(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number) |
(IRS Employer
Identification No.)
|
2701 Olympic Boulevard |
||
Santa Monica, California |
||
(Address of Principal Executive
Offices)
|
(Zip Code) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
Trading
Symbol(s)
|
Name of each exchange on which registered |
||
Class A Common Stock, $0.0001 par value per
share |
99.1* |
||
104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
GOODRX HOLDINGS, INC. |
|||
Date: |
November 7, 2024 |
By: |
/s/ Karsten Voermann |
Karsten Voermann
Chief Financial Officer
|
$ in millions |
4Q 2024 |
4Q 2023 |
YoY Change |
Revenue1
|
~$200 |
$196.6 |
~2% |
Adjusted Revenue1
|
~$200 |
$196.6 |
~2% |
Adjusted EBITDA Margin3
|
~34% |
29.1% |
~490 bps |
$ in millions |
FY 2024 |
FY 2023 |
YoY Change |
Revenue1
|
~$794 |
$750.3 |
~6% |
Adjusted Revenue1
|
~$794 |
$760.3 |
~4% |
Adjusted EBITDA3
|
$255 - $260 |
$217.4 |
17% - 20% |
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 |
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 |
(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 |
|
Stockholders' equity |
|||
Preferred stock, $0.0001 par value |
— |
— |
|
Common stock, $0.0001 par value |
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 |
(in thousands, except per share amounts) | |||||||
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||
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 |
(in thousands) |
|||
Nine Months Ended
September 30,
|
|||
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 |
(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 |
(dollars in thousands) | |||||||||||||||||||
Three Months Ended
March 31,
|
Three Months Ended
June 30,
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
Three Months Ended
December 31,
|
Year Ended
December 31,
|
||||||||||||||
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2023 |
2023 |
||||||||||
Net (loss) income |
$(1,009) |
$(3,290) |
$6,694 |
$58,786 |
$3,965 |
$(38,495) |
$9,650 |
$17,001 |
$(25,869) |
$(8,868) |
|||||||||
Adjusted to exclude the following: |
|||||||||||||||||||
Interest income |
(7,555) |
(7,234) |
(6,334) |
(7,814) |
(4,797) |
(8,649) |
(18,686) |
(23,697) |
(8,474) |
(32,171) |
|||||||||
Interest expense |
14,643 |
13,133 |
14,566 |
14,054 |
12,355 |
14,720 |
41,564 |
41,907 |
14,821 |
56,728 |
|||||||||
Income tax expense (benefit) |
1,302 |
6,886 |
4,952 |
(46,718) |
4,147 |
(8,106) |
10,401 |
(47,938) |
1,234 |
(46,704) |
|||||||||
Depreciation and amortization |
15,942 |
14,939 |
16,965 |
16,097 |
17,535 |
33,024 |
50,442 |
64,060 |
43,608 |
107,668 |
|||||||||
Other expense |
— |
1,808 |
— |
— |
2,660 |
2,200 |
2,660 |
4,008 |
— |
4,008 |
|||||||||
Loss on extinguishment of debt |
— |
— |
— |
— |
2,077 |
— |
2,077 |
— |
— |
— |
|||||||||
Financing related expenses |
440 |
— |
392 |
— |
66 |
— |
898 |
— |
— |
— |
|||||||||
Acquisition related expenses |
174 |
1,056 |
174 |
385 |
65 |
162 |
413 |
1,603 |
174 |
1,777 |
|||||||||
Restructuring related expenses |
(125) |
— |
566 |
— |
— |
22,389 |
441 |
22,389 |
4,634 |
27,023 |
|||||||||
Legal settlement expenses |
13,000 |
— |
— |
— |
— |
3,000 |
13,000 |
3,000 |
(2,900) |
100 |
|||||||||
Stock-based compensation expense |
25,096 |
25,499 |
26,590 |
17,897 |
26,381 |
32,646 |
78,067 |
76,042 |
28,778 |
104,820 |
|||||||||
Payroll tax expense related to stock-
based compensation
|
879 |
440 |
847 |
405 |
510 |
580 |
2,236 |
1,425 |
268 |
1,693 |
|||||||||
Loss on operating lease assets |
— |
— |
— |
374 |
— |
— |
— |
374 |
979 |
1,353 |
|||||||||
Adjusted EBITDA |
$62,787 |
$53,237 |
$65,412 |
$53,466 |
$64,964 |
$53,471 |
$193,163 |
$160,174 |
$57,253 |
$217,427 |
|||||||||
Revenue |
$197,880 |
$183,986 |
$200,610 |
$189,677 |
$195,251 |
$179,958 |
$593,741 |
$553,621 |
$196,644 |
$750,265 |
|||||||||
Adjusted to exclude the following: |
|||||||||||||||||||
Client contract termination costs |
— |
— |
— |
— |
— |
10,000 |
— |
10,000 |
— |
10,000 |
|||||||||
Adjusted Revenue |
$197,880 |
$183,986 |
$200,610 |
$189,677 |
$195,251 |
$189,958 |
$593,741 |
$563,621 |
$196,644 |
$760,265 |
|||||||||
Net (loss) income margin |
(0.5%) |
(1.8%) |
3.3% |
31.0% |
2.0% |
(21.4%) |
1.6% |
3.1% |
(13.2%) |
(1.2%) |
|||||||||
Adjusted EBITDA Margin |
31.7% |
28.9% |
32.6% |
28.2% |
33.3% |
28.1% |
32.5% |
28.4% |
29.1% |
28.6% |
(dollars in thousands, except per share amounts) | |||||||
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||
2024 |
2023 |
2024 |
2023 |
||||
Net income (loss) |
$3,965 |
$(38,495) |
$9,650 |
$17,001 |
|||
Adjusted to exclude the following: |
|||||||
Amortization of intangibles related to acquisitions
and restructuring activities
|
1,961 |
21,561 |
6,837 |
32,769 |
|||
Other expense |
2,660 |
2,200 |
2,660 |
4,008 |
|||
Loss on extinguishment of debt |
2,077 |
— |
2,077 |
— |
|||
Financing related expenses |
66 |
— |
898 |
— |
|||
Acquisition related expenses |
65 |
162 |
413 |
1,603 |
|||
Restructuring related expenses |
— |
22,389 |
441 |
22,389 |
|||
Legal settlement expenses |
— |
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 |
— |
— |
— |
374 |
|||
Income tax effects of excluded items and
adjustments for valuation allowance and excess tax
benefits/deficiencies from equity awards
|
(5,749) |
(18,502) |
(19,385) |
(75,168) |
|||
Adjusted Net Income |
$31,936 |
$25,541 |
$96,894 |
$83,443 |
|||
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 Net Income Margin |
16.4% |
13.4% |
16.3% |
14.8% |
|||
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 |
|||
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
Adjusted Earnings Per Share:
|
|||||||
Basic |
379,667 |
413,437 |
385,553 |
412,698 |
|||
Diluted |
388,504 |
420,592 |
393,477 |
416,450 |
|||
Adjusted Earnings Per Share: |
|||||||
Basic |
$0.08 |
$0.06 |
$0.25 |
$0.20 |
|||
Diluted |
$0.08 |
$0.06 |
$0.25 |
$0.20 |
(dollars in thousands) |
|||||||||||||||
GAAP |
Adjusted |
GAAP |
Adjusted |
||||||||||||
Three Months Ended
September 30,
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
||||||||
Cost of revenue |
$11,684 |
$18,721 |
$11,596 |
$15,688 |
$36,022 |
$51,755 |
$36,093 |
$48,365 |
|||||||
% of Revenue (GAAP) /
Adjusted Revenue (Adjusted)
|
6% |
10% |
6% |
8% |
6% |
9% |
6% |
9% |
|||||||
Product development and technology |
$30,139 |
$39,611 |
$23,545 |
$24,046 |
$92,010 |
$103,804 |
$72,210 |
$71,426 |
|||||||
% of Revenue (GAAP) /
Adjusted Revenue (Adjusted)
|
15% |
22% |
12% |
13% |
15% |
19% |
12% |
13% |
|||||||
Sales and marketing |
$89,867 |
$91,615 |
$79,961 |
$80,389 |
$273,285 |
$247,577 |
$245,109 |
$234,806 |
|||||||
% of Revenue (GAAP) /
Adjusted Revenue (Adjusted)
|
46% |
51% |
41% |
42% |
46% |
45% |
41% |
42% |
|||||||
General and administrative |
$25,619 |
$35,317 |
$15,185 |
$16,364 |
$94,316 |
$95,144 |
$47,166 |
$48,850 |
|||||||
% of Revenue (GAAP) /
Adjusted Revenue (Adjusted)
|
13% |
20% |
8% |
9% |
16% |
17% |
8% |
9% |
|||||||
Depreciation and amortization |
$17,535 |
$33,024 |
$15,574 |
$11,463 |
$50,442 |
$64,060 |
$43,605 |
$31,291 |
|||||||
% of Revenue (GAAP) /
Adjusted Revenue (Adjusted)
|
9% |
18% |
8% |
6% |
8% |
12% |
7% |
6% |
|||||||
Operating income (loss) |
$20,407 |
$(38,330) |
$49,390 |
$42,008 |
$47,666 |
$(8,719) |
$149,558 |
$128,883 |
|||||||
% of Revenue (GAAP) /
Adjusted Revenue (Adjusted)
|
10% |
(21%) |
25% |
22% |
8% |
(2%) |
25% |
23% |
(dollars in thousands) |
|||||||
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||
2024 |
2023 |
2024 |
2023 |
||||
Revenue |
$195,251 |
$179,958 |
$593,741 |
$553,621 |
|||
Restructuring related expenses |
— |
10,000 |
— |
10,000 |
|||
Adjusted Revenue |
$195,251 |
$189,958 |
$593,741 |
$563,621 |
|||
Cost of revenue |
$11,684 |
$18,721 |
$36,022 |
$51,755 |
|||
Restructuring related expenses |
— |
(2,878) |
311 |
(2,878) |
|||
Stock-based compensation expense |
(86) |
(146) |
(226) |
(487) |
|||
Payroll tax expense related to stock-based
compensation
|
(2) |
(9) |
(14) |
(25) |
|||
Adjusted cost of revenue |
$11,596 |
$15,688 |
$36,093 |
$48,365 |
|||
Product development and technology |
$30,139 |
$39,611 |
$92,010 |
$103,804 |
|||
Acquisition related expenses |
(10) |
(24) |
(62) |
(303) |
|||
Restructuring related expenses |
— |
(8,403) |
(112) |
(8,403) |
|||
Stock-based compensation expense |
(6,384) |
(6,829) |
(18,491) |
(22,952) |
|||
Payroll tax expense related to stock-based
compensation
|
(200) |
(309) |
(1,135) |
(720) |
|||
Adjusted product development and technology |
$23,545 |
$24,046 |
$72,210 |
$71,426 |
|||
Sales and marketing |
$89,867 |
$91,615 |
$273,285 |
$247,577 |
|||
Acquisition related expenses |
(55) |
— |
(351) |
— |
|||
Restructuring related expenses |
— |
(838) |
(114) |
(838) |
|||
Stock-based compensation expense |
(9,725) |
(10,273) |
(27,248) |
(11,665) |
|||
Payroll tax expense related to stock-based
compensation
|
(126) |
(115) |
(463) |
(268) |
|||
Adjusted sales and marketing |
$79,961 |
$80,389 |
$245,109 |
$234,806 |
|||
General and administrative |
$25,619 |
$35,317 |
$94,316 |
$95,144 |
|||
Financing related expenses |
(66) |
— |
(898) |
— |
|||
Acquisition related expenses |
— |
(138) |
— |
(1,300) |
|||
Restructuring related expenses |
— |
(270) |
(526) |
(270) |
|||
Legal settlement expenses |
— |
(3,000) |
(13,000) |
(3,000) |
|||
Stock-based compensation expense |
(10,186) |
(15,398) |
(32,102) |
(40,938) |
|||
Payroll tax expense related to stock-based
compensation
|
(182) |
(147) |
(624) |
(412) |
|||
Loss on operating lease assets |
— |
— |
— |
(374) |
|||
Adjusted general and administrative |
$15,185 |
$16,364 |
$47,166 |
$48,850 |
|||
Depreciation and amortization |
$17,535 |
$33,024 |
$50,442 |
$64,060 |
|||
Amortization of intangibles related to acquisitions and
restructuring activities
|
(1,961) |
(21,561) |
(6,837) |
(32,769) |
|||
Adjusted depreciation and amortization |
$15,574 |
$11,463 |
$43,605 |
$31,291 |
|||
Operating income (loss) |
$20,407 |
$(38,330) |
$47,666 |
$(8,719) |
|||
Amortization of intangibles related to acquisitions and
restructuring activities
|
1,961 |
21,561 |
6,837 |
32,769 |
|||
Financing related expenses |
66 |
— |
898 |
— |
|||
Acquisition related expenses |
65 |
162 |
413 |
1,603 |
|||
Restructuring related expenses |
— |
22,389 |
441 |
22,389 |
|||
Legal settlement expenses |
— |
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 |
— |
— |
— |
374 |
|||
Adjusted operating income |
$49,390 |
$42,008 |
$149,558 |
$128,883 |