GoodRx Holdings Inc.
05/09/2024 | Press release | Distributed by Public on 05/09/2024 13:53
Quarterly Report for Quarter Ending March 31, 2024 (Form 10-Q)
gdrx-20240331
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________
FORM 10-Q
________________________________
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2024
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ______ to ______.
Commission File Number: 001-39549
________________________________
GoodRx Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
________________________________
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Delaware
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47-5104396
|
|
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
|
|
|
|
|
2701 Olympic Boulevard
Santa Monica, CA
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90404
|
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Class A common stock, $0.0001 par value per share
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GDRX
|
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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. Yes xNo 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). Yes xNo 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
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
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o
|
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Emerging growth company
|
o
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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 oNo x
As of April 30, 2024, the registrant had 94,335,792shares of Class A common stock, $0.0001 par value per share, and
280,869,320shares of Class B common stock, $0.0001 par value per share, outstanding.
Table of Contents
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," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "forecasts," "predicts,"
"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 sunset of the Kroger Savings program, stock compensation, our stock
repurchase program, potential outcomes and estimated impacts of certain legal proceedings, business strategy, our plans,
market growth and our objectives for future operations.
The forward-looking statementsin 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 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
pharmacy benefit managers, pharmacies, and pharma manufacturers; the competitive nature of industry; risks related to
pandemics, epidemics or outbreak of infectious disease, such as COVID-19; the accuracy of our estimate of our
addressable market and other operational metrics; 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
dependence on our information technology systems and those of our third-party vendors, and risks related to any failure or
significant disruptions thereof; risks related to government regulation of the internet, e-commerce, consumer data and
privacy, information technology and 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; risks related to our acquisition strategy; risks related to our
debt arrangements; interruptions or delays in service on our apps or 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 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; 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; as well as the other important factors discussed in the section entitled "Risk Factors" of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2023("202310-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.
Table of Contents
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.
Table of Contents
Table of Contents
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Page
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||
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PART I.
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FINANCIAL INFORMATION
|
|
|
Item 1.
|
Condensed Consolidated Financial Statements (Unaudited)
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1
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|
Condensed Consolidated Balance Sheets
|
1
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|
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Condensed Consolidated Statements of Operations
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2
|
|
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Condensed Consolidated Statements of Stockholders' Equity
|
3
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|
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Condensed Consolidated Statements of Cash Flows
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5
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|
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Notes to Condensed Consolidated Financial Statements
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6
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|
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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12
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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19
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Item 4.
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Controls and Procedures
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19
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PART II.
|
OTHER INFORMATION
|
|
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Item 1.
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Legal Proceedings
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20
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Item 1A.
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Risk Factors
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20
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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20
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Item 3.
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Defaults Upon Senior Securities
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20
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Item 4.
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Mine Safety Disclosures
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20
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Item 5.
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Other Information
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21
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Item 6.
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Exhibits
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22
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Signatures
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23
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Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
GoodRx Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
|
(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
|
||
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Preferred stock, $0.0001par value; 50,000shares authorized and zeroshares
issued and outstanding at March 31, 2024and December 31, 2023
|
-
|
-
|
|
Common stock, $0.0001par value; Class A: 2,000,000shares authorized,
94,074and 92,355shares issued and outstanding at March 31, 2024and
December 31, 2023, respectively; and Class B: 1,000,000shares authorized,
280,869and 301,732shares issued and outstanding at March 31, 2024and
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.
Table of Contents
1
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
|
|
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.
Table of Contents
2
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)
|
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, 2024include 20.9 millionshares
repurchased 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.
Table of Contents
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)
|
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.
Table of Contents
4
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
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, 2024include 20.9 millionshares
repurchased 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.
Table of Contents
5
GoodRx Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Description of Business
GoodRx Holdings, Inc. was incorporated in September 2015and 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 conformity 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, 2023and the related notes, which are included in our
Annual Report on Form 10-K filed with the SEC on February 29, 2024 ("202310-K"). The December 31, 2023condensed
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 months ended March 31, 2024are not necessarily indicative of the results expected for the full year ending
December 31, 2024.
There have been no material changes in significant accounting policies during the three months ended 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 202310-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.
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; macroeconomic
events and 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.
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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6
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
$460.5 millionand $605.5 millionat March 31, 2024and December 31, 2023, respectively,were classified asLevel 1 of the
fair value hierarchy and valued using quoted market prices in active markets.
We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual
arrangements and generally do not obtain or require collateral. For the three months ended March 31, 2024, onecustomer
accounted for 12%of our revenue. For the three months ended March 31, 2023, twocustomers accounted for 13%and 11%
of our revenue. At March 31, 2024and December 31, 2023, no customer accounted for more than 10%of our accounts
receivable balance.
Equity Investments
We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership
interests are less than 20%of the voting stock of the investees and we do not have the ability to exercise significant
influence over the operating and financial policies of the investees. The equity investments are accounted for under the
measurement alternative in accordance with Accounting Standards Codification ("ASC") 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 loss on one
of our minority equity interest investmentsduring the three months ended March 31, 2023, which waspresented as other
expense on our condensed consolidated statement of 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 months ended March 31, 2024and 2023.Equity investments included in other assets on our condensed consolidated
balance sheets as of March 31, 2024and December 31, 2023 were $15.0 million.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU is intended to enhance the
transparency and decision usefulness of income tax disclosures. The amendments in this ASU address investor requests for
enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.
This ASU applies to all public entities and will be effective for fiscal years beginning after December 15, 2024, and for interim
periods for fiscal 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 statement disclosures.
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 applies to all public entities that are required to report segment
information in accordance with ASC 280, and is effective for fiscal years beginning after December 15, 2023 and is effective
for interim periodswithin fiscal years beginning after December 15, 2024. Early adoption of this ASU is permitted. We are
currently evaluating the impact of the adoption of this ASU on our consolidated financial statement disclosures.
3. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:
|
(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)Representsa 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)Other current assets were not materialas of March 31, 2024and December 31, 2023.
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7
4. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
|
(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
|
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 March 31, 2024will be recognized as
revenue within the subsequent twelve months. Of the $7.1 millionof deferred revenue at December 31, 2023, $5.4 million
was recognized as revenue during the three months ended March 31, 2024. Revenue recognized during the three months
ended March 31, 2023of $5.7 millionwas included as deferred revenue at December 31, 2022.
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 March 31, 2024and 2023was 444.4%and 191.5%,
respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for the three
months ended March 31, 2024and 2023were due to the effects of non-deductible officers' stock-based compensation
expense, state income taxes, benefits from research and development tax credits, and effects from our equity awards. The
effective income tax rate for the three months ended March 31, 2023 was further impacted by the valuation allowance on our
net deferred tax assets.
6. Debt
Our First Lien Credit Agreement (as amended from time to time, the "Credit Agreement") provides for (i) a $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
million(the "Revolving Credit Facility"). On February 20, 2024, we amended our Revolving Credit Facility to 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 and Revolving Credit Facility as disclosed in Note 12 to our consolidated financial statements
included in our 202310-K.
The effective interest rate on the First Lien Term Loan Facility for the three months ended March 31, 2024and 2023
was 8.77%and 7.81%, respectively.
We had noborrowings against the Revolving Credit Facility as of March 31, 2024and December 31, 2023.
We had outstanding letters of creditissued against the Revolving Credit Facility for $8.3 millionand $9.2 millionas of
March 31, 2024and December 31, 2023, respectively, which reduces our available borrowings under the Revolving Credit
Facility.
Our debt balance is as follows:
|
(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 approximated its carrying value as of March 31, 2024and December 31, 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 8.2to 1.0only 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 under the Credit Agreement. At March 31, 2024, we were in compliance with our covenants.
7. Commitments and Contingencies
Aside from the below, as of 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 202310-K.
Between February 2, 2023, and March 30, 2023, fiveindividual plaintiffs filed fiveseparate 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 threeco-defendants. Fourof the plaintiffs
allege common law intrusion upon seclusion and unjust enrichment claims, as well as claims under California's
Confidentiality of Medical Information Act, Invasion of Privacy Act, Consumer Legal Remedies Act, and Unfair Competition
Law. Oneof these fourplaintiffs 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 United States District Court for the Northern District of California ("NDCA) (Cases No. 3:23-
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-
filed in the NDCA (Case No. 3:23-cv-01508). These fivematters 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 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.
On October 27, 2023, sixplaintiffs 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, 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.
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 millionby 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. 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 held a hearing on November 14, 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 determined that an estimated $13.0 millionloss was probable and
accrued $12.5 millionas of December 31, 2023, which was net of an initial $0.5 millionpayment 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 millionas
of March 31, 2024,for which $27.5 millionwas accrued within accrued expenses and other current liabilities in our
condensed consolidated balance sheet asof 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 or the results of 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 aloss 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 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 matters 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 4. Accrued
Expenses and Other Current Liabilities." Loss recoveries are recognized when a loss has been incurred and the recovery is
probable. See "Note 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
"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, 2024on
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.
8. Revenue
For the three months ended March 31, 2024and 2023, revenue comprised the following:
|
|
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
|
9. Stockholders' Equity
On February 23, 2022, our board of directors ("Board") authorized the repurchase of up to an aggregate of
$250.0 millionof our Class A common stock through February 23, 2024. On February 27, 2024, our Board approved a new
stock repurchase program which authorized the repurchase of up to an aggregate of $450.0 millionof our Class A common
stock with no expiration date. Repurchases under these repurchase programs 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"). These repurchase programs 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 March 31, 2024, we had $295.2 millionavailable for future repurchasesof our Class A common stock under
the new stock repurchase program.
On March 6, 2024, we entered into twoStock 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 millionand 14.6 millionshares 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 millionshares of our Class A common stock at a price
of $7.19per share,in each case representing a discount from our closing share price of $7.57on 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 millionrepurchase 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 ofdirect 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 March 31,
|
||
|
(in thousands)
|
2024
|
2023
|
|
Number of shares repurchased
|
21,329
|
1,570
|
|
Cost of shares repurchased
|
$154,814
|
$9,517
|
10. Basic and Diluted Loss Per Share
As we have net losses forthe three months ended March 31, 2024and 2023, diluted loss per share is the same as
basic loss per share, because potentially dilutive shares are excluded from the computation of loss per share as their effect
is anti-dilutive.
The following weighted average potentially dilutive shares are excluded from the computation of diluted loss per share
for the periods presented because including them would have been antidilutive:
|
|
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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11
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, 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 Annual Report on Form 10-K for the fiscal
year ended December 31, 2023filed 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" section of our 202310-K 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 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 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
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.
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 consumer-focused digital healthcare platform 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.
For the three months ended March 31, 2024as compared to the same period of 2023:
•Revenue and Adjusted Revenue increased 8%to $197.9 millionfrom $184.0 million;
•Net lossand net loss marginwere $1.0 millionand 0.5%, respectively, compared to net lossand net loss
marginof $3.3 millionand 1.8%, respectively; and
•Adjusted EBITDA and Adjusted EBITDA Margin were $62.8 millionand 31.7%, respectively, compared to $53.2
millionand 28.9%, respectively.
Revenue, net lossand net lossmarginare 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 financial 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 whywe 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.
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.
We exited the firstquarter of 2024with approximately 8 millionprescription-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 March 31, 2024and subscribers to our subscription plans as of
March 31, 2024.
Table of Contents
13
Monthly Active Consumers
|
|
Three Months Ended
|
||||
|
(in millions)
|
March 31,
2024
|
December 31,
2023
|
September 30,
2023
|
June 30,
2023
|
March 31,
2023
|
|
Monthly Active Consumers
|
6.7
|
6.4
|
6.1
|
6.1
|
6.1
|
Subscription Plans
Subscription plans have been impacted by a sequential decline in our subscription plans for Kroger Savings as a result
of reduced marketing spend in relation to that 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 increasedyear-over-
yearand accounted for 708 thousandof 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.
Table of Contents
14
The following table presents a reconciliation of net lossand revenue, the most directly comparable financial measures
calculated in accordance with GAAP, to Adjusted EBITDA and Adjusted Revenue, respectively, and presents net loss
margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:
|
|
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)Financing related expenses include third party fees related to proposed financings.
(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,
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 to better align with our strategic goals and future scale.
(4)Legal settlement expenses consist of periodic settlement costs for significant and unusual litigation matters. We
believe these costs do not represent recurring expenses arising in the ordinary course of business that are
indicative of our overall operating performance.
(5)Revenue was equal to Adjusted Revenue as there was no client contract termination cost associated with
restructuring related activities in the periods presented.
Components of our Results of Operations
For a description of the components of our results of operations, refer to Note 2 to our audited consolidated financial
statements included in our 202310-K. In addition, for a description of primary drivers that may cause our revenue, costs and
operating expenses to fluctuate from period to period, including seasonality, refer to Part II, Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" included in our 202310-K.
Table of Contents
15
Results of Operations
The following table sets forth our results of operations for the three months ended March 31, 2024and 2023:
|
(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)
|
Table of Contents
16
Revenue
All of our revenue has been generated in the United States.
Prescription transactions revenue increased $10.5 million, or 8%, year-over-year, primarily as 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 certain PBM partners. The impact from the increase in the number of our Monthly Active Consumers was partially
offset by an increase in consumer discounts, which are all recognized as a reduction of revenue beginning in December
2023 as a result of a change in some aspects of our consumer incentives program. For further information regarding our
consumer incentives program, see Note 2 to our audited consolidated financial statements included in our 202310-K.
Subscription revenue decreased $1.5 million, or 6%, year-over-year, primarily driven by a decreasein the number of
subscription plans dueto the anticipated sunset of Kroger Savings with 778 thousandsubscription plans as of March 31,
2024compared to 1,007 thousandas of March 31, 2023.Given the subscription fee is higher for Goldrelative 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, 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 $2.4 million decrease in revenue contribution from vitaCare Prescription Services, Inc., a solutionwe de-prioritized in
connection with the restructuring of our pharma manufacturer solutions offering inthe second half of 2023. We expect
pharma manufacturer solutions to continue to grow as a percentage of total revenue in the near to medium term as we
continue to scale and expand available services, capabilities and platforms of our pharma manufacturer solutions offering.
Costsand Operating Expenses
Cost of revenue, exclusive of depreciation and amortization
Cost of revenue decreased $4.2 million, or 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 lower average headcount principally as a result of the restructuring of our pharma manufacturer
solutions offering in the second half of 2023. The impact from these drivers was partially offset by a $1.1 million increase in
processing fees.
Product development and technology
Product development and technology expenses decreased $1.9 million, or 6%, year-over-year, primarily driven by a
$3.0 milliondecrease in payroll and related costs largely due to higher capitalization of certain qualified costs related to the
development of internal-use software and lower average headcount.
Sales and marketing
Sales and marketing expenses increased $11.4 million, or 15%, year-over-year, primarily driven by a $10.1 million
increase in advertising expenses, a$7.3 million increase in payroll and related costs, principally from higher stock-based
compensation expense due to changes in our employee composition,and a $2.7 million increase in third-party marketing
expenses. The impact from these drivers was partially offset by a $9.7 million decrease in promotional expenses
substantially in the form of consumer discounts, whereas beginning in December 2023 these are recognized as a reduction
of revenue as described in our discussion and analysis of prescription transactions revenue above.
General and administrative
General and administrative expenses increased $11.5 million, or 39%, year-over-year, primarily driven by a net
$13.0 millionestimated legal settlement loss recognized in the first quarter of 2024 with respect to an ongoing litigation (see
Note 7 to our condensed consolidated financial statements) and a $3.3 million increase in payroll and related expenses,
principally from equityawards granted to our Interim Chief Executive Officer in the second quarter of 2023 and first quarter
of 2024. The impact from these drivers was partially offset by a $4.5 million decrease in stock-based compensation expense
related to awards granted to our Co-Founders in 2020.
Depreciation and amortization
Depreciation and amortization expenses increased $1.0 million, or 7%, year-over-year, primarily driven by 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 of our
pharma manufacturer solutions offering in the second half of 2023.
Table of Contents
17
Other Expense
Other expense decreasedby $1.8 millionyear-over-year, due to an impairment loss on one of our minority equity
interest investments recognized in the first quarter of 2023.
Interest Expense
Interest expense increasedby $1.5 million, or 11%, year-over-year, primarily due to higher interest rates, partially offset
by lower average debt balances.
Income Taxes
For the three months ended March 31, 2024and 2023, we had income tax expenseof $1.3 millionand $6.9 million,
respectively, and an effective income tax rate of 444.4%and 191.5%, respectively. The year-over-year decrease in our
income tax expense was primarily driven by a decrease in our estimated annual effective income tax rate due to the release
of our valuation allowance in the second quarter of 2023 and a decrease in our tax effects from our equity 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 our cash and cash
equivalents and borrowings available under our $100.0 millionsecured revolving credit facility which expires on July 11,
2025. As of March 31, 2024, we had cash and cash equivalents of $533.3 millionand $91.7 millionavailable under our
revolving credit facility. For additional information regarding our revolving credit facility and our term loan, see Note 6 to our
condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.
As of 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 202310-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 Part I,
Item 1A, "Risk Factors" of our 202310-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. 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 arrangements 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 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, see Note
18 to our consolidated financial statements included in our 202310-K for the condensed parent company financial
information of GoodRx Holdings, Inc.
Cash Flows
|
|
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
|
Table of Contents
18
Net cash provided by operating activities
Net cash provided byoperating activities consist of net lossor income adjusted for certain non-cash items and changes
in assets and liabilities. The $10.3 millionyear-over-year increasein net cash provided byoperations was primarily due to a
$9.4 millionnet increasein cash inflow from changes in operating assets and liabilities principally driven bythe timing of
payments of prepaid services and accounts payable, income tax payments and refunds as well as collections of accounts
receivable.
Net cash used in investing activities
Net cash used ininvesting activities generally consist of cash used for software development costs and capital
expenditures, and may also include cash used for acquisitions and investments that we may make from time to time. The
$6.3 millionyear-over-year increasein net cash used ininvesting activities was primarily driven by a $6.1 million increasein
cash paid for software development.
Net cash used in financing activities
Net cash used infinancing 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. The $146.9 millionyear-over-year increasein net cash used infinancing activities was primarily driven by a $143.7
million increasein payments for repurchases of our Class A common stock.
Recent Accounting Pronouncements
Refer to Note 2 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on
Form 10-Q.
Critical Accounting Policies and Estimates
During the three months ended March 31, 2024, there have been no significant changesto 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 202310-K.
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 202310-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 March 31, 2024, our disclosure controls and procedures
were effective.
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 March 31, 2024that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Table of Contents
19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The information required under this Part II, Item 1 is set forth in Note 7 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 nomaterial changes to the risk factors previously disclosed in our 202310-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 202310-
K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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 March 31, 2024, we estimated we had used approximately $426.4 millionof the net proceeds
from our IPO: (i) $164.4 millionfor the acquisition of businesses that complement our business; and (ii) $262.0 millionfor the
repurchases of our Class A common stock. As of March 31, 2024, we had $460.5 millionestimated 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 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)
|
|
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 9 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 that was publicly announced on February 28, 2022 and expired on
February 23, 2024, in addition to our new $450.0 millionstock 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.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Table of Contents
20
Item 5. Other Information
Insider Trading Arrangements
During the three months ended March 31, 2024, none of our directors or officers (as defined in Section 16 of the
Exchange Act), adoptedor terminatedany 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).
Table of Contents
21
Item 6. Exhibits
|
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
|
Fourth Amendment to Office Lease Agreement by and
between GoodRx, Inc. and Pen Factory Property Owner,
LLC, dated February 7, 2024
|
*
|
|||
|
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
|
Certification of Interim Chief Executive Officer pursuant to
Rule 13a-14(a)/15d-14(a)
|
*
|
|||
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a)
|
*
|
|||
|
32.1
|
Certification of Interim Chief Executive Officer pursuant to
18 U.S.C. Section 1350
|
**
|
|||
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350
|
**
|
|||
|
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.
Table of Contents
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: May 9, 2024
|
By:
|
/s/ Scott Wagner
|
|
Scott Wagner
|
||
|
Interim Chief Executive Officer
|
||
|
(Principal Executive Officer)
|
||
|
Date: May 9, 2024
|
By:
|
/s/ Karsten Voermann
|
|
Karsten Voermann
|
||
|
Chief Financial Officer
|
||
|
(Principal Financial Officer)
|
||
|
Date: May 9, 2024
|
By:
|
/s/ Romin Nabiey
|
|
Romin Nabiey
|
||
|
Chief Accounting Officer
|
||
|
(Principal Accounting Officer)
|
Table of Contents
23