GoodRx Holdings Inc
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 27, 2025
GDRX$3.51+0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-02-29.
0001809519-24-000032
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001809519-25-000040
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 110 previous paragraphs and 368 current paragraphs.
30 unchanged; 62 reworded; 89 added; 18 removed; 0 previous and 187 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (89)
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Operations.”
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We have seen rapid changes in the U.S. retail pharmacy landscape recently with Rite Aid's store closures in addition to
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announcements of store closures and reduction of footprint from various other retail pharmacies, including Walgreens.
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Future store closures and reduction of footprint from retail pharmacies are expected to have an immediate adverse impact
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on our prescription volume and prescription transactions revenue. However, we believe this impact to be largely transient as
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we expect prescription volume to migrate to other in-network pharmacies in the near term. As anextension of the changing
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retail pharmacy landscape, we have seen and continue to expect heightened renegotiations between pharmacies and PBMs
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as a result of the pharmacies' increased focus on rationalizing their spending, which in turn has had and may have an impact
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on our prescription transactions revenue.
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•Revenue increased 6% to$792.3 million from$750.3 million;
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•Adjusted Revenue increased 4% to$792.3 million from$760.3 million;
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•Net income andnet income margin were$16.4 million and 2.1%, respectively, compared tonet loss andnet
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$217.4 million and 28.6%, respectively.
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may impact revenue and sales and marketing expense. PBM-pharmacy issues, including changes in the retail landscape, as
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Recent Development
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On January 13, 2025, we acquired substantially all of the assets and assembled workforce of the prescription savings
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business of Vivid Clear Rx, Inc. for $30.0 million in cash. See Note 19 in the notes to our audited consolidated financial
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consumers.
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income or expense, net. These excluded items are either non-cash charges or such that we believe do not represent our
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underlying core operating performance and that their exclusion provides investors with a better understanding of the factors
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measures.
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EBITDA Margin:
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acquisition related expenses may also include similar transaction related costs for business dispositions.
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costs, contract termination costs, and losses from the disposal of certain technology and certain capitalized
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software.
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office spaces.
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Revenue
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Prescription transactions revenue increased $26.8 million, or 5%, year-over-year, primarily as a result of a 7% increase
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in the number of our average Monthly Active Consumers from organic growth, including expansion of our integrated savings
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program, which integrates our discounts and pricing in a seamless experience over the pharmacy counter for eligible plan
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members served by certain PBMpartners.
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Subscription revenue decreased $7.9 million, or 8%, year-over year, primarily driven by a decrease in the number of
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2024 compared to 884 thousand as of December 31, 2023. Kroger Savings contributed $9.0 million of subscription revenue
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Pharma manufacturer solutions revenue increased $22.2 million, or 26%, year-over year, driven by organic growth as
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we continued to expand our market penetration with pharma manufacturers and other customers. The prior year included a
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activities, which was recognized as a reduction of revenue. vitaCare Pres cription Services, Inc., ("vitaCare"), a solution
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impacted by the restructuring, contributed ($2.2) million of net revenue in 2023 (which is net of the $10.0 million contract
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termination payment described above) compared to nil in 2024. We expect pharma manufacturer solutions to continue to
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Cost of revenue decreased $18.7 million, or 28%, year-over-year, primarily driven by a $17.0 million decrease in
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overhead due to lower average headcount, principally as a result of the restructuring of our pharma manufacturer solutions
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Removed paragraphs (18)
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Late in the first quarter of 2022, a grocery chain took actions that impacted acceptance of discounted pricing for a subset of prescription drugs from PBMs, whose pricing we promote on our platform ("grocer issue"). This had a material adverse impact on our prescription transactions revenue and Monthly Active Consumers, which was partially offset by our ability to shift certain prescription transactions to other retailers. Although the grocer issue was addressed in August 2022 and our discounted pricing has since been consistently welcomed at the point of sale by the grocery chain, beginning in the second quarter of 2022, it has had and will continue to have a sustained adverse impact on our prescription transactions revenue and Monthly Active Consumers due to consumer response to updated consumer pricing and the timing and extent of returning user levels. We have not experienced, and are not aware of, PBM-pharmacy issues at any other large volume pharmacies, with the exception of the grocery chain described above, and we believe our pharmacy and PBM relationships remain strong. For additional information, please see Part I, Item 1A, “Risk Factors – We rely on a limited number of industry participants.”
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In addition, but to a lesser extent, the acquisition of vitaCare Prescription Services, Inc. ("vitaCare") in April 2022 also had a negative impact on our net loss, net loss margin, Adjusted EBITDA and Adjusted EBITDA Margin for the year ended December 31, 2023. vitaCare had a higher cost of revenue due to the operational nature of the solutions it supported and had historically generated net losses and negative Adjusted EBITDA.
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•Revenue decreased 2% to $750.3 million (which was impacted by $10.0 million of client contract termination costs incurred in connection with the Restructuring Plan) from $766.6 million;
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•Adjusted Revenue decreased 1% to $760.3 million (which represents revenue excluding the $10.0 million of client termination costs incurred in connection with the Restructuring Plan, which was recognized as a reduction of revenue) from $766.6 million;
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Recent Developments
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Monthly Active Consumers beginning with the second quarter of 2022 were impacted by the grocer issue.
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(1)Depreciation and amortization for the year ended December 31, 2023 included $46.7 million of amortization related to certain intangible assets in connection with the Restructuring Plan, which were accelerated through December 31, 2023, the date the Restructuring Plan was substantially complete.
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GoodRx Care and a $18.1 million net change in fair value of contingent consideration related to our vitaCare acquisition.
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(8)Gain on sale of business represents the pre-tax gain recognized on the sale of certain technology assets of GoodRx Care, LLC, our telehealth platform.
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(9)Client contract termination costs represent a payment to a pharma manufacturer solutions client to terminate certain contracts in connection with the Restructuring Plan, which was recognized as a reduction of revenue.
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(10)Net loss margin represents net loss as a percentage of revenue.
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Beginning in late 2022, we began to enter into direct contractual agreements with select pharmacies, referred to as partner pharmacies, to complement the existing contractual agreements with our PBM partners. Partner pharmacies are our customers in these arrangements. We expect to increase direct contractual relationships with more pharmacies in proportion to existing contractual agreements with our PBM partners in the near term.
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Prescription transactions revenue stayed relatively flat year-over-year, primarily as a result of a 3% increase in the number of our average Monthly Active Consumers, substantially offset by the pricing effects of the grocer issue due to an ongoing shift in the volume of prescription transactions to other retailers, which generally provide lower pricing relative to prescription transactions processed through the grocer involved, and an increase in consumer discounts pertaining to transactions processed through partner pharmacies, which were recognized as a reduction of revenue.
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Pharma manufacturer solutions revenue decreased $14.4 million, or 14%, year-over year, primarily driven by a $10.0 million contract termination payment to a client in connection with the Restructuring Plan, which was recognized as a reduction of revenue, as well as by our increased focus on prioritizing service arrangements with high levels of recurring revenue potential relative to the prior year and moderation in spending across pharma manufacturers. Due principally to the Restructuring Plan and the related contract termination payment as described above, vitaCare contributed ($2.2) million in revenue for the year ended December 31, 2023 compared to $5.6 million for the same period of 2022. We expect the results of the de-prioritization of certain solutions under our pharma manufacturer solutions offering in connection with the Restructuring Plan will have a sustained adverse impact on our pharma manufacturer solutions revenue in the medium term.
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Other revenue decreased 2% year-over-year. Apart from the Restructuring Plan as discussed above, our acquisitions and dispositions individually and in the aggregate did not materially contribute to the change in our revenue for the year ended December 31, 2023 compared to the same period of 2022.
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Sales and marketing expenses decreased $16.3 million, or 5%, year-over-year primarily driven by a $27.5 million decrease in advertising expenses as we proactively managed our spend to better align with our strategic goals, partially offset by a $10.7 million increase in third-party marketing and related support services.
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Other expense increased by $4.0 million year-over-year, due to an impairment loss on one of our minority equity interest investments.
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For certain acquisitions, the fair value of developed technology is estimated using the relief-from-royalty method, an income approach which estimates the cost savings that accrue to the owner of the intangible assets that would otherwise be payable as royalties or license fees on revenues earned through the use of the asset. A royalty rate is applied to the projected revenues associated with the intangible asset to determine the amount of savings and requires significant judgment. Our estimates of the royalty rates are based on comparable licensing agreements in the market. A change in the royalty rate selected could significantly affect the valuation of our acquired developed technology intangible asset.
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You should read the following discussion and analysis of our financial condition and results of operations together with our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part I, Item 1A, “Risk Factors” and in other parts of this Annual Report on Form 10-K. A discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021 has been reported previously in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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You should read the following discussion and analysis of our financial condition and results of operations together with
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Our mission is to help Americans get the healthcare they need at a price they can afford. To achieve this, we are building the leading consumer-focused digital healthcare platform in the United States. Copays 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 affordable healthcare solutions which, in turn, 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 broader healthcare ecosystem; however, our financial results for the year ended December 31, 2023 have been materially impacted by certain restructuring related activities undertaken by us during 2023 and the sustained effects of certain events that occurred during 2022.
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Our mission is to help Americans get the healthcare they need at a price they can afford. To achieve this, we are
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For the year ended December 31, 2023 as compared to the year ended December 31, 2022:
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For theyear ended December 31, 2024 as compared to theyear ended December 31, 2023:
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•Net loss and net loss margin were $8.9 million and 1.2%, respectively, compared to net loss and net loss margin of $32.8 million and 4.3%, respectively; and
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loss margin of$8.9 million and 1.2%, respectively; and
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•Adjusted EBITDA and Adjusted EBITDA Margin were $217.4 million and 28.6%, respectively, compared to $213.5 million and 27.8%, respectively.
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•Adjusted EBITDA and Adjusted EBITDA Margin were$260.2 million and 32.8%, respectively, compared to
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Revenue, net loss and net loss margin are financial measures prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. For a reconciliation and presentation of Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measures, information about why we consider Adjusted Revenue, 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" included within this Part II, Item 7 of this Annual Report on Form 10-K.
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Revenue, net income (loss) andnet income (loss) margin are financial measures prepared in conformity with
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We typically experience stronger consumer demand during the first and fourth quarters of each year, which coincide with generally higher consumer healthcare spending, doctor office visits, annual benefit enrollment season, and seasonal cold and flu trends. For our integrated savings programs, we may experience stronger prescription transactions revenue during the first half of each year since more claims are likely to be routed through GoodRx while plan members are in the deductible phase of their health plans. We may also experience stronger demand for our pharma manufacturer solutions offering during the fourth quarter of each year, which coincides with pharma manufacturers' annual budgetary spending patterns. In addition, this seasonality may impact revenue and sales and marketing expense. The grocer issue and the ongoing impact of COVID-19 may have masked some of these trends in recent periods and may continue to impact these trends in the future.
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We typically experience stronger consumer demand during the first and fourth quarters of each year, which coincide
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On August 7, 2023, our board of directors (our "Board") approved a plan (the "Restructuring Plan") to de-prioritize certain solutions provided under our pharma manufacturer solutions offering, including vitaCare, which was substantially completed at December 31, 2023. The Restructuring Plan is part of our continued strategic focus on scaling and re-balancing our cost structure to drive improved profitability. For additional information, see Note 17 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Our revenue and net loss for the year ended December 31, 2023 have been impacted by costs incurred due to these restructuring activities, which are expected to result in approximately $18.0 million to $22.0 million of annualized run rate cash savings principally related to future cost of revenues. The annualized run rate cash savings are estimates and subject to a number of assumptions, and actual results may differ materially.
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statements included elsewhere in this Annual Report on Form 10-K.
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We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin to assess our performance, make strategic and offering decisions and build our financial projections. The number of Monthly Active Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our marketing and engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with consumers.
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We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA
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We exited the fourth quarter of 2023 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, 2023 and subscribers to our subscription plans as of December 31, 2023.
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We exited thefourth quarter of 2024 with over 7 million prescription-related consumers that used GoodRx across our
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Subscription plans have been impacted by a sequential decline in our subscription plans for Kroger Savings as a result of reduced marketing spend in relation to that offering. We expect our subscription plans for Kroger Savings to continue to sequentially decline through July 2024, the expected sunset of the program. Gold subscription plans increased year-over-year and accounted for 694 thousand as of December 31, 2023.
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Subscription plans have been impacted by a sequential decline in our subscription plans for Kroger Savings as a result
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Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
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Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial
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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.
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with restructuring related activities. We exclude these costs from revenue because we believe they are not indicative of past
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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, 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.
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We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and
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(11)Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Adjusted Revenue.
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and trends affecting our business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Adjusted
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Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and 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 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 in this Annual Report on Form 10-K, limiting their usefulness as comparative measures.
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Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are
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The following table presents a reconciliation of net loss and revenue, the most directly comparable financial measures calculated in accordance with GAAP, to Adjusted EBITDA and Adjusted Revenue, respectively, and presents net loss margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:
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The following table presents a reconciliation ofnet income (loss) and revenue, the most directly comparable financial
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(3)Financing related expenses include third party fees related to proposed financings.
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(1)Financing related expenses include third party fees related to proposed financings.
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(4)Acquisition related expenses principally include costs for actual or planned acquisitions including related third party fees, legal, consulting and other expenditures, and as applicable, severance costs and retention bonuses to employees related to acquisitions and change in fair value of contingent consideration. Acquisition related expenses in 2022 also included similar transaction related costs for our sale of certain technology assets of
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(2)Acquisition related expenses principally include costs for actual or planned acquisitions including related third party
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(5)Restructuring related expenses include employee severance and other personnel related costs in connection with various workforce optimization and organizational changes to better align with our strategic goals and future scale. In connection with the Restructuring Plan, restructuring related expenses for the year ended December 31, 2023 also included (i) a loss of $7.0 million relating to the disposal of certain capitalized software that were not yet ready for their intended use; and (ii) a $10.0 million contract termination payment to a pharma manufacturer solutions client. Substantially all of the restructuring related expenses in 2022 were related to a reduction in force approved by our Board in August 2022 involving approximately 16% of the workforce of our indirect wholly-owned subsidiary GoodRx, Inc.
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(3)Restructuring related expenses include costs for various workforce optimization and organizational changes to
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(6)Legal settlement expenses consist of periodic settlement costs for significant and unusual litigation matters. We believe these costs do not represent recurring expenses arising in the ordinary course of business that are indicative of our overall operating performance. For the year ended December 31, 2023, legal settlement expenses represent the estimated probable net loss with respect to ongoing class action litigations. For the year ended December 31, 2022, legal settlement expenses represent a negotiated settlement with the Federal Trade Commission.
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(4)Legal settlement expenses consist of periodic settlement costs for significant and unusual litigation matters.
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(7)Loss on operating lease assets include, as applicable for the periods presented, losses incurred relating to the abandonment or sublease of certain leased office spaces and disposal of related capitalized costs.
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(5)Loss on operating lease assets include losses incurred relating to the abandonment or sublease of certain leased
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For a description of the components of our results of operations, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
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For a description of the components of our results of operations, see Note 2 to our audited consolidated financial
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Our revenue is primarily derived from prescription transactions revenue that is generated when pharmacies fill prescriptions for consumers, and from other revenue streams such as pharma manufacturer solutions, our subscription offerings, and our telehealth services. We consider PBMs, pharma manufacturers and consumers of our subscription and telehealth services, for which we have direct contractual agreements, to be our primary customers. We expect pharma manufacturer solutions to continue to grow as a percentage of total revenue in the near to medium term as we continue to scale and expand available services, capabilities and platforms of our pharma manufacturer solutions offering. All of our revenue has been generated in the United States.
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Our revenue is primarily derived from prescription transactions revenue that is generated when pharmacies fill
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Prior to December 2023, we provided consumer incentives principally in the form of discounts to a limited number of consumers on a limited number of prescription drugs for a limited time ("limited marketing promotions"). Consumer discounts on prescription drugs with partner pharmacies as our customers were recognized as a reduction of prescription transactions revenue. For consumer discounts on prescription drugs with PBMs as our customers, we evaluate whether such discounts represent payments to a customer, which are recognized as a reduction of prescription transactions revenue if no distinct benefit is received, or whether the discounts relate to limited marketing promotions, which are recognized as sales and marketing expenses. We consider various factors including whether the discounts are made available for a limited time on a limited number of prescription drugs, consumer eligibility requirements, whether discounts are targeted towards consumer transactions with specific partner pharmacies or PBMs, and whether there is involvement or reasonable expectations of our customers with regards to the discounts. In December 2023, we implemented a change in some aspects of our consumer incentives program whereby the incentives are no longer limited marketing promotions and we believe our customers can now reasonably expect to benefit from these incentives. As a result, all consumer discounts subsequent to this change are expected to be recognized as a reduction of prescription transactions revenue.
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Prior to December 2023, we provided consumer incentives principally in the form of discounts to a limited number of
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The following table sets forth our results of operations for the years ended December 31, 2023 and 2022:
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The following table sets forth our results of operations for theyears ended December 31, 2024 and 2023:
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Subscription revenue decreased $1.8 million, or 2%, year-over year, primarily driven by a decrease in the number of subscription plans due to the anticipated sunset of Kroger Savings, resulting in 884 thousand subscription plans as of December 31, 2023, compared to 1,030 thousand as of December 31, 2022, substantially offset by the effects of the pricing increase for Gold subscribers in the first half of 2022. Given the subscription fee is higher for Gold relative to Kroger Savings, we expect the anticipated sunset of Kroger Savings will result in a higher decline in subscription plans relative to subscription revenue.
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subscription plans due to the sunset of Kroger Savings resulting in 684 thousand subscription plans as of December 31,
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(1)Pharma manufacturer solutions revenue for the year ended December 31, 2023 included a $10.0 million contract termination payment to a pharma manufacturer solutions client in connection with our Restructuring Plan, which was recognized as a reduction of revenue. See Note 17 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
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$10.0 million contract termination payment to a pharma manufacturer solutions client in connection with our restructuring
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Cost of revenue is largely driven by the growth of our visitor, subscriber and active consumer base, as well as our offering mix. Our cost of revenue as a percentage of revenue may vary based on the change in mix of our various offerings.
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offering mix. Our cost of revenue as a percentage of revenue may vary based on the change in mix of our various offerings.
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Cost of revenue increased $1.8 million, or 3%, year-over-year, primarily driven by $4.2 million of personnel related costs in connection with the Restructuring Plan and a $2.5 million year-over-year increase in hosting costs and processing fees. The impact from these drivers was partially offset by a $3.1 million decrease in outsourced and in-house personnel and other costs related to consumer support and a $2.0 million decrease in fulfillment costs for certain solutions provided to customers under our pharma manufacturer solutions offering.
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outsourced and in-house personnel and other costs related to consumer support and a $5.9 million decrease in allocated
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Product development and technology expenses are primarily driven by changes in headcount and investments to support and develop our various products. We capitalize certain qualified costs related to the development of internal-use software, which may cause product development and technology expenses to vary from period to period.
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Product development and technology expenses are primarily driven by changes in headcount and investments to
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Product development and technology expenses decreased $7.3 million, or 5%, year-over-year, primarily driven by a $14.7 million decrease in payroll and related costs largely due to higher capitalization of certain qualified costs related to the development of internal-use software and lower average headcount. The impact from these drivers was partially offset by a $8.0 million loss on the disposal of certain capitalized software that were not yet ready for their intended use, principally in connection with the Restructuring Plan.
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$9.4 million decrease in payroll and related costs largely due tohigher capitalization ofsuch costs related to the
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Sales and marketing expenses are primarily driven by investments to grow and retain our consumer base and may fluctuate based on the timing of our investments in consumer acquisition and retention. We continuously evaluate the impact of sales and marketing activities on our business and actively manage our sales and marketing spend, including investment in consumer acquisition, which is largely variable, as market and business conditions change.
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Sales and marketing expenses are primarily driven by investments to grow and retain our consumer base and may
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General and administrative expenses are primarily driven by changes in headcount and investments to support our compliance and reporting obligations as a public company. General and administrative expenses may vary from period to period based on the timing and extent of business mergers, acquisitions and dispositions, to support our organic growth, and financing activities. Impairments and disposals of long-lived assets may also cause general and administrative expenses to fluctuate period to period.
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General and administrative expenses are primarily driven by changes in headcount and investments to support our
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General and administrative expenses decreased $19.3 million, or 13%, year-over-year, primarily driven by a $24.0 million decrease in stock-based compensation expense related to the equity granted to our Co-Founders in 2020 (the "Founders Awards") and costs incurred in 2022 that did not recur in 2023, including a $18.1 million loss from the change in fair value of contingent consideration and a $11.3 million loss related to the impairment of an operating lease asset, partially offset by a $11.4 million pre-tax gain from the sale of certain technology assets of GoodRx Care, LLC, our telehealth platform business. The year-over-year impact from these drivers was partially offset by a $20.1 million increase in payroll and related expenses principally due to increased equity grants to existing employees in 2023 relative to 2022 as well as a stock option award granted to our Interim Chief Executive Officer in the second quarter of 2023 with a grant-date fair value of $9.6 million that vests in twelve equal monthly installments through April 2024.
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decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020 and a $3.0 million
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Our depreciation and amortization changes primarily based on changes in our property and equipment, intangible assets, and capitalized software balances and estimates of useful lives.
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Our depreciation and amortization changes are primarily based on changes in our property and equipment, intangible
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Depreciation and amortization expenses increased $53.5 million, or 99%, year-over-year, primarily driven by $46.7 million of amortization related to certain intangible assets in connection with the Restructuring Plan, which have been accelerated through December 31, 2023, the date the Restructuring Plan was substantially complete. The year-over-year change in depreciation and amortization was further driven by higher amortization related to capitalized software due to higher capitalized costs for platform improvements and the introduction of new products and features.
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amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction
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(2)Other expense represents the impairment loss on one of our minority equity interest investments.
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impairment loss on one of our minority equity interest investments.
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On February 27, 2024, our Board authorized a new $450.0 million stock repurchase program. On February 20, 2024, we entered into the Fifth Amendment to First Lien Credit Agreement to amend our Revolving Credit Facility under the Credit Agreement to extend its maturity date from October 11, 2024 to July 11, 2025. See Note 19 in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
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Note 12 in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-
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Interest income increased by $22.9 million year-over-year primarily due to higher interest rates earned on cash equivalents held in U.S. treasury securities money market funds.
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equivalents held in U.S. treasury securities money market funds.
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our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
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This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and
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uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result
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of various factors, including those set forth under Part I, Item 1A, “Risk Factors” and in other parts of this Annual Report on
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Form 10-K. A discussion of theyear ended December 31, 2023 compared to theyear ended December 31, 2022 has been
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reported previously in our Annual Report on Form 10-K for theyear ended December 31, 2023 filed with the SEC on
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February 29, 2024, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of
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building the leading consumer-focused digital healthcare platform in the United States. Copays have continued to trend
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upward in recent years and we believe as insurance providers continue to shift the cost burden more and more to
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consumers, consumers are now more than ever searching for sustainable affordable healthcare solutions which, in turn,
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strengthens our value proposition. We believe our financial results reflect the significant market demand for our offerings and
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the value that we provide to the broader healthcare ecosystem.
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accounting principles generally accepted in the United States ("GAAP"). Adjusted Revenue, Adjusted EBITDA and Adjusted
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EBITDA Margin are non-GAAP financial measures. For a reconciliation and presentation of Adjusted Revenue, Adjusted
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EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measures, information about why we
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consider Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin useful and a discussion of the material risks
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and limitations of these measures, please see “Key Financial and Operating Metrics—Non-GAAP Financial Measures"
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included within this Part II, Item 7 of this Annual Report on Form 10-K.
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with generally higher consumer healthcare spending, doctor office visits, annual benefit enrollment season, and seasonal
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cold and flu trends. For our integrated savings program, we may experience stronger traffic during the first half of each year
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since more claims are likely to be routed through GoodRx while plan members are in the deductible phase of their health
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plans. We may also experience stronger demand for our pharma manufacturer solutions offering during the fourth quarter of
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each year, which coincides with pharma manufacturers' annual budgetary spending patterns. In addition, this seasonality
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well as macroeconomic events such as the COVID-19 pandemic may have masked some of these trends in recent periods
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and may continue to impact these trends in the future.
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Margin to assess our performance, make strategic and offering decisions and build our financial projections. The number of
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Monthly Active Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our
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marketing and engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with
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prescription transactions and subscription offerings. Our prescription-related consumers represent the sum of Monthly Active
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Consumers for thethree months ended December 31, 2024 and subscribers to our subscription plans as of December 31,
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of reduced marketing spend in relation to that offering, which sunset in July 2024.
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performance and are also used for internal planning and forecasting purposes. We believe Adjusted Revenue, Adjusted
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EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts and other interested parties because they can assist
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in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition,
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these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
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We define Adjusted Revenue for a particular period as revenue excluding client contract termination costs associated
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or future underlying performance of the business.
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amortization, and as further adjusted, as applicable, for acquisition related expenses, stock-based compensation expense,
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payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss
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on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of business and other
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