GoodRx Holdings, Inc.
For the period ended Mar 31, 2025. Filed May 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 7, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-07.
0001809519-24-000196
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-07.
0001809519-25-000075
Item 2. 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 380 previous paragraphs and 280 current paragraphs.
161 unchanged; 70 reworded; 47 added; 138 removed; 11 previous and 2 current paragraphs rearranged.
Tables are not compared: 6 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 (47)
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filings with the SEC.
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a director of the Company.
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Savings”) which sunset in July 2024.
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beginning from the acquisition date. Prior to January 1, 2025, Monthly Active Consumers from acquired
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plans may include multiple members.
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have continued to trend upward in recent years and we believe as insurance providers continue to shift the cost burden
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more and more to consumers, consumers are now more than ever searching for sustainable andaffordable healthcare
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solutions which we believe strengthensour value proposition. We believe our financial results reflect the significant market
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Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process. Given the
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timing of this announcement, the estimated immediate impact of this plan on our revenue is not yet known, however,
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revenue through Rite Aid is currently forecasted to be less than 5% of our total revenue in 2025. Future store closures and
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loss margin of$1.0 million and 0.5%, respectively; and
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•Adjusted EBITDA and Adjusted EBITDA Margin were$69.8 million and 34.4%, respectively, compared to$62.8
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million and 31.7%, respectively.
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We expect the changes in retail pharmacy reimbursement models as discussed above to result in a year-over-year
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decline in Monthly Active Consumers in the near term.
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Subscription plans through the second quarter of 2024 included subscription plans for Kroger Savings, which sunset in
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revenue was equal to Adjusted Revenue.
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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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software.
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abandonment of leased office space.
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Prescription transactions revenue increased $3.5 million, or 2%, year-over-year, primarily driven by improved unit
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economics related to contracting with our customers and partners and sales mix, partially offset by a 4% decrease in the
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number of our Monthly Active Consumers, primarily due to the broader changes in the retail pharmacy landscape including
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store closures and retail reimbursement models as discussed above. Our acquisition of VCRx (see Note 3 to our condensed
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consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) did not materially contribute to
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Cost of revenue remained relatively flat year-over-year, primarily driven by an increase in processing fees and hosting
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Product development and technology expenses remained relatively flat year-over-year, primarily driven by an increase
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use software.
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decrease in third-party marketing expenses and a $1.9 million decrease in payroll and related expenses largely due tolower
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stock-based compensation expenseas a result of changes in our employee composition.
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that fully vested by the end of 2024. The impact of these drivers was partially offset by a $4.4 million impairment loss related
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to a leased office space we recognized in the first quarter of 2025.
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Depreciation and amortization expenses increased $5.0 million, or 31%, year-over-year, primarily driven by higher
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of new products and features.
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For thethree months ended March 31, 2025 and 2024, we had income tax expense of$5.6 million and$1.3 million,
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respectively, and an effective income tax rate of 33.7% and 444.4%, respectively. The year-over-year increase in income tax
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expense was primarily driven by an increase in income before income taxes and tax effects from our equity awards, partially
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financial statements included elsewhere in this Quarterly Report on Form 10-Q for a contractual commitment we entered into
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director of the Company.
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Savings”).
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quarter following the acquisition.
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members.
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•Revenue increased 8% to$195.3 million from$180.0 million;
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loss margin of$38.5 million and 21.4%, respectively; and
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•Adjusted EBITDA and Adjusted EBITDA Margin were$65.0 million and 33.3%, respectively, compared to$53.5
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million and 28.1%, respectively.
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•Revenue increased 7% to$593.7 million from$553.6 million;
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•Adjusted Revenue increased 5% to$593.7 million from$563.6 million;
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•Net income andnet income margin were$9.7 million and 1.6%, respectively, compared to$17.0 million and
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3.1%, respectively; and
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•Adjusted EBITDA and Adjusted EBITDA Margin were$193.2 million and 32.5%, respectively, compared to
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$160.2 million and 28.4%, respectively.
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below.
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Consumer demand for our prescription transactions offering is subject to seasonality. We typically experience stronger
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consumer demand during the first and fourth quarters of each year. For our integrated savings programs, we may
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experience stronger traffic during the first half of each year since more claims are likely to be routed through GoodRx while
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plan members are in the deductible phase of their health plans. For further information regarding seasonality, refer to Part II,
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K.
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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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of reduced marketing spend in relation to that offering, which sunset in July 2024.
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of Adjusted Revenue.
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EBITDA Margin:
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believe these costs do not represent recurring expenses arising in the ordinary course of business that are
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indicative of our overall operating performance.
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office spaces.
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Prescription transactions revenue increased $5.0 million, or 4%, year-over-year, primarily as a result of a 7% increase in
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the number of our Monthly Active Consumers from organic growth, including expansion of our integrated savings program,
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which integrates our discounts and pricing in a seamless experience at the pharmacy counter for eligible plan members
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served by certain PBM partners. We estimate the recently announced Rite Aid's store closures to have a mid-single-digit
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million dollar impact on prescription transactions revenuein the second half of 2024 with approximately half of this impact
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expected to occur in the fourth quarter of 2024.
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compared to 930 thousand as of September 30, 2023. Kroger Savings contributed $2.1 million of subscription revenue in the
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million client contract termination payment, which was recognized as areduction of revenue in the prior year quarter, related
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to the restructuring of our pharma manufacturer solutions offering in the second half of 2023. The year-over-year change
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customers. The prior year quarter included $2.5 million of revenue contribution from vitaCare Prescription Services, Inc.,
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("vitaCare"), a solution we de-prioritized in connection with our restructuring of pharma manufacturer solutions as described
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above, compared to nil in the third quarter of 2024. We expect pharma manufacturer solutions tocontinue to grow as a
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Cost of revenue decreased $7.0 million, or 38%, year-over-year, primarily driven by a $6.4 million decrease in
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statements as a result of various factors, including those set forth in the "Risk Factors" section of our 2023 10-K and other
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statements as a result of various factors, including those set forth in the "Risk Factors" sections of our 2024 10-K and this
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factors set forth in other parts of this Quarterly Report on Form 10-Q and our filings with the SEC.
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Quarterly Report on Form 10-Q and other factors set forth in other parts of this Quarterly Report on Form 10-Q and our
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•“Co-Founders” refers to Trevor Bezdek, our Chairman and a director of the Company, and Douglas Hirsch, a
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•“Co-Founders” refers to Trevor Bezdek, our Co-Chairman and a director of the Company, and Douglas Hirsch,
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quarter. Monthly Active Consumers from acquired companies are only included beginning in the first full
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quarter. Effective January 1, 2025, Monthly Active Consumers from acquired companies are included
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offerings, Gold or Kroger Savings. References to subscription plans as of a particular date represents an active
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offerings, Gold or Kroger Savings (which sunset in July 2024). References to subscription plans as of a
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subscription to either one of our aforementioned subscription offerings as of the specified date. Each
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particular date represents an active subscription to either one of our aforementioned subscription offerings as
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subscription plan may represent more than one subscriber since family subscription plans may include multiple
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of the specified date. Each subscription plan may represent more than one subscriber since family subscription
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building the leading consumer-focused digital healthcare platform in the United States. We believe our financial results
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building the leading consumer-focused digital healthcare platform in the United States. Copays on prescription medication
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reflect the significant market demand for our offerings and the value that we provide to the broader healthcare ecosystem.
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demand for our offerings and the value that we provide to the broader healthcare ecosystem.
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Recently, we have seen rapid changes in the U.S. retail pharmacy landscape with Rite Aid's store closures in addition to
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We have seen rapid changes in the U.S. retail pharmacy landscape recently with announcements of store closures and
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announcements of store closures and reduction of footprint from various other retail pharmacies, including Walgreens and
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reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens. Additionally, in early May 2025, Rite
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CVS. Future store closures and reduction of footprint from retail pharmacies are expected to have an immediate adverse
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reduction of footprint from retail pharmacies are expected to have an immediate adverse impact on our prescription volume
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impact on our prescription volume and prescription transactions revenue. However, we believe this impact to be largely
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and prescription transactions revenue. However, we believe this impact to be largely transient as we expect prescription
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transient as we expect prescription volume to migrate to other in-network pharmacies in the near term. As an extension of
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volume to migrate to other in-network pharmacies in the near term. As an extension of the changing retail pharmacy
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the changing retail pharmacy landscape, we have seen and continue to expect heightened renegotiations between
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landscape, we have seen and continue to expect heightened renegotiations between pharmacies and PBMs, including
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pharmacies and PBMs as a result of the pharmacies' increased focus on rationalizing of their spending, which in turn has
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changes in retailer reimbursement models, as a result of the pharmacies' increased focus on rationalizing their spending,
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had and may continue to have an impact on our prescription transactions revenue.
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which in turn has had and may continue to have an impact on our prescription transactions revenue.
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•Adjusted Revenue increased 3% to$195.3 million from$190.0 million;
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•Revenue increased 3% to$203.0 million from$197.9 million;
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•Net income andnet income margin were$4.0 million and 2.0%, respectively, compared tonet loss andnet
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•Net income andnet income margin were$11.1 million and 5.4%, respectively, compared tonet loss andnet
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accounting principles generally accepted in the United States ("GAAP"). Adjusted Revenue, Adjusted EBITDA and Adjusted
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accounting principles generally accepted in the United States ("GAAP"). Adjusted EBITDA and Adjusted EBITDA Margin are
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EBITDA Margin are non-GAAP financial measures. For a reconciliation and presentation of Adjusted Revenue, Adjusted
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non-GAAP financial measures. For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to
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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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the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA and Adjusted
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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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EBITDA Margin useful and a discussion of the material risks and limitations of these measures, please see “Key Financial
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and limitations of these measures, please see “Key Financial and Operating Metrics—Non-GAAP Financial Measures"
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and Operating Metrics—Non-GAAP Financial Measures"below.
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We exited thethird quarter of 2024 with over 7 million prescription-related consumers that used GoodRx across our
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We exited thefirst quarter of 2025 with over 7 million prescription-related consumers that used GoodRx across our
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or future underlying performance of the business.
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or future underlying performance of the business. For the three months ended March 31, 2025 and the full year of 2024,
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on operating lease assets, restructuring related expenses, legal settlement expenses, charitable stock donation, gain on
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on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of business andother
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sale of business and other income or expense, net. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage
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and trends affecting our business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Adjusted
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The following table presents a reconciliation ofnet income (loss) and revenue, the most directly comparable financial
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The following table presents a reconciliation ofnet income (loss), the most directly comparable financial measure
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measures calculated in accordance with GAAP, to Adjusted EBITDA and Adjusted Revenue, respectively, and presentsnet
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calculated in accordance with GAAP, to Adjusted EBITDA, and presentsnet income (loss) margin, the most directly
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income (loss) margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted
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comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:
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costs, contract termination costs, and losses from the disposal of certain capitalized software.
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costs, contract termination costs, and losses from the disposal of certain technology and certain capitalized
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(4)Legal settlement expenses consist of periodic settlement costs for significant and unusual litigation matters. We
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(4)Legal settlement expenses consist of periodic settlement costs for significant and unusual litigation matters.
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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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(5)Loss on operating lease asset represents losses incurred from time to time relating to the impairment or
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The year-over-year changes in prescription transactions revenue, subscription revenueand pharma manufacturer
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the year-over-year changes in prescription transactions revenue and Monthly Active Consumers.
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Subscription revenue decreased $1.9 million, or 8%, year-over-year, primarily driven by adecrease in the number of
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Subscription revenue decreased $1.6 million, or 7%, year-over-year, primarily driven by adecrease in the number of
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subscription plans due to the sunset of Kroger Savings with 701 thousand subscription plans as of September 30, 2024
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subscription plans principally due to the sunset of Kroger Savings with 680 thousand subscription plans as of March 31,
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third quarter 2023 and nil for the same period of 2024. Given the subscription fee is higher for Gold relative to Kroger
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2025 compared to 778 thousand as of March 31, 2024. Given the subscription fee is higher for Gold relative to Kroger
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Pharma manufacturer solutions revenue increased $12.2 million, or 77%, year-over-year, primarily driven by a $10.0
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Pharma manufacturer solutions revenue increased $4.1 million, or 17%, year-over-year, driven by organic growth as we
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was also driven by organic growth as we continued to expand our market penetration with pharma manufacturers and other
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continued to expand our market penetration with pharma manufacturers and other customers. We expect pharma
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companies were only included beginning in the first full quarter following the acquisition.
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$301.0 million and$91.7 million available under our revolving credit facility.
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For thenine months ended September 30, 2024 as compared to the same period of 2023:
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Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2023 10-
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Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
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in this Quarterly Report on Form 10-Q.
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The following table sets forth our results of operations for thenine months ended September 30, 2024 and 2023:
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compared to the same period of 2023.
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to the same period of 2023.
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Cost of revenue, exclusive of depreciation and amortization
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decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020. The impact from
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equivalents held in U.S. treasury securities money market funds.
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Interest expense decreased by$0.3 million, or 1%, year-over-year, primarily due to lower average debt balances,