TABULA RASA HEALTHCARE, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of
Operations is designed to provide a reader of our financial statements with a
narrative from the perspective of management on the Company's financial
condition, results of operations, liquidity and certain other factors that may
affect future results. The following discussion and analysis of our financial
condition and results of operations should be read together with our
consolidated financial statements and the related notes and other financial
information included elsewhere in this Annual Report on Form 10-K. The following
discussion focuses on 2022 and 2021 financial condition and results of
operations and year-to-year comparisons between 2022 and 2021. Similar
discussion of our 2020 financial condition and results and year-to-year
comparisons between 2021 and 2020 can be found in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of
the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
See also "Special Note Regarding Forward-Looking Statements" in this Annual
Report on Form 10-K.

                                    Overview

We are advancing the safe use of medication by creating solutions designed to
empower pharmacists, providers, and patients to optimize medication regimens.
Our advanced proprietary technology, MedWise®, identifies the causes of and
risks for medication-related problems, including ADEs, so that healthcare
professionals can minimize harm and reduce medication-related risks. Our
software and services help drive value-based care by improving patient outcomes
and lowering healthcare costs through reduced hospitalizations, emergency
department visits, and healthcare utilization. Our vision and mission are
supported by our experienced leadership team, our significant investments in our
technology, services and people, and collaborations to advance precision
pharmacotherapy research and its application in clinical practice, and our

culture.

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We operate our business through two segments, CareVention HealthCare and MedWise
HealthCare, which accounted for 99% and 1% of revenue from continuing
operations, respectively, for the year ended December 31, 2022.

Our total revenues from continuing operations for the years ended
December 31, 2022 and 2021 were $299.5 million and $259.9 million, respectively.
We incurred net losses from continuing operations for the years ended December
31, 2022 and 2021 of $77.3 million and $52.2 million, respectively.

In February 2022, we announced plans to evaluate non-core assets to refocus our
corporate strategy and increase stockholder value, and we commenced an initial
plan to sell the DoseMe business, which we acquired in January 2019. In March
2022, we completed our evaluation of additional divestiture opportunities and
commenced plans to sell the SinfoníaRx and PrescribeWellness businesses,
acquired in September 2017 and March 2019, respectively.

On August 1, 2022, we completed the sale of our unincorporated PrescribeWellness
business division, and the assets, properties, and rights that were primarily
used or held for use in connection with the PrescribeWellness Business, and the
KD Assets (as defined below), to TDS. On the PW Sale Date, we also completed the
acquisition of certain intellectual property from KD, which had historically
been licensed to the Company (the "KD Assets"). The KD Assets acquired were
simultaneously transferred to TDS on the PW Sale Date. The purchase
consideration included $125 million in cash, subject to certain customary
post-closing adjustments, of which $118.6 million was paid directly to us and
$5.9 million was paid to KD on the PW Sale Date. In October 2022, TDS also paid
us $1.5 million for certain customary post-closing adjustments. We are also
entitled to receive up to $15.0 million in contingent consideration based upon
the PrescribeWellness Business's achievement of certain performance-based
metrics during the fiscal years ending December 31, 2023 and 2024.

On January 20, 2023, we entered into a Share and Asset Purchase Agreement, to
sell our unincorporated DoseMe Business, and the assets, properties, and rights
that are primarily used or held for use in connection with the DoseMe Business.
The purchase consideration included $2.0 million in cash, subject to certain
customary post-closing adjustments, and a note receivable of $3.0 million with
an annual interest rate of 7%, which matures on January 20, 2027.

On March 2, 2023, we entered into an Asset Purchase Agreement to sell our
unincorporated SinfoníaRx business, and the assets, properties, and rights that
are primarily used or held for use in connection with the SinfoníaRx Business.
The purchase consideration included $1.4 million in cash, subject to certain
customary post-closing adjustments and a note receivable of $3.6 million with an
annual interest rate of 3%, which matures on December 31, 2023. We may also be
entitled to receive up to $1.0 million in contingent consideration based upon
potential regulatory changes affecting the business.

When we commenced plans to sell the PrescribeWellness, DoseMe, and SinfoníaRx
businesses, these businesses (principally, PrescribeWellness) collectively
comprised the majority of our MedWise HealthCare segment. Our sales of the
PrescribeWellness, DoseMe and SinfoníaRx businesses represented a strategic
business shift having a significant effect on our Company's operations and
financial results. As a result, we determined that these businesses met the
requirements to be classified as held for sale and discontinued operations as of
March 31, 2022, and the DoseMe and SinfoníaRx businesses continued to meet such
requirements as of December 31, 2022. Accordingly, the accompanying consolidated
financial statements in this Annual Report on Form 10-K have been recast for all
periods presented to reflect the assets, liabilities, revenue, and expenses
related to these businesses as discontinued operations.

                              Key Business Metrics

We continually monitor certain corporate metrics, including the following key
metrics, that we believe are useful in evaluating and managing our operating
performance as compared to that of other companies in our industry.

                                           Year Ended
                                         December 31,             Change
                                        2022        2021         $        %

                                              (Dollars in thousands)

Revenues from continuing operations $ 299,516 $ 259,882 $ 39,634 15 %
Net loss from continuing operations (77,334) (52,238) (25,096) 48

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We monitor the key metrics set forth in the preceding table to help us evaluate
trends, establish budgets, and measure the effectiveness and efficiency of our
operations.

We also monitor net revenue retention rate. We believe that our ability to
retain revenue associated with new or existing client relationships is an
indicator of the stability of our revenue base and the long-term value we
provide to our clients. We assess our performance in this area using a metric we
refer to as net revenue retention. We calculate our net revenue retention by
comparing revenue by client at the end of the most recent calendar year divided
by revenue at the end of the prior calendar year from only clients that were
contracted with us at the end of the prior calendar year. We believe net revenue
retention captures our cross-sell success, client expansion, changes in pricing,
and client churn or downgrades.

During 2022 and 2021, we generated net revenue retention from continuing
operations of 115% and 117%, respectively, driven by census growth at existing
clients and cross-sell revenue.

                    Factors Affecting our Future Performance

We believe that our future success depends on many factors, including our
ability to maintain and grow our relationships with existing clients, expand our
client base, continue to enter new markets, and expand our offerings to meet
evolving market needs. While these areas present significant opportunities, they
also present risks that we must manage to ensure successful results. See the
section entitled "Risk Factors" for a discussion of certain risks and
uncertainties that may impact our future success.

As described above, we completed the sales of the PrescribeWellness, DoseMe, and
SinfoníaRx businesses in 2022 and early 2023. The continuing operations of the
remaining components of our MedWise HealthCare segment promote medication safety
and adherence to improve patient outcomes and reduce healthcare costs. The
MedWise HealthCare segment revenue model is primarily based on payments on a
PMPM basis, payments on a subscription basis, and payments on a fee-for-service
basis for each MSR and clinical assessment completed.

               Components of Our Results of Continuing Operations

Revenue

Our revenue is derived from our medication revenue and technology-enabled
solutions revenue under our CareVention HealthCare and MedWise HealthCare
segments. For the years ended December 31, 2022 and 2021, medication revenue
represented 77% and 73%, respectively, of our total revenue from continuing
operations. For the years ended December 31, 2022 and 2021, technology-enabled
solutions revenue represented 23% and 27%, respectively, of our total revenue
from continuing operations.

To provide improved description over our disaggregation of revenue, we retitled
our revenue categories from product revenue and service revenue to medication
revenue and technology-enabled solutions revenue, respectively, in the
consolidated statements of operations and the notes to the consolidated
financial statements. The change had no impact to the amounts previously
reported in the consolidated statements of operations and the notes to the
consolidated financial statements.

CareVention HealthCare

Medication Revenue

We provide medication fulfillment pharmacy services to PACE organizations under
our CareVention HealthCare segment. While the majority of medications are
routinely filled in order to treat chronic conditions, the mix and quantity of
medications can vary. Revenue from medication fulfillment services is generally
billed monthly or weekly, depending on whether the PACE organization is
contracted with a pharmacy benefit manager, and is recognized when medications
are delivered and control has passed to the client. At the time of delivery, we
have performed substantially all of our performance obligations under our client
contracts. We do not experience a significant level of returns or reshipments.

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Technology-Enabled Solutions Revenue

We provide medication safety services and health plan management services to
PACE organizations under our CareVention HealthCare segment. These services
primarily include medication safety services, risk adjustment services, PBM
solutions, EHR solutions, and third-party administration services. Revenue
related to these services primarily consists of a fixed monthly fee assessed on
a PMPM basis, a fee for each claim adjudicated, and subscription fees. These
fees are recognized when we satisfy our performance obligation to stand ready to
provide PACE services, which occurs when our clients have access to the PACE
services. We generally bill for PACE services on a monthly basis as the services
are provided.

MedWise HealthCare

Technology-Enabled Solutions Revenue

Value-Based Care Solutions

We provide medication safety services under our MedWise HealthCare segment,
which include identification of high-risk individuals, medication regimen
reviews, including patient and prescriber counseling, and targeted interventions
to increase adherence and close gaps in care. Revenue related to these services
primarily consists of PMPM fees and fees for each medication review and clinical
assessment completed. Revenue is recognized when we satisfy our performance
obligation to stand ready to provide medication safety services, which occurs
when our clients have access to the medication safety services and when
medication reviews and clinical assessments are completed. We generally bill for
the medication safety services on a monthly basis.

Software Subscription and Services

We provide software as a service ("SaaS") solutions, which allow for the
identification of individuals with high medication-related risk. Revenues
related to SaaS solutions primarily consist of monthly subscription fees and are
recognized monthly as we meet our performance obligation to provide access to
the software. Revenue for implementation and set-up services is generally
recognized over the contract term as the software services are provided. We
generally bill for the software services on a monthly basis.

Cost of Revenue (exclusive of depreciation and amortization)

Cost of Medication Revenue

Cost of medication revenue includes all costs directly related to the
fulfillment and distribution of medications. These costs consist primarily of
the purchase price of the medications we dispense, shipping, packaging, expenses
associated with operating our medication fulfillment centers, including
employment costs and stock-based compensation, and technology expenses. Such
costs also include direct overhead expenses and allocated indirect overhead
costs. We allocate indirect overhead costs among functions based on employee
headcount. The purchase price of medications represented 81% of our total cost
of medication revenue for the years ended December 31, 2022 and 2021.

Cost of Technology-Enabled Solutions Revenue

Cost of technology-enabled solutions revenue includes all costs directly related
to servicing our technology service contracts and primarily consists of
employment costs, including stock-based compensation, outside contractors,
expenses related to supporting our software platforms, direct overhead expenses,
and allocated indirect overhead costs. We allocate indirect overhead costs among
functions based on employee headcount.

Research and Development Expenses

Our research and development expenses consist primarily of employment costs,
including stock-based compensation, for employees engaged in scientific
research, healthcare analytics, the design and development of new scientific
algorithms, and the enhancement of our software and technology platforms.
Research and development expenses also include fees paid to third-party
consultants, costs related to quality assurance and testing, and other

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allocated facility-related overhead and expenses.

We capitalize certain costs incurred in connection with obtaining or developing
the proprietary software platforms that support our medication and technology
service contracts, including third-party contractors and payroll costs for
employees directly involved with the software development. Capitalized software
development costs are amortized beginning when the software project is
substantially completed and when the asset is ready for its intended use. Costs
incurred during the preliminary project stage and post-implementation stage, as
well as maintenance and training costs, are expensed as incurred. We continue to
focus our research and development efforts on adding new features and
applications to increase the functionality and enhance the ease of use of our
existing suite of software solutions.

We believe that continued investment in our software solutions is important for
our future growth. We expect that our research and development expenses will
fluctuate in the short-term as we refocus on our core business but will decrease
as a percentage of revenue in the long-term.

Sales and Marketing Expenses

Sales and marketing expenses consist principally of salaries, commissions,
bonuses, and stock-based compensation and employee benefits for sales,
marketing, and account management personnel, as well as travel costs related to
sales, marketing, and account management activities. Marketing costs also
include costs for communication and branding materials, conferences, trade
shows, public relations, and allocated overhead.

We expect our sales and marketing expenses to fluctuate in the short-term as we
refocus on our core business but decrease as a percentage of revenue in the
long-term.

General and Administrative Expenses

General and administrative expenses consist principally of employee-related
expenses, including salaries, benefits, and stock-based compensation, for
employees who are responsible for information systems, administration, human
resources, finance, strategy, legal and executive management, as well as other
corporate expenses associated with these functional areas. General and
administrative expenses also include professional fees for legal, consulting,
and accounting services and allocated overhead. General and administrative
expenses are expensed when incurred.

We expect that our general and administrative expenses will fluctuate in the
short-term as we refocus on our core business but decrease as a percentage of
revenue in the long-term.

Change in Fair Value of Contingent Consideration Receivable

In connection with the sale of the PrescribeWellness Business on August 1, 2022,
we may be entitled to additional consideration based on the achievement of
certain customer and revenue metrics. The contingent consideration is classified
as an asset and is subject to remeasurement at each balance sheet date. Any
change in the fair value of the contingent consideration receivable is reflected
in our consolidated statements of operations as a change in fair value of the
receivable. We adjust the carrying value of the contingent consideration
receivable until the contingency is finally determined or final payment is
received.

Long-Lived Asset Impairment Charge

Long-lived assets consist of property and equipment, operating lease
right-of-use assets, software development costs, and definite-lived intangible
assets. Long-lived assets to be held and used are tested for recoverability
whenever events or changes in business circumstances indicate that the carrying
amount of the assets may not be fully recoverable. Factors that we consider in
deciding when to perform an impairment review include significant
underperformance of the business in relation to expectations, significant
negative industry or economic trends, and significant changes or planned changes
in the use of the assets. If an impairment review is performed to evaluate a
long-lived asset for recoverability, we compare forecasts of undiscounted cash
flows expected to result from the use and eventual disposition of the long-lived
asset to its carrying value. An impairment loss may be recognized when estimated
undiscounted future cash flows expected to result from the use and disposition
of an asset are less than its carrying amount. The impairment loss would

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be based on the excess of the carrying value of the impaired asset over its fair
value, determined based on discounted cash flows or a combination of income and
market approaches.

Depreciation and Amortization Expenses

Depreciation and amortization expenses are primarily attributable to our capital
investment in equipment, our capitalized software, and our acquisition-related
intangibles.

Interest Expense

Interest expense is primarily attributable to interest expense associated with
our convertible senior subordinated notes (the "2026 Notes"), our Loan and
Security Agreement with Western Alliance Bank (the "2020 Credit Facility") prior
to its termination on August 1, 2022, and the promissory notes related to the
purchase consideration for the acquisition of Personica, LLC. Interest expense
also includes the amortization of debt discount and debt issuance costs related
to our various debt arrangements and imputed interest.

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                             Results of Operations

Comparison of the Years Ended December 31, 2022 and 2021 (Continuing Operations)

The following table summarizes our results of operations for the years ended
December 31, 2022 and 2021 (in thousands):

                                                     Year Ended December 31,             Change
                                                        2022            2021           $          %
Revenue:
Medication revenue                                 $      231,052    $  189,591    $   41,461      22 %
Technology-enabled solutions revenue                       68,464        70,291       (1,827)     (3)
Total revenue                                             299,516       259,882        39,634      15
Cost of revenue, exclusive of depreciation and
amortization shown below:
Cost of medication revenue                                178,527       143,700        34,827      24
Cost of technology-enabled solutions revenue               54,076        49,678         4,398       9
Total cost of revenue, exclusive of
depreciation and amortization                             232,603       193,378        39,225      20
Operating expenses:
Research and development                                   14,483        14,629         (146)     (1)
Sales and marketing                                        10,491        11,039         (548)     (5)
General and administrative                                 74,974        63,095        11,879      19
Change in fair value of contingent
consideration receivable                                    3,650             -         3,650     100
Long-lived asset impairment charge                          8,943             -         8,943     100
Depreciation and amortization                              23,347        20,482         2,865      14
Total operating expenses                                  135,888       109,245        26,643      24
Loss from operations                                     (68,975)      (42,741)      (26,234)      61
Other income (expense):
Interest expense, net                                     (9,034)       (9,107)            73     (1)
Other income                                                1,064             -         1,064     100
Total other expense, net                                  (7,970)       (9,107)         1,137    (12)
Loss from continuing operations before income
taxes                                                    (76,945)      (51,848)      (25,097)      48
Income tax expense                                            389           390           (1)       -
Net loss from continuing operations                      (77,334)      (52,238)      (25,096)      48
Net loss from discontinued operations, net of
tax                                                      (70,176)      (26,817)      (43,359)     162
Net loss                                           $    (147,510)    $ (79,055)    $ (68,455)      87 %


Medication Revenue

Medication revenue increased $41.5 million, or 22%, from $189.6 million for the
year ended December 31, 2021 to $231.1 million for the year ended
December 31, 2022. Increased medication fulfillment volume from growth in the
number of patients served by our existing clients, medication mix of
prescriptions filled, and payer mix contributed $25.1 million to the increase.
In addition, new CareVention HealthCare clients that started services since 2021
contributed $10.3 million to the increase in medication revenue during 2022.
Revenue for medications dispensed on behalf of CareVention HealthCare by our
community pharmacy network where we perform both medication fulfillment and PBM
services also increased $6.1 million.

Technology-Enabled Solutions Revenue

Revenue generated from technology-enabled solutions decreased $1.8 million, or
3%, from $70.3 million for the year ended December 31, 2021 to $68.5 million for
the year ended December 31, 2022.

Technology-enabled solutions revenue generated by our MedWise HealthCare segment
decreased by approximately $7.8 million, or 66%, to $4.0 million for the year
ended December 31, 2022, as compared to the same period in 2021. The decrease
was primarily due to the conclusion of the EMTM pilot program on December 31,
2021, which contributed $9.2 million of revenues during the year ended December
31, 2021. As a result, no revenues related to the EMTM program were recognized
after December 31, 2021. This decrease was partially offset by $1.4 million of
revenue generated from new clients added since 2021.

Technology-enabled solutions revenue generated by our CareVention HealthCare
segment increased by $6.0 million, or 10%, to $64.4 million for the year ended
December 31, 2022, as compared to the same period in 2021. The increase was
primarily attributable to new clients and growth within existing clients,
primarily in our third-party

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administration services division, and an increase in manufacturer rebates earned
under our pharmacy benefit management services during the year ended December
31, 2022.

Cost of Medication Revenue

Cost of medication revenue increased $34.8 million, or 24%, from $143.7 million
for the year ended December 31, 2021 to $178.5 million for the comparable period
in 2022. Increased medication volume from growth in the number of patients
served by our customers contributed approximately $27.9 million to the change,
of which new clients contributed $6.7 million and $6.1 million was attributable
to medications dispensed by our community pharmacy network where we perform both
medication fulfillment and PBM services. The increase in cost of medication
revenue was also due to a $4.2 million increase in distribution charges related
to higher shipping costs and volume for the medications we fulfilled. Cost of
medication revenue also increased $2.4 million due to employee compensation
costs due to an increase in employee headcount.

Cost of Technology-Enabled Solutions Revenue

Cost of technology-enabled solutions revenue increased $4.4 million, or 9%, to
$54.1 million for the year ended December 31, 2022 compared to the same period
in 2021.

The increase was primarily comprised of $11.4 million of costs related to a new
vendor arrangement for business process support and technology services for our
third-party administration services and electronic health records solutions, and
an $0.8 million increase in information technology expenses, including software
licenses and hosting services. These increases were partially offset by a $6.1
million reduction in employee compensation costs, including stock-based
compensation, for the employees hired by the third-party provider, and a $2.1
million reduction in resources contracted to deliver medication safety services
due to the conclusion of the EMTM program on December 31, 2021.

Research and Development Expenses

Research and development expenses decreased by $0.1 million, or 1%, from $14.6
million for the year ended December 31, 2021 to $14.5 million for the year ended
December 31, 2022.

The decrease was primarily due to a $1.1 million decrease in stock-based
compensation expense compared to 2021. The decrease in research and development
expenses was partially offset by investment in information technology spend of
$0.4 million, a $0.4 million increase in professional services, and $0.4 million
of expenses related to non-recurring business optimization initiatives during
2022, specifically efforts associated with consolidating our electronic health
records solutions platforms.

Sales and Marketing Expenses

Sales and marketing expenses decreased $0.5 million, or 5%, to $10.5 million for
the year ended December 31, 2022, as compared to the year ended
December 31, 2021.

The decrease was primarily attributable to a $0.8 million decrease in
stock-based compensation expense, as compared to 2021 and a $0.3 million
decrease in conference-related travel expenses, professional consulting
services, and other costs related to branding and marketing strategies. These
decreases were partially offset by an increase of $0.3 million in employee
compensation costs and $0.2 million of severance costs related to the
realignment of our resources.

General and Administrative Expenses

General and administrative expenses increased $11.9 million, or 19%, from
$63.1 million for the year ended December 31, 2021, to $75.0 million for the
year ended December 31, 2022.

The increase in general and administrative expenses was primarily due to a $3.3
million increase in stock-based compensation expense compared to 2021, of which
$4.5 million related to incremental year over year expense a result of the
vesting of restricted stock awards related to the retirement of former named
executive officers, which was offset by a $1.2 million decrease in stock-based
compensation expense due to a decrease in employee headcount. The increase

in

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general and administrative expenses was also due to a $2.7 million increase in
professional services expense related to a new provider of enterprise support
services we engaged during the fourth quarter of 2021 as part of our business
optimization initiatives. The increase in general and administrative expenses
also included $2.7 million of divestiture-related costs, $2.0 million of
executive transition costs primarily related to the retirement and transition of
former named executive officers, $1.2 million of severance costs, and $1.0
million of legal and advisory costs related to the Cooperation Agreement.

The increase in general and administrative expenses was partially offset by a
$0.7 million decrease in employee compensation costs, primarily due to a
decrease in employee headcount as a result of the Company's business
optimization initiative to outsource the enterprise support services previously
mentioned.

Change in Fair Value of Contingent Consideration Receivable

In connection with the sale of the PrescribeWellness Business on August 1, 2022,
we may be entitled to receive additional consideration based on the achievement
of certain customer and revenue metrics for the periods ending December 31, 2023
and 2024. The contingent consideration receivable was recorded at the estimated
fair value of $7.0 million on the sale date of August 1, 2022. During the year
ended December 31, 2022, we recorded a $3.7 million charge to decrease the fair
value of the contingent consideration receivable primarily due to updated
estimates utilized in the contingent consideration calculation. The fair value
of the contingent consideration receivable was $3.3 million as of December 31,
2022.

Long-Lived Asset Impairment Charge

During the year ended December 31, 2022, we recorded $8.9 million in long-lived
asset impairment charges primarily due to the impairment of certain operating
lease right of use assets and related property and equipment and impairment of
certain capitalized software development costs.

During the fourth quarter of 2022, we determined that certain leased spaces no
longer provided an economic benefit, and we vacated the leased spaces for our
development centers in Moorestown, New Jersey and Charleston, South Carolina. As
a result, we incurred $4.9 million in noncash impairment charges, of which $2.8
million was allocated to the operating lease right-of-use assets and $2.1
million was allocated to related property and equipment based on their relative
carrying amounts.

During the first quarter of 2022, we became aware of changes in circumstances
impacting the future application of certain capitalized software development
costs and evaluated the recoverability of the related long-lived assets by
comparing their carrying amount to the future net undiscounted cash flows
expected to be generated by the assets to determine if the carrying value was
not recoverable. The recoverability test indicated that certain capitalized
software development costs were impaired. As a result, we recognized an
impairment loss of $4.1 million for the year ended December 31, 2022.

We did not record any long-lived asset impairment charges for the year ended
December 31, 2021.

Depreciation and Amortization Expenses

Depreciation and amortization expenses increased $2.9 million, or 14% to $23.3
million for the year ended December 31, 2022.

This increase was primarily due to a $3.2 million increase in the amortization
of capitalized software related to new software functionality placed into
service since the end of 2021 to support our business. This increase was
partially offset by a decrease in amortization expense of $0.5 million primarily
due to definite-lived intangible assets which have been fully amortized since
the end of the second quarter of 2021.

Interest Expense

Interest expense decreased $0.1 million, from $9.1 million for the year ended
December 31, 2021 to $9.0 million for the year ended December 31, 2022. The
decrease was primarily due to the full satisfaction of the acquisition-related
notes payable in October 2021 related to the October 2020 acquisition of
Personica, LLC. Approximately $0.5

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million of interest expense was recognized for the year ended December 31, 2021,
related to the acquisition-related notes payable.

The decrease in interest expense was partially offset by a $0.4 million increase
in expense due to amortization of the remaining balance of deferred financing
costs to interest expense, as a result of terminating the 2020 Credit Facility.
As discussed under Liquidity and Capital Resources below, the Company repaid and
terminated the 2020 Credit Facility on August 1, 2022.

Other Income

In connection with the sale of the PrescribeWellness Business, we entered into a
transition services agreement ("TSA") with TDS pursuant to which we are
providing business support services for the PrescribeWellness Business after its
sale. We recognized $1.1 million of income related to the TSA for the year ended
December 31, 2022, which is reported in other income in our consolidated
statement of operations.

Income Taxes

For the years ended December 31, 2022 and 2021, we recorded income tax expense
of $0.4 million, which resulted in an effective rate of (0.5)% and (0.8)%,
respectively. Income tax expense was primarily related to indefinite-lived
deferred tax liabilities for goodwill amortization. The effective tax rate
differs from the U.S. statutory tax rate primarily due to the full valuation
allowance recorded that is currently limiting the realizability of our net
deferred tax assets as of December 31, 2022 and 2021. Accordingly, the tax
benefit was limited due to unbenefited losses during the year ended December 31,
2022 and 2021. As of December 31, 2022, the Company recorded a full valuation
allowance against its deferred tax assets.

On February 12, 2021, the Company received a private letter ruling from the
Internal Revenue Service, which determined, based on information submitted and
representations made by the Company, that the Company met the requirements to
deduct the interest expense resulting from the amortization of the debt discount
associated with the 2026 Notes. As a result, the Company recorded a deferred tax
asset of $26.3 million and a corresponding $26.3 million increase to its
valuation allowance.

Net Loss from Discontinued Operations, Net of Tax

During the first quarter of 2022, we announced plans to evaluate non-core assets
and commenced plans to sell the SinfoníaRx, PrescribeWellness, and DoseMe
businesses, which were acquired in September 2017, March 2019, and January 2019,
respectively. We completed the sales of the PrescribeWellness, DoseMe, and
SinfoníaRx businesses on August 1, 2022, January 20, 2023 and March 2, 2023,
respectively. Our sales of the PrescribeWellness, DoseMe and SinfoníaRx
businesses represented a strategic business shift having a significant effect on
our operations and financial results. As a result, we determined that these
businesses met such requirements to be classified as held for sale and
discontinued operations as of March 31, 2022 and the DoseMe and SinfoníaRx
businesses continued to meet the requirements as of December 31, 2022.
Accordingly, all related assets and liabilities and the results of operations
for all periods presented are classified as discontinued operations in
the consolidated financial statements.

Net loss from discontinued operations, net of tax, for the SinfoníaRx and DoseMe
businesses was $43.6 million and $18.1 million for the years ended December 31,
2022 and 2021, respectively. Net loss from discontinued operations, net of tax,
for the PrescribeWellness Business was $26.6 million and $8.7 million for the
years ended December 31, 2022 and 2021, respectively. See Note 6 in the notes to
our consolidated financial statements as reported in this Annual Report on Form
10-K for additional information.

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                        Liquidity and Capital Resources

We incurred net losses of $147.5 million, $79.1 million, and $81.0 million for
the years ended December 31, 2022, 2021, and 2020, respectively. Our primary
liquidity and capital requirements are for software development, research and
development, sales and marketing, general and administrative expenses, and debt
service obligations. We have funded our operations, working capital needs, and
investments with cash generated through operations, proceeds from the
divestiture of non-core businesses, issuance of stock, and borrowings under our
credit facilities. As of December 31, 2022, we had unrestricted cash and cash
equivalents of $70.0 million.

Summary of Cash Flows

The following table shows a summary of our cash flows for the years ended
December 31, 2022, 2021, and 2020.

                                                             Year Ended
                                                           December 31,
                                                  2022          2021        

2020

Net cash provided by operating activities      $    7,357    $   15,452    $    4,818
Net cash provided by (used in) investing
activities                                         91,302      (35,194)    

(28,734)

Net cash provided by (used in) financing
activities                                       (31,958)         6,916    

5,867

Net increase (decrease) in cash, cash
equivalents and restricted cash (1)            $   66,701    $ (12,826)   

$ (18,049)

(1) The cash flows related to discontinued operations have not been segregated.

Accordingly, the consolidated statements of cash flows and the following

discussions include the results of continuing and discontinued operations.

See Note 6 in the notes to the consolidated financial statements as reported

in this Annual Report on Form 10-K.

Operating Activities

Net cash provided by operating activities was $7.4 million for the year ended
December 31, 2022 and consisted of our net loss of $147.5 million, offset by the
addition of noncash items of $133.2 million and changes in our operating assets
and liabilities totaling $21.7 million. The noncash items primarily included
$56.8 million of impairment charges primarily related to our long-lived assets,
goodwill and operating lease right-of-use assets, $36.8 million of stock-based
compensation expense, $30.7 million of depreciation and amortization expense, a
$3.7 million change in fair value of contingent consideration receivable, a $2.9
million loss related to the sale of the PrescribeWellness Business, and $2.3
million of amortization of deferred financing costs and debt discounts primarily
related to the 2026 Notes. The change in operating assets and liabilities was
primarily due to an increase in accrued expenses and other liabilities, an
increase in accounts payable due to the timing of vendor payments, and an
increase in consideration payable to customers for our PBM solutions. The change
in operating assets and liabilities was also due to a decrease in accounts
receivable, primarily due to improved collections, and an increase in long-term
liabilities due to the vendor financing arrangement entered into in February
2022 related to business process outsourcing and technology services for our
third-party administration services and electronic health records solutions. The
change in operating assets and liabilities was partially offset by an increase
in client claims receivable due to increased growth in PBM services utilized by
our pharmacy clients, and an increase in prepaid expenses and other current
assets primarily due to an increase in contract assets related to rebate
administration services under our PBM solutions.

Net cash provided by operating activities was $15.5 million for the year ended
December 31, 2021 and consisted of our net loss of $79.1 million, offset by the
addition of noncash items of $88.8 million and changes in our operating assets
and liabilities totaling $5.7 million. The noncash items primarily included
$47.7 million of depreciation and amortization expense, $38.5 million of
stock-based compensation expense, $2.2 million of amortization of deferred
financing costs and debt discounts primarily related to the 2026 Notes and
acquisition-related notes payable, and a $0.5 million change in net deferred
taxes, offset by acquisition-related contingent consideration paid of $0.1
million related to the Cognify acquisition. The change in operating assets and
liabilities was primarily due to an increase in accrued expenses and other
liabilities mostly due to increased consideration payable to clients under our
rebate administration services and an increase in accrued employee compensation
costs. The change in operating assets and liabilities was partially offset by an
increase in prepaid expenses and other current assets primarily due to an
increase in contract assets related to rebate administration services under our
PBM solutions and an increase in non-trade receivables.

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Investing Activities

Net cash provided by investing activities was $91.3 million for the year ended
December 31, 2022, and consisted primarily of $120.0 million of cash received
related to the sale of the PrescribeWellness Business, which was offset by $26.4
million in software development costs for our CareVention HealthCare and MedWise
HealthCare technologies and $2.3 million in purchases of property and equipment
to support technology-related needs and infrastructure for our pharmacies and
health plan management services.

Net cash used in investing activities was $35.2 million for the year ended
December 31, 2021, which reflected $31.8 million in software development costs
for our CareVention HealthCare and MedWise HealthCare technologies. Net cash
used in investing activities also included $3.4 million in purchases of property
and equipment primarily to support technology-related needs and infrastructure
at our pharmacies, call center locations, and Moorestown, New Jersey
headquarters, as well as fixtures and improvements for our new office space in
Eden Prairie, Minnesota and for an expansion of our pharmacy in Boulder,
Colorado.

Financing Activities

Net cash used in financing activities was $32.0 million for the year ended
December 31, 2022 and consisted primarily of $29.5 million of net principal
repayments on our 2020 Credit Facility, which was terminated on August 1, 2022,
$2.2 million of payments on employee taxes for shares withheld, and $0.4 million
of payments for debt financing costs. The cash used in financing activities for
the year ended December 31, 2022 was partially offset by $0.1 million of
proceeds received from the exercise of stock options.

Net cash provided by financing activities was $6.9 million for the year ended
December 31, 2021. Financing activities for the year ended December 31, 2021
primarily reflected $19.5 million of net borrowings on our 2020 Credit Facility
mainly used to fund the repayment of the promissory notes in connection with the
Personica acquisition. Proceeds received from the exercise of stock options
totaled $4.1 million during the year ended December 31, 2021. The net cash
provided by financing activities for the year ended December 31, 2021 was
partially offset by repayments of $16.5 million related to the promissory notes
in connection with the 2020 Personica acquisition.

Funding Requirements

On December 18, 2020, we entered into the 2020 Credit Facility with Western
Alliance Bank ("WAB"), which provided for a $120.0 million secured revolving
credit facility, with a $1.0 million sublimit for cash management services and
letters of credit and foreign exchange transactions. The 2020 Credit Facility
was scheduled to mature on May 16, 2025.

On August 1, 2022, we entered into a payoff letter with WAB with respect to the
2020 Credit Facility, pursuant to which we voluntarily elected to pay all
amounts outstanding, including principal and interest, under the 2020 Credit
Facility and related loan documents (the "Pay Off") using cash on hand and
proceeds from the sale of the PrescribeWellness Business. Accordingly, on August
1, 2022, we paid a total of $57.4 million to WAB for the Pay Off, and terminated
the 2020 Credit Facility and related loan documents.

We believe that our unrestricted cash and cash equivalents of $70.0 million as
of December 31, 2022, cash flows from continuing operations, and proceeds from
the sales of the DoseMe and SinfoníaRx businesses, including $3.4 million
received at closing, will be sufficient to fund our planned operations through
the next twelve months and for the foreseeable future. Our ability to maintain
successful operations will depend on, among other things, new business, the
retention of clients, and the effectiveness of sales and marketing initiatives.

We may seek additional funding through public or private debt or equity
financings. We may not be able to obtain financing on acceptable terms, or at
all. The terms of any financing may adversely affect our stockholders. If we are
unable to obtain funding, we could be forced to delay, reduce, or eliminate our
research and development programs, product portfolio expansion, or
commercialization efforts, which could adversely affect our business prospects.
There is no assurance that we will be successful in obtaining sufficient funding
on terms acceptable to us to fund continuing operations, if at all.

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Future Cash Requirements

Our material future cash requirements primarily consist of principal and
interest payments on our convertible senior subordinated notes, minimum payments
on our vendor financing arrangements, minimum rental payments on our
noncancelable operating leases, and minimum payments on legally binding service
contracts. Contractual obligations for the purchase of goods or services are
defined as agreements that are enforceable and legally binding and that specify
all significant terms, including: fixed or minimum quantities to be purchased;
fixed, minimum or variable price provisions; and the approximate timing of the
transaction.

The following table summarizes our estimated material future cash requirements
as of December 31, 2022:

Payments due by period

                                                                            Less                                     More
                                                                           than 1                                   than 5
                                                               Total        year       1-3 years     3-5 years      years

                                                                                      (In thousands)

Convertible senior subordinated notes, including interest    $ 344,906    $  5,688    $    11,375    $  327,843    $      -
Vendor financing arrangements                                  104,114     

16,910         33,832        33,473      19,899
Operating leases                                                17,973       2,764          5,409         4,872       4,928
Other commitments                                                9,339       4,500          4,839             -           -
Total                                                        $ 476,332    $ 29,862    $    55,455    $  366,188    $ 24,827


Our convertible senior subordinated notes mature on February 15, 2026, unless
earlier converted or repurchased. Interest payments on our convertible senior
subordinated notes are payable semiannually at a rate of 1.75% per year.

Our vendor financing arrangements primarily consist of third-party business
process support and technology services and software support. On February 24,
2022, we expanded our existing relationship with a third-party service provider
for business process support and technology services designed to enhance the
operational efficiency of our third-party administration services and transform
our electronic health records solutions. As a result, the partner hired
approximately 180 employees from our Company, hired to fill existing open
positions, and augmented with additional resources to meet client demand. The
agreement term is seven years and includes total estimated fees of $115.3
million. In order to determine the present value of the commitment, we used an
imputed interest rate of 9.5%, which was reflective of our estimated
uncollateralized borrowing rate at signing. As of December 31, 2022, the
outstanding principal balance of the financing arrangement was $5.2 million with
an unamortized discount of $1.2 million, which was included in accrued expenses
and other liabilities and other long-term liabilities on our consolidated
balance sheet. Imputed interest expense from the arrangement was $0.2 million
for the year ended December 31, 2022.

On October 1, 2022, we entered into a purchase arrangement with a third-party
software support and service provider to purchase software licenses for total
fees of $1.1 million. The purchased software licenses were delivered to us on
the purchase date. The arrangement allows us to pay the fees over 36 monthly
installment payments.

Our existing office lease agreements provide us with the option to renew and
generally provide for rental payments on a graduated basis. Our future operating
lease obligations would change if we entered into additional operating lease
agreements as we expand our operations.

Other commitments include $9.3 million of minimum purchase obligations under
certain vendor agreements that provide information technology services.

Effective March 2019, we entered into an Affiliated Pharmacy Agreement and
Pharmaceutical Program Supply Agreement with Thrifty Drug Stores, Inc., which
was replaced on July 1, 2020 by a new Affiliated Pharmacy Agreement and
Pharmaceutical Program Supply Agreement, to provide us with the pharmaceutical
products that we sell. The contract commits us to a minimum purchase obligation
of 98% of our total prescription product requirements from Thrifty Drug Stores
through March 2024. The table above does not include future payments to Thrifty
Drug Stores because certain terms of these payments were not determinable at
December 31, 2022 due to the timing and volume of future purchases.

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      Critical Accounting Policies and Significant Judgments and Estimates

We base this management's discussion and analysis of our financial condition and
results of operations on our consolidated financial statements, which we have
prepared in accordance with generally accepted accounting principles in the
United States, or GAAP. The preparation of our consolidated financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenue and expenses, and the disclosure of contingent
assets and liabilities in our consolidated financial statements. Actual results
may differ from these estimates under different assumptions or conditions.

Certain accounting policies involve significant judgments and assumptions by
management, which have a material impact on the carrying value of assets and
liabilities and the recognition of income and expenses. We consider these
accounting policies to be critical accounting policies. The estimates and
assumptions used by management are based on historical experience and other
factors, which are believed to be reasonable under the circumstances.

Our significant accounting policies, and related estimates and assumptions, are
described more fully in Note 2 - Summary of Significant Accounting Policies in
our Notes to Consolidated Financial Statements in Part IV, Item 15 of this
Annual Report on Form 10-K. We believe the following accounting policies are the
most critical to the judgments and estimates we use in the preparation of our
consolidated financial statements.

Revenue Recognition

We provide technology-enabled solutions tailored toward the specific needs of
healthcare organizations, payers, providers, and pharmacies. These solutions can
be integrated or provided on a standalone basis. Contracts generally have a term
of one to five years and generally renew at the end of the initial term. In most
cases, clients may terminate their contracts with a notice period ranging from
zero to 180 days without cause, thereby limiting the term in which we have
enforceable rights and obligations. Revenue is recognized in an amount that
reflects the consideration that is expected in exchange for the goods or
services.

We use the practical expedient to not account for significant financing
components because the period between recognition and collection does not exceed
one year for most of our contracts. We do not disclose the amount of variable
consideration that we expect to recognize in future periods as the variable
consideration is allocated entirely to a wholly unsatisfied performance
obligation or to a wholly unsatisfied promise to transfer a distinct good or
service that forms part of a single performance obligation, and the terms of
that variable consideration relate specifically to our efforts to transfer the
distinct service, or to a specific outcome from transferring the distinct
service. Our customers' contracts primarily include monthly fees associated with
unspecified membership, claims, or MSRs that fluctuate throughout the contract.

Medication Revenue

We provide medication fulfillment pharmacy services to PACE organizations under
our CareVention HealthCare segment. While the majority of medications are
routinely filled in order to treat chronic conditions, the mix and quantity of
medications can vary. Revenue from medication fulfillment services is generally
billed monthly or weekly, depending on whether the PACE organization is
contracted with a PBM, and is recognized when medications are delivered and
control has passed to the client. At the time of delivery, we have performed
substantially all of our performance obligations under our client contracts. We
do not experience a significant level of returns or reshipments.

Technology-Enabled Solutions Revenue

We provide medication safety services and health plan management services to
PACE organizations under our CareVention HealthCare segment. These services
primarily include medication safety services, risk adjustment services, PBM
solutions, EHR solutions, and third-party administration services. Revenue
related to these services primarily consists of a fixed monthly fee assessed on
a PMPM basis, a fee for each claim adjudicated, and subscription fees. These
fees are recognized when we satisfy our performance obligation to stand ready to
provide PACE services, which occurs when our clients have access to the PACE
services. We generally bill for PACE services on a monthly basis as the services
are provided.

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For client contracts for which we perform both medication fulfillment and the
PBM services, we recognize revenue using the gross method at the contract price
negotiated with our clients and when we have concluded that we control the
prescription drug before it is transferred to the client plan members. We
control prescriptions dispensed indirectly through our retail pharmacy network
because we have separate contractual arrangements with those pharmacies, have
discretion in setting the price for the transaction, and assume primary
responsibility for fulfilling the promise to provide prescription drugs to our
client plan members while performing the related PBM services. These factors
indicate that we are the principal and, as such, we recognize the total
prescription price contracted with clients in revenue.

Value-Based Care Solutions

We provide medication safety services under our MedWise HealthCare segment,
which include identification of high-risk individuals; medication regimen
reviews, including patient and prescriber counseling; and targeted interventions
to increase adherence and close gaps in care. Revenue related to these services
primarily consists of PMPM fees and fees for each medication review and clinical
assessment completed. Revenue is recognized when we satisfy our performance
obligation to stand ready to provide medication safety services, which occurs
when our clients have access to the medication safety services and when
medication reviews and clinical assessments are completed. We generally bill for
the medication safety services on a monthly basis.

Software Subscription and Services

We provide SaaS solutions under our MedWise HealthCare segment, which allow for
the identification of individuals with high medication-related risk. Revenues
related to these SaaS solutions primarily consist of monthly subscription fees
and are recognized monthly as we meet our performance obligation to provide
access to the software. Revenue for implementation and set-up services is
generally recognized over the contract term as the software services are
provided. We generally bill for the software services on a monthly basis.

Goodwill

Goodwill consists of the excess purchase price over the fair value of net
tangible and intangible assets acquired. Goodwill is not amortized but is tested
for impairment annually by reporting unit. Based on these considerations, we
have determined that our two operating segments, CareVention HealthCare and
MedWise HealthCare, each represent a reporting unit for our goodwill impairment
assessment.

GAAP provides an entity with an option to perform a qualitative assessment to
determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying amount prior to performing the quantitative
assessment. If this is the case, the quantitative impairment test is required.
If the quantitative impairment test is required, the fair value of the reporting
unit is compared with its carrying amount (including goodwill). If the fair
value of the reporting unit is less than its carrying amount, an indication of
goodwill impairment exists for the reporting unit and an impairment loss is
recognized for any excess of the carrying amount over the reporting unit's fair
value.

In 2022, the fair value of the reporting units was estimated using a market
approach, which estimates fair value based on a reconciliation of the Company's
market capitalization. In 2021, the fair value of the reporting units was
estimated using a combination of a discounted cash flow method, or income
approach, and market approaches, which estimate fair value based on a selection
of appropriate peer group companies. The determination of the fair value of the
reporting units requires us to make significant assumptions and estimates, which
include, but are not limited to: forecasts of revenue, operating income, income
taxes, capital expenditures, and working capital requirements; the selection of
appropriate peer group companies; control premiums and valuation multiples
appropriate for acquisitions in the industries in which the Company competes;
discount rates; terminal growth rates; and long-term operating margin
assumptions. We also consider each reporting unit's current and historical
financial results and the current industry trends. Our estimates can be affected
by several factors, including general economic, industry, and regulatory
conditions; the risk-free interest rate environment; our market capitalization;
and our ability to achieve our forecasted operating results. Changes in
estimates or the application of alternative assumptions could produce
significantly different results.

We complete our goodwill impairment assessment on October 1 of each year or more
frequently if events or changes in circumstances indicate that the asset might
be impaired.

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2022 and 2021 Goodwill Impairment Tests

During our annual impairment analysis as of October 1, 2022 and 2021, we
evaluated qualitative factors that could indicate whether the fair value of our
reporting units may be lower than the carrying value. We did not identify any
qualitative factors that would trigger a quantitative goodwill impairment test
as of October 1, 2021. However, during the fourth of quarter of 2021 and the
first and second quarters of 2022, we experienced a sustained decline in the
market price of our Company's common stock and determined that an indicator of
impairment was present. As a result, we performed a quantitative goodwill
impairment assessment as of December 31, 2021, March 31, 2022, June 30, 2022 and
our annual impairment assessment as of October 1, 2022 for each reporting unit.

The fair value of the CareVention HealthCare reporting unit exceeded its
carrying value by a significant margin as each of testing date. The fair value
of the MedWise HealthCare reporting unit exceeded its carrying value by
approximately 11%, 22%, 6%, and 15% as of December 31, 2021, March 31, 2022,
June 30, 2022 and October 1, 2022, respectively. As a result, goodwill was not
impaired as of December 31, 2021 and 2022.

2020 Goodwill Impairment Tests

For the year ended December 31, 2020, we performed a qualitative assessment of
goodwill and determined that it was not more likely than not that the fair value
of our reporting units was less than the carrying amount. Accordingly, no
impairment loss was recorded for the year ended December 31, 2020.

Impairment of Long-Lived Assets, Including Other Intangible Assets

Long-lived assets consist of property and equipment, software development costs
and definite-lived intangible assets. Long-lived assets to be held and used are
tested for recoverability whenever events or changes in business circumstances
indicate that the carrying amount of the assets may not be fully recoverable.
Factors that we consider in deciding when to perform an impairment review
include significant underperformance of the business in relation to
expectations, significant negative industry or economic trends and significant
changes or planned changes in the use of the assets. If an impairment review is
performed to evaluate a long-lived asset for recoverability, we compare
forecasts of undiscounted cash flows expected to result from the use and
eventual disposition of the long-lived asset to its carrying value. An
impairment loss may be recognized when estimated undiscounted future cash flows
expected to result from the use and disposition of an asset are less than its
carrying amount. The impairment loss would be based on the excess of the
carrying value of the impaired asset over its fair value, determined based on
discounted cash flows or a combination of income and market approaches.

Although we believe the carrying values of our long-lived assets are currently
realizable, future events could cause us to conclude otherwise. If assumptions
or estimates in the fair value calculations change or if future cash flows vary
from what was expected, this may impact the impairment analysis and could reduce
the underlying cash flows used to estimate fair values and result in a decline
in fair value that may trigger future impairment charges.

During the fourth quarter of 2022, we determined that certain leased spaces no
longer provided an economic benefit and either terminated the leases or vacated
the leased spaces. We vacated the leased spaces for our development centers in
Moorestown, New Jersey and Charleston, South Carolina. As a result, we incurred
$4.9 million in noncash impairment charges, of which $2.8 million was allocated
to the operating lease ROU assets and $2.1 million was allocated to related
property and equipment based on their relative carrying amounts.

During the first quarter of 2022, we became aware of changes in circumstances
impacting the future application of certain capitalized software development
costs and evaluated the recoverability of the related long-lived assets by
comparing their carrying amount to the future net undiscounted cash flows
expected to be generated by the assets to determine if the carrying value was
not recoverable. The recoverability test indicated that certain capitalized
software development costs were impaired. As a result, we recognized an
impairment loss equal to $4.1 million for the year ended December 31, 2022.

During the fourth quarter of 2021, we determined that an indicator of impairment
was present as it related to the financial performance of the DoseMe business.
We evaluated the recoverability of the related intangible assets and determined
that the estimated fair value of the asset group was greater than its carrying
value. As a result, the related

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intangible assets were not impaired and no impairment charges were recorded for
the year ended December 31, 2021.

During the fourth quarter of 2020, we became aware of changes in circumstances
impacting the future performance of our pharmacy cost management services, which
relate to certain intangible assets acquired from the Medliance acquisition in
2014. We evaluated the recoverability of the related intangible assets and
determined that certain customer relationships and developed technology
intangible assets were impaired. As a result, we recognized noncash impairment
charges of $5.0 million to the related intangible assets for the year ended
December 31, 2020.

Assets Held for Sale and Discontinued Operations

A long-lived asset (or disposal group) is classified as held for sale if its
carrying amount will be recovered principally through a sale transaction rather
than through continuing use and a sale is considered highly probable within a
year. A long-lived asset (or disposal group) classified as held for sale is
initially measured at the lower of its carrying amount or fair value less costs
to sell. An impairment loss is recognized for any initial or subsequent
write-down of the long-lived asset (or disposal group) to fair value less costs
to sell. A gain or loss not previously recognized by the date of the sale of the
long-lived asset (or disposal group) is recognized at the date of derecognition.

Long-lived assets (including those that are part of a disposal group) are not
depreciated or amortized while they are classified as held for sale. Long-lived
assets classified as held for sale and the assets of a disposal group classified
as held for sale are presented separately from the other assets in the balance
sheet. The liabilities of a disposal group classified as held for sale are
presented separately from other liabilities in the balance sheet.

In February 2022, we announced plans to evaluate non-core assets to refocus our
corporate strategy and increase stockholder value, and we commenced an initial
plan to sell the DoseMe business, which we acquired in January 2019. In March
2022, we completed our evaluation of additional divestiture opportunities and
commenced plans to sell the SinfoníaRx and PrescribeWellness businesses,
acquired in September 2017 and March 2019, respectively. These businesses
collectively comprised the majority of our MedWise HealthCare segment. We sold
the PrescribeWellness business on August 1, 2022, the DoseMe business in January
2023, and the SinfoníaRx business in March 2023. Our sales of the
PrescribeWellness, DoseMe and SinfoníaRx businesses represented a strategic
business shift having a significant effect on our Company's operations and
financial results. As a result, we determined that these businesses met the
requirements to be classified as held for sale and discontinued operations as of
March 31, 2022, and the DoseMe and SinfoníaRx businesses continued to meet such
requirements as of December 31, 2022.

During the second quarter of 2022, as a result of our intention to sell the
PrescribeWellness business, we prepared an impairment test on the related net
assets held for sale. Using a market approach to determine fair value, we
concluded that the carrying value of the net assets held for sale for the
PrescribeWellness business did not exceed its fair value, less costs to sell. As
a result, we recorded goodwill impairment charges of $12.1 and impairment
charges of $8.5 on net assets held for sale. On August 1, 2022, we recorded an
additional $2.9 million for the final loss on the sale of the PrescribeWellness
business, resulting in an aggregate loss of $11.4 million on the net assets sold
for the year ended December 31, 2022.

In 2022, as a result of our intention to sell the DoseMe and SinfoníaRx
businesses, we prepared an impairment test on the related net assets held for
sale. Using a market approach to determine fair value, we concluded that the
carrying values of the net assets held for sale for the SinfoníaRx and DoseMe
businesses did not exceed their fair values, less costs to sell. As a result, we
recorded $6.1 million of goodwill impairment charges and $21.1 million of
impairment charges on the net assets held for sale related to the DoseMe and
SinfoníaRx businesses for the year ended December 31, 2022.

Recent Accounting Pronouncements

See Note 2 of Notes to Consolidated Financial Statements in Part IV, Item 15 of
this Annual Report on Form 10-K for a summary of new accounting standards.

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