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: our history of losses, 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 solutions may be more difficult and expensive and take longer than expected; the
inability to offer high-quality customer support for our solutions; 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
targets, complete acquisitions, or integrate acquisitions successfully; acquisition activities may disrupt ongoing business and may involve
increased expenses; inability to realize the financial and strategic goals contemplated at the time of a transaction; inability to realize
any synergies or other anticipated benefits of an acquisition or that such synergies or benefits may take longer than anticipated to
be realized; risk that the integration with an acquired entity may be more costly or difficult than expected; impairment charges for
goodwill or other intangible assets may be increased as we shift our focus away from our non-core businesses; inability to comply with
the restrictions in our credit agreement; inability to generate sufficient cash to service debt and fund other obligations; 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; volatility in the market price of our
common stock; and the failure to remediate the identified material weakness or any other material weaknesses identified in the future.
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, 2023. 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.
18
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 two million U.S. healthcare providers and millions
of their patients through an intelligent omnichannel technology platform embedded within a proprietary point-of-care network, as well
as mass digital communications channels, OptimizeRx helps life sciences organizations engage and support their customers.
Historically,
our revenue was generated primarily through the facilitation of various types of messages to health care providers via their EHR systems
and ERx platforms 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, the demand for different
types of communication and marketing solutions among life sciences organizations, healthcare providers, and patients led us to expand
upon our initial solutions to increase the variety of health-related information we deliver, as well as the platforms, technology, media
distribution channels, and audiences through and to which we deliver. In addition, the October 2023 acquisition of Medicx Health provided
the Company with a significant footprint for direct-to-consumer healthcare marketing. Today, we offer diverse tech-enabled marketing
solutions through our AI-generated DAAP, using sophisticated machine-learning algorithms to find the best audiences in the correct channels
at the right time. Customers are able to execute traditional marketing campaigns on our proprietary digital point-of-care network, as
well as dynamic marketing campaigns that optimize audiences in real time to increase the value of treatment information for healthcare
professionals and patients in response to clinical care events. 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 omnichannel network. Our strategy for driving revenue growth is also expected
to work in tandem with our efforts to increase margin and profitability as revenue drivers such as DAAP have inherently higher margins
than most other messaging solutions we offer.
Customer
Concentration
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. Our top five customers represented
approximately 44% and 39% of our revenue for the years ended December 31, 2023 and December 31, 2022, respectively. In each of 2023 and
2022, we had one customer that each represented more than 10% of our revenues.
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 volatility of inflation and 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.
19
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 2023 revenue”.
We previously used “The top 20 pharma companies by 2022 revenue”. As a result of this change, prior periods have been restated
for comparative purposes.
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 2023 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 believe it also provides investors with a transparent way to chart our progress
in penetrating this important customer segment. The increase in the average in twelve months ended September 30, 2024 as compared
to the twelve months ended September 30, 2023 is primarily the result of stronger DAAP related revenue streams and the Company’s
October 2023 acquisition of Medicx Health, which added to 2024 revenues and was not included in the 2023 amounts (in thousands).
Rolling
Twelve Months Ended
September 30,
2024
2023
Average revenue per top 20 pharmaceutical
manufacturer
$
2,824
$
1,902
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 2023 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 September 30,
2023 to the twelve months ended September 30, 2024.
Rolling
Twelve Months Ended
September 30,
2024
2023
Percent of top 20 pharmaceutical
manufacturers that are customers
100
%
100
%
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 2023 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.
Rolling
Twelve Months Ended
September 30,
2024
2023
Percent of total revenue attributable
to top 20 pharmaceutical manufacturers
64
%
61
%
20
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 September 30, 2024 was higher due to increased adoption of DAAP
year over year as well as the acquisition of Medicx Health in the fourth quarter of 2023.
Rolling
Twelve Months Ended
September 30,
2024
2023
Net revenue retention
127
%
93
%
Revenue
per average full-time employee. We define revenue per average full-time employee (“FTE”), 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 increased year over year due to revenue growing at
a higher rate than the average number of FTEs over the last 12 month period (in thousands).
Rolling
Twelve Months Ended
September 30,
2024
2023
Revenue per average full-time employee
$
630
$
568
Results
of Operations for the Three and Nine Months Ended September 30, 2024 and 2023
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 (in thousands):
Three
Months Ended September 30,
2024
2023
Net revenue
$ 21,309
100.0 %
$ 16,331
100.0 %
Cost of revenues
7,862
36.9 %
6,531
40.0 %
Gross profit
13,447
63.1 %
9,800
60.0 %
Operating
expenses
22,009
103.3 %
13,353
81.8 %
Loss from operations
(8,562 )
(40.2 )%
(3,553 )
(21.8 )%
Other income (expense)
Interest expense
(1,524 )
(7.1 )%
—
— %
Other income
38
0.2 %
—
— %
Interest
income
107
0.5 %
688
4.2 %
Total
other income (expense)
(1,379 )
(6.4 )%
688
4.2 %
Loss before provision for income taxes
(9,941 )
(46.7 )%
(2,865 )
(17.5 )%
Income tax benefit
817
3.8 %
—
— %
Net loss
$ (9,124 )
(42.78 )%
$ (2,865 )
(17.5 )%
* Balances
and percentage of net revenue information may not add due to rounding
21
Nine Months Ended September 30,
2024
2023
Net revenue
$ 59,811
100.0 %
$ 43,153
100.0 %
Cost of revenues
22,456
37.5 %
18,094
41.9 %
Gross profit
37,355
62.5 %
25,059
58.1 %
Operating expenses
54,695
91.4 %
40,557
94.0 %
Loss from operations
(17,340 )
(29.0 )%
(15,499 )
(35.9 )%
Other income (expense)
Interest expense
(4,597 )
(7.7 )%
—
— %
Other income
113
0.2 %
—
— %
Interest income
231
0.4 %
2,074
4.8 %
Total other income (expense)
(4,253 )
(7.3 )%
2,074
4.8 %
Loss before provision for income taxes
(21,593 )
(36.1 )%
(13,424 )
(31.1 )%
Income tax benefit
1,561
2.6 %
—
— %
Net loss
$ (20,032 )
(33.5 )%
$ (13,424 )
(31.1 )%
* Balances
and percentage of net revenue information may not add due to rounding
Net
Revenues
Net
revenue reported for the three months ended September 30, 2024 was approximately $21,309, an increase of approximately 30% over
the approximately $16,331 from the same period in 2023. Our net revenue reported for the nine months ended September 30, 2024 was
approximately $59,811, an increase of approximately 39% over the approximately $43,153 from the same period in 2023. The increase in
net revenue was as a result of the impact of the fourth quarter 2023 acquisition of Medicx Health, which was not included in the prior
year numbers, plus growth of DAAP related sales. The increases in the three and nine months ended September 30, 2024 were partially
offset by a reduction of approximately $1,088 and $4,169, respectively, as a result of the disposal of our non-core Access solutions
and the sale of certain non-core solutions-related contracts in the fourth quarter of 2023.
Net revenues of $23,852 and $68,603, as shown
in the pro forma financial consolidated statement of operations data table in Note 1 above, includes $1,088 and $4,169 related to the
Access and other non-core solutions revenues for the three and nine months ended September 30, 2023, compared to $21,309 and $59,811
for the three and nine months ended September 30, 2024, for which no Access or other non-core solutions revenue was recorded.
Cost
of Revenues
Our
cost of revenues, comprised primarily of revenue share expense paid to our network partners as well as costs associated with licensing
data from third parties, was approximately $7,862 or 36.9% of net revenues for the three months ended September 30, 2024 compared
to $6,531 or 40.0% of net revenues for the three months ended September 30, 2023 and was approximately $22,456 or 38% of net revenues
for the nine months ended September 30, 2024, compared to $18,094 or 42% of net revenues for the nine months ended September 30,
2023.
The
changes in cost of revenues as a percentage of revenues 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, was approximately $13,447 or 63.1% of net revenues
for the three months ended September 30, 2024 compared to $9,800 or 60.0% of net revenues for the three months ended September 30,
2023 and was approximately $37,355 or 62.5% of net revenues for the nine months ended September 30, 2024 compared to $25,059 or
58.1% of net revenues for the nine months ended September 30, 2023.
22
We
had higher third quarter revenues compared to the same year ago period due to the fourth quarter 2023 acquisition of Medicx Health and
growth in our DAAP related sales, leading to increased gross margin. Our overall margin percentage improved, compared with a year ago,
as a result of an increased delivery of higher margin revenue solutions, such as DAAP and Medicx Audience Activation (“MAA”),
and using more cost-effective channel partnerships.
Operating
Expenses
Operating expenses increased to approximately $22,009 for the three
months ended September 30, 2024 from approximately $13,353 for the same period in 2023, an increase of approximately 65%. For the
nine months ended September 30, 2024 operating expenses were approximately $54,695 compared to approximately $40,557 for the nine
months ended September 30, 2023, an increase of 35%. The detail by major category is reflected in the table below (in thousands).
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024
2023
2024
2023
Stock-based compensation
$ 2,604
$ 3,206
$ 8,530
$ 11,090
Depreciation and amortization
1,095
467
3,235
1,395
Goodwill impairment
7,489
—
7,489
—
Other general and administrative expenses
10,821
9,680
35,441
28,072
Total operating expense
$ 22,009
$ 13,353
$ 54,695
$ 40,557
Stock-based compensation decreased from approximately
$3,206 for the three months ended September 30, 2023, to approximately $2,604 for the three months ended September 30, 2024,
and decreased from approximately $11,090 for the nine months ended September 30, 2023, to approximately $8,530 for the nine months
ended September 30, 2024. The decrease in both periods was a result of the lower grant date fair value of awards due to declines
in the Company’s stock price as well as fewer equity awards made in such periods.
Depreciation
and amortization increased from approximately $467 for the three months ended September 30, 2023, to approximately $1,095 for the
three months ended September 30, 2024, and increased from approximately $1,395 for the nine months ended September 30, 2023,
to approximately $3,235 for the nine months ended September 30, 2024. The increase in both periods was a result of the additional
amortization associated with the identifiable intangibles arising from the Medicx Health acquisition.
The Company recorded goodwill impairment in the
amount of $7.5 million in the three months ended September 30, 2024. This amount represents the excess of the book value of the Company’s
equity over the estimated fair value.
Other general and administrative expenses increased
from approximately $9,680 for the three months ended September 30, 2023 to approximately $10,821 for the three months ended September 30,
2024, and increased from approximately $28,072 for the nine months ended September 30, 2023, to approximately $35,441 for the nine
months ended September 30, 2024. This increase in both periods is primarily a result of increases in compensation expense, due to
additional headcount as a result of the Medicx Health acquisition, increasing salary, bonus, and commission expense. There was also an
increase in contractors and consultants.
Other
income (expense)
Interest
expense was approximately $1,524 and $4,597 for the three and nine months ended September 30, 2024 and represents interest charges
on our Term Loan, which was raised to partially fund the acquisition of Medicx Health in the fourth quarter of 2023, together with the
amortization of the related issuance costs.
Other
income was $38 and $113 for the three and nine months ended September 30, 2024 and represents a reduction in the estimated amount
due as a result of a supplier related payment contingency.
23
Interest income decreased from approximately $688
for the three months ended September 30, 2023, to approximately $107 for the three months ended September 30, 2024, and from
approximately $2,074 for the nine months ended September 30, 2023, to approximately $231 for the nine months ended September 30,
2024. The decrease was a result of lower invested balances as we realized short-term investments during 2023 in order to partially fund
the acquisition of Medicx Health.
Income tax expense
Income tax benefit was approximately $817, or an effective rate of
8.2%, and $1,561, or an effective rate of 7.2% for the three and nine months ended September 30, 2024, respectively. For further
information, see Part I, Item I. Financial Statements; Note 13 — Income Taxes in the Condensed Consolidated Financial Statements.
Net Loss
We had a net loss of approximately $9,124 for
the three months ended September 30, 2024, as compared to a net loss of approximately $2,865 during the three months ended September 30,
2023 and approximately $20,032 for the nine months ended September 30, 2024 as compared to $13,424 for the nine months ended September 30,
2023. 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, in addition, during the year
ended December 31, 2023, the Company entered into a Term loan of $40.0 million in order to partially fund the acquisition of Medicx
Health. As of September 30, 2024, the total principal balance outstanding on the Term loan was approximately $36.8 million
and we were in compliance with all of the financial covenants of the Term loan.
As
of September 30, 2024, we had total current assets of approximately $46.9 million, compared with current liabilities of approximately
$14.5 million, resulting in working capital of approximately $32.4 million and a current ratio of approximately 3.2 to 1. This represents
a decrease from our working capital of approximately $36.4 million, whilst maintaining the same current ratio at 3.0 to 1 when compared
to December 31, 2023. This decrease in our working capital is discussed in more detail below.
We
believe that funds generated from operations, together with existing cash, will be sufficient to finance our current operations and meet
our obligations under the Term loan 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.
Cash Flows
Following
is a table with summary data from the consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023,
as presented (in thousands).
Nine Months Ended
September 30,
2024
2023
Net cash provided by /(used in) operating activities
$ 4,691
$ (982 )
Net cash provided by /(used in) investing activities
(330 )
664
Net cash provided by /(used in) financing activities
(2,087 )
(7,969 )
Net increase (decrease) in cash and cash equivalents
$ 2,274
$ (8,287 )
We generated approximately $4,691 from operating
activities during the nine months ended September 30, 2024, compared with $982 used in operating activities in the same period in
2023. We had a net loss of $20,032 for the first nine months of 2024, which included non-cash expenses of $18,176. This was offset by
cash generated through improved working capital management.
24
Cash
used by investing activities was approximately $330 for the nine months ended September 30, 2024. We invested in internally developed
software in the amount of $235 and spent $95 on property and equipment. Cash provided by investing activities for the same period in
the prior year was $664 as we made a net investment of $2,311 in treasury bills and invested $1,561 in internally developed software.
Cash used for financing activities was approximately
$2,087, during the nine months ended September 30, 2024. We used $587 to pay withholding taxes on behalf of employees vesting in
restricted stock units and made repayments totaling $1,500 on our Term loan. Cash used for financing activities for the same period in
prior year was $7,969, primarily related to the repurchase of 526,999 shares of our common stock for approximately $7,522. The remaining
amount arose from paying withholding taxes on behalf of employees vesting in restricted stock units, partially offset by the receipt of
funds from the exercise of stock options.
Critical
Accounting Estimates
We prepare our condensed consolidated financial statements in conformity
with accounting principles generally accepted in the United States (“GAAP”). 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. Estimates and assumptions have been made
in determining the allowance for credit losses, carrying value of assets, fair values assigned to acquired long-lived assets, depreciable
and amortizable lives of tangible and intangible assets, the carrying value of liabilities, the valuation allowance for deferred tax assets,
the timing of revenue recognition and related revenue-share expenses, and inputs used in the calculation of stock-based compensation.
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, 2023 (2023 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 2023 Annual Report on Form 10-K.
Goodwill
We
evaluate goodwill for impairment during our fiscal fourth quarter, or more frequently if an event occurs or circumstances change.
The use of different assumptions, estimates, or
judgments in the goodwill impairment testing process may significantly increase or decrease the estimated fair value of a reporting unit.
Generally, changes in DCF estimates would have a similar effect on the estimated fair value of the reporting unit.
During the third quarter of 2024, the Company
experienced sustained decreases in its stock price and market capitalization. Accordingly, the Company conducted a quantitative impairment
test of its goodwill as of September 30, 2024. The Company estimated fair value by weighting the results from a market approach and an
income approach. Significant assumptions inherent in the valuation methodologies included, but are not limited to, prospective financial
information, discount rate, and comparable multiples from publicly traded companies in the same industry. The assessment resulted in a
non-cash impairment charge of $7.5 million.
Our
critical accounting estimates are described in Management’s Discussion and Analysis included in the 2023 Annual Report on Form
10-K.
25
Recently
Issued Accounting Pronouncements
In
November 2023, the FASB issued ASU No. 2023-07 (“ASU 2023-07”), Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures. ASU 2023-07 requires annual and interim disclosures that are expected to improve reportable segment disclosures,
primarily through enhanced disclosures about significant segment expenses. The provisions of ASU 2023-07 are effective for fiscal years
beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
We are currently evaluating the impact of adopting ASU 2023-07.
In
December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures
primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to
improve the effectiveness of income tax disclosures. The provisions of ASU 2023-09 are effective for annual periods beginning after December
15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09.
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 media, data or messaging capabilities. As of September 30, 2024, the Company had commitments
for future minimum payments of approximately $16.7 million that will be reflected in cost of revenues during the remainder of 2024 and
years 2025 through 2028.
Item
3. Quantitative and Qualitative Disclosures about Market Risk
Not
applicable.
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