株探米国株
英語
エドガーで原本を確認する
0001809519FALSE2701 Olympic BoulevardSanta MonicaCalifornia00018095192025-02-272025-02-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 8-K
________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 27, 2025
________________________________________
GoodRx Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
________________________________________
Delaware
001-39549
47-5104396
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2701 Olympic Boulevard
Santa Monica, California
90404
(Address of Principal Executive
Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (855) 268-2822
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐
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))
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 is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 27, 2025, GoodRx Holdings, Inc. (the “Company”) announced the Company’s financial results for the three
months and year ended December 31, 2024. The full text of the press release issued in connection with the announcement
is furnished as Exhibit 99.1 to this report.
The information in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
99.1*
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
*Furnished herewith.
SIGNATURE
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:
February 27, 2025
By:
/s/ Christopher McGinnis
Christopher McGinnis
Chief Financial Officer & Treasurer
EX-99.1 2 gdrxq424-exx991pressrelease.htm EX-99.1 GDRX Q4'24 - EX-99.1 (Press Release)
Exhibit 99.1
a1a.jpg
GOODRX REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS
Fourth Quarter and Full Year 2024 Results Substantially In-line with Previous Guidance
SANTA MONICA, Calif. -- (February 27, 2025) -- 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 fourth quarter and
full year of 2024.
Fourth Quarter 2024 Highlights
•Revenue1 of $198.6 million
•Net income of $6.7 million; Net income margin of 3.4%
•Adjusted Net Income1 of $34.7 million; Adjusted Net Income Margin1 of 17.5%
•Adjusted EBITDA1 of $67.1 million; Adjusted EBITDA Margin1 of 33.8%
•Net cash provided by operating activities of $44.7 million
•Exited the quarter with over 7 million consumers of prescription-related offerings2
Full Year 2024 Highlights
•Revenue1 of $792.3 million
•Net income of $16.4 million; Net income margin of 2.1%
•Adjusted Net Income1 of $131.6 million; Adjusted Net Income Margin1 of 16.6%
•Adjusted EBITDA1 of $260.2 million; Adjusted EBITDA Margin1 of 32.8%
•Net cash provided by operating activities of $183.9 million
“I am excited to join GoodRx at such a pivotal time for both the company and healthcare system as a whole. I have spent the
last thirty years in the pharmacy and medical benefit industry, and I intimately understand where there is friction and
opportunity,” said Wendy Barnes, Chief Executive Officer and President of GoodRx. “I am here to help GoodRx accelerate
its ability to solve the varied pain points that consumers currently face in getting medication. It’s a privilege to take on this
role. I'm thrilled to be here and am optimistic about the endless opportunities we have.”
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 fourth quarter and full year of 2024, 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 first quarter and full
year of 2025. For the full year 2023, revenue excluding the $10.0 million client contract termination payment represents Adjusted Revenue. 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 Q4'24 and subscribers to our subscription plans as of December 31, 2024. Refer to Key Operating Metrics
below for definitions of Monthly Active Consumers and subscription plans.
Full Year 2024 Financial Overview (all comparisons are made to the same period of the prior year unless otherwise
noted):
Revenue1 increased 6% to $792.3 million compared to $750.3 million. Adjusted Revenue1 increased 4% to $792.3 million
compared to $760.3 million.
Prescription transactions revenue increased 5% to $577.5 million compared to $550.7 million, driven by an organic 7%
increase in Monthly Active Consumers, including expansion of our integrated savings program.
Subscription revenue decreased 8% to $86.5 million compared to $94.4 million, primarily driven by a decrease in the
number of subscription plans due to the sunset of our partnership subscription program, Kroger Savings Club. Kroger
Savings Club contributed $9.0 million of subscription revenue in 2023 and $1.1 million in 2024 prior to its sunset.
Pharma manufacturer solutions revenue increased 26% to $107.2 million compared to $85.1 million, primarily driven by
organic growth as we continued to expand our market penetration with pharma manufacturers and other customers,
including growth in our point of sale discount programs.
Net income was $16.4 million compared to a net loss of $8.9 million. The year-over-year change was primarily driven by top-
line growth and run-rate savings as a result of the restructuring of our pharma manufacturer solutions offering in the second
half of 2023. In addition, the net loss in 2023 was impacted by costs incurred related to the above-mentioned restructuring,
partially offset by a tax benefit from the release of our valuation allowance against our beginning of the year net deferred tax
assets in excess of tax amortizable goodwill. Net income margin was 2.1% compared to a net loss margin of 1.2%. Adjusted
Net Income1 was $131.6 million compared to $114.6 million.
Exhibit 99.1
a1a.jpg
Adjusted EBITDA1 was $260.2 million compared to $217.4 million. The year-over-year change was primarily driven by top-
line growth and run-rate savings as a result of the restructuring of our pharma manufacturer solutions offering in the second
half of 2023. Adjusted EBITDA Margin1 was 32.8% compared to 28.6%.
Cash Flow and Capital Allocation
Net cash provided by operating activities in 2024 was $183.9 million compared to $138.3 million in 2023, driven by an
increase in net income after adjusting for non-cash items and changes in operating assets and liabilities. Changes in
operating assets and liabilities were principally driven by the timing of income tax payments and refunds, as well as by the
timing of payments of accounts payable and collections of accounts receivable. As of December 31, 2024, we had cash and
cash equivalents of $448.3 million and total outstanding debt of $500.0 million.
We are focused on a disciplined approach to capital allocation, centered on furthering our 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 our long-term growth strategy while also
providing flexibility to navigate near-term challenges.
Guidance
For the first quarter and full year 2025, management is anticipating the following:
$ in millions
1Q 2025
1Q 2024
YoY Change
Revenue1
$201 - $205
$197.9
2% - 4%
Adjusted EBITDA Margin3
~33%
31.7%
~130 bps
$ in millions
FY 2025
FY 2024
YoY Change
Revenue1
$810 - $840
$792.3
2% - 6%
Adjusted EBITDA3
$270 - $286
$260.2
4% - 10%
“Being in the pharmacy space for a long time, I understand the pain points that consumers face in getting access to their
medications. I believe GoodRx is poised to leverage its core capabilities, deepen its relationships across the pharmacy
ecosystem, and drive to a broader solution set to enhance access to medications at affordable prices for consumers,” said
Chris McGinnis, Chief Financial Officer and Treasurer.
“I believe the Company made solid progress in 2024, exemplified by the year-over-year growth in profitability and significant
operating cash flows. Wendy and I are taking a disciplined approach to guidance, ensuring we provide visibility where we
have conviction while allowing room to adapt as we gain greater clarity. We’re very excited about the long-term growth
potential at GoodRx,” concluded McGinnis.
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, February 27, 2025, at 5:00 a.m. Pacific Time (8:00 a.m.
Eastern Time) to discuss the results and the Company’s business outlook.
Exhibit 99.1
a1a.jpg
To access the conference call, please pre-register using the following link:
https://register.vevent.com/register/BI10bb13f8ef3141f3abc65d502bf98c62
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.
Exhibit 99.1
a1a.jpg
About GoodRx
GoodRx is the leading platform for medication savings in the U.S., used by nearly 30 million consumers and over one million
healthcare professionals annually. Uniquely situated at the center of the healthcare ecosystem, GoodRx connects
consumers, healthcare professionals, payers, pharmacy benefit managers, pharmaceutical manufacturers, and retail
pharmacies to make saving on medications easier. By reducing friction and inefficiencies, GoodRx helps consumers save
time and money when filling prescriptions so they can get the care they deserve. Since 2011, GoodRx has helped
Americans save over $85 billion on the cost of their medications.
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
Exhibit 99.1
a1a.jpg
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,
consumer and partner perception and our position in the healthcare ecosystem/industry, 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, our executive officer transitions; our ability to expand our
offerings through partnerships with pharmaceutical companies; the impacts of PBM regulation and reform on our business;
the anticipated short-term growth in our prescription marketplace and pharma manufacturer solutions offerings 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 recent
growth rates may not be sustainable or indicative of future 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; 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 the use of AI and machine learning in our
business; 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 healthcare reform legislation and other proposed or future changes impacting the healthcare
industry and 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, 2024 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.
Exhibit 99.1
a1a.jpg
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, the latter of 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 fourth 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 December 31, 2024 and subscribers to our subscription plans as of December 31,
2024.
Three Months Ended
(in millions)
December 31,
2024
September 30,
2024
June 30,
2024
March 31,
2024
December 31,
2023
September 30,
2023
June 30,
2023
March 31,
2023
Monthly Active Consumers
6.6
6.5
6.6
6.7
6.4
6.1
6.1
6.1
As of
(in thousands)
December 31,
2024
September 30,
2024
June 30,
2024
March 31,
2024
December 31,
2023
September 30,
2023
June 30,
2023
March 31,
2023
Subscription plans
684
701
696
778
884
930
969
1,007
Exhibit 99.1
a1a.jpg
GoodRx Holdings, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except par values)
December 31, 2024
December 31, 2023
Assets
Current assets
Cash and cash equivalents
$448,346
$672,296
Accounts receivable, net
145,934
143,608
Prepaid expenses and other current assets
64,975
56,886
Total current assets
659,255
872,790
Property and equipment, net
12,664
15,932
Goodwill
410,769
410,769
Intangible assets, net
52,102
60,898
Capitalized software, net
124,781
95,439
Operating lease right-of-use assets, net
27,794
29,929
Deferred tax assets, net
77,182
65,268
Other assets
23,520
37,775
Total assets
$1,388,067
$1,588,800
Liabilities and stockholders' equity
Current liabilities
Accounts payable
$14,137
$36,266
Accrued expenses and other current liabilities
99,130
71,329
Current portion of debt
5,000
8,787
Operating lease liabilities, current
5,636
6,177
Total current liabilities
123,903
122,559
Debt, net
486,711
647,703
Operating lease liabilities, net of current portion
46,040
48,403
Other liabilities
6,755
8,177
Total liabilities
663,409
826,842
Stockholders' equity
Preferred stock, $0.0001 par value
—
—
Common stock, $0.0001 par value
38
40
Additional paid-in capital
2,165,633
2,219,321
Accumulated deficit
(1,441,013)
(1,457,403)
Total stockholders' equity
724,658
761,958
Total liabilities and stockholders' equity
$1,388,067
$1,588,800
Exhibit 99.1
a1a.jpg
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)
Three Months Ended
December 31,
Year Ended
December 31,
2024
2023
2024
2023
Revenue
$198,583
$196,644
$792,324
$750,265
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and
amortization presented separately below
12,193
15,170
48,215
66,925
Product development and technology
31,739
32,032
123,749
135,836
Sales and marketing
93,829
93,751
367,114
341,328
General and administrative
23,546
30,371
117,862
125,515
Depreciation and amortization
19,096
43,608
69,538
107,668
Total costs and operating expenses
180,403
214,932
726,478
777,272
Operating income (loss)
18,180
(18,288)
65,846
(27,007)
Other expense, net:
Other expense
—
—
(2,660)
(4,008)
Loss on extinguishment of debt
—
—
(2,077)
—
Interest income
4,587
8,474
23,273
32,171
Interest expense
(11,358)
(14,821)
(52,922)
(56,728)
Total other expense, net
(6,771)
(6,347)
(34,386)
(28,565)
Income (loss) before income taxes
11,409
(24,635)
31,460
(55,572)
Income tax (expense) benefit
(4,669)
(1,234)
(15,070)
46,704
Net income (loss)
$6,740
$(25,869)
$16,390
$(8,868)
Earnings (loss) per share:
Basic
$0.02
$(0.06)
$0.04
$(0.02)
Diluted
$0.02
$(0.06)
$0.04
$(0.02)
Weighted average shares used in computing earnings
(loss) per share:
Basic
381,607
403,248
385,737
410,315
Diluted
383,576
403,248
392,172
410,315
Stock-based compensation included in costs and
operating expenses:
Cost of revenue
$94
$123
$320
$610
Product development and technology
6,158
7,144
24,649
30,096
Sales and marketing
6,126
8,646
33,374
20,311
General and administrative
8,581
12,865
40,683
53,803
Exhibit 99.1
a1a.jpg
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Year Ended
December 31,
2024
2023
Cash flows from operating activities
Net income (loss)
$16,390
$(8,868)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Depreciation and amortization
69,538
107,668
Loss on extinguishment of debt
2,077
—
Amortization of debt issuance costs
2,497
3,382
Non-cash operating lease expense
4,184
4,104
Stock-based compensation expense
99,026
104,820
Deferred income taxes
(11,914)
(65,562)
Loss on operating lease assets
—
1,353
Loss on disposal of capitalized software
—
7,975
Loss on minority equity interest investment
—
4,008
Other
—
1,348
Changes in operating assets and liabilities
Accounts receivable
(2,326)
(26,467)
Prepaid expenses and other assets
6,327
(32,162)
Accounts payable
(21,241)
17,456
Accrued expenses and other current liabilities
25,709
21,253
Operating lease liabilities
(4,953)
(2,930)
Other liabilities
(1,422)
914
Net cash provided by operating activities
183,892
138,292
Cash flows from investing activities
Purchase of property and equipment
(1,240)
(1,043)
Capitalized software
(69,107)
(54,723)
Net cash used in investing activities
(70,347)
(55,766)
Cash flows from financing activities
Proceeds from long-term debt
472,033
—
Payments on long-term debt
(639,038)
(5,271)
Payments of debt issuance costs
(2,673)
—
Repurchases of Class A common stock
(158,845)
(103,974)
Proceeds from exercise of stock options
19,046
5,941
Employee taxes paid related to net share settlement of equity awards
(29,784)
(65,481)
Proceeds from employee stock purchase plan
1,766
1,390
Net cash used in financing activities
(337,495)
(167,395)
Net change in cash and cash equivalents
(223,950)
(84,869)
Cash and cash equivalents
Beginning of period
672,296
757,165
End of period
$448,346
$672,296
Exhibit 99.1
a1a.jpg
For the fourth quarters and full years of 2024 and 2023, revenue comprised of the following:
(in thousands)
Three Months Ended
December 31,
Year Ended
December 31,
2024
2023
2024
2023
Prescription transactions revenue
$144,987
$143,864
$577,549
$550,738
Subscription revenue
20,676
23,149
86,536
94,410
Pharma manufacturer solutions revenue
28,088
24,403
107,237
85,065
Other revenue
4,832
5,228
21,002
20,052
Total revenue
$198,583
$196,644
$792,324
$750,265
Exhibit 99.1
a1a.jpg
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, 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 and 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, 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, financing related expenses, restructuring related expenses, legal
settlement expenses, loss on operating lease assets, 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.
Exhibit 99.1
a1a.jpg
The following table presents a reconciliation of net (loss) income and revenue, the most directly comparable financial measures calculated in accordance with GAAP, to
Adjusted EBITDA and Adjusted Revenue, respectively, and presents net (loss) income margin, the most directly comparable financial measure calculated in accordance
with GAAP, with Adjusted EBITDA Margin:
(dollars in thousands)
Three Months Ended
March 31,
Three Months Ended
June 30,
Three Months Ended
September 30,
Three Months Ended
December 31,
Year Ended
December 31,
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
Net (loss) income
$(1,009)
$(3,290)
$6,694
$58,786
$3,965
$(38,495)
$6,740
$(25,869)
$16,390
$(8,868)
Adjusted to exclude the following:
Interest income
(7,555)
(7,234)
(6,334)
(7,814)
(4,797)
(8,649)
(4,587)
(8,474)
(23,273)
(32,171)
Interest expense
14,643
13,133
14,566
14,054
12,355
14,720
11,358
14,821
52,922
56,728
Income tax expense (benefit)
1,302
6,886
4,952
(46,718)
4,147
(8,106)
4,669
1,234
15,070
(46,704)
Depreciation and amortization
15,942
14,939
16,965
16,097
17,535
33,024
19,096
43,608
69,538
107,668
Other expense
—
1,808
—
—
2,660
2,200
—
—
2,660
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
144
174
557
1,777
Restructuring related expenses
(125)
—
566
—
—
22,389
8,461
4,634
8,902
27,023
Legal settlement expenses
13,000
—
—
—
—
3,000
—
(2,900)
13,000
100
Stock-based compensation expense
25,096
25,499
26,590
17,897
26,381
32,646
20,959
28,778
99,026
104,820
Payroll tax expense related to stock-based
compensation
879
440
847
405
510
580
235
268
2,471
1,693
Loss on operating lease assets
—
—
—
374
—
—
—
979
—
1,353
Adjusted EBITDA
$62,787
$53,237
$65,412
$53,466
$64,964
$53,471
$67,075
$57,253
$260,238
$217,427
Revenue
$197,880
$183,986
$200,610
$189,677
$195,251
$179,958
$198,583
$196,644
$792,324
$750,265
Adjusted to exclude the following:
Client contract termination costs
—
—
—
—
—
10,000
—
—
—
10,000
Adjusted Revenue
$197,880
$183,986
$200,610
$189,677
$195,251
$189,958
$198,583
$196,644
$792,324
$760,265
Net (loss) income margin
(0.5%)
(1.8%)
3.3%
31.0%
2.0%
(21.4%)
3.4%
(13.2%)
2.1%
(1.2%)
Adjusted EBITDA Margin
31.7%
28.9%
32.6%
28.2%
33.3%
28.1%
33.8%
29.1%
32.8%
28.6%
Exhibit 99.1
a1a.jpg
The following tables present a reconciliation of net income (loss) and revenue and calculations of net income (loss) margin
and earnings (loss) 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:
(dollars in thousands, except per share amounts)
Three Months Ended
December 31,
Year Ended
December 31,
2024
2023
2024
2023
Net income (loss)
$6,740
$(25,869)
$16,390
$(8,868)
Adjusted to exclude the following:
Amortization of intangibles related to acquisitions
and restructuring activities
2,946
32,037
9,783
64,806
Other expense
—
—
2,660
4,008
Loss on extinguishment of debt
—
—
2,077
—
Financing related expenses
—
—
898
—
Acquisition related expenses
144
174
557
1,777
Restructuring related expenses
8,461
4,634
8,902
27,023
Legal settlement expenses
—
(2,900)
13,000
100
Stock-based compensation expense
20,959
28,778
99,026
104,820
Payroll tax expense related to stock-based
compensation
235
268
2,471
1,693
Loss on operating lease assets
—
979
—
1,353
Income tax effects of excluded items and
adjustments for valuation allowance and excess tax
benefits/deficiencies from equity awards
(4,737)
(6,966)
(24,122)
(82,134)
Adjusted Net Income
$34,748
$31,135
$131,642
$114,578
Revenue
$198,583
$196,644
$792,324
$750,265
Adjusted to exclude the following:
Client contract termination costs
—
—
—
10,000
Adjusted Revenue
$198,583
$196,644
$792,324
$760,265
Net income (loss) margin
3.4%
(13.2%)
2.1%
(1.2%)
Adjusted Net Income Margin
17.5%
15.8%
16.6%
15.1%
Weighted average shares used in computing
earnings (loss) per share:
Basic
381,607
403,248
385,737
410,315
Diluted
383,576
403,248
392,172
410,315
Earnings (loss) per share:
Basic
$0.02
$(0.06)
$0.04
$(0.02)
Diluted
$0.02
$(0.06)
$0.04
$(0.02)
Weighted average shares used in computing
Adjusted Earnings Per Share:
Basic
381,607
403,248
385,737
410,315
Diluted
383,576
407,109
392,172
414,095
Adjusted Earnings Per Share:
Basic
$0.09
$0.08
$0.34
$0.28
Diluted
$0.09
$0.08
$0.34
$0.28
Exhibit 99.1
a1a.jpg
The following table presents (i) each non-GAAP, or adjusted, cost and expense and operating income (loss) 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 (loss) as a percentage of revenue, the most directly comparable financial measure
calculated in accordance with GAAP:
(dollars in thousands)
GAAP
Adjusted
GAAP
Adjusted
Three Months Ended
December 31,
Three Months Ended
December 31,
Year Ended
December 31,
Year Ended
December 31,
2024
2023
2024
2023
2024
2023
2024
2023
Cost of revenue
$12,193
$15,170
$12,071
$13,771
$48,215
$66,925
$48,164
$62,136
% of Revenue (GAAP) /
    Adjusted Revenue (Adjusted)
6%
8%
6%
7%
6%
9%
6%
8%
Product development and technology
$31,739
$32,032
$24,318
$24,238
$123,749
$135,836
$96,528
$95,664
% of Revenue (GAAP) /
    Adjusted Revenue (Adjusted)
16%
16%
12%
12%
16%
18%
12%
13%
Sales and marketing
$93,829
$93,751
$80,651
$83,797
$367,114
$341,328
$325,760
$318,603
% of Revenue (GAAP) /
    Adjusted Revenue (Adjusted)
47%
48%
41%
43%
46%
45%
41%
42%
General and administrative
$23,546
$30,371
$14,468
$17,585
$117,862
$125,515
$61,634
$66,435
% of Revenue (GAAP) /
    Adjusted Revenue (Adjusted)
12%
15%
7%
9%
15%
17%
8%
9%
Depreciation and amortization
$19,096
$43,608
$16,150
$11,571
$69,538
$107,668
$59,755
$42,862
% of Revenue (GAAP) /
    Adjusted Revenue (Adjusted)
10%
22%
8%
6%
9%
14%
8%
6%
Operating income (loss)
$18,180
$(18,288)
$50,925
$45,682
$65,846
$(27,007)
$200,483
$174,565
% of Revenue (GAAP) /
    Adjusted Revenue (Adjusted)
9%
(9%)
26%
23%
8%
(4%)
25%
23%
Exhibit 99.1
a1a.jpg
The following table presents a reconciliation of each non-GAAP, or adjusted, cost and expense and operating income (loss)
measure to its most directly comparable financial measure calculated in accordance with GAAP:
(dollars in thousands)
Three Months Ended
December 31,
Year Ended
December 31,
2024
2023
2024
2023
Revenue
$198,583
$196,644
$792,324
$750,265
Restructuring related expenses
—
—
—
10,000
Adjusted Revenue
$198,583
$196,644
$792,324
$760,265
Cost of revenue
$12,193
$15,170
$48,215
$66,925
Restructuring related expenses
(27)
(1,272)
284
(4,150)
Stock-based compensation expense
(94)
(123)
(320)
(610)
Payroll tax expense related to stock-based compensation
(1)
(4)
(15)
(29)
Adjusted cost of revenue
$12,071
$13,771
$48,164
$62,136
Product development and technology
$31,739
$32,032
$123,749
$135,836
Acquisition related expenses
—
(26)
(62)
(329)
Restructuring related expenses
(1,163)
(524)
(1,275)
(8,927)
Stock-based compensation expense
(6,158)
(7,144)
(24,649)
(30,096)
Payroll tax expense related to stock-based compensation
(100)
(100)
(1,235)
(820)
Adjusted product development and technology
$24,318
$24,238
$96,528
$95,664
Sales and marketing
$93,829
$93,751
$367,114
$341,328
Acquisition related expenses
—
—
(351)
—
Restructuring related expenses
(6,988)
(1,240)
(7,102)
(2,078)
Stock-based compensation expense
(6,126)
(8,646)
(33,374)
(20,311)
Payroll tax expense related to stock-based compensation
(64)
(68)
(527)
(336)
Adjusted sales and marketing
$80,651
$83,797
$325,760
$318,603
General and administrative
$23,546
$30,371
$117,862
$125,515
Financing related expenses
—
—
(898)
—
Acquisition related expenses
(144)
(148)
(144)
(1,448)
Restructuring related expenses
(283)
(1,598)
(809)
(1,868)
Legal settlement expenses
—
2,900
(13,000)
(100)
Stock-based compensation expense
(8,581)
(12,865)
(40,683)
(53,803)
Payroll tax expense related to stock-based compensation
(70)
(96)
(694)
(508)
Loss on operating lease assets
—
(979)
—
(1,353)
Adjusted general and administrative
$14,468
$17,585
$61,634
$66,435
Depreciation and amortization
$19,096
$43,608
$69,538
$107,668
Amortization of intangibles related to acquisitions and restructuring activities
(2,946)
(32,037)
(9,783)
(64,806)
Adjusted depreciation and amortization
$16,150
$11,571
$59,755
$42,862
Operating income (loss)
$18,180
$(18,288)
$65,846
$(27,007)
Amortization of intangibles related to acquisitions and restructuring activities
2,946
32,037
9,783
64,806
Financing related expenses
—
—
898
—
Acquisition related expenses
144
174
557
1,777
Restructuring related expenses
8,461
4,634
8,902
27,023
Legal settlement expenses
—
(2,900)
13,000
100
Stock-based compensation expense
20,959
28,778
99,026
104,820
Payroll tax expense related to stock-based compensation
235
268
2,471
1,693
Loss on operating lease assets
—
979
—
1,353
Adjusted operating income
$50,925
$45,682
$200,483
$174,565