What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-06 compared with 2025-05-07 · 180 added, 113 removed, 281 unchanged (51% of the section changed)

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subscription offerings.

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

Savings ”) which sunset in July 2024.

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

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

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

offerings, Gold or Kroger Savings (which sunset in July 2024).

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.

• “ subscribers ” and similar references refers to our consumers that are subscribed to our subscription offerings,

GoodRx Gold (“ Gold ”), Kroger Rx Savings Club powered by GoodRx (“ Kroger Savings ”) which sunset in July

2024, and condition-specific related subscriptions which launched in June 2025.

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.

For Gold and Kroger Savings, 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

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

Our mission is to help Americans get the healthcare they need at a price the y can afford.

To achieve this, we are

building the leading consumer-focused digital healthcare platform in the United States.

Copays on prescription medication

have continued to trend upward in recent years and we believe as insurance providers continue to shift the cost burden

more and more to consumers, consumers are now more than ever searching for sustainable and affordable healthcare

solutions which we believe strengthens our value proposition.

We believe our financial results reflect the significant market

demand for our offerings and the value that we provide to the bro ader healthcare ecosystem.

We have seen rapid changes in the U.S.

retail pharmacy landscape recently with announcements of store closures and

reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens.

Additionally, in early May 2025, Rite

Our mission is to help Americans save time and money when filling their medications.

To achieve this, we are building

the leading consumer-focused digital healthcare platform in the United States .

For example, in the second quarter of 2025,

we announced the launch of our first condition-specific subscription program for erectile dysfunction, which offers consumers

a single solution for comprehensive care by bundling the clinician visit, prescription (if deemed medically appropriate by the

treating healthcare provider), and related delivery for a single total subscription price, which we plan to expand into

additional conditions before the end of 2025.

With respect to the healthcare landscape, change has become a constant with positive and negative impacts on our

For example, in July 2025, Congress passed a budget bill that cuts federal funding for Medicaid among other

health insurance programs, as well as tightens eligibility requirements and increases the frequency of Medicaid coverage

determinations.

Further, c opays on prescription medication have continued to trend upward in recent years and we believe

as insurance providers and government programs continue to shift the cost burden more and more to consumers,

consumers are now more than ever searching for sustainable and affordable healthcare solutions which we believe

strengthens our value proposition.

Conversely, we have seen rapid changes in the U.S.

retail pharmacy landscape recently with announcements of store

closures and reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens.

In early May 2025, Rite

Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process.

timing of this announcement, the estimated immediate impact of this plan on our revenue is not yet known, however,

revenue through Rite Aid is currently forecasted to be less than 5% of our total revenue in 2025.

Future store closures and

reduction of footprint from retail pharmacies are expected to have an immediate adverse impact on our prescription volume

and prescription transactions revenue.

However, we believe this impact to be largely transient as we expect prescription

volume to migrate to other in-network pharmacies in the near term.

As an extension of the changing retail pharmacy

landscape, we have seen and continue to expect heightened renegotiations between pharmacies and PBMs, including

changes in retailer reimbursement models, as a result of the pharmacies' increased focus on rationalizing their spending,

which in turn has had and may continue to have an impact on our prescription transactions revenue.

For the three months ended March 31, 2025 as compared to the same period of 2024 :

C onsequently, we have seen several PBMs remove Rite Aid from their networks, causing immediate cessation in the

associated claims volume, as well as r apid store closures , which altogether have adversely impacted our ability to recapture

these claims in the near term.

As an extension of the changing retail pharmacy landscape, we have seen and continue to

expect heightened renegotiations between pharmacies and PBMs, including changes in retailer reimbursement models, as a

result of the pharmacies' increased focus on rationalizing their spending.

Furthermore, we saw a material volume reduction

in one of our integrated savings programs, which integrate our competitive discounts and pricing in a seamless experience

at the pharmacy counter for eligible plan members served by certain PBM partners.

Integrated savings programs are

operated through PBMs who decide how to implement and manage these programs.

Combined, t hese external factors have

adversely impacted our prescription transactions revenue, financial results, and Monthly Active Consumers that we expect

will continue in the near term with the expected impact to prescription transactions revenue estimated at $35.0 to $40.0

million in 2025.

Despite these near term challenges, we continue to believe that we are well positioned to grow our business over the

For the three months ended June 30, 2025 as compared to the same period of 2024 :

• Revenue increased 1% to $203.1 million from $200.6 million ;

• Net income and net income margin were $11.1 million and 5.4% , respectively, compared to net loss and net

loss margin of $1.0 million and 0.5% , respectively;

• Net income and net income margin were $12.8 million and 6.3% , respectively, compared to $6.7 million and

3.3% , respectively;

• Adjusted EBITDA and Adjusted EBITDA Margin were $69.4 million and 34.2% , respectively, compared to $65.4

million and 32.6% , respectively.

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

accounting principles generally accepted in the United States ("GAAP").

Adjusted EBITDA and Adjusted EBITDA Margin are

non-GAAP financial measures.

For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to

the most directly comparable GAAP financial measures, information about why we consider 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 .

For the six months ended June 30, 2025 as compared to the same period of 2024 :

• Revenue increased 2% to $406.0 million from $398.5 million ;

• Net income and net income margin were $23.9 million and 5.9% , respectively, compared to $5.7 million and

1.4% , respectively;

• Adjusted EBITDA and Adjusted EBITDA Margin were $139.2 million and 34.3% , respectively, compared to

$128.2 million and 32.2% , respectively.

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

generally accepted in the United States ("GAAP").

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial

For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to the most directly

comparable GAAP financial measures, information about why we consider 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.

Key Financial and Operating Metrics

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

We exited the first quarter of 2025 with over 7 million prescription-related consumers that used GoodRx across our

We exited the second quarter of 2025 with over 6 million prescription-related consumers that used GoodRx across our

prescription transactions and subscription offerings.

Our prescription-related consumers represent the sum of Monthly Active

Consumers for the three months ended March 31, 2025 and subscribers to our subscription plans as of March 31, 2025 .

Consumers for the three months ended June 30, 2025 and subscribers to our subscription plans as of June 30, 2025 .

Monthly Active Consumers

We expect the changes in retail pharmacy reimbursement models as discussed above to result in a year-over-year

decline in Monthly Active Consumers in the near term.

The factors described in the "Overview" section have adversely impacted our Monthly Active Consumers in the second

quarter of 2025 and are expected to contribute to the year-over-year decline in Monthly Active Consumers in the near term.

Three Months Ended

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or future underlying performance of the business.

For the three months ended March 31, 2025 and the full year of 2024,

revenue was equal to Adjusted Revenue.

For the three and six months ended June 30, 2025 and 2024, revenue

was equal to Adjusted Revenue.

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, l o ss on extinguishment of de bt, financing related expenses, loss

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, gain on sale of business and other

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as comparative measures.

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

calculated in accordance with GAAP, to Adjusted EBITDA, and presents net income (loss) margin, the most directly

comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA Margin :

Three Months Ended March 31,

The following table presents a reconciliation of net income , the most directly comparable financial measure calculated in

accordance with GAAP, to Adjusted EBITDA, and presents net income margin, the most directly comparable financial

measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:

Three Months Ended

Six Months Ended

(dollars in thousands)

Net income (loss)

Adjusted to exclude the following:

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Stock-based compensation expense

Payroll tax expense related to stock-based compensation

Payroll tax expense related to stock-based

Loss on operating lease asset (5)

Adjusted EBITDA

Net income (loss) margin

Net income margin

Adjusted EBITDA Margin

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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 technology and certain capitalized

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

costs, contract termination costs, and from time to time may also include losses from the disposal of certain

technology and certain capitalized software.

(4) Legal settlement expenses consist of periodic settlement costs for significant or unu sual litigation matters.

(5) Loss on operating lease asset represents losses incurred from time to time relating to the impairment or

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Results of Operations

The following table sets forth our results of operations for the three months ended March 31, 2025 and 2024 :

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

The following table sets forth our results of operations for the three months ended June 30, 2025 and 2024 :

(dollars in thousands)

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Income tax expense

Net income (loss)

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

Prescription transactions revenue increased $3.5 million , or 2% , year-over-year, primarily driven by improved unit

economics related to contracting with our customers and partners and sales mix, partially offset by a 4% decrease in the

number of our Monthly Active Consumers, primarily due to the broader changes in the retail pharmacy landscape including

store closures and retail reimbursement models as discussed above.

Our acquisitio n of VCRx (see Note 3 to our condensed

consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) d id not materially contribute to

the year-over-year changes in prescription transactions revenue and Monthly Active Consumers.

Prescription transactions revenue decreased $3.7 million , or 3% , year-over-year, primarily driven by a 14% decrease in

the number of our Monthly Active Consumers, d ue to t he broader changes in the retail pharmacy landscape including store

closures and volume reduction in one of our integrated savings programs as discussed above, partially offset by improved

unit economics related to contracting with certain of our customers and partners and favorable changes in sales mix.

acquisition of VCRx (see Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly

Report on Form 10-Q) did not materially contribute to the year-over-year changes in prescription transactions revenue and

Monthly Active Consumers.

Subscription revenue decreased $1.5 million , or 7% , year-over-year, primarily driven by a decrease in the number of

subscription plans principally due to the sunset of Kroger Savings with 680 thousand subscription plans as of March 31,

2025 compared to 778 thousand as of March 31, 2024 .

Given the subscription fee is higher for Gold relative to Kroger

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

subscription revenue.

subscription plans with 668 thousand subscription plans as of June 30, 2025 compared to 696 thousand as of June 30,

Pharma manufacturer solutions revenue increased $8.5 million , or 32% , year-over-year, driven by organic growth as we

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Cost of revenue, exclusive of depreciation and amortization

Cost of revenue r emained relatively flat year-over-year , primarily driven by an increase in processing fees and hosting

costs, substantially offset by a decrease in outsourced personnel costs related to consumer support .

Cost of revenue increased $1.5 million , or 12% , year-over-year, primarily driven by a $1.7 million increase in processing

Product development and technology

Product development and technology expenses remained relatively flat year-over-year, primarily driven by an increase

in third-party services and contractors associated with non-capitalizable product development activities, partially offset by a

decrease in payroll and related costs largely due to higher c apitalization of such costs related to the development of internal-

use software.

Product development and technology expenses remained relatively flat year-over-year, primarily driven by a decrease in

payroll and related costs largely due to lower average headcount and higher c apitalization of such costs related to the

development of internal-use software, partially offset by an increase in third-party services and contractors associated with

non-capitalizable product development activities.

Sales and marketing

Sales and marketing expenses decreased $8.6 million , or 9% , year-over-year, primarily driven by a $4.3 million

decrease in third-party marketing expenses and a $1.9 million decrease in payroll and related expenses largely due to lower

stock-based compensation expense as a result of changes in our employee composition.

decrease in advertising expenses, a $2.6 million decrease in third-party marketing expenses, and a $2.1 million decrease in

payroll and related expenses largely due to lower stock-based compensation expense as a result of changes in our

employee composition.

General and administrative

General and administrative expenses decreased $11.5 million , or 28% , year-over-year, primarily driven by a net $13.0

million estimated legal settlement loss recognized in the first quarter of 2024 with respect to an ongoing class action litigation

and a $2.4 million decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020

that fully vested by the end of 2024.

The impact of these drivers was partially offset by a $4.4 million impairment loss related

to a leased office space we recognized in the first quarter of 2025.

General and administrative expenses remained relatively flat year-over-year, primarily driven by a decrease in stock-

based compensation expense related to awards granted to our Co-Founders in 2020 that fully vested by the end of 2024,

partially offset by an increase in professional fees .

Depreciation and amortization

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equivalents held in U.S.

treasury securities money market funds .

treasury securities money market funds and lower interest rates.

Interest Expense

Interest expense decreased by $4.0 million , or 27% , year-over-year, primarily due to lower average debt balances.

For the three months ended March 31, 2025 and 2024 , we had income tax expense of $5.6 million and $1.3 million ,

Interest expense decreased by $3.8 million , or 26% , year-over-year, primarily due to lower average debt balances and

lower interest rates.

For the three months ended June 30, 2025 and 2024 , we had income tax expense of $6.7 million and $5.0 million ,

respectively, and an effective income tax rate of 34.4% and 42.5% , respectively.

The year-over-year increase in income tax

expense was primarily driven by an increase in income before income taxes and tax effects from our equity awards, partially

offset by a decrease in the estimated annual effective income tax rate.

expense was primarily driven by an increase in income before income taxes and the tax effects from our equity awards,

partially offset by a decrease in the estimated annual effective income tax rate.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

The following table sets forth our results of operations for the six months ended June 30, 2025 and 2024 :

(dollars in thousands)

Prescription transactions revenue

Subscription revenue

Pharma manufacturer solutions

Other revenue

Total 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:

Interest income

Interest expense

Total other expense, net

Income before income taxes

Income tax expense

Prescription transactions revenue remained relatively flat year-over-year, primarily driven by a 9% decrease in the

number of our Monthly Active Consumers , due to the broader changes in the retail pharmacy landscape including store

closures and volume reduction in one of our integrated savings programs as discussed above, substantially offset by

improved unit economics related to contracting with certain of our customers and partners and favorable changes in sales

Our acquisition of VCRx (see Note 3 to our condensed consolidated financial statements included elsewhere in this

Quarterly Report on Form 10-Q) did not materially contribute to the year-over-year changes in prescription transactions

revenue and Monthly Active Consumers.

The year-over-year changes in subscription revenue and pharma manufacturer solutions revenue were driven by the

same factors described above for the three months ended June 30, 2025 compared to the same period of 2024 .

For expected revenue trends, see our discussion and analysis above for the three months ended June 30, 2025

compared to the same period of 2024 .

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue increased $2.4 million , or 10% , year-over-year, primarily driven by an increase in processing fees .

Product development and technology

Product development and technology expenses remained relatively flat year-over-year, primarily driven by the same

factors described above for the three months ended June 30, 2025 compared to the same period of 2024 .

Sales and marketing

Sales and marketing expenses decreased $14.0 million , or 8% , year-over-year, primarily driven by a $5.3 million

decrease in advertising expenses , a $5.2 million decrease in third-party marketing expenses , and a $4.0 million decrease in

payroll and related expenses largely due to lower stock-based compensation expense as a result of changes in our

employee composition .

General and administrative

General and administrative expenses decreased $10.7 million , or 16% , year-over-year, primarily driven by a net $13.0

million estimated legal settlement loss recognized in the first quarter of 2024 with respect to an ongoing class action litigation

and a $3.8 million decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020

that fully vested by the end of 2024.

The impact of these drivers was partially offset by a $4.4 million impairment loss related

to a leased office space we recognized in the first quarter of 2025 and a $1.5 million increase in professional fees.

Depreciation and amortization

Depreciation and amortization expenses increased $7.7 million , or 24% , year-over-year, primarily driven by the same

factors described above for the three months ended June 30, 2025 compared to the same period of 2024 .

Interest Income, Interest Expense and Income Taxes

The year-over-year changes in interest income, interest expense and income taxes were primarily driven by the same

factors described above for the three months ended June 30, 2025 compared to the same period of 2024 .

Liquidity and Capital Resources

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issuances, and borrowings under our long-term debt arrangements.

Our principal sources of liquidity are our cash and cash

equivalents and borrowings available under our $100.0 million secured revolving credit facility, of which $12.0 million will

mature on July 11, 2025 and $88.0 million on April 10, 2029 .

As of March 31, 2025 , we had cash and cash equivalents of

$301.0 million and $91.7 million available under our revolving credit facility.

As of March 31, 2025 , 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 2024 10-K.

In addition, see Note 12 to our condensed consolidated

financial statements included elsewhere in this Quarterly Report on Form 10-Q for a contractual commitment we entered into

in April 2025.

As of June 30, 2025 , our principal sources of liquidity

are our cash and cash equivalents and borrowings available under our $100.0 million secured revolving credit facility, of

which $12.0 million matured on July 11, 2025 and $88.0 million will mature on April 10, 2029 .

As of June 30, 2025 , we had

cash and cash equivalents of $281.3 million and $92.2 million available under our revolving credit facility.

Other than as disclosed in Note 8 to our condensed consolidated financial statements appearing elsewhere in this

Quarterly Report on Form 10-Q, a s of June 30, 2025 , 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 2024 10-K.

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

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Based on these restrictions, all of the net assets of GoodRx, Inc.

restricted pursuant to the terms of our debt arrangements as of March 31, 2025 .

restricted pursuant to the terms of our debt arrangements as of June 30, 2025 .

Since the restricted net assets of GoodRx,

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GoodRx Holdings, Inc.

Three Months Ended March 31,

Six Months Ended

(in thousands)

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Net cash provided by operating activities

The $33.2 million year-over-year decrease in net cash provided by operations was driven by a $48.8 million increase in

cash outflow from changes in operating assets and liabilities, partially offset by a $15.6 million increase in net income after

adjusting for non-cash adjustments .

The $6.7 million year-over-year increase in net cash provided by operations was driven by a $19.1 million increase in

net income after adjusting for non-cash adjustments, partially offset by a $12.3 million increase 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 .

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

Net cash used in investing activities

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Critical Accounting Policies and Estimates

During the three months ended March 31, 2025 , 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

During the three months ended June 30, 2025 , 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 2024 10-K.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis