XML 24 R9.htm IDEA: XBRL DOCUMENT
v3.20.4

Acquisition | 12 Months Ended
--- | ---
Dec. 31, 2020
Business Combinations [Abstract] |
ACQUISITIONS | NOTE 3 – ACQUISITIONS On October 4, 2019, we acquired RMDY Health, Inc. (“RMDY”), a Delaware corporation and technology solutions company engaged in developing and marketing digital health SAAS solutions across a range of healthcare and life science initiatives, used by pharmaceutical companies, payers, medtech companies, and medical associations nationwide to improve medication adherence and care coordination. The total purchase price was $17,822,162. Acquisition costs of approximately $799,623 were expensed as incurred. The purchase price contains a contingent element that will be paid only if the Company achieves certain revenues related to the legacy RMDY business in 2020 and 2021. The total contingent payment may be up to $30.0 million, with a minimum payment of $1.0 million each year. The contingent payment was paid in 2020. No remaining liability exists at December 31, 2020. The purchase price of the RMDY acquisition was allocated as follows:
Purchase Price |  |  |
Cash paid |  | $ | 8,994,369 |
Common stock issued |  |  | 5,107,793 |
Contingent payment |  |  | 3,720,000 |
Total |  | $ | 17,822,162 |
Allocation |  |  |  |
Current assets |  |  |  |
Accounts receivable |  | $ | 411,354 |
Prepaid Expense |  |  | 12,139 |
Property and equipment |  |  | 19,173 |
Intangibles |  |  |  |
Goodwill, including assembled workforce in place |  |  | 11,061,518 |
Web technology |  |  | 5,125,000 |
Tradename |  |  | 2,604,000 |
Non-compete agreements |  |  | 116,000 |
Customer relationships |  |  | 431,000 |
Current liabilities assumed |  |  |  |
Accounts payable |  |  | (128,234 | )
Accrued expenses |  |  | (931,828 | )
Deferred tax liability |  |  | (897,960 | )
Total |  | $ | 17,822,162 |
As described in greater detail in Note 6, the amortizable intangible assets acquired have estimated useful lives ranging from 2 to 15 years. We determined the estimated fair value of the identifiable intangible assets acquired primarily by using the income approach. As of December 31, 2019, $800,000 was included in accrued expenses as part of an indemnification provision against potential future claims. This balance was paid via the issuance of common stock during the year ended December 31, 2020. We began consolidating the results of RMDY operations and cashflows after October 3, 2019, the date of that acquisition. The unaudited Pro forma results of operations as the acquisition had occurred January 1, 2019 are presented in the following table:
|  | 2019 |
|  | As Reported |  |  | Pro Forma |
Revenues |  | $ | 24,598,278 |  |  | $ | 26,118,278 |
Net Loss |  |  | (3,142,576 | ) |  |  | (3,869,577 | )
Loss per common share: |  |  |  |  |  |  |  |
Basic |  | $ | (0.23 | ) |  | $ | (0.29 | )
Diluted |  | $ | (0.23 | ) |  | $ | (0.29 | )

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration