| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The condensed consolidated financial statements of the Company include the accounts of (i) Medical Outcomes Research Analytics, LLC and its wholly owned subsidiaries COR Analytics, LLC and MOR Analytics, LLC, and (ii) Helix
Technologies, Inc. and its wholly owned subsidiaries Helix TCS, LLC, Security Consultants Group, LLC, Security Grade Protective Services, Ltd., Bio-Tech Medical Software, Inc, Engeni, LLC (including Engeni S.A. (“Engeni SA”), which is 99% owned by Engeni, LLC) (through October 31, 2022), Green Tree International, Inc. and Boss Security Solutions, Inc., BT UCS, Inc. and AIE Exchange
Canada, Inc. Effective October 7, 2021, AIE Exchange Canada, Inc. was voluntarily dissolved. Effective December 31, 2021, (i) each of COR Analytics, LLC and MOR Analytics, LLC was merged with and into Medical Outcomes Research Analytics, LLC and
(ii) each of BT UCS, Inc. and BOSS Security Solutions was merged with and into Security Grade Protective Services, Ltd., which entity was re-domesticated from Colorado to Delaware and renamed Helix Legacy, Inc. Effective October 31, 2022, 100% of the equity interest of Engeni, LLC held by Helix was sold. Effective December 31, 2022, (i) Security Consultants Group, LLC was merged with and
into Helix TCS, LLC and (ii) Helix TCS, LLC was merged with and into Helix Legacy, Inc. All intercompany transactions have been eliminated in consolidation. The financial results of Helix and its subsidiaries are included in the condensed
consolidated financial statements beginning on March 2, 2021, the Merger Closing Date. Foreign Currency ASC Topic 830-10, Foreign Currency Matters Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management
to make estimates, judgements and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses together with amounts disclosed in related notes to the financial statements. The significant areas of estimation include but
are not limited to accounting for allowance for doubtful accounts, income taxes, depreciation, amortization of intangible assets, contingencies and stock-based compensation. Certain of the Company’s estimates could be affected by external conditions,
including those unique to the Company and general economic conditions. It is possible that the external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.
Reclassifications Certain reclassifications have been made to
the prior period financial statements to conform to the current period financial statement presentation. Foreign currency related gains were reclassified from other comprehensive income to other income (expense) for Engeni SA, the Company’s former
Argentinian subsidiary, which operates in a highly inflationary country. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the
guidance of ASC 820, Fair Value Measurements and Disclosures ASC 820 defines fair value as the exchange price that would be received for an asset
or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an ordinary transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy,
which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or
liabilities; Level 2 — quoted prices for similar assets and liabilities in active
markets or inputs that are observable; and Level 3 — inputs that are unobservable. The carrying value of the Company’s financial instruments, such as cash, marketable
securities, accounts receivable and accrued liabilities and other liabilities approximate fair values due to the short-term nature of these instruments. The estimated fair value of the Company’s convertible notes and warrant liabilities are based on
Level 3 inputs. Refer to Note 10 and Note 11, respectively.
Cash and Cash Equivalents and Credit Risk The Company considers all cash accounts that are not subject to withdrawal
restrictions and highly liquid investments with a maturity of three months or less, when purchased, as cash and cash equivalents. The Company maintains cash with major financial institutions. Cash held at U.S. bank
institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. The portion of
deposits in excess of FDIC coverage is not protected by such insurance and represents a credit risk to the Company. At times, the Company’s deposits exceed this coverage. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the
invoiced amount, net of an allowance for doubtful accounts. The Company determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions. Outstanding account balances are reviewed
individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Allowance for doubtful accounts was $272,245 and $350,991 at December 31, 2022
and December 31, 2021, respectively. Management charges account balances against
the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Long-Lived Assets, Including
Definite Lived Intangible Assets Long-lived assets, other than goodwill and
other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from
such assets. Definite-lived intangible assets primarily consist of customer relationships, software technology and trade names. For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not
recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets
are written down to fair value. Goodwill Goodwill consists of the excess of cost over
the fair value of net assets acquired in business combinations. Goodwill is not amortized. Instead, it is tested annually for impairment, or more frequently if events occur or circumstances change that would more likely than not reduce its fair
value below its carrying amount. All goodwill is reported in the Information and Software reporting unit. Goodwill is evaluated for impairment
annually or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.The qualitative factors considered by Forian may include, but are not limited to, general economic conditions, the Company’s
outlook, market performance of the Company’s industry and recent and forecasted financial performance. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting
unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely
than not that the fair value of a reporting unit is less than its carrying amount and to determine whether further action is needed. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not
that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary. An impairment charge is recognized when the fair value of the Company’s goodwill is less than its carrying
amount. No impairment losses have been recognized during the periods presented. Business Combinations The Company accounts for its business
combinations under the provisions of ASC Topic 805-10, which requires that the purchase method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including non-controlling interests, are recorded at the
date of acquisition at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. Goodwill represents the excess purchase
price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred. If the business
combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments.
Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (i) if the contingent consideration is classified as equity, the contingent consideration is not
re-measured and its subsequent settlement is accounted for within equity; or (ii) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. Revenue Recognition The Company recognizes revenue in
accordance with Financial Accounting Standards Board (“FASB”) Topic 606, Revenue from Contracts with Customers Under ASC 606, the Company recognizes
revenue when (or as) customers obtain control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the
five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance
obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company applies the provisions of ASC 606 to an arrangement when a substantive contract exists and collectability is
probable. The Company generates revenue from the
following categories of offerings: Information and Software subscriptions, Services and Other products. The Company derives Information and
Software revenue primarily from license fees for the Company’s information products and subscription revenue for the Company’s Software products. Information products contracts are generally for a period of one month to five years. Information
products’ customers may access data analytics products through the use of tools provided by the Company or by utilizing their own tools per the contract. Data products may consist of historical information as it exists at the time of delivery or
information that will be updated over a period of time as agreed with the customer. In most cases, the provision of information products is considered a single performance obligation. In cases where the Company is not obligated to update
information over the access period, and control over the use of the products passes to the customer when delivered, revenue is recognized when the information products are made available to the customer. In cases where information updates are
provided over the contract term, they are considered highly interrelated with the information product delivered upon contract inception, and revenue is recognized ratably over the life of the contract. Customers are generally invoiced according
to monthly, quarterly or annual amounts specified in the contract. Any amounts invoiced in excess of revenue recognized are recorded as deferred revenue. Revenue recognized in excess of amounts invoiced is recorded as a contract asset. Software revenue is primarily comprised of
subscriptions to point of sale and business intelligence products and related hosting services. Subscription revenue is considered a single performance obligation recognized ratably over the term of the contract, beginning when access to the
applicable software is provided to the customer. Customers are typically billed at the beginning of each month under agreements, which the customer may cancel with 30 days’ notice. When collection of fees occurs in advance of service delivery, revenue recognition is deferred until such services commence. Revenue for implementation fees is recognized as
training and installation services are performed. Services revenues are primarily from fixed
price contracts with government agencies where amounts are billed upon completion of the milestones within the contract. Revenue is recognized as the company satisfies its performance obligations under the contract. In the event that a contract does
not specifically allocate revenue to the satisfaction of specific performance obligations or milestones, the transaction price is allocated based on the percentage of time spent, or expected to be spent, to meet each performance obligation. Initial
customization of the software to meet state specific requirements and the training to appropriately utilize the software are generally recognized upon completion of the customization and acceptance by the state agency. Support and service revenues
are then recognized over a predetermined period of time as defined in the contract. Contract renewals may include an annual service fee that is recognized over the time period defined in the contract. Other revenues are primarily from security monitoring services offerings and the provision of web marketing services. Contracts for these services have a stated transaction price for monthly services and are recognized as the
services are provided. In some cases, contracts provide for variable
consideration that is contingent upon the occurrence of uncertain future events, which can either increase or decrease the transaction price, including sales of products by customers derived from data analytics products the Company provides. Variable
consideration based on sales of products by customers is recognized in the period of sales, subject to minimum amounts specified in contracts. Variable consideration is estimated at the expected value or at the most likely amount depending on the
type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is
resolved. The estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of anticipated performance and all information (historical, current and forecasted)
that is reasonably available to the Company and reevaluated each reporting period. The effect of revisions in recognized estimated variable consideration in excess of minimums are recorded beginning in the period in which the estimates are revised.
Actual results could differ from periodic estimates. Significant judgments and estimates are
sometimes necessary for the determination of whether performance obligations in a contract are distinct and whether they are delivered at a point in time or over time. Judgement is also necessary to assess revenue recognized under contingent revenue
arrangements. Contract acquisition costs, which consist of
sales commissions paid or payable, are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial and renewal contracts are deferred and then amortized on a straight-line basis over the
contract term. During November 2020, the Company entered
into a Master Services Agreement (the “November 2020 Agreement”) with a customer to provide information services described in certain statements of work under the November 2020 Agreement. As part of the November 2020 Agreement, the Company was
granted shares of restricted stock representing approximately 23.4% of the outstanding stock of the customer, vesting in quarterly
increments specified in the November 2020 Agreement through December 2023. Concurrently, the Company entered into a Stockholders Agreement specifying its voting and other rights as a stockholder. As a result, the Company determined that it does not
exert influence over the customer. ASC 606-10-32-21 requires an entity to measure the fair value of noncash consideration at contract inception. The fair value of the restricted stock was determined to be $0 on the date of inception. The Company recorded revenue from the customer of $1,887,605
and $1,186,000 for the years ended December 31, 2022 and 2021, respectively. Contract assets and deferred revenues
consist of the following as of December 31, 2022:
Contract Assets
Contract Liability
Costs of obtaining contracts
Unbilled revenue
Total
Deferred Revenue
Balance at January 1, 2021
$
53,784
$
142,917
$
196,701
$
158,884
Acquired from Helix
—
20,128
20,128
320,936
Acquired balances recognized during period
—
(20,128
)
(20,128
)
(263,787
)
Beginning deferred revenue balance recognized during the period
—
—
—
(158,884
)
Net change due to timing of billings, payments and recognition
16,494
843,696
860,190
919,119
Balance at December 31, 2021
70,278
986,613
1,056,891
976,268
Beginning deferred revenue balance recognized during the period — — — (972,417 )
Net change due to timing of billings, payments and recognition 87,738 1,108,329 1,196,067 3,074,854
Balance at December 31, 2022 $ 158,016 $ 2,094,942 $ 2,252,958 $ 3,078,705 Transaction price allocated to remaining
performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. The majority of the Company’s noncurrent remaining
performance obligations will be recognized over the next 36 months. The transaction price allocated to remaining
performance obligations consisted of the following:
December 31, 2022
December 31, 2021
Estimated next twelve months $
16,224,318 $
8,525,736
Thereafter
22,255,361
11,424,934
Total $
38,479,679 $
19,950,670 The Company’s disaggregated revenue
categories as of December 31, 2022 and 2021 are as follows:
For the Years Ended December 31,
2022 2021
Healthcare Information $
16,418,142 $
7,138,907
Software Subscriptions
9,767,803
7,813,340
Services
1,545,656
1,122,528
Other
274,256
804,940
Total $
28,005,857 $
16,879,715 Segment Information FASB ASC 280, Segment Reporting Customer Concentration The Company did not have any customers that exceeded 10% of total revenue
for the year ended December 31, 2022 or 2021. Concentration of Vendors The Company licenses certain information assets from third parties as a key input to
certain Information and Software products. While information licensing fees represented less than 10% of the Company’s operating
expenses for the year ended December 31, 2022 and 2021, any disruption associated with these suppliers could have a material short-term impact on the business while alternate sources are secured. During the year ended December 31, 2022, the Company had two vendors representing 17% and 17% of purchases for outside development and cloud computing services, respectively. During the year ended December 31, 2021, the Company had one vendor representing 12% of
purchases for outside development and cloud computing services.
Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation, which is
recorded commencing at the in-service date using the straight-line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which are 1 to 7 years. Maintenance and repairs are charged to operations
as incurred. The Company reviews for the impairment of long-lived assets annually and whenever
events and or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Such indicators include, among others, the nature of the asset, the projected future economic benefit of the asset, historical and future cash
flows and profitability measurements. An impairment loss would be recognized when the value of the undiscounted estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than the carrying value.
There were no impairment losses recognized during the years ended December 31, 2022 and 2021.
Software Development Costs The Company accounts for costs incurred in the development of computer software in
accordance with ASC Subtopic 350-40, Intangibles – Internal-Use Software Software Costs of Software to be Sold, Leased or Marketed
Contingencies Occasionally, the Company may be involved in
claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated.
If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can
involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. Advertising Advertising costs are expensed as incurred
and included in sales and marketing expenses and amounted to $125,981 and $65,293 for the years ended December 31, 2022 and 2021, respectively. Net Loss per Share Net loss per share of common stock is computed by dividing net loss by the weighted
average number of common shares outstanding during the period. At December 31, 2022, the Company had potentially dilutive securities that could be exercised or converted into common stock. Refer to Note 14 for the Company’s disclosure on such
potential dilution. Further, as the Company has incurred net losses for the years ended December 31, 2022 and 2021, respectively, the diluted loss per share is the same as basic loss per share for the periods presented. Distinguishing Liabilities
from Equity The Company relies on the guidance provided
by ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity Once the Company determines that a financial
instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will
determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Initial Measurement The Company records its financial
instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement – Financial
instruments classified as liabilities The Company records the fair value of its
financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of its financial instruments classified as liabilities are recorded as other expense/income. Stock-based Compensation The Company’s 2020 Equity Incentive Plan
(“2020 Plan”) permits the grant of stock options, restricted stock awards and/or restricted stock units. A total of 4,000,000 shares of
Company common stock were originally authorized and reserved for issuance under the 2020 Plan. On June 15, 2022, the Company’s stockholders approved an amendment to the 2020 Plan, which amended the Plan to increase the number of shares available
for issuance by 2,400,000 shares to a total of 6,400,000 shares. Stock options represent the right to purchase Company common stock at the exercise price on the date of grant of the stock option at a future date. Restricted stock awards
are grants of shares of Company common stock. Restricted stock units represent the right to receive shares of Company common stock on future specified dates. Stock options, restricted stock awards and restricted stock units granted contain
restrictions that cause them to be subject to substantial risk of forfeiture and restrict their exercise, sale or other transfer by the grantee until they vest. The terms of the stock options, restricted stock awards and units granted under the
2020 Plan are determined by the Board of Directors in the agreement evidencing the award, including the number of shares, period of restriction or vesting schedule and other terms. The fair value of the stock options, restricted stock awards and
restricted stock units is based on the underlying grant date fair value of Company common stock. The fair value is then expensed over the requisite service periods of the awards, net of forfeitures, which is generally the service period and the
related amount is recognized in the condensed consolidated statements of operations. Income Taxes MOR was organized as a limited liability
company and became a wholly owned subsidiary of the Company upon completion of the Merger with Helix on March 2, 2021. As a result, the Company was treated as a partnership for federal and state income tax purposes through March 2, 2021.
Accordingly, the Company’s taxable income, deductions, assets and liabilities are reported by the members on their respective income tax returns. Therefore, no provision for federal or state income tax has been made by the Company for all business activity from its inception through March 2, 2021. After March 2, 2021, the Company accounts
for income taxes in accordance with FASB ASC 740 (“ASC 740”). Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted
tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Tax contingencies are recorded, if needed,
to address potential exposure involving tax positions the Company has taken that could be challenged by tax authorities. These potential exposures could result from applications of various statutes, rules, regulations and interpretations. Any
estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions. Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision. The Company’s
conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors. The Company recorded a provision for state
taxes of $23,980 and $22,511
for the years ended December 31, 2022 and 2021, respectively. Gain on Sale of Businesses, Net On March 3, 2022, the Company sold certain
assets, consisting of customer contracts, accounts receivable, and other property related to its security monitoring services for $225,575
resulting in a gain of $202,159, which is included in operating expenses in the consolidated statements of operations for the year
ended December 31, 2022. On October 31, 2022, the Company sold 100% of its equity interest in Engeni, LLC for a note with payments of
up to $100,000 if certain conditions are met. The Company has not recognized any value in connection with the note consideration
because, as of the reporting date, it is not probable that any such conditions will be met. The sale resulted in a loss of $169,228,
which is included in operating expenses in the consolidated statements of operations. Separation Expenses During March 2022, the Company transferred certain
development activities from its Engeni SA subsidiary to outsourced development facilities. As a result, the Company incurred $194,814
in severance and related costs which were recorded in operating expenses in March 2022. On March 2, 2022, the Company and two
advisors agreed not to renew special advisor agreements between the advisors and the Company. The advisors were the former chief executive officer and chief financial officer of Helix who were granted stock options in conjunction with their
respective advisory agreements that were entered into upon the completion of the Helix acquisition. The Company and the advisors mutually agreed not to renew the advisory agreements. The services provided by these advisors included
transition planning and consulting services related to integration of the business operations of Helix and Forian. Per the terms of the agreements, options to purchase 366,166 shares of common stock will continue to vest according to their original terms through March 2, 2023, and unvested stock options to purchase 732,332 shares of common stock were forfeited. The advisors are not required to perform services to the Company beyond the non-renewal date of
March 2, 2022. As a result, the Company recorded $5,417,043 of stock compensation expenses related to the options that will vest
over the twelve months ending March 2, 2023 during March 2022. During October 2022,
the Company realigned its human resources incurring $206,770 of severance expenses related to the departure of seven employees, and suspended the development of certain software projects with a third-party developer. Foreign Currency Related Gains, Net Foreign currency related gains, net resulted from foreign currency
transactions and translation gains related to our former Engeni SA subsidiary. Recent Accounting Pronouncements In October 2021, the FASB issued Accounting
Standards Update No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers The Company has considered all other
recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. |
