SEC Form 10-Q filed by Guardian Pharmacy Services Inc.
Table of Contents
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
Table of Contents
GUARDIAN PHARMACY SERVICES, INC.
FORM 10-Q
TABLE OF CONTENTS
2
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are all statements other than those of historical fact. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words such as “aims,” “anticipates,” “believes,” “contemplates,” “continues,” “estimates,” “expects,” “intends,” “may,” “plans,” “seeks,” “should,” “will,” “would,” and similar expressions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond our control. For more information regarding these risks and uncertainties, as well as certain additional risks that we face, refer to “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and the factors more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. Among the factors that could cause actual results to differ materially from those suggested by forward-looking statements are:
| • | our ability to effectively execute our business strategies, implement new initiatives and improve efficiency; |
| • | our ability to effectively market and sell, customer acceptance of, and competition for, our pharmaceutical and health care services in new and existing markets; |
| • | our relationships with pharmaceutical wholesalers and key manufacturers, long-term health care facilities (“LTCFs”) and health plan payors; |
| • | our ability to maintain and expand relationships with LTCF operators on favorable terms; |
| • | the impact of a national emergency, public health crisis, global pandemic or outbreak of infectious disease on our employees and business and on our supply chain and the LTCFs we serve; |
| • | continuing government and private efforts to lower pharmaceutical costs, including by limiting pharmacy reimbursements; |
| • | changes in, and our ability to comply with, healthcare and other applicable laws, regulations or interpretations; |
| • | further consolidation of managed care organizations and other health plan payors and changes in the terms of our agreements with these parties; |
| • | our ability to retain members of our senior management team, our local pharmacy management teams and our pharmacy professionals; |
| • | our exposure to, and the results of, claims, legal proceedings and governmental inquiries; |
| • | our ability to maintain the security and integrity of our operating and information technology systems and infrastructure (e.g., against cyber-attacks); |
| • | product liability, product recall, personal injury or other health and safety issues related to the pharmaceuticals we dispense; |
| • | the impact of supply chain and other manufacturing disruptions related to the pharmaceuticals we dispense; |
| • | the sufficiency of our sources of liquidity and financial resources to fund our future operating expenses and capital expenditure requirements, and our ability to raise additional capital, if needed; |
| • | the misuse or off-label use, or errors in the dispensing or administration, of the pharmaceuticals we dispense; and |
| • | the market price of shares of our Class A common stock has experienced, and may in the future experience, substantial volatility due to relatively lower trading volumes and a limited public float. |
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Table of Contents
New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in, or implied by, the forward-looking statements. Therefore, we caution you not to place undue reliance on any forward-looking statements or information. Any forward-looking statements only speak as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as may be required by law.
4
Table of Contents
(In thousands, except share amounts) |
December 31, 2024 |
June 30, 2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, net |
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Inventories |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Operating lease right-of-use |
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Deferred tax assets |
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Other assets |
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Total assets |
$ | $ | ||||||
Liabilities and equity |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued compensation |
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Operating leases, current portion |
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Other current liabilities |
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Total current liabilities |
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Operating leases, net of current portion |
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Other liabilities |
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Total liabilities |
$ | $ | ||||||
Commitments and contingencies (see Note 5) |
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Equity: |
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Class A common stock- |
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Class B common stock- |
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Additional paid-in capital |
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Retained earnings |
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Non-controlling interests |
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Total equity |
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Total liabilities and equity |
$ | $ | ||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
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(In thousands, except share and per share amounts) |
2024 |
2025 |
2024 |
2025 |
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Revenues |
$ | $ | $ | $ | ||||||||||||
Cost of goods sold |
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Gross profit |
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Selling, general, and administrative expenses |
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Operating income |
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Other expenses (income): |
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Interest expense |
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Other expense (income), net |
( |
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Total other expenses (income) |
( |
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Income before income taxes |
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Provision for income taxes |
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Net income |
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Less net income attributable to Guardian Pharmacy, LLC prior to the Corporate Reorganization |
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Less net income (loss) attributable to non-controlling interests |
( |
) | ( |
) | ||||||||||||
Net income attributable to Guardian Pharmacy Services, Inc. |
$ | $ | $ | $ | ||||||||||||
Net income per share of Class A and Class B common stock 1 |
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Basic |
N/A | $ | N/A | $ | ||||||||||||
Diluted |
N/A | $ | N/A | $ | ||||||||||||
Weighted-average Class A and Class B common shares outstanding |
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Basic |
N/A | N/A | ||||||||||||||
Diluted |
N/A | N/A | ||||||||||||||
1 |
Basic and diluted net income per share of Class A and Class B common stock is applicable only for the three and six months ended June 30, 2025, which are the only periods presented following the initial public offering (“IPO”) and related Corporate Reorganization (as defined below in Note 1 Organization and Background Note 6 Basic and Diluted Net Income Per Share |
(In thousands, except share amounts) |
Class A Shares |
Class B Shares |
Class A Amount |
Class B Amount |
Additional Paid-in capital |
Retained Earnings |
Non-Controlling Interests |
Total Equity |
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| Balance, December 31, 2024 |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Contributions |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Distributions |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interest |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Share-based compensation forfeitures |
— | ( |
) | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||
| Share-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Conversion of Class B Common Stock to Class A Common Stock |
( |
) | ( |
) | — | — | — | — | ||||||||||||||||||||||||
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| Balance, March 31, 2025 |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Contributions |
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| Non-cash equity contribution |
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| Distributions |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. |
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| Net income (loss) attributable to non-controlling interest |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Share-based compensation forfeitures |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
| Share-based compensation expense |
— | |||||||||||||||||||||||||||||||
| Issuance of Class A common stock associated with vested restricted stock units |
— | — | — | — | — | — | ||||||||||||||||||||||||||
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| Balance, June 30, 2025 |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
(In thousands) |
Members’ Equity |
Non-Controlling Interests |
Total Equity |
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| Balance, December 31, 2023 |
$ | $ | $ | |||||||||
| Contributions |
— | |||||||||||
| Net income |
||||||||||||
| Distributions |
( |
) | ( |
) | ( |
) | ||||||
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| Balance, March 31, 2024 |
$ | $ | $ | |||||||||
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| Contributions |
— | |||||||||||
| Non-cash equity contribution |
— | $ | $ | |||||||||
| Net income |
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| Distributions |
( |
) | ( |
) | ( |
) | ||||||
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| Balance, June 30, 2024 |
$ | $ | $ | |||||||||
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Six Months Ended June 30, |
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(In thousands) |
2024 |
2025 |
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Operating activities |
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Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Share-based compensation expense |
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Provision for losses on accounts receivable |
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Other |
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Changes in operating assets and liabilities: |
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Accounts receivable |
( |
) | ||||||
Inventories |
( |
) | ( |
) | ||||
Other current assets |
( |
) | ( |
) | ||||
Accounts payable |
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Accrued compensation |
( |
) | ||||||
Other operating liabilities |
( |
) | ||||||
Net cash provided by operating activities |
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Investing activities |
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Purchases of property and equipment |
( |
) | ( |
) | ||||
Payment for acquisitions |
( |
) | ( |
) | ||||
Other |
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Net cash used in investing activities |
( |
) | ( |
) | ||||
Financing activities |
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Proceeds from equity offering, net of underwriter fees |
— | |||||||
Repurchase of outstanding Class A common stock |
— | ( |
) | |||||
Payments of equity offering costs |
— | ( |
) | |||||
Borrowings from notes payable |
— | |||||||
Repayment of notes payable |
( |
) | — | |||||
Borrowings from line of credit |
— | |||||||
Repayments of line of credit |
( |
) | — | |||||
Principal payments on finance lease obligations |
( |
) | ( |
) | ||||
Contingent liability payments related to acquisitions |
— | ( |
) | |||||
Contributions from non-controlling interests |
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Distributions to non-controlling interests |
( |
) | ( |
) | ||||
Member distributions |
( |
) | — | |||||
Other |
( |
) | — | |||||
Net cash used in financing activities |
( |
) | ( |
) | ||||
Net change in cash and cash equivalents |
||||||||
Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
$ | $ | ||||||
Supplemental disclosure of cash flow information |
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Cash paid during the year for interest |
$ | $ | ||||||
Cash paid during the year for income taxes |
$ | — | $ | |||||
Supplemental disclosure of non-cash investing and financing activities |
||||||||
Purchases of property and equipment through finance leases |
$ | $ | ||||||
Non-cash equity contributions from non-controlling interests |
$ | $ | ||||||
1. |
Organization and Background |
| • | All Preferred Units in Guardian Pharmacy, LLC were converted into Common Units, resulting in Guardian Pharmacy, LLC having only Common Units outstanding; |
| • | The membership interests, including Restricted Interest Unit awards, held by members other than Guardian Pharmacy, LLC in our subsidiaries (other than certain subsidiaries that were not parties to the Corporate Reorganization, as discussed below) were converted into Common Units of Guardian Pharmacy, LLC. The subsidiaries that participated in the Corporate Reorganization are referred to as the “Converted Subsidiaries”, and the subsidiaries that were not parties to the Corporate Reorganization (including those which were formed or acquired subsequent to the Corporate Reorganization) are referred to as the Non-Converted Subsidiaries; and |
| • | Guardian Pharmacy, LLC became a wholly-owned subsidiary of the Company by participating in a merger with a transitory subsidiary of the Company. Pursuant to the merger, each Common Unit of Guardian Pharmacy, LLC was converted into (i) one share of the Company’s Class B common stock, par value $ |
2. |
Summary of Significant Accounting Policies |
| ASU Number and Name |
Description |
Date of Adoption |
Effect on the unaudited interim Consolidated Financial Statements upon adoption | |||
| 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and are included within each reported measure of segment operating results. The standard also requires companies to disclose the total amount of any other items included in segment operating results which were not deemed to be significant expenses for separate disclosure, along with a qualitative description of the composition of these other items. In addition, the standard also requires disclosure of the CODM’s title and position, as well as detail on how the CODM uses the reported measure of segment operating results to evaluate segment performance and allocate resources. The standard also aligns interim segment reporting disclosure requirements with annual segment reporting disclosure requirements. The standard requires retrospective application to all prior periods presented. |
January 1, 2024 for annual disclosures. January 1, 2025 for interim disclosures. |
The Company adopted the standard on January 1, 2024 for annual disclosures, and January 1, 2025 for interim disclosures. See Note 8 Segments | |||
| 2024-01, Scope Application of Profits Interest and Similar Awards |
ASU 2024-01 clarifies the scope application of profits interest and similar awards by adding illustrative guidance in ASC 718 - Compensation - Stock Compensation. |
January 1, 2025 for annual and interim disclosures |
The Company adopted the standard as of January 1, 2025, with no material impact on the Consolidated Financial Statements. | |||
| New Accounting Standards Not Yet Effective | ||||||
| ASU Number and Name |
Description |
Date of Adoption |
Effect on the unaudited interim Consolidated Financial Statements upon adoption | |||
2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
ASU 2023-09 enhances the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The standard requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. |
January 1, 2025 for annual disclosures. |
The Company will adopt the new disclosures for the annual periods beginning on January 1, 2025. The Company is currently evaluating the impact of the incremental income taxes information that will be required to be disclosed as well as the impact to the Income Taxes footnote in the Form 10-K. | |||
| 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) |
ASU 2024-03 requires Public Business Entities to disclose disaggregated information about specific natural expense categories underlying certain income statement expense line items that are considered “relevant.” |
January 1, 2027 for annual disclosures; January 1, 2028 for interim disclosures |
The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the incremental disaggregated expense information that will be required to be disclosed. | |||
| 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity |
ASU 2025-03 revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (VIE). The ASU is intended to improve comparability between business combinations that involve VIEs and those that do not. |
January 1, 2027 for annual disclosures. |
The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the new standard. | |||
ASU Number and Name |
Description |
Date of Adoption |
Effect on the unaudited interim Consolidated Financial Statements upon adoption | |||
2025-04, Compensation - StockCompensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer |
ASU 2025-04 clarifies the guidance in both ASC 606 and ASC 718 on the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer. The ASU is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. |
January 1, 2027 for annual disclosures. |
The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the new standard. | |||
(in thousands) |
Fair Value |
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Total purchase consideration |
$ | |||
Net assets acquired: |
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Inventory |
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Other assets |
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Intangible Assets |
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Other liabilities |
( |
) | ||
Non-controlling interest equity |
( |
) | ||
Net assets acquired |
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Goodwill |
$ | |||
(in thousands) |
Fair Value |
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Total purchase consideration |
$ | |||
Net assets acquired: |
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Inventory |
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Other assets |
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Intangible Assets |
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Other liabilities |
( |
) | ||
Non-controlling interest equity |
( |
) | ||
Net assets acquired |
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Goodwill |
$ | |||
4. |
Fair Value Measurements |
| • | Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
| • | Level 2 - Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. |
| • | Level 3 - Inputs to the valuation methodology are unobservable inputs based upon management’s best estimate of inputs that market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk. |
Level 1 |
Level 2 |
Level 3 |
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December 31, 2024 |
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Liabilities: |
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Contingent consideration payable |
$ | $ | $ | |||||||||
Fair value of financial instruments |
$ | $ | $ | |||||||||
Level 1 |
Level 2 |
Level 3 |
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June 30, 2025 |
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Liabilities: |
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Contingent consideration payable |
$ | $ | $ | |||||||||
Fair value of financial instruments |
$ | $ | $ | |||||||||
Balance at December 31, 2024 |
$ | |||
Current year acquisitions |
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Fair value adjustments |
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Payments |
( |
) | ||
Balance at June 30, 2025 |
$ | |||
5. |
Commitments and Contingencies |
6. |
Basic and Diluted Net Income Per Share |
| (in thousands) | Three Months Ended June 30, 2025 |
Six Months Ended June 30, 2025 |
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Numerator: |
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Net income |
$ | $ | ||||||
Less net income (loss) attributable to non-controlling interests |
( |
) | ( |
) | ||||
Net income attributable to Guardian Pharmacy Services, Inc. |
$ | $ | ||||||
Three Months Ended June 30, 2025 |
Six Months Ended June 30, 2025 |
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Class A |
Class B |
Class A |
Class B |
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Basic net income per share attributable to common stockholders |
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Numerator: |
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Allocation of net income attributable to Guardian Pharmacy Services, Inc. |
$ | $ | $ | $ | ||||||||||||
Denominator: |
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Weighted average number of shares of Class A and Class B common stock outstanding |
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Basic net income per share attributable to common stockholders |
$ | $ | $ | $ | ||||||||||||
Diluted net income per share attributable to common stockholders |
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Numerator: |
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Allocation of net income attributable to Guardian Pharmacy Services, Inc. |
$ | $ | $ | $ | ||||||||||||
Denominator: |
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Number of shares used in basic computation |
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Dilutive Restricted Stock Units and Class A and B Common Stock |
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Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income per share |
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Diluted net income per share attributable to common stockholders |
$ | $ | $ | $ | ||||||||||||
7. |
Share-based Compensation |
Three Months Ended June 30, |
Six Months Ended June 30, |
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2024 |
2025 |
2024 |
2025 |
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Pre-IPO awards |
$ | ( |
) | $ | $ | $ | ||||||||||
Unvested Class A and B common stock |
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Restricted stock units |
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Total share-based compensation expense (income) |
$ | ( |
) | $ | $ | $ | ||||||||||
Amount |
Weighted Average Remaining Service Period (years) |
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Unvested Class A and B common stock |
$ | |||||||
Restricted stock units |
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Total unamortized share-based compensation cost |
$ | |||||||
8. |
Segments |
Three Months Ended June 30, |
Six Months Ended June 30, |
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2024 |
2025 |
2024 |
2025 |
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| Revenue |
$ | $ | $ | $ | ||||||||||||
| Less: |
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| Employee expenses (excluding share-based compensation expense) |
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| Share-based compensation expense |
( |
) | ||||||||||||||
| Other segment items (1) |
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| Depreciation and amortization |
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| Interest expense |
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| Income taxes |
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| Segment net income |
$ | $ | $ | $ | ||||||||||||
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| Reconciliation of net income to consolidated statements of operations |
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| Adjustments and reconciling items |
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| Consolidated net income |
$ | $ | $ | $ | ||||||||||||
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| (1) | Other segment items included in operating segment net income include product expenses, legal expenses, rent and auto lease expenses, utilities expenses, maintenance expenses, and other overhead expenses. |
9. |
Income Taxes |
Table of Contents
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and our audited consolidated financial statements and related notes thereto and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2024.
This discussion and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions, that are based on the beliefs of our management. Our actual results could differ materially from those discussed in these forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”
Unless the context otherwise requires, the terms “Guardian,” the “Company,” “we,” “us” and “our” when used in this report mean Guardian Pharmacy Services, Inc. and all subsidiaries included in our consolidated financial statements.
Overview
We are a leading, highly differentiated pharmacy services company that provides an extensive suite of technology-enabled services designed to help residents of long-term health care facilities (“LTCFs”) adhere to their appropriate drug regimen, which in turn helps reduce the cost of care and improve clinical outcomes. We enter into contracts directly with LTCFs to serve as the principal pharmacy provider for their residents. In this capacity, we offer high-touch, individualized clinical, drug dispensing and administration capabilities that are tailored to serve the needs of residents in historically lower acuity LTCFs, such as assisted living facilities (“ALFs”) and behavioral health facilities (“BHFs”). Additionally, our robust capabilities enable us to serve residents in all types of LTCFs. Our services include prescription intake and adjudication management, packaging drugs into unit dose and/or multi-dose compliance packaging that are organized by date and time of administration, and electronically tracking each drug from delivery through administration to LTCF residents. We also offer training to caregivers and conduct mock audits to ensure compliance with pharmacy administration requirements, billing claims processing, government regulation and other matters. As of June 30, 2025, our 52 pharmacies served approximately 195,000 residents in approximately 7,400 LTCFs across 38 states.
While our national competitors have primarily focused on skilled nursing facilities (“SNFs”), we believe we enjoy a strong competitive position as a large and purpose-built provider of pharmacy services to ALFs and BHFs. More than two-thirds of our annual revenue for each of the past three years has been generated from residents of ALFs and BHFs, while the remainder has been
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generated primarily from residents of SNFs. LTCF industry trends, including aging demographics, increases in the number of assisted living residents, improving life expectancies and enhanced quality of care, have resulted in ALF and BHF resident populations that require assistance with their increasingly acute and complex healthcare needs. Through our value-added capabilities and local management model, we have been able to pass on to residents, LTCFs and health plan payors the benefits of our scale without compromising on the high-touch, localized customer service traditionally associated with an independent pharmacy. For this reason, we are well positioned to continue to serve ALFs and BHFs, which we believe to be the most attractive and highest growth sector of the LTCF market.
Our core growth strategy focuses on increasing the number of residents we serve through a combination of organic and acquired growth. Acquired growth represents growth in the number of residents served resulting from acquiring an operating pharmacy, which we measure using the number of residents served by the acquired pharmacy as of the acquisition date. Organic growth represents the increase in the number of residents served at existing pharmacies, our greenfield pharmacies, and acquired pharmacies subsequent to the acquisition date. We have generated organic growth through new and expanded LTCF relationships as well as increased resident adoption of our services in the facilities we already serve.
Corporate Reorganization and IPO
On September 27, 2024, the Company consummated its IPO of 8,000,000 shares of its Class A common stock, as described in the Prospectus. Also on September 27, 2024, the underwriters for the IPO exercised in full their option to purchase an additional 1,200,000 shares of Class A common stock. The 9,200,000 shares were issued at a public offering price of $14.00 per share, resulting in net proceeds to the Company of $119.8 million, after deducting underwriting discounts of $9.0 million. In addition to the underwriting discounts, the Company incurred $13.0 million of offering costs, which were recorded to additional paid-in capital.
Prior to the IPO, we conducted our business through Guardian Pharmacy, LLC, and its majority owned and wholly owned limited liability company subsidiaries, which were treated for income tax purposes as partnerships and disregarded entities, respectively. Immediately prior to the IPO, we completed a series of corporate reorganization transactions (the “Corporate Reorganization”), pursuant to which:
| • | All Preferred Units in Guardian Pharmacy, LLC were converted into Common Units, resulting in Guardian Pharmacy, LLC having only Common Units outstanding; |
| • | The membership interests, including Restricted Interest Unit awards, held by members other than Guardian Pharmacy, LLC in our subsidiaries (other than certain subsidiaries that were not parties to the Corporate Reorganization, as discussed below) were converted into Common Units of Guardian Pharmacy, LLC. The subsidiaries that participated in the Corporate Reorganization are referred to as the “Converted Subsidiaries”, and the subsidiaries that were not parties to the Corporate Reorganization (including those which were formed or acquired subsequent to the Corporate Reorganization) are referred to as the “Non-Converted Subsidiaries”; and |
| • | Guardian Pharmacy, LLC became a wholly-owned subsidiary of the Company by participating in a merger with a transitory subsidiary of the Company. Pursuant to the merger, each Common Unit of Guardian Pharmacy, LLC was converted into (i) one share of the Company’s Class B common stock, par value $0.001 per share (“Class B common stock”) and (ii) the right to receive $1.02 in cash per share, without interest (collectively, the “Merger Consideration”). In the merger, 54,094,232 shares of Class B common stock were issued in exchange for Common Units of Guardian Pharmacy, LLC. In accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation, such issued shares of Class B common stock automatically convert on a one-for-one basis into shares of the Company’s Class A common stock, par value $0.001 per share (“Class A common stock”), with 25% of each holder’s shares of Class B common stock converting into shares of Class A common stock on each of the following dates: (i) March 28, 2025; (ii) September 27, 2025; (iii) March 28, 2026; and (iv) September 27, 2026. The Merger Consideration was $55,176 and was paid using the proceeds from the IPO. |
As a result of the Corporate Reorganization, the Company became a holding company with no material assets other than its 100% interest in Guardian Pharmacy, LLC, and the Converted Subsidiaries became wholly owned subsidiaries of Guardian Pharmacy, LLC. In addition, Guardian Pharmacy, LLC remained the majority owner of each of the Non-Converted Subsidiaries.
The Non-Converted Subsidiaries are (i) greenfield start-up pharmacies in various stages of development and integration with Guardian and do not currently have material operations or (ii) pharmacies that we recently acquired. After a period of time that would typically be sufficient to allow such pharmacies to adopt our operating practices and experience meaningful growth in residents served and earnings, we expect to acquire the minority membership interests of such Non-Converted Subsidiaries.
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Conversion of Class B Common Stock to Class A Common stock
In accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation and the conversion schedule described in the Corporate Reorganization and IPO section above, on March 28, 2025, 13,519,946 shares of the Company’s Class B common stock automatically converted, in accordance with the terms of such class and without any further action by their holders or the Company, into an equal number of shares of the Company’s Class A common stock.
Follow-On Offering
In May 2025, the Company completed an underwritten follow-on public offering (“Q2 2025 Offering”) of 1,440,447 shares of Class A common stock at an offering price of $21.00 per share. We used all of the net proceeds from the Q2 2025 Offering to purchase 1,440,447 shares of outstanding Class A common stock that were issued upon conversion of shares of our Class B common stock that were originally issued in connection with our Corporate Reorganization. The 1,440,447 shares of Class A common stock purchased by the Company were cancelled, resulting in no change to the total number of Class A common stock outstanding. We did not retain any of the proceeds from the sale of shares in the offering.
As part of the Q2 2025 offering, certain selling shareholders, consisting of the Company’s founders (the “Guardian Founders”), sold 6,059,553 shares of Class A common stock. We did not receive any proceeds from the sale of shares by the selling shareholders in this offering.
Factors Affecting the Comparability of Our Results of Operations
Our results of operations for the three and six months ended June 30, 2025 and the corresponding period in 2024 have been affected by the following, among other factors, which must be understood to assess the comparability of our period-to-period financial performance and condition.
Acquisitions
Our growth strategy involves periodically acquiring institutional pharmacies servicing LTCFs and their residents as well as residents in other care settings. Our strategy includes the acquisition of freestanding institutional pharmacy businesses as well as other assets, generally less significant in size, which are combined with existing pharmacy operations to augment internal organic growth.
During 2024 and 2025, we completed acquisitions of various pharmacy operations (the “Acquisitions”). The operating results of the Acquisitions were a contributing factor in certain changes in the results of operations for the three and six months ended June 30, 2025 compared to the corresponding periods in 2024. Acquisition impacts are considered when the beginning of the comparative period precedes the acquisition date.
Components of Results of Operations
Revenues. We recognize revenue at the time of delivery of prescriptions and other pharmacy services to the LTCF, at which time control has been transferred. Revenue recognized reflects the consideration we expect to receive in exchange for these goods and services.
Cost of goods sold. Cost of goods sold consists primarily of expenses associated with the fulfillment and delivery of the prescription. Cost of goods sold also includes associated pharmacy personnel-related expenses, including salaries and benefits, delivery charges and other supporting overhead costs (such as rent and depreciation and amortization of assets used in the fulfillment and delivery of the prescription).
Selling, general, and administrative expenses. Selling, general, and administrative expenses consist primarily of personnel-related expenses, including share-based compensation, salaries and benefits, for our employees at the pharmacies and support services engaged in other pharmacy related activities including sales and marketing, finance, legal, human resources, purchasing and other administrative functions. Selling, general, and administrative expenses also include facilities-related expenses, software expenses, sales and marketing expenses, insurance premiums, professional services expenses, including for outside legal and accounting services, other overhead costs, changes in the fair value of contingent payments related to acquisitions, depreciation related to long lived assets, and amortization of intangible assets.
Prior to the Corporate Reorganization and IPO, share-based compensation expense primarily represented non-cash recognition of changes in the value of Restricted Interest Unit awards. These awards contained a cash settlement feature and were accounted for as a liability in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These units remained in place until they were (a) forfeited (which occurs when the employee leaves before the units are fully vested), (b) paid out
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(we purchase the units at a calculated value upon termination of employment) or (c) converted into shares as a result of a major capital event such as a sale or public offering. These units vest in their entirety on the third anniversary of their grant date. The value of the units is recognized ratably over the vesting period and is remeasured and reported at the end of each quarter based on the change in calculated value pursuant to our Restricted Interest Purchase Agreements. The primary inputs used to value the units include the accumulated vesting status of the issued units, the trailing four quarters of our adjusted earnings, inclusive of share-based compensation expense (income), and our outstanding capital and debt obligations as of the quarterly measurement date. The liability and corresponding expense are adjusted on a quarterly basis. Based on the number of participants and units outstanding, trailing earnings, forfeitures and other factors, we have experienced volatility in our share-based compensation liability. This calculation has in turn had a significant impact on our net income for the periods presented.
In connection with the Corporate Reorganization and IPO, all outstanding Restricted Interest Unit awards, other than those issued by Non-Converted Subsidiaries, were converted into shares of Class B common stock and are no longer considered a liability. In addition to the unvested Class B common stock issued in connection with the Corporate Reorganization and IPO, the Company has share-based compensation awards in the form of restricted stock units, which are settled in shares of Class A common stock upon vesting and are considered equity-based awards.
Interest expense. Interest expense consists of interest on long-term debt and line of credit under our credit facility and finance leases.
Other expense (income), net. Other expense, net consists primarily of gain (loss) on asset disposals and interest income earned on cash deposits.
Provision for income taxes. Provision for income taxes consists primarily of income taxes in certain jurisdictions in which we conduct business.
Results of Operations for the Three and Six Months Ended June 30, 2024 and 2025
The following table sets forth our consolidated statements of operations data for the three and six months ended June 30, 2024 and 2025, respectively. The year-over-year comparison of results of operations is not necessarily indicative of results for future periods.
| Three Months Ended June 30, |
Six Months Ended June 30, |
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| (in thousands) | 2024 | 2025 | 2024 | 2025 | ||||||||||||
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| Revenues |
$ | 300,037 | $ | 344,334 | $ | 575,447 | $ | 673,642 | ||||||||
| Cost of goods sold |
238,749 | 276,188 | 459,058 | 541,147 | ||||||||||||
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| Gross profit |
61,288 | 68,146 | 116,389 | 132,495 | ||||||||||||
| Selling, general, and administrative expenses (1) |
44,283 | 55,566 | 91,451 | 106,910 | ||||||||||||
| Operating income |
17,005 | 12,580 | 24,938 | 25,585 | ||||||||||||
| Other expenses (income): |
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| Interest expense |
1,066 | 172 | 1,831 | 342 | ||||||||||||
| Other expense (income), net |
91 | (179 | ) | 164 | (450 | ) | ||||||||||
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| Total other expenses (income) |
1,157 | (7 | ) | 1,995 | (108 | ) | ||||||||||
| Income before income taxes |
15,848 | 12,587 | 22,943 | 25,693 | ||||||||||||
| Provision for income taxes |
— | 3,760 | — | 7,593 | ||||||||||||
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| Net income |
15,848 | 8,827 | 22,943 | 18,100 | ||||||||||||
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| Less net income attributable to Guardian Pharmacy, LLC prior to the Corporate Reorganization |
10,624 | — | 13,410 | — | ||||||||||||
| Less net income (loss) attributable to non-controlling interests (2) |
5,224 | (203 | ) | 9,533 | (378 | ) | ||||||||||
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| Net income attributable to Guardian Pharmacy Services, Inc. |
$ | — | $ | 9,030 | $ | — | $ | 18,478 | ||||||||
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| Adjusted EBITDA (3) |
$ | 21,676 | $ | 24,952 | $ | 41,931 | $ | 48,385 | ||||||||
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| (1) | Included in selling, general, and administrative expenses is share-based compensation expense (income) of ($272) and $4,446 during the three months ended June 30, 2024 and 2025, respectively, and $5,673 and $8,414 during the six months ended June 30, 2024 and 2025, respectively. For the three and six months ended June 30, 2024, this share-based compensation expense primarily represents non-cash recognition of changes in the value of Restricted Interest Unit awards, and has historically been recorded as a liability using a cash settlement methodology as calculated on a quarterly basis. For the three and six months ended June 30, 2025, this share-based compensation expense primarily represents the incremental expense recognized for Restricted Interest Unit awards that were modified in connection with the Corporate Reorganization and IPO, and share-based compensation expense for Restricted Stock Units granted for Class A common stock. |
| (2) | For the three and six months ended June 30, 2024, these figures, for both Converted Subsidiaries and Non-Converted Subsidiaries, reflect minority membership interests in our subsidiaries preceding the Corporate Reorganization and IPO. For the three and six months ended June 30, 2025, these figures reflect the minority membership interest for the Non-Converted Subsidiaries subsequent to the Corporate Reorganization and IPO. |
| (3) | See “—Adjusted EBITDA and Other Non-GAAP Financial Measures” below for more information and for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP. |
Revenue
| Three Months Ended June 30, |
% Change | Six Months Ended June 30 |
% Change | |||||||||||||||||||||
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| Revenue |
$ | 300,037 | $ | 344,334 | 14.8 | % | $ | 575,447 | $ | 673,642 | 17.1 | % | ||||||||||||
Revenue for the three months ended June 30, 2025 increased by $44.3 million or 14.8% compared to the three months ended June 30, 2024. $9.9 million of the increase was attributable to revenue from the Acquisitions, with the remaining $34.4 million of the increase attributable to the organic growth of our business. Further, the increase was attributable to increases in the number of residents served from 174,000 residents during June 2024 to 195,000 residents during June 2025 and prescriptions dispensed from 6.2 million during the three months ended June 30, 2024 to 7.0 million during the three months ended June 30, 2025, as well as annual drug price inflation.
Revenue for the six months ended June 30, 2025 increased by $98.2 million or 17.1% compared to the six months ended June 30, 2024. $30.1 million of the increase was attributable to revenue from the Acquisitions, with the remaining $68.1 million of the increase attributable to the organic growth of our business. Further, the increase was attributable to increases in the number of residents served from 174,000 residents during June 2024 to 195,000 residents during June 2025 and prescriptions dispensed from 12.0 million during the six months ended June 30, 2024 to 13.7 million during the six months ended June 30, 2025, as well as annual drug price inflation.
Cost of goods sold
| Three Months Ended June 30, |
% Change | Six Months Ended June 30, |
% Change | |||||||||||||||||||||
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| Cost of goods sold |
$ | 238,749 | $ | 276,188 | 15.7 | % | $ | 459,058 | $ | 541,147 | 17.9 | % | ||||||||||||
| Percentage of revenue |
79.6 | % | 80.2 | % | 79.8 | % | 80.3 | % | ||||||||||||||||
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Cost of goods sold for the three months ended June 30, 2025 increased by $37.4 million or 15.7% compared to the three months ended June 30, 2024. $8.6 million of the increase was attributable to the Acquisitions, with the remaining $28.8 million of the increase attributable to the organic growth of our business. Cost of goods sold as a percentage of revenue increased from 79.6% to 80.2% during the three months ended June 30, 2025.
Cost of goods sold for the six months ended June 30, 2025 increased by $82.1 million or 17.9% compared to the six months ended June 30, 2024. $27.4 million of the increase was attributable to the Acquisitions, with the remaining $54.7 million of the increase attributable to the organic growth of our business. Cost of goods sold as a percentage of revenue increased from 79.8% to 80.3% during the six months ended June 30, 2025.
Selling, general, and administrative expenses
| Three Months Ended June 30, | % Change | Six Months Ended June 30, | % Change | |||||||||||||||||||||
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| Selling, general, and administrative expenses |
$ | 44,283 | $ | 55,566 | 25.5 | % | $ | 91,451 | $ | 106,910 | 16.9 | % | ||||||||||||
| Percentage of revenue |
14.8 | % | 16.1 | % | 15.9 | % | 15.9 | % | ||||||||||||||||
Selling, general and administrative expenses increased $11.3 million or 25.5% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. $6.6 million of the increase was driven by an increase in average employee headcount, with $5.2 million resulting from organic growth and $1.4 million resulting from the Acquisitions. Additionally, $4.7 million of the increase was driven by increases in share-based compensation expense. Selling, general and administrative expenses as a percentage of revenue increased from 14.8% to 16.1% based primarily on increases to share-based compensation expense described above.
Selling, general and administrative expenses increased $15.5 million or 16.9% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. $12.8 million of the increase was driven by an increase in average employee headcount, with $8.3 million resulting from organic growth and $4.5 million resulting from the Acquisitions. Additionally, $2.7 million of the increase was driven by increases in share-based compensation expense. Selling, general and administrative expenses as a percentage of revenue decreased from 15.9% to 15.9%.
Interest expense
| Three Months Ended June 30, | % Change | Six Months Ended June 30, | % Change | |||||||||||||||||||||
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| Interest expense |
1,066 | 172 | (83.9 | )% | 1,831 | 342 | (81.3 | )% | ||||||||||||||||
Interest expense decreased by $0.9 million or (83.9)% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was due to having no balances outstanding under the Credit Facility (see “-Liquidity and Capital Resources” below) during the three months ended June 30, 2025.
Interest expense decreased by $1.5 million or (81.3)% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was due to having no balances outstanding under the Credit Facility (see “-Liquidity and Capital Resources” below) during the six months ended June 30, 2025.
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Provision for income taxes
| Three Months Ended June 30, | % Change | Six Months Ended June 30, | % Change | |||||||||||||||||||||
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| Provision for income taxes |
$ | — | $ | 3,760 | N/A | $ | — | $ | 7,593 | N/A | ||||||||||||||
Income tax expense was $3.8 million and $7.6 million for the three and six months ended June 30, 2025, respectively. Prior to the IPO, we conducted our business through Guardian Pharmacy, LLC, and its majority-owned and wholly-owned limited liability company subsidiaries, which were treated for income tax purposes as partnerships and disregarded entities, respectively. As such, no income tax expense was recorded during the three months and six months ended June 30, 2024.
Adjusted EBITDA and Other Non-GAAP Financial Measures
To supplement the results presented in our consolidated financial statements in accordance with GAAP, we also present Adjusted EBITDA, Adjusted EPS and Adjusted SG&A, which are financial measures not based on any standardized methodology prescribed by GAAP.
We define Adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization, as adjusted to exclude the impact of items and amounts that we view as not indicative of our core operating performance, including share-based compensation, acquisition accounting adjustments, certain legal and regulatory items, and financing-related and other activities.
We define Adjusted EPS as diluted net income (loss) per share of Class A and Class B common stock (“EPS”) before the diluted per share impacts of share-based compensation expense, certain legal and other regulatory items, financing-related and other activities, amortization expense associated with acquisition-related intangible assets, and the income tax impact of the adjustments.
We define Adjusted SG&A as GAAP selling, general, and administrative expenses adjusted to exclude the impact of share-based compensation, expenses relating to certain legal and regulatory items, and financing-related and other activities.
Adjusted EBITDA, Adjusted EPS and Adjusted SG&A do not have a definition under GAAP, and our definition of Adjusted EBITDA, Adjusted EPS and Adjusted SG&A may not be the same as, or comparable to, similarly titled measures used by other companies.
We use Adjusted EBITDA, Adjusted EPS, and Adjusted SG&A to better understand and evaluate our core operating performance and trends. We believe that presenting Adjusted EBITDA, Adjusted EPS, and Adjusted SG&A provides useful information to investors in understanding and evaluating our operating results, as it permits investors to view our core business performance using the same metrics that management uses to evaluate our performance.
There are a number of limitations related to the use of Adjusted EBITDA, Adjusted EPS, and Adjusted SG&A rather than the most directly comparable GAAP financial measure, including:
| • | Adjusted EBITDA does not reflect interest and income tax payments that represent a reduction in cash available to us; |
| • | Depreciation and amortization are non-cash charges and the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; |
| • | Adjusted EBITDA and Adjusted EPS does not reflect changes in, or cash requirements for, our working capital needs; |
| • | Adjusted EBITDA, Adjusted EPS, and Adjusted SG&A do not consider the impact of share-based compensation; and |
| • | Adjusted EBITDA, Adjusted EPS, and Adjusted SG&A exclude the impact of certain legal and regulatory items, which can affect our current and future cash requirements. |
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Because of these limitations, Adjusted EBITDA, Adjusted EPS, and Adjusted SG&A should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. You should consider Adjusted EBITDA, Adjusted EPS, and Adjusted SG&A alongside other financial measures, including net income, diluted EPS, GAAP selling, general, and administrative expense and our other financial results presented in accordance with GAAP.
A reconciliation of Adjusted EBITDA to net income, of Adjusted EPS to diluted EPS, and of Adjusted SG&A to GAAP selling, general, and administrative expense, the most directly comparable GAAP financial measures, are set forth below.
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in thousands) | 2024 | 2025 | 2024 | 2025 | ||||||||||||
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| Net income |
15,848 | 8,827 | 22,943 | 18,100 | ||||||||||||
| Add: |
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| Interest expense (income), net |
1,066 | (68 | ) | 1,831 | (70 | ) | ||||||||||
| Depreciation and amortization |
4,874 | 5,489 | 9,625 | 10,756 | ||||||||||||
| Provision for income taxes |
— | 3,760 | — | 7,593 | ||||||||||||
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| EBITDA |
$ | 21,788 | $ | 18,008 | $ | 34,399 | $ | 36,379 | ||||||||
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| Share-based compensation (1) |
(272 | ) | 4,446 | 5,673 | 8,414 | |||||||||||
| Certain legal & other regulatory matters (2) |
1,830 | 1,482 | 3,529 | 1,778 | ||||||||||||
| Financing-related and other activities (3) |
— | 1,016 | — | 1,814 | ||||||||||||
| Other (4) |
$ | (1,670 | ) | $ | — | $ | (1,670 | ) | $ | — | ||||||
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| Adjusted EBITDA |
$ | 21,676 | $ | 24,952 | $ | 41,931 | $ | 48,385 | ||||||||
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| Net income as a percentage of revenue |
5.3 | % | 2.6 | % | 4.0 | % | 2.7 | % | ||||||||
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| Adjusted EBITDA as a percentage of revenue |
7.2 | % | 7.2 | % | 7.3 | % | 7.2 | % | ||||||||
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| Diluted EPS |
N/A | $ | 0.14 | N/A | $ | 0.29 | ||||||||||
| Share-based compensation (1) |
N/A | 0.07 | N/A | 0.13 | ||||||||||||
| Certain legal & other regulatory matters (2) |
N/A | 0.02 | N/A | 0.03 | ||||||||||||
| Financing-related and other activities (3) |
N/A | 0.02 | N/A | 0.03 | ||||||||||||
| Acquisition-related intangible asset amortization (5) |
N/A | 0.01 | N/A | 0.03 | ||||||||||||
| Income tax impact of adjustments (6) |
N/A | (0.03 | ) | N/A | (0.04 | ) | ||||||||||
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| Adjusted EPS |
N/A | $ | 0.23 | N/A | $ | 0.47 | ||||||||||
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| Weighted average common shares outstanding used in calculating diluted U.S. GAAP net income per share |
N/A | 63,203,003 | N/A | 63,055,106 | ||||||||||||
| Weighted average common shares outstanding used in calculating diluted Non-GAAP net income per share |
N/A | 63,203,003 | N/A | 63,055,106 | ||||||||||||
| GAAP selling, general, and administrative expenses |
$ | 44,283 | $ | 55,566 | $ | 91,451 | $ | 106,910 | ||||||||
| Subtract: |
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| Share-based compensation (1) |
(272 | ) | 4,446 | 5,673 | 8,414 | |||||||||||
| Certain legal & other regulatory matters (2) |
1,830 | 1,482 | 3,529 | 1,778 | ||||||||||||
| Financing-related and other activities (3) |
— | 1,016 | — | 1,814 | ||||||||||||
| Adjusted SG&A |
$ | 42,725 | $ | 48,622 | $ | 82,249 | $ | 94,904 | ||||||||
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| GAAP selling, general, and administrative expenses as a percentage of revenue |
14.8 | % | 16.1 | % | 15.9 | % | 15.9 | % | ||||||||
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| Adjusted SG&A as a percentage of revenue |
14.2 | % | 14.1 | % | 14.3 | % | 14.1 | % | ||||||||
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| (1) | Prior to the Corporate Reorganization and IPO, our share-based compensation expense primarily represented non-cash recognition of changes in the value of Restricted Interest Unit awards, which had historically been recorded as a liability using a cash settlement methodology as calculated on a quarterly basis. In connection with the Corporate Reorganization and IPO, certain Restricted Interest Unit awards were modified, resulting in the modified awards being equity classified. Share-based compensation expense for the three and six months ended June 30, 2025 relates to equity-classified awards. |
| (2) | Represents non-recurring attorney’s fees, settlement costs and other expenses associated with certain legal proceedings. The Company excludes such charges when evaluating operating performance because it does not incur such charges on a predictable basis and exclusion allows for consistent evaluation of operations. |
| (3) | Represents non-recurring costs associated with various financing-related activities and costs to transition to a public company. |
| (4) | Represents non-recurring proceeds from settlements related to payor reimbursement, which were recorded as revenue upon settlement. |
| (5) | Represents amortization expense associated with the acquisition-related intangible assets, such as customer lists and trademarks. |
| (6) | Represents the income tax impact of non-GAAP adjustments, calculated using the estimated tax rate for the respective non-GAAP adjustment. |
Liquidity and Capital Resources
We have historically financed our business and acquisitions primarily through cash from operations and borrowings under our credit facility and, more recently, sales of our Class A common stock in our IPO. We use cash in the ordinary course of our operations primarily for prescription drug acquisition costs, capital expenditures, and personnel costs. As of June 30, 2025, we had $18.8 million in cash and cash equivalents. Our cash primarily consists of demand deposits held with a large regional financial institution.
On May 13, 2024, the Company entered into the Sixth Amendment to the Third Amended and Restated Loan and Security Agreement (the “2024 Amendment”) to the existing credit facility with Regions Bank (the “Credit Facility”). The Credit Facility provides for term loans (the “Term Loan”) and a line of credit. The 2024 Amendment extended the maturity date of the Credit Facility from April 23, 2025 to April 23, 2027. The line of credit under the Credit Facility bears an interest rate equal to the one-month Secured Overnight Financing Rate (“SOFR”) plus an additional rate of 1.80% to 2.80% based on certain financial ratios maintained by the Company. The total amount available under the line of credit as of June 30, 2025 is $40 million and we have the ability to increase our overall Credit Facility up to $75 million.
As of June 30, 2025, we had no amounts of principal outstanding under the Term Loan and no borrowings outstanding under the line of credit.
We believe our existing cash and cash equivalents, expected cash flows provided by our operations, and the amounts available under our Credit Facility will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months and for the foreseeable future, though we may require additional capital resources in the future.
Net Cash Flows
For the six months ended June 30, 2024 and 2025, respectively, our net cash flows provided by / (used in) were as follows:
| (in thousands) | Six Months Ended June 30, |
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| 2024 | 2025 | |||||||
| Operating activities |
37,787 | 37,486 | ||||||
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| Investing activities |
(16,702 | ) | (18,549 | ) | ||||
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| Financing activities |
(20,299 | ) | (4,780 | ) | ||||
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Operating Activities
Cash flows provided by operating activities consist of our net income principally adjusted for certain non-cash items, such as depreciation and amortization, provision for losses on accounts receivable, and share-based compensation expense. Cash flows used in operating activities consist primarily of changes in our operating assets and liabilities. Subsequent to the Corporate Reorganization and IPO, income tax payments and receivables are presented as changes in operating assets and liabilities within operating activities.
Net cash provided by operating activities for the six months ended June 30, 2025 decreased by $0.3 million compared to the corresponding period in 2024. The decrease was primarily due to decreases in other current liabilities, driven by income tax payments, decreases in accounts payable, and increases in inventory, offset by decreases in accounts receivable and increases in accrued compensation when compared to the corresponding period in 2024.
Investing Activities
Cash flows provided by investing activities consist primarily of proceeds from disposition of property and equipment. Cash flows used in investing activities consist primarily of acquisitions and capital expenditures relating to our new and existing pharmacy locations.
Net cash used in investing activities for the six months ended June 30, 2025 increased by $1.8 million compared to the corresponding period in 2024. The increase was primarily due to the increase in cash paid for purchases of property plant and equipment of $3.4 million, offset by $1.3 million less in cash paid for acquisitions compared to the corresponding period in 2024.
Financing Activities
Cash flows provided by financing activities consist primarily of borrowings from the line of credit and sale of our common stock. Cash flows used in financing activities consist primarily of repayment of borrowings from the term loan (recorded as repayment of notes payable) and the line of credit, and payment of equity offering costs associated with the IPO. Prior to the Corporate Reorganization and IPO, cash flows used in financing activities included significant distributions to equity holders (inclusive of non-controlling interests) of Guardian Pharmacy, LLC, mostly consisting of distributions to fund income tax liabilities and operational distributions, as well as return of capital.
Net cash used in financing activities for the six months ended June 30, 2025 decreased by $15.5 million compared to the corresponding period in 2024. The decrease is primarily due to decreases in distributions to equity holders (inclusive of non-controlling interest) of $31.5 million when compared to the corresponding period in 2024, offset by decreases in the cash provided by borrowings from note payable of $15.0 million when compared to the corresponding period in 2024.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with GAAP. Preparing our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses as well as related disclosures. Because these estimates and judgments may change from period to period, actual results could differ materially, which may negatively affect our financial condition or results of operations. We base our estimates and judgments on historical experience and various other assumptions that we consider reasonable, and we evaluate these estimates and judgments on an ongoing basis.
See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed for the year ended December 31, 2024, for further discussion of critical accounting estimates. There were no material changes to our critical accounting policies with which the estimates are developed since December 31, 2024.
Recent Accounting Pronouncements
Refer to Note 2 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for accounting pronouncements adopted and recent accounting pronouncements not yet adopted as of the date of this Quarterly Report on Form 10-Q.
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JOBS Act Accounting Election
The JOBS Act permits EGCs to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use the extended transition period for complying with certain new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.
We could remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of our IPO, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (c) the date on which we have issued more than $1.0 billion in non-convertible debt securities during any three-year period.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. We held cash and cash equivalents of $18.8 million as of June 30, 2025, which primarily consist of demand deposits held with financial institutions. Changes in interest rates affect the interest income we earn on our cash and cash equivalents and the fair value of our cash equivalents. Historical fluctuations in interest rates have not had a significant impact on our financial condition or results of operations, and a hypothetical 100 basis point increase or decrease in interest rates would not have a material impact on the value of our cash and cash equivalents or on our future financial condition or results of operations.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2025.
Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, our disclosure controls and procedures were designed, and were effective, to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting
During the three and six months ended June 30, 2025, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
From time to time, we and our pharmacies are involved and will continue to be involved in various claims relating to, and arising out of, our business and our operations. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
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ITEM 1A. Risk Factors
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks factors described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, together with all of the information in this Quarterly Report on Form 10-Q and the other documents that we file with the SEC from time to time, before deciding whether to invest in our Class A common stock. Any of these risks could materially and adversely affect our business, financial condition, results of operations and prospects. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment. There have been no material changes to the risk factors described in the Annual Report on Form 10-K.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
None.
Use of Proceeds
On September 27, 2024, we completed our IPO in which we issued and sold 8,000,000 shares of Class A common stock at a public offering price of $14.00 per share. Also on September 27, 2024, the underwriters for the IPO exercised in full their overallotment option to purchase 1,200,000 additional shares of Class A common stock. Following such sales, we received net proceeds of $119.8 million after deducting underwriter discounts of $9.0 million. All shares sold were registered pursuant to the Company’s registration statement on Form S-1, as amended (Registration No. 333 274847) (the “Initial Registration Statement”) and the related registration statement on Form S-1 (Registration No. 333-282344) filed pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement” and, together with the Initial Registration Statement, the “Registration Statement”). The Initial Registration Statement was declared effective by the SEC on September 25, 2024, and the 462(b) Registration Statement became effective on September 26, 2024 upon filing with the SEC pursuant to Rule 462(b) under the Securities Act. We used $55.2 million of the net proceeds from the IPO to fund the aggregate cash portion of merger consideration payable in connection with the Corporate Reorganization and $20.0 million to repay certain borrowings on the line of credit under our existing credit facility. We intend to use the balance of the net proceeds for general corporate purposes and working capital. The representative of the underwriters for the IPO was Raymond James & Associates, Inc.
Purchases of Equity Securities by the Issuer or Affiliated Purchasers
Follow-On Offering
In May 2025, the Company completed an underwritten follow-on public offering (“Q2 2025 Offering”) of 1,440,447 shares of Class A common stock at an offering price of $21.00 per share. We used all of the net proceeds from the Q2 2025 Offering to purchase 1,440,447 shares of outstanding Class A common stock that were issued upon conversion of shares of our Class B common stock that were originally issued in connection with our Corporate Reorganization. The purchases were made pursuant to stock purchase agreements at a purchase price per share of $20.16 (equal to the $21.00 per share offering price in the Q2 2025 Offering, less the underwriting discount of $0.84 per share). The 1,440,447 shares of Class A common stock purchased by the Company were cancelled, resulting in no change to the total number of Class A common stock outstanding. We did not retain any of the proceeds from the sale of shares in the offering.
The following table summarizes our share repurchase activity for the three months ended June 30, 2025, all of which shares were repurchased pursuant to the transactions described above:
| Period | Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) |
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| April 1 through April 30, 2025 |
— | $ | — | — | $ | — | ||||||||||
| May 1 through May 31, 2025 |
1,440,447 | 20.16 | — | — | ||||||||||||
| June 1 through June 30, 2025 |
— | — | — | — | ||||||||||||
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| 1,440,447 | — | |||||||||||||||
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ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
Rule 10b5-1 Plans
During the quarter ended June 30, 2025, none of the Company’s directors and officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.
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ITEM 6. Exhibits
| + | Indicates management contract or compensatory plan. |
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SIGNATURES
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.
| Guardian Pharmacy Services, Inc. | ||||||
| Date: August 11, 2025 | By: | /s/ David K. Morris | ||||
| David K. Morris | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
| (Principal Financial and Accounting Officer) | ||||||
36