XML 26 R13.htm IDEA: XBRL DOCUMENT

Note 7 - Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 7: INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

Intangible assets consisted of the following at December 31, 2022 and December 31, 2021:

	*December 31,*				*December 31,*
	*2022*				*2021*
	*Gross*				*Gross*
	*Carrying*		*Accumulated*		*Carrying*		*Accumulated*
	*Amount*		*Amortization*		*Amount*		*Amortization*
Technology platform	$	9,765		4,354	$	4,635		3,652
Purchased and developed software		4,682		3,375		3,488		2,713
In-Process internally developed software platform		4,074		-		824		-
Customer relationships		15,000		2,849		3,960		1,692
Trademarks and trade names		1,600		808		640		640
Noncompete		30		13		-		-
Total amortizable intangible assets		35,151		11,399		13,547		8,697
Accumulated amortization		11,399				8,697
Net book value of amortizable intangible assets	$	23,752			$	4,850

For the years ended December 31, 2022 and 2021, amortization of intangible assets charged to operations was $2,702 and $1,251, respectively. For the year ended December 31, 2021, the Company wrote-off a $380 fully amortized trade name asset and a $1,370 fully amortized customer list asset and the related accumulated amortization for each related to a former wholly owned subsidiary of the Company, ConeXus World Global, LLC, an entity dissolved by the Company during 2021. There was no impact on the Company’s Consolidated Balance Sheet or Consolidated Statement of Operations during the period. On February 17, 2022, the Company acquired intangible assets as a result of the Merger in accordance with ASC 805 Business Combinations.

Estimated amortization is as follows:

	*Estimated Future*
Year ending December 31,	*Amortization*
2023	$	3,272
2024		3,109
2025		2,875
2026		2,408
Thereafter		12,088

Intangible assets include the following and are being amortized over their estimated useful lives as follows:

		*Amortization*
		*Period:*
*Acquired Intangible Asset:*		*(years)*
Technology platform and patents		7 - 10
Purchased and developed software		3 - 5
Trade names		3 - 5
Customer relationships		3 - 15
Noncompete		2

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill is subject to an impairment review at a reporting unit level, on an annual basis as of the end of September of each fiscal year, or when an event occurs, or circumstances change that would indicate potential impairment. The Company has only one reporting unit, and therefore the entire goodwill is allocated to that reporting unit.

The Company assessed the carrying value of goodwill at the reporting unit level based on an estimate of the fair value of the respective reporting unit. Fair value of the reporting unit was estimated using a discounted cash flow analyses consisting of various assumptions, including expectations of future cash flows based on projections or forecasts derived from analysis of business prospects and economic or market trends that may occur, specifically, the Company gave significant consideration to actual historic financial results, including revenue growth rates in the preceding three years. Based on the Company’s assessment, we determined that the fair value of our reporting unit exceeds its carrying value, and accordingly, the goodwill associated with the reporting unit was not considered to be impaired at September 30, 2022.

At December 31, 2022, we concluded the decline in our market value represented an interim indicator of potential impairment. Based on a quantitative assessment of our fair value performed at December 31, 2022, using the same approach as our annual impairment performed at September 30, described above, we concluded that the carrying value of our goodwill did not exceed the reporting unit fair value.

While our overall business performance has been consistent with our expectations, both before and after the acquisition of Reflect, we believe a significant portion of the decline in our market price relates primarily to several macroeconomic factors including: (1) market wide recessionary fears, (2) rapid inflation fears, which often have an outsized, direct negative impact on the share price of high-growth companies with limited or negative cash flow from operations, (3) a lack of comprehension by the markets of the recent Merger with Reflect and related financing transaction, and (4) the sale of over 2,333,334 shares of our common stock into the market by a new investor, resulting in significant negative volume and price pressure on the stock unrelated to the Company fundamentals. We do not believe these factors are consistent with or reflective of the underlying value of the business, and there were no other indicators of potential impairment as of December 31, 2022. Should our market price remain at this level for an extended period of time; however, there could be potential future impairment.

The Company recognizes that any changes in our projected 2023 and future results could potentially have a material impact on our assessment of goodwill impairment. The Company will continue to monitor the actual performance of its operations against expectations and assess further indicators of possible impairment. The valuation of goodwill and intangible assets is subject to a high degree of judgment, uncertainty and complexity. Should any indicators of impairment occur in subsequent periods, the Company will be required to perform an analysis in order to determine whether goodwill is impaired.