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Goodwill and Intangible Assets | 12 Months Ended
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Dec. 31, 2023
Goodwill and Intangible Assets [Abstract] |
GOODWILL AND INTANGIBLE ASSETS | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS Goodwill Our goodwill is related to the acquisitions of Medicx Health in 2023, EvinceMed in 2022, RMDY Health, Inc. in 2019 and CareSpeak Communications in 2018. Goodwill is not amortizable for financial statement purposes. The Company performed its annual goodwill impairment review in the fourth quarters of each of the years ended December 31, 2023 and 2022, and also performed an interim impairment review as of November 30, 2023, following the completion of the transaction with Mercalis, Inc., which is discussed below. In both cases it was determined that the fair value of the Company’s single reporting unit was greater than its carrying value. The fair value of any reporting units, used in the annual assessments in 2023 and 2022, is classified as Level 3 measurements within the fair value hierarchy due to significant unobservable inputs such as discount rates, projections of revenue, cost of revenue and operating expense growth rates, long-term growth rates and income tax rates. Changes in the carrying amount of goodwill on the consolidated balance sheet consist of the following:
Balance at January 1, 2022 |  | $ | 14,740,031 |
Acquisitions |  |  | 7,933,789 |
Impairments |  |  | — |
Balance January 1, 2023 |  | $ | 22,673,820 |
Acquisitions |  |  | 56,993,258 |
Disposal of business |  |  | (1,310,004 | )
Impairments |  |  | — |
Balance December 31, 2023 |  | $ | 78,357,074 |
During the year ended December 31, 2023, we entered into various agreements, including a Product License Agreement and Platform Assets Purchase Agreement, with Mercalis, Inc.(“Mercalis”), collectively the “Transaction”. Under the terms of the Transaction, Mercalis agreed to purchase certain customer contract assets and liabilities related to the Company’s Access and Patient Engagement technologies. In addition, Mercalis was granted a perpetual license to the Access products and a non-exclusive two-year term license to the Patient Engagement products. Total consideration due for the Transaction was $3,740,000 including $2,540,000 related to the Access products. The Access products portion of the Transaction was deemed to be the disposal of a business for accounting purposes and accordingly the Company recorded a loss on disposal of $2,142,319 including the allocation of a portion of the Company’s goodwill balance of $1,310,004 and the net book value of the underlying technology assets of $3,327,844. Intangible Assets Intangible assets included on the consolidated balance sheets consist of the following:
|  | December 31, 2023 |  |  |  |
|  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Net |  |  | Weighted Average Life Remaining |
Patent rights |  | $ | 7,163,729 |  |  | $ | 978,987 |  |  | $ | 6,184,742 |  |  |  | 8.8 |
Technology assets |  |  | 12,387,622 |  |  |  | 3,374,866 |  |  |  | 9,012,756 |  |  |  | 6.6 |
Other intangible assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Tradename |  |  | 134,000 |  |  |  | — |  |  |  | 134,000 |  |  |  | 10.7 |
Non-compete agreements |  |  | 1,093,000 |  |  |  | 1,093,000 |  |  |  | — |  |  |  | — |
Customer relationships |  |  | 34,923,000 |  |  |  | 858,916 |  |  |  | 34,064,084 |  |  |  | 14.6 |
Total Tradename and customer relationships |  |  | 36,150,000 |  |  |  | 1,951,916 |  |  |  | 34,198,084 |  |  |  |  |
Total intangible assets |  | $ | 55,701,351 |  |  | $ | 6,305,769 |  |  | $ | 49,395,582 |  |  |  |  |
|  | December 31, 2022 |  |  |  |
|  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Net |  |  | Weighted Average Life Remaining |
Patent rights |  | $ | 3,364,729 |  |  | $ | 1,424,551 |  |  | $ | 1,940,178 |  |  |  | 8.5 |
Technology assets |  |  | 12,859,660 |  |  |  | 5,156,765 |  |  |  | 7,702,895 |  |  |  | 5.1 |
Other intangible assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Tradename |  |  | 3,586,000 |  |  |  | 776,966 |  |  |  | 2,809,034 |  |  |  | 11.7 |
Non-compete agreements |  |  | 1,093,000 |  |  |  | 1,093,000 |  |  |  | — |  |  |  | — |
Customer relationships |  |  | 923,000 |  |  |  | 352,196 |  |  |  | 570,804 |  |  |  | 7.4 |
Total other |  |  | 5,602,000 |  |  |  | 2,222,162 |  |  |  | 3,379,838 |  |  |  |  |
Total intangible assets |  | $ | 21,826,389 |  |  | $ | 8,803,478 |  |  | $ | 13,022,911 |  |  |  |  |
During the year ended December 31, 2023, we recorded asset impairment charges of $6,737,580 relating to Technology assets patent rights and tradenames that were not considered to be core solutions on a go forward basis, resulting in lower projected revenues for these solutions, as well as the outcome of the disposal of the Access products discussed above. Intangibles are being amortized on a straight-line basis over the following estimated useful lives.
Patents |  | 15 – 17 years
Tradenames |  | 15 years
Non-compete agreements |  | 2 – 4 years
Customer relationships |  | 8 years
Technology assets |  | 3 – 10 years
The Company recorded amortization expense of $2,301,779 and $1,936,304 in the years ended December 31, 2023 and 2022, respectively. Expected future amortization expense of the intangibles assets as of December 31, 2023 is as follows:
Year ended December 31, |  |  |
2024 |  | $ | 4,202,841 |
2025 |  |  | 4,128,899 |
2026 |  |  | 4,079,117 |
2027 |  |  | 3,972,613 |
2028 |  |  | 3,724,330 |
Thereafter |  |  | 29,287,782 |
Total |  | $ | 49,395,582 |

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