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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 June 30, 2024

OR

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

For the transition period from ______ to ______.

Commission File Number: 001-39549

________________________________

GoodRx Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________

Delaware	47-5104396
(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 July 30, 2024, the registrant had 98,583,716 shares of Class A common stock, $0.0001 par value per share, and

280,869,320 shares of Class B common stock, $0.0001 par value per share, outstanding.

Table of Contents

FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

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

financial position, industry and business trends, the anticipated impact of recent 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.

Table of Contents

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

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

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

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

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

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

Table of Contents

Table of Contents

		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	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	25
	Signatures	26

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

GoodRx Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except par values)	June 30, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents	$524,903		$672,296
Accounts receivable, net	161,774		143,608
Prepaid expenses and other current assets	63,878		56,886
Total current assets	750,555		872,790
Property and equipment, net	14,495		15,932
Goodwill	410,769		410,769
Intangible assets, net	56,022		60,898
Capitalized software, net	111,774		95,439
Operating lease right-of-use assets, net	29,893		29,929
Deferred tax assets, net	65,268		65,268
Other assets	36,614		37,775
Total assets	$1,475,390		$1,588,800
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$16,884		$36,266
Accrued expenses and other current liabilities	73,172		71,329
Current portion of debt	7,029		8,787
Operating lease liabilities, current	5,388		6,177
Total current liabilities	102,473		122,559
Debt, net	645,648		647,703
Operating lease liabilities, net of current portion	49,316		48,403
Other liabilities	8,554		8,177
Total liabilities	805,991		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 June 30, 2024 and December 31, 2023	—		—
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized, 97,738 and 92,355 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively; and Class B: 1,000,000 shares authorized, 280,869 and 301,732 shares issued and outstanding at June 30, 2024 and December 31, 2023	38		40
Additional paid-in capital	2,121,079		2,219,321
Accumulated deficit	(1,451,718)		(1,457,403)
Total stockholders' equity	669,399		761,958
Total liabilities and stockholders' equity	$1,475,390		$1,588,800

See accompanying notes to condensed consolidated financial statements.

Table of Contents

1

GoodRx Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2024		2023		2024		2023
Revenue	$200,610		$189,677		$398,490		$373,663
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below	11,870		16,339		24,338		33,034
Product development and technology	30,854		31,285		61,871		64,193
Sales and marketing	93,454		77,440		183,418		155,962
General and administrative	27,589		30,208		68,697		59,827
Depreciation and amortization	16,965		16,097		32,907		31,036
Total costs and operating expenses	180,732		171,369		371,231		344,052
Operating income	19,878		18,308		27,259		29,611
Other expense, net:
Other expense	—		—		—		(1,808)
Interest income	6,334		7,814		13,889		15,048
Interest expense	(14,566)		(14,054)		(29,209)		(27,187)
Total other expense, net	(8,232)		(6,240)		(15,320)		(13,947)
Income before income taxes	11,646		12,068		11,939		15,664
Income tax (expense) benefit	(4,952)		46,718		(6,254)		39,832
Net income	$6,694		$58,786		$5,685		$55,496
Earnings per share:
Basic	$0.02		$0.14		$0.01		$0.13
Diluted	$0.02		$0.14		$0.01		$0.13
Weighted average shares used in computing earnings per share:
Basic	376,254		412,221		386,153		412,322
Diluted	384,732		414,335		393,620		414,373
Stock-based compensation included in costs and operating expenses:
Cost of revenue	$64		$180		$140		$341
Product development and technology	6,259		7,534		12,107		16,123
Sales and marketing	9,396		(3,020)		17,523		1,392
General and administrative	10,871		13,203		21,916		25,540

See accompanying notes to condensed consolidated financial statements.

Table of Contents

2

GoodRx Holdings, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

	Class A and Class B Common Stock				Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
(in thousands)	Shares		Amount
Balance at December 31, 2023	394,087		$40		$2,219,321		$(1,457,403)		$761,958
Stock options exercised	604		—		2,666		—		2,666
Stock-based compensation	—		—		28,891		—		28,891
Vesting and settlement of restricted stock units	2,535		—		—		—		—
Common stock withheld related to net share settlement	(954)		—		(6,623)		—		(6,623)
Repurchases of Class A common stock (1)	(21,329)		(2)		(154,812)		—		(154,814)
Net loss	—		—		—		(1,009)		(1,009)
Balance at March 31, 2024	374,943		$38		$2,089,443		$(1,458,412)		$631,069
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

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
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

See accompanying notes to condensed consolidated financial statements.

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GoodRx Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
(in thousands)	2024		2023
Cash flows from operating activities
Net income	$5,685		$55,496
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	32,907		31,036
Amortization of debt issuance costs	1,663		1,695
Non-cash operating lease expense	1,930		2,055
Stock-based compensation expense	51,686		43,396
Deferred income taxes	—		(62,980)
Loss on operating lease assets	—		374
Loss on minority equity interest investment	—		1,808
Changes in operating assets and liabilities
Accounts receivable	(18,166)		(6,237)
Prepaid expenses and other assets	(5,981)		(13,574)
Accounts payable	(18,017)		(10,972)
Accrued expenses and other current liabilities	1,973		18,418
Operating lease liabilities	(1,770)		(665)
Other liabilities	377		2,304
Net cash provided by operating activities	52,287		62,154
Cash flows from investing activities
Purchase of property and equipment	(675)		(440)
Capitalized software	(37,169)		(28,807)
Net cash used in investing activities	(37,844)		(29,247)
Cash flows from financing activities
Payments on long-term debt	(5,273)		(3,515)
Repurchases of Class A common stock (1)	(153,226)		(18,437)
Proceeds from exercise of stock options	11,772		1,267
Employee taxes paid related to net share settlement of equity awards	(15,966)		(8,048)
Proceeds from employee stock purchase plan	857		649
Net cash used in financing activities	(161,836)		(28,084)
Net change in cash and cash equivalents	(147,393)		4,823
Cash and cash equivalents
Beginning of period	672,296		757,165
End of period	$524,903		$761,988
Supplemental disclosure of cash flow information
Non cash investing and financing activities:
Stock-based compensation included in capitalized software	$8,090		$6,221
Capitalized software included in accounts payable and accrued expenses and other current liabilities	4,628		4,232
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 six months ended June 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 six months ended June 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 six months ended June 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

$485.5 million and $605.5 million at June 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 each of the three and six months ended June 30, 2024,

one customer accounted for 11% of our revenue. For each of the three and six months ended June 30, 2023, two customers

accounted for 14% and 11% of our revenue. At June 30, 2024, one customer accounted for 14% of our accounts receivable

balance. At December 31, 2023, no customer accounted for more than 10% of our accounts receivable balance.

Equity Investments

We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership

interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant

influence over the operating and financial policies of the investees. The equity investments are accounted for under the

measurement alternative in accordance with Accounting Standards Codification ("ASC") 321, Investments – Equity

Securities, which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. Due to

indicators of a decline in the financial condition of one of our investees, we recognized a $1.8 million impairment loss on one

of our minority equity interest investments during the three months ended March 31, 2023 and presented as other expense

on our condensed consolidated statement of operations for the six months ended June 30, 2023. 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 six months ended June 30, 2024 and 2023. Equity investments included in other assets on

our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 were $15.0 million.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU is intended to enhance the

transparency and decision usefulness of income tax disclosures. The amendments in this ASU address investor requests for

enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

This ASU applies to all public entities and will be effective for fiscal years beginning after December 15, 2024, and for interim

periods for fiscal years beginning after December 15, 2025. Early adoption of this ASU is permitted. We are currently

evaluating the impact of the adoption of this ASU on our consolidated financial statement disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable

Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment

expenses that are regularly provided to the chief operating decision maker and included within each reported measure of

segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a

reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public

entities with a single reportable segment. This ASU applies to all public entities that are required to report segment

information in accordance with ASC 280, and is effective for fiscal years beginning after December 15, 2023 and is effective

for interim 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.

3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

(in thousands)	June 30, 2024		December 31, 2023
Insurance recovery receivable (1)	$14,900		$12,900
Income taxes receivable	12,904		3,537
Reimbursable third-party payments (2)	14,186		15,481
Other prepaid expenses and other current assets (3)	21,888		24,968
Total prepaid expenses and other current assets	$63,878		$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.

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(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 June 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)	June 30, 2024		December 31, 2023
Accrued bonus and other payroll related	$17,743		$30,401
Accrued legal settlement	27,500		12,500
Accrued marketing	13,607		10,650
Deferred revenue	5,988		7,105
Other accrued expenses	8,334		10,673
Total accrued expenses and other current liabilities	$73,172		$71,329

Deferred revenue represents payments received in advance of providing services for certain advertising contracts with

customers and subscriptions. We expect substantially all of the deferred revenue at June 30, 2024 will be recognized as

revenue within the subsequent twelve months. Of the $7.1 million of deferred revenue at December 31, 2023, $1.0 million

and $6.4 million was recognized as revenue during the three and six months ended June 30, 2024, respectively. Revenue

recognized during the three and six months ended June 30, 2023 of $1.3 million and $7.0 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 June 30, 2024 and 2023 was 42.5% and (387.1%),

respectively. The effective income tax rate for the six months ended June 30, 2024 and 2023 was 52.4% and (254.3%),

respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for the three

and six months ended June 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 three and six months ended June 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.

6. Debt

As of June 30, 2024, 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. As of June 30, 2024, there were no

changes to the terms of our First Lien Term Loan Facility and Revolving Credit Facility as disclosed in Note 12 to our

consolidated financial statements included in our 2023 10-K.

The effective interest rate on the First Lien Term Loan Facility for the three months ended June 30, 2024 and 2023 was

8.75% and 8.37%, respectively. The effective interest rate on the First Lien Term Loan Facility for the six months ended June

30, 2024 and 2023 was 8.76% and 8.09%, respectively.

We had no borrowings against the Revolving Credit Facility as of June 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

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

Facility.

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Our debt balance is as follows:

(in thousands)	June 30, 2024		December 31, 2023
Principal balance under First Lien Term Loan Facility	$656,524		$661,797
Less: Unamortized debt issuance costs and discounts	(3,847)		(5,307)
	$652,677		$656,490

The estimated fair value of our debt approximated its carrying value as of June 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 June 30, 2024, we were in compliance with our covenants.

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 new $500.0 million term loan (the “2024 Term Loan”) with a maturity date of July 10,

2029, (ii) extend the maturity date on $88.0 million of the total $100.0 million Revolving Credit Facility to April 10, 2029 and

(iii) immaterially modify certain covenants. The $12.0 million of revolving commitments not subject to the maturity extension

will terminate on July 11, 2025. Concurrently with the closing of the Sixth Amendment, we repaid outstanding principal and

accrued interest under the First Lien Term Loan Facility in full as well as all premiums, fees and expenses in connection with

the foregoing transactions using all of the proceeds from the 2024 Term Loan and $167.2 million of cash on hand. The 2024

Term Loan 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 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 was funded with an original issue discount at 99.0% of the principal amount thereof. The

2024 Term Loan 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 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.

7. Commitments and Contingencies

Aside from the below, as of June 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

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

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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, which was net of an initial $0.5 million payment to a third party qualified

settlement fund that we do not own, which will be disbursed to the plaintiffs if required conditions are satisfied. Based on

ongoing negotiations and mediation between the parties, we determined the estimated probable loss to be $28.0 million as

of March 31, 2024 and June 30, 2024. The $27.5 million estimated net liability was accrued within accrued expenses and

other current liabilities on our condensed consolidated balance sheet as of June 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

lead plaintiff's counsel. We intend to file a motion to dismiss the lawsuit. Additionally, on May 23, 2024, Benjamin Solomon

filed a derivative lawsuit in the United States District Court for the Central District of California purportedly on behalf of us

against certain of our executive officers and current and former directors (Case No. 2:24-cv-04301). The derivative complaint

asserts claims for violations of, and contribution under, the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse

of control, gross mismanagement and corporate waste. These claims 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. Plaintiff in

the derivative lawsuit is seeking declaratory relief, monetary damages, restitution and certain governance reforms. The case

was stayed pending the resolution of our forthcoming motion to dismiss the securities class action lawsuit. We intend to

vigorously defend against the claims asserted in both 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 either lawsuit as a loss is not

probable and reasonably estimable. While it is reasonably possible a loss may have been incurred, we are unable to

estimate a loss or range of loss in 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."

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In February 2023, we initiated arbitration against Famulus Health, LLC (“Famulus”) before the American Arbitration

Association in relation to Famulus’ breach of an agreement entered into by Famulus and us in June 2020, as amended (the

“Agreement”). GoodRx asserted claims for Famulus' breach of the confidentiality and exclusivity provisions in the

Agreement, seeking to recover damages and injunctive relief. On February 15, 2024, an arbitration award was rendered,

which included a damages award and a permanent injunction (the "Arbitration Award"). Famulus filed a petition to vacate the

Arbitration Award on February 21, 2024 in the United States District Court for the District of South Carolina ("DSC"). GoodRx

filed a petition to confirm the Arbitration Award on February 22, 2024 in the DSC. In April 2024, several motions and

oppositions were filed, which were consolidated by the DSC on April 12, 2024. The DSC held a hearing on April 30, 2024 on

the consolidated actions and an order issuance is pending. We can not make any assurance as to the outcome of the

Arbitration Award and when the Arbitration Award will be collected. Any gain on this matter is considered a gain contingency

and will be recognized in the period in which the Arbitration Award is realized or realizable, pursuant to ASC 450,

Contingencies.

8. Revenue

For the three and six months ended June 30, 2024 and 2023, revenue comprised the following:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Prescription transactions revenue	$146,748		$136,540		$292,143		$271,447
Subscription revenue	21,953		23,878		44,554		48,021
Pharma manufacturer solutions revenue	26,504		24,330		51,013		44,765
Other revenue	5,405		4,929		10,780		9,430
Total revenue	$200,610		$189,677		$398,490		$373,663

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 (a "Rule 10b5-1 Plan"). These repurchase programs do not obligate

us to acquire any particular amount of Class A common stock and may be modified, suspended or terminated at any time at

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

unissued. As of June 30, 2024, we had $295.5 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 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.

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The following table presents information about our repurchases of our Class A common stock:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Number of shares repurchased	—		1,663		21,329		3,233
Cost of shares repurchased (1)	$(290)		$8,920		$154,524		$18,437

_____________________________________________________

(1)Cost of shares repurchased for the three months ended June 30, 2024 represents a change to the estimated

excise taxes associated with past repurchases of our Class A common stock.

10. Basic and Diluted Earnings Per Share

The computation of earnings per share for the three and six months ended June 30, 2024 and 2023 is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2024		2023		2024		2023
Numerator:
Net income	$6,694		$58,786		$5,685		$55,496
Denominator:
Weighted average shares - basic	376,254		412,221		386,153		412,322
Dilutive impact of stock options, restricted stock awards and restricted stock units	8,478		2,114		7,467		2,051
Weighted average shares - diluted	384,732		414,335		393,620		414,373
Earnings per share:
Basic	$0.02		$0.14		$0.01		$0.13
Diluted	$0.02		$0.14		$0.01		$0.13

The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings per

share for the periods presented because including them would have been antidilutive:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Stock options, restricted stock awards and restricted stock units	16,164		29,430		18,974		30,470

11. Subsequent Event

On July 10, 2024, we entered into the Sixth Amendment to First Lien Credit Agreement. See "Note 6. Debt" for

additional information.

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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,

our Chief Mission Officer and a director of the Company.

•“consumers” refer to the general population in the United States that uses or otherwise purchases healthcare

products and services. References to “our consumers” or “GoodRx consumers” refer to consumers that

have used one or more of our offerings.

•“discounted price” refers to a price for a prescription provided on our platform that represents a negotiated

rate provided by one of our PBM partners at a retail pharmacy or under a direct contract with one of our

partner pharmacies. Through our platform, our discounted prices are free to access for consumers by saving a

GoodRx code to their mobile device for their selected prescription and presenting it at the chosen pharmacy.

The term “discounted price” excludes prices we may otherwise source, such as prices from patient assistance

programs for low-income individuals and Medicare prices, and any negotiated rates offered through our

subscription offerings: GoodRx Gold (“Gold”), and Kroger Rx Savings Club powered by GoodRx (“Kroger

Savings”).

•“GoodRx code” refers to codes that can be accessed by our consumers through our apps or websites or that

can be provided to our consumers directly by healthcare professionals, including physicians and pharmacists,

that allow our consumers free access to our discounted prices or a lower list price for their prescriptions when

such code is presented at their chosen pharmacy.

•“Monthly Active Consumers” refers to the number of unique consumers who have used a GoodRx code to

purchase a prescription medication in a given calendar month and have saved money compared to the list

price of the medication. A unique consumer who uses a GoodRx code more than once in a calendar month to

purchase prescription medications is only counted as one Monthly Active Consumer in that month. A unique

consumer who uses a GoodRx code in two or three calendar months within a quarter will be counted as a

Monthly Active Consumer in each such month. Monthly Active Consumers do not include subscribers to our

subscription offerings, consumers of our pharma manufacturer solutions offering, or consumers who used our

telehealth offering. When presented for a period longer than a month, Monthly Active Consumers is averaged

over the number of calendar months in such period. For example, a unique consumer who uses a GoodRx

code twice in January, but who did not use our prescription transactions offering again in February or March, is

counted as 1 in January and as 0 in both February and March, thus contributing 0.33 to our Monthly Active

Consumers for such quarter (average of 1, 0 and 0). A unique consumer who uses a GoodRx code in January

and in March, but did not use our prescription transactions offering in February, would be counted as 1 in

January, 0 in February and 1 in March, thus contributing 0.66 to our Monthly Active Consumers for such

quarter. Monthly Active Consumers from acquired companies are only included beginning in the first full

quarter following the acquisition.

•"partner pharmacies" refers to select licensed pharmacies with whom we have direct contractual agreements.

•“PBM” refers to a pharmacy benefit manager. PBMs aggregate demand to negotiate prescription medication

prices with pharmacies and pharma manufacturers. PBMs find most of their demand through relationships with

insurance companies and employers. However, nearly all PBMs also have consumer direct or cash network

pricing that they negotiate with pharmacies for consumers who choose to purchase prescriptions outside of

insurance.

•“pharma” is an abbreviation for pharmaceutical.

•“savings,” “saved” and similar references refer to the difference between the list price for a particular

prescription at a particular pharmacy and the price paid by the GoodRx consumer for that prescription utilizing

a GoodRx code available through our platform at that same pharmacy. In certain circumstances, we may show

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13

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 June 30, 2024 as compared to the same period of 2023:

•Revenue and Adjusted Revenue increased 6% to $200.6 million from $189.7 million;

•Net income and net income margin were $6.7 million and 3.3%, respectively, compared to net income and net

income margin of $58.8 million and 31.0%, respectively; and

•Adjusted EBITDA and Adjusted EBITDA Margin were $65.4 million and 32.6%, respectively, compared to $53.5

million and 28.2%, respectively.

For the six months ended June 30, 2024 as compared to the same period of 2023:

•Revenue and Adjusted Revenue increased 7% to $398.5 million from $373.7 million;

•Net income and net income margin were $5.7 million and 1.4%, respectively, compared to net income and net

income margin of $55.5 million and 14.9%, respectively; and

•Adjusted EBITDA and Adjusted EBITDA Margin were $128.2 million and 32.2%, respectively, compared to

$106.7 million and 28.6%, respectively.

Revenue, net income and net income margin are financial measures prepared in conformity with accounting principles

generally accepted in the United States ("GAAP"). Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are

non-GAAP 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.

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 expect heightened renegotiations between pharmacies and PBMs may occur as a result of

the pharmacies' increased focus on rationalizing of their spending, which in turn may have an impact on our prescription

transactions revenue.

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Recent Development

On July 10, 2024, we entered into the Sixth Amendment to First Lien Credit Agreement. See Note 6 to our condensed

consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

Key Financial and Operating Metrics

We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA

Margin to assess our performance, make strategic and offering decisions and build our financial projections. The number of

Monthly Active Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our

marketing and engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with

consumers.

We exited the second 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 June 30, 2024 and subscribers to our subscription plans as of June 30, 2024.

Monthly Active Consumers

	Three Months Ended
(in millions)	June 30, 2024		March 31, 2024		December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023
Monthly Active Consumers	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)	June 30, 2024		March 31, 2024		December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023
Subscription plans	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

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 and revenue, the most directly comparable financial

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

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income margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA

Margin:

	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2024		2023		2024		2023
Net income	$6,694		$58,786		$5,685		$55,496
Adjusted to exclude the following:
Interest income	(6,334)		(7,814)		(13,889)		(15,048)
Interest expense	14,566		14,054		29,209		27,187
Income tax expense (benefit)	4,952		(46,718)		6,254		(39,832)
Depreciation and amortization	16,965		16,097		32,907		31,036
Other expense	—		—		—		1,808
Financing related expenses (1)	392		—		832		—
Acquisition related expenses (2)	174		385		348		1,441
Restructuring related expenses (3)	566		—		441		—
Legal settlement expenses (4)	—		—		13,000		—
Stock-based compensation expense	26,590		17,897		51,686		43,396
Payroll tax expense related to stock-based compensation	847		405		1,726		845
Loss on operating lease assets (5)	—		374		—		374
Adjusted EBITDA	$65,412		$53,466		$128,199		$106,703
Revenue and Adjusted Revenue (6)	$200,610		$189,677		$398,490		$373,663
Net income margin	3.3%		31.0%		1.4%		14.9%
Adjusted EBITDA Margin	32.6%		28.2%		32.2%		28.6%

_____________________________________________________

(1)Financing related expenses include third party fees related to proposed financings.

(2)Acquisition related expenses principally include costs for actual or planned acquisitions including related third-party

fees, legal, consulting and other expenditures, and as applicable, severance costs and retention bonuses to

employees related to acquisitions and change in fair value of contingent consideration. From time to time,

acquisition related expenses may also include similar transaction related costs for business dispositions.

(3)Restructuring related expenses include employee severance and other personnel related costs and losses on office

lease terminations in connection with various workforce optimization and organizational changes to better align with

our strategic goals and future scale.

(4)Legal settlement expenses consist of periodic settlement costs for significant and unusual litigation matters. We

believe these costs do not represent recurring expenses arising in the ordinary course of business that are

indicative of our overall operating performance.

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

office spaces.

(6)Revenue was equal to Adjusted Revenue as there was no client contract termination cost associated with

restructuring related activities in the periods presented.

Components of our Results of Operations

For a description of the components of our results of operations, refer to Note 2 to our audited consolidated financial

statements included in our 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 June 30, 2024 Compared to Three Months Ended June 30, 2023

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

(dollars in thousands)	Three Months Ended June 30, 2024		% of Total Revenue		Three Months Ended June 30, 2023		% of Total Revenue		Change ($)		Change (%)
Revenue:
Prescription transactions revenue	$146,748		73%		$136,540		72%		$10,208		7%
Subscription revenue	21,953		11%		23,878		13%		(1,925)		(8%)
Pharma manufacturer solutions revenue	26,504		13%		24,330		13%		2,174		9%
Other revenue	5,405		3%		4,929		3%		476		10%
Total revenue	200,610				189,677
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below	11,870		6%		16,339		9%		(4,469)		(27%)
Product development and technology	30,854		15%		31,285		16%		(431)		(1%)
Sales and marketing	93,454		47%		77,440		41%		16,014		21%
General and administrative	27,589		14%		30,208		16%		(2,619)		(9%)
Depreciation and amortization	16,965		8%		16,097		8%		868		5%
Total costs and operating expenses	180,732				171,369
Operating income	19,878				18,308
Other expense, net:
Interest income	6,334		3%		7,814		4%		(1,480)		(19%)
Interest expense	(14,566)		7%		(14,054)		7%		(512)		4%
Total other expense, net	(8,232)				(6,240)
Income before income taxes	11,646				12,068
Income tax (expense) benefit	(4,952)		2%		46,718		25%		(51,670)		(111%)
Net income	$6,694				$58,786

Revenue

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

Prescription transactions revenue increased $10.2 million, or 7%, year-over-year, primarily as a result of an 8% 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 expect 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.

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 696 thousand subscription plans as of June 30, 2024 compared

to 969 thousand as of June 30, 2023. 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 $2.2 million, or 9%, year-over-year, primarily driven by organic

growth as we continued to expand our market penetration with pharma manufacturers and other customers, partially offset

by a $2.7 million decrease in revenue contribution from vitaCare Prescription Services, Inc. ("vitaCare"), a solution we de-

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

expect pharma manufacturer solutions to continue to grow as a percentage of total revenue in the near to medium term as

we continue to scale and expand available services, capabilities and platforms of our pharma manufacturer solutions

offering.

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Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue decreased $4.5 million, or 27%, year-over-year, primarily driven by a $4.1 million decrease in

outsourced and in-house personnel and other costs related to consumer support and a $1.7 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 $1.0 million increase in

processing fees.

Product development and technology

Product development and technology expenses decreased $0.4 million, or 1%, year-over-year, primarily driven by a

$2.3 million decrease in payroll and related costs largely due to higher capitalization of certain qualified costs related to the

development of internal-use software and lower average headcount. The impact of this driver was partially offset by a $1.4

million increase in third-party services and contractors associated with product development and allocated overhead.

Sales and marketing

Sales and marketing expenses increased $16.0 million, or 21%, year-over-year, primarily driven by a $14.5 million

increase in payroll and related costs, principally from higher stock-based compensation expense due to a reversal

recognized in the second quarter of 2023 of previously recognized stock-based compensation expense 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 $4.8 million increase in advertising expenses and a $2.5 million increase in

third-party marketing expenses. The impact from these drivers was partially offset by a $6.6 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. 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 $2.6 million, or 9%, year-over-year, primarily driven by a $4.2 million

decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020, partially offset by a

$1.0 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 increased $0.9 million, or 5%, year-over-year, primarily driven by higher

amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction

of new products and features. The impact from this driver was partially offset by lower amortization related to acquired

intangible assets as certain intangible assets were fully amortized in 2023 in connection with the restructuring of our pharma

manufacturer solutions offering in the second half of 2023.

Interest Income

Interest income decreased by $1.5 million year-over-year, primarily due to lower average balance of cash equivalents

held in U.S. treasury securities money market funds, partially offset by higher interest rates.

Interest Expense

Interest expense increased by $0.5 million, or 4%, year-over-year, primarily due to higher interest rates, partially offset

by lower average debt balances.

Income Taxes

For the three months ended June 30, 2024, we had income tax expense of $5.0 million compared to an income tax

benefit of $46.7 million for the three months ended June 30, 2023 and an effective income tax rate of 42.5% and (387.1%),

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 our tax effects from non-deductible officers’ stock-based compensation expense and our equity

awards. For information regarding our valuation allowance analysis in 2023, see Part II, Item 7, "Management’s Discussion

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and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Income Taxes

—Valuation of Deferred Tax Assets" included in our 2023 10-K.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

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

(dollars in thousands)	Six Months Ended June 30, 2024		% of Total Revenue		Six Months Ended June 30, 2023		% of Total Revenue		Change ($)		Change (%)
Revenue:
Prescription transactions revenue	$292,143		73%		$271,447		73%		$20,696		8%
Subscription revenue	44,554		11%		48,021		13%		(3,467)		(7%)
Pharma manufacturer solutions revenue	51,013		13%		44,765		12%		6,248		14%
Other revenue	10,780		3%		9,430		3%		1,350		14%
Total revenue	398,490				373,663
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below	24,338		6%		33,034		9%		(8,696)		(26%)
Product development and technology	61,871		16%		64,193		17%		(2,322)		(4%)
Sales and marketing	183,418		46%		155,962		42%		27,456		18%
General and administrative	68,697		17%		59,827		16%		8,870		15%
Depreciation and amortization	32,907		8%		31,036		8%		1,871		6%
Total costs and operating expenses	371,231				344,052
Operating income	27,259				29,611
Other expense, net:
Other expense	—		0%		(1,808)		0%		1,808		n/m
Interest income	13,889		3%		15,048		4%		(1,159)		(8%)
Interest expense	(29,209)		7%		(27,187)		7%		(2,022)		7%
Total other expense, net	(15,320)				(13,947)
Income before income taxes	11,939				15,664
Income tax (expense) benefit	(6,254)		2%		39,832		11%		(46,086)		(116%)
Net income	$5,685				$55,496

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 June 30, 2024 compared to 

the same period of 2023.

For prescription transactions revenue, our Monthly Active Consumers increased 9% on a year-to-date basis compared

to the same period of 2023.

For pharma manufacturer solutions revenue, revenue contribution by vitaCare decreased $5.1 million on a year-to-date

basis compared to the same period of 2023 as the solution was de-prioritized in the second half of 2023. For expected

revenue trends, see our discussion and analysis above for the three months ended June 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 $8.7 million, or 26%, year-over-year, primarily driven by a $7.9 million decrease in

outsourced and in-house personnel and other costs related to consumer support and a $3.8 million decrease in allocated

overhead, both due to lower average headcount principally as a result of the restructuring of our pharma manufacturer

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solutions offering in the second half of 2023. The impact from these drivers was partially offset by a $2.1 million increase in

processing fees.

Product development and technology

Product development and technology expenses decreased $2.3 million, or 4%, year-over-year, primarily driven by a

$5.3 million decrease in payroll and related costs largely due to higher capitalization of certain qualified costs related to the

development of internal-use software and lower average headcount. The impact of this driver was partially offset by a $2.2

million increase in third-party services and contractors associated with product development and allocated overhead.

Sales and marketing

Sales and marketing expenses increased $27.5 million, or 18%, year-over-year, primarily driven by a $21.8 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 $14.9 million increase in advertising expenses and a $5.2

million increase in third-party marketing expenses. The impact from these drivers was partially offset by a $16.3 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.

General and administrative

General and administrative expenses increased $8.9 million, or 15%, year-over-year, primarily driven by a net

$13.0 million estimated legal settlement loss recognized in the first quarter of 2024 with respect to an ongoing litigation (see

Note 7 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) and a

$4.3 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. The impact from these drivers was partially offset by a $8.7

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

Depreciation and amortization

Depreciation and amortization expenses increased $1.9 million, or 6%, year-over-year, primarily driven by higher

amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction

of new products and features. The impact from this driver was partially offset by lower amortization related to acquired

intangible assets as certain intangible assets were fully amortized in 2023 in connection with the restructuring of our pharma

manufacturer solutions offering in the second half of 2023.

Other Expense

Other expense decreased by $1.8 million year-over-year, due to impairment losses on one of our minority equity interest

investments recognized in the first quarter of 2023.

Interest Income

Interest income decreased by $1.2 million year-over-year, primarily due to lower average balance of cash equivalents

held in U.S. treasury securities money market funds, partially offset by higher interest rates.

Interest Expense

Interest expense increased by $2.0 million, or 7%, year-over-year, primarily due to higher interest rates, partially offset

by lower average debt balances.

Income Taxes

For the six months ended June 30, 2024, we had an income tax expense of $6.3 million compared to a $39.8 million

income tax benefit for the six months ended June 30, 2023 and an effective income tax rate of 52.4% and (254.3%),

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 our tax effects from non-deductible officers’ stock-based compensation expense and our equity

awards.

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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 June 30,

2024, we had cash and cash equivalents of $524.9 million and $91.7 million available under our revolving credit facility.

As of June 30, 2024, there were no material changes to our primary short-term and long-term requirements for liquidity

and capital or to our contractual commitments as disclosed in Part II, Item 7, "Management's Discussion and Analysis of

Financial Condition and Results of Operations" of our 2023 10-K.

In July 2024, we amended our First Lien Credit Agreement to, among other things, establish a new $500.0 million term

loan with an original issue discount at 99.0% of the principal amount thereof. This new term loan requires quarterly principal

payments of $1.3 million, with the first payment payable at the end of March 2025, and any remaining principal balance due

upon maturity on July 10, 2029. Concurrent with the closing of the amendment, we repaid outstanding principal and accrued

interest under our then-existing term loan in full as well as all premiums, fees and expenses in connection with the

transactions using all of the proceeds from the new term loan and $167.2 million of cash on hand. For additional information,

see Note 6 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

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 June 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.

Cash Flows

	Six Months Ended June 30,
(in thousands)	2024		2023
Net cash provided by operating activities	$52,287		$62,154
Net cash used in investing activities	(37,844)		(29,247)
Net cash used in financing activities	(161,836)		(28,084)
Net change in cash and cash equivalents	$(147,393)		$4,823

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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 $9.9 million year-over-year decrease in net cash provided by operations was due to a $49.8 million

decrease in net income, offset by an increase of $70.8 million in non-cash adjustments. This net increase in net income after

adjusting for non-cash items was offset by a $30.9 million net increase in cash outflow from changes in operating assets and

liabilities. The changes in non-cash adjustments were primarily driven by changes in deferred income tax as a result of the

discrete tax benefit recognized related to the release of our valuation allowance in the second quarter of 2023 and an

increase in stock-based compensation. 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

$8.6 million year-over-year increase in net cash used in investing activities was primarily driven by a $8.4 million increase in

cash paid for software development.

Net cash used in financing activities

Net cash used in financing activities primarily consist of payments related to our debt arrangements, repurchases of our

Class A common stock, and net share settlement of equity awards, partially offset by proceeds from exercise of stock

options and our employee stock purchase plan. The $133.8 million year-over-year increase in net cash used in financing

activities was primarily driven by a $134.8 million increase in payments for repurchases of our Class A common stock and a

$7.9 million increase in employee taxes paid related to net share settlement of equity awards, partially offset by a $10.5

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 June 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 June 30, 2024, our disclosure controls and procedures

were effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) during the three months ended June 30, 2024 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

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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-

K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Use of Proceeds

On September 25, 2020, we completed our IPO. All shares sold were registered pursuant to a registration statement on

Form S-1 (File No. 333-248465), as amended (the “Registration Statement”), declared effective by the SEC on September

22, 2020.

There have been no material changes in the expected use of the net proceeds from our IPO as described in our

Registration Statement. As of June 30, 2024, we estimated we had used approximately $426.4 million of the net proceeds

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

repurchases of our Class A common stock. As of June 30, 2024, we had $460.5 million estimated remaining net proceeds

from our IPO which have been invested in investment grade, interest-bearing instruments.

Issuer Repurchases of Equity Securities

There have been no share repurchases under our stock repurchase program for the three months ended June 30,

2024. 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 stock repurchase program, which was publicly announced on February

29, 2024.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements

During the three months ended June 30, 2024, other than as described below for Trevor Bezdek and Douglas Hirsch,

none of our directors or officers (as defined in Section 16 of the Exchange Act), adopted, modified or terminated any

contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative

defense conditions of Rule 10b5-1(c) of the Exchange Act (a "Rule 10b5-1 Trading Plan") or any "non-Rule 10b5-1 trading

arrangement" (as defined in Item 408(c) of Regulation S-K of the Exchange Act).

On June 7, 2024, Trevor Bezdek, our Chairman and a director, early terminated his existing Rule 10b5-1 Trading Plan

initially adopted on March 3, 2023 and entered into a modified Rule 10b5-1 Trading Plan (the “Modified Bezdek Plan”),

pursuant to which Mr. Bezdek and a grantor retained annuity trust, of which Mr. Bezdek is the sole trustee and annuitant,

may make periodic sales of up to 2,632,721 shares of our Class A common stock plus an undeterminable number of our

Class A common stock underlying 256,595 unvested restricted stock units to be received after giving effect to the number of

shares of Class A common stock surrendered to the Company to cover withholding taxes upon vesting. The Modified

Bezdek Plan will remain in effect until the earlier of (i) June 6, 2025, (ii) the date on which all trades set forth in the Modified

Bezdek Plan have been executed, or (iii) such time as the Modified Bezdek Plan is otherwise terminated according to its

terms.

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On June 7, 2024, Douglas Hirsch, our Chief Mission Officer and a director, early terminated his existing Rule 10b5-1

Trading Plan initially adopted on March 3, 2023 and entered into a modified Rule 10b5-1 Trading Plan (the “Modified Hirsch

Plan”), pursuant to which Mr. Hirsch and a grantor retained annuity trust, of which Mr. Hirsch is the sole trustee and

annuitant, may make periodic sales of up to 2,632,721 shares of our Class A common stock plus an undeterminable number

of our Class A common stock underlying 256,595 unvested restricted stock units to be received after giving effect to the

number of shares of Class A common stock surrendered to the Company to cover withholding taxes upon vesting. The

Modified Hirsch Plan will remain in effect until the earlier of (i) June 6, 2025, (ii) the date on which all trades set forth in the

Modified Hirsch Plan have been executed, or (iii) such time as the Modified Hirsch Plan is otherwise terminated according to

its terms.

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Item 6. Exhibits

Incorporated by Reference

Filed/ Furnished Herewith

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation

8-K

001-39549

3.1

9/28/20

3.2

Amended and Restated Bylaws

8-K

001-39549

3.2

9/28/20

4.1

Form of Certificate of Class A Common Stock

S-1

333-248465

4.1

8/28/20

4.2

Form of Certificate of Class B Common Stock

S-8

333-249069

4.4

9/25/20

10.1

Executive Severance Plan

*

10.2

Non-Employee Director Compensation Program, dated July 8, 2024

*

10.3†

Sixth Amendment to First lien Credit Agreement, dated July 10, 2024

8-K

001-39549

10.1

7/11/24

31.1

Certification of Interim Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)

*

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)

*

32.1

Certification of Interim Chief Executive Officer pursuant to 18 U.S.C. Section 1350

**

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

**

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*

101.SCH

Inline XBRL Taxonomy Extension Schema Document

*

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

*

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

*

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

*

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*

_____________________________________________________

*Filed herewith.

**Furnished herewith.

†The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation

S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the

SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned thereunto duly authorized.

	GOODRX HOLDINGS, INC.
Date: August 8, 2024	By:	/s/ Scott Wagner
		Scott Wagner
		Interim Chief Executive Officer
		(Principal Executive Officer)
Date: August 8, 2024	By:	/s/ Karsten Voermann
		Karsten Voermann
		Chief Financial Officer
		(Principal Financial Officer)
Date: August 8, 2024	By:	/s/ Romin Nabiey
		Romin Nabiey
		Chief Accounting Officer
		(Principal Accounting Officer)

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