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ACQUISITION

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITION

4. ACQUISITION

On April 1, 2025 (the “RevNu Closing Date”), the Company entered into an Asset Purchase Agreement (“APA”) with Gratius Enterprises, Inc., doing business as RevNu Medical Management (“RevNu”), pursuant to which the Company acquired certain assets of RevNu. The acquisition has been accounted for as a business combination. Under the APA, the Company is obligated to make quarterly payments equal to twenty percent (20%) of the revenue generated from the acquired RevNu client accounts for a period of forty-two (42) months following the RevNu Closing Date (the “RevNu Quarterly Payments”). The total purchase price is contingent upon future revenue performance and includes the estimated fair value of the RevNu Quarterly Payments. In the event that the service agreement with a specified customer is terminated, the Company will have no further obligation to make additional payments under the APA. Through June 30, 2025, the quarterly payment due to RevNu was approximately $42,000.

RevNu was in the business of providing audiology and hearing aid billing/revenue cycle IT solutions and related services to hearing healthcare providers/practices.

The total consideration for this acquisition consists of contingent consideration of approximately $649,000.

The preliminary purchase price allocation of RevNu is summarized as follows:

	($ in thousands)
Contract asset	$	14
Customer relationships		629
Goodwill		6
Total preliminary purchase price allocation	$	649

The fair value of the contract asset was based on the expected revenue earned by RevNu as of the RevNu Closing Date. The fair value of customer relationships was based on the estimated discounted cash flows generated by these intangibles. The goodwill represents the Company’s ability to expand in the audiology and hearing aid market. The goodwill from this acquisition is deductible ratably for income tax purposes over fifteen years. It was estimated that the probable future payments required under the APA will be approximately $649,000 which has been recorded as part of the preliminary purchase price allocation as contingent consideration.

The Company performed the valuation of the acquired assets and the contingent consideration. The weighted-average amortization period of the acquired intangible assets is approximately three years.

Revenue earned from the clients obtained from the RevNu acquisition was approximately $333,000 during the three and six months ended June 30, 2025.

The RevNu acquisition added additional clients to the Company’s customer base and, similar to previous acquisitions, broadened the Company’s presence in the healthcare information technology industry through expansion of its customer base and by increasing available customer relationship resources and specialized trained staff.

Pro forma financial information (Unaudited)

The unaudited pro forma information below represents the Company’s condensed consolidated results of operations as if the RevNu and one other acquisition had both occurred on January 1, 2024. The pro forma information has been included for comparative purposes and is not indicative of results of operations the Company would have had if the acquisitions occurred on the above date, nor is it necessarily indicative of future results. The unaudited pro forma information reflects material, non-recurring pro forma adjustments directly attributable to the business combinations. There was no difference between the actual revenue and the pro forma revenue for the three months ended June 30, 2025. The difference between the actual revenue and the pro forma revenue is approximately $521,000 for the six months ended June 30, 2025, and $517,000 and $1.1 million for the three and six months ended June 30, 2024, respectively and are reflected as pro forma adjustments below. These differences primarily represent revenue recorded by RevNu and one other acquisition. Other differences arise from amortizing purchased intangibles using the double declining balance method.

	2025		2024			2025		2024
	Three Months Ended June 30,					Six Months Ended June 30,
	2025		2024			2025		2024
	($ in thousands, except per share amounts)
Total revenue	$	27,377	$	28,607		$	55,530	$	55,115
Net income	$	2,969	$	1,554		$	4,965	$	1,174
Net income (loss) attributable to common shareholders	$	1,604	$	(2,369	)	$	789	$	(4,061	)
Net income (loss) per common share	$	0.04	$	(0.15	)	$	0.02	$	(0.25	)