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GOODWILL AND OTHER INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

NOTE 4. GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets consisted of the following as of March 31, 2025 and December 31, 2024:

SCHEDULE OF INTANGIBLE ASSETS

	March 31, 2025
	Gross value		Accumulated amortization		Accumulated impairment		Net carrying value
Amortized intangible assets:
Patents and trademarks (video solutions segment)	$	483,521	$	396,206	$	—	$	87,315
Sponsorship agreement network (entertainment segment)		5,600,000		4,013,333		—		1,586,667
SEO content (entertainment segment)		600,000		537,500		—		62,500
Personal seat licenses (entertainment segment)		117,339		14,016		—		103,323
Software		23,653		—		—		23,653
Website enhancements (entertainment segment)		35,900		12,824		—		23,076
Client agreements (revenue cycle management segments)		999,034		351,647		—		647,387
		7,859,447		5,325,526		—		2,533,921

Indefinite life intangible assets:
Goodwill (Entertainment segment)		6,112,507		—		307,000		5,805,507
Goodwill (Revenue cycle management segment)		5,480,966		—		4,322,000		1,158,966
Trade name and trademarks (entertainment segment)		900,000		—		201,000		699,000
Patents and trademarks pending (video solutions segment)		134,711		—		—		134,711

Total	$	20,487,631	$	5,325,526	$	4,830,000	$	10,332,105

	December 31, 2024
	Gross value		Accumulated amortization		Accumulated impairment		Net carrying value
Amortized intangible assets:
Patents and trademarks (video solutions segment)	$	483,521	$	377,459	$	—	$	106,062
Sponsorship agreement network (entertainment segment)		5,600,000		3,733,333		—		1,866,667
SEO content (entertainment segment)		600,000		500,000		—		100,000
Personal seat licenses (entertainment segment)		117,339		13,037		—		104,302
Software		23,653		—		—		23,653
Website enhancements (entertainment segment)		35,900		9,833		—		26,067
Client agreements (revenue cycle management segments)		999,034		326,671		—		672,363
		7,859,447		4,960,333		—		2,899,114

Indefinite life intangible assets:
Goodwill (Entertainment segment)		6,112,507		—		307,000		5,805,507
Goodwill (Revenue cycle management segment)		5,480,966		—		4,322,000		1,158,966
Trade name and trademarks (entertainment segment)		900,000		—		201,000		699,000
Patents and trademarks pending (video solutions segment)		91,738		—		—		91,738

Total	$	20,444,658	$	4,960,333	$	4,830,000	$	10,654,325

Patents and trademarks pending will be amortized beginning at the time they are issued by the appropriate authorities. If issuance of the final patent or trademark is denied, then the amount deferred will be immediately charged to expense.

Amortization for the three months ended March 31, 2025 and 2024 was $365,193 and $388,278, respectively. Estimated amortization for intangible assets with definite lives for the next five years ending December 31 and thereafter is as follows:

Year ending December 31:
2025 (April 1, 2025 to December 31, 2025)	$	1,042,528
2026		903,328
2027		109,328
2028		107,194
2029		107,194
2030 and thereafter		264,349

Total	$	2,533,921

Annual impairment test

We performed an annual impairment test as of December 31, 2024 for each of our reporting units with remaining goodwill. Subsequent to completing our annual impairment test as of December 31, 2024, no events or changes in circumstances were noted that triggered the requirement for an interim goodwill impairment test for the fiscal first quarter of 2025.

The fair value of each reporting unit was estimated using a weighting of the income and market valuation approaches. The income approach applied a fair value methodology to each reporting unit based on discounted cash flows. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internally-developed forecasts of revenue and profitability, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. The weighted average cost of capital used in our most recent impairment test ranged from 18.3% to 21.3%. We also applied a market approach, which develops a value correlation based on the market capitalization of similar publicly traded companies, referred to as a multiple, to apply to the operating results of the reporting units. The primary market multiples used are revenue and earnings before interest, taxes, depreciation, and amortization. The income and market approaches were equally weighted in our most recent annual impairment test, for all of the reporting units.

The combined fair values for all reporting units were then reconciled to our aggregate market value of our shares of Common Stock on the date of valuation, while considering a reasonable control premium. We consider a reporting unit’s fair value to be substantially in excess of the reporting unit’s carrying value at a 25% premium or greater. Based on our most recent impairment test, the video solutions reporting unit’s fair value was substantially in excess of its carrying value, while the revenue cycle management and entertainment segments were determined not to be impaired, as well.

Interim impairment test at September 30, 2024

We performed an interim impairment test as of the last day of the fiscal third quarter of 2024 as management determined that a triggering event had occurred resulting from the additional decline in demand for our services, prolonged economic uncertainty, the fact that the split-off transaction did not occur when and as expected and a further decrease in our stock price. Therefore, we performed an interim impairment test as of September 30, 2024 for our reporting units with remaining goodwill.

The fair value of each reporting unit was estimated using a weighting of the income and market valuation approaches. The income approach applied a fair value methodology to each reporting unit based on discounted cash flows. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internally-developed forecasts of revenue and profitability, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. The weighted average cost of capital used in our most recent impairment test ranged from 20.9% to 32.5%. We also applied a market approach, which develops a value correlation based on the market capitalization of similar publicly traded companies, referred to as a multiple, to apply to the operating results of the reporting units. The primary market multiples used are revenue and earnings before interest, taxes, depreciation, and amortization. The income and market approaches were equally weighted in our most recent annual impairment test, for all of the reporting units.

We held goodwill of $5,480,966 as of September 30, 2024, related to businesses within our revenue cycle management segment. We held goodwill of $6,112,507 as of September 30, 2024, respectively, related to businesses within our entertainment segment. As a result of our September 30, 2024 interim impairment test, we concluded that the carrying amount of the revenue cycle management and the entertainment reporting units exceeded its estimated fair values. Thus, we recorded a non-cash goodwill impairment charge of $4,322,000, related to the goodwill carrying balance for the revenue cycle management segment, and a non-cash goodwill impairment charge of $307,000, related to the goodwill carrying balance for the entertainment segment, both of which was included in goodwill and intangible asset impairment charge on our Condensed Consolidated Statements of Operations for the three months ended September 30, 2024. The goodwill impairment was primarily driven by recent performance of the revenue cycle management and entertainment reporting units since our annual impairment testing date, as well as a delay in the projected timing of recovery. The remaining balance for the goodwill carrying balance related to businesses within our revenue cycle management segment and entertainment segment was $1,158,966 and $5,805,507, respectively as of March 31, 2025 and December 31, 2024.

Indefinite-lived intangible assets

We held indefinite-lived trade names/trademarks of $699,000 as of March 31, 2025 and December 31, 2024, respectively, related to businesses within our entertainment segment.

As a result of our interim impairment test as of the last day of the fiscal third quarter of 2024 management concluded that the carrying amount of a trade name/trademark related to the entertainment segment exceeded its estimated fair value and we recorded a non-cash impairment charge of $201,000, which was included in goodwill and intangible asset impairment charge on our Condensed Consolidated Statements of Operations for the year ended December 31, 2024. The charge was primarily driven by the split-off transaction not being completed when and as expected and our recent revenue and operating performance of the related business given a decline in demand and overall economic uncertainty. The remaining balance for this trade name/trademark was $699,000 as of March 31, 2025 and December 31, 2024.