QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Large accelerated filer | o | x | ||
Non-accelerated filer | o | Smaller reporting company | ||
Emerging growth company |
Page | ||
(in thousands, except par values) | March 31, 2024 | December 31, 2023 | |
Assets | |||
Current assets | |||
Cash and cash equivalents | $ | $ | |
Accounts receivable, net | |||
Prepaid expenses and other current assets | |||
Total current assets | |||
Property and equipment, net | |||
Goodwill | |||
Intangible assets, net | |||
Capitalized software, net | |||
Operating lease right-of-use assets, net | |||
Deferred tax assets, net | |||
Other assets | |||
Total assets | $ | $ | |
Liabilities and stockholders' equity | |||
Current liabilities | |||
Accounts payable | $ | $ | |
Accrued expenses and other current liabilities | |||
Current portion of debt | |||
Operating lease liabilities, current | |||
Total current liabilities | |||
Debt, net | |||
Operating lease liabilities, net of current portion | |||
Other liabilities | |||
Total liabilities | |||
Commitments and contingencies (Note 7) | |||
Stockholders' equity | |||
Preferred stock, $ issued and outstanding at March 31, 2024 and December 31, 2023 | |||
Common stock, $ December 31, 2023, respectively; and Class B: December 31, 2023 | |||
Additional paid-in capital | |||
Accumulated deficit | ( | ( | |
Total stockholders' equity | |||
Total liabilities and stockholders' equity | $ | $ |
Three Months Ended March 31, | |||
(in thousands, except per share amounts) | 2024 | 2023 | |
Revenue | $ | $ | |
Costs and operating expenses: | |||
Cost of revenue, exclusive of depreciation and amortization presented separately below | |||
Product development and technology | |||
Sales and marketing | |||
General and administrative | |||
Depreciation and amortization | |||
Total costs and operating expenses | |||
Operating income | |||
Other expense, net: | |||
Other expense | ( | ||
Interest income | |||
Interest expense | ( | ( | |
Total other expense, net | ( | ( | |
Income before income taxes | |||
Income tax expense | ( | ( | |
Net loss | $(1,009) | $( | |
Loss per share: | |||
Basic and diluted | $( | $( | |
Weighted average shares used in computing loss per share: | |||
Basic and diluted | |||
Stock-based compensation included in costs and operating expenses: | |||
Cost of revenue | $ | $ | |
Product development and technology | |||
Sales and marketing | |||
General and administrative |
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 | $ | $ | $( | $ | |||||
Stock options exercised | — | — | |||||||
Stock-based compensation | — | — | — | ||||||
Vesting and settlement of restricted stock units | — | — | — | — | |||||
Common stock withheld related to net share settlement | ( | — | ( | — | ( | ||||
Repurchases of Class A common stock (1) | ( | ( | ( | — | ( | ||||
Net loss | — | — | — | ( | ( | ||||
Balance at March 31, 2024 | $ | $ | $( | $ |
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 | $ | $ | $( | $ | |||||
Stock options exercised | — | — | |||||||
Stock-based compensation | — | — | — | ||||||
Vesting and settlement of restricted stock units | — | — | — | — | |||||
Common stock withheld related to net share settlement | ( | — | ( | — | ( | ||||
Repurchases of Class A common stock | ( | — | ( | — | ( | ||||
Net loss | — | — | — | ( | ( | ||||
Balance at March 31, 2023 | $ | $ | $( | $ |
Three Months Ended March 31, | |||
(in thousands) | 2024 | 2023 | |
Cash flows from operating activities | |||
Net loss | $( | $( | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | |||
Amortization of debt issuance costs | |||
Non-cash operating lease expense | |||
Stock-based compensation expense | |||
Deferred income taxes | |||
Loss on minority equity interest investment | |||
Changes in operating assets and liabilities | |||
Accounts receivable | ( | ||
Prepaid expenses and other assets | ( | ||
Accounts payable | ( | ( | |
Accrued expenses and other current liabilities | |||
Operating lease liabilities | ( | ( | |
Other liabilities | |||
Net cash provided by operating activities | |||
Cash flows from investing activities | |||
Purchase of property and equipment | ( | ( | |
Capitalized software | ( | ( | |
Net cash used in investing activities | ( | ( | |
Cash flows from financing activities | |||
Payments on long-term debt | ( | ( | |
Repurchases of Class A common stock (1) | ( | ( | |
Proceeds from exercise of stock options | |||
Employee taxes paid related to net share settlement of equity awards | ( | ( | |
Net cash used in financing activities | ( | ( | |
Net change in cash and cash equivalents | ( | ||
Cash and cash equivalents | |||
Beginning of period | |||
End of period | $ | $ | |
Supplemental disclosure of cash flow information | |||
Non cash investing and financing activities: | |||
Stock-based compensation included in capitalized software | $ | $ | |
Capitalized software included in accounts payable and accrued expenses and other current liabilities | |||
Capitalized software transferred from prepaid assets |
(in thousands) | March 31, 2024 | December 31, 2023 | |
Insurance recovery receivable (1) | $ | $ | |
Income taxes receivable | |||
Reimbursable third-party payments (2) | |||
Other prepaid expenses and other current assets (3) | |||
Total prepaid expenses and other current assets | $ | $ |
(in thousands) | March 31, 2024 | December 31, 2023 | |
Accrued bonus and other payroll related | $ | $ | |
Accrued legal settlement | |||
Accrued marketing | |||
Deferred revenue | |||
Other accrued expenses | |||
Total accrued expenses and other current liabilities | $ | $ |
(in thousands) | March 31, 2024 | December 31, 2023 | |
Principal balance under First Lien Term Loan Facility | $ | $ | |
Less: Unamortized debt issuance costs and discounts | ( | ( | |
$ | $ |
Three Months Ended March 31, | |||
(in thousands) | 2024 | 2023 | |
Prescription transactions revenue | $ | $ | |
Subscription revenue | |||
Pharma manufacturer solutions revenue | |||
Other revenue | |||
Total revenue | $ | $ |
Three Months Ended March 31, | |||
(in thousands) | 2024 | 2023 | |
Number of shares repurchased | |||
Cost of shares repurchased | $ | $ |
Three Months Ended March 31, | |||
(in thousands) | 2024 | 2023 | |
Stock options, restricted stock awards and restricted stock units |
Three Months Ended | |||||||||
(in millions) | March 31, 2024 | December 31, 2023 | September 30, 2023 | June 30, 2023 | March 31, 2023 | ||||
Monthly Active Consumers | 6.7 | 6.4 | 6.1 | 6.1 | 6.1 |
As of | |||||||||
(in thousands) | March 31, 2024 | December 31, 2023 | September 30, 2023 | June 30, 2023 | March 31, 2023 | ||||
Subscription plans | 778 | 884 | 930 | 969 | 1,007 |
Three Months Ended March 31, | |||
(dollars in thousands) | 2024 | 2023 | |
Net loss | $(1,009) | $(3,290) | |
Adjusted to exclude the following: | |||
Interest income | (7,555) | (7,234) | |
Interest expense | 14,643 | 13,133 | |
Income tax expense | 1,302 | 6,886 | |
Depreciation and amortization | 15,942 | 14,939 | |
Other expense | — | 1,808 | |
Financing related expenses (1) | 440 | — | |
Acquisition related expenses (2) | 174 | 1,056 | |
Restructuring related expenses (3) | (125) | — | |
Legal settlement expenses (4) | 13,000 | — | |
Stock-based compensation expense | 25,096 | 25,499 | |
Payroll tax expense related to stock-based compensation | 879 | 440 | |
Adjusted EBITDA | $62,787 | $53,237 | |
Revenue and Adjusted Revenue (5) | $197,880 | $183,986 | |
Net loss margin | (0.5%) | (1.8%) | |
Adjusted EBITDA Margin | 31.7% | 28.9% |
(dollars in thousands) | Three Months Ended March 31, 2024 | % of Total Revenue | Three Months Ended March 31, 2023 | % of Total Revenue | Change ($) | Change (%) | |||||
Revenue: | |||||||||||
Prescription transactions revenue | $145,395 | 73% | $134,907 | 73% | $10,488 | 8% | |||||
Subscription revenue | 22,601 | 11% | 24,143 | 13% | (1,542) | (6%) | |||||
Pharma manufacturer solutions revenue | 24,509 | 12% | 20,435 | 11% | 4,074 | 20% | |||||
Other revenue | 5,375 | 3% | 4,501 | 2% | 874 | 19% | |||||
Total revenue | 197,880 | 183,986 | |||||||||
Costs and operating expenses: | |||||||||||
Cost of revenue, exclusive of depreciation and amortization presented separately below | 12,468 | 6% | 16,695 | 9% | (4,227) | (25%) | |||||
Product development and technology | 31,017 | 16% | 32,908 | 18% | (1,891) | (6%) | |||||
Sales and marketing | 89,964 | 45% | 78,522 | 43% | 11,442 | 15% | |||||
General and administrative | 41,108 | 21% | 29,619 | 16% | 11,489 | 39% | |||||
Depreciation and amortization | 15,942 | 8% | 14,939 | 8% | 1,003 | 7% | |||||
Total costs and operating expenses | 190,499 | 172,683 | |||||||||
Operating income | 7,381 | 11,303 | |||||||||
Other expense, net: | |||||||||||
Other expense | — | 0% | (1,808) | 1% | 1,808 | n/m | |||||
Interest income | 7,555 | 4% | 7,234 | 4% | 321 | 4% | |||||
Interest expense | (14,643) | 7% | (13,133) | 7% | (1,510) | 11% | |||||
Total other expense, net | (7,088) | (7,707) | |||||||||
Income before income taxes | 293 | 3,596 | |||||||||
Income tax expense | (1,302) | 1% | (6,886) | 4% | 5,584 | (81%) | |||||
Net loss | $(1,009) | $(3,290) |
Three Months Ended March 31, | |||
(in thousands) | 2024 | 2023 | |
Net cash provided by operating activities | $42,586 | $32,288 | |
Net cash used in investing activities | (20,615) | (14,288) | |
Net cash used in financing activities | (160,972) | (14,090) | |
Net change in cash and cash equivalents | $(139,001) | $3,910 |
Period | Total Number of Shares Repurchased (1) | Average Price Paid per Share (2) | Total Number of Shares Repurchased as Part of Publicly Announced Program (1) | Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Program (in thousands) | ||||
January 1 -31 | — | $— | — | $— | ||||
February 1 - 29 | — | $— | — | $— | ||||
March 1 - 31 | 21,329,492 | $7.26 | 21,329,492 | $295,185 | ||||
Total | 21,329,492 | 21,329,492 |
Incorporated by Reference | Filed/ Furnished Herewith | |||||||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||
3.1 | 8-K | 001-39549 | 3.1 | 9/28/20 | ||||||||
3.2 | 8-K | 001-39549 | 3.2 | 9/28/20 | ||||||||
4.1 | S-1 | 333-248465 | 4.1 | 8/28/20 | ||||||||
4.2 | S-8 | 333-249069 | 4.4 | 9/25/20 | ||||||||
10.1 | * | |||||||||||
10.2† | 8-K | 001-39549 | 10.1 | 2/26/24 | ||||||||
10.3† | 8-K | 001-39549 | 10.2 | 2/26/24 | ||||||||
10.4 | 8-K | 001-39549 | 10.1 | 3/7/24 | ||||||||
10.5 | 8-K | 001-39549 | 10.1 | 3/14/24 | ||||||||
10.6 | 10-K | 001-39549 | 10.18 | 2/29/24 | ||||||||
10.6.1 | 10-K | 001-39549 | 10.18.1 | 2/29/24 | ||||||||
10.6.2 | 10-K | 001-39549 | 10.18.2 | 2/29/24 | ||||||||
31.1 | * | |||||||||||
31.2 | * | |||||||||||
32.1 | ** | |||||||||||
32.2 | ** | |||||||||||
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) | * |
GOODRX HOLDINGS, INC. | ||
Date: May 9, 2024 | By: | /s/ Scott Wagner |
Scott Wagner | ||
Interim Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date: May 9, 2024 | By: | /s/ Karsten Voermann |
Karsten Voermann | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
Date: May 9, 2024 | By: | /s/ Romin Nabiey |
Romin Nabiey | ||
Chief Accounting Officer | ||
(Principal Accounting Officer) |