GOODRX REPORTS SECOND QUARTER 2024 RESULTS

SANTA MONICA, Calif. -- (August 8, 2024) -- GoodRx Holdings, Inc. (Nasdaq: GDRX) ("we," "us," "our," “GoodRx,” or the

“Company”), the leading prescription savings platform in the U.S., has released its financial results for the second quarter of

2024.

Second Quarter 2024 Highlights

•Revenue1 and Adjusted Revenue1 of $200.6 million

•Net income of $6.7 million; Net income margin of 3.3%

•Adjusted Net Income1 of $32.4 million; Adjusted Net Income Margin1 of 16.1%

•Adjusted EBITDA1 of $65.4 million; Adjusted EBITDA Margin1 of 32.6%

•Net cash provided by operating activities of $9.7 million

•Exited the quarter with over 7 million consumers of prescription-related offerings2

“We’re proud of the progress we’re making against our key priorities, especially when it comes to strengthening our

relationships with retail and PBM partners, scaling our offerings around brand medications, and deepening our relationships

with patients,” said Scott Wagner, Interim Chief Executive Officer of GoodRx. “While the retail pharmacy space is

experiencing a bit of choppiness, we believe GoodRx's value proposition of providing affordable access to medications has

never been more important and we are creating ways to enrich that value proposition both for healthcare ecosystem

partners and, most importantly, for our consumers."

1Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Net Income Margin are non-GAAP financial measures

and are presented for supplemental informational purposes only. For the second quarters of 2024 and 2023, revenue, the most directly comparable financial

measure calculated in accordance with GAAP, was equal to Adjusted Revenue and we expect revenue to equal Adjusted Revenue for the third quarter and full

year of 2024. Revenue excluding the $10.0 million client contract termination payment represents Adjusted Revenue for the third quarter and full year 2023.

Adjusted EBITDA Margin and Adjusted Net Income Margin are defined as Adjusted EBITDA and Adjusted Net Income, respectively, divided by Adjusted

Revenue. Refer to the Non-GAAP Financial Measures section below for definitions, additional information, and reconciliations to the most directly comparable

GAAP measures.

2Sum of Monthly Active Consumers (MACs) for Q2'24 and subscribers to our subscription plans as of June 30, 2024. Refer to Key Operating Metrics below for

definitions of Monthly Active Consumers and subscription plans.

Second Quarter 2024 Financial Overview (all comparisons are made to the same period of the prior year unless otherwise

noted):

Revenue1 and Adjusted Revenue1 increased 6% to $200.6 million compared to $189.7 million.

Prescription transactions revenue increased 7% to $146.7 million compared to $136.5 million, primarily driven by a 8%

increase in Monthly Active Consumers principally from organic growth, including expansion of our integrated savings

program.

Subscription revenue decreased 8% to $22.0 million compared to $23.9 million, primarily driven by a decrease in the

number of subscription plans due to the sunset of our partnership subscription program, Kroger Savings Club.

Pharma manufacturer solutions revenue increased 9% to $26.5 million compared to $24.3 million, primarily driven by

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

including ongoing growth in our point of sale discount programs. The prior year quarter included $2.7 million of revenue

related to vitaCare Prescription Services, Inc. compared to none in the second quarter of 2024 as a result of the

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

Other revenue increased 10% to $5.4 million, compared to $4.9 million.

Net income was $6.7 million compared to a net income of $58.8 million, primarily driven by a $46.7 million income tax

benefit recognized in the prior year largely due to the release of our valuation allowance against the majority of our net

deferred tax assets which was recognized as a discrete tax benefit. Net income margin was 3.3% compared to a net income

margin of 31.0%. Adjusted Net Income1 was $32.4 million compared to Adjusted Net Income1 of $28.4 million.

Adjusted EBITDA1 was $65.4 million compared to $53.5 million, primarily driven by higher prescription transactions revenue

and cost savings from the restructuring of our pharma manufacturer solutions offering that occurred in the second half of

2023. Adjusted EBITDA Margin1 was 32.6% compared to 28.2%.

Cash Flow and Capital Allocation

Net cash provided by operating activities in the second quarter was $9.7 million compared to $29.9 million in the comparable

period last year, largely driven by changes in operating assets and liabilities, partially offset by an increase in net income

after adjusting for non-cash items. 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. As of June 30, 2024, GoodRx had cash and cash equivalents of $524.9 million and total

outstanding debt of $656.5 million.

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

(with an original issue discount at 99.0% of the principal amount thereof) and extend the maturity date on $88.0 million of our

$100.0 million revolving credit facility to April 10, 2029. Concurrent with the closing of the amendment, we repaid outstanding

principal and accrued interest under our then-existing term loan in full as well as all premiums, fees and expenses in

connection with the transactions using all of the proceeds from the new term loan and $167.2 million of cash on hand.

GoodRx is focused on a disciplined approach to capital allocation, centered on furthering the Company’s mission and

creating shareholder value. Our capital allocation priorities are investing for profitable growth, paying down debt, buying

back shares, and M&A that aligns with our strategic priorities. These capital allocation priorities support GoodRx’s long-term

growth strategy while also providing flexibility to navigate near-term challenges.

Guidance

For the third quarter and full year 2024, management is anticipating the following:

“For the third quarter of 2024, we are guiding to revenue and Adjusted Revenue between $193 million and $197 million and

Adjusted EBITDA Margin of about 32%,” said Karsten Voermann, Chief Financial Officer. “For the full year 2024, we expect

revenue and Adjusted Revenue to be at the lower end of our previous guidance of $800 million to $810 million. The full year

guidance includes approximately $5 million of anticipated impact from Rite Aid’s store closures. For the full year, we expect

over $255 million of Adjusted EBITDA, up about 17% from 2023.”

“During the second quarter of 2024, our balance sheet remained robust and we recently successfully refinanced our credit

facilities. Our capital allocation priorities are unchanged and we will continue to prioritize high return investments and

maximizing value for shareholders,” concluded Voermann.

3Adjusted EBITDA Margin is Adjusted EBITDA divided by Adjusted Revenue. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial

measures and are presented for supplemental informational purposes only. We have not reconciled our Adjusted EBITDA and Adjusted EBITDA Margin

guidance to GAAP net income or loss and GAAP net income or loss margin, respectively, because we do not provide guidance for such GAAP measures due

to the uncertainty and potential variability of stock-based compensation expense, acquired intangible assets and related amortization and income taxes, which

are reconciling items between Adjusted EBITDA and Adjusted EBITDA Margin and their respective most directly comparable GAAP measures. Because such

items cannot be provided without unreasonable efforts, we are unable to provide a reconciliation of the non-GAAP financial measure guidance to the

corresponding GAAP measure. However, such items could have a significant impact on our future GAAP net income or loss and GAAP net income or loss

margin.

Investor Conference Call and Webcast

GoodRx management will host a conference call and webcast today, August 8, 2024, at 5:00 a.m. Pacific Time (8:00 a.m.

Eastern Time) to discuss the results and the Company’s business outlook.

To access the conference call, please pre-register using the following link:

https://register.vevent.com/register/BI60026e6986684b768a1fb7e88a3bc397

Registrants will receive a confirmation with dial-in details and a unique passcode required to join.

The call will also be webcast live on the Company’s investor relations website at https://investors.goodrx.com, where

accompanying materials will be posted prior to the conference call.

Approximately one hour after completion of the live call, an archived version of the webcast will be available on the

Company’s investor relations website at https://investors.goodrx.com for at least 30 days.

About GoodRx

GoodRx is the leading prescription savings platform in the U.S. trusted by more than 25 million consumers and 750,000

healthcare professionals annually, GoodRx provides access to savings and affordability options for generic and brand-name

medications at more than 70,000 pharmacies nationwide, as well as comprehensive healthcare research and information.

We also equip healthcare professionals with efficient ways to find and prescribe affordable medications. Since 2011,

GoodRx has helped consumers save over $75 billion on the cost of their prescriptions.

GoodRx periodically posts information that may be important to investors on its 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 GoodRx’s website regularly for important information, in addition to following GoodRx’s press

releases, filings with the Securities and Exchange Commission and public conference calls and webcasts. The information

contained on, or that may be accessed through, GoodRx’s website is not incorporated by reference into, and is not a part of,

this press release.

Investor Contact

GoodRx

Aubrey Reynolds

ir@goodrx.com

Press Contact

GoodRx

Lauren Casparis

lcasparis@goodrx.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995. All statements contained in this press release that do not relate to matters of historical fact should be considered

forward-looking statements, including without limitation statements regarding our future results of operations and financial

position, industry and business trends, including the anticipated impact of retail pharmacy closures, our value proposition,

our collaborations and partnerships with third parties, including our integrated savings programs, our business strategy and

our ability to execute on our strategic priorities and value creation, our plans, market opportunity and long-term growth

prospects, our capital allocation priorities, and our objectives for future operations. These statements are neither promises

nor guarantees, but 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 and in our other filings with the Securities and

Exchange Commission. The forward-looking statements in this press release are based upon information available to us as

of the date of this press release, 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. While we may elect to update such forward-looking

statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to

change.

Key Operating Metrics

Monthly Active Consumers (MACs) 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 use our telehealth offering. When presented for a period longer than a month, Monthly Active

Consumers are averaged over the number of calendar months in such period. Monthly Active Consumers from acquired

companies are only included beginning in the first full quarter following the acquisition. 

Subscription plans represent the ending subscription plan balance across both of our subscription offerings, GoodRx Gold

and Kroger Savings Club, which sunset in July 2024. Each subscription plan may represent more than one subscriber since

family subscription plans may include multiple members.

We exited the second quarter of 2024 with over 7 million prescription-related consumers that used GoodRx across our

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

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

Condensed Consolidated Balance Sheets (Unaudited)

Condensed Consolidated Statements of Operations (Unaudited)

Condensed Consolidated Statements of Cash Flows (Unaudited)

Non-GAAP Financial Measures

Adjusted Revenue and metrics presented as a percentage of Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA

Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Earnings Per Share are supplemental measures of

our performance that are not required by, or presented in accordance with, U.S. GAAP. We also present each cost and

operating expense on our condensed consolidated statements of operations on an adjusted basis to arrive at adjusted

operating income. Collectively, we refer to these non-GAAP financial measures as our “Non-GAAP Measures."

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 for, as applicable for the periods presented, 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.

We define Adjusted Net Income for a particular period as net income or loss adjusted for, as applicable for the periods

presented, amortization of intangibles related to acquisitions, amortization of intangibles related to restructuring activities,

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, other expense, and as

further adjusted for estimated income tax on such adjusted items. Our adjusted taxes also excludes (i) the valuation

allowance recorded against certain of our net deferred tax assets that was recognized in accordance with GAAP and any

subsequent releases of the valuation allowance, and (ii) all tax benefits/expenses resulting from excess tax benefits/

deficiencies in connection with stock-based compensation. Adjusted Net Income Margin represents Adjusted Net Income as

a percentage of Adjusted Revenue.

Adjusted Earnings Per Share is Adjusted Net Income attributable to common stockholders divided by weighted average

number of shares. The weighted average shares we use in computing Adjusted Earnings Per Share – basic is equal to our

GAAP weighted average shares – basic and the weighted average shares we use in computing Adjusted Earnings Per

Share – diluted is equal to either GAAP weighted average shares – basic or GAAP weighted average shares – diluted,

depending on whether we have adjusted net loss or adjusted net income, respectively.

We also assess our performance by evaluating each cost and operating expense on our condensed consolidated

statements of operations on a non-GAAP, or adjusted, basis to arrive at adjusted operating income. The adjustments to

these cost and operating expense items include, as applicable for the periods presented, acquisition related expenses,

amortization of intangibles related to acquisitions and restructuring activities, stock-based compensation expense, payroll

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

related expenses, legal settlement expenses, loss on operating lease assets, charitable stock donation, other expense, and

gain on sale of business. Adjusted operating income is Adjusted Revenue less non-GAAP costs and operating expenses.

We believe our Non-GAAP Measures are helpful to investors, analysts and other interested parties because they assist in

providing a more consistent and comparable overview of our operations across our historical financial periods. Adjusted

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

performance and are also used for internal planning and forecasting purposes. In addition, Adjusted Revenue, Adjusted

EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Earnings Per Share are frequently used by analysts,

investors and other interested parties to evaluate and assess performance.

The Non-GAAP Measures are presented for supplemental informational purposes only and should not be considered as

alternatives or substitutes to financial information presented in accordance with GAAP. These measures have certain

limitations in that they do not include the impact of certain costs that are reflected in our condensed consolidated statements

of operations that are necessary to run our business. Other companies, including other companies in our industry, may not

use these measures or may calculate these measures differently than as presented herein, limiting their usefulness as

comparative measures.

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

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

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

________________________________________________________________

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

The following tables present a reconciliation of net income and revenue and calculations of net income margin and earnings

per share, the most directly comparable financial measures calculated in accordance with GAAP, to Adjusted Net Income,

Adjusted Revenue, Adjusted Net Income Margin, and Adjusted Earnings Per Share, respectively:

________________________________________________________________

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

The following table presents (i) each non-GAAP, or adjusted, cost and expense and operating income measure together with

its most directly comparable financial measure calculated in accordance with GAAP; and (ii) each adjusted cost and

expense and adjusted operating income as a percentage of Adjusted Revenue together with each GAAP cost and expense

and operating income as a percentage of revenue, the most directly comparable financial measure calculated in accordance

with GAAP:

The following table presents a reconciliation of each non-GAAP, or adjusted, cost and expense and operating income

measure to its most directly comparable financial measure calculated in accordance with GAAP: