What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-20 compared with 2024-04-15 · 459 added, 362 removed, 130 unchanged (86% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, 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 evolved to provide

Audience Development and Audience Creation and Media Execution across numerous different messaging types that leverage our technology

platform and media distribution channels.

In addition, the October 2023 acquisition of Medicx Health provided the Company with a significant

footprint for direct-to-consumer healthcare marketing.

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 virtual communication solutions such as our AI-powered

DAAP, expanding on previous iterations of the RWD.AI technology, which uses sophisticated machine-learning algorithms to find the best

audiences in the correct channels at the right time.

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.

Concentration

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.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

OptimizeRx is a digital healthcare technology

company that connects over two million HCPs and millions of their patients through an intelligent technology platform embedded within

a proprietary omnichannel network.

OptimizeRx helps life sciences organizations engage and support their customers through our combined

HCP and DTC marketing strategies.

OptimizeRx has historically generated revenue

by delivering messages to HCPs via their EHR systems and eRx platforms using our proprietary network of channel partners.

We have gradually

expanded our offerings to include audience development, audience creation, and media execution across different messaging types and media

distribution channels.

Overall, we employ a “land and expand”

strategy focused on growing our existing customer base and generating greater and more consistent revenues in part through a continued

shift in our business model toward enterprise level engagements, while also broadening our platform with innovative proprietary virtual

communication solutions such as our patented Micro-Neighborhood Targeting and our AI-powered DAAP, which uses sophisticated machine-learning

algorithms to find the best audiences in the correct channels at the right time.

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.

In addition, by aiming to transition our DAAP customers to a more predictable subscription-based

model for data services, we believe will further improve margins, increase visibility, and enhance the overall predictability of our revenue

streams over time.

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 among the largest pharmaceutical companies in the world.

Loss of one of more of our larger customers could have a negative impact on our operating results.

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approximately 49% and 44% of our revenue for the years ended December 31, 2024 and December 31, 2023, respectively.

of 2023 and 2022, we had one customer that each represented more than 10% of our revenues.

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

and 2023, we had two customers and one customer, respectively, that represented more than 10% of our revenues.

In general, the pharmaceutical brand marketing

industry spends its advertising budget seasonally.

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 expect these seasonality trends to continue and our ability to effectively manage our

resources in anticipation of these trends may affect our operating results.

of Macroeconomic Events

conditions in the economy may negatively affect the growth of our business and our results of operations.

For example, macroeconomic

events including rising inflation and the U.S.

Federal Reserve raising interest rates have led to economic uncertainty.

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 rising inflation and the

Federal Reserve raising interest rates have led to economic uncertainty in the recent past, and threats of multinational tariffs

and retaliatory tariffs provide uncertainty as to heightened inflation in the domestic markets in the next twelve months.

high levels of employee turnover across the pharmaceutical industry as well as a fewer number of U.S.

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of accounts receivable and our expected cash flow generation, which may adversely impact our financial condition and results of operations.

Performance Indicators

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

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.

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.

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.

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and believe it also provides investors with a transparent way to chart our progress in penetrating this important customer segment.

increase in the average in 2023 as compared to 2022 is primarily the result of stronger DAAP related revenue streams and the Company’s

October 2023 acquisition of Medicx Health, which added to 2023 revenues and was not included in the 2022 amounts.

Average revenue per top 20 pharmaceutical

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.

Percent of top 20 pharmaceutical

manufacturers that are customers

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 stayed relatively consistent

year over year.

Percent of total revenue attributable

to top 20 pharmaceutical manufacturers

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 2023 increased due to stronger DAAP related revenue streams from existing clients and the Company’s

2023 acquisition of Medicx Health.

increase in the average in 2024, as compared to 2023, is primarily the result of higher revenue in the Company’s top 5 client accounts,

all of which are included in the average revenue per top 20 pharmaceutical manufacturer KPI calculation.

The above mentioned top 5 client

accounts averaged $9.0 million in revenue, which was primarily driven by growth in DAAP and omnichannel messaging expansion.

Twelve Months Ended

(in thousands)

Average revenue per top 20 pharmaceutical manufacturer

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.

Twelve Months Ended

Percent of top 20 pharmaceutical manufacturers that are customers

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.

from customers that are not top 20 pharmaceutical manufacturers stayed relatively consistent year over year.

Twelve Months Ended

Percent of total revenue attributable to top 20 pharmaceutical manufacturers

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).

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 2024

increased due to increased DAAP related revenue streams from existing clients and full year benefit of the October 2023 acquisition of

Medicx Health.

Twelve Months Ended

Net revenue retention

Revenue per average full-time employee.

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to scale efficiently over time and believes the metric provides investors with a way to chart our productivity and scalability.

rate per employee stayed relatively consistent year over year.

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

Twelve Months Ended

(in thousands)

Revenue per average full-time employee

of Operations for the Years Ended December 31, 2023 and 2022

following table sets forth, for the periods indicated, the dollar value and percentage of total return represented by certain items in

our consolidated statements of operations:

Years Ended December 31,

(in thousands, except percentage data)

Total Revenue

Results of Operations for the Years Ended December 31,

2024 and 2023

The following table sets forth, for the periods

indicated, the dollar value and percentage of total return represented by certain items in our consolidated statements of operations (in

Ended December 31,

(in thousands,

except percentage data)

Total Net Revenue

Cost of Revenues

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Loss from operations

Other (expense) income

Loss before provision for income taxes

Income tax benefit

and percentage of total revenue information may not add due to rounding

Income tax (expense) benefit

Balances and percentage of total revenue information may not add due to rounding

Our net revenue increased 29% to $92.1 million

for the year ended December 31, 2024 from $71.5 million for the year ended December 31, 2023.

Of the 15% increase, 7.3% resulted

from the acquisition of Medicx Health, in October, with the remaining increase due to stronger DAAP related sales.

66% of the $20.6 million year

over year revenue increase resulted from the October 2023 acquisition of Medicx Health, with the remaining increase being primarily due

to increased DAAP related sales as the Company generated 48 DAAP deals in 2024 compared to 24 DAAP deals in 2023.

The increase was partially

offset by a reduction of approximately $4.2 million 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.

Cost of Revenues

Our total cost of revenues, composed primarily

of revenue-share expense paid to our network partners, increased in the year ended December 31, 2023, compared to the year ended

December 31, 2022.

Our cost of revenues as a percentage of revenue increased to approximately 40% in the year ended December 31,

2023, from approximately 38% in the year ended December 31, 2022.

This increase in our cost of revenues as a percentage of revenue

resulted primarily due to an unfavorable channel partner mix.

gross margin, which is the difference between our revenues and our cost of revenues, increased from 2022 to 2023 but our gross margin

percentage decreased to 60.0% in 2023 from 62% in 2022 We had higher revenues in 2023, which increased gross margin but during 2023,

there was a decrease in the percentage of activity flowing through our lower cost channels compared with 2022.

of revenue-share expense paid to our channel partners, increased in the year ended December 31, 2024 compared to the year ended December 31,

Our cost of revenues as a percentage of revenue decreased to approximately 36% in the year ended December 31, 2024 from approximately

40% in the year ended December 31, 2023.

This decrease in our cost of revenues as a percentage of revenue resulted primarily due

to favorable network utilization.

Our gross margin, which is the difference between

our revenues and our cost of revenues, increased from 2023 to 2024 and our gross margin percentage increased to 64.5% in 2024 from 60%

We had higher revenues in 2024, which increased gross margin.

Our gross margin percentage increased for the reasons discussed

above in the cost of revenues section.

Operating Expenses

Total operating expenses increased to $73.1 million

for the year ended December 31, 2024, from $69.3 million for the year ended December 31, 2023, an increase of approximately

The increase includes approximately $6.7 million, related to impairment charges, approximately $4.5 million of transaction costs

associated with the purchase of Medicx Health, and a loss on the disposal of a business of $2.1 million.

detail by major category is reflected in the table below.

(in thousands)

The detail by major category is reflected in the

table below (in thousands).

Years Ended December 31

Stock-based compensation

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for the year ended December 31, 2024, from $13.7 million for the year ended December 31, 2023 as a result of the lower grant

date fair value of awards due to declines in the Company’s stock price.

date fair value of awards due to declines in the Company’s stock price partially offset by the acceleration of the market based restricted

stock units for the former CEO which was fully expensed as of December 31, 2024 upon his resignation.

Depreciation and amortization increased to $4.3

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associated with the identifiable intangibles arising from the Medicx Health acquisition.

impairment charges recorded during 2023 relate to intangible assets, primarily technology and patent and trademarks relating to certain

non-core products.

Impairment charges increased to $7.5 million for

the year ended December 31, 2024, from $6.7 million for the year ended December 31, 2023.

The impairment charge recorded during

2024 represents a goodwill impairment and represents the amount by which the Company’s book value exceeded its estimated fair value.

The impairment charges recorded during 2023 relate to intangible assets, primarily technology and patent and trademarks relating to certain

non-core assets.

The Company determined that the carrying value of these long-lived assets was not recoverable on an undiscounted basis

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the useful life of the assets and residual value, if any.

loss on disposal of a business is discussed in Part II, Item 8.

The loss on disposal of a business for the year

ended December 31, 2023 is discussed in Part II, Item 8.

Financials Statements and Supplementary Data;

Note 7 - Goodwill and Intangibles.

Transaction related costs arose due to the acquisition

of Medicx Health, discussed in Part II, Item 8.

Transaction related costs for the year ended December 31,

2023 arose due to the acquisition of Medicx Health, discussed in Part II, Item 8.

Financials Statements and Supplementary Data;

Note 3 - Acquisitions.

Other sales, sales general, and administrative

expense increased to $39.8 million for the year ended December 31, 2023 from $33.5 million for the year ended December 31,

The acquisition of Medicx Health increased Operating expense, primarily compensation and amortization, by approximately $2.5 million

year on year.

In addition, within the other sales, general and administrative expenses, there were a variety of increases, the largest

of which was in compensation, which increased by $3.3 million from $20.8 million in 2022 to $24.1 million in 2023.

The increase is due

to the addition of Medicx Health employees since the acquisition date and higher severance, employee benefit and commission costs.

income (expense)

Income (Expense) was comprised of the following:

- Acquisitions.

Sales general, and administrative expense increased

to $49.6 million for the year ended December 31, 2024, from $39.8 million for the year ended December 31, 2023.

variety of increases, the largest of which was in compensation, which increased by $7.7 million from $24.1 million in 2023 to $31.8 million

The increase in 2024 is due to severance expense and the addition of Medicx employees for a full year period increasing compensation

and benefits.

This increase was partially offset by savings due to operational synergies generated through the integration of Medicx Health.

Other income (expense)

Other income (expense) was comprised of the following:

Years Ended December 31

(in thousands)

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Interest income

Interest expense represents interest charges on

our Term Loan, which was raised during the year to partially fund the acquisition of Medicx Health, together with the amortization of

the related issuance costs, (see Part II, Item 8.

Interest expense increased to $6.2 million for

the year ended December 31, 2024, from $1.5 million for the year ended December 31, 2023.

Interest expense represents interest

charges on our Term Loan, which was raised during 2023 to partially fund the acquisition of Medicx Health, together with the amortization

of the related issuance costs, (see Part II, Item 8.

Financials Statements and Supplementary Data;

Note 12 - Long Term Debt for further details

concerning our Term loan).

income represents the net proceeds from the sale of customer assets, primarily contracts, relating to two non-core products.

Interest income represents interest earned on

our short-term investments, which were realized during 2023 in order to partially fund the acquisition of Medicx Health.

Interest earned

in 2022 reflects the shorter period and lower average balance on amounts held in short-term investments during that period.

The income tax benefit recorded in 2023 represents

the partial reversal of our valuation allowance, previously recorded against the value of our net operating loss (“NOL”) carryforwards.

In evaluating our ability to recover our deferred tax assets, in full or in part, we consider all available positive and negative evidence,

including our past operating results, the impact of the Medicx Health transaction on our consolidated tax returns, and our forecast of

future earnings, future taxable income and prudent and feasible tax planning strategies.

Note 12 - Long Term Debt for further

details concerning our Term Loan).

The increase year over year is due to 2024 having a full year of interest expense versus three months

of interest expense in 2023.

Other income in 2023 represents the net proceeds

from the sale of customer assets, primarily contracts, while other income in 2024 relates to benefits from legacy vendor contracts.

Interest income decreased to $0.3 million for

the year ended December 31, 2024, from $2.2 million for the year ended December 31, 2023.

Interest income represents interest

earned on our short-term investments, which were realized during 2023 in order to partially fund the acquisition of Medicx Health.

earned in 2024 reflects the lower average balance on amounts held in short-term investments during that period.

Income tax (expense) benefit

We recorded an income tax expense of $0.7 million

for the year ended December 31, 2024 compared to an income tax benefit of $7.6 million for the year ended December 31, 2023.

The increase in income tax expense for 2024 compared to 2023 primarily related to having taxable income for the year ended December 31,

The income tax benefit recorded in 2023 represents the partial reversal of our valuation allowance, previously recorded against

the value of our net operating loss (“NOL”) carryforwards.

In evaluating our ability to recover our deferred tax assets, in

full or in part, we consider all available positive and negative evidence, including our past operating results, the impact of the Medicx

transaction on our consolidated tax returns, and our forecast of future earnings, future taxable income and prudent and feasible tax planning

The assumptions utilized in determining future

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This compares with a working capital balance of $36.4 million and a current ratio of 3 to 1 at December 31, 2023.

This decrease in working capital, as discussed in more detail below, is primarily the result of our common stock buyback program

and the acquisition of Medicx Health, which was funded from a combination of cash on hand, short-term investments and the Term Loan.

This decrease in working capital, as discussed in more detail below, is primarily the result of a slight increase in our accounts receivable

driven by higher fourth quarter billings, and a slight increase in our accrued expenses due to severance expenses as of December 31, 2024.

We believe that funds generated from operations,

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the cash needed to operate beyond the next 12 months from operations.

Company’s contractual obligations and cash commitments at December 31, 2023, consisted of long term debt, operating lease

liabilities, and payments to partners to acquire minimum amounts of media, data or messaging capabilities as follows:

● Long-term debt:

Total obligations under the Term Loan were $38.3 million,

with $2.0 million due over the next twelve months.

For details regarding long-term obligations, see Part II, Item 8.

Financial Statements

and Supplementary Data;

Note 12 – Long Term Debt in the Consolidated Financial Statements.

● Lease liabilities:

Total obligations under short- and long-term operating

leases were $0.7 million, with $0.3 million due over the next twelve months.

For details regarding short- and long-term operating lease

liabilities, see Part II, Item 8.

Financial Statements and Supplementary Data;

Note 13 – Leases in the Consolidated Financial Statements.

payment obligations:

Total obligations for partner payments were $25.1 million, with $11.0

million due over the next twelve months.

For details regarding the Company’s future

payments to partners to acquire minimum amounts of media, data or messaging capabilities,

see Part II, Item 8.

Financial Statements and Supplementary Data;

Note 16 – Commitments.

On October 11, 2023 (the “Loan Date”),

in connection with the acquisition of Medicx Health, we entered into a financing agreement that provided for a $40.0 million term loan.

The outstanding principal amount of the Term Loan

is repayable in quarterly installments on the last business day of each fiscal quarter commencing on December 31, 2023, in an amount

equal to 1.25% of the principal amount.

The outstanding unpaid principal amount of the Term Loan, and all accrued and unpaid interest

thereon, shall be due and payable on the earliest of (i) the fourth anniversary of the closing of the financing agreement and funding

of the Term Loan and (ii) the date on which the Term Loan is declared due and payable pursuant to the terms of the financing agreement.

The Term loan bears a variable interest rate which is currently priced at 14.1%.

We incurred debt issuance costs of approximately

$2.3 million, in connection with this Term Loan and made repayments of approximately $1.7 million.

We are subject to market risks arising from changes

in interest rates which relate primarily to the Term Loan our term loan, which is variable rate debt.

(see Part II, Item 8.

Statements and Supplementary Data;

Note 12 - Long Term Debt).

Our potential additional interest expense over one year that would result

from a hypothetical, instantaneous and unfavorable change of 100 basis points in the interest rate on all of our variable rate obligations

would be approximately $0.4 million on a pre-tax basis.

Part II, Item 8.

Financials Statements and Supplementary Data;

Note 12 - Long Term Debt for additional information regarding the Term

is a table with summary data from the consolidated statement of cash flows for the years ended December 31, 2023 and 2022, as presented.

Following is a table with summary data from the consolidated statement

of cash flows for the years ended December 31, 2024 and 2023, as presented.

(in thousands)

Net cash (used in) / provided by operating activities

Net cash provided by / (used in) operating activities

Net cash used in investing activities

Net cash provided / (used in) by financing activities

Net cash (used in) / provided by financing activities

Net decrease in cash and cash equivalents

Our operating activities used $7.2 million in

the year ended December 31, 2023, as compared with approximately $10.7 million provided by operating activities in the year ended

December 31, 2022.

We had a net loss of $17.6 million for 2023, and a net increase in working capital of $7.9 million, notably accounts

receivable, which increased as a result of higher fourth quarter billings, which was partially offset by non-cash expenses of $25.0 million.

The cash provided in 2022 was the result of our

net loss of $11.4 million offset by non-cash expenses of $17.8 million and a decrease in net working capital of $4.0 million, generated

by the collection of receivables.

Our operating activities provided $4.9 million

in the year ended December 31, 2024, as compared with approximately $7.2 million used by operating activities in the year ended December 31,

The net increase in net cash provided by operating activities was mainly attributable to a $6.5 million increase in cash flows from

accounts receivable largely driven by higher fourth quarter billings in fiscal 2024 as compared to fiscal 2023 and a reduction of cash

outflows for deferred tax liabilities.

In 2023, as a result of the Medicx Health acquisition, the Company recorded a deferred tax liability

of $7.7 million which was reduced in 2024 for the change in deferred tax liability.

This was partially offset by a $2,544 increase in

Investing activities used $0.5 million in 2024,

compared with $25.3 million in 2023.

In addition to the cash payment, net of cash acquired of $82.9 million related to the acquisition

of Medicx Health, we purchased $162.8 million and redeemed $218.7 million in Treasury bills during 2023.

We also incurred capitalized

software development costs of $0.8 million, and purchased $0.1 million of tangible property, primarily personal computers and received

$2.5 million from the disposal of our Access products (see Part II, Item 8.

Financials Statements and Supplementary Data;

Note 7 - Goodwill

and Intangibles).

2022, we made a $2.0 million investment in EvinceMed technology, purchased $55.9 million in Treasury bills and incurred $0.2 million

and $0.1 million, respectively related to capitalized software development and tangible property.

Financing activities provided $28.2 million

in 2023 and used $19.0 million in 2022.

During 2023, we raised $38 million pursuant to the Term Loan to partially fund the

acquisition of Medicx Health.

In connection with the Term Loan we incurred debt issuance costs of approximately $2.3million, and

have made repayments of approximately $1.7 million.

In addition, during 2023, we repurchased 526,999 shares of common stock for $7.5

cash used in 2022, related to the repurchase of 1,214,398 shares of common stock for $20.0 million, partially offset by $1.1 million

from the exercise of stock options.

Balance Sheet Arrangements

of December 31, 2023, there were no off-balance sheet arrangements.

Accounting Estimates

discussion and analysis of our financial condition and results of operations are based upon the Consolidated Financial Statements, which

have been prepared in accordance with U.S.

generally accepted accounting principles.

The preparation of these financial statements requires

us to make 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.

In 2024, we incurred capitalized software development costs of $0.3 million, and purchased $0.1 million

of tangible property, primarily personal computers.

During 2023, in addition to the cash payment of

$82.9 million related to the acquisition of Medicx Health, we purchased $162.8 million and redeemed $218.7 million in Treasury bills during

We also incurred capitalized software development costs of $0.8 million, and purchased $0.1 million of tangible property, primarily

personal computers and received $2.5 million from the disposal of our Access products (see Part II, Item 8.

Financials Statements and

Supplementary Data;

Note 7 - Goodwill and Intangibles).

Financing activities used $4.9 million in 2024,

and provided $28.2 million in 2023.

During 2024, in connection with the Term Loan, we have made repayments of approximately $4.0 million.

In addition, during 2024, we paid $0.9 million for employee withholding taxes related to the vesting of restricted stock units.

During 2023, we raised $40.0 million pursuant

to the Term Loan to partially fund the acquisition of Medicx Health.

In connection with the Term Loan, we incurred debt issuance costs

of approximately $2.3 million, and made repayments of approximately $1.7 million.

In addition, during 2023, we repurchased 526,999 shares

of common stock for $7.5 million.

On October 11, 2023 (the “Loan Date”),

in connection with the acquisition of Medicx Health, we entered into a financing agreement that provided for a $40.0 million term loan.

The outstanding principal amount of the Term Loan

is repayable in quarterly installments on the last business day of each fiscal quarter commencing on December 31, 2023 in an amount equal

to 1.25% of the principal amount.

The outstanding unpaid principal amount of the Term Loan, and all accrued and unpaid interest thereon,

shall be due and payable on the earliest of (i) the fourth anniversary of the closing of the financing agreement and funding of the Term

Loan and (ii) the date on which the Term Loan is declared due and payable pursuant to the terms of the financing agreement.

Term loan bears interest at a variable rate, which was 13.3% at December 31, 2024.

We incurred debt issuance costs of approximately

$2.3 million, in connection with this Term Loan and made repayments of approximately $4.0 million and $1.7 million for the year ended

December 31, 2024 and 2023, respectively.

As of December 31, 2024, total obligations under

the Term Loan were $34.3 million, with $2.0 million of principal payments due over the next twelve months.

We are subject to market risks

arising from changes in interest rates which relate primarily to the Term Loan, which is variable rate debt.

We estimate our potential

additional interest expense over the next twelve months that would result from a hypothetical, instantaneous and unfavorable change of

100 basis points in the interest rate on our Term Loan would be approximately $0.3 million on a pre-tax basis.See Part II, Item 8.

Statements and Supplementary Data;

Note 12 - Long Term Debt for additional information regarding the Term Loan.

Other Contractual Obligations

We have obligations under our operating leases

for office space.

Total obligations under short and long term operating leases were $0.4 million, with $0.2 million due over the next

twelve months.

For details regarding short and long term operating lease liabilities, see Part II, Item 8.

Financial Statements and Supplementary

Note 13 – Leases in the Consolidated Financial Statements.

We have obligations under our former employee

severance agreements.

As of December 31, 2024, total obligations under former employee severance agreements were $1.2 million, with $1.0

million due over the next twelve months.

Off Balance Sheet Arrangements

From time to time, the Company enters into arrangements

with channel partners to acquire minimum amounts of media, data or messaging capabilities.

As of December 31, 2024, the Company had

commitments with channel partners for future minimum payments of $19.7 million that will be reflected in cost of revenues during the years

from 2025 through 2029, with $14.4 million due over the next twelve months.

See Part II, Item 8.

Financial Statements and Supplementary Data;

Note 2 - Summary of Significant Accounting Policies,

for a discussion of significant accounting policies.

Actual results may differ materially from these estimates due to different assumptions

or conditions.

The following areas all require the use of subjective or complex judgments, estimates and assumptions:

Financial Statements and Supplementary

Note 16 – Commitments.

Critical Accounting Estimates

Our discussion and analysis of our financial condition

and results of operations are based upon the Consolidated Financial Statements, which have been prepared in accordance with U.S.

accepted accounting principles.

The preparation of these financial statements requires us to make 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.

See Part II, Item 8.

Statements and Supplementary Data;

Note 2 - Summary of Significant Accounting Policies, for a discussion of significant accounting policies.

Actual results may differ materially from these estimates due to different assumptions or conditions.

The following areas all require

the use of subjective or complex judgments, estimates and assumptions:

Business Combination

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The method used to estimate the fair values of intangible assets incorporates significant estimates and assumptions regarding

the estimates a market participant would make in order to evaluate an asset, including a market participant's use of the asset, future

cash inflows and outflows, probabilities of success, asset lives, and the appropriate discount rates.

This judgement and determination

effects the amount of consideration paid that is allocated to assets acquired and liabilities assumed in the business purchase transaction.

The Company engages third-party appraisal firms to assist in determining fair value of assets acquired and liabilities assumed when appropriate.

the estimates a market participant would make to evaluate an asset, including a market participant’s use of the asset, future cash inflows

and outflows, probabilities of success, asset lives and the appropriate discount rates.

This judgement and determination affects the amount

of consideration paid that is allocated to assets acquired and liabilities assumed in the business purchase transaction.

The Company engages

third-party appraisal firms to assist in determining fair value of assets acquired and liabilities assumed when appropriate.

During the remeasurement period, which extends

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and liabilities assumed with a corresponding offset to goodwill.

of revenue requires evidence of a contract, probable collection of proceeds, and completion of substantially all performance obligations.

We use a 5-step model to recognize revenue.

These steps are:

identify the contract with a customer, identify the performance obligations

in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and

recognize revenue when or as the performance obligations are satisfied.

are primarily generated from content delivery activities in which we deliver financial, clinical, or brand messaging through a distribution

network of eprescribers and electronic health record technology providers (channel partners), directly to consumers, or from reselling

services that complement the business.

Revenue Recognition

Recognition of revenue requires evidence of a

contract, probable collection of proceeds, and completion of substantially all performance obligations.

We use a 5-step model to recognize

(1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction

price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when or as the performance

obligations are satisfied.

Revenues are primarily generated from content

delivery activities in which we deliver financial, clinical, or brand messaging through a distribution network of e-prescribers and electronic

health record technology providers (channel partners), directly to consumers, or from reselling services that complement the business.

This content delivery for a customer is referred to as a program.

Unless otherwise specified,

revenue is recognized based on the selling price to customers.

contracts are generally all less than one year and the primary performance obligation is delivery of messages or other forms of content,

but the contract may contain additional services.

Additional services may include program design, which is the design of the content

delivery program, set up, and reporting.

We consider set up and reporting services to be complimentary to the primary performance obligation

and recognized through performance of the delivery of content.

We consider the design of the programs and related consulting services

to be performance obligations separate from the delivery of messages.

the content is distributed through the platform and network of channel partners (a transaction), these transactions are recorded, and

revenue is recognized, over time as the distributions occur.

Revenue for transactions can be realized based on a price per message, a

price per redemption, as a flat fee occurring over a period of time, or upon completion of the program, depending on the client contract.

We recognize setup fees that are required for integrating client offerings and campaigns into the rule-based content delivery system

and network over the life of the initial program, based either on time, or units delivered, depending upon which is most appropriate

in the specific situation.

Should a program be cancelled before completion, the balance of set up revenue is recognized at the time of

cancellation, as set up fees are nonrefundable.

Additionally, we also recognize revenue for providing program performance reporting and

maintenance, either by our company directly delivering reports or by providing access to our online reporting portal that the client

This reporting revenue is recognized over time as the messages are delivered.

Program design, which is the design of the

content delivery program, and related consulting services are recognized as services are performed.

some instances, we license certain of our software applications in arrangements that do not include other performance obligations.

those instances, we record license revenue when the software is delivered for use to the license.

In instances where our contracts included

Software as a Service, the revenue is recognized over the subscription period as services are delivered to the customer.

some instances, we also resell messaging solutions that are available through channel partners that are complementary to the core business

and client base.

These partner specific solutions are frequently similar to our own solutions and revenue recognition for these programs

is the same as described above.

In instances where we sell solutions on a commission basis, net revenue is recognized based on the commission-based

revenue split that we receive.

In instances where we resell these messaging solutions and have all financial risk and significant operation

input and risk, we record the revenue based on the gross amount sold and the amount paid to the channel partner as a cost of sales.

primary cost of revenue is revenue-share expense.

Based on the volume of transactions that are delivered through the channel partner

network, we provide a revenue-share to compensate the partner for their promotion of the campaign.

Unless otherwise specified, revenue is recognized based on the selling

price to customers.

Our contracts are generally all less than one

year and the primary performance obligation is delivery of messages or other forms of content, but the contract may contain additional

Additional services may include program design, which is the design of the content delivery program, set up, and reporting.

We consider set up and reporting services to be complimentary to the primary performance obligation and recognized through performance

of the delivery of content.

We consider the design of the programs and related consulting services to be performance obligations separate

from the delivery of messages.

Performance obligations which are recognized at a point in time upon delivery to the client include the

development and delivery of NPI target data lists and custom analytic and consulting projects.

As the content is distributed through the platform

and network of channel partners (a transaction), these transactions are recorded, and revenue is recognized, over time as the distributions

Revenue for transactions can be realized based on a price per message, a price per redemption, as a flat fee occurring over a period

of time, or upon completion of the program, depending on the client contract.

We recognize setup fees that are required for integrating

client offerings and campaigns into the rule-based content delivery system and network over the life of the initial program, based either

on time, or units delivered, depending upon which is most appropriate in the specific situation.

Should a program be cancelled before

completion, the balance of set up revenue is recognized at the time of cancellation, as set up fees are nonrefundable.

Additionally, we

also recognize revenue for providing program performance reporting and maintenance, either by our company directly delivering reports

or by providing access to our online reporting portal that the client can utilize.

This reporting revenue is recognized over time as the

messages are delivered.

Program design, which is the design of the content delivery program, and related consulting services are recognized

as services are performed.

In some instances, we license certain of our software

applications in arrangements that do not include other performance obligations.

In those instances, we record license revenue when the

software is delivered for use to the license.

In instances where our contracts included Software as a Service, the revenue is recognized

over the subscription period as services are delivered to the customer.

In some instances, we also resell messaging solutions

that are available through channel partners that are complementary to our HCP marketing business and customer base.

These channel partner-specific

solutions are frequently similar to our own solutions and revenue recognition for these programs is the same as described above.

where we sell solutions on a commission basis, net revenue is recognized based on the commission-based revenue split that we receive.

In instances where we resell these messaging solutions and have all financial risk and significant operation input and risk, we record

the revenue based on the gross amount sold and the amount paid to the channel partner as a cost of sales.

Cost of Revenues

The primary costs of revenue are revenue-share

expense and data acquisition costs.

Based on the volume of transactions that are delivered through a channel partner network, we provide

a revenue-share to compensate the channel partner for its or their promotion of the campaign.

Revenue-shares are a negotiated percentage

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As our solution mix has expanded

and our revenues have grown, financial messaging has become a smaller percentage of our revenues and these payments to ConnectiveRx,

a smaller portion of our revenue-share.

The contractual amount due to the channel partners is recorded as an expense at the time the

message is distributed.

Additionally, within the cost of revenues is data acquisition costs which are amortized over the period for which

we have access to the data.

assets are stated at cost.

Finite-lived assets are being amortized over their estimated useful lives of fifteen to seventeen years for

patents, eight years for customer relationships, fifteen years for tradenames, two to four years for covenants not to compete, and three

to ten years for software and websites, all using the straight-line method.

assets are reviewed whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.

of assets with definite-lives is generally determined by comparing projected undiscounted cash flows expected to be generated by the

asset, or asset groups, to its carrying value.

If the carrying value of the long-lived asset or asset group is not recoverable on an

undiscounted basis, an impairment is recognized to the extent fair value exceeds carrying value.

Determining the extent of impairment,

if any, typically requires various estimates and assumptions including cash flows directly attributable to the asset, the useful life

of the asset and residual value, if any.

When necessary, the Company uses internal cash flow estimates, quoted market prices and appraisals,

as appropriate, to determine fair value.

and our revenues have grown, financial messaging has become a smaller percentage of our revenues and these payments to ConnectiveRx, a

smaller portion of our revenue-share.

The contractual amount due to the channel partners is recorded as an expense at the time the message

is distributed.

Data acquisition costs consist primarily of the costs to acquire data through flat-fee data licensing agreements.

acquisition costs are amortized over the period for which we have access to the data.

Intangible Assets

Intangible assets are stated at cost.

assets are being amortized over their estimated useful lives of fifteen to seventeen years for patents, eight years for customer relationships,

fifteen years for tradenames, two to four years for covenants not to compete, and three to ten years for software and websites, all using

the straight-line method.

Intangible assets are reviewed whenever events

or changes in circumstances indicate that the related carrying amounts may not be recoverable.

Impairment of assets with definite-lives

is generally determined by comparing projected undiscounted cash flows expected to be generated by the asset, or asset groups, to its

carrying value.

If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted basis, an impairment

is recognized to the extent fair value exceeds carrying value.

Determining the extent of impairment, if any, typically requires various

estimates and assumptions including cash flows directly attributable to the asset, the useful life of the asset and residual value, if

When necessary, the Company uses internal cash flow estimates, quoted market prices and appraisals, as appropriate, to determine

Actual results could vary from these estimates.

In addition, the remaining useful life of the

impaired asset is revised, if necessary.

recorded impairment charges of $6.7 million against the value of our intangible assets during the year ended December 31, 2023.

No events or circumstances were noted that would be indicative of potential impairment during the year ended December 31, 2022.

evaluate goodwill for impairment during our fiscal fourth quarter, or more frequently if an event occurs or circumstances change.

both the years ended December 31, 2023 and 2022

our annual reviews determined there was no impairment as our single reporting unit had a fair value in excess of its carrying value.

During the year ended December 31, 2023, following the disposal of the Access business,

we performed an interim review of our goodwill balance and also determined that there was no impairment due the fair value of our single

reporting unit being in excess of its carry value.

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.

In addition, the remaining useful life of the impaired asset is revised, if

No events or circumstances were noted that would

be indicative of potential impairment during the year ended December 31, 2024.

We recorded impairment charges of $6.7 million against

the value of our intangible assets during the year ended December 31, 2023.

Assets and liabilities of acquired businesses

are measured at their estimated fair values at the dates of acquisition.

The excess of the purchase price over the estimated fair value

of the net assets acquired, including identified intangibles, is recorded as goodwill.

The determination and allocation of fair value

to the assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management

judgment, including estimates based on historical information, current market data and future expectations.

We evaluate goodwill for impairment during our

fiscal fourth quarter, or more frequently if an event occurs or circumstances change.

Management performs its annual goodwill impairment

test as of December 31.

Goodwill is tested for impairment at the reporting unit level.

An entity is permitted to first assess qualitative

factors to determine if a quantitative impairment test is necessary.

If we choose to use qualitative factors and determine that it is

more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment

test would be required.

The goodwill impairment test requires the Company to estimate the fair value of the reporting unit and to compare

the fair value of the reporting unit with its carrying amount.

In estimating the reporting unit’s fair

value, the Company performed a valuation analysis, utilizing a discounted cash flow income approach and a guideline public company market

We assigned a probability weighting to each approach of 50%.

The determination of the fair value of the reporting unit requires

the Company to make significant estimates and assumptions about the reporting unit’s expected future cash flows.

These estimates

and assumptions primarily include, but are not limited to, the discount rate, revenue growth rates, operating margins and multiples of

These estimates and assumptions were determined in connection with support from a third-party valuation specialist.

rate used is based on the estimated weighted-average cost of capital for companies with profiles similar to our profile and based on an

assessment of the risk inherent in those future cash flows.

To forecast the reporting unit’s cash flows, the Company takes into

consideration economic conditions and trends, historical results and recent performance, estimated future operating results, management’s

and a market participant’s view of growth rates, management’s ability to execute on planned future strategic initiatives and

anticipates future economic conditions.

The market approach compares the valuation multiples of similar companies to that of the associated

reporting unit.

The Company then reconciles the calculated fair values to its market capitalization.

The fair value is then compared to

its carrying value including goodwill.

If the fair value is in excess of its carrying value, the related goodwill is not impaired.

the fair value is less than carrying value, an impairment charge is recognized, equivalent to the amount that the carrying value exceeds

the fair value.

For both the years

ended December 31, 2024 and 2023, our annual reviews determined there was no impairment as our

single reporting unit had a fair value in excess of its carrying value.

For both the years ended December 31, 2024 and 2023, our annual

reviews determined that there was no impairment.

It was determined that the Company’s single reporting unit was exactly equal to its carrying

value at December 31, 2024.

It was determined that the fair value of the Company’s single reporting unit was greater than its carrying

value at December 31, 2023.

During the third quarter of 2024, the Company

experienced a Triggering Event due to a sustained decline in its stock price and overall market capitalization.

Accordingly, the Company

conducted a quantitative impairment test of its goodwill at September 30, 2024.

The Company estimated the implied fair value of its goodwill

using a combination of a market approach and income approach.

A noncash charge of $7.5 million, representing the amount by which the Company’s

book value exceeds its estimated fair value, was recorded as a goodwill impairment in the year ended December 31, 2024.

of the potential impairment of goodwill and intangible assets is an integral part of our normal ongoing review of operations.

for potential impairment of these assets is significantly dependent on numerous assumptions and reflects management’s best estimates at

a particular point in time.

Estimates based on these assumptions may differ significantly from actual results.

Changes in factors and

assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well

as the time in which such impairments are recognized.

Any amount of negative change to the above disclosed key assumptions could

result in future impairment to goodwill.

impairment charges may be recognized in future periods to the extent changes in factors or circumstances occur, including deterioration

in the macro-economic environment or in the equity markets, including the market value of the Company’s common shares, deterioration

in its performance or its future projections, or changes in its plans for one or more reporting units.

in the macro-economic environment or in the equity markets, including a decline in the market value of the Company’s common shares,

deterioration in its performance or its future projections, or changes in its plans for one or more reporting units.

Compen sation

use the fair value method to account for stock-based compensation.

The fair value of the equity instrument is charged directly to compensation

expense and additional paid-in capital over the period during which services are rendered.

The fair value of each award is estimated

on the date of each grant.

time-based options, fair value is estimated using the Black-Scholes option pricing model that uses the following assumptions.

volatilities are based on the historical volatility of our stock over the same period as the expected term of the options.

term of options granted represents the period of time that options granted are expected to be outstanding.

We use historical data to

estimate option exercise behavior and to determine this term.

We use the fair value method to account for stock-based

compensation.

The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over

the period during which services are rendered.

The fair value of each award is estimated on the date of each grant.

For time-based options, fair value is estimated

using the Black-Scholes option pricing model that uses the following assumptions.

Estimated volatilities are based on the historical volatility

of our stock over the same period as the expected term of the options.

The expected term of options granted represents the period of time

that options granted are expected to be outstanding.

We use historical data to estimate option exercise behavior and to determine this

The risk-free rate used is based on the U.S.

Treasury yield curve in effect

at the time of the grant using a time period equal to the expected option term.

We have never paid dividends and do not expect to pay

any dividends in the future.

Black-Scholes option valuation model and other existing models were developed for use in estimating the fair value of traded options

that have no vesting restrictions and are fully transferable.

These option valuation models require the input of, and are highly sensitive

to, subjective assumptions including the expected stock price volatility.

Our stock options have characteristics significantly different

from those of traded options, and changes in the subjective input assumptions could materially affect the fair value estimate.

restricted stock units, the fair value is based on the market value of the Company’s common stock on the date of grant.

based restricted stock units, fair value is estimated using a Monte Carlo simulation model.

This valuation technique includes estimating

the movement of stock prices and the effects of volatility, interest rates and dividends.

Issued Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“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.

December 2023, the FASB issued ASU No.

Treasury yield curve in effect at the time of the grant using a time period equal to

the expected option term.

We have never paid dividends and do not expect to pay any dividends in the future.

The Black-Scholes option valuation model and other

existing models were developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully

transferable.

These option valuation models require the input of, and are highly sensitive to, subjective assumptions including the expected

stock price volatility.

Our stock options have characteristics significantly different from those of traded options, and changes in the

subjective input assumptions could materially affect the fair value estimate.

For restricted stock units, the fair value is

based on the market value of the Company’s common stock on the date of grant.

For market based restricted stock units, fair value

is estimated using a Monte Carlo simulation model.

This valuation technique includes estimating the movement of stock prices and the effects

of volatility, interest rates and dividends.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards

Board (“FASB”) issued ASU No.

2023-09 (“ASU 2023-09”), Income Taxes (Topic 740):

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We are currently evaluating the impact of adopting ASU 2023-09.

Quantitative and Qualitative Disclosures About Market Risk

section “Term Loan” under Liquidity and Capital Resources above.

In November 2024, the FASB issued ASU 2024-03

(“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

ASU 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial

statements at interim and annual reporting periods.

The prescribed categories include purchases of inventory, employee compensation, depreciation,

intangible asset amortization, and depletion.

This authoritative guidance is effective for annual periods beginning after December 15,

2026 and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the effect

of this new guidance on its consolidated financial statements.

Quantitative and Qualitative Disclosures

About Market Risk

We are a smaller reporting company as defined

in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item 7A.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis