Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains statements
that relate to future events and expectations and, as such, constitute forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995. Certain statements, other than purely historical information, including estimates, projections, statements
relating to our strategies, outlook, business and financial prospects, business plans, objectives, and expected operating results, and
the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements
generally are identified by the words “believes,” “project,” “expects,” “anticipates,”
“estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the
forward-looking statements. Forward-looking statements are not guarantees of future performance. Although OptimizeRx believes that the
expectations reflected in any forward-looking statements are based on reasonable assumptions, these expectations may not be attained and
it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of
risks, uncertainties and changes in circumstances, many of which are beyond OptimizeRx’s control.
Forward-looking statements are subject to risks
and uncertainties. Actual results could differ materially from those expressed in or implied by such forward-looking statements due to
a variety of factors, including: seasonal trends in the pharmaceutical brand marketing industry; the inability to support our technology
and scale our operations successfully, developing and implementing new and updated applications, features and services for our portals
may be more difficult and expensive and take longer than expected; the inability to offer high-quality customer support for our portals;
dependence on a concentrated group of customers; inability to maintain contracts with electronic prescription platforms, agreements with
electronic prescription platforms and electronic health record systems being subject to audit; inability to attract and retain customers;
inability to comply with laws and regulations that affect the healthcare industry; competition; developments in the healthcare industry;
inability to manage growth; inability to identify suitable acquisition candidates, complete acquisitions or integrate acquisitions successfully;
inability to attract and retain senior management and other key employees; economic, political, regulatory and other risks arising from
our international operations; inability to protect our intellectual property; cybersecurity incidents; reduction in the performance, reliability
and availability of our network infrastructure; increases in costs due to inflation and other adverse economic conditions; decreases in
customer demand due to macroeconomic factors; lack of a consistent active trading market for our common stock; and volatility in the market
price of our common stock.
The risks and uncertainties included here are
not exhaustive. Further information concerning our business, including additional factors that could materially affect our financial results,
is included herein and in our other filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31,
2022. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not
possible for management to predict all such risk factors.
Further, it is not possible to assess the effect
of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue
reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking
statements to reflect events or circumstances that occur after the date of this report.
Overview
We are a digital health technology company enabling
care-focused engagement between life sciences organizations, healthcare providers, and patients at critical junctures throughout the
patient care journey. Connecting over 60% of U.S. healthcare providers and millions of their patients through an intelligent technology
platform embedded within a proprietary point-of-care network, OptimizeRx helps patients start and stay on their medications.
11
Historically, our revenue was generated primarily
through the facilitation of financial messages to health care providers via their EHR and ePrescribe systems using the OptimizeRx proprietary
network to solve the ever-increasing communication barriers between pharmaceutical representatives and healthcare providers that have
presented in the rapidly changing healthcare industry. Over time, as the demand for communication of an increasing variety of different
health information between life science companies, providers, and patients continued to rise, our platform has expanded to encompass additional
solutions that enable healthcare providers to access information for patients at the point of care. These solutions include brand messaging,
therapeutic support messaging, brand support, and innovative patient engagement services, all of which now make up a significant portion
of our total revenue.
We employ a “land and expand” strategy
focused on growing our existing client base and generating greater and more consistent revenues in part through the continued shift in
our business model toward enterprise level engagements, while also broadening our platform with innovative proprietary solutions such
as our TelaRep™ virtual communication solution and our artificial intelligence-powered real-world data solution which uses sophisticated
proprietary algorithms to derive additional revenue from our existing network. In addition, we have continued to expand our team in preparation
for future growth aspirations, which may be supplemented with future acquisitions and other strategic collaborations and investments.
Our strategy for driving revenue growth is also expected to work in tandem with our efforts to increase margin and profitability using
the aforementioned recurring revenue models that have inherently higher margins.
Because the pharmaceutical industry is dominated
by large companies with multiple brands, our revenue is concentrated in a relatively small number of companies. We have approximately
100 pharmaceutical companies as customers, and our revenues are concentrated in these customers. Loss of one of more of our larger customers
could have a negative impact on our operating results.
Seasonality
In general, the pharmaceutical brand marketing
industry experiences seasonal trends that affect the vast majority of participants in the pharmaceutical digital marketing industry. Many
pharmaceutical companies allocate the largest portion of their brand marketing to the fourth quarter of the calendar year. As a result,
the first quarter tends to reflect lower activity levels and lower revenue, with gradual increases in the following quarters. We generally
expect these seasonality trends to continue and our ability to effectively manage our resources in anticipation of these trends may affect
our operating results.
Impact of Macroeconomic Events
Unfavorable conditions in the economy may negatively
affect the growth of our business and our results of operations. For example, macroeconomic events including the COVID-19 pandemic, rising
inflation and the U.S. Federal Reserve raising interest rates have led to economic uncertainty. In addition, high levels of employee turnover
across the pharmaceutical industry as well as a fewer number of U.S. drug approvals could create additional uncertainty within our target
customer markets. Historically, during periods of economic uncertainty and downturns, businesses may slow spending, which may impact our
business and our customers’ businesses. Adverse changes in demand could impact our business, collection of accounts receivable and
our expected cash flow generation, which may adversely impact our financial condition and results of operations.
Key Performance Indicators
We monitor the following key performance indicators
to help us evaluate our business, measure our performance, identify trends affecting our business and make strategic decisions. We have
updated the definition of “top 20 pharmaceutical manufacturers” in our key performance indicators to be based upon Fierce Pharma’s
most updated list of “The top 20 pharma companies by 2022 revenue”. We previously used “The top 20 pharma companies by
2020 revenue”. As a result of this change, prior periods have been restated for comparative purposes.
12
Average revenue per top 20 pharmaceutical manufacturer.
Average revenue per top 20 pharmaceutical manufacturer is calculated by taking the total revenue the company recognized through pharmaceutical
manufacturers listed in Fierce Pharma’s “The top 20 pharma companies by 2022 revenue” over the last twelve months, divided
by the total number of the aforementioned pharmaceutical manufacturers that our solutions helped support over that time period. The Company
uses this metric to monitor its progress in “landing and expanding” with key customers within its largest customer vertical
and believes it also provides investors with a transparent way to chart our progress in penetrating this important customer segment. The
decrease in the average in twelve months ended March 31, 2023 as compared to the twelve months ended March 31, 2022 is primarily
the result of the convergence of numerous macroeconomic factors that resulted in our customers slowing their rate of spend, particularly
for large and/or new implementations, which we believe prolonged sales cycles with the top 20 pharmaceutical manufacturers that were existing
customers.
Rolling Twelve Months
Ended March 31
2023
2022
Average revenue per top 20 pharmaceutical manufacturer
$ 1,993,755
$ 2,614,054
Percent of top 20 pharmaceutical manufacturers
that are customers. Percent of top 20 pharmaceutical manufacturers that are customers is calculated by taking the number of revenue
generating customers that are pharmaceutical manufacturers listed in Fierce Pharma’s “The top 20 pharma companies by 2022
revenue” over the last 12 months, which is then divided by 20—which is the number of pharmaceutical manufacturers included
in the aforementioned list. The Company uses this metric to monitor its progress in penetrating key customers within its largest customer
vertical and believes it also provides investors with a transparent way to chart our progress in penetrating this important customer segment.
Our penetration within this core customer group stayed consistent from the twelve months ended March 31, 2022 to the twelve months
ended March 31, 2023.
Rolling Twelve Months
Ended March 31
2023
2022
Percent of top 20 pharmaceutical manufacturers that are customers
90 %
90 %
Percent of total revenue attributable to top
20 pharmaceutical manufacturers. Percent of total revenue attributable to top 20 pharmaceutical manufacturers is calculated by taking
the total revenue the company recognized through pharmaceutical manufacturers listed in Fierce Pharma’s “The top 20 pharma
companies by 2022 revenue” over the last twelve months, divided by our consolidated revenue over the same period. The Company uses
this metric to monitor its progress in “landing and expanding” with key customers within its largest customer vertical and
believes it also provides investors with a transparent way to chart our progress in penetrating this important customer segment. Our revenue
from customers that aren’t top 20 pharmaceutical manufacturers increased faster than our overall revenue, decreasing the percentage
of our overall revenues from top 20 pharmaceutical manufacturers.
Rolling Twelve Months
Ended March 31
2023
2022
Percent of total revenue attributable to top 20 pharmaceutical manufacturers
58 %
74 %
13
Net revenue retention. Net revenue retention
is a comparison of revenue generated from all customers in the previous twelve-month period to total revenue generated from the same customers
in the following twelve-month period (i.e., excludes new customer relationships for the most recent twelve-month period). The Company
uses this metric to monitor its ability to improve its penetration with existing customers and believes it also provides investors with
a metric to chart our ability to increase our year-over-year penetration and revenue with existing customers. The retention rate in the
twelve months ended March 31, 2023 was lower due to the convergence of numerous macroeconomic factors that resulted in our customers
slowing their rate of spend, particularly for large and/or new implementations, which we believe prolonged sales cycles.
Rolling Twelve Months
Ended March 31
2023
2022
Net revenue retention
86 %
124 %
Revenue per average full-time employee.
We define revenue per average full-time employee as total revenue over the last twelve months divided by the average number of employees
over the last twelve months (i.e., the average between the number of FTEs at the end of the reported period and the number of FTEs at
the end of the same period of the prior year). The Company uses this metric to monitor the productivity of its workforce and its ability
to scale efficiently over time and believes the metric provides investors with a way to chart our productivity and scalability. Our revenue
rate per employee declined year over year due to slower revenue growth and a higher average number of FTEs over the last 12 month period.
Rolling Twelve Months
Ended March 31
2023
2022
Revenue per average full-time employee
605,113
733,275
Results of Operations for the Three Months Ended March 31,
2023 and 2022
The following table sets forth, for the periods
indicated, the dollar value and percentage of net revenue represented by certain items in our consolidated statements of operations:
Three months ended March 31,
(in thousands, except percentage data)
2023
2022
Net revenue
$ 13,002,910
100.0 %
$ 13,731,530
100.0 %
Cost of revenues
5,569,621
42.8 %
5,629,858
41.0 %
Gross profit
7,433,289
57.2 %
8,101,672
59.0 %
Operating expenses
14,496,475
111.5 %
11,862,773
86.4 %
Loss from operations
(7,063,186 )
(54.3 )%
(3,761,101 )
(27.4 )%
Other income
665,472
5.1 %
3
— %
Loss before provision for income taxes
(6,397,714 )
(49.2 )%
(3,761,098 )
(27.4 )%
Income tax benefit
—
— %
—
— %
Net loss
$ (6,397,714 )
(49.2 )%
$ (3,761,098 )
(27.4 )%
* Balances and percentage of net revenue information may not
add due to rounding
Net Revenues
Our net revenue reported for the three months
ended March 31, 2023 was approximately $13.0 million, a decrease of 5% over the approximately $13.7 million from the same period
in 2022. The decrease in revenue was primarily driven by the macroeconomic pressures affecting our customers.
Cost of Revenues
Our cost of revenues, composed primarily of revenue
share expense paid to our network partners, remained relatively consistent at $5.6 million for the three months ended March 31, 2023
compared to the same period of 2022. Our cost of revenues as a percentage of revenue increased to approximately 42.8% for the quarter
ended March 31, 2023 from approximately 41.0% for the quarter ended March 31, 2022. This increase in cost of revenue as a percentage
of revenue was a result of solution and channel mix. Additional discussion is included in the gross margin section below.
14
Gross Margin
Our gross margin, which is the difference between
our revenues and our cost of revenues, decreased for the three months ended March 31, 2023, as a result of solution and channel mix.
During the three months ended March 31, 2023, there was a decrease in the percentage of activity flowing through our lower cost channels
compared with a year ago.
Operating Expenses
Operating expenses increased to approximately
$14.5 million for the three months ended March 31, 2023 from approximately $11.9 million for the same period in 2022, an increase of approximately
22%. The detail by major category is reflected in the table below.
Three Months Ended
March 31,
2023
2022
Stock-based compensation
$ 4,380,503
$ 3,174,098
Depreciation, amortization and noncash lease expense
463,933
471,540
Other general and administrative expenses
9,652,039
8,217,135
Total operating expense
$ 14,496,475
$ 11,862,773
The greatest increase was in stock-based compensation,
a non-cash expense. Stock-based compensation is awarded to all full-time employees upon their start of employment as well as to directors,
officers and certain key employees to provide an equity-based incentive to maintain and enhance the performance and profitability of the
Company. Other general and administrative expenses increased by $1.4 million over the same period prior year, mostly as a result of an
increase in headcount as well as other investments to support our growth initiatives and operations.
Net Loss
We had a net loss of approximately $6.4 million
for the three months ended March 31, 2023, as compared to a net loss of approximately $3.8 million during the same period in 2022.
The reasons and specific components associated with the change are discussed above.
Liquidity and Capital Resources
Historically, our primary sources of liquidity
have been cash receipts from customers and proceeds from equity offerings. As of March 31, 2023, we had total current assets of
approximately $95.9 million, compared with current liabilities of approximately $7.6 million, resulting in working capital of approximately
$88.3 million and a current ratio of approximately 13 to 1 at March 31, 2023. This decrease in our working capital, as discussed in more
detail below, is primarily the result of the timing of prepaid services and investment in our reporting infrastructure.
15
Following is a table with summary data from the
consolidated statements of cash flows for the three months ended March 31, 2023 and 2022, as presented.
Three Months Ended
March 31,
2023
2022
Net cash (used in) / provided by operating activities
(86,330 )
4,080,244
Net cash used in investing activities
(1,548,894 )
(65,751 )
Net cash (used in) / provided by financing activities
(129,794 )
258,128
Net (decrease) / increase in cash and cash equivalents
(1,765,018 )
4,272,621
We used approximately $0.1 million for operating
activities during the three months ended March 31, 2023, compared with $4.1 million provided by operating activities in the same
period in 2022. We had a net loss of $6.4 million for the first quarter of 2023, but noncash expenses of $5.0 million and working capital
generated by the collection of receivables offset the loss. Additionally, there were differences in the timing of prepaid services that
affected the first quarter change in working capital year over year.
Cash used in investing activities was approximately
$1.5 million for the three months ended March 31, 2023. We purchased $56.9 million in treasury bills with maturity dates in 2023.
This allowed the Company to earn a higher rate of interest on excess cash for the period. These purchases were partially offset by the
redemption of $55.6 million in treasury bills.
Cash used for financing activities was approximately
$0.1 million related to the payment of withholding taxes on behalf of the employees for the vesting of restricted stock units during the
three months ended March 31, 2023. This value represents the stock units surrendered and cancelled. This cost was partially offset
by proceeds received as a result of option exercises during the period. We had proceeds from financing activities of approximately $0.3
million related to the exercise of stock options during the three months ended March 31, 2022.
We believe that funds generated from operations,
together with existing cash, will be sufficient to finance our current operations and planned growth for the next twelve (12) months.
In addition, we believe we can generate the cash needed to operate beyond the next 12 months from operations. However, we may seek additional
debt or equity financing to supplement cash from operations to fund acquisitions or strategic partner relationships, make capital expenditures,
and satisfy working capital needs.
Critical Accounting Estimates
We prepare our consolidated financial statements
in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires
the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates
and assumptions. Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements in the Annual Report
on Form 10-K for the year ended December 31, 2022 (2022 Annual Report on Form 10-K). The accounting policies we used in preparing
these financial statements are substantially consistent with those we applied in our 2022 Annual Report on Form 10-K. Our critical accounting
estimates are described in Management’s Discussion and Analysis included in the 2022 Annual Report on Form 10-K.
Recently Issued Accounting Pronouncements
ASU Topic 2021-08 Business Combinations (Topic
805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , requires contract assets and contract
liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with
ASC 606 , Revenue from Contracts with Customers , as if it had originated the contracts. The standard was effective for the Company’s
fiscal year beginning January 1, 2023. The adoption of this standard did not have a material effect on our financial position, results
of operations, or cash flows.
16
Off Balance Sheet Arrangements
The Company has contracts with various electronic health records systems
and ePrescribe platforms, whereby we agree to share a portion of the revenue we generate for eCoupons or banners through their network.
From time to time the Company enters into arrangements with a partner to acquire minimum amounts of messaging capabilities. As of March
31, 2023, the Company had commitments for future minimum payments of $14.9 million that will be reflected in cost of revenues during the
years 2023 through 2025.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.