0000950170-22-023383 | 10-Q | XBRL Viewer

Represents revenue from pharma manufacturers and other customers primarily 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.

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+ Details

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
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares outstanding, Beginning balance	15,921	13,701	13,568
Granted, shares	2,635	3,782	1,163
Exercised, shares	(245)	(1,176)	(749)
Expired / Cancelled / Forfeited, shares	(607)	(386)	(281)
Shares outstanding, Ending Balance	17,704	15,921	13,701	13,568
Exercisable, Ending Balance	7,492
Weighted Average Exercise Prices, Beginning balance	$ 8.26	$ 8.32	$ 7.55
Weighted Average Exercise Prices, granted	6.10	6.69	17.17
Weighted Average Exercise Prices, Exercised	5.18	3.49	4.94
Weighted Average Exercise Prices, Expired/ Cancelled/ Forfeited	11.70	9.47	16.80
Weighted Average Exercise Prices, Ending balance	7.86	$ 8.26	$ 8.32	$ 7.55
Weighted Average Exercise Prices, Exercisable, Ending Balance	$ 6.65
Weighted average remaining contractual term, Outstanding	7 years 10 months 24 days	7 years 10 months 24 days	7 years	7 years 3 months 18 days
Weighted average remaining contractual term, Exercisable	6 years 3 months 18 days
Aggregate Intrinsic Value, Outstanding	$ 5,395	$ 8,326	$ 165,307	$ 341,929
Aggregate Intrinsic Value, Exercisable	$ 5,395

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, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Stock Options, Restricted Stock Awards and Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Stock options and restricted stock units	34,755	28,267	28,540	2,171

Commitments and Contingencies - Additional Information (Details) $ in Millions	3 Months Ended
	Jun. 30, 2022 USD ($)	Apr. 08, 2021 Lawsuit
Purchase Commitment Excluding Longterm Commitment [Line Items]
Number of lawsuits \| Lawsuit		2
Reasonable estimate loss \| $	$ 2.8

Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - $ / shares shares in Thousands	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested restricted stock awards or restricted stock units, Beginning Balance	469	939	939
Granted	0		0
Vested	0	(470)	0
Forfeited	0		0
Nonvested restricted stock awards or restricted stock units, Ending Balance	469	469	939
Restricted Stock Units for Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested restricted stock awards or restricted stock units, Beginning Balance	13,442	6,204	4,431
Granted	8,080	8,256	2,283
Vested	(743)	(546)	(309)
Forfeited	(1,280)	(472)	(201)
Nonvested restricted stock awards or restricted stock units, Ending Balance	19,499	13,442	6,204
Restricted Stock Units for Class B Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested restricted stock awards or restricted stock units, Beginning Balance	4,619	5,132	5,645
Granted	0		0
Vested	(513)	(513)	(513)
Forfeited	0		0
Nonvested restricted stock awards or restricted stock units, Ending Balance	4,106	4,619	5,132
Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested restricted stock awards or restricted stock units, Weighted Average Grant Date Fair Value, Beginning Balance	$ 18.60	$ 27.15	$ 29.64
Granted, Weighted Average Grant Date Fair Value	6.18	6.80	17.88
Vested, Weighted Average Grant Date Fair Value	23.80	22.24	31.83
Forfeited, Weighted Average Grant Date Fair Value	16.97	22.91	38.32
Nonvested restricted stock awards or restricted stock units, Weighted Average Grant Date Fair Value, Ending Balance	$ 14.25	$ 18.60	$ 27.15

Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022 USD ($) Customer	Sep. 30, 2021 Customer	Sep. 30, 2022 USD ($) Customer	Sep. 30, 2021 Customer	Dec. 31, 2021 USD ($) Customer
Accounting Policies [Line Items]
Equity investments included in other assets \| $	$ 19.0		$ 19.0		$ 4.0
Minority Equity Interests
Accounting Policies [Line Items]
Equity Method Investment, Ownership Percentage	20.00%		20.00%
Money Market Funds \| Fair Value, Inputs, Level 1
Accounting Policies [Line Items]
Cash equivalents, fair value disclosure \| $	$ 642.5		$ 642.5		$ 852.5
Customer Concentration Risk \| Revenue From Customer
Accounting Policies [Line Items]
Number of customers \| Customer	1	2	1	3
Customer Concentration Risk \| Customer One \| Revenue From Customer
Accounting Policies [Line Items]
Concentration risk percentage	13.00%	14.00%	13.00%	13.00%
Customer Concentration Risk \| Customer Two \| Revenue From Customer
Accounting Policies [Line Items]
Concentration risk percentage		10.00%		12.00%
Customer Concentration Risk \| Customer Three \| 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%

Debt - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Fair value of debt	$ 633,700		$ 633,700
First Lien Credit Agreement
Debt Instrument [Line Items]
Line of credit	$ 700,000		$ 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,
Effective interest rate	5.50%	3.41%	4.31%	3.40%
Covenant terms			As of September 30, 2022, we are subject to a financial covenant requiring maintenance of a Net Leverage Ratio not to exceed 8.2 to 1.0 and other nonfinancial covenants under the First Lien Credit Agreement. Additionally, GoodRx is restricted from making dividend payments, loans or advances to us. At September 30, 2022, we are in compliance with our covenants.
Minimum \| First Lien Credit Agreement
Debt Instrument [Line Items]
Interest rate on used amounts			2.50%
Effective interest rate			2.75%
Interest rate on unused amounts			0.25%
Maximum net leverage ratio			8.20%
Maximum \| First Lien Credit Agreement
Debt Instrument [Line Items]
Effective interest rate			3.00%
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		$ 100,000
Line of credit maturity date			Oct. 11, 2024
Principal balance	0		$ 0
Letter of Credit
Debt Instrument [Line Items]
Line of credit	$ 9,200		$ 9,200

Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	82,333,000	85,028,000
Common stock, shares outstanding	82,333,000	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

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Summary of Acquisition Date Fair Value of Consideration Transferred

The components of the estimated purchase consideration for vitaCare are as follows:


(in thousands)
Cash	$	149,877
Fair value of contingent consideration payable		1,684
Fair value of contingent consideration receivable		(19,741	)
Total estimated purchase consideration	$	131,820

Summary of Allocation of Purchase Price

The preliminary allocation of the estimated purchase consideration for vitaCare is as follows:


(in thousands)
Accounts receivable	$	433
Prepaid expenses and other current assets		50
Property and equipment		255
Intangible assets		52,000
Accounts payable		(752	)
Accrued expenses and other current liabilities		(780	)
Goodwill		80,614
Total estimated purchase consideration	$	131,820

Summary of Identified Intangible Assets Acquired

The preliminary amounts assigned to the acquired intangible assets and their estimated useful lives are as follows:


(dollars in thousands)	Fair Value		Weighted Average Useful Life (in years)
Developed technology	$	30,000		5.0
Customer relationships		21,000		11.0
Tradename		1,000		3.0
	$	52,000		7.4

Summary of Reconciliation of Fair Value of the Contingent Consideration

The following table shows a reconciliation of the beginning and ending fair value of the contingent consideration receivable during the three and nine months ended September 30, 2022:


(in thousands)	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Beginning balance	$	19,632		$	—
vitaCare acquisition		—			19,741
Changes in fair value		(18,432	)		(18,541	)
Ending balance	$	1,200		$	1,200

Summary of Supplemental Unaudited Pro Forma Financial Information

The following table reflects the pro forma unaudited consolidated results of operations for the periods presented as if the acquisition of vitaCare had occurred on January 1, 2021.


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2022			2021			2022			2021
Pro forma revenue	$	187,318		$	195,299		$	583,016		$	532,784
Pro forma net loss		(41,734	)		(26,719	)		(38,929	)		(11,544	)

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Payables and Accruals [Abstract]
Deferred revenue	$ 10,998		$ 10,998		$ 6,869
Revenue recognized	$ 700	$ 800	$ 6,500	$ 6,500

Business Combinations - Summary of Identified Intangible Assets Acquired (Details) - VitaCare Prescription Services, Inc $ in Thousands	Apr. 14, 2022 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets acquired, Fair Value	$ 52,000
Finite lived intangible assets acquired, Estimated Useful Life	7 years 4 months 24 days
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets acquired, Fair Value	$ 30,000
Finite lived intangible assets acquired, Estimated Useful Life	5 years
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets acquired, Fair Value	$ 21,000
Finite lived intangible assets acquired, Estimated Useful Life	11 years
Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets acquired, Fair Value	$ 1,000
Finite lived intangible assets acquired, Estimated Useful Life	3 years

Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders Equity

10. Stockholders' Equity

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

During the three months ended September 30, 2022, we repurchased and retired 2.8 million shares of our Class A common stock for an aggregate purchase price of $18.0 million under the repurchase program. During the nine months ended September 30, 2022, we repurchased and retired 8.5 million shares of our Class A common stock for an aggregate purchase price of $101.7 million under the repurchase program. We have $148.3 million available for future repurchases of our Class A common stock under the repurchase program as of September 30, 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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+ Details

Description of Business

9 Months Ended

Sep. 30, 2022

Description Of Business [Abstract]

Description of Business

1. Description of Business

GoodRx Holdings, Inc. was incorporated in September 2015 and has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. GoodRx, Inc. (“GoodRx”), a Delaware corporation initially formed in September 2011, is a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned subsidiary of GoodRx Holdings, Inc.

GoodRx Holdings, Inc. and its subsidiaries (collectively, "we," "us" or "our") offer information and tools to help consumers compare prices and save on their prescription drug purchases. We operate a price comparison platform that provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices through our codes that can be used to save money on prescriptions across the United States. These services are free to consumers and we primarily earn revenue from our core business from pharmacy benefit managers ("PBMs") that manage formularies and prescription transactions including establishing pricing between consumers and pharmacies. We also offer other healthcare products and services, including subscriptions, pharma manufacturer solutions and telehealth services.

Revenue

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue

9. Revenue

Revenue consist of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Prescription transactions revenue	$	131,216	$	155,652	$	421,126	$	434,570
Subscription revenue		26,450		16,226		71,545		42,549
Pharma manufacturer solutions revenue (1)		24,499		18,548		74,519		41,060
Other revenue		5,153		4,676		15,255		13,989
Total revenue	$	187,318	$	195,102	$	582,445	$	532,168

(1)

- 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.

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

9 Months Ended

Sep. 30, 2022

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, 2022 and 2021 is as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share amounts)	2022			2021			2022			2021
Numerator:
Net (loss) income	$	(41,734	)	$	(18,069	)	$	(30,856	)	$	14,660
Denominator:
Weighted average shares - basic		412,956			411,223			413,254			408,604
Dilutive impact of stock options, restricted stock awards and restricted stock units		—			—			—			21,091
Weighted average shares - diluted		412,956			411,223			413,254			429,695
(Loss) earnings per share:
Basic	$	(0.10	)	$	(0.04	)	$	(0.07	)	$	0.04
Diluted	$	(0.10	)	$	(0.04	)	$	(0.07	)	$	0.03

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 September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Stock options, restricted stock awards and restricted stock units		34,755		28,267		28,540		2,171

Business Combinations - Summary of Acquisition Date Fair Value of Consideration Transferred (Details) - USD ($)		9 Months Ended
	Apr. 14, 2022	Sep. 30, 2022
Business Acquisition, Contingent Consideration [Line Items]
Cash	$ 150,000,000.0
Fair value of contingent consideration payable	7,000,000.0
VitaCare Prescription Services, Inc
Business Acquisition, Contingent Consideration [Line Items]
Cash		$ 149,877,000
Fair value of contingent consideration payable	1,684,000	0
Fair value of contingent consideration receivable	$ (19,741,000)
Total purchase consideration		$ 131,820,000

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, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net (loss) income	$ (41,734)	$ (1,415)	$ 12,293	$ (18,069)	$ 31,061	$ 1,668	$ (30,856)	$ 14,660
Denominator:
Weighted average shares - basic	412,956			411,223			413,254	408,604
Dilutive impact of stock options, restricted stock awards and restricted stock units	0			0			0	21,091
Weighted average shares - diluted	412,956			411,223			413,254	429,695
(Loss) Earnings Per Share:
Basic	$ (0.10)			$ (0.04)			$ (0.07)	$ 0.04
Diluted	$ (0.10)			$ (0.04)			$ (0.07)	$ 0.03

- 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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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Business Combinations - Summary of financial results from the acquisition date (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Revenue	$ 187,318			$ 195,102			$ 582,445	$ 532,168
Net loss	(41,734)	$ (1,415)	$ 12,293	$ (18,069)	$ 31,061	$ 1,668	(30,856)	$ 14,660
VitaCare Prescription Services, Inc
Business Acquisition [Line Items]
Revenue	$ 2,000						$ 3,400

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Stockholders' Equity - Additional Information (Details) - Common Class A [Member] - USD ($) shares in Millions, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Feb. 23, 2022
Class of Stock [Line Items]
Stock repurchase, authorized amount			$ 250.0
Common stock repurchased and retired (in shares)	2.8	8.5
Common stock repurchased and retired	$ 18.0	$ 101.7
Stock Repurchase Program, Available for Future Repurchases	$ 148.3	$ 148.3

Debt - Schedule of Debt (Details) - First Lien Credit Agreement [Member] - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Principal balance	$ 668,825	$ 674,097
Less: Unamortized debt issuance costs and discounts	(8,982)	(11,210)
Total debt	$ 659,843	$ 662,887

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Revenue (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Summary of Revenue

Revenue consist of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Prescription transactions revenue	$	131,216	$	155,652	$	421,126	$	434,570
Subscription revenue		26,450		16,226		71,545		42,549
Pharma manufacturer solutions revenue (1)		24,499		18,548		74,519		41,060
Other revenue		5,153		4,676		15,255		13,989
Total revenue	$	187,318	$	195,102	$	582,445	$	532,168

(1)

Business Combinations - Additional Information (Details) - USD ($)			3 Months Ended						9 Months Ended
	Apr. 14, 2022	Feb. 18, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Business combination, consideration paid in cash	$ 150,000,000.0
Revenue			$ 187,318,000			$ 195,102,000			$ 582,445,000	$ 532,168,000
Fair value of contingent consideration payable	$ 7,000,000.0
Change in fair value of contingent consideration payable									16,857,000	0
Prepaid expenses and other current assets			28,716,000						28,716,000		$ 29,638,000
Net (loss) income			(41,734,000)	$ (1,415,000)	$ 12,293,000	$ (18,069,000)	$ 31,061,000	$ 1,668,000	(30,856,000)	$ 14,660,000
flipMD, Inc
Business Acquisition [Line Items]
Business combination, consideration paid in cash		$ 7,000,000.0
VitaCare Prescription Services, Inc
Business Acquisition [Line Items]
Date of acquisition	Apr. 14, 2022
Business combination, consideration paid in cash									149,877,000
Revenue			2,000,000.0						3,400,000
Fair value of contingent consideration payable	$ 1,684,000		0						0
Fair value of the consideration transferred									131,820,000
Change in fair value of contingent consideration payable			$ 1,800,000						1,700,000
Business combination, annual minimum guaranteed payments									$ 66,300,000
Fair value of contingent consideration receivable	19,741,000
Business acquisition, Transaction costs	1,600,000
Compensation to employees based on performance	$ 10,000,000.0

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021 and the related notes, which are included in our Annual Report on Form 10-K filed with the SEC on March 1, 2022 ("2021 10-K"). The December 31, 2021 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. Our significant accounting policies are discussed in “Note 2. Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included in our 2021 10-K. There have been no material changes in accounting policies during the nine months ended September 30, 2022 from those disclosed in the notes to our consolidated financial statements included in our 2021 10-K.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial statements from their respective dates of acquisition.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements, including the accompanying notes. We base our estimates on historical factors; current circumstances, including the impact of a grocery chain that previously did not accept discounted pricing for a subset of drugs from our PBMs starting late in the first quarter of 2022 ("grocer issue"); consideration of the economic impact of COVID-19; and the experience and judgment of our management. We evaluate our estimates and assumptions on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of operations reported in future periods. Although the grocer issue was addressed in August 2022 and our discounted pricing is currently consistently welcomed at the point of sale by the grocery chain, the sustained effects of the grocer issue on our business, future results of operations and financial condition continue to be difficult to estimate because there are several variables that are highly uncertain including, among others, consumer response to updated consumer pricing and timing and extent of returning user levels that have yet to be determined.
Certain Risks and Concentrations	Certain Risks and Concentrations Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. We have not experienced any losses in such accounts. We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, consisting of money market funds, of $642.5 million and $852.5 million at September 30, 2022 and December 31, 2021, respectively, are classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally do not obtain or require collateral. For the three months ended September 30, 2022, one customer accounted for approximately 13% of our revenue. For the three months ended September 30, 2021, two customers accounted for approximately 14% and 10% of our revenue. For the nine months ended September 30, 2022, one customer accounted for approximately 13% of our revenue. For the nine months ended September 30, 2021, three customers accounted for approximately 13%, 12% and 10% of our revenue. At September 30, 2022 and December 31, 2021, no customer accounted for more than 10% of our accounts receivable balance.
Cash, Cash Equivalents and Restricted Cash	Equity Investments We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant influence over the 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 September 30, 2022 and December 31, 2021 are $19.0 million and $4.0 million, respectively. We did not recognize any changes resulting from observable price changes or impairment loss during the three and nine months ended September 30, 2022.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. This ASU results in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC 606. The amendments in this ASU do not affect the accounting for other assets or liabilities that may arise from revenue contracts with customers in accordance with ASC 606, such as refund liabilities, or in a business combination, such as customer-related intangible assets and contract-based intangible assets. The new guidance is effective for us for annual and interim periods beginning after December 15, 2022. Early adoption of this ASU is permitted, including adoption in an interim period. This update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. We early adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The ASU applies only to contracts, hedging relationships and other transactions that reference LIBO Screen Rate or another reference rate expected to be discontinued because of the reference rate reform. The amendments in this ASU were effective upon issuance and may be applied through December 31, 2022. We adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our consolidated financial statements. We intend to apply this guidance for contract modifications related to the reference rate reform as they occur through December 31, 2022. Recently Issued Accounting Pronouncements - Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("Topic 820"), which clarifies the guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The guidance is effective for annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the new guidance to our consolidated financial statements.

Income Taxes

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

6. Income Taxes

We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. Our estimated annual effective income tax rate is based on our estimated full year income or loss and the related income taxes for each jurisdiction in which we operate. This rate can be affected by estimates of full year pre-tax income or loss and permanent differences. In interim periods when a reliable estimate of the annual effective tax rate cannot be made, we calculate income taxes by applying the discrete effective tax rate method which treats the year-to-date period as if it were the annual period and determine the interim income taxes on that basis.

For the three and nine months ended September 30, 2022, we calculated interim income taxes by applying an estimated annual effective income tax rate to year-to-date income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. For the three and nine months ended September 30, 2021, we calculated interim income taxes by applying the discrete effective tax rate method because a reliable estimate of the annual effective tax rate could not be made due to forecasted level of profitability for the year and significant permanent differences that could result in wide variability in income tax expense or benefit and, hence, the estimated annual effective tax rate.

The effective income tax rate was (87.4%) and 1,766.9% for the three months ended September 30, 2022 and 2021, respectively. The effective income tax rate was (66.9%) and 191.4% for the nine months ended September 30, 2022 and 2021, 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, 2022 and 2021 are due to the effects of non-deductible officers’ stock-based compensation expense, state income taxes, benefits from research and development tax credits and excess tax benefits from our equity awards. The effective income tax rate for the three and nine months ended September 30, 2022 was further impacted by the valuation allowance on our net deferred tax assets.

We consider all available evidence, both positive and negative in assessing the extent to which a valuation allowance should be applied against our net deferred tax assets. Due to cumulative three-year pre-tax losses adjusted for permanent adjustments, primarily from substantial excess tax benefits realized mainly in 2021 from the exercise of stock options granted prior to our initial public offering ("IPO"), we maintain a full valuation allowance against our net deferred tax assets in excess of tax amortizable goodwill as of September 30, 2022.

Our judgment regarding the need of a valuation allowance may reasonably change in the next twelve months. The exact timing and amount of any release of the valuation allowance is subject to change depending on the level of tax profitability that we achieve, changes in tax laws or regulations, and price fluctuations of our Class A common stock and its related effects on future excess tax benefits from outstanding stock options.

As of December 31, 2021, we had unrecognized tax benefits of $14.8 million, of which approximately $5.1 million of unrecognized tax benefits, if recognized, would impact the effective income tax rate. The remaining $9.7 million of unrecognized tax benefits would not impact the effective income tax rate to the extent that we continue to maintain a full valuation allowance against our net deferred tax assets. There were no significant changes to our unrecognized tax benefits during the three and nine months ended September 30, 2022, and we do not expect to have any significant changes to unrecognized tax benefits through the end of 2022.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA contains a number of revisions to the Internal Revenue Code, including a 15% corporate minimum income tax and a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022. We are in the process of evaluating the provisions of the IRA, but we do not currently believe the IRA will have a material impact on our financial results.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Business Combinations - Summary of Reconciliation of Fair Value of the Contingent Consideration (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract]
Beginning balance	$ 19,632	$ 0
VitaCare acquisition	0	19,741
Changes in fair value	(18,432)	(18,541)
Ending balance	$ 1,200	$ 1,200

Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Debt

Our debt consists of the following:


(in thousands)	September 30, 2022			December 31, 2021
Principal balance under First Lien Term Loan Facility	$	668,825		$	674,097
Less: Unamortized debt issuance costs and discounts		(8,982	)		(11,210	)
	$	659,843		$	662,887

The estimated fair value of our debt approximated its carrying value as of December 31, 2021, and is approximately $633.7 million as of September 30, 2022. The estimated fair value is based on inputs categorized as Level 2 in the fair value hierarchy.

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Stock Option Activity

A summary of the stock option activity is as follows:


						Weighted
				Weighted		Average
				Average		Remaining	Aggregate
				Exercise		Contractual	Intrinsic
(in thousands, except per share amounts and term information)	Shares			Price		Term	Value
Outstanding at December 31, 2021		13,568		$	7.55	7.3 years	$	341,929
Granted		1,163			17.17
Exercised		(749	)		4.94
Expired / Cancelled / Forfeited		(281	)		16.80
Outstanding at March 31, 2022		13,701		$	8.32	7.0 years	$	165,307
Granted		3,782			6.69
Exercised		(1,176	)		3.49
Expired / Cancelled / Forfeited		(386	)		9.47
Outstanding at June 30, 2022		15,921		$	8.26	7.9 years	$	8,326
Granted		2,635			6.10
Exercised		(245	)		5.18
Expired / Cancelled / Forfeited		(607	)		11.70
Outstanding at September 30, 2022		17,704		$	7.86	7.9 years	$	5,395
Exercisable at September 30, 2022		7,492		$	6.65	6.3 years	$	5,395

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
Granted		—			8,256			—			6.80
Vested		(470	)		(546	)		(513	)		22.24
Forfeited		—			(472	)		—			22.91
Nonvested restricted stock awards or restricted stock units at June 30, 2022		469			13,442			4,619		$	18.60
Granted		—			8,080			—			6.18
Vested		—			(743	)		(513	)		23.80
Forfeited		—			(1,280	)		—			16.97
Nonvested restricted stock awards or restricted stock units at September 30, 2022		469			19,499			4,106		$	14.25

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


(in thousands)	September 30, 2022		December 31, 2021
Accrued bonus and other payroll related	$	21,900	$	24,031
Accrued marketing		16,683		15,493
Deferred revenue		10,998		6,869
Other accrued expenses		11,444		4,339
Total accrued expenses and other current liabilities	$	61,025	$	50,732

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Event

In May 2021, we entered into a noncancelable lease agreement with a third-party to lease additional office space that is adjacent to and expands our existing corporate headquarters in Santa Monica, California. The lease commenced on October 1, 2022, upon our access to the leased premises, and we expect to recognize an operating lease right-of-use asset and lease liability of approximately $20.0 million to $30.0 million as of that date. Given changes in our property needs since the date we executed this lease, we no longer plan to occupy this premise and are seeking to sublease the property. We expect to record an impairment charge during the fourth quarter of 2022 as rental rates have declined since the date the lease was executed. We are in the process of determining the amounts of the right-of-use asset and lease liability and impairment charge, if any, as it depends on our completion of a valuation, including our assessment of comparable lease rates.

Subsequent Events (Detail) - USD ($) $ in Thousands	Oct. 01, 2022	Sep. 30, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Operating lease right-of-use assets		$ 27,971	$ 27,705
Maximum \| Subsequent Event
Subsequent Event [Line Items]
Operating lease right-of-use assets	$ 30,000
Minimum \| Subsequent Event
Subsequent Event [Line Items]
Impairment charges	$ 20,000

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 728,786	$ 941,109
Accounts receivable, net	120,886	118,080
Prepaid expenses and other current assets	28,716	29,638
Total current assets	878,388	1,088,827
Property and equipment, net	22,287	21,612
Goodwill	415,256	329,696
Intangible assets, net	125,900	88,791
Capitalized software, net	71,299	44,987
Operating lease right-of-use assets	27,971	27,705
Other assets	25,958	6,007
Total assets	1,567,059	1,607,625
Current liabilities
Accounts payable	10,855	17,501
Accrued expenses and other current liabilities	61,025	50,732
Current portion of debt	7,029	7,029
Operating lease liabilities, current	6,057	5,851
Total current liabilities	84,966	81,113
Debt, net	652,814	655,858
Operating lease liabilities, net of current portion	32,551	33,592
Deferred tax liabilities, net	650	244
Other liabilities	7,675	5,138
Total liabilities	778,656	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 September 30, 2022 and December 31, 2021	0	0
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized, 82,333 and 85,028 shares issued and outstanding at September 30,2022 and December 31,2021 respectively; and Class B: 1,000,000 shares authorized, 313,732 and 315,534 shares issued and outstanding at September 30,2022 and December 31,2021, respectively	40	40
Additional paid-in capital	2,234,926	2,247,347
Accumulated deficit	(1,446,563)	(1,415,707)
Total stockholders' equity	788,403	831,680
Total liabilities and stockholders' equity	$ 1,567,059	$ 1,607,625

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Aside from the below, as of September 30, 2022, there are no material changes to our commitments and contingencies as disclosed in the notes to our consolidated financial statements included in our 2021 10-K.

Legal Contingencies

On December 18, 2020, R. Brian Terenzini, individually and on behalf of all others similarly situated, filed a class action lawsuit against us and certain of our executive officers in the United States District Court for the Central District of California (Case No. 2:20-cv-11444). On January 8, 2021, Bryan Kearney, individually and on behalf of all others similarly situated, also filed a class action lawsuit against us and certain of our executive officers in the United States District Court for the Central District of California (Case No. 2:21-cv-00175). The plaintiffs seek compensatory damages as well as interest, fees and costs. The complaints allege violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and assert that we failed to disclose to investors that Amazon.com, Inc. was developing its own mobile and online prescription medication ordering and fulfillment service that would compete directly with us. According to the complaints, when Amazon announced its competitor service, our stock price fell, causing investor losses. Lead plaintiff applications were submitted February 16, 2021, and on April 8, 2021, the court consolidated the two lawsuits under the caption In re GoodRx Holdings, Inc. (Case No. 2:20-cv-11444) and appointed Betty Kalmanson, Lawrence Kalmanson, Shawn Kalmanson, and Janice Kasbaum as Lead Plaintiffs. On June 7, 2021, Lead Plaintiffs filed a consolidated complaint containing substantially similar factual allegations as the prior complaints, but adding claims under Section 11 of the Securities Act of 1933. We filed a motion to dismiss the consolidated case on August 6, 2021, and Lead Plaintiffs subsequently filed an omnibus opposition to our motion to dismiss on October 5, 2021. We subsequently filed a reply in support of notice of motion and motion to dismiss. The court granted our motion to dismiss on January 2, 2022. The Lead Plaintiffs filed an amended complaint on February 7, 2022, and we filed a motion to dismiss the amended complaint on

March 10, 2022. The Lead Plaintiffs filed a response to file an opposition to our motion to dismiss the amended complaint on April 14, 2022 and we filed a response on May 4, 2022. On June 9, 2022, the court granted our motion; the complaint was dismissed with prejudice and the case was subsequently closed during the three months ended September 30, 2022.

On April 29, 2021, May 5, 2021 and September 15, 2021, Neesha Patel, Wayne Geist and Alan Pinyavat, respectively, each filed a derivative lawsuit purportedly on behalf of us against certain of our officers and directors in the United States District Court for the Central District of California (Case No. 2:21-cv-03671, Case No. 2:21-cv-03829 and Case No. 1:21-cv-01309, respectively). The plaintiffs 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. On August 12, 2022, Alan Pinyavat filed a notice of voluntary dismissal and the case was subsequently closed during the three months ended September 30, 2022. On August 24, 2022, the parties for the consolidated Patel and Geist case filed a joint stipulation to dismiss the consolidated case and the case was subsequently closed during the three months ended September 30, 2022.

Based upon information presently known to our management, we have not accrued a loss for the class action and derivative lawsuits described above as the possibility of loss is remote.

In March 2020, we received a letter from the Federal Trade Commission ("FTC") indicating its intent to investigate our privacy and security practices to determine whether such practices comply with Section 5 of the FTC Act. In April 2020, the FTC sent an initial request for information to us regarding our sharing of data regarding individuals’ use of our website, app and services with service providers, including Google and Facebook. Since April 2020, we have timely responded to the FTC’s information requests and follow-up questions. On October 14, 2021, staff at the FTC notified us that they intended to recommend that the agency pursue an enforcement action against us and certain of our officers and employees. On January 12, 2022, staff at the FTC sent us an initial draft complaint and consent order. Notwithstanding our belief that we have complied with applicable regulations and have meritorious defenses to any claims or assertions to the contrary, we are negotiating a settlement with the FTC in an effort to resolve all claims and allegations arising out of or relating to the FTC investigation. Settlement with the FTC, and/or related litigation with other parties, could include monetary costs and/or compliance requirements that impose costs to us. These costs may be material both individually and in the aggregate. Based on ongoing discussions with the FTC and ongoing settlement proposals, we have determined that a loss is probable and have accrued a reasonable estimate of the loss of $2.8 million during the second quarter of 2022, which is included as a component of accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheet as of September 30, 2022. While this amount represents our best judgment of the probable loss based on the information currently available to us, it is subject to significant judgments and estimates and numerous factors beyond our control, including without limitation the FTC’s position with respect to the ongoing settlement negotiations. No assurance can be given regarding the ultimate outcome of this matter. Actual loss can be significantly greater or less than our estimated accrual. In the event that the FTC investigation results in a settlement payment by us, or a judgment against us, in an amount significantly in excess of our accrual, the resulting liability could have a material adverse effect upon our financial condition, results of operations and liquidity.

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

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2022

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


(in thousands)	September 30, 2022		December 31, 2021
Income taxes receivable	$	2,164	$	8,331
Prepaid expenses		25,352		21,307
Contingent consideration receivable		1,200		—
Total prepaid expenses and other current assets	$	28,716	$	29,638

Description of Business - Additional Information (Details)	9 Months Ended
	Sep. 30, 2022
Description Of Business [Line Items]
Entity incorporation month and year	2015-09

Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Income taxes receivable	$ 2,164	$ 8,331
Prepaid expenses	25,352	21,307
Contingent consideration receivable	1,200	0
Total prepaid expenses and other current assets	$ 28,716	$ 29,638

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 01, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
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		82,458,058
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		313,731,628

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue	$ 187,318	$ 195,102	$ 582,445	$ 532,168
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below	17,395	11,271	47,719	32,789
Product development and technology	35,921	35,073	106,367	90,800
Sales and marketing	86,215	95,651	273,503	263,726
General and administrative	49,548	35,947	116,211	119,312
Depreciation and amortization	13,952	10,161	38,644	23,891
Total costs and operating expenses	203,031	188,103	582,444	530,518
Operating (loss) income	(15,713)	6,999	1	1,650
Other expense, net:
Interest income	(2,920)	(13)	(3,829)	(42)
Interest expense	9,478	5,928	22,316	17,739
Total other expense, net	6,558	5,915	18,487	17,697
(Loss) income before income taxes	(22,271)	1,084	(18,486)	(16,047)
Income tax (expense) benefit	(19,463)	(19,153)	(12,370)	30,707
Net (loss) income	$ (41,734)	$ (18,069)	$ (30,856)	$ 14,660
(Loss) earnings per share:
Basic	$ (0.10)	$ (0.04)	$ (0.07)	$ 0.04
Diluted	$ (0.10)	$ (0.04)	$ (0.07)	$ 0.03
Weighted average shares used in computing (loss) earnings per share:
Basic	412,956	411,223	413,254	408,604
Diluted	412,956	411,223	413,254	429,695
Cost of Sales
Stock-based compensation included in costs and operating expenses:
Total stock-based compensation	$ 136	$ 238	$ 190	$ 540
Research and Development Expense
Stock-based compensation included in costs and operating expenses:
Total stock-based compensation	8,029	10,333	25,327	26,656
Selling and Marketing Expense
Stock-based compensation included in costs and operating expenses:
Total stock-based compensation	4,766	5,638	15,999	16,158
General and Administrative Expense
Stock-based compensation included in costs and operating expenses:
Total stock-based compensation	$ 16,107	$ 23,771	$ 49,304	$ 83,828

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued bonus and other payroll related	$ 21,900	$ 24,031
Accrued marketing	16,683	15,493
Deferred revenue	10,998	6,869
Other accrued expenses	11,444	4,339
Total accrued expenses and other current liabilities	$ 61,025	$ 50,732

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2022

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


(in thousands)	September 30, 2022		December 31, 2021
Income taxes receivable	$	2,164	$	8,331
Prepaid expenses		25,352		21,307
Contingent consideration receivable		1,200		—
Total prepaid expenses and other current assets	$	28,716	$	29,638

Business Combinations

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Business Combinations

3. Business Combinations

vitaCare Prescription Services, Inc.

On April 14, 2022, we acquired all of the equity interests of vitaCare Prescription Services, Inc. (“vitaCare”) from TherapeuticsMD, Inc. (the "Seller"), the sole stockholder of vitaCare for an initial cash payment of approximately $150.0 million, subject to customary adjustments, and additional payment or adjustment for contingent consideration payable of up to $7.0 million in cash and contingent consideration receivable based upon vitaCare's achievement of certain specified revenue described further below. We incurred a total of $1.6 million of transaction costs associated with this acquisition during 2022 consisting primarily of professional fees which were expensed as incurred and included within general and administrative expenses of our condensed consolidated statement of operations. vitaCare is a prescription technology and service platform that simplifies the prescription fulfillment process for consumers taking brand medications by helping them gain access to therapies and stay on those therapies for as long as medically appropriate. The purpose of the acquisition was to strengthen and expand the services currently available under our existing pharma manufacturer solutions platform.

We accounted for the vitaCare acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations and recorded tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The estimated fair values of the acquired intangible assets are determined primarily by using a discounted cash flow method which is a non-recurring fair value measurement based on Level 3 inputs. Goodwill is measured as the excess of purchase consideration over the estimated fair value of tangible and intangible assets acquired and liabilities assumed. The goodwill recorded in connection with this acquisition primarily relates to the expected long-term synergies and other benefits from the acquisition, including the acquired assembled workforce, and is expected to be tax deductible. The acquisition date estimated fair values of the contingent consideration payable and receivable associated with the business combination are based on the amounts of the consideration expected to be transferred or received using significant inputs that are not observable in the market (Level 3 inputs). The contingent consideration payable and receivable are remeasured to their estimated fair values on a recurring basis. Changes in the estimated fair values of the contingent consideration payable and receivable, if any, are recorded within general and administrative expenses in our condensed consolidated statements of operations.

The acquisition method of accounting for vitaCare remains incomplete with respect to the acquired intangible assets, contingent consideration receivable and payable, as we continue to gather and evaluate information about circumstances that existed as of the acquisition date. The activities we are currently undertaking, include, but are not limited to, the following: review and evaluation of third-party valuations that assist us in determining the estimated fair values of the acquired intangible assets, contingent consideration receivable and payable, which have been measured based on preliminary estimates using assumptions that we believe are reasonable, utilizing information that is currently available. Measurement period adjustments, if any, will be recognized in the reporting period in which the adjustment amounts are determined within twelve months from the acquisition date.

We also established a management incentive plan under which certain continuing vitaCare employees are eligible to receive up to $10.0 million of additional cash compensation upon achievement of certain performance milestones through 2023. This management incentive plan has been accounted for separately from the business combination, excluded from the estimated purchase consideration, and is recognized as post-combination expense over the performance period to the extent the specified performance milestones are probable of being met.

The components of the estimated purchase consideration for vitaCare are as follows:


(in thousands)
Cash	$	149,877
Fair value of contingent consideration payable		1,684
Fair value of contingent consideration receivable		(19,741	)
Total estimated purchase consideration	$	131,820

The preliminary allocation of the estimated purchase consideration for vitaCare is as follows:


(in thousands)
Accounts receivable	$	433
Prepaid expenses and other current assets		50
Property and equipment		255
Intangible assets		52,000
Accounts payable		(752	)
Accrued expenses and other current liabilities		(780	)
Goodwill		80,614
Total estimated purchase consideration	$	131,820

The preliminary amounts assigned to the acquired intangible assets and their estimated useful lives are as follows:


(dollars in thousands)	Fair Value		Weighted Average Useful Life (in years)
Developed technology	$	30,000		5.0
Customer relationships		21,000		11.0
Tradename		1,000		3.0
	$	52,000		7.4

Contingent Consideration Payable - The contingent consideration payable of up to $7.0 million in cash is based upon vitaCare's achievement of certain specified revenue results through 2023 as stipulated by the purchase agreement. The estimated fair value of the contingent consideration payable is based on the present value of the expected future payments to be made to the Seller using an option pricing model. As of September 30, 2022, no future contingent payments are expected to be made to the Seller as vitaCare's achievement of the specified revenue results through 2023 are no longer probable of being met. The change in the fair value of the contingent consideration payable of approximately $1.8 million and $1.7 million for the three and nine months ended September 30, 2022, respectively, were recorded within general and administrative expenses in our accompanying condensed consolidated statements of operations.

Contingent Consideration Receivable - vitaCare entered into a commercial agreement with the Seller in connection with the acquisition. In accordance with the terms and conditions of the commercial agreement, the Seller is required to compensate vitaCare for certain pharmacy services over an initial 5-year term following the acquisition, with annual minimum guaranteed payments over the 5-year term totaling $66.3 million. The estimated fair value of the contingent consideration receivable at the acquisition date and as of June 30, 2022 were based on the present value of the expected future annual minimum guaranteed payments in excess of the estimated fair value of pharmacy services expected to be provided to the Seller for each respective year over the initial 5-year term and contains significant unobservable inputs (Level 3 inputs). Key inputs used in this estimate include projected revenue and a discount rate which incorporate the risk of achievement associated with the forecasts and the credit risk of the Seller. Significant changes in the projected revenue or discount rate would result in a significantly higher or lower fair value measurement. As of September 30, 2022, the fair value of the contingent consideration receivable was remeasured based on a probability weighting certain scenarios which incorporates the increased risk of collectability of the contingent consideration principally due to certain events that occurred during the three months ended September 30, 2022 with respect to the Seller's financing activities that we believe cast substantial doubt on the Seller's ability to pay. Scenarios in the fair value remeasurement include (i) the Seller is no longer able to pay the contingent consideration, and (ii) the Seller obtains sufficient funding to pay the obligations and achieves the projected revenue over the 5-year term. The key inputs used in this estimate are the probabilities applied to the above

two assumed scenarios. A significant change in the probability weighting would result in a significantly higher fair value measurement.

The following table shows a reconciliation of the beginning and ending fair value of the contingent consideration receivable during the three and nine months ended September 30, 2022:


(in thousands)	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Beginning balance	$	19,632		$	—
vitaCare acquisition		—			19,741
Changes in fair value		(18,432	)		(18,541	)
Ending balance	$	1,200		$	1,200

The following table reflects the pro forma unaudited consolidated results of operations for the periods presented as if the acquisition of vitaCare had occurred on January 1, 2021. The pro forma unaudited consolidated results of operations give effect to certain adjustments including: (i) transaction and severance costs incurred in connection with the acquisition; (ii) amortization expense related to the acquired intangible assets; and (iii) elimination of vitaCare's allocated interest expense related to the Seller's financing agreement whereby vitaCare was released from as guarantor upon the consummation of the acquisition. The pro forma unaudited consolidated results of operations are not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future operating results.


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2022			2021			2022			2021
Pro forma revenue	$	187,318		$	195,299		$	583,016		$	532,784
Pro forma net loss		(41,734	)		(26,719	)		(38,929	)		(11,544	)

vitaCare's revenue for the three and nine months ended September 30, 2022 of $2.0 million and $3.4 million, respectively, is included in our accompanying condensed consolidated statements of operations. Disclosure of the standalone earnings or loss of vitaCare is not practicable as expenses associated with significant back-office, product development and technology and go-to-market processes of the vitaCare business have been substantially integrated into our consolidated operations.

flipMD, Inc.

On February 18, 2022, we acquired all of the equity interests of flipMD, Inc. ("flipMD") for $7.0 million in cash, subject to customary closing adjustments. flipMD is a marketplace connecting practicing physicians with organizations seeking on-demand medical expertise and expands both our engagement with healthcare providers and services currently available under our existing pharma manufacturer solutions platform. Unaudited supplemental pro forma financial information and the revenue and earnings from the acquisition date through September 30, 2022 for the flipMD acquisition has not been presented because the effects are not material to our condensed consolidated financial statements.

The acquisition method of 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.

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions			3 Months Ended					9 Months Ended		36 Months Ended
	Sep. 11, 2020	Sep. 11, 2020	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Oct. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average grant date fair value of stock options granted			$ 4.24					$ 5.41
Weighted-average period over which cost is expected to be recognized								3 years
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted			2,635	3,782	1,163
Stock-based compensation expense			$ 3.2				$ 3.0	$ 8.8	$ 11.1
Unrecognized stock-based compensation cost			48.3					48.3
Restricted Stock Units ('RSUs') \| Common Class A
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense			15.1				16.5	44.6	40.6
Unrecognized stock-based compensation cost			$ 204.6					$ 204.6
Weighted-average period over which cost is expected to be recognized								3 years 6 months
Restricted Stock Units ('RSUs') \| Common Class B
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Grant date fair value	$ 533.3
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		0
Restricted shares outstanding			469	469	939	939		469
Shares vested			0	470	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			$ 10.2				$ 20.1	$ 36.0	$ 74.1
Unrecognized stock-based compensation cost			$ 33.4					$ 33.4
Weighted-average period over which cost is expected to be recognized								1 year 1 month 6 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

Basic and Diluted (Loss) Earnings Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Basic and Diluted (Loss) Earnings Per Share

12. Basic and Diluted (Loss) Earnings Per Share

The computation of (loss) earnings per share for the three and nine months ended September 30, 2022 and 2021 is as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share amounts)	2022			2021			2022			2021
Numerator:
Net (loss) income	$	(41,734	)	$	(18,069	)	$	(30,856	)	$	14,660
Denominator:
Weighted average shares - basic		412,956			411,223			413,254			408,604
Dilutive impact of stock options, restricted stock awards and restricted stock units		—			—			—			21,091
Weighted average shares - diluted		412,956			411,223			413,254			429,695
(Loss) earnings per share:
Basic	$	(0.10	)	$	(0.04	)	$	(0.07	)	$	0.04
Diluted	$	(0.10	)	$	(0.04	)	$	(0.07	)	$	0.03


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Stock options, restricted stock awards and restricted stock units		34,755		28,267		28,540		2,171

Income Taxes - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended
	Aug. 16, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Income tax rate		87.40%	1766.90%	66.90%	191.40%
Unrecognized tax benefits						$ 14,800,000
Unrecognized tax benefits would impact the effective tax rate, if recognized						5,100,000
Unrecognized tax benefits would not impact the effective tax rate, if recognized						$ 9,700,000
Changes in unrecognized tax benefits		$ 0		$ 0
Inflation Reduction Act of 2022 [Member]
Operating Loss Carryforwards [Line Items]
Corporate Income Tax Percentage	15.00%
Excise Tax On Corporate Stock Repurchase Percent	1.00%

Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Debt

7. Debt

We have a term loan with an original principal amount of $700.0 million (the “First Lien Term Loan Facility”) under our first lien credit agreement (the “First Lien Credit Agreement”) obtained through our wholly owned subsidiary, GoodRx, as borrower and collateralized by substantially all of our assets and 100% of the equity of GoodRx. The First Lien Term Loan Facility requires quarterly payments through September 2025, with any unpaid principal and interest due upon maturity in October 2025, and bears interest at a rate per annum equal to the LIBO Screen Rate plus a variable margin ranging from 2.75% to 3.00%. The effective interest rate on the First Lien Term Loan Facility for the three months ended September 30, 2022 and 2021 was 5.50% and 3.41%, respectively. The effective interest rate on the First Lien Term Loan Facility for the nine months ended September 30, 2022 and 2021 was 4.31% and 3.40%, respectively.

We also have a line of credit with a maximum principal amount of $100.0 million (the “Revolving Credit Facility”) which matures in October 2024 and bears interest at LIBO Screen Rate plus rates ranging from 2.50% to 3.00% on used amounts and 0.25% to 0.50% on unused amounts. There are no borrowings outstanding as of September 30, 2022. The outstanding letters of credit issued total $9.2 million as of September 30, 2022, which reduce our available borrowings under the Revolving Credit Facility.

Our debt consists of the following:


(in thousands)	September 30, 2022			December 31, 2021
Principal balance under First Lien Term Loan Facility	$	668,825		$	674,097
Less: Unamortized debt issuance costs and discounts		(8,982	)		(11,210	)
	$	659,843		$	662,887

As of September 30, 2022, we are subject to a financial covenant requiring maintenance of a Net Leverage Ratio not to exceed 8.2 to 1.0 and other nonfinancial covenants under the First Lien Credit Agreement. Additionally, GoodRx is restricted from making dividend payments, loans or advances to us. At September 30, 2022, we are 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021 and the related notes, which are included in our Annual Report on Form 10-K filed with the SEC on March 1, 2022 ("2021 10-K"). The December 31, 2021 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. Our significant accounting policies are discussed in “Note 2. Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included in our 2021 10-K. There have been no material changes in accounting policies during the nine months ended September 30, 2022 from those disclosed in the notes to our consolidated financial statements included in our 2021 10-K. Principles of Consolidation The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial statements from their respective dates of acquisition. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements, including the accompanying notes. We base our estimates on historical factors; current circumstances, including the impact of a grocery chain that previously did not accept discounted pricing for a subset of drugs from our PBMs starting late in the first quarter of 2022 ("grocer issue"); consideration of the economic impact of COVID-19; and the experience and judgment of our management. We evaluate our estimates and assumptions on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of operations reported in future periods. Although the grocer issue was addressed in August 2022 and our discounted pricing is currently consistently welcomed at the point of sale by the grocery chain, the sustained effects of the grocer issue on our business, future results of operations and financial condition continue to be difficult to estimate because there are several variables that are highly uncertain including, among others, consumer response to updated consumer pricing and timing and extent of returning user levels that have yet to be determined. Certain Risks and Concentrations Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. We have not experienced any losses in such accounts. We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, consisting of money market funds, of $642.5 million and $852.5 million at September 30, 2022 and December 31, 2021, respectively, are classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally do not obtain or require collateral. For the three months ended September 30, 2022, one customer accounted for approximately 13% of our revenue. For the three months ended September 30, 2021, two customers accounted for approximately 14% and 10% of our revenue. For the nine months ended September 30, 2022, one customer accounted for approximately 13% of our revenue. For the nine months ended September 30, 2021, three customers accounted for approximately 13%, 12% and 10% of our revenue. At September 30, 2022 and December 31, 2021, no customer accounted for more than 10% of our accounts receivable balance. Equity Investments We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant influence over the 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 September 30, 2022 and December 31, 2021 are $19.0 million and $4.0 million, respectively. We did not recognize any changes resulting from observable price changes or impairment loss during the three and nine months ended September 30, 2022. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. This ASU results in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC 606. The amendments in this ASU do not affect the accounting for other assets or liabilities that may arise from revenue contracts with customers in accordance with ASC 606, such as refund liabilities, or in a business combination, such as customer-related intangible assets and contract-based intangible assets. The new guidance is effective for us for annual and interim periods beginning after December 15, 2022. Early adoption of this ASU is permitted, including adoption in an interim period. This update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. We early adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The ASU applies only to contracts, hedging relationships and other transactions that reference LIBO Screen Rate or another reference rate expected to be discontinued because of the reference rate reform. The amendments in this ASU were effective upon issuance and may be applied through December 31, 2022. We adopted this guidance on January 1, 2022, and the adoption did not have a material impact to our consolidated financial statements. We intend to apply this guidance for contract modifications related to the reference rate reform as they occur through December 31, 2022. Recently Issued Accounting Pronouncements - Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("Topic 820"), which clarifies the guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The guidance is effective for annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the new guidance to our consolidated financial statements.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net (loss) income	$ (30,856)	$ 14,660
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	38,644	23,891
Amortization of debt issuance costs	2,562	2,586
Non-cash operating lease expense	2,314	2,451
Stock-based compensation expense	90,820	127,182
Change in fair value of contingent consideration	16,857	0
Deferred income taxes	(141)	(33,217)
Loss on abandonment of operating lease assets	0	1,430
Changes in operating assets and liabilities, net of effects of business acquisitions
Accounts receivable	(2,370)	(24,380)
Prepaid expenses and other assets	(3,137)	5,696
Accounts payable	(8,011)	4,322
Accrued expenses and other current liabilities	9,097	5,311
Operating lease liabilities	(3,415)	(1,501)
Other liabilities	2,537	538
Net cash provided by operating activities	114,901	128,969
Cash flows from investing activities
Purchase of property and equipment	(3,817)	(3,764)
Acquisitions, net of cash acquired	(156,853)	(140,268)
Capitalized software	(36,107)	(21,434)
Investment in minority equity interest	(15,007)	(4,008)
Net cash used in investing activities	(211,784)	(169,474)
Cash flows from financing activities
Payments on long-term debt	(5,272)	(5,272)
Payment for contingent consideration	0	(832)
Repurchases of Class A common stock	(101,721)	0
Proceeds from exercise of stock options	9,110	29,715
Employee taxes paid related to net share settlement of equity awards	(17,557)	(42,674)
Net cash used in financing activities	(115,440)	(19,063)
Net change in cash, cash equivalents and restricted cash	(212,323)	(59,568)
Cash, cash equivalents and restricted cash
Beginning of period	941,109	971,591
End of period	728,786	912,023
Non cash investing and financing activities
Right-of-use assets obtained in exchange for new operating lease liabilities	2,311	523
Stock-based compensation included in capitalized software	$ 6,958	$ 6,031

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


(in thousands)	September 30, 2022		December 31, 2021
Accrued bonus and other payroll related	$	21,900	$	24,031
Accrued marketing		16,683		15,493
Deferred revenue		10,998		6,869
Other accrued expenses		11,444		4,339
Total accrued expenses and other current liabilities	$	61,025	$	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 September 30, 2022 will be recognized as revenue within the subsequent twelve months. Of the $6.9 million of deferred revenue at December 31, 2021, $0.7 million and $6.5 million were recognized as revenue during the three and nine months ended September 30, 2022, respectively. Revenue recognized during the three and nine months ended September 30, 2021 of $0.8 million and $6.5 million, respectively, was included as deferred revenue at December 31, 2020.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

11. Stock-Based Compensation

Stock Options

A summary of the stock option activity is as follows:


						Weighted
				Weighted		Average
				Average		Remaining	Aggregate
				Exercise		Contractual	Intrinsic
(in thousands, except per share amounts and term information)	Shares			Price		Term	Value
Outstanding at December 31, 2021		13,568		$	7.55	7.3 years	$	341,929
Granted		1,163			17.17
Exercised		(749	)		4.94
Expired / Cancelled / Forfeited		(281	)		16.80
Outstanding at March 31, 2022		13,701		$	8.32	7.0 years	$	165,307
Granted		3,782			6.69
Exercised		(1,176	)		3.49
Expired / Cancelled / Forfeited		(386	)		9.47
Outstanding at June 30, 2022		15,921		$	8.26	7.9 years	$	8,326
Granted		2,635			6.10
Exercised		(245	)		5.18
Expired / Cancelled / Forfeited		(607	)		11.70
Outstanding at September 30, 2022		17,704		$	7.86	7.9 years	$	5,395
Exercisable at September 30, 2022		7,492		$	6.65	6.3 years	$	5,395

The weighted average grant date fair value per share of stock options granted for the three and nine months ended September 30, 2022 was $4.24 and $5.41, respectively.

For the three months ended September 30, 2022 and 2021, the stock-based compensation expense related to stock options was $3.2 million and $3.0 million, respectively. For the nine months ended September 30, 2022 and 2021, the stock-based compensation expense related to stock options was $8.8 million and $11.1 million, respectively. At September 30, 2022, there is $48.3 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 3.0 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
Granted		—			8,256			—			6.80
Vested		(470	)		(546	)		(513	)		22.24
Forfeited		—			(472	)		—			22.91
Nonvested restricted stock awards or restricted stock units at June 30, 2022		469			13,442			4,619		$	18.60
Granted		—			8,080			—			6.18
Vested		—			(743	)		(513	)		23.80
Forfeited		—			(1,280	)		—			16.97
Nonvested restricted stock awards or restricted stock units at September 30, 2022		469			19,499			4,106		$	14.25

Restricted Stock Units for Class A Common Stock

For the three months ended September 30, 2022 and 2021, the stock-based compensation expense related to RSUs for Class A common stock was $15.1 million and $16.5 million, respectively. For the nine months ended September 30, 2022 and 2021, the stock-based compensation expense related to RSUs for Class A common stock was $44.6 million and $40.6 million, respectively. At September 30, 2022, there is $204.6 million of total unrecognized stock-based compensation cost related to these RSUs, which is expected to be recognized over a weighted average remaining service period of 3.5 years.

Restricted Stock Units for Class B Common Stock

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

For the three months ended September 30, 2022 and 2021, the stock-based compensation expense related to the Time-Vesting Founders Awards was $10.2 million and $20.1 million, respectively. For the nine months ended September 30, 2022 and 2021, the stock-based compensation expense related to the Time-Vesting Founders Awards was $36.0 million and $74.1 million, respectively. At September 30, 2022, there is $33.4 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 1.1 years.

Business Combinations - Summary of Allocation of Purchase Price (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Apr. 14, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 415,256		$ 329,696
VitaCare Prescription Services, Inc
Business Acquisition [Line Items]
Accounts receivable		$ 433
Prepaid expenses and other current assets		50
Property and equipment		255
Intangible assets		52,000
Accounts payable		(752)
Accrued expenses and other current liabilities		(780)
Goodwill		80,614
Total purchase consideration		$ 131,820

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Class A and Class B Common Stock	Common Stock Class A and Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance at Dec. 31, 2020	$ 711,359		$ 39	$ 2,101,773	$ (1,390,453)
Beginning balance at Dec. 31, 2020		391,660,000
Stock options exercised	2,680			2,680
Stock options exercised, Shares		513,000
Stock-based compensation	48,254			48,254
Vesting of restricted stock awards, Shares		608,000
Common stock withheld for tax obligations and net settlement	(14,902)			(14,902)
Common stock withheld for tax obligations and net settlement, Shares		(324,000)
Net (loss) income	1,668				1,668
Ending balance at Mar. 31, 2021	749,059		39	2,137,805	(1,388,785)
Ending balance at Mar. 31, 2021		392,457,000
Beginning balance at Dec. 31, 2020	711,359		39	2,101,773	(1,390,453)
Beginning balance at Dec. 31, 2020		391,660,000
Net (loss) income	14,660
Ending balance at Sep. 30, 2021	846,396		39	2,222,150	(1,375,793)
Ending balance at Sep. 30, 2021		398,681,000
Beginning balance at Mar. 31, 2021	749,059		39	2,137,805	(1,388,785)
Beginning balance at Mar. 31, 2021		392,457,000
Stock options exercised	13,291			13,291
Stock options exercised, Shares		2,609,000
Stock-based compensation	42,366			42,366
Vesting of restricted stock awards, Shares		631,000
Common stock withheld for tax obligations and net settlement	(11,383)			(11,383)
Common stock withheld for tax obligations and net settlement, Shares		(304,000)
Net (loss) income	31,061				31,061
Ending balance at Jun. 30, 2021	824,394		39	2,182,079	(1,357,724)
Ending balance at Jun. 30, 2021		395,393,000
Stock options exercised	14,135			14,135
Stock options exercised, Shares		2,733,000
Stock-based compensation	42,593			42,593
Vesting of restricted stock awards, Shares		985,000
Common stock withheld for tax obligations and net settlement	(16,657)			(16,657)
Common stock withheld for tax obligations and net settlement, Shares		(430,000)
Net (loss) income	(18,069)				(18,069)
Ending balance at Sep. 30, 2021	846,396		39	2,222,150	(1,375,793)
Ending balance at Sep. 30, 2021		398,681,000
Ending balance at Dec. 31, 2021	831,680		40	2,247,347	(1,415,707)
Ending balance at Dec. 31, 2021		400,562,000
Stock options exercised	3,699			3,699
Stock options exercised, Shares		749,000
Stock-based compensation	32,161			32,161
Vesting of restricted stock awards, Shares		822,000
Common stock withheld for tax obligations and net settlement	(9,561)			(9,561)
Common stock withheld for tax obligations and net settlement, Shares		(364,000)
Repurchases of Class A common stock	(83,765)			(83,765)
Repurchases of Class A common stock, shares		(5,637,000)
Net (loss) income	12,293				12,293
Ending balance at Mar. 31, 2022	786,507		40	2,189,881	(1,403,414)
Ending balance at Mar. 31, 2022		396,132,000
Beginning balance at Dec. 31, 2021	831,680		40	2,247,347	(1,415,707)
Beginning balance at Dec. 31, 2021		400,562,000
Net (loss) income	(30,856)
Ending balance at Sep. 30, 2022	788,403		40	2,234,926	(1,446,563)
Ending balance at Sep. 30, 2022		396,065,000
Beginning balance at Mar. 31, 2022	786,507		40	2,189,881	(1,403,414)
Beginning balance at Mar. 31, 2022		396,132,000
Stock options exercised	4,109			4,109
Stock options exercised, Shares		1,176,000
Stock-based compensation	33,466			33,466
Vesting of restricted stock awards, Shares		1,059,000
Common stock withheld for tax obligations and net settlement	(4,727)			(4,727)
Common stock withheld for tax obligations and net settlement, Shares		(459,000)
Net (loss) income	(1,415)				(1,415)
Ending balance at Jun. 30, 2022	817,940		40	2,222,729	(1,404,829)
Ending balance at Jun. 30, 2022		397,908,000
Stock options exercised	1,271			1,271
Stock options exercised, Shares		245,000
Stock-based compensation	32,151			32,151
Vesting of restricted stock awards, Shares		1,256,000
Common stock withheld for tax obligations and net settlement	(3,269)			(3,269)
Common stock withheld for tax obligations and net settlement, Shares		(525,000)
Repurchases of Class A common stock	(17,956)			(17,956)
Repurchases of Class A common stock, shares		(2,819,000)
Net (loss) income	(41,734)				(41,734)
Ending balance at Sep. 30, 2022	$ 788,403		$ 40	$ 2,234,926	$ (1,446,563)
Ending balance at Sep. 30, 2022		396,065,000

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, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition, Pro Forma Information [Abstract]
Pro forma revenue	$ 187,318	$ 195,299	$ 583,016	$ 532,784
Pro forma net income	$ (41,734)	$ (26,719)	$ (38,929)	$ (11,544)