You should read the following discussion and analysis of our financial condition
and results of operations together with our condensed consolidated financial
statements and related notes included elsewhere in this Quarterly Report on Form
10-Q, as well as Part II, Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operation" and Part II, Item 8, "Financial
Statements and Supplementary Data" included in our 2020 10-K filed with the
Glossary of Selected Terminology
As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:
• "we," "us," "our," the "Company," "GoodRx ," and similar references refer toGoodRx Holdings, Inc. and its consolidated subsidiaries. • "Co-Founders" refers toTrevor Bezdek andDouglas Hirsch , our Co-Chief Executive Officers and members of our board of directors. • "consumers" refer to the general population inthe United States that uses or otherwise purchases healthcare products and services. References to "our consumers" or "GoodRx consumers" refer to consumers that have used one or more of our offerings. • "discounted price" refers to a price for a prescription provided on our platform that represents a negotiated rate provided by one of our PBM partners at a retail pharmacy. Through our platform, our discounted prices are free to access for consumers by saving aGoodRx code to their mobile device for their selected prescription and presenting it at the chosen pharmacy. The term "discounted price" excludes prices we may otherwise source, such as prices from patient assistance programs for low-income individuals and Medicare prices, and any negotiated rates offered through our subscription offerings: GoodRx Gold ("Gold"), andKroger Rx Savings Club powered byGoodRx ("Kroger Savings"). • "GoodRx code" refers to codes that can be accessed by our consumers through our apps or websites or that can be provided to our consumers directly by healthcare professionals, including physicians and pharmacists, that allow our consumers free access to our discounted prices or a lower list price for their prescriptions when such code is presented at their chosen pharmacy. • "Monthly Active Consumers" refers to the number of unique consumers who have used aGoodRx code to purchase a prescription medication in a given calendar month and have saved money compared to the list price of the medication. A unique consumer who uses aGoodRx code more than once in a calendar month to purchase prescription medications is only counted as one Monthly Active Consumer in that month. A unique consumer who uses aGoodRx code in two or three calendar months within a quarter will be counted as a Monthly Active Consumer in each such month. Monthly Active Consumers do not include subscribers to our subscription offerings, consumers of our pharmaceutical manufacturer solutions offering, or consumers who used our telehealth offerings. When presented for a period longer than a month, Monthly Active Consumers is averaged over the number of calendar months in such period. Monthly Active Consumers from acquired companies are only included beginning in the first full quarter following the acquisition. • "PBM" refers to a pharmacy benefit manager. PBMs aggregate demand to negotiate prescription medication prices with pharmacies and pharmaceutical manufacturers. PBMs find most of their demand through relationships with insurance companies and employers. However, nearly all PBMs also have consumer direct or cash network pricing that they negotiate with pharmacies for consumers who choose to purchase prescriptions outside of insurance. • "savings," "saved" and similar references refer to the difference between the list price for a particular prescription at a particular pharmacy and the price paid by theGoodRx consumer for that prescription utilizing aGoodRx code available through our platform at that same pharmacy. In certain circumstances, we may show a list price on our platform when such list price is lower than the negotiated price available using aGoodRx code and, in certain circumstances, a consumer may use aGoodRx code and pay the list price at a pharmacy if such list price is lower than the negotiated price available using aGoodRx code. We do not earn revenue from such transactions, but our savings calculation includes an estimate of the savings achieved by the consumer because our platform has directed the consumer to the pharmacy with the low list price. This estimate of savings when the consumer pays the list price is based on internal data and is calculated as the difference between the average list price across all pharmacies whereGoodRx consumers paid the list price and the average list price paid by consumers in the pharmacies to which we directed them. We do not calculate savings based on insurance prices as we do not have information about a consumer's specific coverage or price. We do not believe savings are representative or indicative of our revenue or results of operations. 16
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• "Silver Lake Partners " refers to investment funds associated withSilver Lake Partners , includingSLP Geology Aggregator, L.P.
Certain monetary amounts, percentages, and other figures included in this
Quarterly Report on Form 10-Q have been subject to rounding adjustments.
Percentage amounts included in this Quarterly Report on Form 10-Q have not in
all cases been calculated on the basis of such rounded figures, but on the basis
of such amounts prior to rounding. For this reason, percentage amounts in this
Quarterly Report on Form 10-Q may vary from those obtained by performing the
same calculations using the figures in our condensed consolidated financial
statements included elsewhere in this Quarterly Report on Form 10-
Overview
Our mission is to help Americans get the healthcare they need at a price they
can afford. To achieve this, we are building the leading, consumer-focused
digital healthcare platform in
Healthcare consumers in
We believe our financial results reflect the significant market demand for our
offerings and the value that we provide to the broader healthcare ecosystem. Our
revenue grew 20% in the three months ended
Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, information about why we consider Adjusted EBITDA useful and a discussion of the material risks and limitations of these measures, please see "Key Financial and Operating Metrics" below.
We have been focused on capital efficiency and delivering on a cash generative
monetization model since inception. Cash flow provided by operating activities
was
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges. For discussion of these factors, please see Part I, Item 1A, "Risk Factors" of our 2020 10-K.
On
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Impact of COVID-19
We continue to closely monitor how the spread of COVID-19 is affecting our employees, customers and business operations. The number of Monthly Active Consumers decreased and our prescription offering experienced a decline in activity in the second quarter of 2020 as compared to the first quarter of 2020 as many consumers avoided visiting healthcare professionals and pharmacies in-person, which we believe has had a similar effect across the industry. The number of Monthly Active Consumers then sequentially increased beginning in the third quarter of 2020 and through the first quarter of 2021 as consumers partially resumed their interaction with the healthcare system. Even though we saw improved activity in our prescription offering, we believe COVID-19 continues to have an adverse impact on our prescription offerings and continued improvement in future periods remains uncertain. Any decrease in the number of consumers seeking to fill prescriptions could negatively impact demand for and use of certain of our offerings, particularly our prescription offering, which would have an adverse effect on our business, financial condition and results of operations.
Conversely, pandemics, epidemics and outbreaks may significantly and temporarily
increase demand for our telehealth offerings. COVID-19 has significantly
accelerated the awareness and use of our telehealth offerings, including demand
for our GoodRx Care offering and the utilization of our
Additionally, while the potential economic impact brought by, and the duration of any pandemic, epidemic or outbreak of an infectious disease, including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity.
The full extent to which the outbreak of COVID-19 will continue to impact our business, results of operations and financial condition is still unknown and will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, mutations of the virus, availability and adoption of effective vaccines, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the outbreak of COVID-19 has subsided, we may experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.
Seasonality
We typically experience stronger consumer demand during the first and fourth quarters of each year, which coincide with generally higher consumer healthcare spending, doctor office visits, annual benefit enrollment season, and seasonal cold and flu trends. This seasonality may impact revenue and sales and marketing expense. The rapid growth of our business may have masked these trends to date, and we expect the impact of seasonality to be more pronounced in the future. In 2020 and 2021 we have seen the impact of the COVID-19 pandemic further disrupt these trends, which may continue in future periods.
Recent Developments
On
On
The results of operations of HealthiNation and RxSaver will be included in our consolidated results beginning from the date of their respective acquisitions.
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Key Financial and Operating Metrics
Monthly Active Consumers
The number of Monthly Active Consumers is a key indicator of the scale of our
consumer base and a gauge for our marketing and engagement efforts. We believe
that this metric reflects our scale, growth and engagement with consumers.
Beginning in the fourth quarter of 2020, our Monthly Active Consumers number
includes consumers we acquired through the acquisition of Scriptcycle in
Three Months Ended Mar. 31 Dec. 31 Sept. 30 Jun. 30 Mar. 31 2021 2020 2020 2020 2020 (in thousands) Monthly Active Consumers 5,706 5,644 4,895 4,418 4,875
The number of Monthly Active Consumers grew 17% in the three months ended
Adjusted EBITDA
Adjusted EBITDA is a key measure we use to assess our financial performance and is also used for internal planning and forecasting purposes. We believe Adjusted EBITDA is helpful to investors, analysts and other interested parties because it can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, this measure is frequently used by analysts, investors and other interested parties to evaluate and assess performance.
We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and amortization, and as further adjusted, as applicable, for acquisition related expenses, cash bonuses to vested option holders, stock-based compensation expense, payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss on abandonment and impairment of operating lease assets, charitable stock donation and other income or expense, net. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue.
Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures and are presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to financial information presented in accordance with GAAP. These measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations that are necessary to run our business. Other companies, including other companies in our industry, may not use these measures or may calculate these measures differently than as presented in this Quarterly Report on Form 10-Q, limiting their usefulness as comparative measures.
The following table presents a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated in accordance with GAAP: Three Months Ended March 31, 2021 2020 (dollars in thousands) Net income$ 1,668 $ 27,346 Adjusted to exclude the following: Interest income (16 ) (75 ) Interest expense 5,905 8,638 Income tax (benefit) expense (12,555 ) 7,766 Depreciation and amortization 5,361 4,345 Other income, net - (5 ) Financing related expenses (1) 257 1,118 Acquisition related expenses (2) 3,048 463 Stock-based compensation expense (3) 46,526 2,210 Payroll tax expense related to stock-based compensation 828 59 Adjusted EBITDA$ 51,022 $ 51,865 Adjusted EBITDA Margin 31.8 % 38.9 %
(1) Financing related expenses include third party fees related to proposed
financings. 19
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(2) Acquisition related expenses include third party fees for actual or planned
acquisitions, including related legal, consulting and other expenditures, and as applicable, retention bonuses to employees related to acquisitions and change in fair value of contingent consideration.
(3) Non-cash expenses related to equity-based compensation programs, which vary
from period to period depending on various factors including the timing,
number and the valuation of awards.
Adjusted EBITDA decreased 2% in the three months ended
Adjusted EBITDA Margin was 31.8% in the three months ended
We expect our Adjusted EBITDA and Adjusted EBITDA Margin to fluctuate primarily based on the level of our investments in sales and marketing and product development and technology relative to changes in revenue.
We generally expect to continue to invest in sales and marketing in the near-term, but will continue to evaluate the impact of COVID-19 on our business and actively manage our sales and marketing spend, including investment in consumer acquisition, which is largely variable, as market conditions change. We also intend to continue to invest in product development and technology to continue to improve our platform, introduce new offerings and scale existing ones. Additionally, we expect to continue to invest in our general and administrative infrastructure to support our operation as a public company.
Results of Operations
The following table sets forth information comparing the components of our results of operations for the periods indicated:
Three Months Ended March 31, 2021 2020 (in thousands) Revenue: Prescription transactions revenue$ 134,061 $ 123,017 Other revenue 26,370 10,391 Total revenue 160,431 133,408 Costs and operating expenses: Cost of revenue, exclusive of depreciation and amortization presented separately below 10,428 6,019 Product development and technology 26,160 10,325 Sales and marketing 79,694 63,162 General and administrative 43,786 5,887 Depreciation and amortization 5,361 4,345 Total costs and operating expenses 165,429 89,738 Operating (loss) income (4,998 ) 43,670 Other expense, net: Other income, net - (5 ) Interest income (16 ) (75 ) Interest expense 5,905 8,638 Total other expense, net 5,889 8,558 (Loss) income before income taxes (10,887 ) 35,112 Income tax benefit (expense) 12,555 (7,766 ) Net income$ 1,668 $ 27,346 20
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Components of our Results of Operations
Revenue
Our revenue is primarily derived from prescription transactions revenue that is
generated when pharmacies fill prescriptions for consumers, and from other
revenue streams such as our subscription offerings, pharmaceutical manufacturer
solutions, and our telehealth offerings. All of our revenue has been generated
in
• Prescription transactions revenue: Consists primarily of revenue generated from PBMs when a prescription is filled with aGoodRx code provided through our platform. The majority of our contracts with PBMs provide for fees that represent a percentage of the fees that the PBM charges to the pharmacy, and a minority of our contracts provide for a fixed fee per transaction. Our percentage of fee contracts often also include a minimum fixed fee per transaction. We expect the revenue contribution from contracts with fixed fee arrangements to remain largely stable over the medium term, and do not expect that changes in revenue contribution from fixed fee versus percentage of fee arrangements will materially impact our revenue. Certain contracts also provide that the amount of fees we receive is based on the volume of prescriptions filled each month. • Other revenue: Consists primarily of subscription revenue from our subscription offerings, including Gold and Kroger Savings, revenue generated from pharmaceutical manufacturers for advertising and integrating onto our platform their affordability solutions to our consumers and advertising in direct mailers, and revenue generated by our telehealth offerings that allow consumers to access healthcare professionals online.
Costs and Operating Expenses
We incur the following expenses directly related to our cost of revenue and operating expenses:
• Cost of revenue: Consists primarily of costs related to outsourced consumer support, healthcare provider costs for GoodRx Care, personnel costs including salaries, benefits, bonuses and stock-based compensation expense, for our consumer support employees, hosting and cloud costs, merchant account fees, processing fees and allocated overhead. Cost of revenue is largely driven by the growth of our visitor, subscriber and active consumer base, as well as our telehealth offerings. Our cost of revenue as a percentage of revenue may vary based on the relative growth rates of our various offerings. • Product development and technology: Consists primarily of personnel costs, including salaries, benefits, bonuses and stock-based compensation expense, for employees involved in product development activities, third-party services and contractors related to product development, information technology and software-related costs, and allocated overhead. Product development and technology expenses are primarily driven by increases in headcount required to support and further develop our various products. We capitalize certain qualified costs related to the development of internal-use software, which may also cause product development and technology expenses to vary from period to period. We expect product development and technology expenses will increase on an absolute dollar basis as we continue to grow our platform and product offerings. • Sales and marketing: Consists primarily of advertising and marketing expenses for consumer acquisition and retention, as well as personnel costs, including salaries, benefits, bonuses, stock-based compensation expense and sales commissions, for sales and marketing employees, third-party services and contractors, and allocated overhead. Sales and marketing expenses are primarily driven by investments to grow and retain our consumer base and may fluctuate based on the timing of our investments in consumer acquisition and retention. Over the near to medium term, we expect to increase our spending on sales and marketing. • General and administrative: Consists primarily of personnel costs including salaries, benefits, bonuses and stock-based compensation expense for our executive, finance, accounting, legal, and human resources functions, as well as professional fees, occupancy costs, other general overhead costs, and as applicable, change in fair value of contingent consideration and charitable donations. We have incurred, and expect to continue to incur, additional general and administrative costs in compliance, legal, investor relations, insurance, and professional services related to our compliance and reporting obligations as a public company. We have incurred, and also expect to incur, additional general and administrative costs in connection with the vesting and settlement of restricted stock units ("RSUs"), including the grant of restricted stock unit awards covering an aggregate of 12,316,533 shares of Class B common stock to each of our Co-Chief Executive Officers in connection with our IPO (the "Founders Awards") in particular. We also anticipate that as we continue to grow as a company our general and administrative costs will increase on an absolute dollar basis. 21
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• Depreciation and amortization: Consists of depreciation of property and equipment and amortization of capitalized internal-use software costs and intangible assets. Our depreciation and amortization changes primarily based on changes in our property and equipment, intangible assets, and capitalized software balances.
Other Expense, Net
Our other expense, net consists of the following:
• Other income, net: Consists primarily of miscellaneous income that are not core to our operations and, as applicable, third-party transaction expenses related to modifications of our debt facilities. • Interest income: Consists primarily of interest income earned on excess cash held in interest-bearing accounts. • Interest expense: Consists primarily of interest expense associated with the First Lien Credit Agreement (as defined below), including amortization of debt issuance costs and discounts.
Income Tax Benefit (Expense)
Our income tax benefit (expense) consists of federal and state income taxes. We
calculate income taxes in interim periods by applying an estimated annual
effective tax rate to (loss) income before income taxes and by calculating the
tax effect of discrete items recognized during the period. Our effective income
tax rate generally differs from the
Three Months Ended
Revenue Three Months Ended March 31, Change 2021 2020 $ % (dollars in thousands) Prescription transactions revenue$ 134,061 $ 123,017 $ 11,044 9 % Other revenue 26,370 10,391 15,979 154 % Total revenue$ 160,431 $ 133,408 $ 27,023 20 %
Prescription transactions revenue for the three months ended
Other revenue for the three months ended
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Costs and Operating Expenses
Cost of Revenue, Exclusive of Depreciation and Amortization
Three Months Ended March 31, Change 2021 2020 $ % (dollars in thousands) Cost of revenue, exclusive of depreciation and amortization$ 10,428 $ 6,019 $ 4,409 73 % As a percentage of total revenue 6 % 5 %
Cost of revenue for the three months ended
Product Development and Technology
Three Months Ended March 31, Change 2021 2020 $ % (dollars in thousands)
Product development and technology
16 % 8 %
Product development and technology expenses for the three months ended
Sales and Marketing Three Months Ended March 31, Change 2021 2020 $ % (dollars in thousands) Sales and marketing$ 79,694 $ 63,162 $ 16,532 26 % As a percentage of total revenue 50 % 47 %
Sales and marketing expenses for the three months ended
We continue to evaluate the impact of COVID-19 on our business and actively manage our consumer acquisition spending according to market conditions.
General and Administrative Three Months Ended March 31, Change 2021 2020 $ % (dollars in thousands)
General and administrative
27 % 4 % 23
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General and administrative expenses for the three months ended
Depreciation and Amortization
Three Months Ended March 31, Change 2021 2020 $ % (dollars in thousands)
Depreciation and amortization
3 % 3 %
Depreciation and amortization expenses for the three months ended
Other Income, Net Three Months Ended March 31, Change 2021 2020 $ % (dollars in thousands) Other income, net $ -$ (5 ) $ 5 (100 )% As a percentage of total revenue 0 % 0 % Other income, net was not material in the three months endedMarch 31, 2021 andMarch 31, 2020 . Interest Income Three Months Ended March 31, Change 2021 2020 $ % (dollars in thousands) Interest income$ (16 ) $ (75 ) $ 59 (79 )% As a percentage of total revenue 0 % 0 % The decrease in interest income was primarily due to lower interest rates during the three months endedMarch 31, 2021 , compared to the three months endedMarch 31, 2020 . Interest Expense Three Months Ended March 31, Change 2021 2020 $ % (dollars in thousands) Interest expense$ 5,905 $ 8,638 $ (2,733 ) (32 )% As a percentage of total revenue 4 % 6 %
Interest expense for the three months ended
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Income Tax Benefit (Expense) Three Months Ended March 31, Change 2021 2020 $ % (dollars in thousands) Income tax benefit (expense)$ 12,555 $ (7,766 ) $ 20,321 (262 )% Effective income tax rate 115.3 % 22.1 %
For the three months ended
Liquidity and Capital Resources
Overview
Since our inception, we have financed our operations primarily through net cash
provided by operating activities, equity issuances, and borrowings under our
long-term debt arrangements. Our primary requirements for liquidity and capital
are to finance working capital, capital expenditures and general corporate
purposes. Our principal sources of liquidity are expected to be our cash and
cash equivalents and borrowings available under our
We believe that our net cash provided by operating activities, cash on hand and
availability under our Revolving Credit Facility will be adequate to meet our
operating, investing and financing needs for at least the next 12 months. Our
future capital requirements will depend on many factors, including our revenue
growth, the timing and extent of investments to support such growth, the
expansion of sales and marketing activities, and many other factors as described
in Part I, Item 1A, "Risk Factors" of our 2020 10-K. We historically have not
had any off-balance sheet arrangements nor do we currently have any off-balance
sheet arrangements as defined under
If necessary, we may borrow funds under our Revolving Credit Facility to finance our liquidity requirements, subject to customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. In particular, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital. If we are unable to raise additional funds when or on the terms desired, our business, financial condition and results of operations could be adversely affected.
In light of the large number of RSUs subject to the Founders Awards that were
granted in connection with our IPO in
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Assuming an approximate 47% tax withholding rate and stock price of
First Lien Credit Agreement
Our first lien credit agreement (the "First Lien Credit Agreement") provides for
a term loan with an original amount of
The Revolving Credit Facility and the First Lien Term Loan Facility under the
First Lien Credit Agreement are collateralized by substantially all of our
assets, including our intellectual property, and 100% of the equity interest of
The First Lien Credit Agreement that governs the Revolving Credit Facility and
the First Lien Term Loan Facility contains certain affirmative and negative
covenants, including, among other things, restrictions on indebtedness, liens,
fundamental changes, repurchases of stock, dividends and other distributions.
Revolving Credit Facility
Loans under the Revolving Credit Facility bear interest at a rate per annum
equal to the LIBO Screen Rate (as defined in the First Lien Credit Agreement)
plus a variable margin rate, which is based on our most recently determined
First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement),
that ranges from 2.50% to 3.00%. The Revolving Credit Facility has a variable
commitment fee, which is based on our most recently determined First Lien Net
Leverage Ratio (as defined in the First Lien Credit Agreement), and ranges from
0.25% to 0.50% per annum. In addition, the Revolving Credit Facility has a fixed
fronting fee of 0.125% per annum of our aggregate undrawn and disbursed but
unreimbursed letters of credit. The Revolving Credit Facility expires on
Under the terms of a lease agreement entered into during
First Lien Term Loan Facility
The First Lien Term Loan Facility accrues interest at a rate per annum equal to
the LIBO Screen Rate (as defined in the First Lien Credit Agreement) plus a
variable margin rate, which is based on our most recently determined Net
Leverage Ratio (as defined in the First Lien Credit Agreement), that ranges from
2.75% to 3.00% per annum. The First Lien Credit Agreement requires quarterly
principal payments through
The effective interest rate on the First Lien Term Loan Facility was 3.39% and
5.05% for the three months ended
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The carrying value of the First Lien Term Loan Facility was
Holding Company Status
We are a holding company that does not conduct any business operations of our
own. As a result, we are largely dependent upon cash distributions and other
transfers from our subsidiaries to meet our obligations and to make future
dividend payments, if any. The First Lien Credit Agreement contains covenants
restricting payments of dividends by our subsidiaries, including
Cash Flows Three Months Ended March 31, 2021 2020 (in thousands) Net cash provided by operating activities$ 45,485 $ 45,592 Net cash used in investing activities (9,695 ) (3,407 ) Net cash (used in) provided by financing activities (14,018 ) 27,602
Net change in cash, cash equivalents and restricted cash
Net Cash Provided by Operating Activities
Net cash provided by operating activities was
Net cash provided by operating activities was
Net cash used in investing activities of
Net cash used in investing activities of
Net cash used in financing activities of
Net cash provided by financing activities of
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Contractual Obligations and Commitments
Other than as described in Note 8 to our condensed consolidated finanical statements appearing elsewhere in this Quarterly Report on Form 10-Q, there have been no material changes to our contractual obligations and commitments compared with those described in our 2020 10-K.
Critical Accounting Policies and Estimates
During the three months ended
Recent Accounting Pronouncements
Refer to Note 2 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.
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