GoodRx Holdings, Inc. [GDRX] Filings

10-Q 1 gdrx-20240930.htm 10-Q gdrx-20240930

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________________

FORM 10-Q

________________________________

(Mark One)


x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______.

Commission File Number: 001-39549

________________________________

GoodRx Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________


Delaware	47-5104396
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2701 Olympic Boulevard Santa Monica, CA	90404
(Address of principal executive offices)	(Zip Code)

(855) 268-2822

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	GDRX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and

(2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting

company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	x

Non-accelerated filer	o	Smaller reporting company	o

Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of October 29, 2024, the registrant had 104,272,876 shares of Class A common stock, $0.0001 par value per share, and

276,869,320 shares of Class B common stock, $0.0001 par value per share, outstanding.

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements

to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of

1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All

statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking

statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,”

“plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,”

“potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in

this Quarterly Report on Form 10-Q include, but are not limited to statements regarding our future results of operations and

financial position, industry and business trends, the anticipated impact of ongoing changes in the U.S. retail pharmacy

landscape, our value proposition, our collaborations and partnerships with third parties, including our integrated savings

program, stock compensation, our stock repurchase program, potential outcomes and estimated impacts of certain legal

proceedings, our business strategy, our plans, market growth and our objectives for future operations.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these

forward-looking statements largely on our current expectations and projections about future events and financial trends that

we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known

and unknown risks, uncertainties and other important factors that may cause our actual results, performance or

achievements to be materially different from any future results, performance or achievements expressed or implied by the

forward-looking statements, including, but not limited to, risks related to our limited operating history and early stage of

growth; our ability to achieve broad market education and change consumer purchasing habits; our general ability to

continue to attract, acquire and retain consumers in a cost-effective manner; our significant reliance on our prescription

transactions offering and ability to expand our offerings; changes in medication pricing and the significant impact of pricing

structures negotiated by industry participants; our general inability to control the categories and types of prescriptions for

which we can offer savings or discounted prices; our reliance on a limited number of industry participants, including

pharmacy benefit managers, pharmacies, and pharma manufacturers; the competitive nature of industry; risks related to

pandemics, epidemics or outbreak of infectious disease, such as COVID-19; the accuracy of our estimate of our

addressable market and other operational metrics; our ability to respond to changes in the market for prescription pricing

and to maintain and expand the use of GoodRx codes; our ability to maintain positive perception of our platform or maintain

and enhance our brand; risks related to any failure to maintain effective internal control over ﬁnancial reporting; risks related

to use of social media, emails, text messages and other messaging channels as part of our marketing strategy; our

dependence on our information technology systems and those of our third-party vendors, and risks related to any failure or

significant disruptions thereof; risks related to government regulation of the internet, e-commerce, consumer data and

privacy, information technology and cybersecurity; risks related to a decrease in consumer willingness to receive

correspondence or any technical, legal or any other restrictions to send such correspondence; risks related to any failure to

comply with applicable data protection, privacy and security, advertising and consumer protection laws, regulations,

standards, and other requirements; our ability to utilize our net operating loss carryforwards and certain other tax attributes;

the risk that we may be unable to realize expected benefits from our restructuring and cost reduction efforts; our ability to

attract, develop, motivate and retain well-qualified employees; risks related to our acquisition strategy; risks related to our

debt arrangements; interruptions or delays in service on our apps or websites or any undetected errors or design faults; our

reliance on third-party platforms to distribute our platform and offerings, including software as-a-service technologies;

systems failures or other disruptions in the operations of these parties on which we depend; risks related to climate change;

the increasing focus on environmental sustainability and social initiatives; risks related to our intellectual property; risks

related to operating in the healthcare industry; risks related to our organizational structure; litigation related risks; our ability

to accurately forecast revenue and appropriately plan our expenses in the future; risks related to general economic factors,

natural disasters or other unexpected events; risks related to fluctuations in our tax obligations and effective income tax rate

which could materially and adversely affect our results of operations; risks related to the recent healthcare reform legislation

and other changes in the healthcare industry and in healthcare spending which may adversely affect our business, financial

condition and results of operations; as well as the other important factors discussed in the section entitled “Risk Factors” of

our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 10-K”) and in our other filings with the

Securities and Exchange Commission (“SEC”). The forward-looking statements in this Quarterly Report on Form 10-Q are

based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such

information forms a reasonable basis for such statements, such information may be limited or incomplete, and our

statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially

available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely

upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on

Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future

results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of

our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date

of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any

forward-looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information,

future events or otherwise.

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We periodically post information that may be important to investors on our investor relations website at https://

investors.goodrx.com. We intend to use our website as a means of disclosing material non-public information and for

complying with our disclosure obligations under Regulation FD. Accordingly, investors and potential investors are

encouraged to consult our website regularly for important information, in addition to following GoodRx’s press releases,

filings with the SEC and public conference calls and webcasts. The information contained on, or that may be accessed

through, our website is not incorporated by reference into, and is not a part of, this Quarterly Report on Form 10-Q.

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		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

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

GoodRx Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(in thousands, except par values)	September 30, 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

See accompanying notes to condensed consolidated financial statements.

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GoodRx Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands, except per share amounts)	2024	2023	2024	2023
Revenue	$195,251	$179,958	$593,741	$553,621
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below	11,684	18,721	36,022	51,755
Product development and technology	30,139	39,611	92,010	103,804
Sales and marketing	89,867	91,615	273,285	247,577
General and administrative	25,619	35,317	94,316	95,144
Depreciation and amortization	17,535	33,024	50,442	64,060
Total costs and operating expenses	174,844	218,288	546,075	562,340
Operating income (loss)	20,407	(38,330)	47,666	(8,719)
Other expense, net:
Other expense	(2,660)	(2,200)	(2,660)	(4,008)
Loss on extinguishment of debt	(2,077)	—	(2,077)	—
Interest income	4,797	8,649	18,686	23,697
Interest expense	(12,355)	(14,720)	(41,564)	(41,907)
Total other expense, net	(12,295)	(8,271)	(27,615)	(22,218)
Income (loss) before income taxes	8,112	(46,601)	20,051	(30,937)
Income tax (expense) benefit	(4,147)	8,106	(10,401)	47,938
Net income (loss)	$3,965	$(38,495)	$9,650	$17,001
Earnings (loss) per share:
Basic	$0.01	$(0.09)	$0.03	$0.04
Diluted	$0.01	$(0.09)	$0.02	$0.04
Weighted average shares used in computing earnings (loss) per share:
Basic	379,667	413,437	385,553	412,698
Diluted	388,504	413,437	393,477	416,450

Stock-based compensation included in costs and operating expenses:
Cost of revenue	$86	$146	$226	$487
Product development and technology	6,384	6,829	18,491	22,952
Sales and marketing	9,725	10,273	27,248	11,665
General and administrative	10,186	15,398	32,102	40,938

See accompanying notes to condensed consolidated financial statements.

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GoodRx Holdings, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Class A and Class B Common Stock		Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity
(in thousands)	Shares	Amount	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

See accompanying notes to condensed consolidated financial statements.

_____________________________________________________

(1)Repurchases of Class A common stock for the three months ended March 31, 2024 include 20.9 million shares

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.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Class A and Class B Common Stock		Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity
(in thousands)	Shares	Amount	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

See accompanying notes to condensed consolidated financial statements.

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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.

Table of Contents

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

GoodRx Holdings, Inc. [GDRX] Filings
10-Q	[2024-11-07]
10-Q	[2024-08-08]
10-Q	[2024-05-09]
10-K	[2024-02-29]
10-Q	[2023-11-09]
10-Q	[2023-08-09]
10-Q	[2023-05-10]
10-K	[2023-03-01]
10-Q	[2022-11-09]
10-Q	[2022-08-09]
10-Q	[2022-05-10]
10-K	[2022-03-01]
10-Q	[2021-11-12]
10-Q	[2021-08-12]
10-Q	[2021-05-14]
10-K	[2021-03-12]
10-Q	[2020-11-12]
S-1	[2020-08-28]