GUARDIAN PHARMACY SERVICES, INC., 10-K filed on 3/26/2025
Annual Report
v3.25.1
Cover Page - USD ($)
 12 Months Ended
Dec. 31, 2024
Mar. 15, 2025
Jun. 30, 2024
Document Information [Line Items]      
Document Type 10-K    
Document Period End Date Dec. 31, 2024    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Current Fiscal Year End Date --12-31    
Amendment Flag false    
Entity Registrant Name Guardian Pharmacy Services, Inc.    
Entity Central Index Key 0001802255    
Entity File Number 001-42284    
Entity Incorporation, State or Country Code DE    
Document Transition Report false    
Entity Tax Identification Number 87-3627139    
Entity Address, Address Line One 300 Galleria Parkway SE    
Entity Address, Address Line Two Suite 800    
Entity Address, City or Town Atlanta    
Entity Address, State or Province GA    
Entity Address, Postal Zip Code 30339    
City Area Code 404    
Local Phone Number 810-0089    
Trading Symbol GRDN    
Security Exchange Name NYSE    
Title of 12(b) Security Class A Common Stock, par value $0.001 per share    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Shell Company false    
Entity Ex Transition Period false    
Document Annual Report true    
Document Financial Statement Error Correction [Flag] false    
ICFR Auditor Attestation Flag false    
Entity Voluntary Filers No    
Entity Well-known Seasoned Issuer No    
Entity Public Float     $ 0
Auditor Name Ernst & Young LLP    
Auditor Firm ID 42    
Auditor Location Atlanta, Georgia    
Common Class A [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   9,200,000  
Common Class B [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   54,087,158  
v3.25.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 4,660 $ 752
Accounts receivable, net 97,153 77,262
Inventories 40,550 36,727
Other current assets 9,622 14,864
Total current assets 151,985 129,605
Property and equipment, net 49,883 45,064
Intangible assets, net 14,912 11,979
Goodwill 69,296 56,046
Operating lease right-of-use assets 29,079 28,113
Deferred tax assets 5,272 0
Other assets 383 358
Total assets 320,810 271,165
Current liabilities:    
Accounts payable 102,420 85,603
Accrued compensation 14,430 16,961
Line of credit   9,000
Notes payable, current portion   3,977
Operating leases, current portion 6,836 6,229
Other current liabilities 20,435 16,245
Total current liabilities 144,121 138,015
Notes payable, net of current portion   18,992
Operating leases, net of current portion 23,297 22,803
Other liabilities 3,416 31,496
Total liabilities 170,834 211,306
Commitments and contingencies (see Note 6)
Equity:    
Members' equity   28,209
Additional paid-in capital 125,484  
Retained earnings 17,124  
Non-controlling interests 7,305 31,650
Total equity 149,976 59,859
Total liabilities and equity 320,810 $ 271,165
Class A common stock [Member]    
Equity:    
Common stock 9  
Class B common stock [Member]    
Equity:    
Common stock $ 54  
v3.25.1
Consolidated Balance Sheets (Parenthetical)
Dec. 31, 2024
$ / shares
shares
Class A common stock [Member]  
Common stock, par or stated value per share | $ / shares $ 0.001
Common Stock [Member] | Class A common stock [Member]  
Common stock, shares authorized 700,000,000
Common stock, par or stated value per share | $ / shares $ 0.001
Common stock, shares, issued 9,200,000
Common stock, shares, outstanding 9,200,000
Common Stock [Member] | Class B common stock [Member]  
Common stock, shares authorized 100,000,000
Common stock, par or stated value per share | $ / shares $ 0.001
Common stock, shares, issued 54,087,158
Common stock, shares, outstanding 54,087,158
v3.25.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Revenues $ 1,228,409 $ 1,046,193
Cost of goods sold 984,038 837,883
Gross profit 244,371 208,310
Selling, general, and administrative expenses 307,291 167,364
Operating income (loss) (62,920) 40,946
Other expenses:    
Interest expense 3,278 2,859
Other expense, net 279 367
Total other expenses 3,557 3,226
Income (loss) before income taxes (66,477) 37,720
Provision for income taxes 4,556 0
Net income (loss) (71,033) 37,720
Less net income attributable to Guardian Pharmacy, LLC prior to the Corporate Reorganization 22,760 23,902
Less net income attributable to non-controlling interests 16,254 $ 13,818
Net income (loss) attributable to Guardian Pharmacy Services, Inc. $ (110,047)  
Class A and Class B common stock [Member]    
Net income (loss) per share of Class A and Class B common stock    
Basic [1] $ (1.77)  
Diluted [1] $ (1.77)  
Weighted-average Class A and Class B common shares outstanding    
Basic 62,005,811  
Diluted 62,005,811  
[1] Basic and diluted net income (loss) per share of Class A and Class B common stock is applicable only for the period from September 27, 2024 through December 31, 2024, which is the period following the initial public offering (“IPO”) and related Corporate Reorganization (as defined in Note 1 to the Consolidated Financial Statements). See Note 10 Basic and Diluted Loss Per Share for the number of shares used in the computation of net income (loss) per share of Class A and Class B common stock and the basis for the computation of net income (loss) per share.
v3.25.1
Consolidated Statements of Changes in Members' Equity and Stockholders' Equity - USD ($)
$ in Thousands
Total
Class A [Member]
Class B [Member]
Members' Equity [Member]
Common Stock [Member]
Class A [Member]
Common Stock [Member]
Class B [Member]
Additional Paid-in capital [Member]
Retained Earnings [Member]
Non-Controlling Interests [Member]
Beginning Balance at Dec. 31, 2022 $ 75,929     $ 42,729         $ 33,200
Contributions 889               889
Non-cash equity contribution 225               225
Net income 37,720     23,902         13,818
Distributions (54,904)     (38,422)         (16,482)
Ending Balance at Dec. 31, 2023 59,859     28,209         31,650
Net income (71,033)                
Net income prior to Corporate Reorganization 39,110     22,760         16,350
Contributions prior to Corporate Reorganization 2,107               2,107
Distributions prior to Corporate Reorganization (50,329)     (36,050)         (14,279)
Non-cash equity contribution prior to Corporate Reorganization 4,989               4,989
Conversion of non-controlling interest into Guardian Pharmacy, LLC common units       34,169         (34,169)
Conversion of Restricted Interest Unit awards into Guardian Pharmacy, LLC common units 142,498     142,498          
Conversion of Guardian Pharmacy, LLC common units into Class B common stock of Guardian Pharmacy Services, Inc. (Shares)           54,094,232      
Conversion of Guardian Pharmacy, LLC common units into Class B common stock of Guardian Pharmacy Services, Inc.       $ (191,586)   $ 54 $ 9,185 $ 182,347  
Issuance of Class A common stock, net of costs (Shares)         9,200,000        
Issuance of Class A common stock, net of costs 106,762       $ 9   106,753    
Payments to Class B common stock stockholders of $1.02 per share (55,176)             (55,176)  
Recognition of deferred tax asset, net from Corporate Reorganization 5,973           5,973    
Net income (loss) attributable to Guardian Pharmacy Services, Inc. (110,047) $ (16,261) $ (93,786)         (110,047)  
Share-based compensation forfeitures (Shares)           (7,074)      
Net income (loss) attributable to non-controlling interest subsequent to Corporate Reorganization (96)               (96)
Share-based compensation forfeitures (1)           (1)    
Contributions Subsequent To Corporate Reorganization 651               651
Non-cash equity contribution subsequent to Corporate Reorganization 286               286
Distributions Subsequent To Corporate Reorganization (184)               (184)
Equity-based compensation subsequent to Corporate Reorganization 3,574           3,574    
Ending Balance at Dec. 31, 2024 $ 149,976       $ 9 $ 54 $ 125,484 $ 17,124 $ 7,305
Ending Balance (Shares) at Dec. 31, 2024         9,200,000 54,087,158      
v3.25.1
Consolidated Statements of Changes in Members' Equity and Stockholders' Equity (Parenthetical)
 12 Months Ended
Dec. 31, 2024
$ / shares
Statement of Stockholders' Equity [Abstract]  
Payment to common stock per share $ 1.02
v3.25.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Operating activities    
Net income (loss) $ (71,033) $ 37,720
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation and amortization 19,772 18,234
Share-based compensation expense (income) 131,490 (6,090)
Provision for losses on accounts receivable 6,370 5,070
Other 767 283
Changes in operating assets and liabilities:    
Accounts receivable (25,485) (14,296)
Inventories (1,151) 4,426
Other current assets (1,979) (4,688)
Accounts payable 13,230 6,295
Accrued compensation (2,967) 3,013
Other operating liabilities (11,054) 20,852
Net cash provided by operating activities 57,960 70,819
Investing activities    
Purchases of property and equipment (16,368) (14,556)
Payment for acquisitions (14,710) (985)
Other 671 2,100
Net cash used in investing activities (30,407) (13,441)
Financing activities    
Proceeds from equity offering, net of underwriter fees 119,784  
Payments of equity offering costs (4,157)  
Payments to Class B common stock stockholders (55,176)  
Borrowings from notes payable 15,000  
Repayment of notes payable (38,000) (4,000)
Borrowings from line of credit 189,300 269,500
Repayments of line of credit (198,300) (264,500)
Principal payments on finance lease obligations (4,481) (3,893)
Deferred payments related to acquisitions 0 (325)
Contributions from non-controlling interests 2,758 889
Distributions to non-controlling interests (14,463) (16,482)
Member distributions (35,750) (38,422)
Other (160) 0
Net cash used in financing activities (23,645) (57,233)
Net change in cash and cash equivalents 3,908 145
Cash and cash equivalents, beginning of period 752 607
Cash and cash equivalents, end of period 4,660 752
Supplemental disclosure of cash flow information    
Cash paid during the year for interest 3,121 2,783
Supplemental disclosure of non-cash investing and financing activities    
Purchases of property and equipment through finance leases 3,529 5,873
Accrued and capitalized offering costs recorded to additional paid-in capital 8,866  
Non-cash equity contributions from non-controlling members $ 5,604 $ 0
v3.25.1
Pay vs Performance Disclosure
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Pay vs Performance Disclosure  
Net Income (Loss) $ (110,047)
v3.25.1
Insider Trading Arrangements
 12 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.1
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
Risk Management and Strategy
We recognize the importance of identifying, assessing, and managing material risks associated with cybersecurity threats, which include, among other things, operational risks, intellectual property theft, fraud, extortion, harm to employees or patients, and violation of data privacy or security laws. We employ multiple levels of protection designed to minimize the risks associated with cybersecurity, ransomware and data breaches, including firewalls, data loss prevention, email filtering for ransomware, proactive threat-hunting, cloud-based backups, multifactor authentication, encryption software, intrusion testing and SIEM networking monitoring to ensure the integrity of our data and systems. In addition, we maintain recovery and other business continuity procedures.
Our cybersecurity risk management program is informed by prevailing security standards and is designed to provide a framework for evaluating and responding to cybersecurity risks. This includes processes for assessing the severity of a cybersecurity threat, identifying the source of a cybersecurity threat, implementing cybersecurity countermeasures and mitigation strategies, and informing and updating management and, as needed, the audit committee and our board of directors of cybersecurity incidents that may pose a significant risk for the business. Security events and data incidents are evaluated, ranked by severity, and prioritized for response and remediation. Incidents are evaluated to determine materiality, as well as operational and business impact, and reviewed for privacy impact.
We deploy technical safeguards that are designed to protect our information systems, products, operations and sensitive information from cybersecurity threats. These include including firewalls, data loss prevention, email filtering for ransomware, proactive thread-hunting, cloud-based backups, multifactor authentication, encryption software, intrusion testing and SIEM networking monitoring to ensure the integrity of our data and systems. In addition, we maintain recovery and other business continuity procedures, including cloud-based backups, electrical generators, critical systems housed at hardened data centers and geographic redundancy, intended to minimize disruptions to our operations in the event of disaster or other interruptions to our information systems. Our security events are logged to a central source and monitored by a third party security operations management provider.
We provide periodic training for all personnel regarding cybersecurity threats, with such training appropriate to the roles, responsibilities and access of the relevant Company personnel.
Recognizing the complexity and evolving nature of cybersecurity threats, incidents and risks, we engage third-party experts, including cybersecurity consultants, to evaluate and support our risk management systems. We also rely on software support from third-party vendors to assist with evaluating, monitoring, and testing our information technology systems. These relationships enable us to leverage specialized knowledge and insights, to help ensure our cybersecurity strategies and processes remain effective. Our collaboration with these third parties includes regular audits, routine system monitoring, threat assessments, incident response, and consultation on potential security enhancements. We require third-party service providers with access to personal, confidential, or proprietary information to implement and maintain comprehensive cybersecurity practices consistent with applicable legal standards and industry best practices.
As of the date of this Annual Report on Form
10-K,
we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition. For further discussion of the risks associated with cybersecurity incidents, see “
Risk Factors—Risks Related to Our Business—Interruptions to our information systems may materially and adversely affect our operating results
” as well as “—
Cybersecurity attacks or other data security incidents could disrupt our operations and expose us to regulatory fines or penalties, liability or reputational harm.
”
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] We deploy technical safeguards that are designed to protect our information systems, products, operations and sensitive information from cybersecurity threats. These include including firewalls, data loss prevention, email filtering for ransomware, proactive thread-hunting, cloud-based backups, multifactor authentication, encryption software, intrusion testing and SIEM networking monitoring to ensure the integrity of our data and systems.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block] As of the date of this Annual Report on Form
10-K,
we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition.
Cybersecurity Risk Role of Management [Text Block]
Governance
Our board of directors has overall oversight responsibility for our risk management, and delegates data protection and cybersecurity risk oversight to the audit committee. The audit committee receives regular briefings on cybersecurity risks and risk management practices, including, for example, recent developments in the external cybersecurity threat landscape, evolving standards, vulnerability assessments, third-party and independent reviews, technological trends, as well as how management is addressing or mitigating those risks. The audit committee may also promptly receive information regarding any material cybersecurity incident that may occur, including any ongoing updates regarding the same. The audit committee periodically discusses our approach to cybersecurity risk management with our VP of Technology & Senior Security Officer.
Our VP of Technology & Senior Security Officer is responsible for overseeing our cybersecurity risk management program. Our VP of Technology & Senior Security Officer has over 20 years of extensive experience in information technology and security, and works in coordination with other members of the management team.
Our VP of Technology & Senior Security Officer, along with leaders from our privacy and corporate compliance functions, collaborate to implement a program designed to manage our exposure to cybersecurity risks and to promptly respond to cybersecurity incidents. Response to incidents is delivered by multi-disciplinary teams in accordance with our incident response plan. Through ongoing communications with these teams during incidents, the VP of Technology & Senior Security Officer monitors the triage, mitigation and remediation of cybersecurity incidents, and reports such incidents to executive management, the audit committee and other colleagues in accordance with our cybersecurity policies and procedures, as appropriate.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]
Our board of directors has overall oversight responsibility for our risk management, and delegates data protection and cybersecurity risk oversight to the audit committee. The audit committee receives regular briefings on cybersecurity risks and risk management practices, including, for example, recent developments in the external cybersecurity threat landscape, evolving standards, vulnerability assessments, third-party and independent reviews, technological trends, as well as how management is addressing or mitigating those risks. The audit committee may also promptly receive information regarding any material cybersecurity incident that may occur, including any ongoing updates regarding the same. The audit committee periodically discusses our approach to cybersecurity risk management with our VP of Technology & Senior Security Officer.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Our VP of Technology & Senior Security Officer has over 20 years of extensive experience in information technology and security, and works in coordination with other members of the management team.
v3.25.1
Organization and Background
 12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Background
1. Organization and Background
Business
Guardian Pharmacy Services, Inc. (the “Company”) is 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 emphasize 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, and behavioral health facilities and group homes. Additionally, our robust suite of capabilities enables us to serve residents in all types of LTCFs. We are a trusted partner to residents, LTCFs and health plan payors because we help reduce errors in drug administration, manage and ensure adherence to drug regimens, and lower overall healthcare costs.
All long-lived assets were held in the United States as of December 31, 2023 and 2024. All revenues were generated in the United States during the years ended December 31, 2023 and 2024.
Organization
The Company was incorporated in the state of Delaware on November 16, 2021. The Company was formed for the purpose of completing an initial public offering (“IPO”) of its common stock and related corporate reorganization transactions in order to carry on, as a publicly traded entity, the business of Guardian Pharmacy, LLC, which was formed on July 21, 2003 as an Indiana limited liability company, as a publicly-traded entity.
Corporate Reorganization
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 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 will 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 such holder’s shares of Class B
 
 
common stock converting into shares of
Cla
ss 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 collectively own ten pharmacies that 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.
As a result of the Corporate Reorganization, the Company recorded deferred tax assets and liabilities attributable to the business of Guardian Pharmacy, LLC. In addition, the Company received tax basis for the $55,176 in cash payments related to the Merger Consideration, which are amortizable for tax purposes. To reflect this new taxability at the corporate level and the tax
step-up,
the Company recorded an incremental net deferred tax asset through additional
paid-in
capital of $5,973. See Note 14
Income Taxes
for further discussion.
Initial Public Offering
On September 27, 2024, the Company consummated its IPO of 8,000,000 shares of its Class A common stock, as described in the Company’s final prospectus dated September 25, 2024, filed with the Securities and Exchange Commission (“SEC”) on September 26, 2024, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (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 $119,784, after deducting underwriting discounts of $9,016. In addition to the underwriting discounts, the Company incurred $13,023 of offering costs, which were recorded to additional
paid-in
capital.
v3.25.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
2. Summary of Significant Accounting Policies
Principles of consolidation
The accompanying consolidated financial statements include the accounts of the Company and all controlled subsidiaries (collectively, the “Company”). All intercompany transactions and accounts have been eliminated. Results of operations of the Company’s controlled subsidiaries have been included from the date of acquisition.
Basis of Presentation
The Consolidated Financial Statements are prepared in conformity with the generally accepted accounting principles in the United States of America (“U.S. GAAP”).
The Corporate Reorganization was accounted for as a combination of entities under common control. As a result, the financial reports filed with the SEC by the Company subsequent to the Corporate Reorganization are prepared “as if” Guardian Pharmacy, LLC is the accounting predecessor of the Company. The historical operations of Guardian Pharmacy, LLC are deemed to be those of the Company. Thus, the financial statements
 
included in this report reflect (i) the historical operating results of Guardian Pharmacy, LLC prior to the Corporate Reorganization; (ii) the consolidated results of the Company and Guardian Pharmacy, LLC following the Corporate Reorganization; (iii) the assets and liabilities of the Company and Guardian Pharmacy, LLC at their historical cost; and (iv) the Company’s equity structure for all periods presented. No
step-up
basis of intangible assets or goodwill was recorded.
Guardian Pharmacy, LLC has been determined to be our predecessor for accounting purposes and, accordingly, the consolidated financial statements for periods prior to the Corporate Reorganization have been adjusted to combine the previously separate entities for presentation purposes. The Company’s financial position, results of operations and cash flows effectively represent those of Guardian Pharmacy, LLC as of and for all periods presented.
Segment Reporting
During 2023, the Company modified its internal management reporting including the information regularly used by the chief operating decision maker (“CODM”) to assess performance and allocate resources. As a result, the Company
re-evaluated
its operating segment conclusions and determined that it has a single operating segment. Changes to the Company’s operating segment conclusions have no impact on historical consolidated results of operations, financial position, or cash flows. The Company will not be required to provide recast financial information as the Company previously aggregated operating segments into one reportable segment. See Note 12
Segments
for further information.
Use of Estimates
The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates.
Fair Value
The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following:
 
•
 
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.
Financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, line of credit and notes payable. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to the short maturity of these instruments. The Company estimates that the carrying amount of the line of credit and notes payable approximates fair value due to the fluctuation of their variable interest rates with market movement.
 
The following table summarizes the valuation of liabilities measured at
fa
ir value on a recurring basis on the Company’s Consolidated Balance Sheets:
 
 
  
Level 1
 
 
  
Level 2
 
  
Level 3
 
December 31, 2023
      
 
 
 
 
 
 
 
Liabilities:
         
Contingent consideration obligations
(1)
    $ —       $ —       $ —   
  
 
 
     
 
 
     
 
 
  
Fair value of financial instruments
    $ —       $ —       $ —   
  
 
 
     
 
 
     
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2024
         
Liabilities:
         
Contingent consideration obligations
(1)
    $ —       $ —       $ 2,700  
  
 
 
     
 
 
     
 
 
  
Fair value of financial instruments
    $ —       $ —       $ 2,700  
  
 
 
     
 
 
     
 
 
  
 
(1)
The fair value measurement of the contingent consideration obligations arising from acquisitions is based upon Level 3 unobservable inputs including, in part, the estimate of future cash flows based upon the likelihood of achieving the various criteria triggering the payment of the obligations. The fair values of the liabilities associated with contingent consideration obligations were derived using the income approach with unobservable inputs, which included future earnings forecasts for which there is no market data. Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values. During the year ended December 31, 2024 there were no material gains or losses related to liabilities classified as Level 3 as a result of fair value adjustments. Changes in the fair value of the contingent consideration obligations are recorded within Selling, general and administrative expenses.
The following table provides a reconciliation of the activity for the Level 3 contingent consideration fair value measurements during the years ended December 31, 2023 and 2024:
 
Balance at December 31, 2022
    $ 451  
Payments
      (451 ) 
  
 
 
  
Balance at December 31, 2023
      —   
Current year acquisitions
      2,700  
  
 
 
  
Balance at December 31, 2024
    $ 2,700  
  
 
 
  
Cash and Cash Equivalents
Cash consists primarily of demand deposits held with financial institutions. The Company considers all highly liquid investments purchased with an original maturity of three months or less when purchased to be cash equivalents for financial statement presentation.
Accounts Receivable
Accounts receivable consists primarily of amounts due from third
parti
es (e.g., pharmacy benefit managers, insurance companies, governmental agencies, and long-term care facilities) and private pay customers. Accounts receivable are stated at cost less an allowance for credit losses, the net of which approximates fair value.
 
Allowance for Credit Losses
Collection of accounts receivable from customers is the Company’s primary source of operating cash flow and is critical to the operating performance and the financial condition of the Company. The primary collection risk relates to amounts due from long-term care facilities and private pay customers, as billings to these customers can be complex and may lead to payment disputes or delays. The Company establishes an allowance for accounts receivable considered to be at increased risk of becoming uncollectible to reduce the carrying value of such receivables to their estimated net realizable value.
When establishing this allowance for credit losses, the Company considers such factors as historical collection experience (i.e., payment history and credit losses) and creditworthiness, specifically identified credit risks, aging of accounts receivable, current and expected economic conditions, and other relevant factors. The allowance for credit losses is regularly reviewed for appropriateness. Judgment is used to assess the collectability of account balances and the economic ability of customers to pay. At the time a balance is definitively deemed to be uncollectible, the balance is written off against the allowance for credit losses. The charges recorded for credit losses is reported within Selling, general and administrative expenses on the Consolidated Statements of Operations. As of December 31, 2023 and 2024, the allowance for credit losses was $6,171 and $8,868,
respectively.
The
table below outlines the activity for the allowance for credit losses for the years ended December 31, 2023 and 2024:
 
Balance at December 31, 2022
    $ 5,371  
Additions
      5,718  
Deductions
      (4,918 ) 
  
 
 
  
Balance at December 31, 2023
      6,171  
Additions
      8,388  
Deductions
      (5,691 ) 
  
 
 
  
Balance at December 31, 2024
    $ 8,868  
  
 
 
  
Rebates
The Company receives rebates, discounts, and other price concessions relating to purchases from its suppliers and vendors. The Company estimates rebates earned and the associated receivable from pharmaceutical wholesalers and manufacturers, group purchasing organizations (“GPOs”) and vendors, based on estimates of the qualifying prescriptions dispensed or the key products purchased and sold. The receivables are recognized at the end of the period in the Consolidated Financial Statements within Accounts receivable and as a reduction to Cost of goods sold and Inventories as appropriate.
Inventories
Inventories consist primarily of purchased pharmaceuticals held for sale to customers. Inventories are recorded at the lower of cost
(first-in,
first-out
method) or net realizable value.
Physical inventory counts are taken quarterly and used to record the inventory balances on hand to ensure the amounts reflected in the accompanying Consolidated Financial Statements are properly stated. Costs include the purchase price of pharmaceuticals, which is reduced for rebates earned associated with inventory remaining at the end of each period, and overhead. There is no significant obsolescence reserve recorded since the Company
 
has not experienced (nor does it expect to experience) significant levels of inventory obsolescence write-offs due to the ability to return unused drugs to its suppliers and vendors for credit.
Property and Equipment
Property and equipment are recorded at cost, net of accumulated depreciation. See Note 4
Property and Equipment
for more information.
Leases
In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standard Codification (“ASC”), 842 - Leases (“ASC 842”), the Company has applied the practical expedient to account for the lease and
non-lease
components as a single lease component for all leases. The Company also made an accounting policy election to not recognize
right-of-use
(“ROU”) assets and liabilities for leases with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that are reasonably certain to be exercised.
For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of fixed lease payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the Company’s determination of lease payments when appropriate. Variable lease payments are recognized as incurred.
As the implicit rate is not readily determinable for the Company’s leases, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and company specific information. The Company applied a portfolio approach using an estimated incremental borrowing rate upon adoption of ASC 842.
Leases
that transfer substantially all the benefits and risks of ownership of property to the Company or otherwise meet the criteria for capitalization are accounted for as finance leases. To reflect their purchase and financing, assets acquired under finance leases are recorded on the Consolidated Balance Sheets as Property and equipment, and amounts due under finance leases are recorded as Other Liabilities, Current and Long-Term. Depreciation of assets recorded under finance leases is provided on a straight-line basis over the period of their estimated useful lives (or lease term if shorter) and is reported on the Consolidated Statements of Operations within either Cost of goods sold or Selling, general and administrative expense as determined by the nature of the
asset
. See Note 7
Lease Obligations
for more information.
Impairment of Long-Lived Assets
The Company’s long-lived assets consist of property and equipment, as well as intangible assets with definite lives. Intangible assets with definite lives primarily include customer lists and trademarks that are recognized as a result of acquisitions. Long-lived assets are reviewed for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.
The Company groups and evaluates long-lived assets for impairment at the lowest level at which individual cash flows can be identified whenever events or changes in circumstances indicate that the carrying value of an asset ma
y
not be recoverable. If indicators of impairment are present, the Company first compares the carrying amount of the asset group to the estimated future cash flows associated with the asset group (undiscounted and without interest charges). If the estimated undiscounted future cash flows used in this analysis are less than the carrying
amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the asset group’s fair value. If required, an impairment loss is recorded for the portion of the asset group’s carrying value that exceeds the asset group’s fair value. The Company concluded there was no impairment of long-lived assets during the years ended December 31, 2023 or 2024.
Goodwill
Goodwill is the excess of the consideration transferred over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method of accounting. The Company does not amortize goodwill. The Company tests its goodwill annually during the fourth quarter of its fiscal year or when events and circumstances indicate that impairment may have occurred and requires impairment charges to be recognized based on the difference between the carrying amount of the reporting unit and its fair value. Impairment testing of goodwill is required at the reporting unit level (operating segment or one level below operating segment). Prior to performing the impairment test, the Company may make a qualitative assessment of the likelihood of goodwill impairment in order to determine whether a detailed quantitative analysis is required. The Company’s annual impairment testing date is October 1.
No impairment of goodwill resulted from the Company’s annual impairment testing in 2023 or 2024. See Note 5
Goodwill and Intangible Assets
for more information.
Intangible Assets
The Company’s intangible assets with definite lives primarily include customer lists and trademarks. Intangible assets are stated at their acquired fair value less accumulated amortization. These assets are amortized over periods ranging from five to twenty years using a straight-line method. The Company considers the period of expected cash flows and underlying data to be the best estimate in measuring fair value when determining their useful lives.
Contingent Consideration
When an acquisition involves a contingent consideration arrangement, the Company recognizes a liability as of the acquisition date equal to the fair value of expected contingent payments. This liability is remeasured each reporting period and changes in the fair value are reported within Selling, general and administrative expenses on the Consolidated Statements of Operations. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing or likelihood of achieving certain revenue or other targets. Payments made greater than three months after the acquisition date up to the fair value of the contingent consideration established at the acquisition date are reported as financing activities on the Consolidated Statements of Cash Flows while payments in excess of such amounts are reported as operating activities on the Consolidated Statements of Cash Flows.
The terms of the contingent consideration arrangement may include certain provisions that the Company contribute additional capital to its subsidiaries to fund payment of the contingent payment when earned. These provisions may also require the Company to issue additional equity in its subsidiaries to
non-controlling
interest members to avoid dilution of their ownership upon payment of contingent obligations.
Loss Contingencies
The Company may become involved in legal proceedings and other matters that may result in loss contingencies. A liability is established for such matters when it is probable that a loss has been incurred and the amount of loss
can be reasonably estimated. Liabilities for loss contingencies are recorded within Other current liabilities and Other liabilities on the Company’s Consolidated Balance Sheets. See Note 9
Commitments and Contingencies
for more information.
Revenue Recognition
Revenue is recognized when control of the promised goods are transferred or services are provided to customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Each prescription represents a separate performance obligation of the Company, separate and distinct from other prescriptions under customer arrangements.
A significant portion of the Company’s revenues from sales of pharmaceutical and medical products is subject to reimbursement by federal Medicare (i.e., Part A, B, D) programs and state Medicaid programs. The total net sales and receivables reported on the Company’s Consolidated Financial Statements are recorded at the amount expected to be ultimately received from these payors. Billing functions for a portion of the Company’s revenue systems are largely computerized, submitting claims for online adjudication electronically, with simultaneous feedback of the amount expected to be received at the time of sale to determine and record net revenues.
Patient
co-payments
are billed to the patient as part of the Company’s normal billing procedures. Additionally, the Company bills certain long-term care facilities for the sale of pharmaceuticals. These billings are subject to the Company’s normal accounts receivable collections procedures. No disaggregation of revenue is necessary as the impact of economic factors is comparable due to the similarity in the types of services provided for the long-term care facilities or residents served.
Concentrations of Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and accounts receivable.
At times, cash balances at financial institutions are in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance coverage. FDIC insurance covers all deposit accounts, including checking and savings accounts, money market deposit accounts, and certificates of deposit, up to $250 per depositor, per insured bank, for each account ownership category. The Company believes it mitigates any risks by depositing cash with major financial institutions.
Credit
risk on accounts receivable is generally diversified due to the number of entities comprising the customer base. The Company generally does not require collateral from its customers in connection with the extension of credit in the form of accounts receivable balances. Management regularly reviews the allowances for credit losses for appropriateness.
Fo
r the years ended December 31, 2023 and 2024, no single customer accounted for 10% or more of the Company’s revenues.
Delivery Expenses
The Company incurred expenses totaling $35,538 and $40,716 for the ye
ar
s ended December 31, 2023 and 2024, respectively, to deliver products sold to its customers. Delivery expenses are reported within Cost of goods sold on the Consolidated Statements of Operations.
 
Advertising and Marketing Expenses
The Company incurred advertising and marketing expenses totaling $3,384 and $3,502 for the years ended December 31, 2023 and 2024, respectively. Advertising and marketing expenses are expensed as incurred and are reported within Selling, general, and administrative expenses on the Consolidated Statements of Operations.
Share-based Compensation
The Company records compensation costs related to the vesting of equity-based and liability-based awards on its Consolidated Statements of Operations. See Note 11
Share-based Compensation
for more information.
Stockholders’ Equity
Common Stock
We have two classes of common stock: Class A common stock, which has one vote per share, and Class B common stock, which has one vote per share. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders (including the election of directors), except as otherwise required by applicable law and except in connection with amendments to our certificate of incorporation that increase or decrease the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of either class so as to affect the holders of such shares adversely. There are no shares of preferred stock outstanding.
Voting
Holders of shares of our Class A common stock and Class B common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors elected by our stockholders. The holders of our Class A common stock and Class B common stock do not have cumulative voting rights in the election of directors.
Dividends
Holders of shares of our Class A common stock and Class B common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.
Liquidation
Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock and Class B common stock will be entitled to receive ratably our remaining assets available for distribution, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.
Fully Paid and
Non-Assessable
All shares of our Class A common stock and Class B common stock outstanding are fully paid and
non-assessable.
The Class A common stock and Class B common stock will not be subject to further calls or assessments by us.
 
Rights and Preferences
Holders of shares of our Class A common stock do not have preemptive, conversion, subscription or redemption rights. Holders of shares of our Class B common stock do not have preemptive, subscription or redemption rights. Shares of our Class B common stock are convertible into shares of our Class A common stock as described below under “—Transfer Restrictions and Conversion of Class B Common Stock.” There are no redemption or sinking fund provisions applicable to the Class A common stock or Class B common stock. The rights powers, preferences and privileges of our Class A common stock and Class B common stock are subject to those of the holders of any shares of our preferred stock or any other series or class of stock we may authorize and issue in the future.
Transfer Restrictions and Conversion of Class B Common Stock
Shares of Class B common stock may not be transferred by the holder thereof, unless such transfer is a “Permitted Transfer.” We refer to a transferee of shares of Class B common stock received in a Permitted Transfer as a “Permitted Transferee.” In accordance with our certificate of incorporation, a “Permitted Transfer” generally will include any transfer of Class B common stock (i) approved in advance by our board of directors; (ii) to a family member of the holder; (iii) to certain entities owned by the holder or certain trusts (each, a “Permitted Entity”); (iv) upon a holder’s death by will, intestate succession or operation of law; or (v) by a Permitted Entity to a family member of the holder or any other Permitted Entity of the holder.
As provided in our certificate of incorporation, with respect to each holder of Class B common stock (and any subsequent Permitted Transferee) (a “Qualified Stockholder”), such holder’s shares of Class B common stock will automatically convert into shares of Class A common stock on a
one-for-one
basis pursuant to the
two-year
conversion schedule set forth in our certificate of incorporation. We refer to the date of issuance of the relevant shares of Class B common stock as the “Class B Issuance Date.” With respect to each holder being issued shares of Class B common stock on the Class B Issuance Date, 25% of such holder’s shares of Class B common stock will convert 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.
If the conversion of any shares of Class B common stock would result in the conversion of any fractional share, the number of shares so converted will be rounded down to the nearest whole number. Notwithstanding the foregoing conversion terms, our board of directors may accelerate the conversion of all or any portion of Class B common stock to earlier times, including to permit participation of holders of Class B common stock in
underwritten secondary public offerings or for any other reason.
Members’ Equity (all numbers presented as whole numbers)
Prior to the Corporate Reorganization, Guardian Pharmacy, LLC had two classes of members: preferred and common. Generally, 1.0 preferred unit was issued for each $1,000 of capital contributed prior to March 1, 2007, and 0.8338 preferred units were issued for each $1,000 of capital contributed from March 1, 2007 to February 28, 2011. Subsequent to February 28, 2011, 0.5087 preferred units were issued for each $1,000 contributed. In addition, preferred unit holders were entitled to a preferred return of 6% annually on their unrecovered capital balance. As of December 31, 2023 and 2024, there was no unrecovered capital or unpaid preferred return
outstanding.
Prior
to the Corporate Reorganization, net income and distributions were allocated to the preferred and common unit holders in accordance with the Guardian Pharmacy, LLC Operating Agreement. In the case of certain events, the preferred units could have been converted into common units on a
one-to-one
basis. Additionally, common units in the Company could have been issued in exchange for minority interests owned in a
subsidiary.
 
As
 
of December 31, 2023, there were 27,407 (issued in the amount of $31,645,099) Series A Preferred Units issued and Outstanding. As of December 31, 2023, there were 5,048 (issued in the amount of $9,000,000) Series B Preferred Units issues and outstanding. All Preferred Units were converted as part of the Corporate Reorganization and none were outstanding as of December 31, 2024. In general, Series B Preferred had distribution priority over Series A Preferred.
Income Taxes
The Company is a taxable entity. As discussed in Note 1, prior to the Corporate Reorganization, Guardian Pharmacy, LLC was comprised of entities treated as partnerships for income tax purposes, and the federal income taxes on taxable income or losses realized by Guardian Pharmacy, LLC were the obligation of the individual members or partners. As a result of the Corporate Reorganization, the Company is subject to federal and state corporate income taxes. The accompanying financial statements include a provision for income taxes based on the period when the Company’s operations are taxable.
The Company accounts for income taxes pursuant to the asset and liability method of ASC 740, Income Taxes, which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year and deferred tax assets or liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates as well as net operating losses and credit carryforwards, which will be in effect when these differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when, based upon the available evidence, it is more likely than not that a portion or all of a deferred tax asset will not be realized.
In determining the Company’s tax expense for financial reporting purposes, the Company establishes a reserve when there are transactions, calculations and tax filing positions for which the tax determination is uncertain and it is more likely than not that such positions would not be sustained upon examination. The Company’s policy is to recognize potential interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2023 and 2024, no liability for uncertain tax positions was required. See Note 14
Income Taxes
for additional disclosures regarding income taxes.
The Company prepares and files tax returns based on interpretations of tax laws and regulations. The Company’s tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities. Prior to the Corporate Reorganization, Guardian Pharmacy, LLC was subject to minimal state income taxes, including the Texas margin tax.
Debt Issuance Costs
Debt issuance costs are amortized to interest expense, using the effective interest method, based on forecasted principal payments, over the estimated life of the related debt instrument. The Company presents debt issuance costs related to notes payable as a direct reduction of Notes payable on the Consolidated Balance Sheets. Debt issuance costs related to the line of credit are presented as Other current assets.
 
 
 
New Accounting Pronouncements
The following table provides a description of recent accounting pronouncements that are applicable to the Company’s Consolidated Financial Statements:
 
New Accounting Standards Adopted
ASU Number and
Name      
  
Description
  
Date of Adoption
  
Effect on the unaudited interim
Consolidated Financial
Statements upon adoption
2016-13,
2018-19,
2019-04,
2019-05,
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
  
ASU
2016-13
and its subsequent corresponding updates provide guidance for the impairment model for financial assets measured at amortized cost. For trade and other receivables,
held-to-maturity
debt securities, loans and other instruments, entities are required to use a forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For
available-for-sale
debt securities with unrealized losses, entities will measure credit losses as it is done today, except that the losses will be recognized as an allowance rather than a reduction in the amortized cost of the securities.
  
January 1, 2023
  
The Company adopted the standard on January 1, 2023 with no material impact on its Consolidated Financial Statements.
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
  
January 1, 2024 for annual disclosures. January 1, 2025 for interim disclosures.
  
The Company adopted the standard on January 1, 2024. See Note 12
Segments
for new disclosures.

ASU Number and
Name      
  
Description
  
Date of Adoption
  
Effect on the unaudited interim
Consolidated Financial
Statements upon adoption
  
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.
  
  
 
New Accounting Standard Not Yet Effective
ASU Number and
Name      
  
Description
  
Anticipated 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.
 
 
ASU Number and
Name      
  
Description
  
Anticipated Date of
Adoption
  
Effect on the unaudited interim
Consolidated Financial
Statements upon adoption
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.
v3.25.1
Acquisitions
 12 Months Ended
Dec. 31, 2024
Business Combinations [Abstract]  
Acquisitions
3.  Acquisitions
The Company’s growth strategy involves periodically acquiring institutional pharmacies servicing LTCFs and their residents as well as residents in other care settings. The Company’s 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 the year ended December 31, 2024, the Company completed acquisitions of various pharmacy operations (the “Acquisitions”). Total consideration for the Acquisitions included cash of $14,710, and contingent earnout payments of up to $2,700 if certain revenue and earnings targets are achieved by certain acquired entities during the
two-year
period subsequent to the respective acquisition dates. The fair value of the contingent consideration arrangement at the acquisition dates and at December 31, 2024 was $2,700. The total preliminary purchase consideration for the Acquisitions was $17,410.
The Acquisitions included
non-controlling
interests, for which the fair value was estimated to be $5,371 at the time of the Acquisitions. The fair value of the
non-controlling
interests was estimated by utilizing the implied fair value of the
non-controlling
interests, determined based on the acquisition price, and considering discounts necessary due to the lack of marketability and lack of control associated with the
non-controlling
interests. During 2024, we incurred an immaterial amount of acquisition costs in connection with the Acquisitions.
The Acquisitions were treated as a purchase in accordance with ASC 805, Business Combinations, which requires recognition of the estimated fair values of assets acquired and liabilities assumed in a transaction. Our recognition of the assets acquired and liabilities assumed was based on management’s judgement after evaluating several factors, including a valuation assessment. There were no material measurement period adjustments recognized in periods subsequent to the Acquisitions.
 
The recognition of the assets and liabilities of the Acquisitions as of December 31, 2024 is as follows:
 
(in thousands)
  
Fair Value
 
Total purchase consideration
    $ 17,410  
Net assets acquired:
   
Inventory
      2,671  
Other assets
      2,446  
Intangible Assets
      6,236  
Other liabilities
      (1,822 ) 
Non-controlling
interest equity
      (5,371 ) 
  
 
 
  
Net assets acquired
      4,160  
  
 
 
  
Goodwill
    $ 13,250  
  
 
 
  
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired in the Acquisitions. Goodwill represents future economic benefits expected to arise from the Company’s expanded presence in the long-term care pharmacy industry, the assembled workforce acquired, expected revenue synergies, as well as operating efficiencies and cost savings. Of the $13,250 of goodwill recorded related to the Acquisitions, $9,957 is expected to be deductible for tax purposes.
Intangible assets are comprised of customer lists and trademarks. The fair values for the customer lists and trademarks were $5,686 and $550, respectively. The weighted average useful lives for the customer lists and trademarks were 10 years and 5 years, respectively.
Consolidated Results of Operations
The results of operations for the Acquisitions have been included in the consolidated financial statements since the dates of acquisition. During the year ended December 31, 2024, the Company’s consolidated statements of operations included $55,115 of revenue associated with the Acquisitions. Net income associated with the Acquisitions is not material to the consolidated financial statements.
The comparable prior period results of operations associated with the Acquisitions are not material to the consolidated financial statements, and as such, supplemental pro forma financial information is not presented.
v3.25.1
Property and Equipment
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment
4.  Property and Equipment
Property and equipment are depreciated on a straight-line basis over the period of their estimated useful lives. As of December 31, 2024, the estimated useful lives of the Company’s assets are as follows:
 
Pharmacy and lab equipment
    5–7 years
Automobiles
    3 years
Computer equipment and software
    3 years
Leasehold improvements
    Lesser of useful life or lease term
Furniture, fixtures, and office equipment
    5 years
 
 
Property and equipment as of December 31,
consisted
of the following:
 
 
  
2023
 
  
2024
 
Pharmacy and lab equipment
    $ 60,506
 
 
 
    $ 68,635  
Automobiles
      17,918        18,855  
Computer equipment and software
      13,825        15,087  
Leasehold improvements
      14,043        17,345  
Furniture, fixtures, and office equipment
      7,696        7,941  
  
 
 
     
 
 
  
     113,988        127,863  
Less accumulated depreciation
      (68,924 )       (77,980 ) 
  
 
 
     
 
 
  
Total property and equipment, net
    $ 45,064      $ 49,883  
  
 
 
     
 
 
  
Depreciation expense for the years ended December 31, 2023 and 2024 was $15,166 and $16,470 respectively. Depreciation of assets is reported on the Consolidated Statements of Operations as either Cost of goods sold or Selling, general and administrative expense, as determined by the nature of the asset. Depreciation expense reported in Cost of goods sold for the years ended December 31, 2023 and 2024 was $6,507 and $7,060, respectively. Depreciation expense reported in Selling, general and administrative expense for the years ended December 31, 2023 and 2024 was $8,659 and $9,410, respectively.
v3.25.1
Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets
5.  Goodwill and Intangible Assets
The Company assesses the value of its goodwill at the reporting unit level under either a qualitative or quantitative approach. When applying a qualitative approach, the Company assesses the likelihood of goodwill impairment to assess whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. On October 1, 2024, the Company performed its annual impairment assessment, under a qualitative approach, and as a result no impairment was recognized in the current period as a result of the Company’s assessment. Further, no significant events or conditions occurred during the quarter ended December 31, 2024 that would have affected the conclusions of the Company’s annual assessment.
A summary of the change in the carrying amount of goodwill for the year ended December 31, 2024 is as follows:
 
Balance at December 31, 2023
    $
 
 56,046  
Acquisitions
      13,250  
  
 
 
  
Balance at December 31, 2024
    $ 69,296  
  
 
 
  
Intangible assets consist primarily of customer lists and trademarks related to
the
businesses acquired. Customer lists, trademarks and other intangible assets are amortized on a straight-line basis over the period of their estimated useful lives as follows:
 
Customer lists
  
 
9 to 10 years
 
Trademarks and other intangible assets
  
 
5 to 20 years
 
 
 
The carrying amount and accumulated amortization of the customer lists, trademarks and other intangible assets as of December 31 are as follows:
 
 
  
2023
 
  
2024
 
 
  
Gross

Carrying

Amount
 
  
Accumulated

Amortization
 
 
Net

Carrying

Amount
 
  
Gross

Carrying

Amount
 
  
Accumulated

Amortization
 
 
Net

Carrying

Amount
 
Intangible assets:
                
Customer lists
    $ 42,267      $ (31,978 )    $ 10,289      $ 47,953      $ (34,889 )    $ 13,064  
Trademarks and other inta
ng
ible assets
      7,181        (5,491 )      1,690        7,731        (5,883 )      1,848  
  
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
  
Total intangible assets
    $ 49,448      $ (37,469 )    $ 11,979      $ 55,684      $ (40,772 )    $ 14,912  
  
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
  
Amortization expense related to finite-lived intangible assets for the years ended December 31, 2023 and 2024 was $3,068 and $3,302, respectively.
The
estimated amortization expense for the next five years ending December 31 and thereafter is as follows:
 
2025
    $ 3,290  
2026
      2,748  
2027
      2,290  
2028
      1,967  
2029
      1,569  
Thereafter
      3,048  
  
 
 
  
Total
    $
 
 14,912  
  
 
 
  
v3.25.1
Debt Arrangements
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt Arrangements
6.  Debt Arrangements
Line of credit
On May 13, 2024, the Company entered into the Sixth Amendment to Third Amended and Restated Loan and Security Agreement (the “Amendment”) to the existing credit facility (“Credit Facility”). The amendment extended the line of credit termination date from April 23, 2025 to April 23, 2027. The line of credit now 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 December 31, 2024 is $40,000. The amounts outstanding under the line of credit as of December 31, 2023 and 2024 were $9,000 and $0, respectively.
Notes Payable
Notes payable consists of the following:
 
(in thousands)
  
December 31, 2023
 
 
  
December 31, 2024
 
Term loan
    $ 23,000      $ —   
Deferred financing costs, net
      (31 )       —   
  
 
 
     
 
 
  
Total notes payable
      22,969        —   
Less current portion
      (3,977 )       —   
  
 
 
     
 
 
  
Notes payable, net of current portion
    $ 18,992      $ —   
  
 
 
     
 
 
  
 
 
Additionally
, the Amendment added a new term loan of $15,000 to the Credit Facility and extended the maturity date of the existing and new term loan (collectively referred to as the “Term Loan”) to April 23, 2027. The interest rate of the Term Loan bears an interest rate equal to the
one-month
SOFR plus an additional rate of 1.80% to 2.80% based on certain financial ratios maintained by the Company. Prior to the payoff discuss
e
d below, the Term Loan was payable in quarterly installments of $1,375 through March 31, 2027, with the remaining balance of the term loan due in a final lump sum payment at maturity on April 23, 2027.
On December 9, 2024, the Term Loan was paid off in full, with no future payment obligations.
The Company was in compliance with all debt covenants at December 31, 2024. 
v3.25.1
Lease Obligations
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Lease Obligations
7.  Lease Obligations
Lease Population
The Company leases various real estate, including certain operating facilities. warehouses, and office space, all of which are operating leases. The Company also leases pharmacy equipment and vehicles, all of which are finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.
Lease Position
The following table summarized the lease-related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of December 31:

 
  
 
  
December 31,
 
Assets
  
Balance Sheet Location
  
2023
 
 
2024
 
Operating lease assets
  
Operating lease
right-of-use
assets
   $ 28,113     $ 29,079  
Finance lease assets
  
Property and equipment, net
     8,192       6,870  
   
 
 
    
 
 
  
Total lease assets
     $ 36,305     $ 35,949  
   
 
 
    
 
 
  
Liabilities
      
Current
      
Operating lease liabilities
  
Operating leases, current portion
   $ 6,229     $ 6,836  
Finance lease liabilities
   Other current liabilities     3,915       3,783  
Noncurrent
      
Operating lease liabilities
  
Operating leases, net of current portion
     22,803       23,297  
Finance lease liabilities
   Other liabilities     4,236       3,416  
   
 
 
    
 
 
  
Total lease liabilities
     $ 37,183     $ 37,332  
   
 
 
    
 
 
  
Weighted-average remaining lease term
      
Operating leases
       5.3 years       4.8 years  
Finance leases
       2.6 years       2.3 years  
Weighted-average discount rate
      
Operating leases
       5.09 %      5.51 % 
Finance le
as
es
       5.77 %      6.02 % 
 
Lease Costs
The following tables summarize the lease-related costs for finance and operating leases for the years ended December 31:
 
 
  
2023
 
  
2024
 
Finance lease cost
      
Amortization of leased assets
    $ 3,801
 

    $ 4,212  
Interest on lease liabilities
      456        498  
Operating lease cost
      7,641        8,405  
Short-term lease cost
      247        233  
Variable lease cost
      1,914        2,092  
  
 
 
     
 
 
  
Total lease cost
    $
 
 14,059      $
 
 15,440  
  
 
 
     
 
 
  
Other Information
 
 
  
Year Ended

December 31, 2023
 
  
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended

December 31, 2024
 
Cash paid for amounts included in the measurement
of lease liabilities
  
  
Operating cash flows for operating leases
    $ 9,104      $ 10,634  
Operating cash flows for finance leases
    $ 424      $ 442  
Financing cash flows for finance leases
    $ 3,893      $ 4,481  
Changes in the balance of the operating lease ROU asset and operating lease liability are recorded on a net basis within Other, as adjustments to net income on the operating activities section of the Consolidated Statements of Cash Flows.
Undiscounted Cash Flows
The table below reconciles the undiscounted cash flows for each of the first five years and the total of the remaining years to the operating lease liabilities and finance lease liabilities recorded on the December 31, 2024 Consolidated Balance Sheet.
 
 
  
Operating

Leases
 
  
Finance

Leases
 
2025
    $ 7,804      $ 4,216  
2026
      7,203        2,597  
2027
      6,467        986  
2028
      5,652        119  
2029
      4,740        63  
Thereafter
      2,546        —   
  
 
 
     
 
 
  
Total lease payments
      34,412        7,981  
Less: amount of lease payments representing interest
      (4,279 )       (782 ) 
  
 
 
     
 
 
  
Present value of future lease payments
      30,133        7,199  
Less: current obligations under leases
      (6,836 )       (3,783 ) 
  
 
 
     
 
 
  
Long-term lease obligations
    $
 
 23,297      $ 3,416  
  
 
 
     
 
 
  
v3.25.1
Retirement Plan
 12 Months Ended
Dec. 31, 2024
Retirement Benefits [Abstract]  
Retirement Benefits [Text Block]
8.  Retirement Plan
The Company sponsors a 401(k) plan for eligible employees. All full-time employees of the Company are eligible to participate in the plan after thirty days of employment with employer contributions vesting after two years of employment. The maximum matching percentage for the years ended December 31, 2023 and 2024, was 3.5% of participant contributions. The Company made matching contributions for the years ended December 31, 2023 and 2024 in the amount of $4,556 and $5,075, respectively. These contributions are recorded to selling, general, and administrative expenses or cost of goods sold on the consolidated statements of operations, dependent on the nature of each employee’s responsibilities.
v3.25.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
9.  Commitments and Contingencies
The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company may have exposure to loss contingencies arising from pending or threatened litigation for which assessing and estimating the outcomes of these matters involve substantial uncertainties. The Company evaluates contingencies on an ongoing basis and establishes loss provisions for matters in which losses are probable and the amount of loss can be reasonably estimated.
Legal expenses include attorneys’ fees, litigation expenses and settlements. For the years ended December 31, 2023, and 2024, the Company recorded legal expenses totaling $24,234 and $5,084, respectively.
v3.25.1
Basic and Diluted Loss Per Share
 12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Basic and Diluted Loss Per Share
10.  Basic and Diluted Loss Per Share
Basic earnings per share of Class A and Class B common stock is computed by dividing net income attributable to Guardian Pharmacy Services, Inc. by the weighted-average number of shares of Class A and Class B common stock outstanding during the period. The Class A and Class B common stock are identical in their rights and privileges, except that shares of Class B common stock are subject to transfer restrictions prior to their conversion into shares of Class A common stock. Therefore, the basic earnings per share for Class A and Class B common stock will be equal. Diluted earnings per share of Class A and Class B common stock is computed by dividing net income attributable to Guardian Pharmacy Services, Inc. by the weighted-average number of shares of Class A and Class B common stock outstanding, adjusted to give effect to potentially dilutive elements. As the Company recorded a net loss during the year ended December 31, 2024, the potential adjustments to basic earnings per share were anti-dilutive, and thus, basis earnings per share and diluted earnings per share are equal. The $55,176 Merger Consideration payment made to Class B common stock stockholders in connection with the Corporate Reorganization and IPO did not have an impact on income available to common stockholders.
The Company analyzed the calculation of earnings per unit, related to units of Guardian Pharmacy, LLC, for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Further, the Company had no operations prior to the Corporate Reorganization and the number of shares issued prior to the Corporate Reorganization was 100, which we have determined is not meaningful. Therefore, earnings per share information has not been presented for the year ended December 31, 2023, and the basic and diluted earnings per share calculations for the year ended December 31, 2024 represent the post
IPO
period from September 27, 2024 to December 31, 2024 only.
 
 
The following table sets forth (in thousands) the computation of net income (loss) attributable to the Company used to compute basic net income (loss) per share of Class A and Class B common stock for the year ended December 31, 2024.
 
(in thousands)
  
Year Ended December 31, 2024
 
Numerator:
  
Net income (loss)
    $ (71,033 ) 
Less: Net income attributable to Guardian Pharmacy, LLC prior to the Corporate Reorganization
      22,760  
Less: Net income attributable to noncontrolling interests
      16,254  
  
 
 
  
Net income (loss) attributable to Guardian
Pharmacy Services, Inc.
    $ (110,047 ) 
  
 
 
  
The
following table sets forth the computation of basic
and
diluted net income per share of Class A and Class B common stock (in thousands, except share amounts, and per share amounts):
 
 
  
Year Ended December 31,

2024
 
 
  
Class A
 
  
Class B
 
Basic net income (loss) per share attributable to common
stockholders
  
  
 
 
 
 
 
 
 
 
Numerator:
  
  
Allocation of net income (loss) attributable to Guardian Pharmacy
Inc.
    $ (16,261 )     $ (93,786 ) 
Denominator:
      
Weighted average number of shares of Class A and Class B
common stock outstanding
      9,162,500        52,843,311  
  
 
 
     
 
 
  
Basic net income (loss) per share attributable to common
stockholders
    $ (1.77 )     $ (1.77 ) 
  
 
 
     
 
 
  
Diluted net income (loss) per share attributable to common
stockholders
      
Numerator:
      
Allocation of net income (loss) attributable to Guardian Pharmacy
Inc.
    $ (16,261 )     $ (93,786 ) 
Denominator:
      
Number of shares used in basic computation
      9,162,500        52,843,311  
Dilutive Restricted Stock Units and Class B Common Stock
      —         —   
  
 
 
     
 
 
  
Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income (loss) per share
      9,162,500        52,843,311  
  
 
 
     
 
 
  
Diluted net income (loss) per share attributable to common
stockholders
    $ (1.77 )     $ (1.77 ) 
  
 
 
     
 
 
  
 
 
The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:
 
 
  
Year Ended December, 31

2024
 
 
  
Class A
 
  
Class B
 
Anti-dilutive unvested Restricted Stock Units and Class B Common Stock
      99,892        576,113  
  
 
 
     
 
 
  
Total anti-dilutive securities
      99,892        576,113  
  
 
 
     
 
 
  
v3.25.1
Share-based Compensation
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Share-based Compensation
11.  Share-based Compensation
Prior to the Corporate Reorganization and IPO, share-based compensation expense (income) primarily related to awards in the form of Restricted Interest Units. These cash-settled awards were recorded as liabilities until payout was made or the award was forfeited. These units vested in their entirety on the third anniversary of their grant date. Vesting is subject to continued service. Compensation costs are recognized ratably over the vesting period based upon the value of the awards as of period end.
The value of these awards was remeasured and reported as Share-based compensation liability on the accompanying Consolidated Balance Sheets at the end of each reporting period based on the change in calculated value of the shares pursuant to the prescribed calculation contained in the Restricted Interest Purchase Agreements. The primary inputs used to value the awards are the volume and accumulated vesting status of the issued awards and the historical adjusted earnings of the Company (inclusive of share-based compensation expense (income), outstanding capital and debt obligations of the Company as of the measurement date). The liability and corresponding expense were adjusted accordingly until the awards are settled. Vested Restricted Interest Units are typically repurchased by the Company upon termination of employment at the calculated value.
The Company recorded $15,210 and $0 of share-based compensation liability within Other liabilities on its Consolidated Balance Sheets as of December 31, 2023 and December 31, 2024, respectively.
 
Prior to the Corporate Reorganization, for the years ended December 31, 2023, and 2024, the Company recorded ($6,090) and $5,673 of share-based compensation income and expense, respectively, related to the Restricted Interest Units.
Restricted Interest Units Conversion
In connection with the Corporate Reorganization and IPO, Restricted Interest Unit awards associated with the Converted Subsidiaries and Guardian Pharmacy, LLC were converted to Common Units of Guardian Pharmacy, LLC, with the Common Units in Guardian Pharmacy, LLC then being converted into 12,321,282 shares of Class B common stock of the Company, some of which are subject to additional service vesting requirements (see Note 1 Organization and Background above for further discussion of the Corporate Reorganization and IPO). This conversion of Restricted Interest Units was treated as a modification, and as a result, the Company recognized $125,741 of share-based compensation expense during the year ended December 31, 2024, attributable to the increased fair value of the vested units. This is considered an expense of the Company, as it was incurred in connection with the Corporate Reorganization and IPO, and as such, it is included in net income (loss) attributable to Guardian Pharmacy Services, Inc. on the consolidated statements of operations for year ended December 31, 2024.
 
 
As
the modified Restricted Interest Units were ultimately converted into Class B common stock of the Company, the fair value of the awards was calculated based on the fair value of Class A common stock issued in the IPO, discounted for a lack of registration, as the Class B common stock is unregistered. The discount was determined using the Finnerty Model using the following assumptions:
 
 
  
Year ended December 31,

2024
 
Volatility
      60.0 % 
Expected life (in months)
      6.0  
Risk-free rate
      4.3 % 
Fair value per unit
    $ 14.00  
We estimated the future stock price volatility based on the volatility of a set of publicly traded comparable companies with a look back period consistent with the expected life. The estimated life was based on the assumed period of time required should the Company choose to register the Class B common stock. The risk-free rate is based on the rate for a U.S. government security with the same estimated life. The Class B common stock issued in connection with the Corporate Reorganization and IPO will convert to Class A common stock over a period of two years following the date of issuance, which was the closing date of the IPO, and as such, the fair value per unit is based on the IPO price of Class A common stock of $14.00.
Class B common stock, issued as incentive awards, activity is as follows during the
per
iods indicated:
 
 
  
Class B Common Stock
 
  
Weighted Average Grant

Date Fair Value
 
Unvested at September 27, 2024
  
 
— 
 
  
$
—
 
Granted
  
 
12,321,282
 
  
$
12.67
 
Vested
  
 
(11,070,502
) 
  
$
12.60
 
Forfeited
  
 
(7,074
) 
  
$
13.30
 
  
 
 
 
  
Unvested at December 31, 2024
  
 
1,243,706
 
  
$
13.30
 
  
 
 
 
  
In
 
addition to the Class B common stock issued in connection with the Corporate
Reo
rganization and IPO, the Company has share-based compensation awards in the form of Restricted Stock Units for Class A common stock of the Company (discussed further below), and Restricted Interest Unit awards (related to the
Non-Converted
Subsidiaries) of Guardian Pharmacy, LLC. The Restricted Interest Unit awards outstanding subsequent to the IPO are immaterial to the financial statements.
2024 Equity and Incentive Compensation Plan
In connection with the IPO and the Corporate Reorganization, the Company adopted the Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan (the “2024 Plan”). The 2024 Plan became effective on September 27, 2024 upon consummation of the IPO, in accordance with its terms. The number of shares of our Class A common stock available for awards under the 2024 Plan shall be, in the aggregate, 2,000,000 shares (the “Overall Share Limit”). The Overall Share Limit will be automatically increased on the first day of each fiscal year, beginning in 2025 and ending in 2034, by an amount equal to the lesser of (a) 1% of the shares of our common stock (including both Class A common stock and Class B common stock) outstanding on the last day of the immediately preceding fiscal year and (b) su
ch
smaller number of shares as determined by our board of directors. Such shares may be shares of original issuance or treasury shares or a combination of the two.
 
Restricted Stock Units (“RSU”) Awards
In connection with the IPO, the Company granted RSU awards to the independent
non-employee
directors of 10,713 shares in the aggregate. The stock price used to determine the award value was the IPO price of $14.00 per share. These awards vest into shares of Class A common stock 6 months after the IPO date. Share-based compensation expense recorded for the RSU awards during the year ended December 31, 2024 was not material.
Restricted Stock Unit activity was as follows during the periods indicated:
 
 
  
Restricted Stock Units
 
  
Weighted Average Grant

Date Fair Value
 
Unvested at September 27, 2024
  
 
—
 
  
$
—
 
Granted
  
 
10,713
 
  
$
14.00
 
Forfeited
  
 
—
 
  
$
—
 
  
 
 
 
  
Unvested at December 31, 2024
  
 
10,713
 
  
$
14.00
 
  
 
 
 
  
Share-based Compensation Expense (Income)
Share-based compensation expense (income) is recorded to selling, general, and administrative expenses in the consolidated statement of operations. For the years ended December 31, 2023, and 2024, the Company recorded ($6,090) and $131,490 of share-based compensation income and
expense, respectively.
As
of December 31, 2024, unamortized share-based compensation costs related to each share-based incentive award described above is as follows (in thousands, except for the remaining service period):
 
 
  
Amount
 
  
Weighted Average

Remaining Service Period

(years)
 
Class B common stock
  
$
10,050
 
  
 
0.7
 
Restricted stock units
  
 
75
 
  
 
0.3
 
  
 
 
 
  
Total unamortized share-based compensation cost
  
$
10,125
 
  
  
 
 
 
  
The Company accounts for forfeitures as they occur for each share-based incentive award above.
v3.25.1
Segments
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segments
12.  Segments
General Information
As described in Note 2 —
Summary of Significant Accounting Policies —
in 2023 the Company modified its internal management reporting including the information regularly provided to and used by the chief operating decision maker (“CODM”) to assess performance and allocate resources. As a result, the Company
re-evaluated
its operating segment conclusions and determined it has a single operating segment. This determination was primarily based on the CODM, which is our Chief Executive Officer, assessing performance and allocating resources on a consolidated basis.
The operating segment derives its revenues primarily through sales of pharmaceutical and medical products, and all revenues are derived solely in the United States.
 
Measure of segment profit or loss and assets
The CODM assesses performance of the operating segment and decides how to allocate resources based on net income (loss), which also is reported on the consolidated statements of operations as net income (loss). In addition to comparing net income (loss) against forecasted net income (loss), the CODM uses net income (loss) to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the operating segment or expansion of the operating segment through acquisitions.
The measure of operating segment assets is reported on the Consolidated Balance Sheets as total assets.
The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies in Note 2.
Reportable segment reconciliation
The following reconciliation presents operating segment revenue, net income (loss), and significant segment expenses:

 
  
Operating Segment
 
 
  
2023
 
  
2024
 
Revenue
    $ 1,046,193      $ 1,228,409  
Less:
      
Employee expenses (excluding share-based compensation expense)
      234,730        268,621  
Share-based compensation expense (income)
      (6,090 )       131,490  
Other segment items (1)
      758,740        871,725  
Depreciation and amortization
      18,234        19,772  
Interest expense
      2,859        3,278  
Income taxes
      —        4,556  
  
 
 
     
 
 
  
Segment net income (loss)
    $ 37,720      $ (71,033 ) 
  
 
 
     
 
 
  
Reconciliation of net income (loss) to consolidated statements of operations
      
Adjustments and reconciling items
      —         —   
  
 
 
     
 
 
  
Consolidated net income (loss)
    $ 37,720      $ (71,033 ) 
  
 
 
     
 
 
  
 
(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.
v3.25.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions
13.  Related Party Transactions
The Company provides pharmaceutical related services to facilities owned or managed by certain Class B Common Stock stockholders and
non-controlling
interest holders, which are considered to be related parties. Revenues attributed to these facilities was $23,450 and $23,256 for the years ended December 31, 2023 and 2024, respectively.
v3.25.1
Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes
14. Income Taxes
Guardian Pharmacy Services, Inc. is taxed as a corporation and is subject to paying corporate federal, state and local taxes on the income attributable to it from its 
100%
ownership of Guardian Pharmacy, LLC, its economic interest held in the
non-controlling
subsidiaries, as well as any stand-alone income or loss it generates.
The
 
non-controlling
entities are treated as a partnership for U.S. federal and most applicable state and local income tax purposes. Prior to the Corporate Reorganization, Guardian Pharmacy, LLC was comprised of entities treated as partnerships for income tax purposes. As a partnership it was not subject to U.S. federal and certain state and local income taxes. As a result of the Corporate Reorganization, the Company is subject to federal and state corporate income taxes beginning on September 27, 2024.
The expense (benefit) for income taxes consists (in thousands):
 
 
  
Year Ended December 31,
 
 
  
 2023 
 
  
 2024 
 
Current:
  
  
Federal
    $ —       $ 2,970  
State
      —         885  
  
 
 
     
 
 
  
Total current tax
      —         3,855  
  
 
 
     
 
 
  
Deferred:
      
Federal
      —         533  
State
      —         168  
  
 
 
     
 
 
  
Total deferred tax
      —         701  
  
 
 
     
 
 
  
Provision for income taxes
   
$
— 
 
   
$
4,556
 
  
 
 
     
 
 
  
Reconciliation
between the Company’s income tax expense and taxes computed at the federal statutory tax rate of
21
.0%
for calendar years ended December 31, 2024 and 2023 were as follows (in thousands):
 
  
Year Ended December 31,
 
 
  
 2023 
 
  
 2024 
 
Tax at federal statutory rate
    $ —      $ (13,960 ) 
Partnership income (federal) not subject to tax to the Company
      —        (8,307 ) 
State taxes (net of federal benefit)
      —        828  
Nondeductible Compensation
      —        26,406  
Other
      —        (411 ) 
  
 
 
    
 
 
  
Provision for income taxes
    $ —      $ 4,556  
  
 
 
    
 
 
  
Effective income tax rate
              (6.85 )% 
  
 
 
    
 
 
  
The Company’s effective tax rate for the year ended December 31, 2024, was
 (6.85)%
 percent. The comparison of the Company’s effective tax rate to the U.S. statutory rate of 
21
% was primarily due to the $
125,741
incremental share-based compensation charge in connection with the Corporate Reorganization and IPO (see Note 11 - Share-based Compensation for further detail on the share-based compensation charge). These compensation costs are not deductible for federal and state income taxes
 due to prior Section 83(b) elections
. Furthermore, before the Corporate Reorganization, the partnership income from Guardian Pharmacy, LLC and subsidiaries’
non-controlling
interest amounted to $39,115, which is not taxable to
the Company.
The results for the prior period do not reflect income tax expense because, prior to the Corporate Reorganization, the Company was treated as a partnership for U.S. federal and most applicable state and local income tax purposes and was not subject to corporate tax.
 
Deferred Income Taxes
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2024 and 2023 were as follows (in thousands):
 
 
  
December 31,
 
 
  
2023
 
  
2024
 
Deferred tax assets
  
  
Amortization
    $ —       $ 7,939  
Lease and rents
      —         7,382  
Insurance and bad debt reserves
      —         3,366  
Accrued expenses
      —         733  
Other
      —         341  
  
 
 
     
 
 
  
Total deferred tax assets
      —         19,761  
  
 
 
     
 
 
  
Valuation allowance for deferred tax assets
      —         —   
  
 
 
     
 
 
  
Deferred tax assets, net of valuation allowance
    $ —       $ 19,761  
  
 
 
     
 
 
  
Deferred tax liabilities
      
Lease and rents
      —         (7,139 ) 
Depreciation
      —         (6,609 ) 
Other
      —         (741 ) 
  
 
 
     
 
 
  
Net deferred tax assets
   
$
— 
 
   
$
5,272
 
  
 
 
     
 
 
  
As of December 31, 2024 and 2023, the Company had net deferred tax assets of $5,272 and $0, respectively. The increase is largely attributable to the Corporate Reorganization. As a result of the Corporate Reorganization, the Company
recognized
tax basis for the $55,176
in cash payments (the “tax
step-up”)
related to the Merger Consideration. To reflect this new taxability at the corporate level and the tax
step-up,
the Company recorded an incremental net deferred tax asset through additional
paid-in
capital of $5,973.
At the Corporate Reorganization and as of December 31, 2024, the Company concluded, based on all positive and negative evidence that it is more likely than not that all deferred tax assets will be utilized.
At December 31, 2024, the Company did not have any federal or state net operating loss carryforwards.
Unrecognized Tax Benefits
The Company recognizes income tax benefits for those income tax positions determined more likely than not to be sustained upon examination, based on the technical merits of the positions. No uncertain tax positions existed as of December 31, 2024.
Guardian Pharmacy, LLC and its subsidiaries’ federal tax returns for tax years ended December 31, 2023, 2022 and 2021 have not been examined by the Internal Revenue Service (“IRS”) and remain open as of December 31, 2024. Guardian Pharmacy, LLC and its subsidiaries’ are subject to ongoing state and local examinations for various periods. Activity related to these examinations for various periods. Activity related to these examinations did not have a material impact on the Company’s financial position or results of operations.
v3.25.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Principles of consolidation
Principles of consolidation
The accompanying consolidated financial statements include the accounts of the Company and all controlled subsidiaries (collectively, the “Company”). All intercompany transactions and accounts have been eliminated. Results of operations of the Company’s controlled subsidiaries have been included from the date of acquisition.
Basis of Presentation
Basis of Presentation
The Consolidated Financial Statements are prepared in conformity with the generally accepted accounting principles in the United States of America (“U.S. GAAP”).
The Corporate Reorganization was accounted for as a combination of entities under common control. As a result, the financial reports filed with the SEC by the Company subsequent to the Corporate Reorganization are prepared “as if” Guardian Pharmacy, LLC is the accounting predecessor of the Company. The historical operations of Guardian Pharmacy, LLC are deemed to be those of the Company. Thus, the financial statements
 
included in this report reflect (i) the historical operating results of Guardian Pharmacy, LLC prior to the Corporate Reorganization; (ii) the consolidated results of the Company and Guardian Pharmacy, LLC following the Corporate Reorganization; (iii) the assets and liabilities of the Company and Guardian Pharmacy, LLC at their historical cost; and (iv) the Company’s equity structure for all periods presented. No
step-up
basis of intangible assets or goodwill was recorded.
Guardian Pharmacy, LLC has been determined to be our predecessor for accounting purposes and, accordingly, the consolidated financial statements for periods prior to the Corporate Reorganization have been adjusted to combine the previously separate entities for presentation purposes. The Company’s financial position, results of operations and cash flows effectively represent those of Guardian Pharmacy, LLC as of and for all periods presented.
Segment Reporting
Segment Reporting
During 2023, the Company modified its internal management reporting including the information regularly used by the chief operating decision maker (“CODM”) to assess performance and allocate resources. As a result, the Company
re-evaluated
its operating segment conclusions and determined that it has a single operating segment. Changes to the Company’s operating segment conclusions have no impact on historical consolidated results of operations, financial position, or cash flows. The Company will not be required to provide recast financial information as the Company previously aggregated operating segments into one reportable segment. See Note 12
Segments
for further information.
Use of Estimates
Use of Estimates
The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates.
Fair Value
Fair Value
The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following:
 
•
 
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.
Financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, line of credit and notes payable. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to the short maturity of these instruments. The Company estimates that the carrying amount of the line of credit and notes payable approximates fair value due to the fluctuation of their variable interest rates with market movement.
 
The following table summarizes the valuation of liabilities measured at
fa
ir value on a recurring basis on the Company’s Consolidated Balance Sheets:
 
 
  
Level 1
 
 
  
Level 2
 
  
Level 3
 
December 31, 2023
      
 
 
 
 
 
 
 
Liabilities:
         
Contingent consideration obligations
(1)
    $ —       $ —       $ —   
  
 
 
     
 
 
     
 
 
  
Fair value of financial instruments
    $ —       $ —       $ —   
  
 
 
     
 
 
     
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2024
         
Liabilities:
         
Contingent consideration obligations
(1)
    $ —       $ —       $ 2,700  
  
 
 
     
 
 
     
 
 
  
Fair value of financial instruments
    $ —       $ —       $ 2,700  
  
 
 
     
 
 
     
 
 
  
 
(1)
The fair value measurement of the contingent consideration obligations arising from acquisitions is based upon Level 3 unobservable inputs including, in part, the estimate of future cash flows based upon the likelihood of achieving the various criteria triggering the payment of the obligations. The fair values of the liabilities associated with contingent consideration obligations were derived using the income approach with unobservable inputs, which included future earnings forecasts for which there is no market data. Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values. During the year ended December 31, 2024 there were no material gains or losses related to liabilities classified as Level 3 as a result of fair value adjustments. Changes in the fair value of the contingent consideration obligations are recorded within Selling, general and administrative expenses.
The following table provides a reconciliation of the activity for the Level 3 contingent consideration fair value measurements during the years ended December 31, 2023 and 2024:
 
Balance at December 31, 2022
    $ 451  
Payments
      (451 ) 
  
 
 
  
Balance at December 31, 2023
      —   
Current year acquisitions
      2,700  
  
 
 
  
Balance at December 31, 2024
    $ 2,700  
  
 
 
  
Cash and Cash Equivalents
Cash and Cash Equivalents
Cash consists primarily of demand deposits held with financial institutions. The Company considers all highly liquid investments purchased with an original maturity of three months or less when purchased to be cash equivalents for financial statement presentation.
Accounts Receivable
Accounts Receivable
Accounts receivable consists primarily of amounts due from third
parti
es (e.g., pharmacy benefit managers, insurance companies, governmental agencies, and long-term care facilities) and private pay customers. Accounts receivable are stated at cost less an allowance for credit losses, the net of which approximates fair value.
Allowance for Credit Losses
Allowance for Credit Losses
Collection of accounts receivable from customers is the Company’s primary source of operating cash flow and is critical to the operating performance and the financial condition of the Company. The primary collection risk relates to amounts due from long-term care facilities and private pay customers, as billings to these customers can be complex and may lead to payment disputes or delays. The Company establishes an allowance for accounts receivable considered to be at increased risk of becoming uncollectible to reduce the carrying value of such receivables to their estimated net realizable value.
When establishing this allowance for credit losses, the Company considers such factors as historical collection experience (i.e., payment history and credit losses) and creditworthiness, specifically identified credit risks, aging of accounts receivable, current and expected economic conditions, and other relevant factors. The allowance for credit losses is regularly reviewed for appropriateness. Judgment is used to assess the collectability of account balances and the economic ability of customers to pay. At the time a balance is definitively deemed to be uncollectible, the balance is written off against the allowance for credit losses. The charges recorded for credit losses is reported within Selling, general and administrative expenses on the Consolidated Statements of Operations. As of December 31, 2023 and 2024, the allowance for credit losses was $6,171 and $8,868,
respectively.
The
table below outlines the activity for the allowance for credit losses for the years ended December 31, 2023 and 2024:
 
Balance at December 31, 2022
    $ 5,371  
Additions
      5,718  
Deductions
      (4,918 ) 
  
 
 
  
Balance at December 31, 2023
      6,171  
Additions
      8,388  
Deductions
      (5,691 ) 
  
 
 
  
Balance at December 31, 2024
    $ 8,868  
  
 
 
  
Rebates
Rebates
The Company receives rebates, discounts, and other price concessions relating to purchases from its suppliers and vendors. The Company estimates rebates earned and the associated receivable from pharmaceutical wholesalers and manufacturers, group purchasing organizations (“GPOs”) and vendors, based on estimates of the qualifying prescriptions dispensed or the key products purchased and sold. The receivables are recognized at the end of the period in the Consolidated Financial Statements within Accounts receivable and as a reduction to Cost of goods sold and Inventories as appropriate.
Inventories
Inventories
Inventories consist primarily of purchased pharmaceuticals held for sale to customers. Inventories are recorded at the lower of cost
(first-in,
first-out
method) or net realizable value.
Physical inventory counts are taken quarterly and used to record the inventory balances on hand to ensure the amounts reflected in the accompanying Consolidated Financial Statements are properly stated. Costs include the purchase price of pharmaceuticals, which is reduced for rebates earned associated with inventory remaining at the end of each period, and overhead. There is no significant obsolescence reserve recorded since the Company
 
has not experienced (nor does it expect to experience) significant levels of inventory obsolescence write-offs due to the ability to return unused drugs to its suppliers and vendors for credit.
Property and Equipment
Property and Equipment
Property and equipment are recorded at cost, net of accumulated depreciation. See Note 4
Property and Equipment
for more information.
Leases
Leases
In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standard Codification (“ASC”), 842 - Leases (“ASC 842”), the Company has applied the practical expedient to account for the lease and
non-lease
components as a single lease component for all leases. The Company also made an accounting policy election to not recognize
right-of-use
(“ROU”) assets and liabilities for leases with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that are reasonably certain to be exercised.
For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of fixed lease payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the Company’s determination of lease payments when appropriate. Variable lease payments are recognized as incurred.
As the implicit rate is not readily determinable for the Company’s leases, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and company specific information. The Company applied a portfolio approach using an estimated incremental borrowing rate upon adoption of ASC 842.
Leases
that transfer substantially all the benefits and risks of ownership of property to the Company or otherwise meet the criteria for capitalization are accounted for as finance leases. To reflect their purchase and financing, assets acquired under finance leases are recorded on the Consolidated Balance Sheets as Property and equipment, and amounts due under finance leases are recorded as Other Liabilities, Current and Long-Term. Depreciation of assets recorded under finance leases is provided on a straight-line basis over the period of their estimated useful lives (or lease term if shorter) and is reported on the Consolidated Statements of Operations within either Cost of goods sold or Selling, general and administrative expense as determined by the nature of the
asset
. See Note 7
Lease Obligations
for more information.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
The Company’s long-lived assets consist of property and equipment, as well as intangible assets with definite lives. Intangible assets with definite lives primarily include customer lists and trademarks that are recognized as a result of acquisitions. Long-lived assets are reviewed for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.
The Company groups and evaluates long-lived assets for impairment at the lowest level at which individual cash flows can be identified whenever events or changes in circumstances indicate that the carrying value of an asset ma
y
not be recoverable. If indicators of impairment are present, the Company first compares the carrying amount of the asset group to the estimated future cash flows associated with the asset group (undiscounted and without interest charges). If the estimated undiscounted future cash flows used in this analysis are less than the carrying
amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the asset group’s fair value. If required, an impairment loss is recorded for the portion of the asset group’s carrying value that exceeds the asset group’s fair value. The Company concluded there was no impairment of long-lived assets during the years ended December 31, 2023 or 2024.
Goodwill
Goodwill
Goodwill is the excess of the consideration transferred over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method of accounting. The Company does not amortize goodwill. The Company tests its goodwill annually during the fourth quarter of its fiscal year or when events and circumstances indicate that impairment may have occurred and requires impairment charges to be recognized based on the difference between the carrying amount of the reporting unit and its fair value. Impairment testing of goodwill is required at the reporting unit level (operating segment or one level below operating segment). Prior to performing the impairment test, the Company may make a qualitative assessment of the likelihood of goodwill impairment in order to determine whether a detailed quantitative analysis is required. The Company’s annual impairment testing date is October 1.
No impairment of goodwill resulted from the Company’s annual impairment testing in 2023 or 2024. See Note 5
Goodwill and Intangible Assets
for more information.
Intangible Assets
Intangible Assets
The Company’s intangible assets with definite lives primarily include customer lists and trademarks. Intangible assets are stated at their acquired fair value less accumulated amortization. These assets are amortized over periods ranging from five to twenty years using a straight-line method. The Company considers the period of expected cash flows and underlying data to be the best estimate in measuring fair value when determining their useful lives.
Contingent Consideration
Contingent Consideration
When an acquisition involves a contingent consideration arrangement, the Company recognizes a liability as of the acquisition date equal to the fair value of expected contingent payments. This liability is remeasured each reporting period and changes in the fair value are reported within Selling, general and administrative expenses on the Consolidated Statements of Operations. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing or likelihood of achieving certain revenue or other targets. Payments made greater than three months after the acquisition date up to the fair value of the contingent consideration established at the acquisition date are reported as financing activities on the Consolidated Statements of Cash Flows while payments in excess of such amounts are reported as operating activities on the Consolidated Statements of Cash Flows.
The terms of the contingent consideration arrangement may include certain provisions that the Company contribute additional capital to its subsidiaries to fund payment of the contingent payment when earned. These provisions may also require the Company to issue additional equity in its subsidiaries to
non-controlling
interest members to avoid dilution of their ownership upon payment of contingent obligations.
Loss Contingencies
Loss Contingencies
The Company may become involved in legal proceedings and other matters that may result in loss contingencies. A liability is established for such matters when it is probable that a loss has been incurred and the amount of loss
can be reasonably estimated. Liabilities for loss contingencies are recorded within Other current liabilities and Other liabilities on the Company’s Consolidated Balance Sheets. See Note 9
Commitments and Contingencies
for more information.
Revenue Recognition
Revenue Recognition
Revenue is recognized when control of the promised goods are transferred or services are provided to customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Each prescription represents a separate performance obligation of the Company, separate and distinct from other prescriptions under customer arrangements.
A significant portion of the Company’s revenues from sales of pharmaceutical and medical products is subject to reimbursement by federal Medicare (i.e., Part A, B, D) programs and state Medicaid programs. The total net sales and receivables reported on the Company’s Consolidated Financial Statements are recorded at the amount expected to be ultimately received from these payors. Billing functions for a portion of the Company’s revenue systems are largely computerized, submitting claims for online adjudication electronically, with simultaneous feedback of the amount expected to be received at the time of sale to determine and record net revenues.
Patient
co-payments
are billed to the patient as part of the Company’s normal billing procedures. Additionally, the Company bills certain long-term care facilities for the sale of pharmaceuticals. These billings are subject to the Company’s normal accounts receivable collections procedures. No disaggregation of revenue is necessary as the impact of economic factors is comparable due to the similarity in the types of services provided for the long-term care facilities or residents served.
Concentrations of Credit Risk
Concentrations of Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and accounts receivable.
At times, cash balances at financial institutions are in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance coverage. FDIC insurance covers all deposit accounts, including checking and savings accounts, money market deposit accounts, and certificates of deposit, up to $250 per depositor, per insured bank, for each account ownership category. The Company believes it mitigates any risks by depositing cash with major financial institutions.
Credit
risk on accounts receivable is generally diversified due to the number of entities comprising the customer base. The Company generally does not require collateral from its customers in connection with the extension of credit in the form of accounts receivable balances. Management regularly reviews the allowances for credit losses for appropriateness.
Fo
r the years ended December 31, 2023 and 2024, no single customer accounted for 10% or more of the Company’s revenues.
Delivery Expenses
Delivery Expenses
The Company incurred expenses totaling $35,538 and $40,716 for the ye
ar
s ended December 31, 2023 and 2024, respectively, to deliver products sold to its customers. Delivery expenses are reported within Cost of goods sold on the Consolidated Statements of Operations.
Advertising and Marketing Expenses
Advertising and Marketing Expenses
The Company incurred advertising and marketing expenses totaling $3,384 and $3,502 for the years ended December 31, 2023 and 2024, respectively. Advertising and marketing expenses are expensed as incurred and are reported within Selling, general, and administrative expenses on the Consolidated Statements of Operations.
Share-based Compensation
Share-based Compensation
The Company records compensation costs related to the vesting of equity-based and liability-based awards on its Consolidated Statements of Operations. See Note 11
Share-based Compensation
for more information.
Stockholders' Equity
Stockholders’ Equity
Common Stock
We have two classes of common stock: Class A common stock, which has one vote per share, and Class B common stock, which has one vote per share. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders (including the election of directors), except as otherwise required by applicable law and except in connection with amendments to our certificate of incorporation that increase or decrease the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of either class so as to affect the holders of such shares adversely. There are no shares of preferred stock outstanding.
Voting
Holders of shares of our Class A common stock and Class B common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors elected by our stockholders. The holders of our Class A common stock and Class B common stock do not have cumulative voting rights in the election of directors.
Dividends
Holders of shares of our Class A common stock and Class B common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.
Liquidation
Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock and Class B common stock will be entitled to receive ratably our remaining assets available for distribution, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.
Fully Paid and
Non-Assessable
All shares of our Class A common stock and Class B common stock outstanding are fully paid and
non-assessable.
The Class A common stock and Class B common stock will not be subject to further calls or assessments by us.
 
Rights and Preferences
Holders of shares of our Class A common stock do not have preemptive, conversion, subscription or redemption rights. Holders of shares of our Class B common stock do not have preemptive, subscription or redemption rights. Shares of our Class B common stock are convertible into shares of our Class A common stock as described below under “—Transfer Restrictions and Conversion of Class B Common Stock.” There are no redemption or sinking fund provisions applicable to the Class A common stock or Class B common stock. The rights powers, preferences and privileges of our Class A common stock and Class B common stock are subject to those of the holders of any shares of our preferred stock or any other series or class of stock we may authorize and issue in the future.
Transfer Restrictions and Conversion of Class B Common Stock
Shares of Class B common stock may not be transferred by the holder thereof, unless such transfer is a “Permitted Transfer.” We refer to a transferee of shares of Class B common stock received in a Permitted Transfer as a “Permitted Transferee.” In accordance with our certificate of incorporation, a “Permitted Transfer” generally will include any transfer of Class B common stock (i) approved in advance by our board of directors; (ii) to a family member of the holder; (iii) to certain entities owned by the holder or certain trusts (each, a “Permitted Entity”); (iv) upon a holder’s death by will, intestate succession or operation of law; or (v) by a Permitted Entity to a family member of the holder or any other Permitted Entity of the holder.
As provided in our certificate of incorporation, with respect to each holder of Class B common stock (and any subsequent Permitted Transferee) (a “Qualified Stockholder”), such holder’s shares of Class B common stock will automatically convert into shares of Class A common stock on a
one-for-one
basis pursuant to the
two-year
conversion schedule set forth in our certificate of incorporation. We refer to the date of issuance of the relevant shares of Class B common stock as the “Class B Issuance Date.” With respect to each holder being issued shares of Class B common stock on the Class B Issuance Date, 25% of such holder’s shares of Class B common stock will convert 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.
If the conversion of any shares of Class B common stock would result in the conversion of any fractional share, the number of shares so converted will be rounded down to the nearest whole number. Notwithstanding the foregoing conversion terms, our board of directors may accelerate the conversion of all or any portion of Class B common stock to earlier times, including to permit participation of holders of Class B common stock in
underwritten secondary public offerings or for any other reason.
Members' Equity (all numbers presented as whole numbers)
Members’ Equity (all numbers presented as whole numbers)
Prior to the Corporate Reorganization, Guardian Pharmacy, LLC had two classes of members: preferred and common. Generally, 1.0 preferred unit was issued for each $1,000 of capital contributed prior to March 1, 2007, and 0.8338 preferred units were issued for each $1,000 of capital contributed from March 1, 2007 to February 28, 2011. Subsequent to February 28, 2011, 0.5087 preferred units were issued for each $1,000 contributed. In addition, preferred unit holders were entitled to a preferred return of 6% annually on their unrecovered capital balance. As of December 31, 2023 and 2024, there was no unrecovered capital or unpaid preferred return
outstanding.
Prior
to the Corporate Reorganization, net income and distributions were allocated to the preferred and common unit holders in accordance with the Guardian Pharmacy, LLC Operating Agreement. In the case of certain events, the preferred units could have been converted into common units on a
one-to-one
basis. Additionally, common units in the Company could have been issued in exchange for minority interests owned in a
subsidiary.
 
As
 
of December 31, 2023, there were 27,407 (issued in the amount of $31,645,099) Series A Preferred Units issued and Outstanding. As of December 31, 2023, there were 5,048 (issued in the amount of $9,000,000) Series B Preferred Units issues and outstanding. All Preferred Units were converted as part of the Corporate Reorganization and none were outstanding as of December 31, 2024. In general, Series B Preferred had distribution priority over Series A Preferred.
Income Taxes
Income Taxes
The Company is a taxable entity. As discussed in Note 1, prior to the Corporate Reorganization, Guardian Pharmacy, LLC was comprised of entities treated as partnerships for income tax purposes, and the federal income taxes on taxable income or losses realized by Guardian Pharmacy, LLC were the obligation of the individual members or partners. As a result of the Corporate Reorganization, the Company is subject to federal and state corporate income taxes. The accompanying financial statements include a provision for income taxes based on the period when the Company’s operations are taxable.
The Company accounts for income taxes pursuant to the asset and liability method of ASC 740, Income Taxes, which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year and deferred tax assets or liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates as well as net operating losses and credit carryforwards, which will be in effect when these differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when, based upon the available evidence, it is more likely than not that a portion or all of a deferred tax asset will not be realized.
In determining the Company’s tax expense for financial reporting purposes, the Company establishes a reserve when there are transactions, calculations and tax filing positions for which the tax determination is uncertain and it is more likely than not that such positions would not be sustained upon examination. The Company’s policy is to recognize potential interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2023 and 2024, no liability for uncertain tax positions was required. See Note 14
Income Taxes
for additional disclosures regarding income taxes.
The Company prepares and files tax returns based on interpretations of tax laws and regulations. The Company’s tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities. Prior to the Corporate Reorganization, Guardian Pharmacy, LLC was subject to minimal state income taxes, including the Texas margin tax.
Debt Issuance Costs
Debt Issuance Costs
Debt issuance costs are amortized to interest expense, using the effective interest method, based on forecasted principal payments, over the estimated life of the related debt instrument. The Company presents debt issuance costs related to notes payable as a direct reduction of Notes payable on the Consolidated Balance Sheets. Debt issuance costs related to the line of credit are presented as Other current assets.
 
New Accounting Pronouncements
New Accounting Pronouncements
The following table provides a description of recent accounting pronouncements that are applicable to the Company’s Consolidated Financial Statements:
 
New Accounting Standards Adopted
ASU Number and
Name      
  
Description
  
Date of Adoption
  
Effect on the unaudited interim
Consolidated Financial
Statements upon adoption
2016-13,
2018-19,
2019-04,
2019-05,
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
  
ASU
2016-13
and its subsequent corresponding updates provide guidance for the impairment model for financial assets measured at amortized cost. For trade and other receivables,
held-to-maturity
debt securities, loans and other instruments, entities are required to use a forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For
available-for-sale
debt securities with unrealized losses, entities will measure credit losses as it is done today, except that the losses will be recognized as an allowance rather than a reduction in the amortized cost of the securities.
  
January 1, 2023
  
The Company adopted the standard on January 1, 2023 with no material impact on its Consolidated Financial Statements.
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
  
January 1, 2024 for annual disclosures. January 1, 2025 for interim disclosures.
  
The Company adopted the standard on January 1, 2024. See Note 12
Segments
for new disclosures.

ASU Number and
Name      
  
Description
  
Date of Adoption
  
Effect on the unaudited interim
Consolidated Financial
Statements upon adoption
  
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.
  
  
 
New Accounting Standard Not Yet Effective
ASU Number and
Name      
  
Description
  
Anticipated 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.
 
 
ASU Number and
Name      
  
Description
  
Anticipated Date of
Adoption
  
Effect on the unaudited interim
Consolidated Financial
Statements upon adoption
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.
v3.25.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Summary of Liabilities Measured at Fair Value on a Recurring Basis on the Company's Consolidated Balance Sheets
The following table summarizes the valuation of liabilities measured at
fa
ir value on a recurring basis on the Company’s Consolidated Balance Sheets:
 
 
  
Level 1
 
 
  
Level 2
 
  
Level 3
 
December 31, 2023
      
 
 
 
 
 
 
 
Liabilities:
         
Contingent consideration obligations
(1)
    $ —       $ —       $ —   
  
 
 
     
 
 
     
 
 
  
Fair value of financial instruments
    $ —       $ —       $ —   
  
 
 
     
 
 
     
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2024
         
Liabilities:
         
Contingent consideration obligations
(1)
    $ —       $ —       $ 2,700  
  
 
 
     
 
 
     
 
 
  
Fair value of financial instruments
    $ —       $ —       $ 2,700  
  
 
 
     
 
 
     
 
 
  
 
(1)
The fair value measurement of the contingent consideration obligations arising from acquisitions is based upon Level 3 unobservable inputs including, in part, the estimate of future cash flows based upon the likelihood of achieving the various criteria triggering the payment of the obligations. The fair values of the liabilities associated with contingent consideration obligations were derived using the income approach with unobservable inputs, which included future earnings forecasts for which there is no market data. Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values. During the year ended December 31, 2024 there were no material gains or losses related to liabilities classified as Level 3 as a result of fair value adjustments. Changes in the fair value of the contingent consideration obligations are recorded within Selling, general and administrative expenses.
Summary of Reconciliation of the Activity for the Level 3 Contingent Consideration Fair Value Measurements
The following table provides a reconciliation of the activity for the Level 3 contingent consideration fair value measurements during the years ended December 31, 2023 and 2024:
 
Balance at December 31, 2022
    $ 451  
Payments
      (451 ) 
  
 
 
  
Balance at December 31, 2023
      —   
Current year acquisitions
      2,700  
  
 
 
  
Balance at December 31, 2024
    $ 2,700  
  
 
 
  
Summary of Outlines the Activity for the Allowance for Credit Losses
The
table below outlines the activity for the allowance for credit losses for the years ended December 31, 2023 and 2024:
 
Balance at December 31, 2022
    $ 5,371  
Additions
      5,718  
Deductions
      (4,918 ) 
  
 
 
  
Balance at December 31, 2023
      6,171  
Additions
      8,388  
Deductions
      (5,691 ) 
  
 
 
  
Balance at December 31, 2024
    $ 8,868  
  
 
 
  
v3.25.1
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2024
Business Combinations [Abstract]  
Summary of Preliminary Recognition of the Assets and Liabilities of the Acquisitions
The recognition of the assets and liabilities of the Acquisitions as of December 31, 2024 is as follows:
 
(in thousands)
  
Fair Value
 
Total purchase consideration
    $ 17,410  
Net assets acquired:
   
Inventory
      2,671  
Other assets
      2,446  
Intangible Assets
      6,236  
Other liabilities
      (1,822 ) 
Non-controlling
interest equity
      (5,371 ) 
  
 
 
  
Net assets acquired
      4,160  
  
 
 
  
Goodwill
    $ 13,250  
  
 
 
  
v3.25.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Summary of Property and Equipment Estimated Useful Lives
Property and equipment are depreciated on a straight-line basis over the period of their estimated useful lives. As of December 31, 2024, the estimated useful lives of the Company’s assets are as follows:
 
Pharmacy and lab equipment
    5–7 years
Automobiles
    3 years
Computer equipment and software
    3 years
Leasehold improvements
    Lesser of useful life or lease term
Furniture, fixtures, and office equipment
    5 years
Summary of Property and Equipment
Property and equipment as of December 31,
consisted
of the following:
 
 
  
2023
 
  
2024
 
Pharmacy and lab equipment
    $ 60,506
 
 
 
    $ 68,635  
Automobiles
      17,918        18,855  
Computer equipment and software
      13,825        15,087  
Leasehold improvements
      14,043        17,345  
Furniture, fixtures, and office equipment
      7,696        7,941  
  
 
 
     
 
 
  
     113,988        127,863  
Less accumulated depreciation
      (68,924 )       (77,980 ) 
  
 
 
     
 
 
  
Total property and equipment, net
    $ 45,064      $ 49,883  
  
 
 
     
 
 
  
v3.25.1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of Change in Carrying Amount of Goodwill
A summary of the change in the carrying amount of goodwill for the year ended December 31, 2024 is as follows:
 
Balance at December 31, 2023
    $
 
 56,046  
Acquisitions
      13,250  
  
 
 
  
Balance at December 31, 2024
    $ 69,296  
  
 
 
  
Summary of Customer Lists, Trademarks and Other Intangible Assets Estimated Useful Lives Customer lists, trademarks and other intangible assets are amortized on a straight-line basis over the period of their estimated useful lives as follows:
 
Customer lists
  
 
9 to 10 years
 
Trademarks and other intangible assets
  
 
5 to 20 years
 
Summary of Carrying Amount and Accumulated Amortization of Customer Lists, Trademarks and Other Intangible Assets
The carrying amount and accumulated amortization of the customer lists, trademarks and other intangible assets as of December 31 are as follows:
 
 
  
2023
 
  
2024
 
 
  
Gross

Carrying

Amount
 
  
Accumulated

Amortization
 
 
Net

Carrying

Amount
 
  
Gross

Carrying

Amount
 
  
Accumulated

Amortization
 
 
Net

Carrying

Amount
 
Intangible assets:
                
Customer lists
    $ 42,267      $ (31,978 )    $ 10,289      $ 47,953      $ (34,889 )    $ 13,064  
Trademarks and other inta
ng
ible assets
      7,181        (5,491 )      1,690        7,731        (5,883 )      1,848  
  
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
  
Total intangible assets
    $ 49,448      $ (37,469 )    $ 11,979      $ 55,684      $ (40,772 )    $ 14,912  
  
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
  
Summary of Estimated Amortization Expense For Next Five Years
The
estimated amortization expense for the next five years ending December 31 and thereafter is as follows:
 
2025
    $ 3,290  
2026
      2,748  
2027
      2,290  
2028
      1,967  
2029
      1,569  
Thereafter
      3,048  
  
 
 
  
Total
    $
 
 14,912  
  
 
 
  
v3.25.1
Debt Arrangements (Tables)
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Summary of Long-term Debt
Notes payable consists of the following:
 
(in thousands)
  
December 31, 2023
 
 
  
December 31, 2024
 
Term loan
    $ 23,000      $ —   
Deferred financing costs, net
      (31 )       —   
  
 
 
     
 
 
  
Total notes payable
      22,969        —   
Less current portion
      (3,977 )       —   
  
 
 
     
 
 
  
Notes payable, net of current portion
    $ 18,992      $ —   
  
 
 
     
 
 
  
v3.25.1
Lease Obligations (Tables)
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Summary of Lease Related Assets and Liabilities
The following table summarized the lease-related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of December 31:

 
  
 
  
December 31,
 
Assets
  
Balance Sheet Location
  
2023
 
 
2024
 
Operating lease assets
  
Operating lease
right-of-use
assets
   $ 28,113     $ 29,079  
Finance lease assets
  
Property and equipment, net
     8,192       6,870  
   
 
 
    
 
 
  
Total lease assets
     $ 36,305     $ 35,949  
   
 
 
    
 
 
  
Liabilities
      
Current
      
Operating lease liabilities
  
Operating leases, current portion
   $ 6,229     $ 6,836  
Finance lease liabilities
   Other current liabilities     3,915       3,783  
Noncurrent
      
Operating lease liabilities
  
Operating leases, net of current portion
     22,803       23,297  
Finance lease liabilities
   Other liabilities     4,236       3,416  
   
 
 
    
 
 
  
Total lease liabilities
     $ 37,183     $ 37,332  
   
 
 
    
 
 
  
Weighted-average remaining lease term
      
Operating leases
       5.3 years       4.8 years  
Finance leases
       2.6 years       2.3 years  
Weighted-average discount rate
      
Operating leases
       5.09 %      5.51 % 
Finance le
as
es
       5.77 %      6.02 % 
Summary of Lease Related Costs For Finance and Operating Leases
The following tables summarize the lease-related costs for finance and operating leases for the years ended December 31:
 
 
  
2023
 
  
2024
 
Finance lease cost
      
Amortization of leased assets
    $ 3,801
 

    $ 4,212  
Interest on lease liabilities
      456        498  
Operating lease cost
      7,641        8,405  
Short-term lease cost
      247        233  
Variable lease cost
      1,914        2,092  
  
 
 
     
 
 
  
Total lease cost
    $
 
 14,059      $
 
 15,440  
  
 
 
     
 
 
  
Other Information
 
 
  
Year Ended

December 31, 2023
 
  
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended

December 31, 2024
 
Cash paid for amounts included in the measurement
of lease liabilities
  
  
Operating cash flows for operating leases
    $ 9,104      $ 10,634  
Operating cash flows for finance leases
    $ 424      $ 442  
Financing cash flows for finance leases
    $ 3,893      $ 4,481  
Summary of Operating Lease Liabilities and Finance Lease Liabilities
The table below reconciles the undiscounted cash flows for each of the first five years and the total of the remaining years to the operating lease liabilities and finance lease liabilities recorded on the December 31, 2024 Consolidated Balance Sheet.
 
 
  
Operating

Leases
 
  
Finance

Leases
 
2025
    $ 7,804      $ 4,216  
2026
      7,203        2,597  
2027
      6,467        986  
2028
      5,652        119  
2029
      4,740        63  
Thereafter
      2,546        —   
  
 
 
     
 
 
  
Total lease payments
      34,412        7,981  
Less: amount of lease payments representing interest
      (4,279 )       (782 ) 
  
 
 
     
 
 
  
Present value of future lease payments
      30,133        7,199  
Less: current obligations under leases
      (6,836 )       (3,783 ) 
  
 
 
     
 
 
  
Long-term lease obligations
    $
 
 23,297      $ 3,416  
  
 
 
     
 
 
  
v3.25.1
Basic and Diluted Loss Per Share (Tables)
 12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Summary of Basic Net Income (Loss) Per Share of Class A and Class B Common Stock
The following table sets forth (in thousands) the computation of net income (loss) attributable to the Company used to compute basic net income (loss) per share of Class A and Class B common stock for the year ended December 31, 2024.
 
(in thousands)
  
Year Ended December 31, 2024
 
Numerator:
  
Net income (loss)
    $ (71,033 ) 
Less: Net income attributable to Guardian Pharmacy, LLC prior to the Corporate Reorganization
      22,760  
Less: Net income attributable to noncontrolling interests
      16,254  
  
 
 
  
Net income (loss) attributable to Guardian
Pharmacy Services, Inc.
    $ (110,047 ) 
  
 
 
  
Summary of Basic and Diluted Net Income Per Share of Class A and Class B Common Stock
The
following table sets forth the computation of basic
and
diluted net income per share of Class A and Class B common stock (in thousands, except share amounts, and per share amounts):
 
 
  
Year Ended December 31,

2024
 
 
  
Class A
 
  
Class B
 
Basic net income (loss) per share attributable to common
stockholders
  
  
 
 
 
 
 
 
 
 
Numerator:
  
  
Allocation of net income (loss) attributable to Guardian Pharmacy
Inc.
    $ (16,261 )     $ (93,786 ) 
Denominator:
      
Weighted average number of shares of Class A and Class B
common stock outstanding
      9,162,500        52,843,311  
  
 
 
     
 
 
  
Basic net income (loss) per share attributable to common
stockholders
    $ (1.77 )     $ (1.77 ) 
  
 
 
     
 
 
  
Diluted net income (loss) per share attributable to common
stockholders
      
Numerator:
      
Allocation of net income (loss) attributable to Guardian Pharmacy
Inc.
    $ (16,261 )     $ (93,786 ) 
Denominator:
      
Number of shares used in basic computation
      9,162,500        52,843,311  
Dilutive Restricted Stock Units and Class B Common Stock
      —         —   
  
 
 
     
 
 
  
Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income (loss) per share
      9,162,500        52,843,311  
  
 
 
     
 
 
  
Diluted net income (loss) per share attributable to common
stockholders
    $ (1.77 )     $ (1.77 ) 
  
 
 
     
 
 
  
Summary of Diluted Shares Outstanding as the Effect would have been Anti-Dilutive
The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:
 
 
  
Year Ended December, 31

2024
 
 
  
Class A
 
  
Class B
 
Anti-dilutive unvested Restricted Stock Units and Class B Common Stock
      99,892        576,113  
  
 
 
     
 
 
  
Total anti-dilutive securities
      99,892        576,113  
  
 
 
     
 
 
  
v3.25.1
Share-based Compensation (Tables)
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Summary of Discount was Determined Using the Finnerty Model The discount was determined using the Finnerty Model using the following assumptions:
 
 
  
Year ended December 31,

2024
 
Volatility
      60.0 % 
Expected life (in months)
      6.0  
Risk-free rate
      4.3 % 
Fair value per unit
    $ 14.00  
Summary of Class B Common Stock, Issued as Incentive Awards, Activity
Class B common stock, issued as incentive awards, activity is as follows during the
per
iods indicated:
 
 
  
Class B Common Stock
 
  
Weighted Average Grant

Date Fair Value
 
Unvested at September 27, 2024
  
 
— 
 
  
$
—
 
Granted
  
 
12,321,282
 
  
$
12.67
 
Vested
  
 
(11,070,502
) 
  
$
12.60
 
Forfeited
  
 
(7,074
) 
  
$
13.30
 
  
 
 
 
  
Unvested at December 31, 2024
  
 
1,243,706
 
  
$
13.30
 
  
 
 
 
  
Summary of Restricted Stock Unit Activity
Restricted Stock Unit activity was as follows during the periods indicated:
 
 
  
Restricted Stock Units
 
  
Weighted Average Grant

Date Fair Value
 
Unvested at September 27, 2024
  
 
—
 
  
$
—
 
Granted
  
 
10,713
 
  
$
14.00
 
Forfeited
  
 
—
 
  
$
—
 
  
 
 
 
  
Unvested at December 31, 2024
  
 
10,713
 
  
$
14.00
 
  
 
 
 
  
Schedule of Unamortized Share Based Compensation Incentive Awards
As
of December 31, 2024, unamortized share-based compensation costs related to each share-based incentive award described above is as follows (in thousands, except for the remaining service period):
 
 
  
Amount
 
  
Weighted Average

Remaining Service Period

(years)
 
Class B common stock
  
$
10,050
 
  
 
0.7
 
Restricted stock units
  
 
75
 
  
 
0.3
 
  
 
 
 
  
Total unamortized share-based compensation cost
  
$
10,125
 
  
  
 
 
 
  
v3.25.1
Segments (Tables)
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Summary of Operating Segment Revenue, Net Income (Loss)
The following reconciliation presents operating segment revenue, net income (loss), and significant segment expenses:

 
  
Operating Segment
 
 
  
2023
 
  
2024
 
Revenue
    $ 1,046,193      $ 1,228,409  
Less:
      
Employee expenses (excluding share-based compensation expense)
      234,730        268,621  
Share-based compensation expense (income)
      (6,090 )       131,490  
Other segment items (1)
      758,740        871,725  
Depreciation and amortization
      18,234        19,772  
Interest expense
      2,859        3,278  
Income taxes
      —        4,556  
  
 
 
     
 
 
  
Segment net income (loss)
    $ 37,720      $ (71,033 ) 
  
 
 
     
 
 
  
Reconciliation of net income (loss) to consolidated statements of operations
      
Adjustments and reconciling items
      —         —   
  
 
 
     
 
 
  
Consolidated net income (loss)
    $ 37,720      $ (71,033 ) 
  
 
 
     
 
 
  
 
(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.
v3.25.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Summary of The Expense (Benefit) For Income Taxes
The expense (benefit) for income taxes consists (in thousands):
 
 
  
Year Ended December 31,
 
 
  
 2023 
 
  
 2024 
 
Current:
  
  
Federal
    $ —       $ 2,970  
State
      —         885  
  
 
 
     
 
 
  
Total current tax
      —         3,855  
  
 
 
     
 
 
  
Deferred:
      
Federal
      —         533  
State
      —         168  
  
 
 
     
 
 
  
Total deferred tax
      —         701  
  
 
 
     
 
 
  
Provision for income taxes
   
$
— 
 
   
$
4,556
 
  
 
 
     
 
 
  
Summary of Reconciliation Between The Company's Income Tax Expense and Taxes
Reconciliation
between the Company’s income tax expense and taxes computed at the federal statutory tax rate of
21
.0%
for calendar years ended December 31, 2024 and 2023 were as follows (in thousands):
 
  
Year Ended December 31,
 
 
  
 2023 
 
  
 2024 
 
Tax at federal statutory rate
    $ —      $ (13,960 ) 
Partnership income (federal) not subject to tax to the Company
      —        (8,307 ) 
State taxes (net of federal benefit)
      —        828  
Nondeductible Compensation
      —        26,406  
Other
      —        (411 ) 
  
 
 
    
 
 
  
Provision for income taxes
    $ —      $ 4,556  
  
 
 
    
 
 
  
Effective income tax rate
              (6.85 )% 
  
 
 
    
 
 
  
Summary of Deferred Tax Assets and Deferred Tax Liabilities
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2024 and 2023 were as follows (in thousands):
 
 
  
December 31,
 
 
  
2023
 
  
2024
 
Deferred tax assets
  
  
Amortization
    $ —       $ 7,939  
Lease and rents
      —         7,382  
Insurance and bad debt reserves
      —         3,366  
Accrued expenses
      —         733  
Other
      —         341  
  
 
 
     
 
 
  
Total deferred tax assets
      —         19,761  
  
 
 
     
 
 
  
Valuation allowance for deferred tax assets
      —         —   
  
 
 
     
 
 
  
Deferred tax assets, net of valuation allowance
    $ —       $ 19,761  
  
 
 
     
 
 
  
Deferred tax liabilities
      
Lease and rents
      —         (7,139 ) 
Depreciation
      —         (6,609 ) 
Other
      —         (741 ) 
  
 
 
     
 
 
  
Net deferred tax assets
   
$
— 
 
   
$
5,272
 
  
 
 
     
 
 
  
v3.25.1
Organization and Background - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Sep. 27, 2024
Dec. 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Conversion of stock, shares issued   54,094,232
Payments for merger related costs   $ 55,176
Adjustment of deferred tax asset liability through additional paid in capital   5,973
Shares issued, price per share $ 14  
Stock issued during period, value, new issues $ 119,784 $ 106,762
Payment of underwriting discounts 9,016  
Addition of underwriting discounts incurred of offering costs $ 13,023  
Stockholders' equity note, stock split   one-for-one
Guardian Pharmacy, LLC [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Subsidiary, ownership percentage, parent   100.00%
Common Class B [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Conversion of stock per shares converted   $ 0.001
Right to receive per share cash   1.02
Common Class A [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Common stock, par or stated value per share   $ 0.001
Stock issued during period, shares, new issues 9,200,000  
Percentage Of Conversion Of Share   25.00%
Common Class A [Member] | IPO [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Stock issued during period, shares, new issues 8,000,000  
Common Class A [Member] | Additional Paid-in Capital [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Stock issued during period, shares, new issues 1,200,000  
v3.25.1
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Feb. 11, 2011
Mar. 01, 2007
Feb. 28, 2007
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Unrecognized tax benefits $ 0 $ 0        
Accounts Receivable, Allowance for Credit Loss 8,868 6,171 $ 5,371      
Marketing and Advertising Expense 3,502 3,384        
Direct Operating Costs 40,716 $ 35,538        
Goodwill, Impairment Loss $ 0          
Certificates of Deposit [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Certificates Of Deposit Per Person For Accounts Ownership 250          
Preferred Stock [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Preferred Stock, Shares Issued       0.5087 0.8338 1
Preferred Stock, Value, Issued       $ 1,000 $ 1,000 $ 1,000
Percentage Of Unrecovered Capital Balance       6.00%    
Common Class A [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Percentage Of Conversion Of Share 25.00%          
Preferred Class A [Member] | Preferred Stock [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Preferred Stock, Shares Issued   27,407        
Preferred Stock, Shares Outstanding   27,407        
Preferred Stock, Value, Issued   $ 31,645,099        
Preferred Stock, Value, Outstanding   $ 31,645,099        
Preferred Class B [Member] | Preferred Stock [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Preferred Stock, Shares Issued   5,048        
Preferred Stock, Shares Outstanding   5,048        
Preferred Stock, Value, Issued   $ 9,000,000        
Preferred Stock, Value, Outstanding   $ 9,000,000        
v3.25.1
Summary of Significant Accounting Policies - Summary of Liabilities Measured at Fair Value on a Recurring Basis on the Company's Consolidated Balance Sheets (Detail) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Inputs, Level 1 [Member]    
Liabilities:    
Contingent consideration obligations $ 0 $ 0
Fair value of financial instruments 0 0
Fair Value, Inputs, Level 2 [Member]    
Liabilities:    
Contingent consideration obligations 0 0
Fair value of financial instruments 0 0
Fair Value, Inputs, Level 3 [Member]    
Liabilities:    
Contingent consideration obligations 2,700 0
Fair value of financial instruments $ 2,700 $ 0
v3.25.1
Summary of Significant Accounting Policies - Summary of Reconciliation of the Activity for the Level 3 Contingent Consideration Fair Value Measurements (Detail) - Level 3 [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning balance $ 0 $ 451
Current year acquisitions 2,700  
Payments   (451)
Ending balance $ 2,700 $ 0
v3.25.1
Summary of Significant Accounting Policies - Summary of Outlines the Activity for the Allowance for Credit Losses (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Accounting Policies [Abstract]    
Beginning balance $ 6,171 $ 5,371
Additions 8,388 5,718
Deductions (5,691) (4,918)
Ending balance $ 8,868 $ 6,171
v3.25.1
Acquisitions - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Business Acquisition [Line Items]    
Goodwill $ 69,296 $ 56,046
Pharmacy Operations [Member]    
Business Acquisition [Line Items]    
Business combination, consideration transferred 17,410  
Business combination, contingent consideration, liability 2,700  
Business combination, acquisition of less than 100 percent, noncontrolling interest, fair value 5,371  
Goodwill 13,250  
Business acquisition, goodwill, expected tax deductible amount 9,957  
Revenue associated with the acquisitions 55,115  
Customer Lists [Member] | Pharmacy Operations [Member]    
Business Acquisition [Line Items]    
Finite-lived intangible assets, fair value disclosure $ 5,686  
Finite-lived intangible asset, useful life 10 years  
Trademarks [Member] | Pharmacy Operations [Member]    
Business Acquisition [Line Items]    
Finite-lived intangible assets, fair value disclosure $ 550  
Finite-lived intangible asset, useful life 5 years  
Cash [Member] | Pharmacy Operations [Member]    
Business Acquisition [Line Items]    
Business combination, consideration transferred $ 14,710  
Contingent Earnout Payment [Member] | Pharmacy Operations [Member]    
Business Acquisition [Line Items]    
Business combination, consideration transferred $ 2,700  
v3.25.1
Acquisitions - Summary of Preliminary Recognition of the Assets and Liabilities of the Acquisitions (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Net assets acquired:    
Goodwill $ 69,296 $ 56,046
Pharmacy Operations [Member]    
Business Acquisition [Line Items]    
Total purchase consideration 17,410  
Net assets acquired:    
Inventory 2,671  
Other assets 2,446  
Intangible Assets 6,236  
Other liabilities (1,822)  
Non-controlling interest equity (5,371)  
Net assets acquired 4,160  
Goodwill $ 13,250  
v3.25.1
Property and Equipment - Summary of Property and Equipment Estimated Useful Lives (Detail)
 12 Months Ended
Dec. 31, 2024
Pharmacy and lab equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 7 years
Pharmacy and lab equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Automobiles [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
Computer equipment and software [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
Leasehold improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life Lesser of useful life or lease term
Furniture, fixtures, and office equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
v3.25.1
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross $ 127,863 $ 113,988
Less accumulated depreciation (77,980) (68,924)
Total property and equipment, net 49,883 45,064
Pharmacy and lab equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 68,635 60,506
Automobiles [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 18,855 17,918
Computer equipment and software [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 15,087 13,825
Leasehold improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 17,345 14,043
Furniture, fixtures, and office equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross $ 7,941 $ 7,696
v3.25.1
Property and Equipment - Summary of Additional Information (Detail) - Property, Plant and Equipment [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Depreciation Expense on Reclassified Assets $ 16,470 $ 15,166
Cost, Depreciation 7,060 6,507
Depreciation, Nonproduction $ 9,410 $ 8,659
v3.25.1
Goodwill and Intangible Assets - Summary of Change in Carrying Amount of Goodwill (Detail)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
Balance, beginning $ 56,046
Acquisitions 13,250
Balance, ending $ 69,296
v3.25.1
Goodwill and Intangible Assets - Summary of Customer Lists, Trademarks and Other Intangible Assets Estimated Useful Lives (Detail)
Dec. 31, 2024
Customer Lists [Member] | Maximum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 10 years
Customer Lists [Member] | Minimum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 9 years
Trademarks [Member] | Maximum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 20 years
Trademarks [Member] | Minimum [Member]  
Finite-Lived Intangible Assets [Line Items]  
Finite-Lived Intangible Asset, Useful Life 5 years
v3.25.1
Goodwill and Intangible Assets - Summary of Carrying Amount and Accumulated Amortization of Customer Lists, Trademarks and Other Intangible Assets (Detail) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Intangible Assets Amortization Expense [Line Items]    
Gross Carrying Amount $ 55,684 $ 49,448
Accumulated Amortization (40,772) (37,469)
Net Carrying Amount 14,912 11,979
Customer Lists [Member]    
Intangible Assets Amortization Expense [Line Items]    
Gross Carrying Amount 47,953 42,267
Accumulated Amortization (34,889) (31,978)
Net Carrying Amount 13,064 10,289
Trademarks [Member]    
Intangible Assets Amortization Expense [Line Items]    
Gross Carrying Amount 7,731 7,181
Accumulated Amortization (5,883) (5,491)
Net Carrying Amount $ 1,848 $ 1,690
v3.25.1
Goodwill and Intangible Assets - Summary of Estimated Amortization Expense For Next Five Years (Detail) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2025 $ 3,290  
2026 2,748  
2027 2,290  
2028 1,967  
2029 1,569  
Thereafter 3,048  
Total $ 14,912 $ 11,979
v3.25.1
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Intangible Assets Amortization Expense [Line Items]    
Finite-Lived Intangible Assets, Accumulated Amortization $ (40,772) $ (37,469)
Finite-Lived Intangible Assets [Member]    
Intangible Assets Amortization Expense [Line Items]    
Finite-Lived Intangible Assets, Accumulated Amortization $ 3,302 $ 3,068
v3.25.1
Debt Arrangements - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
May 13, 2024
Dec. 31, 2024
Dec. 31, 2023
Notes Payable, Other Payables [Member]      
Debt Instrument [Line Items]      
Long-term debt, gross   $ 15,000  
Debt instrument, maturity date   Apr. 23, 2027  
Debt instrument, periodic payment   $ 1,375  
Notes Payable, Other Payables [Member] | Existing Term Loan [Member] | Secured Overnight Financing Rate (SOFR) [Member]      
Debt Instrument [Line Items]      
Debt instrument, interest rate during period   1.80%  
Notes Payable, Other Payables [Member] | New Term Loan [Member] | Secured Overnight Financing Rate (SOFR) [Member]      
Debt Instrument [Line Items]      
Debt instrument, interest rate during period   2.80%  
Line of Credit [Member]      
Debt Instrument [Line Items]      
Line of credit facility, fair value of amount outstanding   $ 40,000  
Line of Credit [Member] | Sixth Amendment [Member]      
Debt Instrument [Line Items]      
Line of credit facility, expiration date Apr. 23, 2025    
Line of Credit [Member] | Sixth Amendment [Member] | Secured Overnight Financing Rate (SOFR) [Member]      
Debt Instrument [Line Items]      
Line of credit facility, interest rate during period 1.80%    
Line of Credit [Member] | Third Amended and Restated Loan and Security Agreement [Member]      
Debt Instrument [Line Items]      
Line of credit facility, expiration date Apr. 23, 2027    
Line of Credit Facility, Maximum Amount Outstanding During Period   $ 0 $ 9,000
Line of Credit [Member] | Third Amended and Restated Loan and Security Agreement [Member] | Secured Overnight Financing Rate (SOFR) [Member]      
Debt Instrument [Line Items]      
Line of credit facility, interest rate during period 2.80%    
v3.25.1
Debt Arrangements - Summary of Long-term Debt (Detail) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
Term loan $ 0 $ 23,000
Deferred financing costs, net 0 (31)
Total notes payable 0 22,969
Less current portion 0 (3,977)
Notes payable, net of current portion $ 0 $ 18,992
v3.25.1
Lease Obligations - Summary of Lease Related Assets and Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Assets [Abstract]    
Operating lease assets $ 29,079 $ 28,113
Finance lease assets 6,870 8,192
Total lease assets $ 35,949 $ 36,305
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, Plant and Equipment, Net Property, Plant and Equipment, Net
Current    
Operating lease liabilities $ 6,836 $ 6,229
Finance lease liabilities $ 3,783 $ 3,915
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Current Other Liabilities, Current
Noncurrent    
Operating lease liabilities $ 23,297 $ 22,803
Finance lease liabilities $ 3,416 $ 4,236
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent Other Liabilities, Noncurrent
Total lease liabilities $ 37,332 $ 37,183
Weighted-average remaining lease term [Abstract]    
Operating leases 4 years 9 months 18 days 5 years 3 months 18 days
Finance leases 2 years 3 months 18 days 2 years 7 months 6 days
Weighted-average discount rate    
Operating leases 5.51% 5.09%
Finance leases 6.02% 5.77%
v3.25.1
Lease Obligations - Summary of Lease Related Costs For Finance and Operating Leases (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Finance lease cost    
Amortization of leased assets $ 4,212 $ 3,801
Interest on lease liabilities 498 456
Operating lease cost 8,405 7,641
Short-term lease cost 233 247
Variable lease cost 2,092 1,914
Total lease cost 15,440 14,059
Cash paid for amounts included in the measurement of lease liabilities    
Operating cash flows for operating leases 10,634 9,104
Operating cash flows for finance leases 442 424
Financing cash flows for finance leases $ 4,481 $ 3,893
v3.25.1
Lease Obligations - Summary of Operating Lease Liabilities and Finance Lease Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Operating Leases    
2025 $ 7,804  
2026 7,203  
2027 6,467  
2028 5,652  
2029 4,740  
Thereafter 2,546  
Total lease payments 34,412  
Less: amount of lease payments representing interest (4,279)  
Present value of future lease payments 30,133  
Less: current obligations under leases (6,836) $ (6,229)
Long-term lease obligations 23,297 22,803
Finance Leases    
2025 4,216  
2026 2,597  
2027 986  
2028 119  
2029 63  
Thereafter 0  
Total lease payments 7,981  
Less: amount of lease payments representing interest (782)  
Present value of future lease payments 7,199  
Less: current obligations under leases (3,783) (3,915)
Long-term lease obligations $ 3,416 $ 4,236
v3.25.1
Retirement Plan - Additional Information (Detail) - Postemployment Retirement Benefits [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Defined Benefit Plan [Line Items]    
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent 3.50% 3.50%
Defined Contribution Plan, Employer Discretionary Contribution Amount $ 5,075 $ 4,556
v3.25.1
Commitments and Contingencies - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]    
Legal expenses $ 5,084 $ 24,234
v3.25.1
Basic and Diluted Loss Per Share - Additional Information (Detail)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
shares
Distribution of Capital Stock of Subsidiaries to Stockholders in Corporate Liquidations and Reorganizations [Member] | Common Class B [Member]  
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]  
Merger consideration payment to stock holders in connection with corporate reorganization | $ $ 55,176
Prior to the Corporate Reorganization [Member]  
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]  
Shares, issued | shares 100
v3.25.1
Basic and Diluted Loss Per Share - Summary of Basic Net Income (Loss) Per Share of Class A and Class B Common Stock (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Numerator:    
Net income (loss) $ (71,033) $ 37,720
Less: Net income attributable to Guardian Pharmacy, LLC prior to the Corporate Reorganization 22,760 23,902
Less: Net income attributable to noncontrolling interests 16,254 $ 13,818
Net income (loss) attributable to Guardian Pharmacy Services, Inc. $ (110,047)  
v3.25.1
Basic and Diluted Loss Per Share - Summary of Basic and Diluted Net Income Per Share of Class A and Class B Common Stock (Detail)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
shares
Numerator:  
Net Income (Loss) | $ $ (110,047)
Numerator:  
Net Income (Loss) | $ (110,047)
Common Class A [Member]  
Numerator:  
Net Income (Loss) | $ $ (16,261)
Denominator:  
Weighted average number of shares of Class A and Class B common stock outstanding 9,162,500
Basic net income (loss) per share attributable to common stockholders | $ / shares $ (1.77)
Numerator:  
Net Income (Loss) | $ $ (16,261)
Denominator:  
Number of shares used in basic computation 9,162,500
Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income (loss) per share 9,162,500
Diluted net income (loss) per share attributable to common stockholders | $ / shares $ (1.77)
Common Class B [Member]  
Numerator:  
Net Income (Loss) | $ $ (93,786)
Denominator:  
Weighted average number of shares of Class A and Class B common stock outstanding 52,843,311
Basic net income (loss) per share attributable to common stockholders | $ / shares $ (1.77)
Numerator:  
Net Income (Loss) | $ $ (93,786)
Denominator:  
Number of shares used in basic computation 52,843,311
Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income (loss) per share 52,843,311
Diluted net income (loss) per share attributable to common stockholders | $ / shares $ (1.77)
Restricted Stock [Member] | Common Class A [Member]  
Denominator:  
Dilutive Restricted Stock Units and Class B Common Stock
Restricted Stock [Member] | Common Class B [Member]  
Denominator:  
Dilutive Restricted Stock Units and Class B Common Stock
v3.25.1
Basic and Diluted Loss Per Share - Summary of Diluted Shares Outstanding as the Effect would have been Anti-Dilutive (Detail)
 12 Months Ended
Dec. 31, 2024
shares
Common Class A [Member]  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Anti-dilutive securities 99,892
Common Class B [Member]  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Anti-dilutive securities 576,113
Restricted Stock [Member] | Common Class A [Member]  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Anti-dilutive securities 99,892
Restricted Stock [Member] | Common Class B [Member]  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Anti-dilutive securities 576,113
v3.25.1
Share-based Compensation - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Sep. 27, 2024
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Deferred compensation share-based arrangements, liability, current and noncurrent   $ 0 $ 15,210
Share price   $ 14  
Revision of Prior Period, Reclassification, Adjustment [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Share-based compensation expense (income)   $ 5,673 (6,090)
2024 Equity and Incentive Compensation Plan [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage 1.00%    
Selling, General and Administrative Expenses [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Share-based compensation expense (income)   131,490 $ (6,090)
Restricted Interest Units Conversion [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Share-based payment arrangement, plan modification, incremental cost   $ 125,741  
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Nonemployee [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Share price   $ 14  
Share-based compensation arrangement by share-based payment award, non-option equity instruments, granted   10,713  
Common Class B [Member] | Restricted Interest Units Conversion [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Conversion of stock, shares converted   12,321,282  
Common Class A [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Share price   $ 14  
Common Class A [Member] | 2024 Equity and Incentive Compensation Plan [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Share-based compensation arrangement by share-based payment award, number of shares authorized 2,000,000    
v3.25.1
Share-based Compensation - Summary of Discount was Determined Using the Finnerty Model (Detail)
 12 Months Ended
Dec. 31, 2024
$ / shares
Share-Based Payment Arrangement [Abstract]  
Volatility 60.00%
Expected life (in months) 6 months
Risk-free rate 4.30%
Fair value per unit $ 14
v3.25.1
Share-based Compensation - Summary of Class B Common Stock, Issued as Incentive Awards, Activity (Detail) - Incentive Awards [Member] - Common Class B [Member]
 3 Months Ended
Dec. 31, 2024
$ / shares
shares
Schedule of Non Vested Share Activity [Line Items]  
Shares outstanding beginning (in shares) | shares 0
Shares granted (in shares) | shares 12,321,282
Shares vested (in shares) | shares (11,070,502)
Shares forfeited (in shares) | shares (7,074)
Shares outstanding ending (in shares) | shares 1,243,706
Shares outstanding beginning (in dollars per share) | $ / shares
Shares granted (in dollars per share) | $ / shares 12.67
Shares vested (in dollars per share) | $ / shares 12.6
Shares forfeited (in dollars per share) | $ / shares 13.3
Shares outstanding ending (in dollars per share) | $ / shares $ 13.3
v3.25.1
Share-based Compensation - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units (RSUs) [Member]
 3 Months Ended
Dec. 31, 2024
$ / shares
shares
Schedule of Nonvested Restricted Stock Units Activity [Line Items]  
Shares outstanding beginning (in shares) | shares
Shares granted (in shares) | shares 10,713
Shares forfeited (in shares) | shares
Shares outstanding ending (in shares) | shares 10,713
Shares outstanding beginning (in dollars per share) | $ / shares
Shares granted (in dollars per share) | $ / shares 14
Shares forfeited (in dollars per share) | $ / shares
Shares outstanding ending (in dollars per share) | $ / shares $ 14
v3.25.1
Share-based Compensation - Schedule of Unamortized Share Based Compensation Incentive Awards (Detail)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Schedule of Unamortized Share Based Compensation Incentive Awards [Line Items]  
Unamortized share-based compensation costs related to each share-based incentive award (in dollars) $ 10,125
Incentive Units Other Than Restricted Stock Units Class B Common Stock [Member]  
Schedule of Unamortized Share Based Compensation Incentive Awards [Line Items]  
Unamortized share-based compensation costs related to each share-based incentive award (in dollars) $ 10,050
Unamortize share-based compensation costs related to each share-based incentive award (years) 8 months 12 days
Restricted Stock Units (RSUs) [Member]  
Schedule of Unamortized Share Based Compensation Incentive Awards [Line Items]  
Unamortized share-based compensation costs related to each share-based incentive award (in dollars) $ 75
Unamortize share-based compensation costs related to each share-based incentive award (years) 3 months 18 days
v3.25.1
Segments - Summary of Operating Segment Revenue, Net Income (Loss) (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Revenues $ 1,228,409 $ 1,046,193
Depreciation and amortization 19,772 18,234
Income taxes 4,556 0
Net income (loss) (71,033) 37,720
Consolidated net income (loss) (110,047)  
Corporate Segment [Member]    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Revenues 1,228,409 1,046,193
Employee expenses (excluding share-based compensation expense) 268,621 234,730
Share-based compensation expense (income) 131,490 (6,090)
Other segment items 871,725 758,740
Depreciation and amortization 19,772 18,234
Interest expense 3,278 2,859
Income taxes 4,556 0
Net income (loss) (71,033) 37,720
Adjustments and reconciling items 0 0
Consolidated net income (loss) $ (71,033) $ 37,720
v3.25.1
Related Party Transactions - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Revenues $ 1,228,409 $ 1,046,193
Beneficial Owner [Member]    
Related Party Transaction [Line Items]    
Revenues $ 23,256 $ 23,450
v3.25.1
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Income Taxes [Line Items]      
Effective income tax rate reconciliation, percent (6.85%) (6.85%)  
Effective income tax rate reconciliation, at federal statutory income tax rate, percent 21.00% 21.00% 21.00%
Incremental share-based compensation upon modification $ 125,741    
Payments for merger related costs   $ 55,176  
Deferred tax asset net 5,272 5,272 $ 0
Unrecognized tax benefits $ 0 0 $ 0
Adjustment of Deferred Tax Asset Liability Through Additional Paid in Capital   5,973  
Partnership income of non controlling interest before corporate reorganization   $ 39,115  
Guardian Pharmacy, LLC [Member]      
Income Taxes [Line Items]      
Subsidiary, ownership percentage, parent 100.00% 100.00%  
v3.25.1
Income Taxes - Summary of The Expense (Benefit) For Income Taxes (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Current    
Federal $ 2,970 $ 0
State 885 0
Total current tax 3,855 0
Deferred    
Federal 533 0
State 168 0
Total deferred tax 701 0
Provision for income taxes $ 4,556 $ 0
v3.25.1
Income Taxes - Summary of Reconciliation Between The Company's Income Tax Expense and Taxes (Detail) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]      
Tax at federal statutory rate   $ (13,960) $ 0
Partnership income (federal) not subject to tax to the Company   (8,307) 0
State taxes (net of federal benefit)   828 0
Nondeductible Compensation   26,406 0
Other   (411) 0
Provision for income taxes   $ 4,556 $ 0
Effective income tax rate (6.85%) (6.85%)  
v3.25.1
Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred tax assets    
Amortization $ 7,939 $ 0
Lease and rents 7,382 0
Insurance and bad debt reserves 3,366 0
Accrued expenses 733 0
Other 341 0
Total deferred tax assets 19,761 0
Valuation allowance for deferred tax assets 0 0
Deferred tax assets, net of valuation allowance 19,761 0
Deferred tax liabilities    
Lease and rents (7,139) 0
Depreciation (6,609) 0
Other (741) 0
Net deferred tax assets $ 5,272 $ 0