsuit against us and certain of our executive officers in the United States District Court for the Central District of California (Case No. 2:21-cv-00175). The plaintiffs seek compensatory damages as well as interest, fees and costs. The complaints allege violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and assert that we failed to disclose to investors that Amazon.com, Inc. was developing its own mobile and online prescription medication ordering and fulfillment service that would compete directly with us. According to the

complaints, when Amazon announced its competitor service, our stock price fell, causing investor losses. Lead plaintiff applications were submitted February 16, 2021, and on April 8, 2021, the court consolidated the two lawsuits under the caption In re GoodRx Holdings, Inc.(Case No. 2:20-cv-11444) and appointed Betty Kalmanson, Lawrence Kalmanson, Shawn Kalmanson, and Janice Kasbaum as Lead Plaintiffs. On June 7, 2021, Lead Plaintiffs filed a consolidated complaint containing substantially similar factual allegations as the prior complaints, but adding claims under Section 11 of the Securities Act of 1933. We filed a motion to dismiss the consolidated case on August 6, 2021 and Lead Plaintiffs subsequently filed an omnibus opposition to our motion to dismiss on October 5, 2021. We subsequently filed a reply in support of notice of motion and motion to dismiss. The court granted our motion to dismiss on January 2, 2022. The Lead Plaintiffs filed an amended complaint on February 7, 2022, and we filed a motion to dismiss the amended complaint on March 10, 2022. Briefing is ongoing, and the hearing on the motion to dismiss the amended complaint is set for June 6, 2022. We believe we have meritorious defenses to the claims of the plaintiffs and members of the class and intend to defend ourselves vigorously. This litigation is at preliminary stages, and the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties.

On April 29, 2021, May 5, 2021 and September 15, 2021, Neesha Patel, Wayne Geist and Alan Pinyavat, respectively, each filed a derivative lawsuit purportedly on behalf of us against certain of our officers and directors in the United States District Court for the Central District of California (Case No. 2:21-cv-03671, Case No. 2:21-cv-03829 and Case No. 1:21-cv-01309, respectively). The plaintiffs assert claims for breach of fiduciary duty and contribution under the Exchange Act. Neesha Patel asserts additional claims for unjust enrichment and corporate waste and Alan Pinyavat asserts additional claims for unjust enrichment, abuse of control and gross mismanagement. These claims are based on allegations substantially similar to those in the class action lawsuit described above. Plaintiffs are requesting declaratory relief, money damages, restitution, and certain governance reforms. Plaintiffs did not make a pre-suit demand on our board of directors. The derivative lawsuits are stayed pending the outcome of the class action lawsuit.

In March 2020, we received a letter from the Federal Trade Commission ("FTC") indicating its intent to investigate our privacy and security practices to determine whether such practices comply with Section 5 of the FTC Act. In April 2020, the FTC sent an initial request for information to us regarding our sharing of data regarding individuals’ use of our website, app and services with service providers, including Google and Facebook. Since April 2020, we have timely responded to the FTC’s information requests and follow-up questions. On October 14, 2021, staff at the FTC notified us that it intends to recommend that the agency pursue an enforcement action against us and certain of our officers and employees. On January 12, 2022, staff at the FTC sent us a draft complaint and consent order. We believe we have complied with applicable regulations and that we have meritorious defenses to any claims or assertions to the contrary, and therefore intend to defend ourselves vigorously. No assurance can be given regarding the outcome of this matter. As a result of enforcements of this nature, there may be settlements, enforcement actions, or related litigation that could include monetary penalties and/or compliance requirements that may impose significant and material costs.

Based upon information presently known to our management, we have not accrued a loss for the matters described above as a loss is not probable and reasonably estimable. While it is reasonably possible a loss may have been incurred, we are unable to estimate a loss or range of loss in these matters.

The pending proceedings described above involve complex questions of fact and law and may require the expenditure of significant funds and the diversion of other resources to defend. The results of legal proceedings are inherently uncertain, and material adverse outcomes are reasonably possible.

In addition, during the normal course of business, we may become subject to, and is presently involved in, legal proceedings, claims and litigation. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Accruals for loss contingencies are recorded when a loss is probable, and the amount of such loss can be reasonably estimated.

Revenue

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

9. Revenue

Revenue consisted of the following:


	Three Months Ended March 31,
(in thousands)	2022		2021
Prescription transactions revenue	$	155,507	$	134,061
Subscription revenue (1)		19,110		12,007
Pharma manufacturer solutions revenue (2)		23,469		9,369
Other revenue		5,243		4,994
Total revenue	$	203,329	$	160,431

(1)

Represents revenue from our Gold and Kroger Savings subscription offerings. Subscription revenue is disclosed separately from other revenue beginning in the second quarter of 2021. Prior period amounts have been recast to conform with the current period presentation.

(2)

Represents revenue from pharma manufacturers and other customers for advertising, including integrating onto our platform their affordability solutions to our consumers. Pharma manufacturer solutions revenue is disclosed separately from other revenue beginning in the first quarter of 2022. Prior period amounts have been recast to conform with the current period presentation.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

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+ Details

Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stockholders Equity

10. Stockholders' Equity

On February 23, 2022, our board of directors authorized the repurchase of up to an aggregate of $250.0 million of our Class A common stock through February 23, 2024 (the "repurchase program"). Repurchases under the repurchase program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares under this authorization. This repurchase program does not obligate us to acquire any particular amount of Class A common stock and may be modified, suspended or terminated at any time at the discretion of our board of directors.

During the three months ended March 31, 2022, we repurchased and retired 5.6 million shares of our Class A common stock for an aggregate purchase price of $83.8 million under the repurchase program. We had $166.2 million available for future repurchases of our Class A common stock under the repurchase program as of March 31, 2022.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

11. Stock-Based Compensation

Stock Options

A summary of the stock option activity is as follows:


						Weighted
				Weighted		Average
				Average		Remaining	Aggregate
				Exercise		Contractual	Intrinsic
(in thousands, except per share amounts and term information)	Shares			Price		Term	Value
Outstanding at December 31, 2021		13,568		$	7.55	7.3 years	$	341,929
Granted		1,163			17.17
Exercised		(749	)		4.94
Expired / Cancelled / Forfeited		(281	)		16.80
Outstanding at March 31, 2022		13,701		$	8.32	7.0 years	$	165,307
Exercisable at March 31, 2022		7,139		$	5.80	6.0 years	$	101,277

The weighted-average grant date fair value per share of stock options granted for the three months ended March 31, 2022 was $10.92.

For the three months ended March 31, 2022 and 2021, the stock-based compensation expense related to stock options was $2.0 million and $4.2 million, respectively. At March 31, 2022, there was $31.7 million of total unrecognized stock-based compensation cost related to stock options, which is expected to be recognized over a weighted average remaining service period of 2.0 years.

Restricted Stock Awards and Restricted Stock Units

A summary of the Restricted Stock Awards and Restricted Stock Units (“RSUs”) activity is as follows:


	Restricted		Restricted Stock Units for Class A			Restricted Stock Units for Class B			Weighted Average
	Stock		Common			Common			Grant Date
(in thousands, except per share amounts)	Awards		Stock			Stock			Fair Value
Nonvested restricted stock awards or restricted stock units at December 31, 2021		939		4,431			5,645		$	29.64
Granted		—		2,283			—			17.88
Vested		—		(309	)		(513	)		31.83
Forfeited		—		(201	)		—			38.32
Nonvested restricted stock awards or restricted stock units at March 31, 2022		939		6,204			5,132		$	27.15

Restricted Stock Units for Class A Common Stock

For the three months ended March 31, 2022 and 2021, the stock-based compensation expense related to RSUs for Class A common stock was $13.8 million and $11.8 million, respectively. At March 31, 2022, there was $166.2 million of total unrecognized stock-based compensation cost related to these RSUs, which is expected to be recognized over a weighted average remaining service period of 3.0 years.

Restricted Stock Units for Class B Common Stock

In September 2020, our board of directors granted RSUs covering an aggregate of 24.6 million shares of Class B common stock to our Co-Chief Executive Officers (the “Founders Awards”), subject to the completion of our IPO and continued employment through the applicable vesting dates. Each of our Co-Chief Executive Officers received (i) 8.2 million RSUs that vest based on the achievement of certain stock price goals (the “Performance-Vesting Founders Awards”) and (ii) 4.1 million RSUs that vest and settle in equal quarterly installments over four years, subject to certain vesting acceleration terms (the “Time-Vesting Founders Awards”). The grant date fair value of these awards was $533.3 million. All of the Performance-Vesting Founders Awards vested in 2020 and we settled 0.7 million RSUs at that time sufficient to satisfy certain tax withholding obligations due in the year of vesting. The remaining 15.7 million Performance-Vesting Founders Awards shares will not be settled until October 2023 or, if earlier, upon a change in control event, as defined in the RSU agreements governing the Founders Awards.

For the three months ended March 31, 2022 and 2021, the stock-based compensation expense related to the Time-Vesting Founders Awards was $13.9 million and $30.0 million, respectively. At March 31, 2022, there was $55.5 million of total unrecognized stock-based compensation cost related to the Time-Vesting Founders Awards, which is expected to be recognized over a weighted average remaining service period of 1.3 years.

Basic and Diluted (Loss) Earnings Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Basic and Diluted (Loss) Earnings Per Share

12. Basic and Diluted Earnings Per Share

The computation of earnings per share for the three months ended March 31, 2022 and 2021 is as follows:


	Three Months Ended March 31,
(in thousands, except per share amounts)	2022		2021
Numerator:
Net income	$	12,293	$	1,668
Denominator:
Weighted average shares - basic		414,739		406,170
Dilutive impact of stock options, restricted stock awards and restricted stock units		12,639		23,407
Weighted average shares - diluted		427,378		429,577
Earnings per share:
Basic	$	0.03	$	0.00
Diluted	$	0.03	$	0.00

The following weighted average potentially dilutive shares were excluded from the computation of diluted earnings per share for the periods presented because including them would have been antidilutive:


	Three Months Ended March 31,
(in thousands)	2022		2021
Stock options and restricted stock units		4,902		531

Subsequent Event

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Event

13. Subsequent Event

On April 14, 2022, we acquired all of the equity interests of vitaCare Prescription Services, Inc. (“vitaCare”), a wholly-owned subsidiary of TherapeuticsMD, Inc., for $150.0 million in cash paid at closing and contingent consideration of up to $7.0 million payable in cash based upon its achievement of certain specified revenue results through 2023. We also established a management incentive plan under which certain continuing vitaCare employees would be eligible to receive up to $10.0 million of additional compensation upon achievement of certain performance milestones. vitaCare is a prescription technology and service platform that simplifies the prescription fulfillment process for consumers taking brand medications by helping them gain access to therapies and stay on those therapies for as long as medically appropriate. The purpose of the acquisition is to strengthen and expand services currently available under our existing pharma manufacturer solutions platform.

The acquisition will be accounted for as a business combination under ASC 805, Business Combinations. The determination of the fair values of the acquired assets and assumed liabilities is incomplete due to the recent date of the acquisition.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021 and the related notes, which are included in our Annual Report on Form 10-K filed with the SEC on March 1, 2022 ("2021 10-K"). The December 31, 2021 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for three months ended March 31, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. Our significant accounting policies are discussed in “Note 2. Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included in our 2021 10-K. There have been no material changes in accounting policies during the three months ended March 31, 2022 from those disclosed in the notes to our consolidated financial statements included in our 2021 10-K.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial statements from their respective dates of acquisition.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements, including the accompanying notes. We base our estimates on historical factors, current circumstances, 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 could differ materially from these estimates, and such differences could affect the results of operations reported in future periods.
Certain Risks and Concentrations	Certain Risks and Concentrations Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. We have not experienced any losses in such accounts. We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, consisting of money market funds, of $772.5 million and $852.5 million at March 31, 2022 and December 31, 2021, respectively, 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 March 31, 2022, two customers accounted for approximately 13% and 10% of our revenue. For the three months ended March 31, 2021, four customers accounted for approximately 14%, 11%, 10% and 10% of our revenue. At March 31, 2022 and December 31, 2021, no customer accounted for more than 10% of our accounts receivable balance.
Cash, Cash Equivalents and Restricted Cash	Equity Investments We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant influence over operating and financial policies of the investees. The equity investments are accounted for under the measurement alternative in accordance with Accounting Standards Codification ("ASC") Topic 321, Investments – Equity Securities, which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. Equity investments included in other assets on our accompanying condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 were $19.0 million and $4.0 million, respectively. We did not recognize any changes resulting from observable price changes or impairment loss during the three months ended March 31, 2022.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. This ASU results in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC 606. The amendments in this ASU do not affect the accounting for other assets or liabilities that may arise from revenue contracts with customers in accordance with ASC 606, such as refund liabilities, or in a business combination, such as customer-related intangible assets and contract-based intangible assets. The new guidance is effective for us for annual and interim periods beginning after December 15, 2022. Early adoption of this ASU is permitted, including adoption in an interim period. This update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. We early adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The ASU applies only to contracts, hedging relationships and other transactions that reference LIBO Screen Rate or another reference rate expected to be discontinued because of the reference rate reform. The amendments in this ASU were effective upon issuance and may be applied through December 31, 2022. We adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our consolidated financial statements. We intend to apply this guidance for contract modifications related to the reference rate reform as they occur through December 31, 2022.

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2022

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


(in thousands)	March 31, 2022		December 31, 2021
Income taxes receivable	$	5,826	$	8,331
Prepaid expenses		20,189		21,307
Total prepaid expenses and other current assets	$	26,015	$	29,638

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


(in thousands)	March 31, 2022		December 31, 2021
Accrued bonus and other payroll related	$	10,213	$	24,031
Accrued marketing		8,479		15,493
Deferred revenue		10,319		6,869
Other accrued expenses		4,801		4,339
Total accrued expenses and other current liabilities	$	33,812	$	50,732

Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Debt

debt consisted of the following:


(in thousands)	March 31, 2022			December 31, 2021
Principal balance under First Lien Term Loan Facility	$	672,339		$	674,097
Less: Unamortized debt issuance costs and discounts		(10,465	)		(11,210	)
	$	661,874		$	662,887

Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Summary of Revenue

Revenue consisted of the following:


	Three Months Ended March 31,
(in thousands)	2022		2021
Prescription transactions revenue	$	155,507	$	134,061
Subscription revenue (1)		19,110		12,007
Pharma manufacturer solutions revenue (2)		23,469		9,369
Other revenue		5,243		4,994
Total revenue	$	203,329	$	160,431

(1)

(2)

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Summary of Stock Option Activity

A summary of the stock option activity is as follows:


						Weighted
				Weighted		Average
				Average		Remaining	Aggregate
				Exercise		Contractual	Intrinsic
(in thousands, except per share amounts and term information)	Shares			Price		Term	Value
Outstanding at December 31, 2021		13,568		$	7.55	7.3 years	$	341,929
Granted		1,163			17.17
Exercised		(749	)		4.94
Expired / Cancelled / Forfeited		(281	)		16.80
Outstanding at March 31, 2022		13,701		$	8.32	7.0 years	$	165,307
Exercisable at March 31, 2022		7,139		$	5.80	6.0 years	$	101,277

Summary of Restricted Stock Activity

A summary of the Restricted Stock Awards and Restricted Stock Units (“RSUs”) activity is as follows:


	Restricted		Restricted Stock Units for Class A			Restricted Stock Units for Class B			Weighted Average
	Stock		Common			Common			Grant Date
(in thousands, except per share amounts)	Awards		Stock			Stock			Fair Value
Nonvested restricted stock awards or restricted stock units at December 31, 2021		939		4,431			5,645		$	29.64
Granted		—		2,283			—			17.88
Vested		—		(309	)		(513	)		31.83
Forfeited		—		(201	)		—			38.32
Nonvested restricted stock awards or restricted stock units at March 31, 2022		939		6,204			5,132		$	27.15

Basic and Diluted (Loss) Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule Computation of (Loss) Earnings Per Share

The computation of earnings per share for the three months ended March 31, 2022 and 2021 is as follows:


	Three Months Ended March 31,
(in thousands, except per share amounts)	2022		2021
Numerator:
Net income	$	12,293	$	1,668
Denominator:
Weighted average shares - basic		414,739		406,170
Dilutive impact of stock options, restricted stock awards and restricted stock units		12,639		23,407
Weighted average shares - diluted		427,378		429,577
Earnings per share:
Basic	$	0.03	$	0.00
Diluted	$	0.03	$	0.00

Weighted-Average Potentially Dilutive Shares Were Excluded From Computation of Diluted (Loss) Earnings Per Share


	Three Months Ended March 31,
(in thousands)	2022		2021
Stock options and restricted stock units		4,902		531

Description of Business - Additional Information (Details)	3 Months Ended
	Mar. 31, 2022
Description Of Business [Line Items]
Entity incorporation month and year	2015-09

Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($) Customer	Mar. 31, 2021 Customer	Dec. 31, 2021 USD ($) Customer
Accounting Policies [Line Items]
Equity Method Investment, Ownership Percentage	20.00%
Equity investments included in other assets \| $	$ 19.0		$ 4.0
Money Market Funds \| Fair Value, Inputs, Level 1
Accounting Policies [Line Items]
Cash equivalents, fair value disclosure \| $	$ 772.5		$ 852.5
Customer Concentration Risk \| Revenue From Customer
Accounting Policies [Line Items]
Number of customers \| Customer	2	4
Customer Concentration Risk \| Customer One \| Revenue From Customer
Accounting Policies [Line Items]
Concentration risk percentage	13.00%	14.00%
Customer Concentration Risk \| Customer Two \| Revenue From Customer
Accounting Policies [Line Items]
Concentration risk percentage	10.00%	11.00%
Customer Concentration Risk \| Customer Three \| Revenue From Customer
Accounting Policies [Line Items]
Concentration risk percentage		10.00%
Customer Concentration Risk \| Customer Four \| Revenue From Customer
Accounting Policies [Line Items]
Concentration risk percentage		10.00%
Credit Concentration Risk \| Accounts Receivable
Accounting Policies [Line Items]
Number of customers \| Customer	0		0
Credit Concentration Risk \| Customer One \| Accounts Receivable
Accounting Policies [Line Items]
Concentration risk percentage	10.00%		10.00%

Business Combination - Additional Information (Details) $ in Millions	Feb. 18, 2022 USD ($)
flipMD, Inc
Business Acquisition [Line Items]
Business combination, consideration paid in cash	$ 7.0

Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Income taxes receivable	$ 5,826	$ 8,331
Prepaid expenses	20,189	21,307
Total prepaid expenses and other current assets	$ 26,015	$ 29,638

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued bonus and other payroll related	$ 10,213	$ 24,031
Accrued marketing	8,479	15,493
Deferred revenue	10,319	6,869
Other accrued expenses	4,801	4,339
Total accrued expenses and other current liabilities	$ 33,812	$ 50,732

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2020	Dec. 31, 2021
Payables and Accruals [Abstract]
Deferred revenue	$ 10,319		$ 6,869
Revenue recognized	$ 4,500	$ 4,300

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax rate	11.80%	115.30%
Unrecognized tax benefits			$ 14,800,000
Unrecognized tax benefits would impact the effective tax rate, if recognized			5,100,000
Unrecognized tax benefits would not impact the effective tax rate, if recognized			$ 9,700,000
Changes in unrecognized tax benefits	$ 0

Debt - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
First Lien Credit Agreement
Debt Instrument [Line Items]
Line of credit	$ 700,000
Frequency of interest payment	quarterly
Description of payments	The First Lien Term Loan Facility requires quarterly payments through September 2025, with any unpaid principal and interest due upon maturity in October 2025,
Covenant terms	As of March 31, 2022, we are subject to a financial covenant requiring maintenance of a Net Leverage Ratio not to exceed 8.2 to 1.0 and other nonfinancial covenants under the First Lien Credit Agreement. Additionally, GoodRx is restricted from making dividend payments, loans or advances to us. At March 31, 2022, we were in compliance with our covenants.
interest rate	3.39%	3.39%
Minimum \| First Lien Credit Agreement
Debt Instrument [Line Items]
Interest rate on used amounts	2.50%
Effective interest rate	2.75%
Interest rate on unused amounts	0.25%
Maximum net leverage ratio	8.20%
Maximum \| First Lien Credit Agreement
Debt Instrument [Line Items]
Effective interest rate	3.00%
Interest rate on unused amounts	0.50%
Maximum net leverage ratio	1.00%
First Lien Term Loan Facility \| First Lien Credit Agreement
Debt Instrument [Line Items]
Percentage of collateralized assets	100.00%
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit	$ 100,000
Line of credit maturity date	Oct. 11, 2024
Principal balance	$ 0
Letter of Credit
Debt Instrument [Line Items]
Line of credit	$ 9,200

Debt - Schedule of Debt (Details) - First Lien Credit Agreement [Member] - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Principal balance	$ 672,339	$ 674,097
Less: Unamortized debt issuance costs and discounts	(10,465)	(11,210)
Total debt	$ 661,874	$ 662,887

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Commitments and Contingencies - Additional Information (Details)	Apr. 08, 2021 Lawsuit
Purchase Commitment Excluding Longterm Commitment [Line Items]
Number of lawsuits	2

Revenue - Summary of Revenue (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Disaggregation Of Revenue [Line Items]

Revenue

$ 203,329

$ 160,431

Prescription Transactions Revenue

Disaggregation Of Revenue [Line Items]

Revenue

155,507

134,061

Subscription Revenue

Disaggregation Of Revenue [Line Items]

Revenue

^[1]

19,110

12,007

PharmaManufacturerSolutionsRevenueMember

Disaggregation Of Revenue [Line Items]

Revenue

^[2]

23,469

9,369

Other Revenue

Disaggregation Of Revenue [Line Items]

Revenue

$ 5,243

$ 4,994

[1]	Represents revenue from our Gold and Kroger Savings subscription offerings. Subscription revenue is disclosed separately from other revenue beginning in the second quarter of 2021. Prior period amounts have been recast to conform with the current period presentation.
[2]	Represents revenue from pharma manufacturers and other customers for advertising, including integrating onto our platform their affordability solutions to our consumers. Pharma manufacturer solutions revenue is disclosed separately from other revenue beginning in the first quarter of 2022. Prior period amounts have been recast to conform with the current period presentation.

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

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+ Details

Stockholders' Equity (Additional Information) (Details) - Common Class A [Member] - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2022	Feb. 23, 2022
Class of Stock [Line Items]
Stock repurchase, authorized amount		$ 250.0
Common stock repurchased and retired (in shares)	5.6
Common stock repurchased and retired	$ 83.8
Stock Repurchase Program, Available for Future Repurchases	$ 166.2

Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares outstanding, Beginning balance
Granted, shares	1,163
Exercised, shares	(749)
Expired / Cancelled / Forfeited, shares	(281)
Shares outstanding, Ending Balance	13,701	13,568
Exercisable, Ending Balance	7,139
Weighted Average Exercise Prices, Beginning balance
Weighted Average Exercise Prices, granted	$ 17.17
Weighted Average Exercise Prices, Exercised	4.94
Weighted Average Exercise Prices, Expired/ Cancelled/ Forfeited	16.80
Weighted Average Exercise Prices, Ending balance	8.32	$ 7.55
Weighted Average Exercise Prices, Exercisable, Ending Balance	$ 5.80
Weighted average remaining contractual term, Outstanding	7 years	7 years 3 months 18 days
Weighted average remaining contractual term, Exercisable	6 years
Aggregate Intrinsic Value, Outstanding	$ 165,307	$ 341,929
Aggregate Intrinsic Value, Exercisable	$ 101,277

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions			3 Months Ended			36 Months Ended
	Sep. 11, 2020	Sep. 11, 2020	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Oct. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average grant date fair value of stock options granted			$ 10.92
Weighted-average period over which cost is expected to be recognized			2 years
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted			1,163
Stock-based compensation expense			$ 2.0		$ 4.2
Unrecognized stock-based compensation cost			31.7
Restricted Stock Units ('RSUs') \| Common Class A
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense			$ 13.8		11.8
Weighted-average period over which cost is expected to be recognized			3 years
Unrecognized stock-based compensation cost			$ 166.2
Restricted Stock Units ('RSUs') \| Common Class B
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Grant date fair value		$ 533.3
Restricted Stock Units ('RSUs') \| Common Class B \| Co-Chief Executive Officers
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted shares granted		24,600
Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted shares granted			0
Restricted shares outstanding			939	939
Shares vested			0
Restricted Stock Units Performance Vesting Founders Awards \| Common Class B
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares for tax withholding obligations				700
Restricted Stock Units Performance Vesting Founders Awards \| Common Class B \| Forecast
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Remaining shares not issued until three years from vesting date						15,700
Restricted Stock Units Performance Vesting Founders Awards \| Common Class B \| Co-Chief Executive Officers
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares vested		8,200
Restricted Stock Units ("RSUs") Time-Vesting Founders Awards \| Common Class B
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense			$ 13.9		$ 30.0
Unrecognized stock-based compensation cost			$ 55.5
Weighted-average period over which cost is expected to be recognized			1 year 3 months 18 days
Restricted Stock Units ("RSUs") Time-Vesting Founders Awards \| Common Class B \| Co-Chief Executive Officers
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares vested and settled	4,100
Vesting period		4 years

Stock-Based Compensation - Summary of Restricted Stock Activity (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested restricted stock awards or restricted stock units, Beginning Balance	939
Granted	0
Vested	0
Forfeited	0
Nonvested restricted stock awards or restricted stock units, Ending Balance	939
Restricted Stock Units for Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested restricted stock awards or restricted stock units, Beginning Balance	4,431
Granted	2,283
Vested	(309)
Forfeited	(201)
Nonvested restricted stock awards or restricted stock units, Ending Balance	6,204
Restricted Stock Units for Class B Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested restricted stock awards or restricted stock units, Beginning Balance	5,645
Granted	0
Vested	(513)
Forfeited	0
Nonvested restricted stock awards or restricted stock units, Ending Balance	5,132
Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested restricted stock awards or restricted stock units, Weighted Average Grant Date Fair Value, Beginning Balance \| $ / shares	$ 29.64
Granted, Weighted Average Grant Date Fair Value \| $ / shares	17.88
Vested, Weighted Average Grant Date Fair Value \| $ / shares	31.83
Forfeited, Weighted Average Grant Date Fair Value \| $ / shares	38.32
Nonvested restricted stock awards or restricted stock units, Weighted Average Grant Date Fair Value, Ending Balance \| $ / shares	$ 27.15

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
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net income	$ 12,293	$ 1,668
Denominator:
Weighted average shares - basic	414,739	406,170
Dilutive impact of stock options, restricted stock awards and restricted stock units	12,639	23,407
Weighted average shares - diluted	427,378	429,577
Earnings per share:
Basic	$ 0.03	$ 0.00
Diluted	$ 0.03	$ 0.00

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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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
	Mar. 31, 2022	Mar. 31, 2021
Stock Options, Restricted Stock Awards and Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Stock options and restricted stock units	4,902	531

Subsequent Event - Additional Information (Details) - Subsequent Event - VitaCare Prescription Services $ in Millions	Apr. 14, 2022 USD ($)
Subsequent Event [Line Items]
Business combination, consideration paid in cash	$ 150.0
Contingent consideration payable	7.0
Compensation to employees based on performance	$ 10.0