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Technology

GoodRx Holdings Inc.

11/07/2024 | Press release | Distributed by Public on 11/07/2024 13:02

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

gdrx-20240930

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________________

FORM 10-Q

________________________________

(Mark One)


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

For the quarterly period ended September 30, 2024


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

For the transition period from ______ to ______.

Commission File Number: 001-39549

________________________________

GoodRx Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________


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

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

(855) 268-2822

(Registrant's telephone number, including area code)

N/A

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

________________________________

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


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

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

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

(2) has been subject to such filing requirements for the past 90 days. Yes xNo o

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

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

registrant was required to submit such files). Yes xNo o

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

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

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


Large accelerated filer	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 oNo x

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

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

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FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

our Annual Report on Form 10-K for the fiscal year ended December 31, 2023("202310-K") and in our other filings with the

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

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

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

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

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

upon these statements.

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

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

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

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

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

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

future events or otherwise.

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

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

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

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

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

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

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

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)	September 30, 2024	December 31, 2023
Assets
Current assets
Cash and cash equivalents	$423,777	$672,296
Accounts receivable, net	130,803	143,608
Prepaid expenses and other current assets	72,220	56,886
Total current assets	626,800	872,790
Property and equipment, net	13,625	15,932
Goodwill	410,769	410,769
Intangible assets, net	54,061	60,898
Capitalized software, net	119,898	95,439
Operating lease right-of-use assets, net	28,842	29,929
Deferred tax assets, net	65,910	65,268
Other assets	34,941	37,775
Total assets	$1,354,846	$1,588,800
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$12,391	$36,266
Accrued expenses and other current liabilities	92,677	71,329
Current portion of debt	3,750	8,787
Operating lease liabilities, current	5,543	6,177
Total current liabilities	114,361	122,559
Debt, net	487,593	647,703
Operating lease liabilities, net of current portion	47,681	48,403
Other liabilities	8,777	8,177
Total liabilities	658,412	826,842
Commitments and contingencies (Note 7)
Stockholders' equity
Preferred stock, $0.0001par value; 50,000shares authorized and zeroshares issued and outstanding at September 30, 2024and December 31, 2023	-	-
Common stock, $0.0001par value; Class A: 2,000,000shares authorized, 103,927and 92,355shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively; and Class B: 1,000,000shares authorized, 276,869and 301,732shares issued and outstanding at September 30, 2024and December 31, 2023	38	40
Additional paid-in capital	2,144,149	2,219,321
Accumulated deficit	(1,447,753)	(1,457,403)
Total stockholders' equity	696,434	761,958
Total liabilities and stockholders' equity	$1,354,846	$1,588,800

See accompanying notes to condensed consolidated financial statements.

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GoodRx Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


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

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

See accompanying notes to condensed consolidated financial statements.

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GoodRx Holdings, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)


Class A and Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity
(in thousands)	Shares	Amount
Balance at December 31, 2023	394,087	$40	$2,219,321	$(1,457,403)	$761,958
Stock options exercised	604	-	2,666	-	2,666
Stock-based compensation	-	-	28,891	-	28,891
Vesting and settlement of restricted stock units	2,535	-	-	-	-
Common stock withheld related to net share settlement	(954)	-	(6,623)	-	(6,623)
Repurchases of Class A common stock (1)	(21,329)	(2)	(154,812)	-	(154,814)
Net loss	-	-	-	(1,009)	(1,009)
Balance at March 31, 2024	374,943	$38	$2,089,443	$(1,458,412)	$631,069
Stock options exercised	1,454	-	8,947	-	8,947
Stock-based compensation	-	-	30,885	-	30,885
Vesting and settlement of restricted stock units	3,262	-	-	-	-
Common stock withheld related to net share settlement	(1,231)	-	(9,343)	-	(9,343)
Repurchases of Class A common stock	-	-	290	-	290
Issuance of common stock through employee stock purchase plan	179	-	857	-	857
Net income	-	-	-	6,694	6,694
Balance at June 30, 2024	378,607	$38	$2,121,079	$(1,451,718)	$669,399
Stock options exercised	1,106	-	6,679	-	6,679
Stock-based compensation	-	-	30,604	-	30,604
Vesting and settlement of restricted stock units	3,026	-	-	-	-
Common stock withheld related to net share settlement	(1,187)	-	(8,959)	-	(8,959)
Repurchases of Class A common stock	(756)	-	(5,254)	-	(5,254)
Net income	-	-	-	3,965	3,965
Balance at September 30, 2024	380,796	$38	$2,144,149	$(1,447,753)	$696,434

See accompanying notes to condensed consolidated financial statements.

_____________________________________________________

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

repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class

A common stock upon such repurchase) for an aggregate consideration of $151.4 million. See "Note 9.

Stockholders' Equity" for additional information.

Table of Contents

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
Stock options exercised	1,138	-	3,118	-	3,118
Stock-based compensation	-	-	36,346	-	36,346
Vesting and settlement of restricted stock units	2,749	-	-	-	-
Common stock withheld related to net share settlement	(1,059)	-	(7,355)	-	(7,355)
Repurchases of Class A common stock	(1,138)	-	(7,712)	-	(7,712)
Net loss	-	-	-	(38,495)	(38,495)
Balance at September 30, 2023	398,362	$40	$2,312,767	$(1,431,534)	$881,273

See accompanying notes to condensed consolidated financial statements.

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GoodRx Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
(in thousands)	2024	2023
Cash flows from operating activities
Net income	$9,650	$17,001
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	50,442	64,060
Loss on extinguishment of debt	2,077	-
Amortization of debt issuance costs	2,076	2,539
Non-cash operating lease expense	2,981	3,022
Stock-based compensation expense	78,067	76,042
Deferred income taxes	(642)	(57,989)
Loss on operating lease assets	-	374
Loss on disposal of capitalized software	-	7,615
Loss on minority equity interest investment	-	4,008
Changes in operating assets and liabilities
Accounts receivable	12,805	(4,005)
Prepaid expenses and other assets	(12,268)	(29,867)
Accounts payable	(23,167)	14,515
Accrued expenses and other current liabilities	19,778	26,071
Operating lease liabilities	(3,250)	(1,460)
Other liabilities	600	498
Net cash provided by operating activities	139,149	122,424
Cash flows from investing activities
Purchase of property and equipment	(1,078)	(634)
Capitalized software	(52,625)	(42,260)
Net cash used in investing activities	(53,703)	(42,894)
Cash flows from financing activities
Proceeds from long-term debt	472,033	-
Payments on long-term debt	(639,038)	(5,272)
Payments of debt issuance costs	(2,673)	-
Repurchases of Class A common stock (1)	(158,657)	(26,149)
Proceeds from exercise of stock options	18,435	4,385
Employee taxes paid related to net share settlement of equity awards	(24,922)	(15,403)
Proceeds from employee stock purchase plan	857	649
Net cash used in financing activities	(333,965)	(41,790)
Net change in cash and cash equivalents	(248,519)	37,740
Cash and cash equivalents
Beginning of period	672,296	757,165
End of period	$423,777	$794,905
Supplemental disclosure of cash flow information
Non cash investing and financing activities:
Stock-based compensation included in capitalized software	$12,313	$9,921
Capitalized software included in accounts payable and accrued expenses and other current liabilities	7,515	5,789
Capitalized software transferred from prepaid assets	-	5,751

See accompanying notes to condensed consolidated financial statements.

_____________________________________________________

(1)Repurchases of Class A common stock for the nine months ended September 30, 2024include 20.9 millionshares

repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class

A common stock upon such repurchase) for an aggregate consideration of $151.4 million. See "Note 9.

Stockholders' Equity" for additional information.

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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 2015and has no material assets or standalone operations other

than its ownership in its consolidated subsidiaries. GoodRx, Inc. ("GoodRx"), a Delaware corporation initially formed in

September 2011, is a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned

subsidiary of GoodRx Holdings, Inc.

GoodRx Holdings, Inc. and its subsidiaries (collectively, "we," "us" or "our") offer information and tools to help

consumers compare prices and save on their prescription drug purchases. We operate a price comparison platform that

provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices

through our codes that can be used to save money on prescriptions across the United States. These services are free to

consumers and we primarily earn revenue from our core business from pharmacy benefit managers ("PBMs") that manage

formularies and prescription transactions including establishing pricing between consumers and pharmacies. We also offer

other healthcare products and services, including pharmaceutical ("pharma") manufacturer solutions, subscriptions and

telehealth services.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with

accounting principles generally accepted in the United States ("GAAP") and applicable rules and regulations of the

Securities and Exchange Commission ("SEC") regarding interim financial information. Certain information and disclosures

normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed

or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited

consolidated financial statements for the year ended December 31, 2023and the related notes, which are included in our

Annual Report on Form 10-K filed with the SEC on February 29, 2024 ("202310-K"). The December 31, 2023condensed

consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed

consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring

items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the

three and nine months ended September 30, 2024are not necessarily indicative of the results expected for the full year

ending December 31, 2024.

There have been no material changes in significant accounting policies during the three and nine months ended

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

consolidated financial statements included in our 202310-K.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned

subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions

have been eliminated in consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to

make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements,

including the accompanying notes. We base our estimates on historical factors; current circumstances; macroeconomic

events and conditions; and the experience and judgment of our management. We evaluate our estimates and assumptions

on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of

operations reported in future periods.

Certain Risks and Concentrations

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash,

cash equivalents and accounts receivable.

We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally

insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash

are financially sound and, accordingly, minimal credit risk exists with respect to these balances. However, market conditions

can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our

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cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or

at all. We have not experienced any losses in such accounts.

We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the

date of purchase to be cash equivalents. Cash equivalents, consisting of U.S. treasury securities money market funds, of

$325.5 millionand $605.5 millionat September 30, 2024and December 31, 2023, respectively, were classified as Level 1 of

the fair value hierarchy and valued using quoted market prices in active markets.

We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual

arrangements and generally do not obtain or require collateral. For the three months ended September 30, 2024, no

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

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

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

revenue. At September 30, 2024and December 31, 2023, nocustomer accounted for more than 10% of our accounts

receivable balance.

Equity Investments

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

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

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

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

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

indicators of a decline in the financial condition of one of our investees, we recognized impairment losses of $2.2 millionand

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

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

ended. We otherwise have not recognized any changes resulting from observable price changes or impairment losses on

our minority equity interest investments during the three and nine months ended September 30, 2024and 2023. Equity

investments included in other assetsonour condensed consolidated balance sheets as of September 30, 2024and

December 31, 2023were $15.0 million.

Recent Accounting Pronouncements

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

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

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

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

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

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

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

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

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

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

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

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

financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax

Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The

amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the

rate reconciliation and income taxes paid information. This ASU applies to all public entities and will be effective for fiscal

years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025. Early

adoption of this ASU is permitted. We are currently evaluating the impact of the adoption of this ASU on our consolidated

financial statement disclosures.

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

Segment Disclosures. The ASU expands public entities' segment disclosures by updating qualitative and quantitative

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

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

ASU applies to all public entities that are required to report segment information in accordance with ASC 280, and is

effective for fiscal years beginning after December 15, 2023 and is effective for interim periods within fiscal years beginning

after December 15, 2024. Early adoption of this ASU is permitted. Weare currently evaluating the impact of the adoption of

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

result in enhanced qualitative disclosures.

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3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


(in thousands)	September 30, 2024	December 31, 2023
Insurance recovery receivable(1)	$14,900	$12,900
Income taxes receivable	13,912	3,537
Reimbursable third-party payments (2)	20,779	15,481
Other prepaid expenses and other current assets (3)	22,629	24,968
Total prepaid expenses and other current assets	$72,220	$56,886

_____________________________________________________

(1)Represents a receivable for the probable recovery related to an incurred loss in connection with certain

contingencies. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. This

determination is based on our analysis of the underlying insurance policies, historical experience with insurers, and

ongoing review of the solvency of insurers, among other factors.

(2)Represents payments we make to third parties on behalf of, and reimbursable from, certain customers.

(3)Other current assets were not materialas of September 30, 2024and December 31, 2023.

4. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


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

_____________________________________________________

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

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

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

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

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

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

respectively, was included as deferred revenue at December 31, 2022.

5. Income Taxes

We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to

income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. Our

estimated annual effective income tax rate is based on our estimated full year income or loss and the related income taxes

for each jurisdiction in which we operate. This rate can be affected by estimates of full year pre-tax income or loss and

permanent differences.

The effective income tax rate for the three months ended September 30, 2024and 2023was 51.1%and 17.4%,

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

155.0%, respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for

the three and nine months ended September 30, 2024and 2023were due to the effects of non-deductible officers' stock-

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

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

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

during the three months ended June 30, 2023.

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6. Debt

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

the "Credit Agreement") provided for(i) a $700.0 millionterm loan maturing on October 10, 2025 ("First Lien Term Loan

Facility"); and (ii) a revolving credit facility for up to $100.0 million(the "Revolving Credit Facility") maturing on July 11, 2025.

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

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

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

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

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

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

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

all of the proceeds from the 2024 Term Loan Facility (after giving effect toa $22.8 millioncashless rollbycontinuing lenders)

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

assets and 100%of the equity interest of GoodRx.

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

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

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

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

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

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

mandatory prepayments of the 2024 Term Loan Facility.

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

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

related to the 2024 Term Loan Facilitywas $4.7 million,of which $2.7 millionwere expensed as incurred as other expensein

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

remainingthird-party transaction costs along with a $5.0 millionoriginal issue discount were presented as a reduction of

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

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

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

was 9.04%and 8.33%, respectively.

We had noborrowings against the Revolving Credit Facility as of September 30, 2024and December 31, 2023.

We had outstanding letters of credit issued against the Revolving Credit Facility for $8.3 millionand $9.2 millionas of

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

Credit Facility.

Our debt balance is as follows:


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

The estimated fair value of our debt approximated its carrying value as of September 30, 2024and December 31, 2023,

based on inputs categorized as Level 2 in the fair value hierarchy.

Under the Credit Agreement, we are subject to a financial covenant requiring maintenance of a First Lien Net Leverage

Ratio (as defined in the Credit Agreement) not to exceed 8.2to 1.0only in the event that the amounts outstanding under the

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

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

7. Commitments and Contingencies

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

contingencies as disclosed in the notes to our consolidated financial statements included in our 202310-K.

BetweenFebruary 2, 2023, and March 30, 2023, fiveindividual plaintiffs filed fiveseparate putative class actions

lawsuits against Google, Meta, Criteo and us, alleging generally that we have not adequately protected consumer privacy

and that we communicated consumer information to third parties, including the threeco-defendants. Fourof the plaintiffs

allege common law intrusion upon seclusion and unjust enrichment claims, as well as claims under California's

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Confidentiality of Medical Information Act, Invasion of Privacy Act, Consumer Legal Remedies Act, and Unfair Competition

Law. Oneof these fourplaintiffs additionally brings a claim under the Electronic Communications Privacy Act. The fifth

plaintiff brings claims for common-law unjust enrichment and violations of New York's General Business Law. Four of these

cases were originally filed in the United States District Court for the Northern District of California ("NDCA) (Cases No. 3:23-

cv-00501; 3:23-cv-00744; 3:23-cv-00940; and 4:23-cv-01293). One case was originally filed in the United States District

Court for the Southern District of New York (Case No. 1:23-cv-00943); however, that case was voluntarily dismissed and re-

filed in the NDCA (Case No. 3:23-cv-01508). These fivematters have been consolidated and assigned to U.S. District Judge

Araceli Martínez-Olguín in the NDCA. The court also set a briefing schedule for filing a single consolidated complaint, which

the plaintiffs filed on May 21, 2023 (Case No. 3:23-cv-00501-AMO; the "NDCA Class Action Matter"), as well as motions to

dismiss and motions to compel arbitration. In addition to the aforementioned claims, the plaintiffs in the now consolidated

matter bring claims under the Illinois Consumer Fraud and Deceptive Business Practices Act, common law negligence and

negligence per se, in each case, pleaded in the alternative. The plaintiffs are seeking various forms of monetary damages

(such as statutory damages, compensatory damages, attorneys' fees and disgorgement of profits) as well as injunctive

relief. Briefing on the motions to dismiss and motions to compel arbitration was completed on August 24, 2023.

On October 27, 2023, sixplaintiffs filed a class action complaint (Case No. 1:23-cv-24127-BB; the "SDFL Class Action

Matter") against us in the United States District Court for the Southern District of Florida ("SDFL"). The plaintiffs alleged, on

behalf of the same nationwide class as the NDCA Class Action Matter, substantially the same statutory and common law

violation claims as alleged in that matter as well as claims based on the federal Electronic Communications Privacy Act,

invasion of privacy under California common law and the California constitution, invasion of privacy under New Jersey's

Constitution, and violations of Pennsylvania's Wiretapping and Electronic Surveillance Control Act, Florida's Security of

Communications Act, New York's Civil Rights Law and Stop Hack and Improve Electronic Data Security Act. The plaintiffs in

the SDFL Class Action Matter seek various forms of monetary damages as well as injunctive and other unspecified equitable

relief.

On October 27, 2023, we entered into a proposed settlement agreement with the plaintiffs in the SDFL Class Action

Matter, on behalf of a nationwide settlement class that includes the NDCA Class Action Matter, which provides for a payment

of $13.0 millionby us. On October 30, 2023, the plaintiffs in the SDFL Class Action Matter filed a motion and memorandum

in support of preliminary approval of the proposed class action settlement and, on October 31, 2023, the SDFL granted

preliminary approval of the proposed settlement. The proposed settlement is subject to final approval of the court. Members

of the class have the opportunity to opt-out of the class and commence their own actions.

In response to the proposed settlement in the SDFL Class Action Matter, plaintiffs in the NDCA Class Action Matter filed

(i) on November 1, 2023, a motion in the NDCA for an order to require us to cease litigation of, or alternatively file a motion

to stay in, the SDFL Class Action Matter and enjoin us from seeking settlement with counsel other than plaintiffs' counsel in

the NDCA Class Action Matter; and (ii) on November 2, 2023, a motion in the SDFL for that court to allow them to intervene

and appear in the SDFL action, transfer the SDFL Class Action Matter to the NDCA and reconsider and deny its preliminary

approval of the proposed settlement. The SDFL has issued an order requiring the SDFL plaintiffs to, among other things, file

a response to the NDCA plaintiffs' motion to intervene. Additionally, U.S. District Judge Araceli Martínez-Olguín in the NDCA

issued an order for us to show cause as to why we should not be sanctioned for an alleged failure to provide notification to

the NDCA of the pendency of the SDFL Class Action Matter. We filed our written response to this order on November 8,

2023. The NDCA held a hearing on November 14, 2023, and ordered parties to the litigation to participate in mediation. The

parties participated in mediation on January 10, 2024, and have agreed to participate in an additional day of mediation,

which occurred on March 7, 2024. Negotiations between the parties remain ongoing.

Based on the proposed settlement agreement, we determined that an estimated $13.0 millionloss was probable and

accrued $12.5 millionas of December 31, 2023,net of an initial $0.5 millionpayment to a third-party qualified settlement

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

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

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

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

September 30, 2024. While this amount represents our best judgment of the probable loss based on the information

currently available to us, it is subject to significant judgments and estimates and numerous factors beyond our control,

including, without limitation, final approval of the court or the results of mediation. In addition, while it is reasonably possible

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

loss, or a range of loss, is not reasonably estimable. The results of legal proceedings are inherently uncertain, and upon final

resolution of these matters, it is reasonably possible that the actual loss may differ from our estimate.

On April 22, 2024, Lisa Marie Barsuli, individually and on behalf of all others similarly situated, filed a class action

lawsuit against us and certain of our executive officers in the United States District Court for the Central District of California

(Case No. 2:24-cv-3282). The plaintiffs seek compensatory damages and equitable relief as well as interest, fees and costs.

The complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder,

and asserts that we and certain of our executive officers failed to disclose to investors the risk relating to a grocery chain

taking actions that impacted acceptance of our discounted pricing for a subset of prescription drugs from PBMs, whose

pricing we promote on our platform (the "grocer issue"), which occurred late in the first quarter of 2022. As alleged in the

complaint, when we disclosed the occurrence of the grocer issue, our stock price fell, causing investor losses.On July 25,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

estimate a loss or range of loss in these matters.

These pending proceedings involve complex questions of fact and law and may require the expenditure of significant

funds and the diversion of other resources to defend. In addition, during the normal course of business, we may become

subject to, and are presently involved in, legal proceedings, claims and litigation. Such matters are subject to many

uncertainties and outcomes are not predictable with assurance. We have not accrued for a loss for any other matters as a

loss is not probable and a loss, or a range of loss, is not reasonably estimable. Accruals for loss contingencies are

recognized when a loss is probable, and the amount of such loss can be reasonably estimated. See "Note 4. Accrued

Expenses and Other Current Liabilities." Loss recoveries are recognized when a loss has been incurred and the recovery is

probable. See "Note 3. Prepaid Expenses and Other Current Assets."

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

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

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

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

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

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

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

oppositions were filed, which were consolidated by the DSC on April 12, 2024. On September 11, 2024, the DSC entered an

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

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

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

execution of GoodRx's judgment. We can not make any assurance as to the outcome of the Arbitration Award and when the

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

period in which the Arbitration Award is realized or realizable, pursuant to ASC 450, Contingencies.

8. Revenue

For the three and nine months ended September 30, 2024and 2023, revenue comprised the following:


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

9. Stockholders' Equity

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

$250.0 millionof our Class A common stock through February 23, 2024. On February 27, 2024, our Board approved a new

stock repurchase program which authorized the repurchase of up to an aggregate of $450.0 millionof our Class A common

stock with no expiration date. Repurchases under these repurchase programs may be made in the open market, in privately

negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion,

depending on market conditions and corporate needs, or under a trading plan intended to satisfy the affirmative defense

conditions of Rule 10b5-1(c)(1) under the Exchange Act. These repurchase programs do not obligate us to acquire any

particular amount of Class A common stock and may be modified, suspended or terminated at any time at the discretion of

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

September 30, 2024, we had $290.2 millionavailable for future repurchases of our Class A common stock under the new

stock repurchase program.

On March 6, 2024, we entered into twoStock Purchase Agreements with related parties, one with Spectrum Equity VII,

L.P., Spectrum VII Investment Managers' Fund, L.P., and Spectrum VII Co-Investment Fund, L.P. (collectively, "Spectrum"),

and one with Francisco Partners IV, L.P. and Francisco Partners IV-A (collectively, "Francisco Partners"), pursuant to which

we agreed to repurchase 6.2 millionand 14.6 millionshares of our Class A common stock (after giving effect to the

automatic conversion of our Class B common stock to Class A common stock upon such repurchase) from Spectrum and

Francisco Partners, respectively, for an aggregate repurchase of 20.9 millionshares of our Class A common stock at a price

of $7.19per share, in each case representing a discount from our closing share price of $7.57on the date of the execution

of the Stock Purchase Agreements (the "Spectrum and Francisco Partners Repurchase"). The repurchase was approved by

our Board and its Audit and Risk Committee(formerly Audit Committee) as part of the $450.0 millionrepurchase program

approved in February 2024. The Spectrum and Francisco Partners Repurchase closed on March 11, 2024 for an aggregate

consideration of $151.4 million, inclusive of direct costs and estimated excise taxes associated with the repurchases.

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


Three Months Ended September 30,	Nine Months Ended September 30,
(in thousands)	2024	2023	2024	2023
Number of shares repurchased	756	1,138	22,085	4,371
Cost of shares repurchased	$5,254	$7,712	$159,778	$26,149

10. Basic and Diluted Earnings (Loss) Per Share

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

follows:


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

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

per sharefor the periods presented because including them would have been antidilutive:


	Three Months Ended September 30,	Nine Months Ended September 30,
(in thousands)	2024	2023	2024	2023
Stock options and restricted stock units	12,767	52,965	16,905	27,808

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with

our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report

on Form 10-Q, as well as Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of

Operations" and Part II, Item 8, "Financial Statements and Supplementary Data" included in our Annual Report on Form 10-

K for the fiscal year ended December 31, 2023filed with the Securities and Exchange Commission ("SEC") on February 29,

2024 ("202310-K"). This discussion contains forward-looking statements based upon current plans, expectations and beliefs

involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking

statements as a result of various factors, including those set forth in the "Risk Factors" section of our 202310-K and other

factors set forth in other parts of this Quarterly Report on Form 10-Q and our filings with the SEC.

Glossary of Selected Terminology

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:

•"we," "us," "our," the "Company," "GoodRx," and similar references refer to GoodRx Holdings, Inc. and its

consolidated subsidiaries.

•"Co-Founders" refers to Trevor Bezdek, our Chairman and a director of the Company, and Douglas Hirsch, a

director of the Company.

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

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

have used one or more of our offerings.

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

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

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

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

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

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

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

Savings").

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

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

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

such code is presented at their chosen pharmacy.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

quarter following the acquisition.

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

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

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

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

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

insurance.

•"pharma" is an abbreviation for pharmaceutical.

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

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

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

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a list price on our platform when such list price is lower than the negotiated price available using a GoodRx

code and, in certain circumstances, a consumer may use a GoodRx code and pay the list price at a pharmacy

if such list price is lower than the negotiated price available using a GoodRx code. We do not earn revenue

from such transactions, but our savings calculation includes an estimate of the savings achieved by the

consumer because our platform has directed the consumer to the pharmacy with the low list price. This

estimate of savings when the consumer pays the list price is based on internal data and is calculated as the

difference between the average list price across all pharmacies where GoodRx consumers paid the list price

and the average list price paid by consumers in the pharmacies to which we directed them. We do not

calculate savings based on insurance prices as we do not have information about a consumer's specific

coverage or price. We do not believe savings are representative or indicative of our revenue or results of

operations.

•"subscribers" and similar references refers to our consumers that are subscribed to either of our subscription

offerings, Gold or Kroger Savings. References to subscription plans as of a particular date represents an active

subscription to either one of our aforementioned subscription offerings as of the specified date. Each

subscription plan may represent more than one subscriber since family subscription plans may include multiple

members.

Certain monetary amounts, percentages, and other figures included in this Quarterly Report on Form 10-Q have been

subject to rounding adjustments. Percentage amounts included in this Quarterly Report on Form 10-Q have not in all cases

been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason,

percentage amounts in this Quarterly Report on Form 10-Q may vary from those obtained by performing the same

calculations using the figures in our condensed consolidated financial statements included elsewhere in this Quarterly

Report on Form 10-Q. Certain other amounts that appear in this Quarterly Report on Form 10-Q may not sum due to

rounding.

Overview

Our mission is to help Americans get the healthcare they need at a price they can afford. To achieve this, we are

building the leading consumer-focused digital healthcare platform in the United States. We believe our financial results

reflect the significant market demand for our offerings and the value that we provide to the broader healthcare ecosystem.

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

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

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

•Net incomeand net income marginwere $4.0 millionand 2.0%, respectively, compared to net lossand net

loss marginof $38.5 millionand 21.4%, respectively; and

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

millionand 28.1%, respectively.

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

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

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

•Net incomeand net income marginwere $9.7 millionand 1.6%, respectively, compared to $17.0 millionand

3.1%, respectively; and

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

$160.2 millionand 28.4%, respectively.

Revenue, net income (loss)and net income (loss)marginare financial measures prepared in conformity with

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

EBITDA Margin are non-GAAP financial measures. For a reconciliation and presentation of Adjusted Revenue, Adjusted

EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measures, information about why we

consider Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin useful and a discussion of the material risks

and limitations of these measures, please see "Key Financial and Operating Metrics-Non-GAAP Financial Measures"

below.

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

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

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

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

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

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

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

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

Key Financial and Operating Metrics

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

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

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

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

consumers.

We exited the thirdquarter of 2024with over 7 millionprescription-related consumers that used GoodRx across our

prescription transactions and subscription offerings. Our prescription-related consumers represent the sum of Monthly Active

Consumers for the three months ended September 30, 2024and subscribers to our subscription plans as of September 30,

2024.

Monthly Active Consumers

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

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

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

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

Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our 202310-


	Three Months Ended
(in millions)	September 30, 2024	June 30, 2024	March 31, 2024	December 31, 2023	September 30, 2023	June 30, 2023	March 31, 2023
Monthly Active Consumers	6.5	6.6	6.7	6.4	6.1	6.1	6.1

Subscription Plans

Subscription plans have been impacted by a sequential decline in our subscription plans for Kroger Savings as a result

of reduced marketing spend in relation to that offering, which sunset in July 2024.


	As of
(in thousands)	September 30, 2024	June 30, 2024	March 31, 2024	December 31, 2023	September 30, 2023	June 30, 2023	March 31, 2023
Subscription plans	701	696	778	884	930	969	1,007

Non-GAAP Financial Measures

Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial

performance and are also used for internal planning and forecasting purposes. We believe Adjusted Revenue, Adjusted

EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts and other interested parties because they can assist

in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition,

these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.

We define Adjusted Revenue for a particular period as revenue excluding client contract termination costs associated

with restructuring related activities. We exclude these costs from revenue because we believe they are not indicative of past

or future underlying performance of the business.

We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and

amortization, and as further adjusted, as applicable, for acquisition related expenses, stock-based compensation expense,

payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss

on operating lease assets, restructuring related expenses, legal settlement expenses, charitable stock donation, gain on

sale of business and other income or expense, net. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage

of Adjusted Revenue.

Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are

presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to

financial information presented in accordance with GAAP. These measures have certain limitations in that they do not

include the impact of certain costs that are reflected in our condensed consolidated statements of operations that are

necessary to run our business. Other companies, including other companies in our industry, may not use these measures or

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

as comparative measures.

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

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

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

EBITDA Margin:


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

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

_____________________________________________________

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

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

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

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

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

(3)Restructuring related expenses include costs for various workforce optimization and organizational changes to

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

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

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

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

indicative of our overall operating performance.

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

office spaces.

Components of our Results of Operations

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

statements included in our 202310-K. In addition, for a description of primary drivers that may cause our revenue, costs and

operating expenses to fluctuate from period to period, including seasonality, refer to Part II, Item 7, "Management's

Discussion and Analysis of Financial Condition and Results of Operations" included in our 202310-K.

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Results of Operations

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

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


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

Revenue

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

Prescription transactions revenue increased $5.0 million, or 4%, year-over-year, primarily as a result of a 7% increasein

the number of our Monthly Active Consumers from organic growth, including expansion of our integrated savings program,

which integrates our discounts and pricing in a seamless experience at the pharmacy counter for eligible plan members

served by certain PBM partners. We estimate the recently announced Rite Aid's store closures to have a mid-single-digit

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

expectedto occur in the fourth quarterof 2024.

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

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

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

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

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

subscription revenue.

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

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

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

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

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

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

above, compared to nil in the third quarter of 2024. We expect pharma manufacturer solutions to continueto grow as a

percentage of total revenue in the near to medium term as we continue to scale and expand available services, capabilities

and platforms of our pharma manufacturer solutions offering.

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

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

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

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

Product development and technology

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

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

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

Sales and marketing

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

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

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

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

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

included in our 202310-K.

General and administrative

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

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

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

litigation.

Depreciation and amortization

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

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

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

Other Expense

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

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

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

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

equity interest investments.

Loss on Extinguishment of Debt

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

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

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

in this Quarterly Report on Form 10-Q.

Interest Income

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

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

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Interest Expense

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

partially offset by higher interest rates.

Income Taxes

For the three months ended September 30, 2024, we had income tax expenseof $4.1 millioncompared to an income

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

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

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

research and development tax credits.

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

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


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

Revenue

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

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

compared to the same period of 2023.

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

date basis due to the sunset of the offering.

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

to the same period of 2023.

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

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

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

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

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

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

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

solutions offering in the second half of 2023. The impact from these drivers was partially offset by a $3.0 million increase in

processing fees.

Product development and technology

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

$7.6 million loss recognized last year on the disposal of certain capitalized software that werenot yet ready for their intended

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

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

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

with product development and allocated overhead.

Sales and marketing

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

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

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

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

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

million increase in third-party marketing expenses. The impact from these drivers was partially offset by a $21.8million

decrease in promotional expenses substantially in the form of consumer discounts, whereas beginning in December 2023

these are recognized as a reduction of revenue as described above in the discussion and analysis for the three months

comparison.

General and administrative

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

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

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

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

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

Depreciation and amortization

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

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

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

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

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

Other Expense

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

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

impairment losses on one of our minority equity interest investments.

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Loss on Extinguishment of Debt

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

Interest Income

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

equivalents held in U.S. treasury securitiesmoney market funds.

Interest Expense

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

partially offset by higher interest rates.

Income Taxes

For the nine months ended September 30, 2024, we had an income tax expenseof $10.4 millioncompared to a $47.9

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

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

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

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

equity awards.

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily through net cash provided by operating activities, equity

issuances, and borrowings under our long-term debt arrangements. Our principal sources of liquidity are our cash and cash

equivalents and borrowings available under our $100.0 millionsecured revolving credit facility. As described in Note 6to our

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

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

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

credit facility.

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

related to the refinancing of our term loan, there were no material changes to our primary short-term and long-term

requirements for liquidity and capital or to our contractual commitments as disclosed in Part II, Item 7, "Management's

Discussion and Analysis of Financial Condition and Results of Operations" of our 202310-K.

Based on our current conditions, we believe that our net cash provided by operating activities and cash on hand will be

adequate to meet our operating, investing and financing needs for at least the next twelve months from the date of the

issuance of the accompanying unaudited condensed consolidated financial statements. Our future capital requirements will

depend on many factors, including the growth of our business, the timing and extent of investments, sales and marketing

activities, and many other factors as described in Part I, Item 1A, "Risk Factors" of our 202310-K.

If necessary, we may borrow funds under our revolving credit facility to finance our liquidity requirements, subject to

customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we

continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional

indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing

may not be available on favorable terms, or at all. If we are unable to raise additional funds when or on the terms desired,

our business, financial condition and results of operations could be adversely affected.

Holding Company Status

GoodRx Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result,

GoodRx Holdings, Inc. is largely dependent upon cash distributions and other transfers from its subsidiaries to meet its

obligations and to make future dividend payments, if any. Our debt arrangements contain covenants restricting payments of

dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met. These covenants provide for

certain exceptions for specific types of payments. Based on these restrictions, all of the net assets of GoodRx, Inc. were

restricted pursuant to the terms of our debt arrangements as of September 30, 2024. Since the restricted net assets of

GoodRx, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, see Note

18 to our consolidated financial statements included in our 202310-K for the condensed parent company financial

information of GoodRx Holdings, Inc.

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Cash Flows


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

Net cash provided by operating activities

Net cash provided byoperating activities consist of net incomeadjusted for certain non-cash items and changes in

assets and liabilities. The $16.7 millionyear-over-year increasein net cash provided byoperations was due to an increasein

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

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

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

collections of accounts receivable.

Net cash used in investing activities

Net cash used ininvesting activities generally consist of cash used for software development costs and capital

expenditures, and may also include cash used for acquisitions and investments that we may make from time to time. The

$10.8 millionyear-over-year increasein net cash used ininvesting activities was primarily driven by a $10.4 million increase

in cash paid for software development.

Net cash used in financing activities

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

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

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

$292.2 millionyear-over-year increasein net cash used infinancing activities was primarily driven by a $132.5 million

increasein payments for repurchases of our Class A common stock, an increaseof $161.7 millionof net repayments on our

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

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

exercise of stock options.

Recent Accounting Pronouncements

Refer to Note 2to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on

Form 10-Q.

Critical Accounting Policies and Estimates

During the three months ended September 30, 2024, there have been no significant changes to our critical accounting

policies and estimates compared with those disclosed in Part II, Item 7, "Management's Discussion and Analysis of Financial

Condition and Results of Operations" of our 202310-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our market risk from the disclosure included in Part II, Item 7A, "Quantitative

and Qualitative Disclosures About Market Risk" of our 202310-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of

the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal

executive officer and principal financial officer concluded that, as of September 30, 2024, our disclosure controls and

procedures were effective.

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Changes in Internal Control Over Financial Reporting

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

under the Exchange Act) during the three months ended September 30, 2024that 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 7to 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 202310-K. For a discussion of

potential risks and uncertainties related to us, see the information included in Part I, Item 1A, "Risk Factors" of our 202310-

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

Unregistered Sales of Equity Securities

None.

Use of Proceeds

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

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

22, 2020.

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

Registration Statement. As of September 30, 2024, we estimated we had used approximately $586.4 millionof the net

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

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

obligations. As of September 30, 2024, we had $300.5 millionestimated remaining net proceeds from our IPO which have

been invested in investment grade, interest-bearing instruments.

Issuer Repurchases of Equity Securities

The following table presents information with respect to our repurchases of our Class A common stock during the three

months ended September 30, 2024.


Period	Total Number of Shares Repurchased (1)	Average Price Paid per Share (2)	Total Number of Shares Repurchased as Part of Publicly Announced Program (1)	Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Program (in thousands)
July 1 - 31	-	$-	-	$-
August 1 - 31	755,953	$6.95	755,953	$290,221
September 1 - 30	-	$-	-	$-
Total	755,953	755,953

_____________________________________________________

(1)The repurchases are being executed from time to time, subject to general business and market conditions and

other investment opportunities, through open market purchases or privately negotiated transactions, which may

include repurchases through a trading plan intended to satisfy the affirmative defense conditions of Rule

10b5-1(c)(1) under the Exchange Act. See Note 9to our condensed consolidated financial statements included

elsewhere in this Quarterly Report on Form 10-Q for additional information related to our current $450.0 million

stock repurchase program with no expiration date, which was publicly announced on February 29, 2024.

(2)Average price paid per share includes direct costs and estimated excise taxes associated with the repurchases.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Insider Trading Arrangements

During the three months ended September 30, 2024, none of our directors or officers (as defined in Section 16 of the

Exchange Act), adopted, modifiedor terminatedany contract,instruction or written plan for the purchase or sale of our

securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any "non-

Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K of the Exchange Act).

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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	Non-Employee Director Compensation Program, dated July 8, 2024	10-Q	001-39549	10.2	8/8/24

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

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

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

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