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GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Goodwill is derived from our 2019 business acquisition as well as our five asset acquisitions in the first three quarters of 2021. The aggregate goodwill recognized from our five 2021 acquisitions is $8,174,496 while the 2019 acquisition was $3,517,315. The Company performed its most recent goodwill impairment test as of September 30, 2021 using market data and discounted cash flow analysis. Based on that test, we have determined that the carrying value of goodwill related to the 2019 acquisition of Genesys was impaired in the amount of $2,530,325 at September 30, 2021.

Intangible Assets

During the three months ended March 31, 2021, we acquired certain intangible assets pursuant to our Scouted and Upsider acquisitions described in Note 12. During the three months ended June 30, 2021, we acquired certain intangible assets pursuant to our OneWire acquisition described in Note 12. During the three months ended September 30, 2021, we acquired certain intangible assets pursuant to our Parrut and Novo Group acquisitions described in Note 12. These intangible assets aggregate approximately $11.6 million and consist primarily of sales and client relationships, contracts, intellectual property, partnership and vendor agreements and certain other assets. We completed the accounting and preliminary valuations of the assets acquired and, accordingly, the estimated fair values of these intangible assets are provisional pending the final valuations which will not exceed one year in accordance with ASC 805.

Intangible assets are summarized as follows:

	September 30, 2021			December 31, 2020
Customer contracts	$	6,601,143		$	233,107
License		5,512,399			1,726,965
Domains		40,862			-
		12,154,404			1,960,072
Less accumulated amortization		(2,791,411	)		(1,164,208	)
Carrying value	$	9,362,993		$	795,864

Amortization expense of intangible assets was $842,934 and $184,172 for the three months ended September 30, 2021 and 2020, respectively, and was $1,677,202 and $502,518 for the nine months ended September 30, 2021 and 2020, respectively, related to the intangible assets acquired in business combinations. Approximate future amortization of intangible assets is expected to be as follows: 2021, $892,826; 2022, $3,084,921; 2023 $2,925,748; 2024, $1,364,495; 2025, $776,867; and thereafter, $318,136. The Company began amortizing intangible assets from the Scouted, Upsider and OneWire acquisitions in the second quarter of 2021 and the Parrut and Novo Group acquisitions in the third quarter of 2021.

NOTE 4 — GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Goodwill is derived from the Genesys acquisition (see Note 14). The Company performed its most recent annual goodwill impairment test as of December 31, 2020 using market data and discounted cash flow analysis. Based on that test, we have determined that the carrying value of goodwill was not impaired at December 31, 2020. We had previously recorded an impairment of $3,000,000 at December 31, 2019, primarily due to the market capitalization of the Company’s common stock.

The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows:

	December 31, 2020		December 31, 2019
Carrying value – January 1	$	3,517,315	$	-
Goodwill acquired during the year		-		6,517,315
		3,517,315		6,517,315
Impairment losses		-		(3,000,000	)
Carrying value – December 31	$	3,517,315	$	3,517,315

Intangible Assets

Intangible assets totaling $1,910,072 as disclosed in the table below consist of the assets acquired from Genesys, including customer contracts and intellectual property, acquired on March 31, 2019 (see Note 14) which are being amortized over the three year useful life.

We also had capitalized software costs of $113,020 relating to our website and iPhone App developed for internal use. These costs were not placed in service and were not amortized, and the Company has no plans to place these assets in service in the foreseeable future. The Company capitalized $11,500 of costs in 2019. We had fully impaired these assets at December 31, 2019.

We entered into an executive employment agreement on July 1, 2020 (the “Employment Agreement”) with Chad MacRae as the Senior Vice President Recruiters on Demand. The Employment Agreement specifies that certain customer contracts, databases, and computer equipment were to be transferred to the Company in connection with the hiring of Mr. MacRae. Mr. MacRae’s compensation package includes a $50,000 signing bonus and an annual base salary of $125,000. We have attributed the $50,000signing bonus to the cost of the contracts acquired and are amortizing that cost over the estimated six-month economic life of the contracts.

Intangible assets are summarized as follows:

	December 31, 2020			December 31, 2019
Customer contracts	$	233,107		$	183,107
License		1,726,965			1,726,965
		1,960,072			1,910,072
Less accumulated amortization		(1,164,208	)		(477,518	)
Carrying value	$	795,864		$	1,432,554

Amortization expense of intangible assets was $686,691 and $477,518 for the years ended December 31, 2020 and 2019, respectively, related to the intangible assets acquired from Genesys (now the Company’s Recruiting Solutions division), and the cost of acquiring customer contracts on July 1, 2020 for our Recruiters on Demand business. Future amortization of intangible assets is expected to be approximately $637,000 for 2021 and $159,000 for 2022.