gdrx-20240930

美國

證券交易委員會

華盛頓特區20549

________________________________

表格 10-Q

________________________________

（標記一）


x	根據1934年證券交易法第13或15(d)節的季度報告

截至季度結束日期的財務報告2024年9月30日

或者


o	根據1934年證券交易法第13或15(d)節的轉型報告書

過渡期爲從______到______期間。

委託文件編號：001-39866001-39549

________________________________

goodrx控股有限公司

（依據其憲章指定的註冊名稱）

________________________________


特拉華州	47-5104396
（國家或其他管轄區的公司成立或組織）	（IRS僱主唯一識別號碼）

2701奧林匹克大道聖莫尼卡, 加利福尼亞州	90404
，（主要行政辦公地址）	(郵政編碼)

(855) 268-2822

(註冊人電話號碼，包括區號)

N/A

（前名稱、地址及財政年度，如果自上次報告以來有更改）

________________________________

根據法案第12（b）條註冊的證券：


每一類的名稱	交易符號:	在其上註冊的交易所的名稱
A類普通股，每股面值0.0001美元	GDRX	納斯達克證券交易所 LLC

請打勾表示註冊者（1）是否已依據《證券交易所法》第13或15（d）條的規定提交了所有要提交的報告

1934年證券交易法在過去的12個月內（或者對於註冊者需要提交這些報告的更短期間），並

（2）是否在過去的90天內受到這些報告要求的約束。 Yes x 否 o

請用複選標記指示申報人在過去12個月（或更短期間）期間是否電子提交了規定提交的每個互動數據文件。

根據規定S-t條例405號（本章232.405號）規定，在過去12個月內（或更短期間）是否電子提交了所有要提交的互動數據文件

請通過勾選表示以下事項：是否在過去12個月內（或者註冊者需要提交此類報告的時間更短）根據規定S-t法規405條的規定提交了所有必須提交的交互式數據文件。 Yes x 否 o

請用複選標記指示申報人是否屬於大型快速申報公司、加速申報公司、非加速申報公司、較小申報公司或新興成長公司。請參閱「大型快速申報公司」、「加速申報公司」、“較小報告

公司”，或「新興成長公司」的定義。

公司”和「成長中的公司」在交易所法案120億.2條款中。


大型加速報告人	o	加速文件提交人	x

非加速文件提交人	o	較小的報告公司	o

新興成長公司	o

如果註冊者爲新興成長公司，請勾選是否選擇不使用根據證券交易所法案第13(a)條規定提供的符合任何新的或修訂後的財務會計準則的延長過渡期。

如果註冊者爲新興成長公司，請勾選是否選擇不使用根據證券交易所法案第13(a)條規定提供的符合任何新的或修訂後的財務會計準則的延長過渡期。 o

請勾選以下選項以指示註冊人是否爲外殼公司(根據交易所法規則12b-2定義)。是o 否 x

截至 2024年10月29日在該註冊期內，註冊人擁有98583716股B類普通股，每股面值爲0.0001美元。 104,272,876每股行權價11.5美元。

276,869,320流通的B類普通股股份，每股面值爲0.0001元。

前瞻性聲明

本第10-Q表格的季度報告包含前瞻性聲明。我們打算進行這些前瞻性聲明

適用於1933年證券法第27A條的前瞻性聲明的免責條款

如最新修訂，並適用於1934年證券交易法修訂的第21E條（以下簡稱「Exchange Act」）。所有

本第10-Q季度報告中包含的除歷史事實聲明外的一切聲明可能屬於前瞻性

聲明。在某些情況下，您可以通過「可能」、「將」、「應當」、「預計」等術語來識別前瞻性聲明

「計劃」、「預期」、「可能」、「打算」、「目標」、「計劃」、「考慮」、「相信」、「估計」、「預測」

「潛在」或「繼續」或這些術語的否定形式或其他類似表達。包含於本季度10-Q表格中的前瞻性陳述包括但不限於關於我們未來運營結果

和財務狀況、行業和業務趨勢、美國零售藥店持續變化的預期影響、我們的價值主張、與第三方廠商的合作與夥伴關係，包括我們的綜合儲蓄計劃、股票補償、我們的股票回購計劃、

某些法律訴訟的潛在結果和預計影響、我們的業務策略、我們的計劃、市場增長和未來運營目標。

本季度10-Q報告中的前瞻性陳述僅爲預測。我們已基於這些

預測進行假設，但我們的實際結果可能有所不同。

「潛在」或「繼續」或這些術語的否定形式或其他類似表達。包含於本季度10-Q表格中的前瞻性陳述包括但不限於關於我們未來運營結果和財務狀況、行業和業務趨勢、美國零售藥店持續變化的預期影響、我們的價值主張、與第三方廠商的合作與夥伴關係，包括我們的綜合儲蓄計劃、股票補償、我們的股票回購計劃、

我們主要根據對未來事件和財務趨勢的當前期望和預測進行前瞻性表述

我們認爲可能會影響我們業務、財務狀況和經營業績的前瞻性聲明涉及已知和未知的風險、不確定性和其他重要因素

這可能導致我們的實際結果、表現或成就與前瞻性聲明中明示或暗示的任何未來結果、表現或成就有實質不同，包括但不限於與我們有限的經營歷史和初創階段相關的風險；我們能否實現廣泛的市場教育並改變消費者購買習慣；我們繼續以具有成本效益的方式吸引、獲取和保留消費者的一般能力；我們在處方交易方面的重大依賴以及擴大我們的產品範圍的能力；藥物定價的變化以及定價的重大影響

表

達成的成就與前瞻性聲明中明示或暗示的任何未來結果、表現或成就有實質不同，包括但不限於與我們有限的經營歷史和初創階段相關的風險；我們能否實現廣泛的市場教育並改變消費者購買習慣；我們繼續以具有成本效益的方式吸引、獲取和保留消費者的一般能力；我們在處方交易方面的重大依賴以及擴大我們的產品範圍的能力；藥物定

價格的變化以及定價的重大影響

交易提供和擴展我們的產品範圍的能力；藥物定價的變化和定價的重大影響

行業參與者協商的結構；我們無法控制處方藥的類別和類型，從而提供節省或折扣價格；我們依賴於包括藥房效益管理者、藥房和製藥廠商在內的有限數量的行業參與者；行業競爭的性質；與疫情、流行病或傳染病爆發（如COVID-19）相關的風險；我們對我們可尋址市場和其他運營指標的估計準確性；我們對處方價格市場變化的應對能力以及維護和擴大GoodRx代碼使用的能力；我們維護平台積極認知或維護和增強品牌的能力；未能保持有效的財務報告內部控制的風險；與社交媒體、電子郵件、短信和其他消息渠道作爲我們營銷策略的一部分相關的風險；我們

能夠提供節省或折扣價格的處方藥種類和類型；我們依賴於包括藥房效益管理者、藥房和製藥廠商在內的有限數量的行業參與者；行業競爭的性質；與疫情、流行病或傳染病爆發（如COVID-19）相關的風險；我們對我們可尋址市場和其他運營指標的估計準確性；我們對處方價格市場變化的應對能力以及維護和擴大GoodRx代碼使用的能力；我們維護平台積極認知或維護和增強品牌的能力；未能保持有效的財務報告內部控制的風險；與社交媒體、電子郵件、短信和其他消息渠道作爲我們營銷策略的一部分相關的風險；我們

依賴於我們的信息技術系統和第三方供應商的風險，以及與任何故障或

此類重大中斷的相關風險；涉及政府監管互聯網、電子商務、消費者數據和

隱私、信息技術和網絡安全的風險；涉及消費者不願意再接受

通訊或任何技術、法律或其他限制發送此類通訊的風險；與未能

遵守適用的數據保護、隱私和安全、廣告和消費者保護法律、法規、

標準以及其他要求的風險；我們利用淨營業虧損結轉和某些其他稅收屬性的能力；

我們可能無法實現預期收益從我們的重組和成本削減努力中的風險；我們的能力

吸引、培養、激勵和留住高素質員工的風險；涉及我們收購策略的風險；與我們的

債務安排；在我們的應用程序或網站上服務中斷或延遲，或者存在未被發現的錯誤或設計缺陷；我們

依賴第三方平台分發我們的平台和產品，包括軟件即服務技術；

這些我們依賴的平台的系統故障或其他故障；與氣候變化有關的風險；

對環保可持續性和社會倡議日益關注的風險；與我們的知識產權相關的風險；風險

與在醫療保健行業經營相關的風險；與我們的組織結構相關的風險；訴訟相關的風險；我們能力

準確預測營收並恰當規劃未來支出的風險；與一般經濟因素相關的風險，

自然災害或其他意外事件相關的風險；與我們稅務義務和實際所得稅率波動相關的風險

可能會對我們的運營結果產生重大不利影響的風險；與最近的醫療保健改革立法相關的風險

以及醫療保健行業和醫療保健支出方面的其他變化可能會對我們的業務、財務

狀況和經營結果產生不利影響；以及在題爲「風險因素」部分中討論的其他重要因素

2019財年的年度報告（表格10-K） 2023年12月31日 (“2023 10-K”) 以及我們在其他提交給證券交易委員會(「SEC」)的備案文件中的其他內容

本季度報告中的前瞻性聲明基於本季度報告日我們掌握的信息，儘管我們認爲此類信息對於這類聲明構成合理依據，但這些信息可能是有限或不完整的，而我們

認爲這些信息形成了這類聲明的合理基礎，但這些信息可能是有限或不完整的，而我們

信息可能是有限或不完整的，而且我們

不應將聲明視爲表明我們已對所有潛在信息進行詳盡調查或審查

可以利用的相關信息不適宜完全依賴於這些聲明。這些聲明本質上是不確定的，投資者應謹慎對待

不應過分依賴這些聲明。

您應閱讀本季度10-Q表格以及我們在本季度10-Q表格中引用並作爲該表格附件提交的文件，理解我們實際未來

結果、活動水平、表現和成就可能與我們的預期大不相同。我們通過這些警告性聲明對我們所有的前瞻性聲明進行限制。

這些前瞻性聲明僅適用於本季度10-Q表格的日期。除非適用法律要求，我們不打算公開更新或修訂任何

前瞻性聲明。

除非適用法律要求，我們不打算公開更新或修訂任何

在這份10-Q表格中包含的前瞻性聲明，無論是因爲任何新信息，

未來事件或其他情況。

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GoodRx Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
(in thousands)	2024	2023
Cash flows from operating activities
Net income	$9,650	$17,001
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	50,442	64,060
Loss on extinguishment of debt	2,077	—
Amortization of debt issuance costs	2,076	2,539
Non-cash operating lease expense	2,981	3,022
Stock-based compensation expense	78,067	76,042
Deferred income taxes	(642)	(57,989)
Loss on operating lease assets	—	374
Loss on disposal of capitalized software	—	7,615
Loss on minority equity interest investment	—	4,008
Changes in operating assets and liabilities
Accounts receivable	12,805	(4,005)
Prepaid expenses and other assets	(12,268)	(29,867)
Accounts payable	(23,167)	14,515
Accrued expenses and other current liabilities	19,778	26,071
Operating lease liabilities	(3,250)	(1,460)
Other liabilities	600	498
Net cash provided by operating activities	139,149	122,424
Cash flows from investing activities
Purchase of property and equipment	(1,078)	(634)
Capitalized software	(52,625)	(42,260)
Net cash used in investing activities	(53,703)	(42,894)
Cash flows from financing activities
Proceeds from long-term debt	472,033	—
Payments on long-term debt	(639,038)	(5,272)
Payments of debt issuance costs	(2,673)	—
Repurchases of Class A common stock (1)	(158,657)	(26,149)
Proceeds from exercise of stock options	18,435	4,385
Employee taxes paid related to net share settlement of equity awards	(24,922)	(15,403)
Proceeds from employee stock purchase plan	857	649
Net cash used in financing activities	(333,965)	(41,790)
Net change in cash and cash equivalents	(248,519)	37,740
Cash and cash equivalents
Beginning of period	672,296	757,165
End of period	$423,777	$794,905
Supplemental disclosure of cash flow information
Non cash investing and financing activities:
Stock-based compensation included in capitalized software	$12,313	$9,921
Capitalized software included in accounts payable and accrued expenses and other current liabilities	7,515	5,789
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 nine months ended September 30, 2024 include 20.9 million shares

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.

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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 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, 2023 and the related notes, which are included in our

Annual Report on Form 10-K filed with the SEC on February 29, 2024 ("2023 10-K"). The December 31, 2023 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, 2024 are 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 and nine months ended

September 30, 2024 from those disclosed in “Note 2. Summary of Significant Accounting Policies” in the notes to our

consolidated financial statements included in our 2023 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.

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

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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.

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

$325.5 million and $605.5 million at September 30, 2024 and December 31, 2023, 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, 2024, no

customer accounted for more than 10% of our revenue. For the three months ended September 30, 2023, two customers

accounted for 13% and 12% of our revenue. For the nine months ended September 30, 2024, two customers accounted for

10% of our revenue. For the nine months ended September 30, 2023, two customers accounted for 14% and 11% of our

revenue. At September 30, 2024 and 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 impairment losses of $2.2 million and

$4.0 million on one of our minority equity interest investments during the three and nine months ended September 30, 2023,

respectively, and presented as other expense in our condensed consolidated statements of operations for the periods then

ended. 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, 2024 and 2023. Equity

investments included in other assets on our condensed consolidated balance sheets as of September 30, 2024 and

December 31, 2023 were $15.0 million.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more

detailed information about the types of expenses in commonly presented expense captions. This ASU requires entities to

disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization

included in each relevant expense caption; as well as a qualitative description of the amounts remaining in relevant expense

captions that are not separately disaggregated quantitatively. This ASU also requires disclosure of the total amount of selling

expense and, in annual reporting periods, an entity’s definition of selling expenses. This ASU applies to all public entities and

will be effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after

December 15, 2027. Early adoption of this ASU is permitted. This ASU should be applied either prospectively to financial

statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods

presented in the financial statements. We are currently evaluating the impact of the adoption of this ASU on our consolidated

financial statement disclosures.

In December 2023, the FASB issued 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 updating qualitative and quantitative

reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses that are

regularly provided to the chief operating decision maker and increased interim disclosure requirements, among others. 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 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 of

this ASU on our consolidated financial statement disclosures and based on our analysis to date, the adoption is expected to

result in enhanced qualitative disclosures.

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3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


(in thousands)	September 30, 2024	December 31, 2023
Insurance recovery receivable (1)	$14,900	$12,900
Income taxes receivable	13,912	3,537
Reimbursable third-party payments (2)	20,779	15,481
Other prepaid expenses and other current assets (3)	22,629	24,968
Total prepaid expenses and other current assets	$72,220	$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)Other current assets were not material as of September 30, 2024 and December 31, 2023.

4. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


(in thousands)	September 30, 2024	December 31, 2023
Accrued bonus and other payroll related	$23,856	$30,401
Accrued legal settlement	27,500	12,500
Accrued marketing	15,102	10,650
Reimbursable liabilities (1)	10,371	—
Deferred revenue	6,328	7,105
Other accrued expenses	9,520	10,673
Total accrued expenses and other current liabilities	$92,677	$71,329

_____________________________________________________

(1)Represents amounts owed to third parties on behalf of certain customers.

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, 2024 will be recognized

as revenue within the subsequent twelve months. Of the $7.1 million of deferred revenue at December 31, 2023, $0.5 million

and $6.9 million was recognized as revenue during the three and nine months ended September 30, 2024, respectively.

Revenue recognized during the three and nine months ended September 30, 2023 of $0.8 million and $7.8 million,

respectively, was 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 September 30, 2024 and 2023 was 51.1% and 17.4%,

respectively. The effective income tax rate for the nine months ended September 30, 2024 and 2023 was 51.9% and

155.0%, 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, 2024 and 2023 were due to the effects of non-deductible officers’ stock-

based compensation expense, state income taxes, benefits from research and development tax credits, and tax effects from

our equity awards. The effective income tax rate for the nine months ended September 30, 2023 was further impacted by the

release of our valuation allowance against the majority of our net deferred tax assets recorded as a discrete tax benefit

during the three months ended June 30, 2023.

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6. Debt

Prior to the July 10, 2024 amendment described below, our First Lien Credit Agreement (as amended from time to time,

the "Credit Agreement") provided 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”) maturing on July 11, 2025.

For further details of the material terms of our First Lien Term Loan Facility and Revolving Credit Facility prior to the July 10,

2024 amendment, refer to Note 12 in the consolidated financial statements included in our 2023 10-K.

On July 10, 2024, we entered into the Sixth Amendment to First Lien Credit Agreement (the "Sixth Amendment") to,

among other things, (i) establish a $500.0 million term loan (the “2024 Term Loan Facility”) that matures on July 10, 2029 (ii)

extend the maturity on $88.0 million of the Revolving Credit Facility to April 10, 2029 and (iii) immaterially modify certain

covenants. The remaining $12.0 million of the Revolving Credit Facility not subject to the maturity extension will terminate on

July 11, 2025. Concurrent with the closing of the Sixth Amendment, we repaid the First Lien Term Loan Facility in full using

all of the proceeds from the 2024 Term Loan Facility (after giving effect to a $22.8 million cashless roll by continuing lenders)

and cash on hand. The 2024 Term Loan Facility and the Revolving Credit Facility are collateralized by substantially all of our

assets and 100% of the equity interest of GoodRx.

The 2024 Term Loan Facility bears interest, at our option, at either (i) a term rate based on the Secured Overnight

Financing Rate, subject to a “floor” of 0.00%, plus a margin of 3.75%; or (ii) an alternate base rate plus a margin of 2.75%.

Interest is paid monthly. The 2024 Term Loan Facility requires quarterly principal payments of $1.3 million beginning with the

quarter ending March 31, 2025, with any remaining unpaid principal and any accrued interest due upon maturity. We may

make voluntary prepayments of the 2024 Term Loan Facility from time to time, and we are required in certain instances

related to asset dispositions, casualty events, non-permitted debt issuances and annual excess cash flow, to make

mandatory prepayments of the 2024 Term Loan Facility.

In connection with the Sixth Amendment, we recognized a $2.1 million loss on the extinguishment of debt related to the

write-off of a portion of existing unamortized debt issuance costs and discounts. Third-party transaction costs incurred

related to the 2024 Term Loan Facility was $4.7 million, of which $2.7 million were expensed as incurred as other expense in

our condensed consolidated statements of operations for the three and nine months ended September 30, 2024. The

remaining third-party transaction costs along with a $5.0 million original issue discount were presented as a reduction of

debt, net on our condensed consolidated balance sheet as of September 30, 2024.

The effective interest rate on our term loans for the three months ended September 30, 2024 and 2023 was 9.60% and

8.80%, respectively. The effective interest rate on our term loans for the nine months ended September 30, 2024 and 2023

was 9.04% and 8.33%, respectively.

We had no borrowings against the Revolving Credit Facility as of September 30, 2024 and December 31, 2023.

We had outstanding letters of credit issued against the Revolving Credit Facility for $8.3 million and $9.2 million as of

September 30, 2024 and December 31, 2023, respectively, which reduces our available borrowings under the Revolving

Credit Facility.

Our debt balance is as follows:


(in thousands)	September 30, 2024	December 31, 2023
Principal balance under 2024 Term Loan Facility	$500,000	$—
Principal balance under First Lien Term Loan Facility	—	661,797
Less: Unamortized debt issuance costs and discounts	(8,657)	(5,307)
	$491,343	$656,490

The estimated fair value of our debt approximated its carrying value as of September 30, 2024 and 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 8.2 to 1.0 only in the event that the amounts outstanding under the

Revolving Credit Facility exceed a specified percentage of commitments under the Revolving Credit Facility, and other

nonfinancial covenants under the Credit Agreement. At September 30, 2024, we were in compliance with our covenants.

7. Commitments and Contingencies

Aside from the below, as of September 30, 2024, there were no material changes to our commitments and

contingencies as disclosed in the notes to our consolidated financial statements included in our 2023 10-K.

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 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 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 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, 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, 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 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. 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 million loss was probable and

accrued $12.5 million as of December 31, 2023, net of an initial $0.5 million payment to a third-party qualified settlement

fund that we do not own that 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 and

recognized the incremental loss during the three months ended March 31, 2024. The $27.5 million estimated net liability

remains accrued within accrued expenses and other current liabilities on our condensed consolidated balance sheet as of

September 30, 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. In addition, while it is reasonably possible

an incremental loss may have been incurred for the indemnification of certain parties named in the class action lawsuits, a

loss, or a range of loss, is not reasonably estimable. 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.

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. On July 25,

2024, U.S. District Judge André Birotte Jr. appointed The Kalmanson Family as the lead plaintiff and approved selection of

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lead plaintiff's counsel. We intend to file a motion to dismiss the lawsuit. Additionally, on various dates between May 23,

2024 and November 6, 2024, alleged stockholders Benjamin Solomon (Case No. 2:24-cv-04301), Joseph Caetano (Case

No. 2:24-cv-06993), Colby Mayes (Case No. 2:24-cv-07264), Sharon Burgs (Case No. 2:24-cv-07281), and Stephen

Bushansky (Case No. 2:24-cv-09611) each filed separate derivative lawsuits in the United States District Court for the

Central District of California, in each case, purportedly on behalf of us against certain of our current and former executive

officers and directors. The derivative complaints assert various claims, including for violations of, and contribution under, the

Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste and

violations of insider trading laws. The claims in each of these derivative lawsuits are based on allegations substantially

similar to those in the class action lawsuit described above and also allege that we failed to maintain adequate internal

controls. The plaintiffs in these derivative lawsuits are seeking declaratory relief, monetary damages, restitution,

disgorgement of alleged illegal profits and/or certain governance reforms. We intend to vigorously defend against the claims

asserted in the securities class action and derivative lawsuits. We believe we have meritorious defenses to such claims and

based upon information presently known to management, we have not accrued a loss for these lawsuits as a loss is not

probable nor reasonably estimable. While it is reasonably possible a loss may have been incurred, we are unable to

estimate a loss or range of loss in these matters.

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. On September 11, 2024, the DSC entered an

opinion and order denying Famulus’s motion to vacate the Arbitration Award and granting GoodRx’s motion to confirm the

Arbitration Award as modified by the DSC. On October 11, 2024, GoodRx filed an application for writ of execution in the

DSC. The writ, once issued, will direct a U.S. Marshal of the District of South Carolina to levy Famulus’s property in

execution of GoodRx’s judgment. 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 and nine months ended September 30, 2024 and 2023, revenue comprised the following:


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands)	2024	2023	2024	2023
Prescription transactions revenue	$140,419	$135,427	$432,562	$406,874
Subscription revenue	21,306	23,240	65,860	71,261
Pharma manufacturer solutions revenue	28,136	15,897	79,149	60,662
Other revenue	5,390	5,394	16,170	14,824
Total revenue	$195,251	$179,958	$593,741	$553,621

9. Stockholders' Equity

On February 23, 2022, our board of directors ("Board") authorized the repurchase of up to an aggregate of

$250.0 million of 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 million of 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. 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

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our Board. Repurchased shares are subsequently retired and returned to the status of authorized but unissued. As of

September 30, 2024, we had $290.2 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"),

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 and Risk Committee (formerly Audit Committee) as part of the $450.0 million repurchase program

approved in February 2024. The Spectrum and Francisco Partners Repurchase closed 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)	2024	2023	2024	2023
Number of shares repurchased	756	1,138	22,085	4,371
Cost of shares repurchased	$5,254	$7,712	$159,778	$26,149

10. Basic and Diluted Earnings (Loss) Per Share

The computation of earnings (loss) per share for the three and nine months ended September 30, 2024 and 2023 is as

follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands, except per share amounts)	2024	2023	2024	2023
Numerator:
Net income (loss)	$3,965	$(38,495)	$9,650	$17,001
Denominator:
Weighted average shares - basic	379,667	413,437	385,553	412,698
Dilutive impact of stock options, restricted stock awards and restricted stock units	8,837	—	7,924	3,752
Weighted average shares - diluted	388,504	413,437	393,477	416,450
Earnings (loss) per share:
Basic	$0.01	$(0.09)	$0.03	$0.04
Diluted	$0.01	$(0.09)	$0.02	$0.04

The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings (loss)

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)	2024	2023	2024	2023
Stock options and restricted stock units	12,767	52,965	16,905	27,808

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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 unaudited 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, 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" section of our 2023 10-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, 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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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 September 30, 2024 as compared to the same period of 2023:

•Revenue increased 8% to $195.3 million from $180.0 million;

•Adjusted Revenue increased 3% to $195.3 million from $190.0 million;

•Net income and net income margin were $4.0 million and 2.0%, respectively, compared to net loss and net

loss margin of $38.5 million and 21.4%, respectively; and

•Adjusted EBITDA and Adjusted EBITDA Margin were $65.0 million and 33.3%, respectively, compared to $53.5

million and 28.1%, respectively.

For the nine months ended September 30, 2024 as compared to the same period of 2023:

•Revenue increased 7% to $593.7 million from $553.6 million;

•Adjusted Revenue increased 5% to $593.7 million from $563.6 million;

•Net income and net income margin were $9.7 million and 1.6%, respectively, compared to $17.0 million and

3.1%, respectively; and

•Adjusted EBITDA and Adjusted EBITDA Margin were $193.2 million and 32.5%, respectively, compared to

$160.2 million and 28.4%, respectively.

Revenue, net income (loss) and net income (loss) 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 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 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.

Recently, we have seen rapid changes in the U.S. retail pharmacy landscape with Rite Aid's store closures in addition to

announcements of store closures and reduction of footprint from various other retail pharmacies, including Walgreens and

CVS. Future store closures and reduction of footprint from retail pharmacies are expected to have an immediate adverse

impact on our prescription volume and prescription transactions revenue. However, we believe this impact to be largely

transient as we expect prescription volume to migrate to other in-network pharmacies in the near term. As an extension of

the changing retail pharmacy landscape, we have seen and continue to expect heightened renegotiations between

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pharmacies and PBMs as a result of the pharmacies' increased focus on rationalizing of their spending, which in turn has

had and may continue to have an impact on our prescription transactions revenue.

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 third quarter of 2024 with over 7 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, 2024 and subscribers to our subscription plans as of September 30,

2024.

Monthly Active Consumers

Consumer demand for our prescription transactions offering is subject to seasonality. We typically experience stronger

consumer demand during the first and fourth quarters of each year. For our integrated savings programs, we may

experience stronger traffic during the first half of each year since more claims are likely to be routed through GoodRx while

plan members are in the deductible phase of their health plans. For further information regarding seasonality, refer to Part II,

Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2023 10-


	Three Months Ended
(in millions)	September 30, 2024	June 30, 2024	March 31, 2024	December 31, 2023	September 30, 2023	June 30, 2023	March 31, 2023
Monthly Active Consumers	6.5	6.6	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, which sunset in July 2024.


	As of
(in thousands)	September 30, 2024	June 30, 2024	March 31, 2024	December 31, 2023	September 30, 2023	June 30, 2023	March 31, 2023
Subscription plans	701	696	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

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may calculate these measures differently than as presented in this Quarterly Report on Form 10-Q, limiting their usefulness

as comparative measures.

The following table presents a reconciliation of net income (loss) and revenue, the most directly comparable financial

measures calculated in accordance with GAAP, to Adjusted EBITDA and Adjusted Revenue, respectively, and presents net

income (loss) margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted

EBITDA Margin:


	Three Months Ended September 30,		Nine Months Ended September 30,
(dollars in thousands)	2024	2023	2024	2023
Net income (loss)	$3,965	$(38,495)	$9,650	$17,001
Adjusted to exclude the following:
Interest income	(4,797)	(8,649)	(18,686)	(23,697)
Interest expense	12,355	14,720	41,564	41,907
Income tax expense (benefit)	4,147	(8,106)	10,401	(47,938)
Depreciation and amortization	17,535	33,024	50,442	64,060
Other expense	2,660	2,200	2,660	4,008
Loss on extinguishment of debt	2,077	—	2,077	—
Financing related expenses (1)	66	—	898	—
Acquisition related expenses (2)	65	162	413	1,603
Restructuring related expenses (3)	—	22,389	441	22,389
Legal settlement expenses (4)	—	3,000	13,000	3,000
Stock-based compensation expense	26,381	32,646	78,067	76,042
Payroll tax expense related to stock-based compensation	510	580	2,236	1,425
Loss on operating lease assets (5)	—	—	—	374
Adjusted EBITDA	$64,964	$53,471	$193,163	$160,174

Revenue	$195,251	$179,958	$593,741	$553,621
Adjusted to exclude the following:
Client contract termination costs	—	10,000	—	10,000
Adjusted Revenue	$195,251	$189,958	$593,741	$563,621
Net income (loss) margin	2.0%	(21.4%)	1.6%	3.1%
Adjusted EBITDA Margin	33.3%	28.1%	32.5%	28.4%

_____________________________________________________

(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 costs for various workforce optimization and organizational changes to

better align with our strategic goals and future scale including employee severance and other personnel related

costs, contract termination costs, and losses from the disposal of certain capitalized software.

(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)Loss on operating lease assets include losses incurred relating to the abandonment or sublease of certain leased

office spaces.

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 2023 10-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 2023 10-K.

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Results of Operations

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

The following table sets forth our results of operations for the three months ended September 30, 2024 and 2023:


(dollars in thousands)	Three Months Ended September 30, 2024	% of Total Revenue	Three Months Ended September 30, 2023	% of Total Revenue	Change ($)	Change (%)
Revenue:
Prescription transactions revenue	$140,419	72%	$135,427	75%	$4,992	4%
Subscription revenue	21,306	11%	23,240	13%	(1,934)	(8%)
Pharma manufacturer solutions revenue	28,136	14%	15,897	9%	12,239	77%
Other revenue	5,390	3%	5,394	3%	(4)	0%
Total revenue	195,251		179,958
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below	11,684	6%	18,721	10%	(7,037)	(38%)
Product development and technology	30,139	15%	39,611	22%	(9,472)	(24%)
Sales and marketing	89,867	46%	91,615	51%	(1,748)	(2%)
General and administrative	25,619	13%	35,317	20%	(9,698)	(27%)
Depreciation and amortization	17,535	9%	33,024	18%	(15,489)	(47%)
Total costs and operating expenses	174,844		218,288
Operating income (loss)	20,407		(38,330)
Other expense, net:
Other expense	(2,660)	1%	(2,200)	1%	(460)	21%
Loss on extinguishment of debt	(2,077)	1%	—	0%	(2,077)	n/m
Interest income	4,797	2%	8,649	5%	(3,852)	(45%)
Interest expense	(12,355)	6%	(14,720)	8%	2,365	(16%)
Total other expense, net	(12,295)		(8,271)
Income (loss) before income taxes	8,112		(46,601)
Income tax (expense) benefit	(4,147)	2%	8,106	5%	(12,253)	(151%)
Net income (loss)	$3,965		$(38,495)

Revenue

All of our revenue has been generated in the United States.

Prescription transactions revenue increased $5.0 million, or 4%, year-over-year, primarily as a result of a 7% 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. We estimate the recently announced Rite Aid's store closures to have a mid-single-digit

million dollar impact on prescription transactions revenue in the second half of 2024 with approximately half of this impact

expected to occur in the fourth quarter of 2024.

Subscription revenue decreased $1.9 million, or 8%, year-over-year, primarily driven by a decrease in the number of

subscription plans due to the sunset of Kroger Savings with 701 thousand subscription plans as of September 30, 2024

compared to 930 thousand as of September 30, 2023. Kroger Savings contributed $2.1 million of subscription revenue in the

third quarter 2023 and nil for the same period of 2024. Given the subscription fee is higher for Gold relative to Kroger

Savings, the sunset of Kroger Savings resulted in a higher year-over-year decline in subscription plans relative to

subscription revenue.

Pharma manufacturer solutions revenue increased $12.2 million, or 77%, year-over-year, primarily driven by a $10.0

million client contract termination payment, which was recognized as a reduction of revenue in the prior year quarter, related

to the restructuring of our pharma manufacturer solutions offering in the second half of 2023. The year-over-year change

was also driven by organic growth as we continued to expand our market penetration with pharma manufacturers and other

customers. The prior year quarter included $2.5 million of revenue contribution from vitaCare Prescription Services, Inc.,

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("vitaCare"), a solution we de-prioritized in connection with our restructuring of pharma manufacturer solutions as described

above, compared to nil in the third quarter of 2024. 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.

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue decreased $7.0 million, or 38%, year-over-year, primarily driven by a $6.4 million decrease in

outsourced and in-house personnel and other costs related to consumer support due to lower average headcount principally

as a result of the restructuring of our pharma manufacturer solutions offering in the second half of 2023.

Product development and technology

Product development and technology expenses decreased $9.5 million, or 24%, year-over-year, primarily driven by a

$7.6 million loss recognized last year on the disposal of certain capitalized software that were not yet ready for their intended

use principally as a result of the restructuring of our pharma manufacturer solutions offering in the second half of 2023.

Sales and marketing

Sales and marketing expenses decreased $1.7 million, or 2%, year-over-year, primarily driven by a $5.5 million

decrease in promotional expenses substantially in the form of consumer discounts. Beginning in December 2023, consumer

discounts are recognized as a reduction of revenue as a result of a change in some aspects of our consumer incentives

program. The impact from this driver was partially offset by a $2.2 million increase in third-party marketing expenses. For

further information regarding our consumer incentives program, see Note 2 to our audited consolidated financial statements

included in our 2023 10-K.

General and administrative

General and administrative expenses decreased $9.7 million, or 27%, year-over-year, primarily driven by a $4.0 million

decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020 and a net $3.0

million estimated legal settlement loss recognized during the third quarter of 2023 with respect to an ongoing class action

litigation.

Depreciation and amortization

Depreciation and amortization expenses decreased $15.5 million, or 47%, year-over-year, primarily driven by $17.5

million of amortization recognized last year related to certain intangible assets, which had been accelerated in connection

with the restructuring of our pharma manufacturer solutions offering in the second half of 2023.

Other Expense

We recognized other expense of $2.7 million in the three months ended September 30, 2024 related to third-party

transaction costs as a result of our debt refinance in July 2024. For additional information, see Note 6 to our condensed

consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. We recognized other

expense of $2.2 million in the three months ended September 30, 2023 related to an impairment loss on one of our minority

equity interest investments.

Loss on Extinguishment of Debt

We recognized a loss on extinguishment of debt of $2.1 million in the three months ended September 30, 2024 related

to the write-off of a portion of existing unamortized debt issuance costs and discounts as a result of our debt refinance in

July 2024. For additional information, see Note 6 to our condensed consolidated financial statements appearing elsewhere

in this Quarterly Report on Form 10-Q.

Interest Income

Interest income decreased by $3.9 million, or 45%, year-over-year, primarily due to lower average balance of cash

equivalents held in U.S. treasury securities money market funds.

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Interest Expense

Interest expense decreased by $2.4 million, or 16%, year-over-year, primarily due to lower average debt balances,

partially offset by higher interest rates.

Income Taxes

For the three months ended September 30, 2024, we had income tax expense of $4.1 million compared to an income

tax benefit of $8.1 million for the three months ended September 30, 2023 and an effective income tax rate of 51.1% and

17.4%, respectively. The year-over-year change in our income taxes was primarily driven by changes in our income (loss)

before income taxes and a higher estimated annual effective income tax rate in 2024, partially offset by net tax benefits from

research and development tax credits.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

The following table sets forth our results of operations for the nine months ended September 30, 2024 and 2023:


(dollars in thousands)	Nine Months Ended September 30, 2024	% of Total Revenue	Nine Months Ended September 30, 2023	% of Total Revenue	Change ($)	Change (%)
Revenue:
Prescription transactions revenue	$432,562	73%	$406,874	73%	$25,688	6%
Subscription revenue	65,860	11%	71,261	13%	(5,401)	(8%)
Pharma manufacturer solutions revenue	79,149	13%	60,662	11%	18,487	30%
Other revenue	16,170	3%	14,824	3%	1,346	9%
Total revenue	593,741		553,621
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below	36,022	6%	51,755	9%	(15,733)	(30%)
Product development and technology	92,010	15%	103,804	19%	(11,794)	(11%)
Sales and marketing	273,285	46%	247,577	45%	25,708	10%
General and administrative	94,316	16%	95,144	17%	(828)	(1%)
Depreciation and amortization	50,442	8%	64,060	12%	(13,618)	(21%)
Total costs and operating expenses	546,075		562,340
Operating income (loss)	47,666		(8,719)
Other expense, net:
Other expense	(2,660)	0%	(4,008)	1%	1,348	(34%)
Loss on extinguishment of debt	(2,077)	0%	—	0%	(2,077)	n/m
Interest income	18,686	3%	23,697	4%	(5,011)	(21%)
Interest expense	(41,564)	7%	(41,907)	8%	343	(1%)
Total other expense, net	(27,615)		(22,218)
Income (loss) before income taxes	20,051		(30,937)
Income tax (expense) benefit	(10,401)	2%	47,938	9%	(58,339)	(122%)
Net income	$9,650		$17,001

Revenue

The year-over-year changes in prescription transactions revenue, subscription revenue and pharma manufacturer

solutions revenue were driven by the same factors described above for the three months ended September 30, 2024

compared to the same period of 2023.

For subscription revenue, revenue contribution from Kroger Savings decreased $6.3 million year-over-year on a year-to-

date basis due to the sunset of the offering.

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For prescription transactions revenue, our Monthly Active Consumers increased 8% on a year-to-date basis compared

to the same period of 2023.

For pharma manufacturer solutions revenue, revenue contribution from vitaCare was $7.6 million on a year-to-date

basis in 2023 compared to nil for the same period of 2024. For expected revenue trends, see our discussion and analysis

above for the three months ended September 30, 2024 compared to the same period of 2023.

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue decreased $15.7 million, or 30%, year-over-year, primarily driven by a $14.3 million decrease in

outsourced and in-house personnel and other costs related to consumer support and a $5.6 million decrease in allocated

overhead, both due 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 $3.0 million increase in

processing fees.

Product development and technology

Product development and technology expenses decreased $11.8 million, or 11%, year-over-year, primarily driven by a

$7.6 million loss recognized last year on the disposal of certain capitalized software that were not yet ready for their intended

use, principally as a result of the restructuring in the second half of 2023, and a $8.3 million decrease in payroll and related

costs largely due to higher capitalization of certain qualified costs related to the development of internal-use software. The

impact from these drivers was partially offset by a $3.1 million increase in third-party services and contractors associated

with product development and allocated overhead.

Sales and marketing

Sales and marketing expenses increased $25.7 million, or 10%, year-over-year, primarily driven by a $22.0 million

increase in payroll and related costs, principally due to higher average headcount and higher stock-based compensation

expense due to a reversal of previously recognized stock-based compensation expense recorded in the second quarter of

2023 as certain performance milestones were no longer probable of being met in addition to changes in our employee

composition. The year-over-year change was also driven by a $15.6 million increase in advertising expenses and a $7.4

million increase in third-party marketing expenses. The impact from these drivers was partially offset by a $21.8 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 above in the discussion and analysis for the three months

comparison.

General and administrative

General and administrative expenses decreased $0.8 million, or 1%, year-over-year, primarily driven by a $12.7 million

decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020. The impact from

this driver was partially offset by a net $10.0 million increase in estimated legal settlement loss with respect to an ongoing

class action litigation and a $3.0 million increase in payroll and related expenses, principally from equity awards granted to

our Interim Chief Executive Officer in the second quarter of 2023 and first quarter of 2024.

Depreciation and amortization

Depreciation and amortization expenses decreased $13.6 million, or 21%, year-over-year, primarily driven by $17.5

million of amortization recognized last year related to certain intangible assets, which had been accelerated in connection

with the restructuring of our pharma manufacturer solutions offering in the second half of 2023. The impact from this driver

was partially offset by higher amortization related to capitalized software in the nine months ended September 30, 2024 due

to higher capitalization costs for platform improvements and the introduction of new products and features.

Other Expense

For other expense in the nine months ended September 30, 2024, see our discussion and analysis for the three months

comparison above. We recognized other expense of $4.0 million in the nine months ended September 30, 2023 related to

impairment losses on one of our minority equity interest investments.

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Loss on Extinguishment of Debt

See our discussion and analysis for the three months comparison above.

Interest Income

Interest income decreased by $5.0 million, or 21%, year-over-year, primarily due to lower average balance of cash

equivalents held in U.S. treasury securities money market funds.

Interest Expense

Interest expense decreased by $0.3 million, or 1%, year-over-year, primarily due to lower average debt balances,

partially offset by higher interest rates.

Income Taxes

For the nine months ended September 30, 2024, we had an income tax expense of $10.4 million compared to a $47.9

million income tax benefit for the nine months ended September 30, 2023 and an effective income tax rate of 51.9% and

155.0%, respectively. The year-over-year change in our income taxes was primarily driven by the release of our valuation

allowance against the majority of our net deferred tax assets recorded as a discrete tax benefit in the second quarter of

2023, partially offset by a decrease in the tax effects from non-deductible officers’ stock-based compensation expense and

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 million secured revolving credit facility. As described in Note 6 to our

condensed consolidated financial statements, in July 2024, we extended the maturity date on $88.0 million of our $100.0

million revolving credit facility to April 10, 2029, with the remaining $12.0 million maturing on July 11, 2025. As of

September 30, 2024, we had cash and cash equivalents of $423.8 million and $91.7 million available under our revolving

credit facility.

As of September 30, 2024, other than as described in Note 6 to our condensed consolidated financial statements

related to the refinancing of our term loan, 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 2023 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 Part I, Item 1A, "Risk Factors" of our 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. 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 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 September 30, 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 2023 10-K for the condensed parent company financial

information of GoodRx Holdings, Inc.

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Cash Flows


	Nine Months Ended September 30,
(in thousands)	2024	2023
Net cash provided by operating activities	$139,149	$122,424
Net cash used in investing activities	(53,703)	(42,894)
Net cash used in financing activities	(333,965)	(41,790)
Net change in cash and cash equivalents	$(248,519)	$37,740

Net cash provided by operating activities

Net cash provided by operating activities consist of net income adjusted for certain non-cash items and changes in

assets and liabilities. The $16.7 million year-over-year increase in net cash provided by operations was due to an increase in

net income after adjusting for non-cash adjustments, partially offset by an increase of $11.3 million in cash outflow from

changes in operating assets and liabilities. Changes in operating assets and liabilities were principally driven by the timing of

payments of prepaid services, accounts payable and accrued expenses, income tax payments and refunds, as well as

collections of accounts receivable.

Net cash used in investing activities

Net cash used in investing 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

$10.8 million year-over-year increase in net cash used in investing activities was primarily driven by a $10.4 million increase

in cash paid for software development.

Net cash used in financing activities

Net cash used in financing activities primarily consist of principal repayments and debt issuance payments related to

our debt arrangements, repurchases of our Class A common stock, and net share settlement of equity awards, partially

offset by debt borrowings, and proceeds from exercise of stock options as well as our employee stock purchase plan. The

$292.2 million year-over-year increase in net cash used in financing activities was primarily driven by a $132.5 million

increase in payments for repurchases of our Class A common stock, an increase of $161.7 million of net repayments on our

term loan as a result of our refinancing in July 2024, and a $9.5 million increase in employee taxes paid related to net share

settlement of equity awards. The impact from these drivers was partially offset by a $14.1 million increase in proceeds from

exercise of stock options.

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 September 30, 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 2023 10-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 2023 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, 2024, our disclosure controls and

procedures were effective.

Table of Contents

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 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 2023 10-

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 September 30, 2024, we estimated we had used approximately $586.4 million of the net

proceeds from our IPO: (i) $164.4 million for the acquisition of businesses that complement our business; (ii) $262.0 million

for the repurchases of our Class A common stock; and (iii) $160.0 million for the repayment of our outstanding debt

obligations. As of September 30, 2024, we had $300.5 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, 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 - 31	755,953	$6.95	755,953	$290,221
September 1 - 30	—	$—	—	$—
Total	755,953		755,953

_____________________________________________________

(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 a trading plan intended to satisfy the affirmative defense conditions of Rule

10b5-1(c)(1) under the Exchange Act. 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 current $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.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.


(in thousands, except par values)	September 30, 2024	December 31, 2023
Assets
Current assets
Cash and cash equivalents	$423,777	$672,296
Accounts receivable, net	130,803	143,608
Prepaid expenses and other current assets	72,220	56,886
Total current assets	626,800	872,790
Property and equipment, net	13,625	15,932
Goodwill	410,769	410,769
Intangible assets, net	54,061	60,898
Capitalized software, net	119,898	95,439
Operating lease right-of-use assets, net	28,842	29,929
Deferred tax assets, net	65,910	65,268
Other assets	34,941	37,775
Total assets	$1,354,846	$1,588,800
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$12,391	$36,266
Accrued expenses and other current liabilities	92,677	71,329
Current portion of debt	3,750	8,787
Operating lease liabilities, current	5,543	6,177
Total current liabilities	114,361	122,559
Debt, net	487,593	647,703
Operating lease liabilities, net of current portion	47,681	48,403
Other liabilities	8,777	8,177
Total liabilities	658,412	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 September 30, 2024 and December 31, 2023	—	—
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized, 103,927 and 92,355 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively; and Class B: 1,000,000 shares authorized, 276,869 and 301,732 shares issued and outstanding at September 30, 2024 and December 31, 2023	38	40
Additional paid-in capital	2,144,149	2,219,321
Accumulated deficit	(1,447,753)	(1,457,403)
Total stockholders' equity	696,434	761,958
Total liabilities and stockholders' equity	$1,354,846	$1,588,800


	Class A and Class B Common Stock		Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity
(in thousands)	Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity
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
Stock options exercised	1,454	—	8,947	—	8,947
Stock-based compensation	—	—	30,885	—	30,885
Vesting and settlement of restricted stock units	3,262	—	—	—	—
Common stock withheld related to net share settlement	(1,231)	—	(9,343)	—	(9,343)
Repurchases of Class A common stock	—	—	290	—	290
Issuance of common stock through employee stock purchase plan	179	—	857	—	857
Net income	—	—	—	6,694	6,694
Balance at June 30, 2024	378,607	$38	$2,121,079	$(1,451,718)	$669,399
Stock options exercised	1,106	—	6,679	—	6,679
Stock-based compensation	—	—	30,604	—	30,604
Vesting and settlement of restricted stock units	3,026	—	—	—	—
Common stock withheld related to net share settlement	(1,187)	—	(8,959)	—	(8,959)
Repurchases of Class A common stock	(756)	—	(5,254)	—	(5,254)
Net income	—	—	—	3,965	3,965
Balance at September 30, 2024	380,796	$38	$2,144,149	$(1,447,753)	$696,434


	Class A and Class B Common Stock		Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity
(in thousands)	Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity
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
Stock options exercised	204	—	560	—	560
Stock-based compensation	—	—	21,354	—	21,354
Vesting and settlement of restricted stock units	2,148	—	—	—	—
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 plan	161	—	649	—	649
Net income	—	—	—	58,786	58,786
Balance at June 30, 2023	396,672	$40	$2,288,370	$(1,393,039)	$895,371
Stock options exercised	1,138	—	3,118	—	3,118
Stock-based compensation	—	—	36,346	—	36,346
Vesting and settlement of restricted stock units	2,749	—	—	—	—
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, 2023	398,362	$40	$2,312,767	$(1,431,534)	$881,273


	GOODRX HOLDINGS, INC.

Date: November 7, 2024	By:	/s/ Scott Wagner
		Scott Wagner
		Interim Chief Executive Officer
		(Principal Executive Officer)

Date: November 7, 2024	By:	/s/ Karsten Voermann
		Karsten Voermann
		Chief Financial Officer
		(Principal Financial Officer)

Date: November 7, 2024	By:	/s/ Romin Nabiey
		Romin Nabiey
		Chief Accounting Officer
		(Principal Accounting Officer)


		Page

PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Stockholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	25
Item 6.	Exhibits	26
	Signatures	27