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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

________________________________
FORM 10-Q

________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023March 31, 2024
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______.
Commission File Number: 001-39549

________________________________
GoodRx Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)

________________________________
Delaware
47-5104396
Delaware47-5104396
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2701 Olympic Boulevard
Santa Monica, CA
90404
(Address of principal executive offices)
(Zip Code)
(855) (855) 268-2822
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A common stock, $0.0001 par value per share
GDRX
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yesx No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yesx No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
Smaller reporting company
o
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of October 31, 2023,April 30, 2024, the registrant had 92,400,32894,335,792 shares of Class A common stock, $0.0001 par value per share, and 313,731,628 shares
280,869,320 shares of Class B common stock, $0.0001 par value per share, outstanding.

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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements
to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All
statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking
statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,
“plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential”
“potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in
this Quarterly Report on Form 10-Q include, but are not limited to statements regarding our future results of operations and
financial position, industry and business trends, our value proposition, our collaborations and partnerships with third parties,
including our integrated savings program, the ongoing impactsunset of a grocery chain previously not accepting pharmacy benefit managers ("PBMs") pricing (the "grocer issue") on our future results of operations, the launch of new offerings,Kroger Savings program, stock compensation, our stock
repurchase program, anticipated impacts of the de-prioritization of certain solutions under our pharma manufacturer solutions offering and our cost savings initiatives, our direct contracting approach with retailers, realizability of deferred tax assets, potential outcomes and estimated impacts of certain legal proceedings, business strategy, our plans,
market growth and our objectives for future operations.
The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these
forward-looking statements largely on our current expectations and projections about future events and financial trends that
we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known
and unknown risks, uncertainties and other important factors that may cause our actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or implied by the
forward-looking statements, including, but not limited to, risks related to our limited operating history and early stage of
growth; our ability to achieve broad market education and change consumer purchasing habits; our general ability to
continue to attract, acquire and retain consumers in a cost-effective manner; our significant reliance on our prescription
transactions offering and ability to expand our offerings; changes in medication pricing and the significant impact of pricing structures;
structures negotiated by industry participants; our general inability to control the categories and types of prescriptions for
which we can offer savings or discounted prices; our reliance on a limited number of industry participants, including PBMs,
pharmacy benefit managers, pharmacies, and pharma manufacturers; the competitive nature of industry; risks related to
pandemics, epidemics or outbreak of infectious disease, includingsuch as COVID-19; the accuracy of our estimate of our total
addressable market and other operational metrics; risks related to a decrease in consumer willingness to receive correspondence or any technical, legal or any other restrictions to send such correspondence; risks related to any failure to comply with applicable data protection, privacy and security, advertising and consumer protection laws, standards, and other requirements; risks related to negative media coverage; our ability to respond to changes in the market for prescription pricing
and to maintain and expand the use of GoodRx codes; our ability to maintain positive perception of our platform or maintain
and enhance our brand; risks related to any failure to maintain effective internal control over financial reporting; risks related
to use of social media, emails, text messages and other messaging channels as part of our marketing strategy; our ability
dependence on our information technology systems and those of our third-party vendors, and risks related to accurately forecast revenue and appropriately plan our expenses in the future;any failure or
significant disruptions thereof; risks related to government regulation of the internet, e-commerce, consumer data and
privacy, information technology and cyber-security;cybersecurity; risks related to a decrease in consumer willingness to receive
correspondence or any technical, legal or any other restrictions to send such correspondence; risks related to any failure to
comply with applicable data protection, privacy and security, advertising and consumer protection laws, regulations,
standards, and other requirements; our ability to utilize our net operating loss carryforwards and certain other tax attributes;
the risk that we may be unable to realize expected benefits from our restructuring and cost reduction efforts; our ability to
attract, develop, motivate and retain well-qualified employees, and to successfully transition our Chief Executive Officer role; risks related to general economic factors, natural disasters or other unexpected events;employees; risks related to our acquisition strategy; risks related to our
debt arrangements; interruptions or delays in service on our apps or websites;websites or any undetected errors or design faults; our
reliance on third-party platforms to distribute our platform and offerings, including software as-a-service technologies;
systems failures or other disruptions in the operations of these parties on which we depend; risks related to climate change;
the increasing focus on environmental sustainability and social initiatives; risks related to our intellectual property; risks related to climate change; risks
related to operating in the healthcare industry; risks related to our organizational structure; litigation related risks; our ability
to accurately forecast revenue and appropriately plan our expenses in the future; risks related to general economic factors,
natural disasters or other unexpected events; risks related to fluctuations in our tax obligations and effective income tax rate
which could materially and adversely affect our results of operations; litigation related risks; risks related to the recent healthcare reform legislation
and other changes in the healthcare industry and in healthcare spending which may adversely affect our business, financial
condition and results of operations; the risk that we may not achieve the intended outcomes of our restructuring and cost reduction efforts; as well as the other important factors discussed in the sectionssection entitled “Risk Factors” of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“2022 10-K”) and this Quarterly Report on Form 10-Q2023 (“2023 10-K”)and in our other filings with the
Securities and Exchange Commission (“SEC”). The forward-looking statements in this Quarterly Report on Form 10-Q are
based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such
information forms a reasonable basis for such statements, such information may be limited or incomplete, and our
statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially
available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely
upon these statements.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on
Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future
results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of
our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date
of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any
forward-looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information,
future events or otherwise.

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We periodically post information that may be important to investors on our investor relations website at https://
investors.goodrx.com. We intend to use our website as a means of disclosing material non-public information and for
complying with our disclosure obligations under Regulation FD. Accordingly, investors and potential investors are
encouraged to consult our website regularly for important information, in addition to following GoodRx’s press releases,
filings with the SEC and public conference calls and webcasts. The information contained on, or that may be accessed
through, our website is not incorporated by reference into, and is not a part of, this Quarterly Report on Form 10-Q.

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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
GoodRx Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except par values)September 30, 2023December 31, 2022
Assets
Current assets
Cash and cash equivalents$794,905 $757,165 
Accounts receivable, net121,146 117,141 
Prepaid expenses and other current assets53,047 45,380 
Total current assets969,098 919,686 
Property and equipment, net16,879 19,820 
Goodwill412,117 412,117 
Intangible assets, net89,431 119,865 
Capitalized software, net91,979 70,072 
Operating lease right-of-use assets31,501 35,906 
Deferred tax assets, net57,695 — 
Other assets39,272 27,165 
Total assets$1,707,972 $1,604,631 
Liabilities and stockholders' equity
Current liabilities
Accounts payable$32,905 $17,700 
Accrued expenses and other current liabilities74,554 47,523 
Current portion of debt7,029 7,029 
Operating lease liabilities, current3,334 4,068 
Total current liabilities117,822 76,320 
Debt, net648,729 651,796 
Operating lease liabilities, net of current portion52,387 54,131 
Other liabilities7,761 7,557 
Total liabilities826,699 789,804 
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, 2023 and December 31, 2022— — 
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized, 84,630 and 83,293 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively; and Class B: 1,000,000 shares authorized and 313,732 shares issued and outstanding at September 30, 2023 and December 31, 202240 40 
Additional paid-in capital2,312,767 2,263,322 
Accumulated deficit(1,431,534)(1,448,535)
Total stockholders' equity881,273 814,827 
Total liabilities and stockholders' equity$1,707,972 $1,604,631 
(in thousands, except par values)
March 31, 2024
December 31, 2023
Assets
Current assets
Cash and cash equivalents
$533,295
$672,296
Accounts receivable, net
144,769
143,608
Prepaid expenses and other current assets
54,735
56,886
Total current assets
732,799
872,790
Property and equipment, net
15,341
15,932
Goodwill
410,769
410,769
Intangible assets, net
58,122
60,898
Capitalized software, net
103,980
95,439
Operating lease right-of-use assets, net
30,928
29,929
Deferred tax assets, net
65,268
65,268
Other assets
36,756
37,775
Total assets
$1,453,963
$1,588,800
Liabilities and stockholders' equity
Current liabilities
Accounts payable
$33,518
$36,266
Accrued expenses and other current liabilities
70,843
71,329
Current portion of debt
7,029
8,787
Operating lease liabilities, current
5,131
6,177
Total current liabilities
116,521
122,559
Debt, net
646,678
647,703
Operating lease liabilities, net of current portion
51,339
48,403
Other liabilities
8,356
8,177
Total liabilities
822,894
826,842
Commitments and contingencies (Note 7)
Stockholders' equity
Preferred stock, $0.0001 par value; 50,000 shares authorized and zero shares
issued and outstanding at March 31, 2024 and December 31, 2023
—
—
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized,
94,074 and 92,355 shares issued and outstanding at March 31, 2024 and
December 31, 2023, respectively; and Class B: 1,000,000 shares authorized,
280,869 and 301,732 shares issued and outstanding at March 31, 2024 and
December 31, 2023
38
40
Additional paid-in capital
2,089,443
2,219,321
Accumulated deficit
(1,458,412)
(1,457,403)
Total stockholders' equity
631,069
761,958
Total liabilities and stockholders' equity
$1,453,963
$1,588,800
See accompanying notes to condensed consolidated financial statements.
1
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1
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
 Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands, except per share amounts)2023202220232022
Revenue$179,958 $187,318 $553,621 $582,445 
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below18,721 17,395 51,755 47,719 
Product development and technology39,611 35,921 103,804 106,367 
Sales and marketing91,615 86,215 247,577 273,503 
General and administrative35,317 49,548 95,144 116,211 
Depreciation and amortization33,024 13,952 64,060 38,644 
Total costs and operating expenses218,288 203,031 562,340 582,444 
Operating (loss) income(38,330)(15,713)(8,719)1 
Other expense, net:
Other expense(2,200)— (4,008)— 
Interest income8,649 2,920 23,697 3,829 
Interest expense(14,720)(9,478)(41,907)(22,316)
Total other expense, net(8,271)(6,558)(22,218)(18,487)
Loss before income taxes(46,601)(22,271)(30,937)(18,486)
Income tax benefit (expense)8,106 (19,463)47,938 (12,370)
Net (loss) income$(38,495)$(41,734)$17,001 $(30,856)
(Loss) earnings per share:
Basic$(0.09)$(0.10)$0.04 $(0.07)
Diluted$(0.09)$(0.10)$0.04 $(0.07)
Weighted average shares used in computing (loss) earnings per share:
Basic413,437 412,956412,698413,254
Diluted413,437 412,956416,450413,254
Stock-based compensation included in costs and operating expenses:
Cost of revenue$146 $136 $487 $190 
Product development and technology6,829 8,029 22,952 25,327 
Sales and marketing10,273 4,766 11,665 15,999 
General and administrative15,398 16,107 40,938 49,304 
Three Months Ended March 31,
(in thousands, except per share amounts)
2024
2023
Revenue
$197,880
$183,986
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented
separately below
12,468
16,695
Product development and technology
31,017
32,908
Sales and marketing
89,964
78,522
General and administrative
41,108
29,619
Depreciation and amortization
15,942
14,939
Total costs and operating expenses
190,499
172,683
Operating income
7,381
11,303
Other expense, net:
Other expense
—
(1,808)
Interest income
7,555
7,234
Interest expense
(14,643)
(13,133)
Total other expense, net
(7,088)
(7,707)
Income before income taxes
293
3,596
Income tax expense
(1,302)
(6,886)
Net loss
$(1,009)
$(3,290)
Loss per share:
Basic and diluted
$(0.00)
$(0.01)
Weighted average shares used in computing loss per share:
Basic and diluted
390,048
412,429
Stock-based compensation included in costs and operating expenses:
Cost of revenue
$76
$161
Product development and technology
5,848
8,589
Sales and marketing
8,127
4,412
General and administrative
11,045
12,337
See accompanying notes to condensed consolidated financial statements.
2
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2
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Stockholders’ Stockholders’ Equity
(Unaudited)
Class A and Class B
Common Stock		Additional
Paid-in
Capital		Accumulated
Deficit		Total
Stockholders'
Equity
(in thousands)SharesAmount
Balance at December 31, 2022397,025$40 $2,263,322 $(1,448,535)$814,827 
Stock options exercised192— 895 — 895 
Stock-based compensation—— 28,263 — 28,263 
Vesting and settlement of restricted stock units1,668— — — — 
Common stock withheld related to net share settlement(666)— (3,710)— (3,710)
Repurchases of Class A common stock(1,570)— (9,517)— (9,517)
Net loss—— — (3,290)(3,290)
Balance at March 31, 2023396,649$40 $2,279,253 $(1,451,825)$827,468 
Stock options exercised204 — 560 — 560 
Stock-based compensation— — 21,354 — 21,354 
Vesting and settlement of restricted stock units2,148 — — — — 
Common stock withheld related to net share settlement(827)— (4,526)— (4,526)
Repurchases of Class A common stock(1,663)— (8,920)— (8,920)
Issuance of common stock through employee stock purchase plan161 — 649 — 649 
Net income— — — 58,786 58,786 
Balance at June 30, 2023396,672 $40 $2,288,370 $(1,393,039)$895,371 
Stock options exercised1,138 — 3,118 — 3,118 
Stock-based compensation— — 36,346 — 36,346 
Vesting and settlement of restricted stock units2,749 — — — — 
Common stock withheld related to net share settlement(1,059)— (7,355)— (7,355)
Repurchases of Class A common stock(1,138)— (7,712)— (7,712)
Net loss— — — (38,495)(38,495)
Balance at September 30, 2023398,362 $40 $2,312,767 $(1,431,534)$881,273 
Class A and Class B
Common Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Total
Stockholders'
Equity
(in thousands)
Shares
Amount
Balance at December 31, 2023
394,087
$40
$2,219,321
$(1,457,403)
$761,958
Stock options exercised
604
—
2,666
—
2,666
Stock-based compensation
—
—
28,891
—
28,891
Vesting and settlement of restricted stock
units
2,535
—
—
—
—
Common stock withheld related to net
share settlement
(954)
—
(6,623)
—
(6,623)
Repurchases of Class A common stock (1)
(21,329)
(2)
(154,812)
—
(154,814)
Net loss
—
—
—
(1,009)
(1,009)
Balance at March 31, 2024
374,943
$38
$2,089,443
$(1,458,412)
$631,069
See accompanying notes to condensed consolidated financial statements.
_____________________________________________________
(1)Repurchases of Class A common stock for the three months ended March 31, 2024 include 20.9 million shares
3repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class
A common stock upon such repurchase) for an aggregate consideration of$151.4 million.See "Note 9.
Stockholders' Equity" for additional information.
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3
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
Class A and Class B
Common Stock		Additional
Paid-in
Capital		Accumulated
Deficit		Total
Stockholders'
Equity
(in thousands)SharesAmount
Balance at December 31, 2021400,562 $40 $2,247,347 $(1,415,707)$831,680 
Stock options exercised749 — 3,699 — 3,699 
Stock-based compensation— — 32,161 — 32,161 
Vesting and settlement of restricted stock units822 — — — — 
Common stock withheld related to net share settlement(364)— (9,561)— (9,561)
Repurchases of Class A common stock(5,637)— (83,765)— (83,765)
Net income— — — 12,293 12,293 
Balance at March 31, 2022396,132 $40 $2,189,881 $(1,403,414)$786,507 
Stock options exercised1,176 — 4,109 — 4,109 
Stock-based compensation— — 33,466 — 33,466 
Vesting and settlement of restricted stock units1,059 — — — — 
Common stock withheld related to net share settlement(459)— (4,727)— (4,727)
Net loss— — — (1,415)(1,415)
Balance at June 30, 2022397,908 $40 $2,222,729 $(1,404,829)$817,940 
Stock options exercised245 — 1,271 — 1,271 
Stock-based compensation— — 32,151 — 32,151 
Vesting and settlement of restricted stock units1,256 — — — — 
Common stock withheld related to net share settlement(525)— (3,269)— (3,269)
Repurchases of Class A common stock(2,819)— (17,956)— (17,956)
Net loss— — — (41,734)(41,734)
Balance at September 30, 2022396,065 $40 $2,234,926 $(1,446,563)$788,403 
Class A and Class B
Common Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Total
Stockholders'
Equity
(in thousands)
Shares
Amount
Balance at December 31, 2022
397,025
$40
$2,263,322
$(1,448,535)
$814,827
Stock options exercised
192
—
895
—
895
Stock-based compensation
—
—
28,263
—
28,263
Vesting and settlement of restricted stock
units
1,668
—
—
—
—
Common stock withheld related to net
share settlement
(666)
—
(3,710)
—
(3,710)
Repurchases of Class A common stock
(1,570)
—
(9,517)
—
(9,517)
Net loss
—
—
—
(3,290)
(3,290)
Balance at March 31, 2023
396,649
$40
$2,279,253
$(1,451,825)
$827,468
See accompanying notes to condensed consolidated financial statements.
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4
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 Nine Months Ended
September 30,
(in thousands)20232022
Cash flows from operating activities
Net income (loss)$17,001 $(30,856)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization64,060 38,644 
Amortization of debt issuance costs2,539 2,562 
Non-cash operating lease expense3,022 2,314 
Stock-based compensation expense76,042 90,820 
Change in fair value of contingent consideration— 16,857 
Deferred income taxes(57,989)(141)
Loss on operating lease assets374 — 
Loss on disposal of capitalized software7,615 — 
Loss on minority equity interest investment4,008 — 
Changes in operating assets and liabilities, net of effects of business acquisitions
Accounts receivable(4,005)(2,370)
Prepaid expenses and other assets(29,867)(3,137)
Accounts payable14,515 (8,011)
Accrued expenses and other current liabilities26,071 9,097 
Operating lease liabilities(1,460)(3,415)
Other liabilities498 2,537 
Net cash provided by operating activities122,424 114,901 
Cash flows from investing activities
Purchase of property and equipment(634)(3,817)
Acquisitions, net of cash acquired— (156,853)
Capitalized software(42,260)(36,107)
Investment in minority equity interest— (15,007)
Net cash used in investing activities(42,894)(211,784)
Cash flows from financing activities
Payments on long-term debt(5,272)(5,272)
Repurchases of Class A common stock(26,149)(101,721)
Proceeds from exercise of stock options4,385 9,110 
Employee taxes paid related to net share settlement of equity awards(15,403)(17,557)
Proceeds from employee stock purchase plan649 — 
Net cash used in financing activities(41,790)(115,440)
Net change in cash and cash equivalents37,740 (212,323)
Cash and cash equivalents
Beginning of period757,165 941,109 
End of period$794,905 $728,786 
Supplemental disclosure of cash flow information
Non cash investing and financing activities:
Stock-based compensation included in capitalized software$9,921 $6,958 
Capitalized software included in accounts payable and accrued expenses and other current liabilities5,789 4,247 
Capitalized software transferred from prepaid assets5,751 — 
Three Months Ended March 31,
(in thousands)
2024
2023
Cash flows from operating activities
Net loss
$(1,009)
$(3,290)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
15,942
14,939
Amortization of debt issuance costs
837
849
Non-cash operating lease expense
895
1,042
Stock-based compensation expense
25,096
25,499
Deferred income taxes
—
35
Loss on minority equity interest investment
—
1,808
Changes in operating assets and liabilities
Accounts receivable
(1,161)
699
Prepaid expenses and other assets
3,339
(6,005)
Accounts payable
(2,452)
(4,737)
Accrued expenses and other current liabilities
924
1,184
Operating lease liabilities
(4)
(140)
Other liabilities
179
405
Net cash provided by operating activities
42,586
32,288
Cash flows from investing activities
Purchase of property and equipment
(407)
(148)
Capitalized software
(20,208)
(14,140)
Net cash used in investing activities
(20,615)
(14,288)
Cash flows from financing activities
Payments on long-term debt
(3,516)
(1,758)
Repurchases of Class A common stock (1)
(153,226)
(9,517)
Proceeds from exercise of stock options
2,584
708
Employee taxes paid related to net share settlement of equity awards
(6,814)
(3,523)
Net cash used in financing activities
(160,972)
(14,090)
Net change in cash and cash equivalents
(139,001)
3,910
Cash and cash equivalents
Beginning of period
672,296
757,165
End of period
$533,295
$761,075
Supplemental disclosure of cash flow information
Non cash investing and financing activities:
Stock-based compensation included in capitalized software
$3,795
$2,764
Capitalized software included in accounts payable and accrued expenses and other current
liabilities
4,376
2,625
Capitalized software transferred from prepaid assets
—
5,751
See accompanying notes to condensed consolidated financial statements.
_____________________________________________________
(1)Repurchases of Class A common stock for the three months ended March 31, 2024 include 20.9 million shares
5repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class
A common stock upon such repurchase) for an aggregate consideration of $151.4 million. See "Note 9.
Stockholders' Equity" for additional information.
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5
GoodRx Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 pharmaceutical ("pharma") manufacturer solutions, subscriptions and
telehealth services.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordanceconformity 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, 20222023 and the related notes, which are included in our
Annual Report on Form 10-K filed with the SEC on March 1, February 29, 2024 ("2023 ("2022 10-K"). The December 31, 20222023 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, 2023March 31, 2024 are not necessarily indicative of the results expected for the full year ending
December 31, 2023.2024.
There have been no material changes in significant accounting policies during the ninethree months ended September 30, 2023 March 31, 2024
from those disclosed in “Note 2. Summary of Significant Accounting Policies” in the notes to our consolidated financial
statements included in our 20222023 10-K.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned
subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions
have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial statements from their respective dates of acquisition.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to
make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements,
including the accompanying notes. We base our estimates on historical factors; current circumstances, including the impact of a grocery chain that previously did not accept discounted pricing for a subset of prescription drugs from our PBMs starting late in the first quarter of 2022 ("grocer issue");circumstances; macroeconomic
events and conditions, including the consideration of the economic impact of COVID-19;conditions; and the experience and judgment of our management. We evaluate our estimates and assumptions
on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of
operations reported in future periods. Although the grocer issue was addressed in August 2022 and our discounted pricing has since been consistently welcomed at the point of sale by the grocery chain, the sustained effects of the grocer issue on our business, future results of operations and financial condition continue to be an estimate with several variables that are uncertain, including, among others, consumer response to updated consumer pricing and timing and extent of returning user levels.
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Certain Risks and Concentrations
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash,
cash equivalents and accounts receivable.
We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally
insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash
are financially sound and, accordingly, minimal credit risk exists with respect to these balances. However, market conditions
can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our
cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or
at all. We have not experienced any losses in such accounts.
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We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the
date of purchase to be cash equivalents. Cash equivalents, consisting of U.S. treasury securities money market funds, of $642.5
$460.5 million and $605.5 million at September 30, 2023March 31, 2024 and December 31, 20222023, respectively, were classified as Level 1 of the
fair value hierarchy and valued using quoted market prices in active markets.
We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual
arrangements and generally do not obtain or require collateral. For the three months ended September 30, 2023, two customers March 31, 2024, one customer
accounted for 13% and 12% of our revenue. For the three months ended September 30, 2022, one customer accounted for 13% of our revenue. For the nine months ended September 30,March 31, 2023, two customers accounted for 14%13% and 11% of our revenue. For the nine months ended September 30, 2022, one customer accounted for 13%
of our revenue. At September 30,March 31, 2024 and December 31, 2023, no customer accounted for more than 10% of our accounts
receivable balance. At December 31, 2022, one customer accounted for 13% of our accounts receivable balance.
Equity Investments
We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership
interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant
influence over the operating and financial policies of the investees. The equity investments are accounted for under the
measurement alternative in accordance with Accounting Standards Codification Topic("ASC") 321, Investments – Equity
Securities, which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. Due to
indicators of a decline in the financial condition of one of our investees, we recognized a $1.8 millionimpairment lossesloss on one
of our minority equity interest investments of $2.2 million and $4.0 million during the three and nine months ended September 30,March 31, 2023 respectively, and, which was presented it as other
expense on our accompanying condensed consolidated statementsstatement of operations. operations for that period. We otherwise have not recognized any
changes resulting from observable price changes or impairment losses on our minority equity interest investments during the
three and nine months ended September 30, March 31, 2024 and2023 and 2022.. Equity investments included in other assets on our accompanying condensed consolidated
balance sheets as of September 30, 2023March 31, 2024 and December 31, 2022 was $15.02023were$15.0 million and $19.0 million, respectively..
Recent Accounting PronouncementPronouncements
In June 2022,December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-03, Fair Value Measurement
2023-09, Income Taxes (Topic 820)740): Fair Value MeasurementImprovements to Income Tax Disclosures. This ASU is intended to enhance the
transparency and decision usefulness of Equity Securities Subjectincome tax disclosures. The amendments in this ASU address investor requests for
enhanced income tax information primarily through changes to Contractual Sale Restrictions the rate reconciliation and income taxes paid information.("Topic 820"), which clarifies the guidance when measuring the fair value of an equity security subject
This ASU applies to contractual restrictions that prohibit the sale of an equity securityall public entities and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. This guidance iswill be effective for annual periodsfiscal years beginning after December 15, 2023, including2024, and for interim
periods within thosefor fiscal years.years beginning after December 15, 2025. Early adoption of this ASU is permitted. We are currently
evaluating the impact of the adoption of this ASU on our consolidated financial statementdisclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment
expenses that are regularly provided to the chief operating decision maker and included within each reported measure of
segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a
reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public
entities with a single reportable segment. This ASU should be applied prospectively applies to all public entities that are required to report segment
information in accordance with ASC 280, and recognize in earnings onis effective for fiscal years beginning after December 15, 2023 and is effective
for interim periods within fiscal years beginning after December 15, 2024. Early adoption of this ASU is permitted. We are
currently evaluating the impact of the adoption date any adjustments made as a result of adoption. We early adopted this guidance effective January 1, 2023, and the adoption did not have an impact toASU on our consolidated financial statements andstatement disclosures.
3. Business Combinations
vitaCare Prescription Services, Inc.
On April 14, 2022, we acquired all of the equity interests of vitaCare Prescription Services, Inc. (“vitaCare”), a prescription technology and services platform, for a total purchase consideration of $131.8 million, inclusive of $149.9 million in cash, offset by contingent considerations with a net estimated acquisition-date fair value of $18.1 million. We acquired vitaCare as we believed it would strengthen and expand our business capabilities with respect to our pharma manufacturer solutions platform. The goodwill recognized in connection with this acquisition primarily related to the expected long-term synergies and other benefits from the acquisition, including the acquired assembled workforce, and is tax deductible. The aggregate purchase consideration was principally allocated to goodwill of $80.6 million and other intangible assets of $52.0 million. Other intangible assets principally related to developed technology of $30.0 million and customer relationships of $21.0 million with estimated useful lives of five and eleven years, respectively.
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The contingent considerations recognized in connection with the vitaCare acquisition consisted of a contingent consideration receivable and a contingent consideration payable with estimated acquisition-date fair values of approximately $19.7 million and $1.7 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the contingent consideration receivable was zero as the contingency was resolved in the year of acquisition. The contingent consideration payable of up to $7.0 million in cash is based upon vitaCare's achievement of certain specified revenue results through the end of 2023 as stipulated by the purchase agreement. As of September 30, 2023 and December 31, 2022, no future contingent payments were expected to be made.
The following table reflects the pro forma unaudited consolidated results of operations for the three and nine months ended September 30, 2022 as if the acquisition of vitaCare had occurred on January 1, 2021. The pro forma unaudited consolidated results of operations give effect to certain adjustments including: (i) transaction and severance costs incurred in connection with the acquisition; (ii) amortization expense related to the acquired intangible assets; and (iii) elimination of vitaCare's allocated interest expense related to the seller's financing agreement whereby vitaCare was released as a guarantor upon the consummation of the acquisition. The pro forma unaudited consolidated results of operations are not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future operating results.
(in thousands)Three Months Ended
September 30, 2022		Nine Months Ended
September 30, 2022
Pro forma revenue$187,318 $583,016 
Pro forma net loss$(41,734)$(38,929)
In August 2023, our board of directors (our "Board") approved a plan to de-prioritize certain solutions under our pharma manufacturer solutions offering, which, among others, included solutions supported by vitaCare. See "Note 12. Restructuring Plan" for additional information.
flipMD, Inc.
On February 18, 2022, we acquired all of the equity interests of flipMD, Inc., a marketplace connecting practicing physicians with organizations seeking on-demand medical expertise, for $7.0 million in cash.
4. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:following:
(in thousands)September 30, 2023December 31, 2022
Insurance recovery receivable (1)
$10,000 $— 
Prepaid software implementation costs— 5,751 
Reimbursable third-party payments (2)
10,591 — 
Income taxes receivable3,462 4,524 
Other prepaid expenses and other current assets (3)
28,994 35,105 
Total prepaid expenses and other current assets$53,047 $45,380 
(in thousands)
March 31, 2024
December 31, 2023
Insurance recovery receivable (1)
$14,900
$12,900
Income taxes receivable
2,268
3,537
Reimbursable third-party payments (2)
12,752
15,481
Other prepaid expenses and other current assets (3)
24,815
24,968
Total prepaid expenses and other current assets
$54,735
$56,886
___________________________________________________________________________
(1)Represents a receivable for the probable recovery related to an incurred loss in connection with certain
contingencies. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. This
determination is based on our analysis of the underlying insurance policies, historical experience with insurers, and
ongoing review of the solvency of insurers, among other factors.
(2)Represents payments we make to third parties on behalf of, and reimbursable from, certain customers.
(3)Includes otherOther current assets of $3.1 millionwere not material as of September 30, 2023March 31, 2024 and December 31, 2022.2023
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5.
7
4. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
(in thousands)September 30, 2023December 31, 2022
Accrued bonus and other payroll related (1)
$27,188 $20,642 
Accrued marketing13,120 12,104 
Accrued legal settlement13,000 1,500 
Deferred revenue8,338 7,879 
Income taxes payable6,736 — 
Other accrued expenses6,172 5,398 
Total accrued expenses and other current liabilities$74,554 $47,523 
______________________
(in thousands)
March 31, 2024
December 31, 2023
Accrued bonus and other payroll related
$12,202
$30,401
Accrued legal settlement
27,500
12,500
Accrued marketing
14,493
10,650
Deferred revenue
6,528
7,105
Other accrued expenses
10,120
10,673
Total accrued expenses and other current liabilities
$70,843
$71,329
(1)Includes a $5.1 million restructuring related liability for personnel related costs associated with actions taken to de-prioritize certain solutions under our pharma manufacturer solutions offering as of September 30, 2023. See "Note 12. Restructuring Plan."
Deferred revenue represents payments received in advance of providing services for certain advertising contracts with
customers and subscriptions. We expect substantially all of the deferred revenue at September 30, 2023March 31, 2024 will be recognized as
revenue within the subsequent twelve months. Of the $7.9$7.1 million of deferred revenue at December 31, 2022, $0.82023, $5.4 million and $7.8 million
was recognized as revenue during the three and nine months ended September 30, 2023, respectively.March 31, 2024. Revenue recognized during the three and nine months
ended September 30, 2022March 31, 2023 of $0.7$5.7 million and $6.5 million, respectively, was included as deferred revenue at December 31, 2021.2022.
6. 5. Income Taxes
We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to
income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. Our
estimated annual effective income tax rate is based on our estimated full year income or loss and the related income taxes
for each jurisdiction in which we operate. This rate can be affected by estimates of full year pre-tax income or loss and
permanent differences.
The effective income tax rate for the three months ended September 30, 2023March 31, 2024 and 20222023 was 17.4%444.4% and (87.4%)191.5%, respectively. The effective income tax rate for the nine months ended September 30, 2023 and 2022 was 155.0% and (66.9%),
respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for the three and nine
months ended September 30, 2023March 31, 2024 and 20222023 were due to the effects of non-deductible officers’ stock-based compensation
expense, the valuation allowance on our net deferred tax assets, state income taxes, benefits from research and development tax credits, and tax effects from our equity awards. The
We consider all available positive and negative evidence in our assessment of the recoverability of our net deferredeffective income tax assets each reporting period. As of June 30, 2023, we determined that a valuation allowance against our net deferred tax assets was no longer required primarily due to sustained tax profitability (pre-tax earnings or loss adjusted by permanent book to tax differences) beginning in 2022 through the first half of 2023, which was objective and verifiable evidence, and anticipated future earnings. As a result, we released $55.9 million of our valuation allowance as a discrete tax benefit duringrate for the three months ended June 30, 2023. ForMarch 31, 2023 was further impacted by the nine months ended September 30, 2023, we continued to experience tax profitability and anticipate future earnings. As of September 30, 2023, we continued to believe that a valuation allowance against the majority ofon our net deferred tax assets was not required as we believed it was more likely than not that our net deferred tax assets would be realized in the future, with the exception of certain separate filing states' net deferred tax assets and professional service corporations'
net deferred tax assets.
When a change in valuation allowance is recognized during an interim period, the change in valuation allowance resulting from current year income is included in the annual effective tax rate and the release of valuation allowance supported by projections of future taxable income is recorded as a discrete tax benefit in the interim period. Our judgment regarding the need for a valuation allowance may reasonably change in future reporting periods due to many factors, including changes in the level of tax profitability that we achieve, changes in tax laws or regulations, and price fluctuations of our Class A common stock and its related future tax effects from our outstanding equity awards.
7. 6. Debt
Our First Lien Credit Agreement (as amended from time to time, the "Credit Agreement") provides for (i) a $700.0$700.0 million
term loan maturing on October 10, 2025 (“First Lien Term Loan Facility”); and (ii) a revolving credit facility for up to $100.0 $100.0
million maturing on October 11, 2024 (the “Revolving Credit Facility”). On June 29, 2023 and July 7, 2023,February 20, 2024, we amended our Revolving Credit Facility andto extend its
maturity date from October 11, 2024 to July 11, 2025. As of March 31, 2024, there were no changes to the terms of our First Lien Term Loan Facility, respectively, to replace London Interbank Offered Rate (“LIBOR”)
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with Secured Overnight Financing Rate (“SOFR”) as the benchmark interest rate for borrowings under our Revolving Credit Facility and First Lien Term Loan Facility, beginning in July 2023. The First Lien Term Loan Facility and Revolving Credit Facility are collateralized by substantially all ofas disclosed in Note 12 to our assets and 100% of the equity interest of GoodRx.consolidated financial statements
First Lien Term Loan Facilityincluded in our 2023 10-K.
Up to and including June 30, 2023, borrowings under our First Lien Term Loan Facility accrued interest at an adjusted LIBOR plus a variable margin based on our most recently determined First Lien Net Leverage Ratio (as defined in the Credit Agreement), ranging from 2.75% to 3.00%. Beginning in July 2023, borrowings under our First Lien Term Loan Facility bear interest, at our option, at either (i) a term rate based on SOFR (“Term SOFR”) plus an adjustment ranging from 0.10% to 0.25% based on the term of the interest rate period plus a margin ranging from 2.75% to 3.00%; or (ii) an alternate base rate plus a margin ranging from 1.75% to 2.00%, both depending on our First Lien Net Leverage Ratio (as defined in the Credit Agreement). The effective interest rate on the First Lien Term Loan Facility for the three months ended September 30, 2023March 31, 2024 and 2022 2023
was 8.80%8.77% and 5.50%7.81%, respectively. The effective interest rate on the First Lien Term Loan Facility for the nine months ended September 30, 2023 and 2022 was 8.33% and 4.31%, respectively. The First Lien Term Loan Facility requires quarterly principal payments through September 2025, with any remaining unpaid principal and any accrued and unpaid interest due upon maturity. We may prepay the First Lien Term Loan Facility without penalty.
Revolving Credit Facility
We had no borrowings against the Revolving Credit Facility as of September 30, 2023March 31, 2024 and December 31, 2022. Beginning in July 2023 borrowings under our Revolving Credit Facility, if any, bear interest, at our option, at either (i) Term SOFR plus a margin ranging from 2.50% to 3.00%; or (ii) an alternate base rate plus a margin ranging from 1.50% to 2.00%, each with the applicable margin dependent on our First Lien Net Leverage Ratio (as defined in the Credit Agreement). We incur a commitment fee ranging from 0.25% to 0.50% per annum, depending on our First Lien Net Leverage Ratio (as defined in the Credit Agreement), on any unused commitments.
We had outstanding letters of credit issued against the Revolving Credit Facility for $9.2$8.3 million and $9.2 million as of September 30, 2023
March 31, 2024 and December 31, 2022,2023, respectively, which reducedreduces our available borrowings under the Revolving Credit Facility.
Facility.
Our debt balance is as follows:
(in thousands)September 30, 2023December 31, 2022
Principal balance under First Lien Term Loan Facility$661,796 $667,068 
Less: Unamortized debt issuance costs and discounts(6,038)(8,243)
 $655,758 $658,825 
(in thousands)
March 31, 2024
December 31, 2023
Principal balance under First Lien Term Loan Facility
$658,281
$661,797
Less: Unamortized debt issuance costs and discounts
(4,574)
(5,307)
$653,707
$656,490
The estimated fair value of our debt was $660.1 million and $649.6 millionapproximated its carrying value as of September 30, 2023March 31, 2024 and December 31, 2022, respectively, 2023,
based on inputs categorized as Level 2 in the fair value hierarchy.
Under the Credit Agreement, we are subject to a financial covenant requiring maintenance of a First Lien Net Leverage
Ratio (as defined in the Credit Agreement) not to exceed 8.2 to 1.0 only in the event that the amounts outstanding under the
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Revolving Credit Facility exceed a specified percentage of commitments under the Revolving Credit Facility, and other
nonfinancial covenants. Additionally, GoodRx is restricted from making dividend payments, loans or advances to us.covenants under the Credit Agreement. At September 30, 2023,March 31, 2024, we were in compliance with our covenants.
8. 7. Commitments and Contingencies
Aside from the below, as of September 30, 2023,March 31, 2024, there were no material changes to our commitments and contingencies as
disclosed in the notes to our consolidated financial statements included in our 20222023 10-K.
In March 2020, we received a letter from the Federal Trade Commission ("FTC") indicating its intent to investigate our privacy and security practices to determine whether such practices comply with Section 5 of the FTC Act. In April 2020, the FTC sent an initial request for information to us regarding our sharing of data regarding individuals’ use of our website, app and services with service providers, including Google and Facebook. Notwithstanding our belief that we complied with applicable regulations and had meritorious defenses to any claims or assertions to the contrary, on February 1, 2023, we reached a negotiated settlement with the FTC (a "proposed consent order") to resolve all claims and allegations arising out of or relating to the FTC investigation which included a monetary settlement amount of $1.5 million that was accrued as of December 31, 2022 and paid during the three months ended March 31, 2023. The proposed consent order was filed in the United States District Court for the Northern District of California ("NDCA") and was approved and entered on February 17, 2023. The consent order also includes agreements to effect or maintain, as applicable, certain changes to our business practices, policies and compliance requirements that may impose additional costs that we do not believe will be material both individually and in the aggregate to us.
Between February 2, 2023, and March 30, 2023, five individual plaintiffs filed five separate putative class actions
lawsuits against Google, Meta, Criteo and us, alleging generally that we have not adequately protected consumer privacy
and that we communicated consumer information to third parties, including the three co-defendants. Four of the plaintiffs
allege common law intrusion upon seclusion and unjust enrichment claims, as well as claims under California’s
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Confidentiality of Medical Information Act, Invasion of Privacy Act, Consumer Legal Remedies Act, and Unfair Competition
Law. One of these four plaintiffs additionally brings a claim under the Electronic Communications Privacy Act. The fifth
plaintiff brings claims for common-law unjust enrichment and violations of New York’s General Business Law. Four of these
cases were originally filed in the NDCAUnited States District Court for the Northern District of California ("NDCA) (Cases No. 3:23-cv-00501;23-
cv-00501; 3:23-cv-00744; 3:23-cv-00940; and 4:23-cv-01293). One case was originally filed in the United States District
Court for the Southern District of New York (Case No. 1:23-cv-00943); however, that case was voluntarily dismissed and re-filedre-
filed in the NDCA (Case No. 3:23-cv-01508). These five matters have been consolidated and assigned to U.S. District Judge
Araceli Martínez-Olguín in the NDCA. The court also set a briefing schedule for filing a single consolidated complaint, which
the plaintiffs filed on May 21, 2023 (Case No. 3:23-cv-00501-AMO; the "NDCA Class Action Matter"), as well as motions to
dismiss and motions to compel arbitration. In addition to the aforementioned claims, the plaintiffs in the now consolidated
matter bring claims under the Illinois Consumer Fraud and Deceptive Business Practices Act, common law negligence and
negligence per se, in each case, pleaded in the alternative. The plaintiffs are seeking various forms of monetary damages (such
(such as statutory damages, compensatory damages, attorneys’ fees and disgorgement of profits) as well as injunctive
relief. Briefing on the motions to dismiss and motions to compel arbitration was completed on August 24, 2023 and is scheduled to be heard on November 21, 2023. In addition, the court referred the parties to mediation and the parties have a meeting planned to discuss the mediation schedule on November 28, 2023.
In addition, onOn October 27, 2023, six plaintiffs filed a class action complaint (Case No. 1:23-cv-24127-BB; the “SDFL Class Action
Matter”) against us in the United States District Court for the Southern District of Florida ("SDFL"). The plaintiffs alleged, on
behalf of the same nationwide class as the NDCA Class Action Matter, substantially the same statutory and common law
violation claims as alleged in that matter as well as claims based on the federal Electronic Communications Privacy Act,
invasion of privacy under California common law and the California constitution, invasion of privacy under New Jersey's
Constitution, and violations of Pennsylvania’s Wiretapping and Electronic Surveillance Control Act, Florida’s Security of
Communications Act, and New York’s Civil Rights Law and Stop Hack and Improve Electronic Data Security Act. The plaintiffs in
the SDFL Class Action Matter seek various forms of monetary damages as well as injunctive and other unspecified equitable relief.
relief.
On October 27, 2023, we entered into a proposed settlement agreement with the plaintiffs in the SDFL Class Action
Matter, on behalf of a nationwide settlement class that includes the NDCA Class Action Matter, which provides for a payment
of $13.0$13.0 million by us. On October 30, 2023, the plaintiffs in the SDFL Class Action Matter filed a motion and memorandum
in support of preliminary approval of the proposed class action settlement and, on October 31, 2023, the SDFL granted
preliminary approval of the proposed settlement. The proposed settlement is subject to final approval of the court and the SDFL has scheduled a final approval hearing for March 7, 2024.court. Members
of the class have the opportunity to opt-out of the class and commence their own actions.
In response to the proposed settlement in the SDFL Class Action Matter, plaintiffs in the NDCA Class Action Matter filed
(i) on November 1, 2023, a motion in the NDCA for an order to require us to cease litigation of, or alternatively file a motion
to stay in, the SDFL Class Action Matter and enjoin us from seeking settlement with counsel other than plaintiffs’ counsel in
the NDCA Class Action Matter; and (ii) on November 2, 2023, a motion in the SDFL for that court to allow them to intervene
and appear in the SDFL action, transfer the SDFL Class Action Matter to the NDCA and reconsider and deny its preliminary
approval of the proposed settlement. The SDFL has issued an order requiring the SDFL plaintiffs to, among other things, file
a response to the NDCA plaintiffs' motion to intervene. Additionally, U.S. District Judge Araceli Martínez-Olguín in the NDCA
issued an order for us to show cause as to why we should not be sanctioned for an alleged failure to provide notification to
the NDCA of the pendency of the SDFL Class Action Matter. We filed our written response to this order on November 8,
2023. The NDCA is expected to holdheld a hearing on November 14, 2023.2023, and ordered parties to the litigation to participate in mediation. The
parties participated in mediation on January 10, 2024, and have agreed to participate in an additional day of mediation.
which occurred on March 7, 2024. Negotiations between the parties remain ongoing.
Based on the proposed settlement agreement, we have determined that aan estimated $13.0 million loss iswas probable and have
accrued a reasonable estimate$12.5 million as of the loss of $13.0 million during the third quarter ofDecember 31, 2023, which was included innet of an initial $0.5 million payment to a third party qualified
settlement fund that we do not own, which will be disbursed to the plaintiffs if required conditions are satisfied. Based on
ongoing negotiations and mediation between the parties, we determined the estimated probable loss to be $28.0 million as
of March 31, 2024, for which $27.5 million was accrued within accrued expenses and other current liabilities in the accompanying our
condensed consolidated balance sheet as of September 30, 2023.March 31, 2024. While this amount represents our best judgment of the
probable loss based on the information currently available to us, it is subject to significant judgments and estimates and
numerous factors beyond our control, including, without limitation, final approval of the court. This pending proceeding involves complex questionscourt or the results of fact and law and may require the expenditure of significant funds and the diversion of other resources to defend.mediation. The
results of legal proceedings are inherently uncertain, and upon final resolution of these matters, it is reasonably possible that
the actual loss may differ from our estimate.
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9
On April 22, 2024, Lisa Marie Barsuli, 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. 2:24-cv-3282). The plaintiffs seek compensatory damages and equitable relief as well as interest, fees and costs.
The complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder,
and asserts that we and certain of our executive officers failed to disclose to investors the risk relating to a grocery chain
taking actions that impacted acceptance of our discounted pricing for a subset of prescription drugs from PBMs, whose
pricing we promote on our platform (the “grocer issue”), which occurred late in the first quarter of 2022. As alleged in the
complaint, when we disclosed the occurrence of the grocer issue, our stock price fell, causing investor losses. We intend to
vigorously defend against these claims. We believe we have meritorious defenses to the claims of the plaintiff and members
of the class and based upon information presently known to management, we have not accrued a loss for this class action
lawsuit as a loss is not probable and reasonably estimable. While it is reasonably possible a loss may have been incurred,
we are unable to estimate a loss or range of loss in this matter.
These pending proceedings involve complex questions of fact and law and may require the expenditure of significant
funds and the diversion of other resources to defend. In addition, during the normal course of business, we may become
subject to, and are presently involved in, legal proceedings, claims and litigations.litigation. Such matters are subject to many
uncertainties and outcomes are not predictable with assurance. We have not accrued for a loss for any other mattermatters as a
loss is not probable and a loss, or a range of loss, is not reasonably estimable. Accruals for loss contingencies are
recognized when a loss is probable, and the amount of such loss can be reasonably estimated. See "Note 5.4. Accrued
Expenses and Other Current Liabilities." Loss recoveries are recognized when a loss has been incurred and the recovery is
probable. See "Note 4.3. Prepaid Expenses and Other Current Assets."
In February 2023, we initiated arbitration against Famulus Health, LLC (“Famulus”) before the American Arbitration
Association in relation to Famulus’ breach of an agreement entered into by Famulus and us in June 2020, as amended (the
11“Agreement”). GoodRx asserted claims for Famulus' breach of the confidentiality and exclusivity provisions in the
Agreement, seeking to recover damages and injunctive relief. On February 15, 2024, an arbitration award was rendered,
which included a damages award and a permanent injunction (the "Arbitration Award"). Famulus filed a petition to vacate the
Arbitration Award on February 21, 2024 in the United States District Court for the District of South Carolina ("DSC"). GoodRx
filed a petition to confirm the Arbitration Award on February 22, 2024 in the DSC. In April 2024, several motions and
oppositions were filed, which were consolidated by the DSC on April 12, 2024. The DSC held a hearing on April 30, 2024 on
the consolidated actions and an order issuance is pending. We can not make any assurance as to the outcome of the
Arbitration Award and when the Arbitration Award will be collected. Any gain on this matter is considered a gain contingency
and will be recognized in the period in which the Arbitration Award is realized or realizable, pursuant to ASC 450,
Contingencies.
Table of Contents8. Revenue
9. Revenue
For the three and nine months ended September 30, 2023March 31, 2024 and 2022,2023, revenue comprised the following:
 Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)2023202220232022
Prescription transactions revenue$135,427 $131,216 $406,874 $421,126 
Pharma manufacturer solutions revenue (1)
15,897 24,499 60,662 74,519 
Subscription revenue23,240 26,450 71,261 71,545 
Other revenue5,394 5,153 14,824 15,255 
Total revenue$179,958 $187,318 $553,621 $582,445 
______________________
(1)Pharma manufacturer solutions revenue for the three and nine months ended September 30, 2023 included a $10.0 million contract termination payment to a pharma manufacturer solutions client in connection with our restructuring activities, which was recognized as a reduction of revenue. See "Note 12. Restructuring Plan" for additional information.
Three Months Ended March 31,
(in thousands)
2024
2023
Prescription transactions revenue
$145,395
$134,907
Subscription revenue
22,601
24,143
Pharma manufacturer solutions revenue
24,509
20,435
Other revenue
5,375
4,501
Total revenue
$197,880
$183,986
10. 9. Stockholders' Equity
Share Repurchases
On February 23, 2022, our Boardboard of directors ("Board") authorized the repurchase of up to an aggregate of $250.0
$250.0 million of our Class A common stock through February 23, 2024. On February 27, 2024, (the "repurchase program").our Board approved a new
stock repurchase program which authorized the repurchase of up to an aggregate of $450.0 million of our Class A common
stock with no expiration date. Repurchases under thethese repurchase programprograms may be made in the open market, in privately
negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion,
depending on market conditions and corporate needs, or under a trading plan intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c)(1) under the Exchange Act (a "Rule 10b5-1 Plan"). ThisThese repurchase program doesprograms do 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. Repurchased shares are subsequently retired and returned to the status of authorized but
unissued. As of September 30, 2023,March 31, 2024, we had $122.1$295.2 million available for future repurchases of our Class A common stock under
the new stock repurchase program.
On March 6, 2024, we entered into two Stock Purchase Agreements with related parties, one with Spectrum Equity VII,
L.P., Spectrum VII Investment Managers' Fund, L.P., and Spectrum VII Co-Investment Fund, L.P. (collectively, "Spectrum"),
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10
and one with Francisco Partners IV, L.P. and Francisco Partners IV-A (collectively, "Francisco Partners"), pursuant to which
we agreed to repurchase 6.2 million and 14.6 million shares of our Class A common stock (after giving effect to the
automatic conversion of our Class B common stock to Class A common stock upon such repurchase) from Spectrum and
Francisco Partners, respectively, for an aggregate repurchase of  20.9 million shares of our Class A common stock at a price
of $7.19 per share, in each case representing a discount from our closing share price of $7.57 on the date of the execution
of the Stock Purchase Agreements (the "Spectrum and Francisco Partners Repurchase"). The repurchase was approved by
our Board and its Audit Committee as part of the $450.0 million repurchase program approved in February 2024. Closing of
the Spectrum and Francisco Partners Repurchase occurred on March 11, 2024 for an aggregate consideration of $151.4
million, inclusive of direct costs and estimated excise taxes associated with the repurchases.
The following table presents information about our repurchases of our Class A common stock:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)2023202220232022
Number of shares repurchased1,138 2,819 4,371 8,456 
Cost of shares repurchased$7,712 $17,956 $26,149 $101,721 
Former Co-Chief Executive Officers and Interim Chief Executive Officer
On April 25, 2023, Trevor Bezdek and Douglas Hirsch transitioned from our co-Chief Executive Officers to Chairman of the Board and Chief Mission Officer, respectively, in addition to continuing as directors of our Board (the “Transition”). Pursuant to their restated employment agreements as a result of the Transition, Messrs. Bezdek and Hirsch have agreed not to sell their ownership of any of our common stock without approval from our Board, subject to certain exceptions including, but not limited to, pursuant to any new, modified or amended contract, instruction or written plan intended as a Rule 10b5-1 Plan that has been approved or will be approved by our Board after April 25, 2023 or an existing Rule 10b5-1 Plan as of such date.
In connection with the Transition, our Board appointed Scott Wagner as our Interim Chief Executive Officer (principal executive officer), effective April 25, 2023. Pursuant to Mr. Wagner's employment agreement, Mr. Wagner was eligible to receive, amongst other compensation terms and conditions, a stock option award covering between 2.5 million and 3.0 million shares of our Class A common stock, with the final number determined by our Board in its sole discretion. On May 12, 2023, our Board granted Mr. Wagner a stock option award covering 3.0 million shares of our Class A common stock. The grant date fair value of the stock option award was $9.6 million, which vests and becomes exercisable in twelve substantially equal installments on each monthly anniversary of April 25, 2023, subject to Mr. Wagner’s continued employment through the applicable vesting date.
12
Three Months Ended March 31,
(in thousands)
2024
2023
Number of shares repurchased
21,329
1,570
Cost of shares repurchased
$154,814
$9,517
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11. Basic and Diluted (Loss) EarningsLoss Per Share
TheAs we have net losses for thethree months ended March 31, 2024 and 2023, diluted loss per share is the same as
basic loss per share, because potentially dilutive shares are excluded from the computation of (loss) earningsloss per share for the three and nine months ended September 30, 2023 and 2022 as their effect
is as follows:anti-dilutive.
 Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands, except per share amounts)2023202220232022
Numerator:
Net (loss) income$(38,495)$(41,734)$17,001 $(30,856)
Denominator:
Weighted average shares - basic413,437 412,956 412,698 413,254 
Dilutive impact of stock options, restricted stock awards and restricted stock units— — 3,752 — 
Weighted average shares - diluted413,437 412,956 416,450 413,254 
(Loss) earnings per share:
Basic$(0.09)$(0.10)$0.04 $(0.07)
Diluted$(0.09)$(0.10)$0.04 $(0.07)
The following weighted average potentially dilutive shares are excluded from the computation of diluted (loss) earningsloss 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)2023202220232022
Stock options, restricted stock awards and restricted stock units52,96534,75527,80828,540
12. Restructuring Plan
On August 7, 2023, our Board approved a plan to de-prioritize certain solutions under our pharma manufacturer solutions offering (the “Restructuring Plan”), which included (i) a reduction in force involving employees of our wholly-owned subsidiaries GoodRx and vitaCare; (ii) the entry into retention agreements with certain other employees for the purpose of maintaining business continuity; and (iii) the restructuring or termination of certain solutions and arrangements with our clients to better align with our strategic goals and future scale. These actions are part of our continued strategic focus on scaling and re-balancing our cost structure to drive improved profitability. The Restructuring Plan is expected to be substantially complete by the end of 2023.
The following table summarizes restructuring related costs by type incurred through September 30, 2023, and estimated remaining costs to be incurred through the end of the Restructuring Plan:
(in thousands)Three and Nine Months Ended September 30, 2023
Estimated Remaining Costs (4)
Estimated Total Costs
Non-cash charges (1)
$23,869 $30,780 $54,649 
Cash charges
Personnel related costs (2)
6,223 2,908 9,131 
Client contract termination costs (3)
10,000 — 10,000 
Total restructuring related costs$40,092 $33,688 $73,780 
______________________
(1)Non-cash charges principally relate to (i) amortization of certain intangible assets that have been accelerated through December 31, 2023, the date the Restructuring Plan is expected to be substantially complete; and (ii) a loss on the disposal of certain capitalized software that are not yet ready for their intended use. The accelerated amortization primarily relates to (i) developed technology and customer relationships acquired in connection with the acquisition of vitaCare; and (ii) certain in-service capitalized software. Of the estimated total costs, we expect to recognize (i) $46.7 million of accelerated amortization expense, of which $17.5 million was recognized during the three and nine months ended September 30, 2023 and presented within depreciation and amortization in the accompanying condensed consolidated statements of operations; and (ii) $7.0 million loss on the disposal of certain capitalized software not yet ready for their intended use, all of which was recognized during the three and
13
Three Months Ended March 31,
(in thousands)
2024
2023
Stock options, restricted stock awards and restricted stock units
50,062
38,027
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nine months ended September 30, 2023 and presented within product development and technology in the accompanying condensed consolidated statements of operations.
(2)Cash expenditures consist of termination charges arising from severance obligations, continuation of salaries and benefits over a 60-day transitional period during which impacted employees remain employed but are not expected to provide active service, and other customary employee benefit payments in connection with a reduction in force as well as retention charges for certain other employees. During the three and nine months ended September 30, 2023, $3.2 million of these costs was recognized in cost of revenue and $1.9 million in product development and technology, with the remainder in sales and marketing and general and administrative expenses in the accompanying condensed consolidated statements of operations. In addition, the $6.2 million total incurred costs excludes a $0.9 million benefit from the reversal of previously recognized discretionary bonus accruals for certain impacted employees which is presented as a reduction of non-cash charges in the table above.
(3)Cash payment relating to the termination of certain contracts with a pharma manufacturer solutions client in connection with the Restructuring Plan, which was recognized as a reduction of revenue in the accompanying condensed consolidated statements of operations.
(4)These restructuring related charges are estimates and subject to a number of assumptions, and actual results may differ from such estimates.
The following table summarizes the activities for the restructuring related liability included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets:

(in thousands)Personnel Related Costs
Balance at December 31, 2022$— 
Provision6,223 
Cash payments(1,113)
Balance at September 30, 2023$5,110 
13. Subsequent Events
Net Settlement of the Performance-Vesting Founders Awards
As disclosed in Note 15 to our consolidated financial statements in our 2022 10-K, the remaining vested 15.7 million shares of Class B common stock underlying the Performance-Vesting Founders Awards (as defined therein) for our co-founders (formerly Co-Chief Executive Officers) were subject to settlement in October 2023, or earlier upon a change in control event, as defined in the agreement governing the award.
In accordance with the terms of the Performance-Vesting Founders Awards, we may withhold shares and remit income taxes on behalf of our co-founders at applicable statutory rates on the date of settlement. We refer to such settlement as net settlement. In October 2023, we net settled the remaining vested 15.7 million shares of Class B common stock underlying the Performance-Vesting Founders Awards and remitted cash consideration of $44.5 million on behalf of our co-founders to the relevant tax authorities to satisfy income tax withholding obligations. We delivered an aggregate of 7.6 million shares of our Class B common stock to our co-founders to net settle the award, after withholding an aggregate of approximately 8.1 million shares of our Class B common stock. At our co-founders' election, the delivered 7.6 million shares of our Class B common stock were converted to 7.6 million shares of our Class A common stock on the settlement date.
SDFL Class Action Matter
In October 2023, we entered into a proposed settlement agreement with the plaintiffs in the SDFL Class Action Matter. See "Note 8. Commitments and Contingencies" for additional information.

1411
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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,10-
Q, as well as Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
Part II, Item 8, “Financial Statements and Supplementary Data” included in our 2022 10-K.Annual Report on Form 10-K for the fiscal
year ended December 31, 2023 filed with the Securities and Exchange Commission ("SEC") on February 29, 2024 (“2023
10-K”). This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving
risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements
as a result of various factors, including those set forth in the "Risk Factors" sectionssection of our 20222023 10-K and this Quarterly Report on Form 10-Q and other factors set
forth in other parts of this Quarterly Report on Form 10-Q and our filings with the SEC.
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 to GoodRx Holdings, Inc. and its
consolidated subsidiaries.
•“Co-Founders” refers to Trevor Bezdek, our Chairman and a director of the Company, and Douglas Hirsch,
our Chief Mission Officer and a director of the Company.
•“consumers” refer to the general population in the 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.pharmacy or under a direct contract with one of our
partner pharmacies. Through our platform, our discounted prices are free to access for consumers by saving a
GoodRx 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”), and Kroger Rx Savings Club powered by GoodRx (“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 a GoodRx 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 a GoodRx 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 a GoodRx 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 pharma manufacturer solutions offering, or consumers who used our
telehealth offerings.offering. When presented for a period longer than a month, Monthly Active Consumers is averaged
over the number of calendar months in such period. For example, a unique consumer who uses a GoodRx
code twice in January, but who did not use our prescription transactions offering again in February or March, is
counted as 1 in January and as 0 in both February and March, thus contributing 0.33 to our Monthly Active
Consumers for such quarter (average of 1, 0 and 0). A unique consumer who uses a GoodRx code in January
and in March, but did not use our prescription transactions offering in February, would be counted as 1 in
January, 0 in February and 1 in March, thus contributing 0.66 to our Monthly Active Consumers for such
quarter. Monthly Active Consumers from acquired companies are only included beginning in the first full
quarter following the acquisition.
•"partner pharmacies" refers to select licensed pharmacies with whom we have direct contractual agreements.
•“PBM” refers to a pharmacy benefit manager. PBMs aggregate demand to negotiate prescription medication
prices with pharmacies and pharma 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.
•“pharma” is an abbreviation for pharmaceutical.
•“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 the GoodRx consumer for that prescription utilizing
a GoodRx code available through our platform at that same pharmacy. In certain circumstances, we may show
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12
a list price on our platform when such list price is lower than the negotiated price available using a GoodRx
code and, in certain circumstances, a consumer may use a GoodRx code and pay the list price at a pharmacy
if such list price is lower than the negotiated price available using a GoodRx 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
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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 where GoodRx 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.
•“subscribers” and similar references refers to our consumers that are subscribed to either of our subscription
offerings, Gold or Kroger Savings. References to subscription plans as of a particular date represents an active
subscription to either one of our aforementioned subscription offerings as of the specified date. Each
subscription plan may represent more than one subscriber since family subscription plans may include multiple members.
members.
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-Q. Certain other amounts that appear in this Quarterly Report on Form 10-Q may not sum due to
rounding.
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 resource forconsumer-focused digital healthcare savings and informationplatform in the United States. We believe our financial results
reflect the significant market demand for our offerings and the value that we provide to the broader healthcare ecosystem; however, our financial results for the three and nine months ended September 30, 2023 have been materially impacted by certain restructuring related activities undertaken by us during 2023 and the sustained effects of certain events that occurred during 2022.ecosystem.
Late in the first quarter of 2022, a grocery chain took actions that impacted acceptance of discounted pricing for a subset of prescription drugs from PBMs, who are one category of our customers, and whose pricing we promote on our platform (such events referred to as the grocer issue). This had a material adverse impact on our prescription transactions revenue and Monthly Active Consumers, which was partially offset by our ability to shift certain prescription transactions to other retailers. Although the grocer issue was addressed in August 2022 and our discounted pricing has since been consistently welcomed at the point of sale by the grocery chain, beginning in the second quarter of 2022, it has had and will continue to have a sustained adverse impact on our prescription transactions revenue and Monthly Active Consumers due to consumer response to updated consumer pricing and the timing and extent of returning user levels. We have not experienced, and are not aware of, PBM-pharmacy issues at any other large volume pharmacies, with the exception of the grocery chain described above, and we believe our pharmacy and PBM relationships remain strong. For additional information, please see sections entitled “Risk Factors" in our 2022 10-K and this Quarterly Report on Form 10-Q.
In addition to the above, but to a lesser extent, the acquisition of vitaCare Prescription Services, Inc. ("vitaCare") in April 2022 also had a negative impact on our net (loss) income, net (loss) income margin, Adjusted EBITDA and Adjusted EBITDA Margin for the three and nine months ended September 30, 2023. vitaCare has a higher cost of revenue due to the operational nature of the solutions it supports and has historically generated net losses and negative Adjusted EBITDA.
On August 7, 2023, our board of directors (our "Board") approved a plan to de-prioritize certain solutions provided under our pharma manufacturer solutions offering, including vitaCare (the “Restructuring Plan”). The Restructuring Plan included (i) a reduction in force involving employees of our wholly-owned subsidiaries GoodRx, Inc. and vitaCare; (ii) the entry into retention agreements with certain other employees for the purpose of maintaining business continuity; and (iii) the restructuring or termination of certain solutions and arrangements with our clients to better align with our strategic goals and future scale. These actions are part of our continued strategic focus on scaling and re-balancing our cost structure to drive improved profitability and are expected to be substantially complete by the end of 2023. Our revenue and net (loss) income for the three and nine months ended September 30, 2023 have been impacted by costs incurred due to the Restructuring Plan, which we expect will continue through the end of 2023. These restructuring activities are expected to result in approximately $18 million to $22 million of annualized run rate cash savings. The annualized run rate cash savings are estimates and subject to a number of assumptions, and actual results may differ materially. In addition, we expect the run rate cash savings to principally impact future cost of revenues. For additional information regarding the Restructuring Plan, see Note 12 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.
For the three months ended September 30, 2023March 31, 2024 as compared to the same period of 2022:
•Revenue decreased 4% to $180.0 million (which was impacted by $10.0 million of client contract termination costs incurred in connection with the Restructuring Plan) from $187.3 million;2023
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•Adjusted Revenue increased 1% to $190.0 million (which represents revenue excluding the $10.0 million of client contract termination costs incurred in connection with the Restructuring Plan, which was recognized as a reduction of revenue) from $187.3 million;:
•Revenue and Adjusted Revenueincreased8% to $197.9 million from $184.0 million;
•Net loss and net loss margin were $38.5$1.0 million and 21.4%0.5%, respectively, compared to net loss and net loss
margin of $41.7$3.3 million and 22.3%1.8%, respectively; and
•Adjusted EBITDA and Adjusted EBITDA Margin were $53.5$62.8 million and 28.1%31.7%, respectively, compared to $52.0 million and 27.8%, respectively.
For the nine months ended September 30, 2023 as compared to the same period of 2022:
•Revenue decreased 5% to $553.6 million (which was impacted by $10.0 million of client contract termination costs incurred in connection with the Restructuring Plan) from $582.4 million;$53.2
•millionAdjusted Revenue decreased 3% to $563.6 million (which represents revenue excluding the $10.0 million of client contract termination costs incurred in connection with the Restructuring Plan, which was recognized as a reduction of revenue) from $582.4 million; and 28.9%, respectively.
•Revenue, Net income and net income margin were $17.0 million and 3.1%, respectively, compared to net loss and net loss margin of $30.9 million and 5.3%, respectively; and
•Adjusted EBITDA and Adjusted EBITDA Margin were $160.2 million and 28.4%, respectively, compared to $163.9 million and 28.1%, respectively.
Revenue, net (loss) income and net (loss) income margin are financial measures prepared in conformity with accounting principles
generally accepted in the United States ("GAAP"). Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP
non-GAAP financial measures.measures. For a reconciliation and presentation of Adjusted Revenue, Adjusted EBITDA and Adjusted
EBITDA Margin to the most directly comparable GAAP financial measures, information about why we consider Adjusted
Revenue, Adjusted EBITDA and Adjusted EBITDA Margin useful and a discussion of the material risks and limitations of
these measures, please see “Key Financial and Operating Metrics—Non-GAAP Financial Measures" below.
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. In addition, we may experience stronger demand for our pharma manufacturer solutions offering during the fourth quarter of each year, which coincides with pharma manufacturers' annual budgetary spending patterns. This seasonality may impact revenue and sales and marketing expense. The grocer issue and the ongoing impact of COVID-19 may have masked these trends in recent periods and may continue to impact these trends in the future.
Recent Developments
In October 2023, we net settled the remaining vested 15.7 million shares of Class B common stock underlying the Performance-Vesting Founders Awards (as defined in our 2022 10-K) and remitted aggregate cash consideration of $44.5 million on behalf of our co-founders to the relevant tax authorities to satisfy income tax withholding obligations. Additionally, in October 2023, we entered into a proposed settlement agreement with respect to an ongoing class action litigation. See Note 13 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Key Financial and Operating Metrics
We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA
Margin to assess our performance, make strategic and offering decisions and build our financial projections. The number of
Monthly Active Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our
marketing and engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with consumers.
consumers.
We exited the thirdfirst quarter of 20232024 with over 7approximately8 million prescription-related consumers that used GoodRx
across our prescription transactions and subscription offerings. Our prescription-related consumers represent the sum of
Monthly Active Consumers for the three months ended September 30, 2023March 31, 2024 and subscribers to our subscription plans as of September 30, 2023.
17March 31, 2024.
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Monthly
13
Monthly Active Consumers
Monthly Active Consumers beginning with the second quarter of 2022 were impacted by the grocer issue.
Three Months Ended
Three Months Ended
(in millions)(in millions)September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022		June 30,
2022		March 31,
2022
March 31,
2024
December 31,
2023
September 30,
2023
June 30,
2023
March 31,
2023
Monthly Active ConsumersMonthly Active Consumers6.16.16.15.95.85.86.4
6.7
6.4
6.1
6.1
6.1
Subscription Plans
Beginning in 2022, subscriptionSubscription plans have been impacted by a pricing increase for Gold subscribers that went into effect in the first half of 2022 and a sequential decline in our subscription plans for Kroger Savings as a result
of reduced marketing spend in relation to thethat offering. We expect our subscription plans for Kroger Savings to continue to
sequentially decline through July 2024, the expected sunset of the program.Gold subscription plans increased year-over-
 As of
(in thousands)September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022		June 30,
2022		March 31,
2022
Subscription plans9309691,0071,0301,0601,1331,203
year and accounted for 708 thousand of our total subscription plans as of March 31, 2024.
As of
(in thousands)
March 31,
2024
December 31,
2023
September 30,
2023
June 30,
2023
March 31,
2023
Subscription plans
778
884
930
969
1,007
Non-GAAP Financial Measures
Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial
performance and are also used for internal planning and forecasting purposes. We believe Adjusted Revenue, Adjusted
EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts and other interested parties because they can assist
in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition,
these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
We define Adjusted Revenue for a particular period as revenue excluding client contract termination costs associated
with restructuring related activities. We exclude these costs from revenue because we believe they are not indicative of past
or future underlying performance of the business.
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, stock-based compensation expense,
payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss
on operating lease assets, restructuring related expenses, legal settlement expenses, charitable stock donation, gain on
sale of business and other income or expense, net. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage
of Adjusted Revenue.
Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial 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 costs 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.
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14
The following table presents a reconciliation of net (loss) incomeloss and revenue, the most directly comparable financial measures
calculated in accordance with GAAP, to Adjusted EBITDA and Adjusted Revenue, respectively, and presents net loss
18
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(loss) income margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:Margin:
 Three Months Ended
September 30,		Nine Months Ended
September 30,
(dollars in thousands)2023202220232022
Net (loss) income$(38,495)$(41,734)$17,001 $(30,856)
Adjusted to exclude the following:
Interest income(8,649)(2,920)(23,697)(3,829)
Interest expense14,720 9,478 41,907 22,316 
Income tax (benefit) expense(8,106)19,463 (47,938)12,370 
Depreciation and amortization (1)
33,024 13,952 64,060 38,644 
Other expense (2)
2,200 — 4,008 — 
Financing related expenses (3)
— 5 — 14 
Acquisition related expenses (4)
162 18,656 1,603 23,630 
Restructuring related expenses (5)
22,389 5,880 22,389 6,236 
Legal settlement expenses (6)
3,000 — 3,000 2,800 
Stock-based compensation expense32,646 29,038 76,042 90,820 
Payroll tax expense related to stock-based compensation580 184 1,425 1,739 
Loss on operating lease assets (7)
— — 374 — 
Adjusted EBITDA$53,471 $52,002 $160,174 $163,884 
Revenue$179,958 $187,318 $553,621 $582,445 
Adjusted to exclude the following:
Client contract termination costs (8)
10,000 — 10,000 — 
Adjusted Revenue$189,958 $187,318 $563,621 $582,445 
Net (loss) income margin (9)
(21.4 %)(22.3 %)3.1 %(5.3 %)
Adjusted EBITDA Margin (10)
28.1 %27.8 %28.4 %28.1 %
______________________
Three Months Ended March 31,
(dollars in thousands)
2024
2023
Net loss
$(1,009)
$(3,290)
Adjusted to exclude the following:
Interest income
(7,555)
(7,234)
Interest expense
14,643
13,133
Income tax expense
1,302
6,886
Depreciation and amortization
15,942
14,939
Other expense
—
1,808
Financing related expenses (1)
440
—
Acquisition related expenses (2)
174
1,056
Restructuring related expenses (3)
(125)
—
Legal settlement expenses (4)
13,000
—
Stock-based compensation expense
25,096
25,499
Payroll tax expense related to stock-based compensation
879
440
Adjusted EBITDA
$62,787
$53,237
Revenue and Adjusted Revenue (5)
$197,880
$183,986
Net loss margin
(0.5%)
(1.8%)
Adjusted EBITDA Margin
31.7%
28.9%
_____________________________________________________
(1)Depreciation and amortization for the three and nine months ended September 30, 2023 included $17.5 million of amortization related to certain intangible assets in connection with the Restructuring Plan, which have been accelerated through December 31, 2023, the date the Restructuring Plan is expected to be substantially complete.
(2)Other expense represents the impairment loss on one of our minority equity interest investments.
(3)Financing related expenses include third-partythird party fees related to proposed financings.
(4)(2)Acquisition related expenses principally include costs for actual or planned acquisitions including related third-party
fees, legal, consulting and other expenditures, and as applicable, severance costs and retention bonuses to
employees related to acquisitions and change in fair value of contingent consideration. From time to time,
(5)acquisition related expenses may also include similar transaction related costs for business dispositions.
(3)Restructuring related expenses include employee severance and other personnel related costs in connection with
various workforce optimization and organizational changes thatto better align with our strategic goals and future scale. In connection with the Restructuring Plan, restructuring related expenses for the three and nine months ended September 30, 2023 included (i) a loss of $7.0 million relating to the disposal of certain capitalized software that were not yet ready for their intended use; (ii) net charge of $5.3 million relating to various headcount reduction and personnel initiatives; and (iii) a $10.0 million contract termination payment to a pharma manufacturer solutions client.
(6)(4)Legal settlement expenses consist of periodic settlement costs for the threesignificant and nine months ended September 30, 2023unusual litigation matters. We
believe these costs do not represent the estimated net loss with respect to an ongoing class action litigation. Legal settlementrecurring expenses for the nine months ended September 30, 2022 represent the estimated amount accrued with respect to the Federal Trade Commission ("FTC") negotiated settlement. The estimated accrual was adjustedarising in the fourth quarterordinary course of 2022 to reflect the actual negotiated settlement amount of $1.5 million. See Note 8 to our condensed consolidated financial statements for additional information.business that are
(7)indicative of our oveLoss onrall operating lease assets include,performance.
(5)Revenue was equal to Adjusted Revenue as applicable forthere was no client contract termination cost associated with
restructuring related activities in the periods presented, losses incurred relating to the abandonment or sublease of certain leased office spaces and disposal of related capitalized costs.presented.
(8)Client contract termination costs represent a payment to a pharma manufacturer solutions client to terminate certain contracts in connection with the Restructuring Plan, which was recognized as a reduction of revenue.
(9)Net (loss) income margin represents net loss or net income, as applicable, as a percentage of revenue.
(10)Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Adjusted Revenue.
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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 pharma manufacturer solutions, subscription offerings, and our telehealth offering. AllFor a description of the components of our revenue has been generatedresults of operations, refer to Note 2 to our audited consolidated financial
statements included in the United States. We consider PBMs, pharmacies, pharma manufacturers and our subscribers, with whom we have direct contractual agreements, to be our primary customers.
•Prescription transactions revenue2023: Consists primarily of revenue generated from PBMs when a prescription is filled with a GoodRx code provided through our platform. The majority of our contracts with PBMs provide for fees that represent a percentage of the fees that PBMs charge to the pharmacy, and a minority of our contracts provide 10-K. In addition, for a fixed fee per transaction. Our percentagedescription of fee contracts often also include a minimum fixed fee per transaction. Certain contracts also provideprimary drivers that the amount of fees we receive is based on the volume of prescriptions filled each month. 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 impactmay cause our revenue, from PBMs. Beginning in late 2022, we began to enter into direct contractual agreements with pharmacies, which generally provide for lower fees per transaction relative to prescriptions filled through our agreements with PBMs. Our contracts with pharmacies provide consumers access to discounted prices. We earn fixed fees per transaction from such pharmacies when a prescription is filled with a GoodRx code provided through our platform. We expect to increase direct contractual relationships with more pharmacies in proportion to existing contractual agreements with our PBMs in the near term. Consumer incentives principally in the form of discounts on prescription drugs processed through pharmacies that we directly contract with are recognized as a reduction of prescription transactions revenue.costs and
•Pharma manufacturer solutions revenue: Consists primarily of revenue generated from pharma manufacturers and other customers for advertising, including integrating onto our platform their affordability solutions to our consumers, and also from prescription transaction fees generated when pharmacies fill prescriptions for products sold by pharma manufacturers via our vitaCare pharmacy services solution, net of consideration paid or payable to clients in connection with terminating pharma manufacturer solutions contracts.
•Subscription revenue: Consists of revenue from our Gold and Kroger Savings subscription offerings.
•Other revenue: Consists of revenue generated by our telehealth offering that allows 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; 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; allocated overhead; and as applicable, fulfillment costs for certain solutions provided to customers under our pharma manufacturer solutions offering. Cost of revenue is largely driven by the growth of our visitor, subscriber and active consumer base, as well as our offering mix. Our cost of revenue as a percentage of revenue may vary based on the change in mix 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; costs related to third-party services and contractors related to product development, information technology and software; and allocated overhead. Product development and technology expenses are primarily driven by changes in headcount and investments to support and 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 varyfluctuate from period to period. Product development and technology expenses also include, as applicable, losses associated with disposal of capitalized development costs relatedperiod, including seasonality, refer to internal-use software that are not yet ready for their intended use.Part II, Item 7, “Management’s
•Discussion and Analysis of Financial Condition and Results of Operations” included in our Sales and marketing:2023 Consists primarily of advertising and promotional expenses for consumer acquisition and retention including consumer (who are not our customers) discounts and incentives that are generally offered to a limited number of consumers for a limited time on a limited number of prescription drugs processed through our PBMs; as well as personnel costs, including salaries, benefits, bonuses, stock-based compensation expense and sales commissions, for sales and marketing employees; costs related to 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. We continuously evaluate the impact of sales and marketing activities10-K.
20
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on our business and actively manage our sales and marketing spend, including our investments in consumer acquisition, which is largely variable, as market and business conditions change.
•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, loss on operating lease assets, gain on sale of business, legal settlement charges, net of insurance recoveries, and charitable donations.
•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 and estimated useful lives.
Other Expense, Net
Our other expense, net consists of the following:
•Other expense: Consists primarily of miscellaneous expense that are not core to our operations.
•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 our debt arrangements, including amortization of debt issuance costs and discounts.
Income Taxes
Our income taxes consist of federal and state income taxes. Our effective income tax rate differs from the U.S. federal statutory rate of 21.0% primarily due to effects of non-deductible officers’ stock-based compensation expense, changes in the valuation allowance against our net deferred tax assets, state income taxes, research and development tax credits and tax effects from our equity awards. For information regarding our calculation of income taxes in interim periods, see Note 6 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.
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Results of Operations
Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022
The following table sets forth our results of operations for the three months ended September 30, 2023March 31, 2024 and 2022:2023:
(dollars in thousands)Three Months Ended
September 30, 2023		% of Total RevenueThree Months Ended
September 30, 2022		% of Total RevenueChange ($)Change (%)
Revenue:
Prescription transactions revenue$135,427 75%$131,216 70%$4,211 3%
Pharma manufacturer solutions revenue (1)
15,897 9%24,499 13%(8,602)(35%)
Subscription revenue23,240 13%26,450 14%(3,210)(12%)
Other revenue5,394 3%5,153 3%241 5%
Total revenue179,958 187,318 
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below18,721 10%17,395 9%1,326 8%
Product development and technology39,611 22%35,921 19%3,690 10%
Sales and marketing91,615 51%86,215 46%5,400 6%
General and administrative35,317 20%49,548 26%(14,231)(29%)
Depreciation and amortization33,024 18%13,952 7%19,072 137%
Total costs and operating expenses218,288 203,031 
Operating loss(38,330)(15,713)
Other expense, net:
Other expense(2,200)1%— 0%(2,200)n/m
Interest income8,649 5%2,920 2%5,729 196%
Interest expense(14,720)8%(9,478)5%(5,242)55%
Total other expense, net(8,271)(6,558)
Loss before income taxes(46,601)(22,271)
Income tax benefit (expense)8,106 5%(19,463)10%27,569 (142%)
Net loss$(38,495)$(41,734)
(dollars in thousands)
Three
Months
Ended
March 31,
2024
% of Total
Revenue
Three
Months
Ended
March 31,
2023
% of Total
Revenue
Change ($)
Change (%)
Revenue:
Prescription transactions revenue
$145,395
73%
$134,907
73%
$10,488
8%
Subscription revenue
22,601
11%
24,143
13%
(1,542)
(6%)
Pharma manufacturer solutions revenue
24,509
12%
20,435
11%
4,074
20%
Other revenue
5,375
3%
4,501
2%
874
19%
Total revenue
197,880
183,986
Costs and operating expenses:
Cost of revenue, exclusive of
depreciation and amortization
presented separately below
12,468
6%
16,695
9%
(4,227)
(25%)
Product development and technology
31,017
16%
32,908
18%
(1,891)
(6%)
Sales and marketing
89,964
45%
78,522
43%
11,442
15%
General and administrative
41,108
21%
29,619
16%
11,489
39%
Depreciation and amortization
15,942
8%
14,939
8%
1,003
7%
Total costs and operating expenses
190,499
172,683
Operating income
7,381
11,303
Other expense, net:
Other expense
—
0%
(1,808)
1%
1,808
n/m
Interest income
7,555
4%
7,234
4%
321
4%
Interest expense
(14,643)
7%
(13,133)
7%
(1,510)
11%
Total other expense, net
(7,088)
(7,707)
Income before income taxes
293
3,596
Income tax expense
(1,302)
1%
(6,886)
4%
5,584
(81%)
Net loss
$(1,009)
$(3,290)
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16
Revenue
(1)Pharma manufacturer solutionsAll of our revenue forhas been generated in the three and nine months ended September 30, 2023 included a $10.0 million contract termination payment to a pharma manufacturer solutions client in connection with our Restructuring Plan, which was recognized as a reduction of revenue. See Note 12 to our condensed consolidated financial statements for additional information.United States.
Revenue
Prescription transactions revenue increased $4.2$10.5 million,or 3%8%, year-over-year, primarily drivenas a result of a 10%increase
in the number of our Monthly Active Consumers from organic growth, including expansion of our integrated savings program,
which integrates our discounts and pricing in a seamless experience at the pharmacy counter for eligible plan members
served by a 5%certain PBM partners. The impact from the increase in the number of our Monthly Active Consumers was partially
offset by lower fees per transaction as a result of our ongoing shift to direct contractual agreements with pharmacies and an increase in our consumer incentives programs pertaining to transactions processed through pharmacies that we directly contracted with,discounts, which wereare all recognized as a reduction of revenue. We expectrevenue beginning in December
2023 as a modest trendresult of lower fees per transactiona change in the near term as we continuesome aspects of our consumer incentives program. For further information regarding our
consumer incentives program, see Note 2 to focus on increasing the volume of transactions processed through pharmacies that we directly contract with, which,our audited consolidated financial statements included in general, do and may in the future provide lower pricing relative to transactions processed through our PBMs.2023 10-K.
Pharma manufacturer solutionsSubscription revenue decreased $8.6$1.5 million, or 35%6%, year-over-year, primarily driven by a $10.0decrease in the number of
subscription plans due to the anticipated sunset of Kroger Savings with778 thousand subscription plans as of March 31,
2024 compared to 1,007 thousand as of March 31, 2023. Given the subscription fee is higher for Gold relative to Kroger
Savings, we expect the anticipated sunset of Kroger Savings will result in a higher year-over-year decline in subscription
plans relative to subscription revenue.
Pharma manufacturer solutions revenue increased$4.1 million contract termination payment, or 20%, year-over-year, primarily driven by organic
growth as we continued to expand our market penetration with pharma manufacturers and other customers, partially offset
by a client$2.4 million decrease in revenue contribution from vitaCare Prescription Services, Inc., a solution we de-prioritized in
connection with the Restructuring Plan, which was recognized as a reductionrestructuring of revenue, partially offset by organic growth. We expect the results of the de-prioritization of certain solutions under our pharma manufacturer solutions offering in the second half of 2023. We expect
pharma manufacturer solutions to continue to grow as a percentage of total revenue in connection with the Restructuring Plan will have a sustained adverse impact onnear to medium term as we
continue to scale and expand available services, capabilities and platforms of our pharma manufacturer solutions revenue in the medium term.offering.
Subscription revenue decreased $3.2 million, or 12%, year-over-year, primarily driven by a decrease in the number of subscription plans largely due to the sunset of Kroger Savings, resulting in 930 thousand subscription plans as of
22
Table of ContentsCosts
September 30, 2023 compared to 1,060 thousand as of September 30, 2022, as well as a change in the sales mix of Gold subscription plans to more single-user plans and away from family plans leading to a lower price per subscription plan. We do not believe the grocer issue materially impacted subscription revenue through the third quarter of 2023.
Other revenue increased 5% year-over-year. We do not believe the expected sunset of Kroger Savings in July 2024 will have a material impact on our future revenue and financial results.
Costs and Operating Expenses
Cost of revenue, exclusive of depreciation and amortization
Cost of revenue increased $1.3decreased$4.2 million, or 8%25%, year-over-year, primarily driven by a $3.8 million decrease in
outsourced and in-house personnel and other costs related to consumer support and a $2.1 million decrease in allocated
overhead, bothdue to personnel related costs arisinglower average headcount principally as a result of the restructuring of our pharma manufacturer
solutions offering in the second half of 2023. The impact from the Restructuring Plan.these drivers was partially offset by a $1.1 million increase in
processing fees.
Product development and technology
Product development and technology expenses increased $3.7decreased$1.9 million, or 10%6%, year-over-year, primarily drivendriven by a $7.6
$3.0 million loss on the disposal of certain capitalized software that were not yet ready for their intended use, principally in connection with the Restructuring Plan. The impact from this loss was partially offset by a $4.0 million decrease in payroll and related costs largely due to lower average headcount and higher capitalization of certain qualified costs related to the
development of internal-use software.software and lower average headcount.
Sales and marketing
Sales and marketing expenses increased $5.4$11.4 million, or 6%15%, year-over-year, primarily driven by a $3.3$10.1 million
increase in advertising expenses, a $7.3 million increase in payroll and related costs, principally from higher stock-based
compensation expense duedue to changes in our employee composition, and a $2.5$2.7 million increase in third-party marketing and related support services and a $1.4 million increase in advertising
expenses. The impact from these drivers was partially offset by a $2.2$9.7 million decrease in promotional expenses
substantially in the form of consumer discounts, pertaining towhereas beginning in December 2023 these are recognized as a reduction
of revenue as described in our discussion and analysis of prescription transactions processed through our PBMs.revenue above.
General and administrative
General and administrative expenses decreased $14.2increased$11.5 million, or 29%39%, year-over-year, primarily driven by a $16.6net
$13.0 million change in fair value of contingent consideration in 2022 related to the vitaCare acquisition and a $5.6 million decrease in stock-based compensation expense related to awards granted to our co-founders (the "Founders Awards") in connection with our initial public offering ("IPO") in 2020. The impact from these drivers was partially offset by a net $3.0 million estimated legal settlement loss recognized duringin the thirdfirst quarter of 20232024 with respect to an ongoing class action litigation (see
Note 87 to our condensed consolidated financial statements), and a $3.0$3.3 million increase in payroll and related expenses,
principally driven by stock-based compensation expense related to a stock option awardfrom equity awards granted to our Interim Chief Executive Officer in the second quarter of 2023 as well asand first quarter
of 2024. The impact from these drivers was partially offset by a $2.4$4.5 million increasedecrease in professional fees.stock-based compensation expense
related to awards granted to our Co-Founders in 2020.
Depreciation and amortization
Depreciation and amortization expenses increased $19.1$1.0 million, or 137%7%, year-over-year, primarily driven by $17.5 million higher
amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction
of new products and features. The year-over-year change in depreciation and amortization was partially offset by lower
amortization related to certain intangible assets that were fully amortized in 2023 in connection with the Restructuring Plan, which have been accelerated through December 31, 2023,restructuring of our
pharma manufacturer solutions offering in the date the Restructuring Plan is expected to be substantially complete.second half of 2023.
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17
Other Expense
Other expense increaseddecreased by $2.2$1.8 million year-over-year, due to an impairment loss on one of our minority equity
interest investments.investments recognized in the first quarter of 2023.
Interest IncomeExpense
Interest income expense increased by $5.7$1.5 million, or 11%, year-over-year, primarily due to higher interest rates earned on cash equivalents held in U.S. treasury securities money market funds.
Interest Expense
Interest expense increased by $5.2 million, or 55%, year-over-year, primarily due to higher interest rates, partially offset
by lower average debt balances.
23
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Income Taxes
For the three months ended September 30, March 31, 2024 and 2023, we had an income tax benefit of $8.1 million compared to income tax expense of $19.5$1.3 million for the three months ended September 30, 2022 and $6.9 million,
respectively, and an effective income tax rate of 17.4%444.4% and (87.4%)191.5%, respectively. The year-over-year changedecrease in our
income taxestax expense was primarily due to the changesdriven by a decrease in our estimated annual effective income tax rate year-over-year fromdue to the tax effects release
of our valuation allowance previously maintained against our net deferred tax assets in excess of tax amortizable goodwill. For information regarding our valuation allowance analysis, see Part I, Item 2, "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Income Taxes—Valuation of Deferred Tax Assets" included elsewhere in this Quarterly Report on Form 10-Q.
Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022
The following table sets forth our results of operations for the nine months ended September 30, 2023 and 2022:
(dollars in thousands)Nine Months Ended
September 30, 2023		% of Total RevenueNine Months Ended
September 30, 2022		% of Total RevenueChange ($)Change (%)
Revenue:
Prescription transactions revenue$406,874 73%$421,126 72%$(14,252)(3%)
Pharma manufacturer solutions revenue (1)
60,662 11%74,519 13%(13,857)(19%)
Subscription revenue71,261 13%71,545 12%(284)0%
Other revenue14,824 3%15,255 3%(431)(3%)
Total revenue553,621 582,445 
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below51,755 9%47,719 8%4,036 8%
Product development and technology103,804 19%106,367 18%(2,563)(2%)
Sales and marketing247,577 45%273,503 47%(25,926)(9%)
General and administrative95,144 17%116,211 20%(21,067)(18%)
Depreciation and amortization64,060 12%38,644 7%25,416 66%
Total costs and operating expenses562,340 582,444 
Operating (loss) income(8,719)1 
Other expense, net:
Other expense(4,008)1%— 0%(4,008)n/m
Interest income23,697 4%3,829 1%19,868 519%
Interest expense(41,907)8%(22,316)4%(19,591)88%
Total other expense, net(22,218)(18,487)
Loss before income taxes(30,937)(18,486)
Income tax benefit (expense)47,938 9%(12,370)2%60,308 (488%)
Net income (loss)$17,001 $(30,856)
______________________
(1)Pharma manufacturer solutions revenue for the three and nine months ended September 30, 2023 included a $10.0 million contract termination payment to a pharma manufacturer solutions client in connection with our Restructuring Plan, which was recognized as a reduction of revenue. See Note 12 to our condensed consolidated financial statements for additional information.
Revenue
Prescription transactions revenue decreased $14.3 million, or 3%, year-over-year, primarily driven by the grocer issue described above, as well as lower fees per transaction as a result of our ongoing shift to direct contractual agreements with pharmacies, partially offset by a 2% increase in the number of our Monthly Active Consumers.
Pharma manufacturer solutions revenue decreased $13.9 million, or 19%, year-over-year, primarily driven by a $10.0 million contract termination payment to a client in connection with the Restructuring Plan, as well as by our increased focus
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on prioritizing service arrangements with high levels of recurring revenue potential relative to the prior year and moderation in spending across pharma manufacturers. vitaCare, an acquisition completed in April 2022, provided an increase of $4.2 million in revenue contribution for the nine months ended September 30, 2023 compared to the same period of 2022.
Subscription revenue stayed relatively flat year-over-year, primarily driven by a decrease in the number of subscription plans largely due to the sunset of Kroger Savings, resulting in 930 thousand subscription plans as of September 30, 2023 compared to 1,060 thousand as of September 30, 2022, offset by the effects of the pricing increase for Gold subscribers in the first half of 2022.
Other revenue decreased 3% year-over-year. Other than revenue from vitaCare relative to pharma manufacturer solutions revenue, our acquisitions individually and in the aggregate did not materially contribute to the change in our revenue for the nine months ended September 30, 2023 compared to the same period of 2022. For expected revenue trends, see our discussion and analysis above for the three months ended September 30, 2023 compared to the same period of 2022.
Costs and Operating Expenses
Cost of revenue, exclusive of depreciation and amortization
Cost of revenue increased $4.0 million, or 8%, year-over-year, primarily driven by a $4.9 million increase in personnel related costs principally due to the Restructuring Plan as well as allocated overhead due to higher average headcount, largely as a result of our acquisition of vitaCare in April 2022. The impact from these drivers was partially offset by a $2.3 million decrease in fulfillment costs for certain solutions provided to customers under our pharma manufacturer solutions offering.
Product development and technology
Product development and technology expenses decreased $2.6 million, or 2%, year-over-year, primarily driven by a $10.1 million decrease in payroll and related costs due to lower average headcount and higher capitalization of certain qualified costs related to the development of internal-use software. The impact from these drivers was partially offset by a $7.6 million loss on the disposal of certain capitalized software that were not yet ready for their intended use principally in connection with the Restructuring Plan.
Sales and marketing
Sales and marketing expenses decreased $25.9 million, or 9%, year-over-year, primarily driven by a $35.6 million decrease in advertising expenses and a $9.2 million decrease in payroll and related costs principally due to a reversal of previously recognized stock-based compensation expense as certain performance milestones were no longer probable of being met, lower average headcount and the reduction in force in August 2022. The impact from these drivers was partially offset by a $10.7 million increase in third-party marketing and related support services as well as a $7.0 million increase in promotional expenses substantially in the form of consumer discounts.
General and administrative
General and administrative expenses decreased $21.1 million, or 18%, year-over-year, primarily driven by a $16.9 million change in fair value of contingent consideration in 2022 related to the vitaCare acquisition, a $18.9 million decrease in stock-based compensation expense related to the Founders Awards and a $2.8 million estimated legal settlement accrual recognized in the second quarter of 2022 with respect to the then-pending FTC investigation. The impact from these drivers was partially offset by a $14.3 million increase in payroll and related expenses, principally due to changes in our employee composition and increased equity grants to existing and new employees in the nine months ended September 30, 2023 relative to the same period of 2022, as well as a net $3.0 million estimated legal settlement loss recognized during the third quarter of 2023 with respect to an ongoing class action litigation (see Note 8 to our condensed consolidated financial statements).
Depreciation and amortization
Depreciation and amortization expenses increased $25.4 million, or 66%, year-over-year, primarily driven by $17.5 million of amortization related to certain intangible assets in connection with the Restructuring Plan, which have been accelerated through December 31, 2023, the date the Restructuring Plan is expected to be substantially complete. The year-over-year change in depreciation and amortization was further driven by higher amortization due to higher capitalized costs for platform improvements and the introduction of new products and features.
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Other Expense
Other expense increased by $4.0 million year-over-year, due to impairment losses on one of our minority equity interest investments.
Interest Income
Interest income increased by $19.9 million year-over-year, primarily due to higher interest rates earned on cash equivalents held in U.S. treasury securities money market funds.
Interest Expense
Interest expense increased by $19.6 million, or 88%, year-over-year, primarily due to higher interest rates, partially offset by lower average debt balances.
Income Taxes
For the nine months ended September 30, 2023, we had an income tax benefit of $47.9 million compared to income tax expense of $12.4 million for the nine months ended September 30, 2022 and an effective income tax rate of 155.0% and (66.9%), respectively. The year-over-year change in our income taxes was primarily due to the discrete release of our valuation allowance on beginning of year deferred tax assets in the three months ended June 30, 2023 and changes in our estimated annual effective income tax rate year-over-year from the tax effects of our valuation allowance previously maintained against our net deferred tax assets in excess of tax amortizable goodwill. The impact from these drivers was partially offset by a decrease in our excess stock benefitstax effects from our equity awards. For information regarding our valuation allowance analysis, see Part I, Item 2, "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Income Taxes—Valuation of Deferred Tax Assets" included elsewhere in this Quarterly Report on Form 10-Q.awards.
Liquidity and Capital Resources
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 principal sources of liquidity are expected to be our cash and cash
equivalents and borrowings available under our $100.0$100.0 million secured revolving credit facility which expires on OctoberJuly 11, 2024.
2025. As of September 30, 2023,March 31, 2024, we had cash and cash equivalents of $794.9$533.3 million and $90.8$91.7 million available under our
revolving credit facility. For additional information regarding our revolving credit facility and our term loan, see Note 76 to our
condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.
As of September 30, 2023,March 31, 2024, there were no material changes to our primary short-term and long-term requirements for liquidity
and capital or to our contractual commitments as disclosed in Part II, Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of our 20222023 10-K. Based on our current conditions, we believe that our net
cash provided by operating activities and cash on hand will be adequate to meet our operating, investing and financing
needs for at least the next twelve months from the date of the issuance of the accompanying unaudited condensed
consolidated financial statements. Our future capital requirements will depend on many factors, including the growth of our
business, the timing and extent of investments, sales and marketing activities, and many other factors as described in sections entitled “Risk Factors”Part I,
Item 1A, "Risk Factors" of our 2022 10-K and this Quarterly Report on Form 10-Q.2023 10-K.
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 current economic uncertainty, including rising inflation and socio-political events, has resulted in, and may continue to result in, significant disruption of global financial markets, including rising interest rates, 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.
Holding Company Status
GoodRx Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result,
GoodRx Holdings, Inc. is largely dependent upon cash distributions and other transfers from its subsidiaries to meet its
obligations and to make future dividend payments, if any. Our existing debt arrangement containsarrangements contain covenants restricting
payments of dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met. These covenants
provide for certain exceptions for specific types of payments. Based on these restrictions, all of the net assets of GoodRx,
Inc. were restricted pursuant to the terms of our debt arrangements as of September 30, 2023.March 31, 2024. Since the restricted net assets of
GoodRx, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X,
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see Note 17
18 to our consolidated financial statements included in our 20222023 10-K for the condensed parent company financial
information of GoodRx Holdings, Inc.
Cash Flows
 Nine Months Ended
September 30,
(in thousands)20232022
Net cash provided by operating activities$122,424 $114,901 
Net cash used in investing activities(42,894)(211,784)
Net cash used in financing activities(41,790)(115,440)
Net change in cash and cash equivalents$37,740 $(212,323)
Three Months Ended March 31,
(in thousands)
2024
2023
Net cash provided by operating activities
$42,586
$32,288
Net cash used in investing activities
(20,615)
(14,288)
Net cash used in financing activities
(160,972)
(14,090)
Net change in cash and cash equivalents
$(139,001)
$3,910
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Net cash provided by operating activities
Net cash provided by operating activities consist of net incomeloss or lossincome adjusted for certain non-cash items and changes
in assets and liabilities. The $7.5$10.3 million year-over-year increase in net cash provided by operations during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily due to an increase of $47.9a
$9.4 million from the year-over-year change from net loss to net income and a net decrease of $11.1 millionincrease in cash outflowinflow from changes in operating assets and liabilities offset by a net decrease of $51.4 million in non-cash adjustments. The net decrease in non-cash adjustments was primarilyprincipally driven by changes in deferred income tax year-over-year as a result of the discrete release of our valuation allowance in the second quarter of 2023, a year-over-year decrease in stock-based compensation expense due to the Founders Awards and a decrease in the change in fair value of contingent consideration that was recognized in 2022. The impact from these drivers was partially offset by losses on disposal of capitalized software that were not yet ready for their intended use and minority equity interest investment, as well as an increase in depreciation and amortization due to amortization of certain intangible assets that were accelerated in 2023 as a result of the Restructuring Plan. The changes in operating assets and liabilities were primarily driven by the timing of
payments of prepaid services and accounts payable, income tax payments and refunds as well as by the timing of payments of accounts payable and accrued expenses and collections of accounts receivable.
receivable.
Net cash used in investing activities
Net cash used in investing activities primarilygenerally consist of cash used for software development costs and capital
expenditures, and may also include cash used for acquisitions and investments software development costs and capital expenditures.that we may make from time to time. The $168.9
$6.3 million decrease year-over-year increase in net cash used in investing activities for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily related todriven by a $171.9$6.1 million decreaseincrease in
cash paid for acquisition of businesses and minority equity interest investments in privately-held companies.software development.
Net cash used in financing activities
Net cash used in financing activities primarily consist of payments related to our debt arrangements, repurchases of our
Class A common stock, and net share settlement of equity awards, partially offset by proceeds from exercise of stock options and from our employee stock purchase plan.
options. The $73.7$146.9 million decrease year-over-year increase in net cash used in financing activities for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily related todriven by a decrease of $75.6 $143.7
millionincrease in payments for repurchases of our Class A common stock.stock.
Recent Accounting PronouncementPronouncements
SeeRefer to Note 2 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on
Form 10-Q for further information on a new accounting standard adopted in 2023.10-Q.
Critical Accounting Policies and Estimates
Except as noted below, duringDuring the ninethree months ended September 30, 2023,March 31, 2024, there have been no significant changes to our critical accounting
policies and estimates compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” of our 2022 10-K.
Income Taxes—Valuation of Deferred Tax Assets
Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as from net operating losses and tax credits. We evaluate the recoverability of deferred tax assets by assessing all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. A valuation allowance is established if it is more likely than not that all or a
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portion of deferred tax assets will not be realized. The determination of whether a valuation allowance should be established, as well as the amount of such allowance, requires significant judgment and estimates, including estimates of future earnings. Accordingly, the valuation of our net deferred tax assets is a critical accounting estimate.
In evaluating the realizability of our net deferred tax assets, we perform an assessment each reporting period of both positive and negative evidence. As of December 31, 2021 through March 31, 2023, we maintained a full valuation allowance against our net deferred tax assets in excess of amortizable goodwill as the objectively verifiable negative evidence outweighed the positive evidence. We determined it was more likely than not that our deferred tax assets would not be realized. Objectively verifiable negative evidence at the time primarily included (i) the existence of fiscal and trailing three-year cumulative tax losses (pre-tax earnings or losses adjusted for permanent book to tax differences) principally generated from 2021 and 2020; and (ii) the existence of substantial stock options granted prior to our IPO that remain outstanding. The tax losses in 2021 and 2020 were attributable to substantial excess tax benefits realized from the exercise of stock options granted prior to our IPO. Stock options granted prior to our IPO contained substantially lower exercise prices compared to the closing prices of our Class A common stock as reported on the Nasdaq Global Select Market in 2021 and 2020, which when exercised, resulted in significant excess tax benefits to us. In 2022 and through the first half of 2023, the excess tax benefits realized substantially decreased relative to 2021 and 2020 due to a decline in the closing prices of our Class A common stock. Accordingly, relative to 2021, the weight of the negative evidence related to substantial excess tax benefits to be realized in future tax periods declined in recent periods.
As of June 30, 2023, we determined that it was more likely than not that our net deferred tax assets would be realized. 2023Positive evidence reviewed included sustained tax profitability, which was objective and verifiable, and anticipated future earnings. The sustained trend of tax profitability realized began in 2022 and continued through the first half of 2023. Additional positive evidence reviewed included (i) stock options granted will expire 10 years from the date of grant if unexercised; and (ii) an indefinite carryforward period for certain deferred tax assets. When a change in valuation allowance is recognized during an interim period, the change in valuation allowance resulting from current year income is included in the annual effective tax rate and the release of valuation allowance supported by projections of future taxable income is recorded as a discrete tax benefit in the interim period. Accordingly, we released $55.9 million of our valuation allowance as a discrete tax benefit during the three months ended June 30, 2023.10-K.
Although we have a significant number of outstanding stock options granted prior to our IPO available to be exercised in future tax periods, which may generate incremental excess tax benefits if they are exercised, the degree of excess tax benefits that will be realized in the future will depend on many factors outside of our control, including the closing prices of our Class A common stock in the future and stock option exercises being initiated by employees. Further, we have granted additional equity awards to our employees since our IPO at various closing prices of our Class A common stock which when vested or exercised, could offset, partially offset or supplement the incremental excess tax benefits to be realized from the exercise of stock options granted prior to our IPO in future tax periods.
We apply judgment to consider the relative impact of negative and positive evidence and the weight given to negative and positive evidence is commensurate with the extent to which such evidence can be objectively verified. For the nine months ended September 30, 2023, we continued to experience tax profitability and anticipate future earnings. Based on our evaluation of all available positive and negative evidence, and by placing greater weight on the sustained tax profitability achieved since 2022, which was objectively verifiable, and anticipated future earnings, we continued to believe that a valuation allowance against the majority of our net deferred tax assets was not required as of September 30, 2023. Our judgment regarding the need for a valuation allowance may reasonably change in future reporting periods due to many factors, including changes in the level of tax profitability that we achieve, changes in tax laws or regulations, and price fluctuations of our Class A common stock and its related future tax effects from our outstanding equity awards.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our market risk from the disclosure included in Part II, Item 7A, “Quantitative
and Qualitative Disclosures About Market Risk” of our 20222023 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of
the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal
executive officer and principal financial officer concluded that, as of September 30, 2023,March 31, 2024, our disclosure controls and procedures
were effective.
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Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the three months ended September 30, 2023March 31, 2024 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
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19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The information required under this Part II, Item 1 is set forth in Note 87 to our condensed consolidated financial
statements included in this Quarterly Report on Form 10-Q and is incorporated herein by this reference.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in our 2023 10-K. For a discussion of
potential risks and uncertainties related to us, see the information included in Part I, Item 1A, "Risk Factors" of our 2022 10-K. There have been no material changes to the risk factors previously disclosed in our 2022 10-K, except as noted below:2023 10-
We rely significantly on our prescription transactions offering and may not be successful in expanding our offerings within our markets, particularly the U.S. prescriptions market, or to other segments of the healthcare industry.
To date, the vast majority of our revenue has been derived from our prescription transactions offering. When a consumer uses a GoodRx code to fill a prescription and saves money compared to the list price at that pharmacy, we receive fees from our partners, including PBMs, pharma manufacturers and pharmacies, as applicable. Revenue from our prescription transactions offering represented 72%, 80% and 89% of our revenue for the years ended December 31, 2022, 2021 and 2020, respectively. Substantially all of this revenue was generated from consumer transactions at brick-and-mortar pharmacies. The introduction of competing offerings with lower prices for consumers, fluctuations in prescription prices, changes in consumer purchasing habits, including an increase in the use of mail delivery prescriptions, changes in our relationships with industry participants and our various partners, changes in the regulatory landscape, and other factors could result in changes to our contracts or a decline in our total revenue, which may have an adverse effect on our business, financial condition and results of operations. Because we derive a vast majority of our revenue from our prescription transactions offering, any material decline in the use of such offering or in the fees we receive from our partners in connection with such offering would have a pronounced impact on our future revenue and results of operations, particularly if we are unable to expand our offerings overall.
We seek to expand our offerings within the prescriptions market and the pharma manufacturer solutions market in the United States, and we are actively investing in these growth areas. We also continue to focus on the optimization of our existing partnerships and have entered into and may in the future enter into new agreements with industry participants. However, expanding our offerings, entering into new markets and entering into new partnerships requires substantial additional resources, and our ability to succeed is not certain. During and following periods of active investment in such offerings, markets, relationships and partnerships, we may experience a decrease in profitability or margins, particularly if the area of investment generates lower margins than our other offerings. As we attempt to expand our offerings and optimize our partnerships, we will need to take additional steps, such as hiring additional personnel, partnering with new third parties and incurring considerable research and development expenses, in order to pursue such expansion and optimization successfully. Any such expansion and/or optimization would be subject to additional uncertainties and would likely be subject to additional laws and regulations. As a result, we may not be successful in future efforts to expand into or achieve profitability from new markets, new business models or strategies, new partnerships or new offering types, and our ability to generate revenue from our current offerings and continue our existing business may be negatively affected. If any such expansion does not enhance our ability to maintain or grow revenue or recover any associated development costs, our business, financial condition and results of operations could be adversely affected.
Our business is subject to changes in medication pricing and is significantly impacted by pricing structures negotiated by industry participants.
Our platform aggregates and analyzes pricing data from a number of different sources. The discounted prices that we present through our platform are based in large part upon pricing structures negotiated by industry participants. Although some of our contracts with certain of our partners contain provisions related to discount rates, we do not control the overall pricing strategies of pharma manufacturers, wholesalers, PBMs and pharmacies, each of which is motivated by independent considerations and drivers that are outside our control and has the ability to set or significantly impact market prices for different prescription medications. While we have contractual and non-contractual relationships with certain industry participants, such as pharmacies, PBMs and pharma manufacturers, these and other industry participants often negotiate complex and multi-party pricing structures, and we have no control over these participants and the policies and strategies that they implement in negotiating these multi-party pricing structures. For example, a grocery chain took actions late in the first quarter of 2022 that impacted acceptance of discounted pricing for a subset of prescription drugs from PBMs, who are one category of our customers, and whose pricing we promote on our platform. This had a material adverse impact on our results of operations for the year ended December 31, 2022 and may continue to have a material adverse impact in future periods.
Pharma manufacturers generally direct medication pricing by setting medication list prices and offering rebates and discounts for their medications. List prices are impacted by, among other things, market considerations such as the number of competitor medications and availability of alternative treatment options. Wholesalers can impact medication pricing by
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purchasing medications in bulk from pharma manufacturers and then reselling such medications to pharmacies. PBMs generally impact medication pricing through their bargaining power, negotiated rebates with pharma manufacturers and contracts with different pharmacy providers and health insurance companies. PBMs work with pharmacies to determine the negotiated rate that will be paid at the pharmacy by consumers. We also work with pharmacies with which we have contractual arrangements to offer discount rates to consumers. Medication pricing is also impacted by health insurance companies and the extent to which a health insurance plan provides for, among other things, covered medications, preferred tiers for different medications and high or low deductibles. A vast majority of the utilization of our platform relates to generic medications.
Our ability to present discounted prices through our platform, the value of any such discounts and our ability to generate revenue are directly affected by the pricing structures in place amongst these industry participants, and changes in medication pricing and in the general pricing structures that are in place could have an adverse effect on our business, financial condition and results of operations. For example, changes in the negotiated rates of the PBMs on our platform at pharmacies could negatively impact the prices that we present through our platform, and changes in insurance plan coverage for specific medications could reduce demand for and/or our ability to offer competitive discounts for certain medications, any of which could have an adverse effect on our ability to generate revenue and business. In addition, changes in the fee and pricing structures among industry participants, whether due to regulatory requirements, competitive pressures or otherwise, that reduce or adversely impact fees generated by PBMs or directly by us through partner pharmacies would have an adverse effect on our ability to generate revenue and business. Due in part to existing pricing structures, we generate a smaller portion of our revenue through contracts with pharma manufacturers and other intermediaries. Changes in the roles of industry participants and in general pricing structures, as well as price competition among industry participants, could have an adverse impact on our business. For example, integration of PBMs and pharmacy providers could result in pricing structures whereby such entities would have greater pricing power and flexibility or industry players could implement direct to consumer initiatives that could significantly alter existing pricing structures, either of which would have an adverse impact on our ability to present competitive and low prices to consumers and, as a result, the value of our platform for consumers and our results of operations.
We generally do not control the categories and types of prescriptions for which we can offer savings or discounted prices.
The categories and brands of medications for which we can present discounted prices are largely determined by PBMs, pharmacies and pharma manufacturers. PBMs work with insurance companies, employers and other organizations and enter into contracts with pharmacies to determine negotiated rates. They also negotiate rebates with pharma manufacturers. The terms that different PBMs negotiate with each pharmacy are generally different and result in different negotiated rates available via each PBM’s network, all of which is outside our control. Different PBMs prioritize and allocate discounts across different medications, and continuously update these allocations in accordance with their internal strategies and expectations. As we have agreements with PBMs to market their negotiated rates through our platform, our ability to present discounted prices is in part dependent upon the arrangements that such PBMs have negotiated with pharmacies and upon the resulting availability and allocation of discounts for medications subject to these arrangements. We also have agreements with partner pharmacies to offer discount rates to consumers and such discount rates are subject to negotiated terms and conditions. In general, industry participants are less likely to allocate or provide discounts or rebates on brand medications that are covered by patents. As a result, the discounted prices that we are able to present for brand medications may not be as competitive as for generic medications. Similar to the total prescription volume in the United States, the vast majority of the utilization of our platform relates to generic medications.
Changes in the categories and types of medications for which we can present pricing through our platform could have an adverse effect on our business, financial condition and results of operations. In addition, demand for our offerings and the use and utility of our platform is impacted by the value of the discounts that we are able to present and the extent to which there is inconsistency in the price of a particular prescription across the market. If pharmacies, PBMs or others do not allocate or otherwise facilitate adequate discounts for these medications, or if there is significant price similarity or competition across PBMs and pharmacies, the perceived value of our platform and the demand for our offerings would decrease and there would be a significant impact on our business, financial condition and results of operations.
We rely on a limited number of industry participants.
There is currently significant concentration in the U.S. healthcare industry, and in particular there are a limited number of PBMs, including pharmacies’ in-house PBMs, and a limited number of national pharmacy chains. If we are unable to retain favorable contractual arrangements and relationships with our PBMs and partner pharmacies, including any successor PBMs or pharmacies should there be further consolidation of PBMs or pharmacies, we may lose them as customers and partners, as applicable, or the negotiated rates provided by such PBMs or directly through such partner pharmacies may become less competitive, which could have an adverse impact on the discounted prices we present through our platform.
A limited number of PBMs generate a significant percentage of the discounted prices that we present through our platform and, as a result, we generate a significant portion of our revenue from contracts with a limited number of PBMs. We work with more than a dozen PBMs that maintain cash networks and prices, and the number of PBMs we work with has significantly increased over time, limiting the extent to which any one PBM contributes to our overall revenue; however, we
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may not expand beyond our existing PBM partners and the number of our PBM partners may even decline. Revenue from each PBM fluctuates from period to period as the discounts and prices available through our platform change, and different PBMs experience increases and decreases in the volume of transactions processed through their respective networks. Our three largest PBM partners accounted for 31% of our revenue in 2022, 34% of our revenue in 2021, and 42% of our revenue in 2020. In 2022, Express Scripts accounted for more than 10% of revenue. In 2021, Express Scripts and Navitus each accounted for more than 10% of revenue. In 2020, Navitus, MedImpact and Express Scripts each accounted for more than 10% of revenue. The loss of any of these large PBMs may negatively impact the breadth of the pricing that we are able to offer consumers.
Most of our PBM contracts provide for monthly payments from PBMs, including our contracts with MedImpact, Navitus, and Express Scripts. Our PBM contracts generally can be divided into two categories: PBM contracts featuring a percentage of fee arrangement, where fees are a percentage of the fees that PBMs charge to pharmacies, and PBM contracts featuring a fixed fee per transaction arrangement. Our percentage of fee contracts often also include a minimum fixed fee per transaction. The majority of our PBM contracts, including our contracts with MedImpact and Navitus, are percentage of fee contracts, and a minority of our contracts, including our PBM contract with Express Scripts, provide for fixed fee per transaction arrangements. Our PBM contracts generally, including our contracts with MedImpact, Navitus, and Express Scripts, have a tiered fee structure based on volume generated in the applicable payment period. Our PBM contracts, including our contracts with MedImpact, Navitus, and Express Scripts, do not contain minimum volume requirements, and thus do not provide for any assurance as to minimum payments to us. Our PBM contracts generally renew automatically, including our contracts with MedImpact and Navitus. In addition, our PBM contracts generally provide for continuing payments to us after such contracts are terminated, including our contracts with MedImpact, Navitus and Express Scripts. Some of our PBM contracts provide for these continuing payments for so long as negotiated rates related to the applicable PBM contract continue to be used after termination, and other contracts provide for these continuing payments for specified multi-year payment periods after termination. Our contracts with MedImpact, Navitus, and Express Scripts provide for periods of five years, three years, and five years, respectively, during which payments will be made as negotiated rates related to the applicable PBM contract continue to be used. Between contract renewals, our contracts generally provide for limited termination rights and do not provide for termination for convenience.
In addition, our PBM contracts typically include provisions that prevent PBMs from circumventing our platform, redirecting volumes outside of our platform and other protective measures. For example, our PBM contracts, including our contracts with MedImpact, Navitus, and Express Scripts, contain provisions that limit PBM use of our intellectual property related to our brand and platform and require PBMs to maintain the confidentiality of our data. While we have consistently renewed and extended the term of our contracts with PBMs over time, there can be no assurance that PBMs will enter into future contracts or renew existing contracts with us, or that any future contracts they enter into will be on equally favorable terms. Changes that limit or otherwise negatively impact our ability to receive fees from these partners would have an adverse effect on our business, financial condition and results of operations. Consolidation of PBMs or the loss of a PBM could negatively impact the discounts and prices that we present through our platform and may result in less competitive discounts and prices on our platform.
Our consumers use GoodRx codes at the point of purchase at nearby pharmacies. These codes can be used at over 70,000 pharmacies in the United States. The U.S. prescriptions market is dominated by a limited number of national and regional pharmacy chains, such as CVS, Kroger, Walmart and Walgreens. These pharmacy chains represent a significant portion of overall prescription medication transactions in the United States. Similarly, a significant portion of our discounted prices are used at a limited number of pharmacy chains and, as a result, a significant portion of our revenue is derived from transactions processed at a limited number of pharmacy chains. We have entered, and may in the future enter, into direct contractual arrangements with pharmacies, which we refer to as our partner pharmacies, to offer discount rates to consumers at such pharmacies.
If one or more of these pharmacy chains terminates its cash network contracts with PBMs that we work with, enters into cash network contracts with PBMs that we work with at less competitive rates, or to the extent a pharmacy chain has entered into a direct contractual arrangement with us, terminates such contractual arrangement, our business may be negatively affected. For example, a grocery chain took actions late in the first quarter of 2022 that impacted acceptance of discounted pricing for a subset of prescription drugs from PBMs, who are one category of our customers, and whose pricing we promote on our platform. This had a material adverse impact on our results of operations for the year ended December 31, 2022 and may continue to have a material adverse impact in future periods. Such actions could be exacerbated by further consolidation of PBMs or pharmacy chains. If such changes, individually or in the aggregate, are material, they would have an adverse effect on our business, results of operations and financial condition. If there is a decline in revenue generated from any of the PBMs we contract with, as a result of consolidation of PBMs or pharmacy chains, pricing competition among industry participants or otherwise, if we are unable to maintain or grow our relationships with PBMs and pharmacies or if we lose one or more of the PBMs or partner pharmacies we contract with and cannot replace such PBM or partner pharmacy in a timely manner or at all, there would be an adverse effect on our business, financial condition and results of operations.
We do not generate a significant percentage of revenue from mail delivery service. To the extent consumer preferences change, including as a result of public health concerns, we may not be able to accommodate sufficient demand for mail delivery service which may have an adverse effect on our business, financial condition and results of operations.
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We rely on the performance of members of management and highly skilled personnel, and if we are unable to attract, develop, motivate and retain well-qualified employees, our business could be harmed.
Our ability to maintain our competitive position is largely dependent on the services of our senior management and other key personnel. In addition, our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Competition for such personnel is extremely intense. To attract and retain such personnel, we have had to offer, and believe we will need to continue to offer, highly competitive compensation packages. However, we have experienced and may continue to experience difficulties in hiring and retaining these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. We have needed and may in the future need to invest significant amounts of cash and equity to attract and retain employees and we may not realize sufficient returns on these investments. In addition, the loss of any of our senior management or other key employees, the failure to successfully transition key roles, or our inability to recruit, develop and retain qualified personnel could materially and adversely affect our ability to execute our business plan and we may be unable to find adequate replacements. For instance, on April 25, 2023, Trevor Bezdek and Douglas Hirsch transitioned from their prior roles as our Co-Chief Executive Officers and our board of directors appointed Scott Wagner as Interim Chief Executive Officer. Our board of directors is currently engaged in a search process for a permanent Chief Executive Officer and any inability to successfully transition the Chief Executive Officer role and/or attract a permanent successor for such role could adversely impact our business.
All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. If we fail to retain talented senior management and other key personnel, or if we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business, financial condition and results of operations may be materially adversely affected.
We may be unable to realize expected benefits from our restructuring and cost reduction efforts and our business might be adversely affected.
In order to operate more efficiently and control costs, from time to time, we announce restructuring plans and other cost savings initiatives, which include workforce reductions as well as re-balancing of products and services to align with our business strategy. These plans are intended to generate, among other things, operating expense savings and improved margins and profitability. For example, in August 2022, we implemented a reduction in force affecting employees of our wholly-owned subsidiary GoodRx, Inc.’s workforce in order to consolidate functions and eliminate or reduce investment in areas of lower focus. Additionally, in August 2023, our Board approved a plan to de-prioritize certain solutions under our pharma manufacturer solutions offering, which included (i) a reduction in force involving employees of our wholly-owned subsidiaries GoodRx, Inc. and vitaCare; (ii) the entry into retention agreements with certain other employees for the purpose of maintaining business continuity; and (iii) the restructuring or termination of certain solutions and arrangements with our clients to better align with our strategic goals and future scale. We expect to generate approximately $18.0 million to $22.0 million of annualized run rate cash savings as a result of the actions taken under the plan.
We may undertake further restructuring actions or workforce reductions in the future. These types of restructuring and cost reduction activities are complex and may result in unintended consequences and costs, such as unforeseen delays in the implementation of our strategic initiatives, business and operational disruptions, decreased employee morale, loss of institutional knowledge and expertise, and potential impacts on financial reporting. Any reduction in workforce could also make it difficult for us to pursue, or prevent us from pursuing, new opportunities and initiatives due to insufficient personnel, or require us to incur additional and unanticipated costs to hire new personnel to pursue such opportunities or initiatives. If we do not successfully manage our current initiatives and restructuring activities or any other similar activities that we may undertake in the future, expected efficiencies and benefits might be delayed or not realized, and our business, financial condition, and results of operations may be materially adversely affected.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity Securities
Unregistered Sales of Equity Securities
None.
Use of Proceeds
On September 25, 2020, we completed our IPO. All shares sold were registered pursuant to a registration statement on
Form S-1 (File No. 333-248465), as amended (the “Registration Statement”), declared effective by the SEC on September
22, 2020.
There have been no material changes in the expected use of the net proceeds from our IPO as described in our
Registration Statement. As of September 30, 2023,March 31, 2024, we estimated we had used approximately $244.4$426.4 million of the net proceeds
from our IPO: (i) $164.4(i) $164.4 million for the acquisition of businesses that complement our business;business; and (ii) $80.0
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$262.0 million for the
repurchases of our Class A common stock. As of September 30, 2023,March 31, 2024, we had $642.5$460.5 million estimated remaining net proceeds
from our IPO which have been invested in investment grade, interest-bearing instruments.
Issuer Repurchases of Equity Securities
The following table presents information with respect to our repurchases of our Class A common stock during the three
months ended September 30, 2023.March 31, 2024.
Period
Total Number of
Shares Repurchased (1)
Average Price Paid
per Share (2)
Total Number of Shares
Repurchased as Part of
Publicly Announced Program (1)
Approximate Dollar
Value of Shares that
May Yet Be Repurchased
Under the Program
(in thousands)
July 1 -31—$— —$— 
August 1 - 311,137,531$6.78 1,137,531$122,130 
September 1 - 30—$— —$— 
Total1,137,5311,137,531
______________________
Period
Total Number of
Shares Repurchased (1)
Average Price Paid
per Share (2)
Total Number of Shares
Repurchased as Part of
Publicly Announced
Program (1)
Approximate Dollar
Value of Shares that
May Yet Be
Repurchased
Under the Program
(in thousands)
January 1 -31
—
$—
—
$—
February 1 - 29
—
$—
—
$—
March 1 - 31
21,329,492
$7.26
21,329,492
$295,185
Total
21,329,492
21,329,492
_____________________________________________________
(1)The repurchases are being executed from time to time, subject to general business and market conditions and
other investment opportunities, through open market purchases or privately negotiated transactions, which may
include repurchases through Rule 10b5-1 plans. See Note 109 to our condensed consolidated financial statements
included elsewhere in this Quarterly Report on Form 10-Q for additional information related to our old
$250.0 millionstock repurchase program whichthat was approved by our Board on February 23, 2022 andpublicly announced on February 28, 2022.2022 and expired on
February 23, 2024, in addition to our new $450.0 million stock repurchase program with no expiration date, which
was publicly announced on February 29, 2024.
(2)Average price paid per share includes direct costs and estimated excise taxes associated with the repurchases, including the estimated excise tax on the repurchases as imposed by the Inflation Reduction Act of 2022.repurchases.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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20
Item 5. Other Information
Insider Trading Arrangements
During the three months ended September 30, 2023, other than as described below for Romin Nabiey, our Chief Accounting Officer,March 31, 2024, none of our directors or officers (as defined in Section 16 of the
Exchange Act), adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that
was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any "non-Rule 10b5-1
trading arrangement" (as defined in Item 408(c) of Regulation S-K of the Exchange Act).
On August 11, 2023, Romin Nabiey, our Chief Accounting Officer, early terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The plan was originally adopted on March 3, 2023 for the sale of up to 137,398 shares of our Class A common stock until June 7, 2024.
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21
Item 6. Exhibits
Incorporated by ReferenceFiled/
Furnished
Herewith
Exhibit
Number		Exhibit DescriptionFormFile No.ExhibitFiling
Date
3.18-K001-395493.19/28/20
3.28-K001-395493.29/28/20
4.1S-1333-2484654.18/28/20
4.2S-8333-2490694.49/25/20
10.1†
10-Q001-3954910.68/9/23
10.2†
8-K001-3954910.17/27/23
31.1*
31.2*
32.1**
32.2**
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*
101.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*
______________________
Incorporated by Reference
Filed/
Furnished
Herewith
Exhibit
Number
Exhibit Description
Form
File No.
Exhibit
Filing
Date
3.1
8-K
001-39549
3.1
9/28/20
3.2
8-K
001-39549
3.2
9/28/20
4.1
S-1
333-248465
4.1
8/28/20
4.2
S-8
333-249069
4.4
9/25/20
10.1
*
10.2†
8-K
001-39549
10.1
2/26/24
10.3†
8-K
001-39549
10.2
2/26/24
10.4
8-K
001-39549
10.1
3/7/24
10.5
8-K
001-39549
10.1
3/14/24
10.6
10-K
001-39549
10.18
2/29/24
10.6.1
10-K
001-39549
10.18.1
2/29/24
10.6.2
10-K
001-39549
10.18.2
2/29/24
31.1
*
31.2
*
32.1
**
32.2
**
101.INS
Inline XBRL Instance Document – the instance document
does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document
*
101.SCH
Inline XBRL Taxonomy Extension Schema Document
*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document
*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
Document
*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
*
104
Cover Page Interactive Data File (formatted as Inline XBRL
and contained in Exhibit 101)
*
_____________________________________________________
*Filed herewith.
**Furnished herewith.
†The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation
S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the
SEC upon request.
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SIGNATURES
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
GOODRX HOLDINGS, INC.
Date: NovemberMay 9, 20232024
By:
/s/ Scott Wagner
Scott Wagner
Interim Chief Executive Officer
(Principal Executive Officer)
Date: NovemberMay 9, 20232024
By:
/s/ Karsten Voermann
Karsten Voermann
Chief Financial Officer
(Principal Financial Officer)
Date: NovemberMay 9, 20232024
By:
/s/ Romin Nabiey
Romin Nabiey
Chief Accounting Officer
(Principal Accounting Officer)
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23