iaic20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-41092

WaveDancer, Inc.

(Exact name of registrant as specified in its charter)

Delaware		54-1167364
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
12015 Lee Jackson Memorial Highway, Suite 210
Fairfax, Virginia		22033
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (703) 383-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		WAVD		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

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Accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☑

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Number of shares outstanding by each class of common stock, as of November 7, 2022:

Common Stock, $0.001 par value – 19,165,548 shares outstanding

This document is also available through our website at http://ir.wavedancer.com/.

WaveDancer, Inc.

Form 10-Q September 30, 2022

WAVEDANCER, INC.

FORM 10-Q

Table of Contents

		Page Number
PART I.	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited except for the balance sheet as of December 31, 2021)

	Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2022 and 2021	4

	Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the nine months ended September 30, 2022 and 2021	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	6

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

Item 4.	Controls and Procedures	27

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

SIGNATURES		31

WaveDancer, Inc.

Form 10-Q September 30, 2022

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

WAVEDANCER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2022			December 31, 2021
ASSETS
Current assets
Cash and cash equivalents	$	1,521,651		$	4,931,302
Accounts receivable		1,532,174			1,664,862
Prepaid expenses and other current assets		302,443			276,990
Total current assets		3,356,268			6,873,154

Intangible assets, net of accumulated amortization of $1,250,711 and $201,032		6,999,289			8,048,968
Goodwill		5,330,645			7,585,269
Right-of-use operating lease asset		536,455			672,896
Property and equipment, net of accumulated depreciation and amortization of $381,473 and $347,886		305,729			105,256
Other assets		79,305			77,100
Total assets	$	16,607,691		$	23,362,643

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	227,560		$	650,499
Accrued payroll and related liabilities		701,652			524,055
Commissions payable		225,096			224,250
Other accrued liabilities		680,269			204,080
Contract liabilities		37,686			186,835
Operating lease liability - current		203,342			192,128
Total current liabilities		2,075,605			1,981,847

Operating lease liability - non-current		353,486			507,120
Deferred tax liabilities, net		154,252			1,167,504
Other liabilities		1,394,467			2,265,000
Total liabilities		3,977,810			5,921,471

Stockholders' equity
Common stock, $0.001 par value 100,000,000 shares authorized; 20,808,654 and 18,882,313 shares issued, 19,135,603 and 17,239,697 shares outstanding as of September 30, 2022 and December 31, 2021, respectively		20,809			18,882
Additional paid-in capital		35,315,514			31,789,464
Accumulated deficit		(21,741,231	)		(13,436,963	)
Treasury stock, 1,673,051 and 1,642,616 shares at cost, as of September 30, 2022 and December 31, 2021, respectively		(965,211	)		(930,211	)
Total stockholders' equity		12,629,881			17,441,172
Total liabilities and stockholders' equity	$	16,607,691		$	23,362,643

The accompanying notes are an integral part of the condensed consolidated financial statements

WaveDancer, Inc.

Form 10-Q September 30, 2022

WAVEDANCER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS

(Unaudited)

	Three months ended September 30,
	2022			2021
Revenues
Professional fees	$	2,114,012		$	2,798,105
Software sales		192,367			1,501,820
Total revenues		2,306,379			4,299,925

Cost of revenues
Cost of professional fees		1,724,040			1,832,812
Cost of software sales		100,717			1,488,238
Total cost of revenues, excluding depreciation and amortization		1,824,757			3,321,050

Gross profit		481,622			978,875

Selling, general and administrative expenses		2,926,243			1,023,897
Acquisition costs		38,617			39,245
Goodwill impairment		2,254,624			-

Loss from operations		(4,737,862	)		(84,267	)

Other income (expense)
Interest expense		(20,437	)		(15,055	)
Other income, net		3,188			3,795

Loss before provision for income taxes		(4,755,111	)		(95,527	)

Deferred income tax benefit		54,592			-

Net loss	$	(4,700,519	)	$	(95,527	)

Comprehensive loss	$	(4,700,519	)	$	(95,527	)

Net loss per common share - basic	$	(0.26	)	$	(0.01	)
Net loss per common share - diluted	$	(0.26	)	$	(0.01	)

Weighted average common shares outstanding
Basic		18,382,131			12,596,126
Diluted		18,382,131			12,596,126

The accompanying notes are an integral part of the condensed consolidated financial statements

WaveDancer, Inc.

Form 10-Q September 30, 2022

WAVEDANCER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE (LOSS) INCOME

(Unaudited)

	Nine months ended September 30,
	2022			2021
Revenues
Professional fees	$	7,025,396		$	8,565,639
Software sales		2,593,877			3,885,828
Total revenues		9,619,273			12,451,467

Cost of revenues
Cost of professional fees		5,401,666			5,698,407
Cost of software sales		2,430,139			3,798,607
Total cost of revenues, excluding depreciation and amortization		7,831,805			9,497,014

Gross profit		1,787,468			2,954,453

Selling, general and administrative expenses		8,880,973			2,523,340
Acquisition costs		829,478			192,530
Change in fair value of contingent consideration		(930,000	)		-
Goodwill impairment		2,254,624			-

(Loss) income from operations		(9,247,607	)		238,583

Other income (expense)
Interest expense		(59,574	)		(31,738	)
Other income, net		3,977			11,600

(Loss) income before provision for income taxes		(9,303,204	)		218,445

Deferred income tax benefit		998,936			-

Net (loss) income	$	(8,304,268	)	$	218,445

Comprehensive (loss) income	$	(8,304,268	)	$	218,445

Net (loss) income per common share - basic	$	(0.47	)	$	0.02
Net (loss) income per common share - diluted	$	(0.47	)	$	0.02

Weighted average common shares outstanding
Basic		17,688,528			11,957,878
Diluted		17,688,528			12,584,914

The accompanying notes are an integral part of the condensed consolidated financial statements

WaveDancer, Inc.

Form 10-Q September 30, 2022

WAVEDANCER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended September 30,
	2022			2021
Cash flows from operating activities
Net (loss) income	$	(8,304,268	)	$	218,445
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization		1,083,266			111,123
Goodwill impairment		2,254,624			-
Stock-based compensation		1,455,835			220,455
Deferred income tax benefit		(1,013,252	)		-
Amortization of right-of-use assets		136,441			54,652
Non-cash interest expense		59,467			-
Change in fair value of contingent consideration liability		(930,000	)		-
Changes in operating assets and liabilities:
Accounts receivable		132,688			(820,954	)
Prepaid expenses and other current assets		84,842			(140,015	)
Contract assets		-			210,688
Accounts payable		(422,939	)		508,408
Contract liabilities		(149,149	)		(868,839	)
Accrued payroll and related liabilities and other accrued liabilities		653,786			63,404
Operating lease liability		(142,420	)		(37,989	)
Commissions payable		846			54,812
Net cash used in operating activities		(5,100,233	)		(425,810	)

Cash flows from investing activities
Acquisition of property and equipment		(234,060	)		(56,010	)
Acquisition of Tellenger, net of cash acquired		-			(2,233,884	)
Net cash used in investing activities		(234,060	)		(2,289,894	)

Cash flows from financing activities
Borrowing under revolving line of credit		-			502,306
Repayments under revolving line of credit		-			(100,000	)
Borrowing under long-term note		-			1,000,000
Repayments of long-term note		-			(251,849	)
Proceeds from issuance of stock		1,887,000			3,294,554
Proceeds from exercise of stock options		37,642			95,146
Net cash provided by financing activities		1,924,642			4,540,157

Net (decrease) increase in cash and cash equivalents		(3,409,651	)		1,824,453

Cash and cash equivalents, beginning of year		4,931,302			1,858,160
Cash and cash equivalents, end of year	$	1,521,651		$	3,682,613
Supplemental cash flow Information
Interest paid	$	1,002		$	32,197
Non-cash investing and financing activities
Value of common stock issued in connection with:
Common stock purchase agreement	$	112,500		$	-
Acquisition of Tellenger, Inc.	$	-		$	200,000

The accompanying notes are an integral part of the condensed consolidated financial statements

WaveDancer, Inc.

Form 10-Q September 30, 2022

WAVEDANCER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Nine months ended September 30, 2022
			Additional
	Common		Paid-In		Accumulated			Treasury
	Stock		Capital		Deficit			Stock			Total
Balances at December 31, 2021	$	18,882	$	31,789,464	$	(13,436,963	)	$	(930,211	)	$	17,441,172
Net loss		-		-		(2,078,307	)		-			(2,078,307	)
Stock option compensation		-		312,176		-			-			312,176
Issuance of stock from exercise of options		105		26,694		-			-			26,799
Balances at March 31, 2022		18,987		32,128,334		(15,515,270	)		(930,211	)		15,701,840
Net loss		-		-		(1,525,442	)		-			(1,525,442	)
Stock option compensation		-		529,565		-			-			529,565
Issuance of stock from exercise of options		52		8,340		-			-			8,392
Balances at June 30, 2022		19,039		32,666,239		(17,040,712	)		(930,211	)		14,714,355
Net loss		-		-		(4,700,519	)		-			(4,700,519	)
Stock option compensation		-		614,094		-			-			614,094
Stock issued		1,663		1,997,837		-			-			1,999,500
Issuance of stock from exercise of options		107		37,344		-			(35,000	)		2,451
Balances at September 30, 2022	$	20,809	$	35,315,514	$	(21,741,231	)	$	(965,211	)	$	12,629,881

	Nine months ended September 30, 2021
Balances at December 31, 2020	$	129,043	$	14,720,065	$	(12,305,514	)	$	(930,211	)	$	1,613,383
Net income		-		-		270,815			-			270,815
Stock option compensation		-		27,711		-			-			27,711
Stock issued		3,306		492,693		-			-			495,999
Issuance of stock from exercise of options		250		3,300		-			-			3,550
Balances at March 31, 2021		132,599		15,243,769		(12,034,699	)		(930,211	)		2,411,458
Net income		-		-		43,157			-			43,157
Stock option compensation		-		111,862		-			-			111,862
Stock issued		683		197,872		-			-			198,555
Issuance of stock from exercise of options		3,600		76,395		-			-			79,995
Balances at June 30, 2021		136,882		15,629,898		(11,991,542	)		(930,211	)		2,845,027
Net loss		-		-		(95,527	)		-			(95,527	)
Stock option compensation		-		80,882		-			-			80,882
Stock issued		14,000		2,786,000		-			-			2,800,000
Issuance of stock from exercise of options		650		10,951		-			-			11,601
Balances at September 30, 2021	$	151,532	$	18,507,731	$	(12,087,069	)	$	(930,211	)	$	5,641,983

The accompanying notes are an integral part of the condensed consolidated financial statements

WaveDancer, Inc.

Form 10-Q September 30, 2022

WAVEDANCER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

Organization and Business

WaveDancer, Inc. (“WaveDancer”), formerly known as Information Analysis Incorporated (“IAI”), is engaged in providing professional services to U.S. government agencies to modernize information technology services, in selling and supporting third-party software, primarily Adobe products, to U.S. government agencies, and, with our December, 2021 acquisition of Gray Matters, Inc. (“GMI” or “Gray Matters”), in providing blockchain enabled supply chain management software solutions (“SCM”). With the acquisition of GMI, we began implementing a strategy to expand our offerings well beyond systems modernization services and sales of third-party software. Our Chief Executive Officer, as the chief operating decision maker (“CODM”), organizes our company, manages resource allocations, and measures performance among two operating and reportable segments: Tellenger and GMI.

Liquidity and Going Concern

During the nine months ended September 30, 2022, the Company generated a loss from operations of $9,247,607. As of September 30, 2022, the Company had working capital of $1,280,663, including cash and cash equivalents of $1,521,651, and had an accumulated deficit of $21,741,231 . The Company intends to continue to invest in its SCM platform and to execute its strategy to become a leading zero trust, blockchain-enabled cybersecurity company and believes strongly in the long-term viability of our strategy. However, executing our strategy requires additional sources of capital which we are pursuing, including acquisitions or mergers. There is no assurance that such activities will result in any transactions or provide additional capital, which creates substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that the accompanying financial statements are issued.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations and potential other funding sources, in addition to cash on-hand, to meet its obligations as they become due. The Company’s unaudited consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Unaudited Interim Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements (“financial statements”) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the financial statements include all adjustments necessary (which are of a normal and recurring nature) for the fair and not misleading presentation of the results of the interim periods presented. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021 included in the Annual Report on Form 10-K filed by the Company with the SEC on April 12, 2022 (the “Annual Report”), as amended. The accompanying December 31, 2021 balance sheet was derived from the audited financial statements included in the Annual Report. The results of operations for any interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

The condensed consolidated financial statements as of September 30, 2022, and for the three- and nine-month periods ended September 30, 2022 include the accounts of WaveDancer and its condensed consolidated subsidiaries (collectively, the “Company”, “we” or “our”). All significant intercompany transactions and balances have been eliminated in consolidation.

Other than disclosing our policy for software development costs since these costs are now, and will likely continue to be, material, and a clarification of our policy for goodwill and intangibles, both as discussed below, there have been no changes in the Company’s significant accounting policies as of September 30, 2022, as compared to the significant accounting policies disclosed in Note 1, "Summary of Significant Accounting Policies" in the Company's Annual Report.

WaveDancer, Inc.

Form 10-Q September 30, 2022

Use of Estimates

Preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates due to uncertainties, including the impact of rising interest rates on valuation methods as discussed in Note 5 Fair Value Measurements. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses; fair values of financial instruments, intangible assets, and goodwill, including the underlying estimates of cash flows of our products and reporting units; useful lives of intangible assets and property and equipment; the valuation of stock-based compensation, the valuation of deferred tax assets and liabilities; and contingent consideration liabilities, among others. We base our estimates on assumptions, both historical and forward looking, that are believed to be reasonable, and the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Reclassification

Beginning with the three months ended March 31, 2022, our condensed consolidated statement of cash flows presents separately the amortization of the right-of-use operating lease asset as a non-cash adjustment from net income and the change in the operating lease liability due to cash payments as a change in operating assets and liabilities. Previously, the net of these amounts was reported as a change in operating assets and liabilities. Amounts on the condensed consolidated statement of cash flows for the nine months ended September 30, 2021, have been reclassified to conform to the current year presentation.

Software Development Costs

The Company capitalizes costs related to software developed or obtained for internal use in accordance with the ASC 350-40, Internal-Use Software (“ASC 350-40”). The following illustrates the various stages and related processes of computer software development in accordance with ASC 350-40:

●

Preliminary project stage: (a) conceptual formulation of alternatives; (b) evaluation of alternatives; (c) determination of existence of needed technology; and (d) final selection of alternatives. Internal and external costs incurred during the preliminary project stage are expensed as incurred.

●

Application development stage: (a) design of chosen path, including software configuration and software interfaces; (b) coding; (c) installation to hardware; and (d) testing, including parallel processing phase. Internal and external costs incurred to develop internal-use computer software during the application development stage are capitalized.

●

Post-implementation-operation stage: (a) training; and (b) application maintenance. Internal and external costs incurred during the post-implementation-operation stage are expensed as incurred.

The Company is continuing to develop its blockchain SCM software which it markets under a Software as a Service ("SaaS") model, whereby, a customer does not take possession of the Company’s software; rather, the software is accessed on an as-needed basis over the Internet.

Therefore, when the software is used to produce a product or in a process to provide a service to a customer, and the customer is not given the right to obtain or use the software, the related costs are accounted for in accordance with ASC 350-40. When a hosting arrangement includes multiple modules or components, capitalized costs are amortized on a module-by-module basis. When a module or component is substantially ready for its intended use, amortization begins, regardless of whether the overall hosting arrangement is being placed in service in planned stages. If the module’s functionality is entirely dependent on the completion of one or more other modules, then amortization does not begin until that group of interdependent modules is substantially ready for use.

As of September 30, 2022 we had $214,251 of capitalized internal use software development costs and zero accumulated amortization. Capitalized software development costs are included in plant and equipment on the condensed consolidated balance sheets.

Intangibles and Goodwill

The Company accounts for goodwill and other intangible assets in accordance with ASC Topic 350, Goodwill – Intangibles and Other (“ASC 350”) and has concluded that it has two operating segments, which are also its two reporting units for purposes of goodwill impairment testing. Goodwill is not amortized but instead tested for impairment (i) on at least an annual basis and (ii) when changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit may be below its carrying value. These circumstances include, but are not limited to, significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in the Company’s stock price for a sustained period of time; and changes in the Company’s planned revenue or earnings. Management evaluates the recoverability of the Company’s goodwill annually on October 31 or more often as events or circumstances indicate the fair value of a reporting unit is below its carrying value, including goodwill. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the reporting unit carrying amount exceeds the estimated fair value of the reporting unit.

Management evaluates the recoverability of the Company’s indefinite-lived intangible assets (tradenames) annually on October 31, or more often when events or circumstances indicate a potential impairment exists.

Management evaluates the recoverability of the Company’s finite-lived intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets or asset groups that contain those assets. If impairment is indicated based on a comparison of an asset group’s carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset group.

WaveDancer, Inc.

Form 10-Q September 30, 2022

Income Taxes

Deferred tax assets and liabilities are computed based on the difference between the financial statement and tax basis of assets and liabilities and are measured by applying enacted tax rates and laws for the taxable years in which those differences are expected to reverse. In addition, a valuation allowance is required to be recognized if it is believed more likely than not that a deferred tax asset will not be fully realized. Authoritative guidance prescribes a recognition threshold of more likely than not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those positions to be recognized in the financial statements. The Company has analyzed its income tax positions using the criteria required by GAAP and concluded that as of September 30, 2022, and December 31, 2021, it has no material uncertain tax positions and no interest or penalties have been accrued. The Company expects that recent tax law changes contained in the Inflation Reduction Act and CHIPS Act will not have a material impact on its provision for income taxes.

Concentration of Credit Risk

During the three months ended September 30, 2022, the Company’s prime contracts with U.S. government agencies represented 11.4% of revenue, subcontracts under federal procurements represented 82.8% of revenue, and 5.8% of revenue came from commercial and local government contracts. The terms of these contracts and subcontracts vary from single transactions to five years. Three subcontracts under federal procurements represented 30.9%, 21.3%, and 13.0% of revenue, respectively. Revenue from one prime contractor under which the Company has multiple subcontracts represented 49.9% of the Company’s revenue in aggregate.

During the three months ended September 30, 2021, the Company’s prime contracts with U.S. government agencies represented 37.0% of revenue and subcontracts under federal procurements represented 62.9% of revenue, and 0.2% of revenue came from commercial and local government contracts. The terms of these contracts and subcontracts vary from single transactions to five years. Three subcontracts under federal procurements represented 32.5%, 11.4%, and 10.6% of revenue, respectively. Revenue from one prime contractor under which the Company has multiple subcontracts represented 45.8% of the Company’s revenue in aggregate.

During the nine months ended September 30, 2022, the Company’s prime contracts with U.S. government agencies represented 32.8% of revenue, subcontracts under federal procurements represented 63.8% of revenue, and 3.3% of revenue came from commercial and local government contracts. One prime contract with a U.S. government agency represented 11.1% of revenue, and two subcontracts under federal procurements represented 25.8%, and 15.6% of revenue, respectively. Revenue from one prime contractor under which the Company has multiple subcontracts represented 38.9% of the Company’s revenue in aggregate.

During the nine months ended September 30, 2021 the Company’s prime contracts with U.S. government agencies represented 35.1% of revenue and subcontracts under federal procurements represented 63.5% of revenue, and 1.4% of revenue came from commercial and local government contracts. The terms of these contracts and subcontracts vary from single transactions to five years. One subcontract under federal procurements represented 33.1% of revenue. Revenue from one prime contractor under which the Company has multiple subcontracts represented 44.3% of the Company’s revenue in aggregate.

The Company sold third-party software and maintenance contracts under agreements with one major supplier, accounting for 8.3% and 34.8% of total revenue during the three months ended September 30, 2022 and 2021, respectively, and 27.0% and 30.8% of total revenue during the nine months ended September 30, 2022 and 2021, respectively.

As of September 30, 2022, receivables from one prime contractor under which the Company has multiple subcontracts represented 66.8% of the Company’s outstanding accounts receivable in aggregate.

As of September 30, 2021, receivables from one prime contractor under which the Company has multiple subcontracts represented 63.7% of the Company’s outstanding accounts receivable in aggregate.

WaveDancer, Inc.

Form 10-Q September 30, 2022

Note 2. Revenue from Contracts with Customers

Nature of Products and Services

We generate revenue from the sales of information technology professional services, sales of third-party software licenses and implementation and training services, sales of third-party support and maintenance contracts based on those software products, and incentive payments received from third-party software suppliers for facilitating sales directly between that supplier and a customer introduced by the Company. In addition, with the GMI acquisition, we expanded our offerings to include licensing and implementation services for proprietary blockchain-based SCM software. We sell through our direct relationships with end customers and under subcontractor arrangements.

Professional services are offered through several arrangements – through time and materials arrangements, fixed-price-per-unit arrangements, fixed-price arrangements, or combinations of these arrangements within individual contracts. Revenue under time and materials arrangements is recognized over time in the period the hours are worked or the expenses are incurred, as control of the benefits of the work is deemed to have passed to the customer as the work is performed. Revenue under fixed-price-per-unit arrangements is recognized at a point in time when delivery of units has occurred and units are accepted by the customer or are reasonably expected to be accepted. Generally, revenue under fixed-price arrangements and mixed arrangements is recognized either over time or at a point in time based on the allocation of transaction pricing to each identified performance obligation as control of each is transferred to the customer. For fixed-price arrangements under which documentary evidence of acceptance or receipt of deliverables is not present or withheld by the customer, the Company recognizes revenue when it has the right to invoice the customer. For fixed-price arrangements for which the Company is paid a fixed fee to make itself available to support a customer, with no predetermined deliverables to which transaction prices can be estimated or allocated, revenue is recognized ratably over time.

Third-party software licenses are classified as enterprise server-based software licenses or desktop software licenses, and desktop licenses are further classified by the type of customer and whether the licenses are bulk licenses or individual licenses. The Company’s obligations as the seller for each class differ based on its reseller agreements and whether its customers are government or non-government customers. Revenue from enterprise server-based sales to either government or non-government customers is usually recognized in full at a point in time based on when the customer gains use of the full benefit of the licenses, after the licenses are implemented. If the transaction prices of the performance obligations related to implementation and customer support for the individual contract is material, these obligations are recognized separately over time, as performed. Revenue for desktop software licenses for government customers is usually recognized on a gross basis at a point in time, based on when the customer’s administrative contact gains training in and beneficial use of the administrative portal. Revenue for bulk desktop software licenses for non-government customers is usually recognized on a gross basis at a point in time, based on when the customer’s administrative contact gains training in and beneficial use of the administrative portal. For desktop software licenses sold on an individual license basis to non-government customers, where the Company has no obligation to the customer after the third-party makes delivery of the licenses, the Company has determined it is acting as an agent, and the Company recognizes revenue upon delivery of the licenses only for the net of the selling price and its contract costs.

Third-party support and maintenance contracts for enterprise server-based software include a performance obligation under the Company’s reseller agreements for it to be the first line of support (direct support) and second line of support (intermediary between customer and manufacturer) to the customer. Because of the support performance obligations, and because the amount of support is not estimable, the Company recognizes revenue ratably over time as it makes itself available to provide the support.

Incentive payments are received under reseller agreements with software manufacturers and suppliers where the Company introduces and courts a customer, but the sale occurs directly between the customer and the supplier or between the customer and the manufacturer. Since the transfer of control of the licenses cannot be measured from outside of these transactions, revenue is recognized when payment from the manufacturer or supplier is received.

WaveDancer, Inc.

Form 10-Q September 30, 2022

Disaggregation of Revenue from Contracts with Customers

	Three months ended September 30,
	2022					2021
Contract Type	Amount		Percentage			Amount		Percentage
Services time & materials	$	1,896,829		82.2	%	$	2,705,099		62.9	%
Services fixed price over time		58,965		2.6	%		19,175		0.5	%
Services combination		50,440		2.2	%		47,060		1.1	%
Services fixed price per unit		107,778		4.7	%		26,771		0.6	%
Third-party software		59,076		2.6	%		1,445,757		33.6	%
Software support & maintenance		44,804		1.9	%		48,421		1.1	%
Incentive payments		88,487		3.8	%		7,642		0.2	%
Total revenue	$	2,306,379		100.0	%	$	4,299,925		100.0	%

	Nine months ended September 30,
	2022					2021
Contract Type	Amount		Percentage			Amount		Percentage
Services time & materials	$	5,963,361		62.0	%	$	7,519,190		60.4	%
Services fixed price over time		161,273		1.7	%		452,726		3.6	%
Firm fixed price		566,862		5.9	%		-		-
Services combination		80,520		0.8	%		506,331		4.1	%
Services fixed price per unit		253,379		2.6	%		87,391		0.7	%
Third-party software		2,345,884		24.4	%		3,683,967		29.6	%
Software support & maintenance		142,891		1.5	%		150,696		1.2	%
Incentive payments		105,103		1.1	%		51,166		0.4	%
Total revenue	$	9,619,273		100.0	%	$	12,451,467		100.0	%

Contract Balances

Accounts Receivable

Trade accounts receivable are recorded at the billable amount where the Company has the unconditional right to bill, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice, each customer's expected ability to pay and collection history, when applicable, to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. There were no such allowances recognized as of September 30, 2022 and December 31, 2021.

Accounts receivable as of September 30, 2022 and December 31, 2021, consist of the following:

	September 30, 2022		December 31, 2021
Billed federal government	$	1,491,705	$	1,594,473
Billed commercial		40,469		-
Unbilled receivables		-		70,389
Accounts receivable	$	1,532,174	$	1,664,862

WaveDancer, Inc.

Form 10-Q September 30, 2022

Billed receivables from the federal government include amounts due from both prime contracts and subcontracts where the federal government is the end customer.

Contract Assets

Contract assets consist of assets resulting when revenue recognized exceeds the amount billed or billable to the customer due to allocation of transaction price, and of amounts withheld from payment of invoices as a financing component of a contract. There were no amounts recorded to contract assets as of September 30, 2022 or December 31, 2021. Changes in contract assets balances in the nine months ended September 30, 2021, were as follows:

Balance as of December 31, 2020	$	210,688
Contract assets added		131,923
Balance as of March 31, 2021		342,611
Contract assets added		134,657
Balance as of June 30, 2021		477,268
Contract assets added		45,895
Reduction in contract assets		(523,163	)
Balance as of September 30, 2021	$	-

Contract Liabilities

Contract liabilities consist of amounts that have been invoiced and for which the Company has the right to bill, but that have not been recognized as revenue because the related goods or services have not been transferred. Changes in contracts liabilities balances in the three months and nine months ended September 30, 2022 and 2021, are as follows:

Balance as of December 31, 2021	$	186,835
Contract liabilities added		19,280
Revenue recognized		(56,423	)
Balance as of March 31, 2022		149,692
Contract liabilities added		87,612
Revenue recognized		(71,461	)
Balance as of June 30, 2022		165,843
Contract liabilities added		2,491
Revenue recognized		(130,648	)
Balance as of September 30, 2022	$	37,686

Balance as of December 31, 2020	$	946,884
Contract liabilities added		93,934
Revenue recognized		(585,322	)
Balance as of March 31, 2021		455,496
Contract liabilities added		4,815
Revenue recognized		(354,427	)
Balance as of June 30, 2021		105,884
Contract liabilities added		79,640
Revenue recognized		(107,479	)
Balance as of September 30, 2021	$	78,045

Revenues recognized during the three months ended September 30, 2022 and 2021, from the balances as of December 31, 2021 and 2020, were $48,708 and $58,556, respectively. Revenues recognized during the nine months ended September 30, 2022 and 2021, from the balances as of December 31, 2021 and 2020, were $160,809 and $946,884, respectively.

WaveDancer, Inc.

Form 10-Q September 30, 2022

Costs to Obtain or Fulfill a Contract

When applicable, the Company recognizes an asset related to the costs incurred to obtain a contract only if it expects to recover those costs and it would not have incurred those costs if the contract had not been obtained. The Company recognizes an asset from the costs incurred to fulfill a contract if the costs (i) are specifically identifiable to a contract, (ii) enhance resources that will be used in satisfying performance obligations in future and (iii) are expected to be recovered. There were no such assets as of September 30, 2022 and December 31, 2021. When incurred, these costs are amortized ratably over the periods of the contracts to which those costs apply.

Deferred Costs of Revenue

Deferred costs of revenue consist of the costs of third-party support and maintenance contracts for enterprise server-based software. These costs are reported under the prepaid expenses and other current assets caption on the Company’s condensed consolidated balance sheets. The Company recognizes these direct costs ratably over time as it makes itself available to provide its performance obligation for software support, commensurate with its recognition of revenue. Changes in deferred costs of revenue balances in the three and nine months ended September 30, 2022 and 2021, are as follows:

Balance as of December 31, 2021	$	154,218
Deferred costs added		2,800
Deferred costs expensed		(55,362	)
Balance as of March 31, 2022		101,656
Deferred costs expensed		(53,434	)
Balance as of June 30, 2022		48,222
Deferred costs expensed		(48,222	)
Balance as of September 30, 2022	$	-

Balance as of December 31, 2020	$	89,068
Deferred costs added		17,406
Deferred costs expensed		(75,223	)
Balance as of March 31, 2021		31,251
Deferred costs added		11,188
Deferred costs expensed		(16,681	)
Balance as of June 30, 2021		25,758
Deferred costs added		194,686
Deferred costs expensed		(33,118	)
Balance as of September 30, 2021	$	187,326

Note 3. Segment Financial Information

In periods earlier than the quarter ended September 30, 2022, we managed our business as a single operating segment. During the quarter ended September 2022, we reassessed our business strategy and our CODM changed his approach to managing the business and allocating resources. As a result, we determined that we have two operating segments: Tellenger and Blockchain SCM. Tellenger provides professional services, primarily to US government agencies, related to legacy software migration and modernization, developing web-based and mobile device solutions, including dynamic electronic forms development and conversion, and data analytics. The Blockchain SCM segment is an early-stage business focused on developing, marketing, and selling a SaaS supply chain management platform built on blockchain technology.

No separate revenues and operating income for the Blockchain SCM operating segment are presented for the three- and nine-month periods ended September 30, 2021, since we did not own this SCM business during such prior periods.

	Three Months Ended 9/30/22											Nine Months Ended 9/30/22
		Tellenger		Blockchain SCM			Corporate			Consolidated			Tellenger		Blockchain SCM			Corporate			Consolidated
Revenue	$	2,306,379	$	-		$	-		$	2,306,379		$	9,052,411	$	566,862		$	-		$	9,619,273
Operating income (loss)	$	250,712	$	(3,292,257	)	$	(1,696,317	)	$	(4,737,862	)	$	661,394	$	(4,124,511	)	$	(5,784,490	)	$	(9,247,607	)
Interest expense										(20,437	)										(59,574	)
Other income, net										3,188											3,977
Loss before provision for income taxes									$	(4,755,111	)									$	(9,303,204	)

Corporate operating loss primarily includes stock-based compensation expenses, acquisition-related costs, and other expenses related to executive, legal, finance, tax, and investor relations expenses.

	As of September 30, 2022
		Tellenger		Blockchain SCM		Corporate		Consolidated
Intangible assets	$	1,225,844	$	5,773,445	$	-	$	6,999,289
Total assets	$	6,858,228	$	7,137,786	$	2,611,677	$	16,607,691

Note 4. Leases

The Company has two significant operating leases, one for its headquarters offices in Fairfax, Virginia and one for additional office space in Annapolis, Maryland. The leases both commenced in 2021 and have original lease terms ranging from 37 to 67 months and rental rates escalate by approximately 2.5% annually under both leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use operating lease assets and operating lease liabilities in the Company’s condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021.

As of September 30, 2022 and December 31, 2021, the Company does not have any sales-type or direct financing leases.

The Company’s operating lease asset represents its right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease agreement includes rental payments escalating annually for inflation at a fixed rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. The Company does not have any rental payments which are based on a change in an index or a rate that can be considered variable lease payments, which would be expensed as incurred.

WaveDancer, Inc.

Form 10-Q September 30, 2022

The Company’s lease agreements do not contain any material residual value guarantees or material restrictions or covenants.

The Company does not sublease any real estate to third parties.

As of September 30, 2022, our two operating leases had a weighted average remaining lease term of 37 months and a weighted average discount rate of 5.0%. Future lease payments under operating leases as of September 30, 2022, were as follows:

Remainder of 2022	$	56,639
2023		228,862
2024		174,721
2025		74,804
2026		70,220
Total lease payments		605,246
Less: discount		(48,418	)
Present value of lease liabilities	$	556,828

The total expense incurred related to its operating leases was $53,560 and $15,985 for the three months ended September 30, 2022 and 2021, respectively, and $164,280 and $68,229 for the nine months ended September 30, 2022 and 2021, respectively, and is included in selling, general and administrative expenses on the condensed consolidated statements of operations.

Note 5. Fair Value Measurements

The Company 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 orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

	•	Level 1—Quoted prices in active markets for identical assets or liabilities;
	•	Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
	•	Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table represents the fair value hierarchy for the Company’s financial instruments measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021:

	September 30, 2022
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	980,112	$	-	$	-	$	980,112

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	1,600,663	$	-	$	-	$	1,660,663
Other liabilities:
Fair value of contingent consideration	$	-	$	-	$	930,000	$	930,000

See Note 6 below for an explanation of the decrease in fair value of contingent consideration related to the acquisition of Gray Matters, Inc.

WaveDancer, Inc.

Form 10-Q September 30, 2022

The following table is a roll-forward of the Level 3 fair value measurements.

Fair value of contingent consideration:
December 31, 2021	$	930,000
Change in fair value		12,609
March 31, 2022		942,609
Change in fair value		(942,609	)
June 30, 2022		-
Change in fair value		-
September 30, 2022	$	-

There were no unrealized gains or losses included in income for the three or nine months ended September 30, 2022.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The following table is a summary of gains and losses on assets measured at fair value on a nonrecurring basis:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Impairment of goodwill	$	2,254,624	$	-	$	2,254,624	$	-

During the third quarter of 2022, our Gray Matters reporting unit, which is the same as our Blockchain SCM operating segment, experienced delays in receiving approval from its government customer of certain milestone achievements specified in our contract with that customer. This delay, in turn, resulted in a decline in the reporting unit’s estimated future cash flows. Accordingly, we performed an interim goodwill impairment test as of September 30, 2022, prior to our annual impairment test.

As a result of the interim goodwill impairment test, the estimated fair value of the Gray Matters reporting unit was determined to be lower than its carrying value. In the third quarter of 2022, we recorded a non-cash pre-tax and after-tax charge of $2,254,624 to impair the carrying value of this reporting unit’s goodwill under the caption, “Goodwill impairment” in the accompanying condensed consolidated statement of operations and comprehensive (loss) income. There were no tax benefits associated with the goodwill impairment charge, since the Gray Matters goodwill is not deductible for tax purposes. The fair value of the reporting unit was determined using an income approach based on a discounted cash flow (“DCF”) model which requires a complex series of judgments about future events and uncertainties and relies heavily on estimates of expected cash flows and like an appropriate discount rate and terminal growth rate. Any changes in key assumptions, including failure to grow the revenue and improve the profitability of GMI, or other unanticipated events and circumstances, may affect such estimates. Fair value assessments of the reporting unit are considered a Level 3 measurement due to the significance of unobservable inputs developed using company specific information. The discount rate and terminal growth rate used in our 2022 third quarter interim impairment test for the Gray Matters reporting unit were 22.5% and 3.0%, respectively.

Note 6.

Acquisitions

Tellenger, Inc.

On April 7, 2021, the Company purchased all of the issued and outstanding shares of stock of Tellenger, Inc. (“Tellenger”). Tellenger is primarily engaged in providing professional services related to cybersecurity, cloud computing, and data analytics. Tellenger’s customers include U.S. government agencies, either as a prime contractor or sub-contractor, as well as several national not-for-profit organizations. The purchase price of $2,515,357 was paid with $2,315,357 of cash and 68,264 shares of Company common shares valued at $200,000 as of the transaction closing date. The value of the shares was determined by the closing price as of the transaction date. Goodwill is attributable to human capital related intangible assets like the value of the acquired assembled workforce and strategic and enterprise related intangible assets including growth opportunities that are not reportable separately from goodwill. Goodwill also arises from recognizing deferred tax liabilities from intangible assets that are amortizable for financial reporting but not for income tax purposes. The transaction did not result in a step-up in tax basis and neither the intangible assets nor goodwill recorded for financial reporting purposes results in deductible amortization for tax purposes. The purchase price for Tellenger has been allocated as follows:

	Useful Lives (years)	Amounts			Valuation Methodology
Cash		$	81,473
Accounts receivable			611,471
Other current assets			6,338
Intangible assets with estimated useful lives:
Customer relationships	8		1,090,000		Replacement cost and relief from royalty
Non-compete agreements	3		120,000		Multi-period excess earnings
Intangible assets with indefinite lives:
Trade names			280,000
Goodwill			785,000
Total assets acquired			2,974,282
Current liabilities			(458,925	)
Net assets acquired		$	2,515,357

WaveDancer, Inc.

Form 10-Q September 30, 2022

Gray Matters, Inc.

On December 10, 2021, the Company purchased all the issued and outstanding shares of Gray Matters. Gray Matters provides supply chain management software designed to aggregate customer data into a single, interconnected, blockchain secured framework. The purchase price of $11,005,100 comprises the following:

Net cash consideration	$	7,240,100
Buyer common stock		1,500,000
Fair value of deferred consideration		1,335,000
Fair value of contingent consideration		930,000
Total	$	11,005,100

Common stock consideration consisted of 436,481 shares of WaveDancer common stock valued at $1,500,000 as of the transaction closing date. The deferred consideration of $1,335,000 is the estimated present value as of the closing date of the $1,500,000 cash payment due to the selling shareholder of GMI (the “Seller”) on the second anniversary of the acquisition. We applied a discount rate of 6% reflecting our recent secured borrowing rate adjusted to include a premium for the unsecured status of the deferred consideration liability. Accretion of the liability will be recorded as interest expense. For the nine months ended September 30, 2022, we recorded $59,467 of interest expense.

Contingent consideration was estimated as of the acquisition date using a probability weighted average of possible outcomes, discounted to its net present value as of the acquisition date. We identified the set of possible outcomes and assigned probabilities to each by applying management judgment to the assumptions underlying the projections of 2022 revenue and gross profit. Under the terms of the purchase agreement, the Seller is eligible to receive from zero up to $4,000,000 of additional consideration, payable in cash, based on the amounts of revenue and gross profit achieved by GMI during the period from the acquisition date through December 31, 2022. We estimated that the outcomes to apply a probability weighting to range from $500,000 to $1,500,000, with an outcome of $1,000,000 given the highest probability weighting. The undiscounted probability weighted outcome was determined to be $1,000,000 and was discounted back to its present value of $930,000 as of December 31, 2021. We applied a discount rate of 6% reflecting our recent secured borrowing rate adjusted to include a premium for the unsecured status of the contingent consideration liability. The contingent consideration liability will be remeasured at fair value at the end of each reporting period and reported in the consolidated statements of operations until the liability is settled.

We remeasured the contingent consideration liability as of June 30, 2022 and determined that the undiscounted probability weighted outcome had decreased to zero and we reduced the liability amount accordingly and for the nine months ended September 30, 2022 we have recognized $930,000 of income.

The deferred consideration liability is included in other liabilities on the condensed consolidated balance sheets and totals $1,394,467 and $1,335,000 as of September 30, 2022 and December 31, 2021, respectively.

Goodwill is attributable to human capital related intangible assets like the value of the acquired assembled workforce and strategic and enterprise related intangible assets including growth opportunities that are not reportable separately from goodwill. Goodwill also arises from recognizing deferred tax liabilities from recording in the purchase accounting intangible assets that are amortizable for financial reporting but not for income tax purposes. The transaction did not result in a step-up in tax basis and the Company will carry over the legacy tax basis of $0 for all intangibles. Neither the intangible assets nor goodwill recorded for financial reporting purposes will generate deductible amortization for tax purposes.

The purchase price for GMI has been allocated as follows:

	Useful Lives (years)	Amounts			Valuation Methodology
Cash		$	20,235
Fixed assets			8,902
Intangible assets with estimated useful lives:
Technology	5		2,900,000		Replacement cost and relief from royalty
Customer relationships	6		3,860,000		Multi-period excess earnings
Goodwill			4,560,099
Total assets acquired			11,349,236
Current liabilities			(344,136	)
Net assets acquired		$	11,005,100

WaveDancer, Inc.

Form 10-Q September 30, 2022

Supplemental Combined Pro Forma Information

The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisitions of both Tellenger and Gray Matters had been completed on January 1, 2021. The pro forma information includes adjustments to amortization expense for the intangible assets acquired.

The pro forma data are for informational purposes only and are not necessarily indicative of the consolidated results of operations of the combined business had the acquisitions of both Tellenger and Gray Matters occurred on January 1, 2021, or the results of future operations of the combined business. For instance, planned or expected operational synergies following the acquisition are not reflected in the pro forma information. Consequently, actual results will differ from the unaudited pro forma information presented below.

	Three months ended September 30,						Nine months ended September 30,

	2022			2021			2022			2021
Revenues	$	2,306,379		$	4,299,925		$	9,619,273		$	13,677,429
Net loss	$	(4,700,519	)	$	(802,424	)	$	(8,304,268	)	$	(2,128,680	)

Note 7. Intangible Assets and Goodwill

Information regarding our intangible assets is as follows:

	Weighted Average Useful Life (Years)	December 31, 2021			Additions			September 30, 2022
Intangible assets with estimated useful lives
Technology	5.0	$	2,900,000		$	-		$	2,900,000
Customer relationships	6.4		4,950,000			-			4,950,000
Non-compete agreements	3.0		120,000			-			120,000
Accumulated amortization			(201,032	)		(1,049,679	)		(1,250,711	)
Sub-total			7,768,968			(1,049,679	)		6,719,289
Intangible assets with indefinite lives
Trade names	Indefinite		280,000			-			280,000
Net identifiable intangible assets		$	8,048,968		$	(1,049,679	)	$	6,999,289

Information regarding our goodwill for each operating segment is as follows:

		Tellenger		Blockchain SCM			Corporate		Consolidated
Goodwill, gross
Balance at December 31, 2021	$	785,000	$	4,560,098		$	2,240,171	$	7,585,269
Additions		-		-			-		-
Balance at September 30, 2022		785,000		4,560,098			2,240,171		7,585,269

Cumulative impairment loss
Balance at December 31, 2021		-		-			-		-
Impairment expense		-		(2,254,624	)		-		(2,254,624	)
Balance at September 30, 2022		-		(2,254,624	)		-		(2,254,624	)

Goodwill, net
Balance at December 31, 2021	$	785,000	$	4,560,098		$	2,240,171	$	7,585,269
Balance at September 30, 2022	$	785,000	$	2,305,474		$	2,240,171	$	5,330,645

See Note 5, Fair Value Measurements, for a discussion of goodwill impairment charges.

As of September 30, 2022, expected amortization expense relating to purchased intangible assets for each of the next five years and thereafter is as follows:

Remainder of 2022	$	349,893
2023		1,399,572
2024		1,369,635
2025		1,359,576
2026		1,326,854
Thereafter		913,759
Total	$	6,719,289

WaveDancer, Inc.

Form 10-Q September 30, 2022

Note 8. Stock-Based Compensation

We have three stock-based compensation plans. The 2006 Stock Incentive Plan was adopted in 2006 (“2006 Plan”) and had options granted under it through April 12, 2016. The 2016 Stock Incentive Plan was adopted in 2016 (“2016 Plan”) and had options granted under it through November 15, 2021. On October 11, 2021, the Board of Directors approved the 2021 Stock Incentive Plan (“2021 Plan”) and on December 2, 2021, our shareholders approved the 2021 Plan.

The Company recognizes compensation costs only for those shares expected to vest on a straight-line basis over the requisite service period of the awards. Fair values of option awards granted in the three months ended September 30, 2022 and 2021, and the nine months ended September 30, 2022 and 2021, were estimated using the Black-Scholes option pricing model under the following assumptions:

	Three months ended September 30,		Nine Months ended September 30,
	2022	2021	2022	2021
Risk-free interest rate	2.85% - 2.90%	0.84%	1.91% - 2.90%	0.46% - 0.92%
Dividend yield	0%	0%	0%	0%
Expected term (years)	3.25 - 6.00	5.00	3.25 - 6.00	5.00
Expected volatility	45.9% - 48.1%	46.8%	45.8% - 48.5%	47.1% - 92.6%

Determining the assumptions for the expected term and volatility requires management to exercise significant judgment. The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. Given the limited public market for the Company’s stock, the Company has elected to estimate its expected volatility by benchmarking its volatility to that of several public company issuers that operate within its market segment. The guideline companies’ volatility was increased by a size adjustment premium to compensate for the difference in size between the guideline companies and the Company in its calculation.

There were 265,000 options with grant date fair values totaling $157,300 and 30,000 options with grant date fair values totaling $34,500 granted during the three months ended September 30, 2022 and 2021, respectively. There were 1,177,000 options with grant date fair values totaling $2,231,970, and 302,500 options with grant date fair values totaling $363,550 granted during the nine months ended September 30, 2022 and 2021, respectively. There were 107,000 and 65,000 options exercised during the three months ended September 30, 2022 and 2021, respectively. There were 264,000 options and 450,000 options exercised during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, there was $2,019,066 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the stock incentive plans. That cost is expected to be recognized over a weighted-average period of 9.4 months.

Total compensation expense related to these plans was $614,094 and $80,882 for the three months ended September 30, 2022 and 2021, respectively, and $1,455,835 and $220,455 for the nine months ended September 30, 2022 and 2021, respectively, and is included in selling, general and administrative expenses on the condensed consolidated statements of operations.

Note 9. Revolving Line of Credit and Notes Payable

On September 30, 2022, the Company entered a revolving line of credit with Summit Community Bank (“Summit”) that provided for on-demand or short-term borrowings of up to $1,000,000 at a variable interest rate equal to the prime rate as published in The Wall Street Journal, with a minimum rate of 3.99% and a maximum rate of 20.00%, and subject to a borrowing base calculated using outstanding accounts receivable. Borrowings under the line of credit are secured by the assets of the Company. As of September 30, 2022, there was no outstanding balance under this line of credit and there were no borrowings or repayments during the nine months ended September 30, 2022. As of September 30, 2022 there is $1,000,000 of borrowing availability under this line of credit.

On April 16, 2021, the Company entered a revolving line of credit with Summit Community Bank (“Summit”) that provided for on-demand or short-term borrowings of up to $1,000,000 at a variable interest rate equal to the greater of 3.25% or the prime rate as published in The Wall Street Journal, and subject to a borrowing base calculated using outstanding accounts receivable. Borrowings under the line of credit are secured by the assets of the Company. The line expired on April 16, 2022. As of December 31 2021, there was no outstanding balance under this line of credit and there were no borrowings or repayments during the nine months ended September 30, 2022.

WaveDancer, Inc.

Form 10-Q September 30, 2022

The Company previously had a revolving line of credit with another bank (“prior LOC”) providing for demand or short-term borrowings of up to $1,000,000 at an interest rate of the greater of 4.0% or LIBOR +3.5%. The prior LOC originally was due to expire on July 31, 2021 and was secured by the assets of the Company. The Summit line of credit was used to pay off the prior LOC and it was closed on May 3, 2021.

On April 16, 2021, we entered into a $1 million term loan agreement with Summit Community Bank. The term of the loan was two years with monthly installments comprising a fixed principal amount plus interest accruing at a fixed rate of 4.89%. The loan was collateralized by a security interest in substantially all the assets of the Company. On December 30, 2021, we fully repaid the outstanding balance of the loan.

To provide additional net working capital support, the Company borrowed $150,000 from the sellers of Tellenger for a period of 90 days from the closing date of April 7, 2021, without interest accumulation. The sellers were repaid in July 2021.

Note 10. Common Stock Purchase Agreement

On July 8, 2022, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to the Purchase Agreement, subject to certain limitations and conditions, the Company has the right, but not the obligation, to sell to B. Riley up to $15,000,000 of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), from time to time. Sales of Common Stock to B. Riley under the Purchase Agreement, and the timing of any such sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities to B. Riley under the Purchase Agreement. Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement with the Securities Exchange Commission (the “SEC”) to register under the Securities Act of 1933, as amended (the “Securities Act”) the resale by B. Riley of up to 4,500,000 shares of Common Stock that the Company may issue or elect, in the Company’s sole discretion, to issue and sell to B. Riley, from time to time under the Purchase Agreement. We issued 89,835 common shares valued at $112,500 to B. Riley as a commitment fee. The cost of the shares is included in prepaid expenses and other current assets on the condensed consolidated balance sheet and will be charged to additional paid in capital as shares are sold under the ELOC. As of September 30, 2022, no shares have been sold to B. Riley under the Purchase Agreement.

Note 11. Private Offerings of Common Stock

During August 2022 the Company sold 1,572,506 unregistered shares of its common stock in a private offering at a price of $1.20 per share from which it raised aggregate gross proceeds of $1,887,000.

In March 2021, the Company sold 330,666 unregistered shares of its common stock in a private offering at a price of $1.50 per share from which it raised aggregate gross proceeds of $495,999.

On August 26, 2021, the Company sold 1,400,000 units at a price of $2.00 per unit, each unit consisting of one unregistered share of common stock and one warrant exercisable at $3.00 for one share of common stock, in a private offering from which it raised aggregate gross proceeds of $2,800,000. The warrants expire on August 31, 2026. 1,400,000 shares of common stock issuable upon exercise of warrants in connection with the offering have been reserved for issuance. The warrants are classified as equity.