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.
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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 artificial intelligence-powered
real-world data solution which uses sophisticated proprietary algorithms to derive additional revenue from our existing network. Management
will continue to optimize our portfolio of solutions to align our resource deployment to the best market opportunities.
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 half of the year 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.
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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 June 30, 2023 as compared to
the twelve months ended June 30, 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 June 30,
2023
2022
Average revenue per top 20 pharmaceutical
manufacturer
$ 1,972,308
$ 2,452,836
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 June 30,
2022 to the twelve months ended June 30, 2023.
Rolling
Twelve Months
Ended June 30,
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 June 30,
2023
2022
Percent of total revenue attributable
to top 20 pharmaceutical manufacturers
58 %
69 %
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 June 30, 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.
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Rolling
Twelve Months
Ended June 30,
2023
2022
Net revenue retention
89 %
113 %
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 June 30,
2023
2022
Revenue per average full-time employee
559,646
661,319
Results
of Operations for the Three and Six Months Ended June 30, 2023 and 2022
The
following tables 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 June 30,
2023
2022
Net revenue
$ 13,818,166
100.0 %
$ 13,978,665
100.0 %
Cost of revenues
5,993,145
43.4 %
4,988,716
35.7 %
Gross profit
7,825,021
56.6 %
8,989,949
64.3 %
Operating expenses
12,706,889
92.0 %
12,898,479
92.3 %
Loss from operations
(4,881,868 )
(35.3 )%
(3,908,530 )
(28.0 )%
Other income
720,419
5.2 %
23,816
0.2 %
Loss before provision for income taxes
(4,161,449 )
(30.1 )%
(3,884,714 )
(27.8 )%
Income tax benefit
—
— %
—
— %
Net loss
$ (4,161,449 )
(30.1 )%
$ (3,884,714 )
(27.8 )%
* Balances
and percentage of net revenue information may not add due to rounding
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Six
months ended June 30,
2023
2022
Net revenue
$ 26,821,076
100.0 %
$ 27,710,195
100.0 %
Cost of revenues
11,562,766
43.1 %
10,618,574
38.3 %
Gross profit
15,258,310
56.9 %
17,091,621
61.7 %
Operating expenses
27,203,364
101.4 %
24,761,253
89.4 %
Loss from operations
(11,945,054 )
(44.5 )%
(7,669,632 )
(27.7 )%
Other income
1,385,891
5.2 %
23,820
0.1 %
Loss before provision for income taxes
(10,559,163 )
(39.4 )%
(7,645,812 )
(27.6 )%
Income tax benefit
—
— %
—
— %
Net loss
$ (10,559,163 )
(39.4 )%
$ (7,645,812 )
(27.6 )%
* Balances
and percentage of net revenue information may not add due to rounding
Net
Revenues
Our net revenue reported for the three months ended June 30, 2023
was approximately $13.8 million, a decrease of 1% over the approximately $14.0 million from the same period in 2022. Our net revenue reported
for the six months ended June 30, 2023 was approximately $26.8 million, a decrease of 3% over the approximately $27.7 million from
the same period in 2022. The decrease in revenue was primarily as a result of a revenue shortfall in certain non-core business lines as
well as longer than expected medical, legal and regulatory reviews that pushed revenue into the second half of the year. In addition,
revenue continues to be effected 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, was approximately $6.0 million for the three
months ended June 30, 2023 compared to $5.0 million for the same period of 2022. Our cost of revenues for the six month period ended
June 30, 2023 increased from $10.6 million to $11.6 million, compared to the same period in 2022. Our cost of revenues as a percentage
of revenue increased to approximately 43.4% for the quarter ended June 30, 2023 from approximately 35.7% for the quarter ended June 30,
2022. Our cost of revenues as a percentage of revenue increased to approximately 43.1% for the six months ended June 30, 2023 from
approximately 38.3% for the six months ended June 30, 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.
Gross
Margin
Our
gross margin, which is the difference between our revenues and our cost of revenues, decreased for the three and six months ended June 30,
2023, as a result of solution and channel mix. During the six months ended June 30, 2023, there was a decrease in the percentage
of activity flowing through our lower cost channels compared with a year ago.
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Operating
Expenses
Operating
expenses decreased to approximately $12.7 million for the three months ended June 30, 2023 from approximately $12.9 million for
the same period in 2022, a decrease of approximately 1%. Operating expenses increased from approximately $24.8 million for the six months
ended June 30, 2022 to approximately $27.2 million for the same period in 2023, an increase of approximately 10%. The detail by major
category is reflected in the table below.
Three
Months Ended
June 30,
Six
Months Ended
June 30,
2023
2022
2023
2022
Stock-based compensation
$ 3,503,123
$ 4,025,323
$ 7,883,626
$ 7,199,421
Depreciation, amortization and noncash lease
expense
464,761
578,117
928,695
1,049,656
Other general and administrative
expenses
8,739,005
8,295,039
18,391,043
16,512,176
Total operating expense
$ 12,706,889
$ 12,898,479
$ 27,203,364
$ 24,761,253
The
greatest increase was in other general and administrative expenses. Other general and administrative expenses increased from approximately
$8.3 million for the three months ended June 30, 2022 to approximately $8.7 million for the same period in 2023. Other general and administrative
expenses increased from $16.5 million for the six months ended June 30, 2022 to approximately $18.4 million for the same period in 2022.
This increase is 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 $4.2 million for the three months ended June 30, 2023, as compared to a net loss of approximately
$3.9 million during the same period in 2022. We had a net loss of approximately $10.6 million for the six months ended June 30,
2023, as compared to a net loss of approximately $7.6 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 June 30, 2023,
we had total current assets of approximately $85.1 million, compared with current liabilities of approximately $5.5 million, resulting
in working capital of approximately $79.6 million and a current ratio of approximately 15.4 to 1. This represents a decrease from our
working capital of approximately $90.2 million and an increase from the current ratio of 11.7 to 1 at December 31, 2022. This decrease
in our working capital is discussed in more detail below.
Following
is a table with summary data from the consolidated statements of cash flows for the six months ended June 30, 2023 and 2022, as
presented.
Six
Months Ended
June 30,
2023
2022
Net cash (used in) / provided by
operating activities
$ (2,454,489 )
$ 4,388,372
Net cash provided by / (used in) investing
activities
1,674,215
(2,186,592 )
Net cash (used in) /
provided by financing activities
(7,620,081 )
509,420
Net (decrease) / increase
in cash and cash equivalents
$ (8,400,355 )
$ 2,711,200
We
used approximately $2.5 million for operating activities during the six months ended June 30, 2023, compared with $4.4 million provided
by operating activities in the same period in 2022. We had a net loss of $10.6 million for the first six months of 2023. Noncash expenses
of $9.1 million and working capital generated by the collection of receivables partially offset the loss. Additional channel partner
investment in the second quarter of 2023 as well as the timing of certain revenue share payments increased our balance of prepaid services
year over year. This in conjunction with the greater net loss, led to the year over year decrease cash flow from operations.
Cash
provided by investing activities was approximately $1.7 million for the six months ended June 30, 2023. We redeemed $112.5 million
in treasury bills which was partially offset by reinvestment of $109.5 million in treasury bills. We also invested in internally developed
software in the amount of $1.3 million.
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Cash
used for financing activities was approximately $7.6 million mostly related to a company stock repurchase program approved in March 2023.
During the quarter ended June 30, 2023 we used $7.5 million to purchase 526,999 shares of common stock. Additionally, we used $0.2 million
to pay withholding taxes on behalf of employees vesting in restricted stock units. This activity was partially offset by the receipt
of funds from the exercise of stock options.
We
believe that funds generated from operations, together with existing cash, will be sufficient to finance our current operations 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, equity financing, or lines of credit 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.
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 June 30, 2023, the Company had commitments for future minimum payments
of $13.3 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.
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