UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended ~~June~~September 30, 2023

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

For the transition period from _____________________to _________________________

Commission file number: 001-41495

INTELLINETICS, INC.

(Exact name of registrant as specified in its charter)

Nevada

87-0613716

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

2190 Dividend Drive
Columbus, Ohio		43228
(Address of Principal Executive Offices)		(Zip Code)

(614) 921-8170

(Registrant’s telephone number, including area code)

(Former name and former address, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		INLX		NYSE American

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 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	☐	(Do not check if a smaller reporting company)	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 ☒

As of ~~August 11,~~November 10, 2023, there were 4,073,757 shares of the issuer’s common stock outstanding, each with a par value of $0.001 per share.

INTELLINETICS, INC.

Form 10-Q

~~June~~September 30, 2023

TABLE OF CONTENTS

		Page No.
PART I

FINANCIAL INFORMATION		4

ITEM 1.	Financial Statements.	4

	Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2023 (Unaudited) and December 31, 2022	4

	Condensed Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (Unaudited)	5

	Condensed Consolidated Statement of Stockholders’ Equity for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk.	31

ITEM 4.	Controls and Procedures.	31

PART II

OTHER INFORMATION		32

ITEM 1.	Legal Proceedings.	32

ITEM 1A.	Risk Factors.	32

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	32

ITEM 3.	Defaults Upon Senior Securities.	32

ITEM 4.	Mine Safety Disclosures.	32

ITEM 5.	Other Information.	32

ITEM 6.	Exhibits.	32

SIGNATURES		33

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the documents incorporated into this report by reference contain forward-looking statements. In addition, from time to time we may make additional forward-looking statements in presentations, at conferences, in press releases, in other reports and filings and otherwise. Forward-looking statements are all statements other than statements of historical facts, including statements that refer to plans, intentions, objectives, goals, targets, strategies, hopes, beliefs, projections, prospects, expectations or other characterizations of future events or performance, and assumptions underlying the foregoing. The words “may,” “could,” “should,” “would,” “will,” “project,” “intend,” “continue,” “believe,” “anticipate,” “estimate,” “forecast,” “expect,” “plan,” “potential,” “opportunity,” “scheduled,” “goal,” “target,” and “future,” variations of such words, and other comparable terminology and similar expressions and references to future periods are often, but not always, used to identify forward-looking statements. Examples of forward-looking statements include, among other things, statements about the following:

	●	the effects on our business, financial condition, and results of operations of current and future economic, business, market and regulatory conditions, including the current global inflation, economic downturn, and other economic and market conditions, and their effects on our customers and their capital spending and ability to finance purchases of our products, services, technologies and systems;

	●	our prospects, including our future business, revenues, recurring revenues, expenses, net income, earnings per share, margins, profitability, cash flow, cash position, liquidity, financial condition and results of operations, backlog of orders and revenue, our targeted growth rate, our goals for future revenues and earnings, and our expectations about realizing the revenues in our backlog and in our sales pipeline;

	●	our expectation that the shift from an offline to online world will continue to benefit our business;

	●	our ability to integrate our recent acquisitions and any future acquisitions, grow their businesses and obtain the expected financial and operational benefits from those businesses;

	●	the effects of fluctuations in sales on our business, revenues, expenses, net income, earnings per share, margins, profitability, cash flow, capital expenditures, liquidity, financial condition and results of operations;

	●	our products, services, technologies and systems, including their quality and performance in absolute terms and as compared to competitive alternatives, their benefits to our customers and their ability to meet our customers’ requirements, and our ability to successfully develop and market new products, services, technologies and systems;

	●	our markets, including our market position and our market share;

	●	our ability to successfully develop, operate, grow and diversify our operations and businesses;

	●	our business plans, strategies, goals and objectives, and our ability to successfully achieve them;

	●	the sufficiency of our capital resources, including our cash and cash equivalents, funds generated from operations, availability credit and financing arrangements and other capital resources, to meet our future working capital, capital expenditure, lease and debt service and business growth needs;

	●	the value of our assets and businesses, including the revenues, profits and cash flow they are capable of delivering in the future;

	●	the amount and timing of revenue recognition from customer contracts with commitments for performance obligations, including our estimate of the remaining amount of commitments and when we expect to recognize revenues;

	●	industry trends and customer preferences and the demand for our products, services, technologies and systems; and

	●	the nature and intensity of our competition, and our ability to successfully compete in our markets.

Any forward-looking statements we make are based on our current plans, intentions, objectives, strategies, projections and expectations, as well as assumptions made by and information currently available to management. Forward-looking statements are not guarantees of future performance or events, but are subject to and qualified by substantial risks, uncertainties and other factors, which are difficult to predict and are often beyond our control. Forward-looking statements will be affected by assumptions and expectations we might make that do not materialize or that prove to be incorrect and by known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed, anticipated or implied by such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, those described in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on March 27, 2023, as well as other risks, uncertainties and factors discussed elsewhere in this Quarterly Report, in documents that we include as exhibits to or incorporate by reference in this report, and in other reports and documents we from time to time file with or furnish to the Securities and Exchange Commission (the “SEC”). In light of these risks and uncertainties, you are cautioned not to place undue reliance on any forward-looking statements that we make.

Any forward-looking statements contained in this report speak only as of the date of this report, and any other forward-looking statements we make from time to time in the future speak only as of the date they are made. We undertake no duty or obligation to update or revise any forward-looking statement or to publicly disclose any update or revision for any reason, whether as a result of changes in our expectations or the underlying assumptions, the receipt of new information, the occurrence of future or unanticipated events, circumstances or conditions or otherwise.

As used in this Quarterly Report, unless the context indicates otherwise:

	●	the terms “Intellinetics,” “Company,” “the company” “us,” “we,” “our,” and similar terms refer to Intellinetics, Inc., a Nevada corporation, and its subsidiaries;
	●	“Intellinetics Ohio” refers to Intellinetics, Inc., an Ohio corporation and a wholly-owned subsidiary of Intellinetics; and
	●	“Graphic Sciences” refers to Graphic Sciences, Inc., a Michigan corporation and a wholly-owned subsidiary of Intellinetics.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

INTELLINETICS, INC. and SUBSIDIARIES

Condensed Consolidated Balance Sheets

							September 30, 2023			December 31, 2022
	(unaudited)						(unaudited)
	June 30, 2023			December 31, 2022			September 30, 2023			December 31, 2022
ASSETS
Current assets:
Cash	$	1,130,487		$	2,696,481		$	1,689,125		$	2,696,481
Accounts receivable, net		1,326,986			1,121,083			1,324,225			1,121,083
Accounts receivable, unbilled		1,038,013			596,410			1,277,800			596,410
Parts and supplies, net		72,569			73,221			95,170			73,221
Contract assets		96,470			80,378			138,062			80,378
Prepaid expenses and other current assets		337,373			325,466			339,391			325,466
Total current assets		4,001,898			4,893,039			4,863,773			4,893,039

Property and equipment, net		1,024,776			1,068,706			961,504			1,068,706
Right of use assets, operating		2,895,784			3,200,191			2,716,512			3,200,191
Right of use asset, finance		170,194			154,282
Right of use assets, finance								233,711			154,282
Intangible assets, net		4,164,492			4,419,646			4,036,915			4,419,646
Goodwill		5,789,821			5,789,821			5,789,821			5,789,821
Other assets		540,121			417,457			624,184			417,457
Total assets	$	18,587,086		$	19,943,142		$	19,226,420		$	19,943,142

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	356,545		$	370,300		$	249,359		$	370,300
Accrued compensation		336,317			411,683			437,468			411,683
Accrued expenses		181,961			114,902			223,309			114,902
Lease liabilities, operating - current		711,229			692,074			713,638			692,074
Lease liability, finance - current		28,303			22,493
Lease liabilities, finance - current								48,802			22,493
Deferred revenues		2,067,744			2,754,064			3,132,125			2,754,064
Earnout liabilities - current		-			700,000			-			700,000
Notes payable - current		709,083			936,966			-			936,966
Total current liabilities		4,391,182			6,002,482			4,804,701			6,002,482

Long-term liabilities:
Notes payable - net of current portion		2,147,139			2,085,035			2,178,190			2,085,035
Notes payable - related party		544,843			529,084			552,723			529,084
Notes payable								552,723			529,084
Lease liabilities, operating - net of current portion		2,307,326			2,624,608			2,126,449			2,624,608
Lease liability, finance - net of current portion		145,880			133,131
Lease liabilities, finance - net of current portion								188,854			133,131
Total long-term liabilities		5,145,188			5,371,858			5,046,216			5,371,858
Total liabilities		9,536,370			11,374,340			9,850,917			11,374,340

Stockholders’ equity:
Common stock, $0.001 par value, 25,000,000 shares authorized; 4,073,757 shares issued and outstanding at June 30, 2023 and December 31, 2022		4,074			4,074
Common stock, $0.001 par value, 25,000,000 shares authorized; 4,073,757 shares issued and outstanding at September 30, 2023 and December 31, 2022								4,074			4,074
Additional paid-in capital		30,412,634			30,179,017			30,528,090			30,179,017
Accumulated deficit		(21,365,992	)		(21,614,289	)		(21,156,661	)		(21,614,289	)
Total stockholders’ equity		9,050,716			8,568,802			9,375,503			8,568,802
Total liabilities and stockholders’ equity	$	18,587,086		$	19,943,142		$	19,226,420		$	19,943,142

See Notes to these condensed consolidated financial statements

INTELLINETICS, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)

	2023			2022			2023			2022
	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022			2023			2022			2023			2022

Revenues:
Sale of software	$	63,646		$	11,105		$	78,939		$	75,596		$	9,422		$	18,390		$	88,361		$	93,986
Software as a service		1,277,918			1,158,456			2,516,350			1,589,677			1,293,745			1,211,407			3,810,095			2,801,084
Software maintenance services		349,139			343,881			698,681			680,483			353,010			352,892			1,051,691			1,033,375
Professional services		2,298,316			1,625,765			4,597,605			3,213,713			2,333,090			2,007,613			6,930,695			5,221,326
Storage and retrieval services		269,411			276,436			553,688			559,686			259,162			269,325			812,850			829,011
Total revenues		4,258,430			3,415,643			8,445,263			6,119,155			4,248,429			3,859,627			12,693,692			9,978,782

Cost of revenues:
Sale of software		7,344			7,392			15,525			33,585			5,889			10,647			21,414			44,232
Software as a service		258,382			191,188			479,022			282,437			200,104			207,502			679,126			489,939
Software maintenance services		15,117			19,185			31,833			37,485			13,165			19,024			44,998			56,509
Professional services		1,307,341			918,542			2,494,457			1,766,709			1,338,526			1,028,074			3,832,983			2,794,783
Storage and retrieval services		79,813			90,318			188,154			178,084			85,154			88,195			273,308			266,279
Total cost of revenues		1,667,997			1,226,625			3,208,991			2,298,300			1,642,838			1,353,442			4,851,829			3,651,742

Gross profit		2,590,433			2,189,018			5,236,272			3,820,855			2,605,591			2,506,185			7,841,863			6,327,040

Operating expenses:
General and administrative		1,561,939			1,254,862			3,116,550			2,190,553			1,516,009			1,321,299			4,632,559			3,511,852
Change in fair value of earnout liabilities		-			52,301			-			116,505			-			28,494			-			144,999
Transaction costs		-			285,230			-			355,281			-			-			-			355,281
Sales and marketing		492,303			529,405			1,071,814			881,519			496,289			492,540			1,568,103			1,374,059
Depreciation and amortization		239,803			200,919			467,521			318,221			247,738			205,849			715,259			524,070

Total operating expenses		2,294,045			2,322,717			4,655,885			3,862,079			2,260,036			2,048,182			6,915,921			5,910,261

Income (loss) from operations		296,388			(133,699	)		580,387			(41,224	)
Income from operations														345,555			458,003			925,942			416,779

Interest expense		(160,654	)		(240,468	)		(332,090	)		(353,069	)		(136,224	)		(240,467	)		(468,314	)		(593,536	)

Net income (loss)	$	135,734		$	(374,167	)	$	248,297		$	(394,293	)	$	209,331		$	217,536		$	457,628		$	(176,757	)

Basic net income (loss) per share:	$	0.03		$	(0.09	)	$	0.06		$	(0.11	)	$	0.05		$	0.05		$	0.11		$	(0.05	)
Diluted net income (loss) per share:	$	0.03		$	(0.09	)	$	0.06		$	(0.11	)	$	0.05		$	0.05		$	0.10		$	(0.05	)

Weighted average number of common shares outstanding - basic		4,073,757			4,073,757			4,073,757			3,455,761			4,073,757			4,073,757			4,073,757			3,664,024
Weighted average number of common shares outstanding - diluted		4,073,757			4,073,757			4,073,757			3,455,761			4,387,515			4,695,162			4,389,145			3,664,024

See Notes to these condensed consolidated financial statements

INTELLINETICS, INC. and SUBSIDIARIES

Condensed Consolidated Statement of Stockholders’ Equity

For the Three and ~~Six~~Nine Months Ended ~~June,~~September 30, 2023 and 2022

(unaudited)

Shares Amount Capital Deficit Total
Common Stock Additional Paid-in Accumulated
Shares Amount Capital Deficit Total

Balance, March 31, 2022 2,831,169 $ 2,831 $ 24,377,681 $ (21,658,442 ) $ 2,722,070

Stock Option Compensation - - 102,992 - 102,992

Stock Issued 1,242,588 1,243 5,739,515 - 5,740,758

Equity Issuance Costs - - (492,182 ) - (492,182 )

Note Offer Warrants - - 213,013 - 213,013

Net Loss - - - (374,167 ) (374,167 )

Balance, June 30, 2022 4,073,757 $ 4,074 $ 29,941,019 $ (22,032,609 ) $ 7,912,484

Balance, March 31, 2023 4,073,757 $ 4,074 $ 30,297,179 $ (21,501,726 ) $ 8,799,527

Stock Option Compensation - - 115,455 - 115,455

Net Income - - - 135,734 135,734

Balance, June 30, 2023 4,073,757 $ 4,074 $ 30,412,634 $ (21,365,992 ) $ 9,050,716


	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance, June 30, 2022		4,073,757	$	4,074	$	29,941,019	$	(22,032,609	)	$	7,912,484

Stock Option Compensation		-		-		118,999		-			118,999

Net Income		-		-		-		217,536			217,536

Balance, September 30, 2022		4,073,757	$	4,074	$	30,060,018	$	(21,815,073	)	$	8,249,019

Balance, June 30, 2023		4,073,757	$	4,074	$	30,412,634	$	(21,365,992	)	$	9,050,716

Stock Option Compensation		-		-		115,456		-			115,456

Net Income		-		-		-		209,331			209,331

Balance, September 30, 2023		4,073,757	$	4,074	$	30,528,090	$	(21,156,661	)	$	9,375,503

	Common Stock				Additional Paid-in			Accumulated						Common Stock				Additional Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Total			Shares		Amount		Capital			Deficit			Total

Balance, December 31, 2021		2,823,072	$	2,823	$	24,297,229		$	(21,638,316	)	$	2,661,736			2,823,072	$	2,823	$	24,297,229		$	(21,638,316	)	$	2,661,736

Stock Issued to Directors		8,097		8		57,492			-			57,500			8,097		8		57,492			-			57,500

Stock Option Compensation		-		-		125,952			-			125,952			-		-		244,951			-			244,951

Stock Issued		1,242,588		1,243		5,739,515			-			5,740,758			1,242,588		1,243		5,739,515			-			5,740,758

Equity Issuance Costs		-		-		(492,182	)		-			(492,182	)		-		-		(492,182	)		-			(492,182	)

Note Offer Warrants		-		-		213,013			-			213,013			-		-		213,013			-			213,013

Net Loss		-		-		-			(394,293	)		(394,293	)		-		-		-			(176,757	)		(176,757	)

Balance, June 30, 2022		4,073,757	$	4,074	$	29,941,019		$	(22,032,609	)	$	7,912,484
Balance, September 30, 2022															4,073,757	$	4,074	$	30,060,018		$	(21,815,073	)	$	8,249,019

Balance, December 31, 2022		4,073,757	$	4,074	$	30,179,017		$	(21,614,289	)	$	8,568,802			4,073,757	$	4,074	$	30,179,017		$	(21,614,289	)	$	8,568,802

Stock Option Compensation		-		-		233,617			-			233,617			-		-		349,073			-			349,073

Net Income		-		-		-			248,297			248,297			-		-		-			457,628			457,628
Net Income (Loss)		-		-		-			248,297			248,297			-		-		-			457,628			457,628

Balance, June 30, 2023		4,073,757	$	4,074	$	30,412,634		$	(21,365,992	)	$	9,050,716
Balance, September 30, 2023															4,073,757	$	4,074	$	30,528,090		$	(21,156,661	)	$	9,375,503

See Notes to these condensed consolidated financial statements

INTELLINETICS, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

	2023			2022
	For the Six Months Ended June 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022

Cash flows from operating activities:
Net income (loss)	$	248,297		$	(394,293	)	$	457,628		$	(176,757	)
Adjustments to reconcile net income (loss) to net cash used in / provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		467,521			318,221			715,259			524,070
Bad debt expense		27,528			2,327			59,485			22,370
Amortization of deferred financing costs		95,152			90,801			138,234			155,667
Amortization of debt discount		17,778			53,332			22,044			79,999
Amortization of right of use asset, financing		14,959			-
Amortization of right of use assets, financing								28,181			-
Stock issued for services		-			57,500			-			57,500
Stock option compensation		233,617			125,952			349,073			244,951
Change in fair value of earnout liabilities		-			116,505			-			144,999
Changes in operating assets and liabilities:
Accounts receivable		(233,431	)		370,617			(262,627	)		368,139
Accounts receivable, unbilled		(441,603	)		9,703			(681,390	)		(47,164	)
Parts and supplies		652			(8,442	)		(21,949	)		2,151
Prepaid expenses and other current assets		(27,999	)		(146,026	)		(71,609	)		(168,815	)
Accounts payable and accrued expenses		(22,062	)		64,641			13,251			45,403
Operating lease assets and liabilities, net		6,280			15,333			4,673			21,415
Deferred compensation		-			(50,414	)		-			(80,662	)
Deferred revenues		(686,320	)		(553,108	)		378,061			731,468
Total adjustments		(547,928	)		466,942			670,686			2,101,491
Net cash (used in) provided by operating activities		(299,631	)		72,649
Net cash provided by operating activities								1,128,314			1,924,734

Cash flows from investing activities:
Cash paid to acquire business, net		-			(6,383,269	)		-			(6,383,269	)
Capitalization of internal use software		(208,417	)		(171,205	)		(348,051	)		(315,148	)
Purchases of property and equipment		(82,684	)		(98,199	)		(84,002	)		(142,903	)
Net cash used in investing activities		(291,101	)		(6,652,673	)		(432,053	)		(6,841,320	)

Cash flows from financing activities:
Payment of earnout liabilities		(700,000	)		(1,018,333	)		(700,000	)		(1,018,333	)
Proceeds from issuance of common stock		-			5,740,758			-			5,740,758
Offering costs paid on issuance of common stock and notes		-			(746,342	)		-			(746,342	)
Proceeds from notes payable		-			2,364,500			-			2,364,500
Proceeds from notes payable - related parties		-			600,000			-			600,000
Principal payments on financing lease liability		(12,312	)		-			(23,167	)		-
Repayment of notes payable		(262,950	)		-			(980,450	)		-
Net cash (used in) provided by financing activities		(975,262	)		6,940,583			(1,703,617	)		6,940,583

Net (decrease) increase in cash		(1,565,994	)		360,559			(1,007,356	)		2,023,997
Cash - beginning of period		2,696,481			1,752,630			2,696,481			1,752,630
Cash - end of period	$	1,130,487		$	2,113,189		$	1,689,125		$	3,776,627

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	226,570		$	208,935		$	329,855		$	357,870
Cash paid during the period for income taxes	$	7,708		$	9,576		$	8,344		$	11,050

Supplemental disclosure of non-cash financing activities:
Discount on notes payable for warrants	$	-		$	169,900		$	-		$	169,900
Discount on notes payable - related parties for warrants		-			43,113			-			43,113
Warrants issued and extended for common stock issuance costs		-			412,500			-			412,500
Right-of-use asset obtained in exchange for finance lease liability								107,610			-

Supplemental disclosure of non-cash investing activities relating to business acquisitions:
Accounts receivable	$	-		$	68,380		$	-		$	68,380
Prepaid expenses		-			38,913			-			38,913
Property and equipment		-			30,018			-			30,018
Intangible assets		-			3,888,000			-			3,888,000
Goodwill		-			3,466,934			-			3,466,934
Accounts payable		-			(36,446	)		-			(36,446	)
Deferred revenues		-			(1,072,530	)		-			(1,072,530	)
Net assets acquired in acquisition		-			6,383,269			-			6,383,269
Cash used in business acquisition	$	-		$	6,383,269		$	-		$	6,383,269

See Notes to these condensed consolidated financial statements

INTELLINETICS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Business Organization and Nature of Operations

Intellinetics, Inc., formerly known as GlobalWise Investments, Inc., is a Nevada corporation incorporated in 1997, with two wholly-owned subsidiaries: Intellinetics, Inc., an Ohio corporation (“Intellinetics Ohio”), and Graphic Sciences, Inc., a Michigan corporation (“Graphic Sciences”). Intellinetics Ohio was incorporated in 1996, and on February 10, 2012, Intellinetics Ohio became our sole operating subsidiary as a result of a reverse merger and recapitalization. On March 2, 2020, we purchased all the outstanding capital stock of Graphic Sciences.

Our digital transformation products and services are provided through two reporting segments: Document Management and Document Conversion. Our Document Management segment, which includes the Yellow Folder, LLC (“Yellow Folder”) asset acquisition in April 2022 and the CEO Imaging Systems, Inc. (“CEO Image”) asset acquisition in April 2020, consists primarily of solutions involving our software platform, allowing customers to capture and manage their documents across operations such as scanned hard-copy documents and digital documents including those from Microsoft Office 365, digital images, audio, video and emails. Our Document Conversion segment, which includes and primarily consists of the Graphic Sciences acquisition, provides assistance to customers as a part of their overall document strategy to convert documents from one medium to another, predominantly paper to digital, including migration to our software solutions, as well as long-term storage and retrieval services. Our solutions create value for customers by making it easy to connect business-critical documents to the people who need them by making those documents easy to find and access, while also being secure and compliant with the customers’ audit requirements. Solutions are sold both directly to end-users and through resellers.

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”).

The financial statements presented in this Quarterly Report on Form 10-Q are unaudited. However, in the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, consisting solely of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in conformity with GAAP applicable to interim periods. The financial data and other financial information disclosed in these notes to the accompanying condensed consolidated financial statements are also unaudited. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to applicable rules and regulations thereunder.

Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2023 or any other future period.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC filed on March 27, 2023.

3. Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements accompanying these notes include the accounts of Intellinetics and the accounts of all its subsidiaries in which it holds a controlling interest. Under GAAP, consolidation is generally required for investments of more than ~~50%~~50% of the outstanding voting stock of an investee, except when control is not held by the majority owner. We have two subsidiaries: Intellinetics Ohio and Graphic Sciences. We consider the criteria established under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810, “Consolidations” in the consolidation process. All significant intercompany balances and transactions have been eliminated in consolidation.

Concentrations of Credit Risk

We maintain our cash with high credit quality financial institutions. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit.

We do not generally require collateral or other security to support customer receivables; however, we may require customers to provide retainers, up-front deposits or irrevocable letters-of-credit when considered necessary to mitigate credit risks. ~~We have established an allowance for~~The Company recognizes current estimated credit losses (“CECL”) for accounts receivable and accounts receivable-unbilled. The CECL for trade receivables are estimated based ~~upon facts surrounding~~on the trade receivable aging category, credit risk of specific customers, past collection history, and management’s evaluation of accounts receivable. Provisions for CECL are classified within selling, general and administrative costs.

Upon the adoption of FASB ASU No. 2016-13 (CECL model) effective January 1, 2023, Intellinetics, Inc. has revised its methodology for estimating expected credit losses on financial instruments, specifically trade receivables. This new model requires the recognition of lifetime expected credit losses at each reporting date, considering past events, current conditions, and reasonable forecasts. In assessing the credit quality of our portfolio, management utilizes a provision matrix that classifies trade receivables by customer type and age of receivable. Government and education sector receivables carry a low risk, while a higher risk is attributed to the remaining receivables as their aging progresses. For receivables with questionable collectability, a specific reserve is assigned. The estimated credit losses are a reflection of these factors, with the matrix applying percentages to the receivables based on their risk profile, adjusted for current and expected future ~~collections.~~conditions.

During the reporting period, the estimate of credit losses may change due to several factors including payment patterns of customers, changes in customer creditworthiness, and broader economic conditions. Such changes are captured in the financial statements to ensure they accurately reflect the company’s assessment of credit risk and expected losses at the end of each reporting period. Credit losses have been within management’s expectations. At ~~June~~September 30, 2023 and December 31, 2022, our allowance for credit losses was $~~114,219~~114,235 and $88,331, respectively.

Changes in the allowance for credit losses for the period ended Sep 30, 2023 were as follows:

Schedule of Allowance for Credit Losses

	Trade Receivables
As of December 31, 2022	$	(88,331	)
(Provisions) Reductions charged to operating results	$	(20,649	)
Accounts write-offs	$	1,640
As of March 31, 2023	$	(107,340	)
(Provisions) Reductions charged to operating results	$	(6,878	)
Accounts write-offs	$	0
As of June 30, 2023	$	(114,219	)
(Provisions) Reductions charged to operating results	$	(31,957	)
Accounts write-offs	$	31,941
As of September 30, 2023	$	(114,235	)

Contract balances

The following table present changes in our contract assets during the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:

Schedule of Changes in Contract Assets

Addition
Balance at from Balance at
Beginning acquisition Recognized End of
of Period (Note 4) Billings Revenue Period
Six months ended June 30, 2023
Accounts receivable $ 1,121,083 $ - $ 7,342,400 $ (7,136,497 ) $ 1,326,986

Six months ended June 30, 2022
Accounts receivable $ 1,176,059 $ 68,380 $ 5,604,581 $ (5,977,525 ) $ 871,495

			Addition
	Balance at		from										Balance at
	Beginning		acquisition							Recognized			End of
	of Period		(Note 4)					Billings		Revenue			Period
Nine months ended September 30, 2023
Accounts receivable	$	1,121,083	$	-	-	-	-	$	12,405,093	$	(12,201,951	)	$	1,324,225

Nine months ended September 30, 2022
Accounts receivable	$	1,176,059	$	68,380				$	10,715,024	$	(11,105,533	)	$	853,930

	Balance at Beginning of Period		Revenue Recognized in Advance of Billings		Billings			Balance at End of Period		Balance at Beginning of Period		Revenue Recognized in Advance of Billings		Billings			Balance at End of Period
Six months ended June 30, 2023
Nine months ended September 30, 2023
Accounts receivable, unbilled	$	596,410	$	2,703,932	$	(2,262,329	)	$	1,038,013	$	596,410	$	3,892,301	$	(3,210,911	)	$	1,277,800

Six months ended June 30, 2022
Nine months ended September 30, 2022
Accounts receivable, unbilled	$	444,782	$	1,501,726	$	(1,511,429	)	$	435,079	$	444,782	$	2,573,944	$	(2,526,780	)	$	491,946

	Balance at Beginning of Period		Commissions Paid		Commissions Recognized			Balance at End of Period		Balance at Beginning of Period		Commissions Paid		Commissions Recognized			Balance at End of Period
Six months ended June 30, 2023
Nine months ended September 30, 2023
Other contract assets	$	80,378	$	80,077	$	(63,985	)	$	96,470	$	80,378	$	157,265	$	(99,581	)	$	138,062

Six months ended June 30, 2022
Nine months ended September 30, 2022
Other contract assets	$	78,556	$	52,310	$	(29,708	)	$	101,158	$	78,556	$	102,321	$	(58,123	)	$	122,754

Deferred revenue

Amounts that have been invoiced are recognized in accounts receivable, deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenues typically relate to maintenance and software-as-a-service agreements which have been paid for by customers prior to the performance of those services, and payments received for professional services and license arrangements and software-as-a-service performance obligations that have been deferred until fulfilled under our revenue recognition policy.

Remaining performance obligations represent the transaction price from contracts for which work has not been performed or goods and services have not been delivered. We expect to recognize revenue on approximately ~~97%~~99% of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter. As of ~~June~~September 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations for software as a service and software maintenance contracts with a duration greater than one year was $~~59,499~~27,367. As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations for software as a service and software maintenance contracts with a duration greater than one year was $74,448. This does not include revenue related to performance obligations that are part of a contract whose original expected duration is one year or less.

The following table presents changes in our contract liabilities during the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:

Schedule of Contract Liability

Addition
Balance at from Balance at
Beginning acquisition Recognized End of
of Period (Note 4) Billings Revenue Period
Six months ended June 30, 2023
Contract liabilities: Deferred revenue $ 2,754,064 $ - $ 3,522,274 $ (4,208,594 ) $ 2,067,744

Six months ended June 30, 2022
Contract liabilities: Deferred revenue $ 1,194,649 $ 860,456 $ 3,166,205 $ (3,507,239 ) $ 1,714,071

			Addition
	Balance at		from							Balance at
	Beginning		acquisition				Recognized			End of
	of Period		(Note 4)		Billings		Revenue			Period
Nine months ended September 30, 2023
Contract liabilities: Deferred revenue	$	2,754,064	$	-	$	5,997,723	$	(5,619,662	)	$	3,132,125

Nine months ended September 30, 2022
Contract liabilities: Deferred revenue	$	1,194,649	$	860,456	$	5,560,018	$	(4,616,476	)	$	2,998,647

Leases

We have made an accounting policy election to not record a right-of-use asset and lease liability for short-term leases, which are defined as leases with a lease term of 12 months or less. Instead, the lease payments are recognized as rent expense in the general and administrative expenses on the statement of operations.

Software Development Costs

We design, develop, test, market, license, and support new software products and enhancements of current products. We continuously monitor our software products and enhancements to remain compatible with standard platforms and file formats. In accordance with ASC 985-20 “Costs of Software to be Sold, Leased or Otherwise Marketed,” we expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Once technological feasibility has been established, certain software development costs incurred during the application development stage are eligible for capitalization. Based on our software development process, technical feasibility is established upon completion of a working model. Technological feasibility is typically reached shortly before the release of such products. No such costs were capitalized during the ~~six-month~~nine-month period 2023. Such costs in the ~~amount~~amounts of $0 and $43,771 were capitalized during the three and ~~six-month~~nine-month period 2022.

In accordance with ASC 350-40, “Internal-Use Software,” we capitalize purchase and implementation costs of internal use software. Once an application has reached development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. We also capitalize costs related to specific upgrades and enhancements when it is probable that the expenditure will result in additional functionality. Such costs in the amount of $~~96,209~~139,633 and $~~208,417~~348,051 were capitalized during the three and ~~six~~nine months ended ~~June~~September 30, 2023. Such costs in the amount of $~~98,037~~143,943 and $~~127,434~~315,148 were capitalized during the three and ~~six~~nine months ended ~~June~~September 30, 2022.

Capitalized costs are stated at cost less accumulated amortization. Amortization is computed over the estimated useful lives of the related assets on a straight-line basis, which is three years. At ~~June~~September 30, 2023 and December 31, 2022, our condensed consolidated balance sheets included $~~525,337~~609,399 and $402,673, respectively, in other long-term assets.

For the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, our expensed software development costs were $~~140,003~~120,830 and $~~271,746~~392,576, respectively, and $~~62,208~~42,852 and $~~114,959~~157,811, respectively.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13 “Credit Losses - Measurement of Credit Losses on Financial Instruments.” ASU No. 2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts receivable and held-to-maturity marketable securities, by replacing today’s “incurred loss” approach with an “expected loss” model under which allowances will be recognized based on expected rather than incurred losses. ASU No. 2016-13 became effective for us in the first quarter of 2023. The adoption of ASU No. 2016-13 resulted in an initial reduction in the allowance for doubtful accounts of $11,662, and the current calculation is reflected in the accompanying condensed consolidated financial statements.

Advertising

We expense the cost of advertising as incurred. Advertising expense for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 amounted to $~~6,123~~7,853 and $~~12,243~~20,096, respectively, and $~~9,052~~10,371 and $~~9,500~~19,871, respectively.

Earnings (Loss) Per Share

Basic income or loss per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted income or loss per share is computed by dividing net income or loss by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. Diluted earnings per share exclude all diluted potential shares if their effect is anti-dilutive, including warrants or options which are out-of-the-money and for those periods with a net loss.

We have outstanding warrants and stock options which have not been included in the calculation of diluted net loss per share for the ~~three and six~~nine months ended ~~June~~September 30, ~~2023 and~~ 2022 because to do so would be anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss per share for ~~each~~that period are the same.

Income Taxes

We file a consolidated federal income tax return with our subsidiaries. The provision for income taxes is computed by applying statutory rates to income before taxes.

Deferred income taxes are recognized for the tax consequences in future years of temporary differences between the financial reporting and tax bases of assets and liabilities as of each period-end based on enacted tax laws and statutory rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A 100% valuation allowance has been established on deferred tax assets at ~~June~~September 30, 2023 and December 31, 2022, due to the uncertainty of our ability to realize future taxable income.

We account for uncertainty in income taxes in our financial statements as required under ASC 740, “Income Taxes.” The standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition accounting. Management determined there were no material uncertain positions taken by us in our tax returns.

Segment Information

Operating segments are defined in the criteria established under ASC 280, “Segment Reporting,” as components of public entities that engage in business activities from which they may earn revenues and incur expenses for which separate financial information is available and which is evaluated regularly by our chief operating decision maker (“CODM”) in deciding how to assess performance and allocate resources. Our CODM assesses performance and allocates resources based on two operating segments: Document Management and Document Conversion. These segments contain individual business components that have been combined on the basis of common management, customers, solutions offered, service processes and other economic characteristics. We currently have immaterial intersegment sales. We evaluate the performance of our segments based on gross profits.

The Document Management Segment provides cloud-based and premise-based content services software. Its modular suite of solutions complements existing operating and accounting systems to serve a mission-critical role for organizations to make content secure, compliant, and process-ready. This segment conducts its primary operations in the United States. Markets served include highly regulated, risk and compliance-intensive markets in healthcare, K-12 education, public safety, other public sector, risk management, financial services, and others. Solutions are sold both directly to end-users and through resellers.

The Document Conversion Segment provides services for scanning and indexing, converting images from paper to digital, paper to microfilm, and microfiche to microfilm, as well as long-term physical document storage and retrieval. This segment conducts its primary operations in the United States. Markets served include businesses and federal, county, and municipal governments. Solutions are sold both directly to end-users and through a reseller distributor.

Information by operating segment is as follows:

Schedule of Segment Information

	2022		2021		2022		2021		2023		2022		2023		2022
	For the three months ended June 30,				For the six months ended June 30,				For the three months ended September 30,				For the nine months ended September 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Revenues
Document Management	$	1,879,369	$	1,572,854	$	3,705,103	$	2,487,804	$	1,871,395	$	1,693,128	$	5,549,194	$	4,180,931
Document Conversion		2,379,061		1,842,789		4,740,160		3,631,351		2,377,034		2,166,499		7,144,498		5,797,851
Total revenues	$	4,258,430	$	3,415,643	$	8,445,263	$	6,119,155	$	4,248,429	$	3,859,627	$	12,693,692	$	9,978,782

Gross profit
Document Management	$	1,536,385	$	1,326,345	$	3,053,746	$	2,012,823	$	1,590,314	$	1,427,696	$	4,639,866	$	3,488,947
Document Conversion		1,054,048		862,673		2,182,526		1,808,032		1,015,277		1,078,489		3,201,997		2,838,093
Total gross profit	$	2,590,433	$	2,189,018	$	5,236,272	$	3,820,855	$	2,605,591	$	2,506,185	$	7,841,863	$	6,327,040

Capital additions, net
Document Management	$	96,209	$	144,717	$	212,250	$	175,801	$	140,952	$	145,581	$	353,202	$	321,382
Document Conversion		60,323		39,244		78,851		93,600		-		43,069		78,851		136,669
Total capital additions, net	$	156,532	$	183,961	$	291,101	$	269,401	$	140,952	$	188,650	$	432,053	$	458,051

	June 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022
Goodwill
Document Management	$	3,989,645	$	3,989,645	$	3,989,645	$	3,989,645
Document Conversion		1,800,176		1,800,176		1,800,176		1,800,176
Total goodwill	$	5,789,821	$	5,789,821	$	5,789,821	$	5,789,821

	June 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022
Total assets
Document Management	$	9,706,315	$	10,284,183	$	10,254,349	$	10,284,183
Document Conversion		8,880,771		9,658,959		8,972,071		9,658,959
Total assets	$	18,587,086	$	19,943,142	$	19,226,420	$	19,943,142

Statement of Cash Flows

For purposes of reporting cash flows, cash includes cash on hand and demand deposits held by banks.

Reclassifications

Certain amounts reported in prior filings of the condensed consolidated financial statements have been reclassified to conform to current presentation.

4. Business Combinations

On April 1, 2022, we entered into an asset purchase agreement to acquire substantially all of the assets of Yellow Folder. The acquisition was accounted for in accordance with GAAP and was made to expand our market share in the digital transformation industry and due to synergies of product lines and services between the Companies.

The purchase price has been preliminarily allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities at the date of acquisitions as follows:

Schedule of Fair ~~Value~~value of Assets Acquired and Liabilities Assumed

Assets acquired:
Accounts receivable	$	68,380
Prepaid expenses		38,913
Property and equipment		30,018
Intangible assets (see Note 5)		3,888,000
Assets		4,025,311
Liabilities assumed:
Accounts payable		36,446
Deferred revenue		1,072,530
Liabilities		1,108,976

Total identifiable net assets		2,916,335

Purchase price		6,383,269

Goodwill - Excess of purchase price over fair value of net assets acquired	$	3,466,934

The purchase price of $6,383,269 was paid in cash. Goodwill in the amount of $3,466,934 was recognized in the acquisition of Yellow Folder and is attributable to the cash flows of the business derived from our potential to outperform the market due to its existing relationship and other synergies created within the Company.

The following unaudited pro forma information presents a summary of the condensed consolidated results of operations for the Company as if the acquisition of Yellow Folder had occurred on January 1, 2022.

Schedule of Pro Forma Information

June 30, 2023 June 30, 2022
For the three months ended
(unaudited) (unaudited)
June 30, 2023 June 30, 2022
Total revenues $ 4,258,430 $ 3,415,643

Net income (loss) $ 135,734 $ (374,167 )

Basic and diluted net income (loss) per share $ 0.03 $ (0.09 )
Basic net income (loss) per share $ 0.03 $ (0.09 )

	September 30, 2023		September 30, 2022
	For the three months ended
	(unaudited)		(unaudited)
	September 30, 2023		September 30, 2022
Total revenues	$	4,248,429	$	3,859,627

Net income	$	209,331	$	217,536

Basic net income per share	$	0.05	$	0.05
Diluted net income per share	$	0.05	$	0.05

	June 30, 2023		June 30, 2022			September 30, 2023		September 30, 2022
	For the six months ended					For the nine months ended
	(unaudited)		(unaudited)			(unaudited)		(unaudited)
	June 30, 2023		June 30, 2022			September 30, 2023		September 30, 2022
Total revenues	$	8,445,263	$	6,897,007		$	12,693,692	$	10,756,634

Net (loss) income	$	248,297	$	(359,777	)	$	457,628	$	(142,241	)

Basic and diluted net income (loss) per share	$	0.06	$	(0.09	)
Basic net income (loss) per share	$	0.06	$	(0.09	)	$	0.11	$	(0.03	)
Diluted net income (loss) per share						$	0.10		(0.03	)

The unaudited pro forma condensed consolidated results are based on our historical financial statements and those of Yellow Folder and do not necessarily indicate the results of operations that would have resulted had the acquisition actually been completed at the beginning of the applicable period presented. The pro forma financial information assumes that the companies were combined as of January 1, 2022.

The following tables present the amounts of revenue and earnings of Yellow Folder since the acquisition date included in the condensed consolidated income statement for the reporting periods.

	For the		For the
	three months ended		nine months ended
	September 30, 2023		September 30, 2023
Yellow Folder:
Total revenues	$	968,870	$	2,707,764
Net income	$	181,332	$	452,443

	For the		For the
	three months ended		six months ended
	June 30, 2023		June 30, 2023		For the three months ended September 30, 2022		For the nine months ended September 30, 2022
Yellow Folder:
Total revenues	$	864,331	$	1,738,893	$	829,856	$	1,620,224
Net income	$	85,408	$	271,111	$	178,973	$	375,531

For the
three months ended
June 30, 2022 For the
six months ended
June 30, 2022
Yellow Folder:
Total revenues $ 790,368 $ 790,368
Net income $ 196,559 $ 196,559
Net income (loss) $ 196,559 $ 196,559

5. Intangible Assets ~~Net~~

At ~~June~~September 30, 2023, intangible assets consisted of the following:

Schedule of Intangible Assets

	Estimated			Accumulated					Estimated			Accumulated
	Useful Life	Costs		Amortization			Net		Useful Life	Costs		Amortization			Net
Trade names	10 years	$	297,000	$	(61,917	)	$	235,083	10 years	$	297,000	$	(69,343	)	$	227,657
Proprietary technology	10 years		861,000		(107,625	)		753,375	10 years		861,000		(129,150	)		731,850
Customer relationships	5-15 years		4,091,000		(914,966	)		3,176,034	5-15 years		4,091,000		(1,013,592	)		3,077,408
		$	5,249,000	$	(1,084,508	)	$	4,164,492		$	5,249,000	$	(1,212,085	)	$	4,036,915

At December 31, 2022, intangible assets consisted of the following:

	Estimated			Accumulated
	Useful Life	Costs		Amortization			Net
Trade names	10 years	$	297,000	$	(47,067	)	$	249,933
Proprietary technology	10 years		861,000		(64,575	)		796,425
Customer relationships	5-15 years		4,091,000		(717,712	)		3,373,288
		$	5,249,000	$	(829,354	)	$	4,419,646

Amortization expense for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022, amounted to $127,577 and $~~255,154~~382,731, respectively, and $127,577 and $~~181,696~~309,273, respectively. The following table represents future amortization expense for intangible assets subject to amortization.

Schedule of Amortization Expense for Intangible Assets

For the Twelve Months Ending June 30,	Amount
For the Twelve Months Ending September 30,			Amount
2024	$	510,308	$	510,308
2025		505,941		499,391
2026		431,441		391,941
2027		326,108		326,108
2028		319,316		314,223
Thereafter		2,071,378		1,994,944
Intangible assets	$	4,164,492	$	4,036,915

6. Fair Value Measurements

We paid our final earnout liability in January 2023 and as of ~~June~~September 30, 2023, we have no earnout liabilities remaining. As of December 31, 2022 we had earnout liabilities related to one of our two 2020 acquisitions which were measured on a recurring basis and recorded at fair value, measured using probability-weighted analysis and discounted using a rate that appropriately captures the risks associated with the obligation. The inputs used to calculate the fair value of the earnout liabilities were considered to be Level 3 inputs due to the lack of relevant market activity and significant management judgment. Key unobservable inputs included revenue growth rates, which ranged from 0% to 7%, and volatility rates, which were 20% for gross profits.

The following table provides a summary of the changes in fair value of the earnout liabilities for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:

Summary of Changes in Fair ~~Value~~value of Earnout Liabilities

	June 30, 2023			Nine months ended September 30, 2023
Fair value at December 31, 2022	$	700,000		$	700,000
Fair value, beginning balance	$	700,000
Fair value. beginning balance				$	700,000
Payments		(700,000	)		(700,000	)
Change in fair value
Fair value at June 30, 2023	$	-
Fair value, ending balance	$	-
Fair value at September 30, 2023				$	-
Fair value , ending balance				$	-

	Six months
	ended			Nine months ended
	June 30, 2022			September 30, 2022
Fair value at December 31, 2021	$	1,630,681		$	1,630,681
Fair value, beginning balance	$	1,630,681		$	1,630,681
Payment		(1,018,333	)		(1,018,333	)
Change in fair value		116,505			144,999
Fair value at June 30, 2022	$	728,853
Fair value, ending balance	$	728,853
Fair value at September 30, 2022				$	757,347
Fair value , ending balance				$	757,347

The fair values of earnout liabilities amounts owed were recorded in current liabilities in our condensed consolidated balance sheet as of December 31, 2022. Changes in fair value are recorded in change in fair value of earnout liabilities in our condensed consolidated statements of operations.

7. Property and Equipment

Property and equipment are comprised of the following:

Schedule of Property and Equipment

	June 30, 2023			December 31, 2022			September 30, 2023			December 31, 2022
Computer hardware and purchased software	$	1,661,438		$	1,595,652		$	1,662,756		$	1,595,652
Leasehold improvements		395,919			395,918			395,919			395,918
Furniture and fixtures		71,325			71,325			71,325			71,325
Property and equipment, gross		2,128,682			2,062,895			2,130,000			2,062,895
Less: accumulated depreciation		(1,103,906	)		(994,189	)		(1,168,496	)		(994,189	)
Property and equipment, net	$	1,024,776		$	1,068,706		$	961,504		$	1,068,706

Total depreciation expense on our property and equipment for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 amounted to $~~64,675~~64,590 and $~~126,614~~191,204, respectively, and $~~67,699~~66,286 and $~~127,691~~193,977, respectively.

8. Notes Payable – Unrelated Parties

Summary of Notes Payable to Unrelated Parties

The tables below summarize all notes payable at ~~June~~September 30, 2023 and December 31, 2022, respectively, with the exception of related party notes disclosed in Note 9 “Notes Payable - Related Parties.”

Schedule of Notes Payable

	June 30, 2023			December 31, 2022			September 30, 2023			December 31, 2022
2022 Unrelated Notes	$	2,364,500		$	2,364,500		$	2,364,500		$	2,364,500
2020 Notes		717,500			980,450			-			980,450
Total notes payable	$	3,082,000		$	3,344,950		$	2,364,500		$	3,344,950
Less unamortized debt issuance costs		(221,511	)		(300,904	)		(186,310	)		(300,904	)
Less unamortized debt discount		(4,267	)		(22,045	)		-			(22,045	)
Less current portion		(709,083	)		(936,966	)		-			(936,966	)
Long-term portion of notes payable	$	2,147,139		$	2,085,035		$	2,178,190		$	2,085,035

Subordinated Notes Payable

Issue Date

Interest Rate

Interest Due

Principal Due

2022 Unrelated Notes

April 1, 2022

~~Quarterly~~12

Quarterly

March 30, 2025

~~2020 Notes~~

~~March 2, 2020~~

~~Quarterly~~

~~August 31, 2023~~

Future minimum principal payments of the Notes Payable to Unrelated Parties are as follows:

Schedule of Future Minimum Principal Payments of Notes ~~Payable~~payable

As of June 30,	Amount
2024	$	717,500
As of September 30,			Amount
2025		2,364,500	$	2,364,500
Total	$	3,082,000	$	2,364,500

As of ~~June~~September 30, 2023 and December 31, 2022, accrued interest for these notes payable with the exception of the related party notes in Note 9, “Notes Payable - Related Parties,” was $0. As of ~~June~~September 30, 2023 and December 31, 2022, unamortized deferred financing costs and unamortized debt discount were reflected within short and long term liabilities on the condensed consolidated balance sheets, netted with the corresponding notes payable balance.

With respect to all notes outstanding (other than the notes to related parties), interest expense, including the amortization of debt issuance costs and debt discount, for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 was $~~136,136~~ 124,753and $~~287,741~~412,494, respectively, and $~~214,589~~214,587 and $~~327,190~~541,777, respectively.

We recognized a debt discount of $320,000 for 80,000 shares issued in conjunction with the 2020 Notes. The amortization of the debt discount, which will be recognized over the life of the 2020 Notes as interest expense, for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 was $~~6,400~~4,267 and $~~17,778~~22,044, and $26,667 and $~~53,333~~79,999, respectively.

9. Notes Payable - Related Parties

Summary of Notes Payable to Related Parties

The tables below summarize all notes payable to related parties at ~~June~~September 30, 2023 and December 31, 2022:

Schedule of Notes Payable

	June 30, 2023			December 31, 2022			September 30, 2023			December 31, 2022
Notes payable – “2022 Related Note”	$	600,000		$	600,000		$	600,000		$	600,000
Notes payable – “2022 Related Note”	$	600,000		$	600,000

Less unamortized debt issuance costs		(55,157	)		(70,916	)		(47,277	)		(70,916	)
Long-term portion of notes payable	$	544,843		$	529,084		$	552,723		$	529,084

Subordinated Notes Payable

Issue Date

Interest Rate

Interest Due

Principal Due

2022 Related Note

April 1, 2022

~~Quarterly~~12

Quarterly

March 30, 2025

Future minimum principal payments of the 2022 Notes to related parties are as follows:

Schedule of Future Minimum Principal Payments of Notes Payable

As of June 30,	Amount
As of September 30,			Amount
2025	$	600,000	$	600,000
Total	$	600,000	$	600,000

As of ~~June~~September 30, 2023 and December 31, 2022, accrued interest for these notes payable – related parties was $0. As of ~~June~~September 30, 2023 and December 31, 2022, unamortized deferred financing costs and unamortized debt discount were reflected within long term liabilities on the condensed consolidated balance sheets.

With respect to all notes payable – related parties outstanding, interest expense, including the amortization of debt issuance costs, for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 was $25,879 and $77,638, and $25,880and $51,759, respectively. ~~For the three and six months ended June 30, 2022 interest expense in connection with notes payable – related parties was $25,879~~.

10. Deferred Compensation

Pursuant to an employment agreement, we had accrued incentive cash compensation for one of our founders which was fully paid as of December 31, 2022. During the three and ~~six~~nine months ended ~~June~~September 30, 2022, we paid $30,248 and $~~50,414~~80,662, respectively, in deferred incentive compensation, which amount was reflected as a reduction in our deferred compensation liability.

11. Commitments and Contingencies

From time to time we are involved in legal proceedings, claims and litigation related to employee claims, contractual disputes and taxes in the ordinary course of business. Although we cannot predict the outcome of such matters, currently we have no reason to believe the disposition of any current matter could reasonably be expected to have a material adverse impact on our financial position, results of operations or the ability to carry on any of our business activities.

Operating Leases

For each of the below listed leases, management has determined it will utilize the base rental period and have not considered any renewal periods.

Schedule of Operating ~~Leases~~Lease

Location	Square Feet		Monthly Rent		Lease Expiry
Columbus, OH		6,000	$	5,100	December 31, 2028
Madison Heights, MI		36,000	$	43,185	August 31, 2026
Sterling Heights, MI		37,000	$	21,072	April 30, 2028
Traverse City, MI		5,200	$	4,500	January 31, 2024

Temporary space
Madison Heights, MI		3,200	$	1,605	month to month

Vehicles
various		n/a	$	2,708	September 30, 2028

The following table sets forth the future minimum lease payments under our leases:

Schedule of Future Rental ~~Payments~~Payment for Operating ~~Leases~~Lease

For the twelve months ending June 30,	Finance Lease		Operating Leases
For the twelve months ending September 30,					Finance Leases			Operating Leases
2024	$	41,259	$	930,559	$	67,358		$	916,353
2025		41,259		891,357		67,358			892,047
2026		41,259		901,152		63,306			855,585
2027		41,259		443,008		49,500			353,662
2028		39,243		311,010		37,228			238,947
Thereafter		8,299		35,100		-			17,550
Less Imputed Interest		(38,395)		(488,818)		(47,094	)		(429,243	)
Less Short-term lease payments				(4,813)		-			(4,814	)
	$	174,183	$	3,018,555
Total					$	237,656		$	2,840,087

The following table summarizes the components of lease expense:

Summary of Components of Lease Expense

For the three months ending June 30,	2023		2022
For the three months ending September 30,					2023		2022
Finance lease expense:
Amortization of ROU asset	$	8,252	$	-	$	13,221	$	-
Interest on lease liabilities		3,594		-		5,036		-
Operating lease expense		238,864		238,487		238,864		243,301
Short-term lease expense		4,814		4,814		4,814		4,814

For the six months ending June 30,	2023		2022
For the nine months ending September 30,					2023		2022
Finance lease expense:
Amortization of ROU asset	$	14,959	$	-	$	28,181	$	-
Interest on lease liabilities		6,426		-		11,462		-
Operating lease expense		476,312		476,975		715,176		729,902
Short-term lease expense		9,627		9,627		14,441		14,441

The following tables set forth additional information pertaining to our leases:

Schedule of Additional Information Pertaining to Leases

For the six months ending June 30,	2023			2022
For the nine months ending September 30,							2023			2022
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from finance leases (interest)	$	6,426		$	-		$	11,462		$	-
Financing cash flows from finance leases (principal)		12,312			-			23,167			-
Operating cash flows from operating leases		348,284			307,471			531,567			318,030
Weighted average remaining lease term – finance leases		5.2 years			-			4.4 years			-
Weighted average remaining lease term – operating leases		4.0 years			4.9 years			3.8 years			4.7 years
Weighted average discount rate – finance leases		8.25	%		-			8.88	%		-
Weighted average discount rate – operating leases		6.95	%		7.01	%		6.93	%		6.99	%

Schedule of Operating and Finance Leases

	June 30, 2023			December 31, 2022			September 30, 2023			December 31, 2022
Operating leases:
Right-of-use assets, operating	$	2,895,784		$	3,200,191		$	2,716,512		$	3,200,191
Lease liabilities, operating – current		711,229			692,074			713,638			692,074
Lease liabilities, operating – net of current		2,307,326			2,624,608			2,126,449			2,624,608
Total operating lease liabilities	$	3,018,555		$	3,316,682		$	2,840,087		$	3,316,682

Finance leases:
Right-of-use asset, finance	$	191,862		$	160,990		$	261,892		$	160,990
Accumulated amortization		(21,668	)		(6,708	)		(28,181	)		(6,708	)
Right-of-use asset, finance, net	$	170,194		$	154,282		$	233,711		$	154,282

Lease liability, finance – current	$	28,303		$	22,493
Lease liability, finance – net of current		145,880			133,131
Lease liabilities, finance – current							$	48,802		$	22,493
Lease liabilities, finance – net of current								188,854			133,131
Total finance lease liability	$	174,183		$	155,624		$	237,656		$	155,624

12. Stockholders’ Equity

Common Stock

As of ~~June~~September 30, 2023, 4,073,757 shares of common stock were issued and outstanding, 255,958 shares of common stock were reserved for issuance upon the exercise of outstanding warrants, and 497,330 shares of common stock were reserved for issuance under our 2015 Equity Incentive Plan, as amended (the “2015 Plan”).

The following table describes the shares and warrants issued as part of our 2022 and 2020 private placements:

Schedule of Shares and Warrants Issued

Issuance of Common Stock	Issue Date	Shares Issued		Price per share		Warrants Issued		Warrant Exercise Price		Warrant Fair Value
Private Placement 2022	April 1, 2022		1,242,588	$	4.62		124,258	$	4.62	$	3.91
Private Placement 2020	March 2, 2020		955,000	$	4.00		95,500	$	4.00	$	3.90

Amortization of the debt issuance costs for the Private Placement 2020 offering was recorded at $~~6,224~~ 4,150and $~~17,290~~ 21,439for the three and ~~six~~nine months ended ~~June~~September 30, 2023, and at $25,935and $~~51,869~~ 77,804for the three and ~~six~~nine months ended ~~June~~September 30, 2022.

Warrants

The following sets forth the warrants to purchase our common stock that were outstanding as of ~~June~~September 30, 2023:

Schedule of Warrants to Purchase Common Stock

Warrants Outstanding Warrant Exercise Price Warranty Expiry
124,258 $ 4.62 March 30, 2027
95,500 $ 4.00 March 30, 2027
16,000 $ 9.00 March 30, 2027
17,200 $ 12.50 March 30, 2027
3,000 $ 15.00 March 30, 2027

Warrants Outstanding	Warrant Exercise Price		Warranty Expiry
124,258	$	4.62	March 30, 2027
95,500	$	4.00	March 30, 2027
16,000	$	9.00	March 30, 2027
17,200	$	12.50	March 30, 2027
3,000	$	15.00	March 30, 2027

The estimated value of the warrants issued during the ~~six~~nine months ended ~~June~~September 30, 2022, as well as the assumptions that were used in calculating such values, were based on estimates at the issuance date in the table below.

Schedule of Estimated Values of Warrants Valuation Assumptions

	Warrants Issued
	April 1, 2022
Risk-free interest rate		2.55	%
Weighted average expected term		5 years
Expected volatility		116.32	%
Expected dividend yield		0.00	%

13. Stock-Based Compensation

From time to time, we issue stock options and restricted stock as compensation for services rendered by our directors and employees.

Restricted Stock

On January 6, 2022, we issued 8,097 shares of restricted common stock to our directors as part of their annual compensation plan. The grants of restricted common stock were made outside the 2015 Plan and were not subject to vesting. Stock compensation of $57,500 was recorded on the issuance of the common stock for the ~~six~~nine months ended ~~June~~September 30, 2022.

Stock Options

We did not make any stock option grants during the ~~six~~nine months ended ~~June~~September 30, 2023. On April 14, 2022, we granted employees stock options to purchase 220,587 shares at an exercise price of $6.08 per share in accordance with the 2015 Plan, with vesting continuing until 2025. The total fair value of $1,152,470 for these stock options is being recognized over the requisite service period.

The weighted-average grant date fair value of options granted during the three and ~~six~~nine months ended ~~June~~September 30, 2022 was $~~5.22~~.$5.22. The weighted average assumptions that were used in calculating such values during the ~~six~~nine months ended ~~June~~September 30, 2022, as well as the assumptions that were used in calculating such values, were based on estimates at the grant date in the table as follows:

Schedule of Estimated Values of Stock Option Grants Valuation Assumptions

	Grant Date
	April 1, 2022
Risk-free interest rate		~~2.82~~	2.82	%
Weighted average expected term		6 years
Expected volatility		~~116.60~~	116.60	%
Expected dividend yield		~~0.00~~	0.00	%

A summary of stock option activity during the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 is as follows:

Schedule of Stock Option Activity

						Weighted-									Weighted-
				Weighted-		Average							Weighted-		Average
	Shares			Average		Remaining		Aggregate					Average		Remaining		Aggregate
	Under			Exercise		Contractual		Intrinsic		Shares			Exercise		Contractual		Intrinsic
	Option			Price		Life		Value		Under Option			Price		Life		Value
Outstanding at January 1, 2023		365,447		$	5.89		8 years	$	19,200		365,447		$	5.89		8 years	$	19,200
Granted		220,587			6.08						220,587			6.08
Forfeited		(5,000	)		4.00						(7,560	)		15.34				(19,200	)
Outstanding at June 30, 2023		360,447		$	5.92		8 years	$	19,200
Outstanding at September 30, 2023											357,887		$	5.69		8 years	$	-

Exercisable at June, 2023		165,654		$	6.32		7 years	$	19,200
Exercisable at September 30, 2023											186,594		$	5.60		7 years	$	-

					Weighted-								Weighted-
			Weighted-		Average						Weighted-		Average
	Shares		Average		Remaining		Aggregate				Average		Remaining		Aggregate
	Under		Exercise		Contractual		Intrinsic		Shares		Exercise		Contractual		Intrinsic
	Option		Price		Life		Value		Under Option		Price		Life		Value
Outstanding at January 1, 2022		144,860	$	5.61		8 years	$	19,200		144,860	$	5.61		8 years	$	19,200
Granted		220,587		6.08						220,587		6.08
Outstanding at June 30, 2022		365,447	$	5.89		9 years	$	19,200
Outstanding at September 30, 2022										365,447	$	5.89		9 years	$	19,200

Exercisable at June 30, 2022		68,335	$	7.32		7 years	$	19,200
Exercisable at September 30, 2022										93,085	$	6.44		7 years	$	19,200

During the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, stock-based compensation for options was $115,456and $~~233,618~~349,073, respectively, and $~~22,960~~118,999 and $~~102,992~~244,951, respectively.

As of ~~June~~September 30, 2023 and December 31, 2022, there were $~~778,893~~663,437 and $1,019,140, respectively, of total unrecognized compensation costs related to stock options granted under our stock option agreements. The unrecognized compensation cost is expected to be recognized over a weighted-average period of two years. The total fair value of stock options that vested during the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 was $~~390,221~~467,771 and $~~10,238~~91,913, respectively.

14. Concentrations

Revenues from a limited number of customers have accounted for a substantial percentage of our total revenues. During the three months ended ~~June~~September 30, 2023 and 2022, our largest customer, the State of Michigan, accounted for 3631% and 35~~%, respectively, of our total revenues, and our second largest customer, Rocket Mortgage, accounted for~~ 5~~% and~~ 637%, respectively, of our total revenues. For the three months ended September 30, 2023 our second largest customer, Lansing Schools, accounted for 5% of our total revenues. During the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, our largest customer, the State of Michigan, accounted for 3534% and 37%, respectively, of our total revenues, and our second largest customer, Rocket Mortgage, accounted for 5% and 87%, respectively, of our total revenues.

For the three months ended ~~June~~September 30, 2023 and 2022, government contracts, including K-12 education, represented approximately 82% and 78% respectively, of our net revenues. For the nine months ended September 30, 2023 and 2022, government contracts, including K-12 education, represented approximately 79% and 77~~%, respectively, of our net revenues. For the six months ended June 30, 2023 and 2022, government contracts, including K-12 education, represented approximately~~ 76~~% and~~ 72%, respectively, of our net revenues. A significant portion of our sales to resellers represent ultimate sales to government agencies.

As of ~~June~~September 30, 2023, accounts receivable concentrations from our two largest customers were 3729% and 104% of our gross accounts receivable, respectively by customer. Accounts receivable balances from our two largest customers at ~~June~~September 30, 2023 have been partially collected. As of December 31, 2022, accounts receivable concentrations from our two largest customers were 44% and 7% of gross accounts receivable, respectively by customer.

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial conditions and results of operations should be read together with our condensed consolidated financial statements and notes thereto included in Part I, Item 1, “Financial Statements,” of this Quarterly Report on Form 10-Q, and with the condensed consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods. Any forward-looking statements in this discussion and analysis should be read in conjunction with the information set forth in “Note Regarding Forward-Looking Statements” elsewhere herein. In this Quarterly Report, we sometimes refer to the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2023 as the ~~second~~third quarter 2023 and the ~~six-month~~nine-month period 2023 respectively, and to the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2022 as the ~~second~~third quarter 2022 and the ~~six-month~~nine-month period 2022.

Company Overview

We are a document services and software solutions company serving both the small-to-medium business and governmental sectors with their digital transformation and process automation initiatives. On April 1, 2022, we made a significant business acquisition that has significantly impacted our financial operations and grown our business operations. For further information about this acquisition, please see Note 4 to our condensed consolidated financial statements included in Item 1, Part I of this Quarterly Report.

Our digital transformation products and services are provided through two reporting segments: Document Management and Document Conversion. Our Document Management segment, which includes the Yellow Folder, LLC (“Yellow Folder”) asset acquisition in April 2022, consists primarily of solutions involving our software platform, allowing customers to capture and manage their documents across operations such as scanned hard-copy documents and digital documents including those from Microsoft Office 365, digital images, audio, video and emails. Our Document Conversion segment provides assistance to customers as a part of their overall document strategy to convert documents from one medium to another, predominantly paper to digital, including migration to our software solutions, as well as long-term storage and retrieval services. Our solutions create value for customers by making it easy to connect business-critical documents to the people who need them by making those documents easy to find and access, while also being secure and compliant with the customers’ audit requirements. Solutions are sold both directly to end-users and through resellers.

Our customers use our software by one of two methods: purchasing our software and installing it onto their own equipment, which we refer to as a “premise” model, or licensing and accessing our platform via the Internet, which we refer to as a “software as a service” or “SaaS” model and also as a “cloud-based” model. Licensing of our software through our SaaS model has become increasingly popular among our customers, especially in light of the increased deployment of remote workforce policies, and is a key ingredient in our revenue growth strategy. Our SaaS products are hosted with Amazon Web Services, Expedient, and Evocative, providing our customers with reliable hosting services that we believe are consistent with industry best practices in data security and performance.

We operate a U.S.-based business with concentrated sales to the State of Michigan for our Document Conversion segment, complemented by our diverse set of document management software solutions and services. We hold or compete for leading positions regionally in select markets and attribute this leadership to several factors including the strength of our brand name and reputation, our comprehensive offering of innovative solutions, and the quality of our service support. Net growth in sales of software as a service in recent years reflects market demand for these solutions over traditional sales of on-premise software. We expect to continue to benefit from our select niche leadership market positions, innovative product offering, growing customer base, and the impact of our sales and marketing programs. Examples of these programs include identifying and investing in growth and expanded market penetration opportunities, more effective products and services pricing strategies, demonstrating superior value to customers, increasing our sales force effectiveness through improved guidance and measurement, and continuing to optimize our lead generation and lead nurturing processes.

For further information about our consolidated revenue and earnings, please see our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

How We Evaluate our Business Performance and Opportunities

There has been no material change during the ~~six-month~~nine-month period 2023 to the major qualitative and quantitative factors we consider in the evaluation of our operating results as set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — How We Evaluate our Business Performance and Opportunities” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Executive Overview of Results

The biggest factors in the changes in our results of operations during the ~~six-month~~nine-month period 2023 compared to the ~~six-month~~nine-month period 2022 was our acquisition of Yellow Folder on April 1, 2022. Our results for the ~~second~~third quarter and ~~six-month~~nine-month period 2023 include the results of Yellow Folder operations for the full periods reported, while our ~~six-month~~nine-month period 2022 results include only the second and third quarter results of Yellow Folder operations. Our strong professional services performance, driven by an increase in Document Conversion project work, was not impacted meaningfully by the acquisition of Yellow Folder, and the ~~second~~third quarter 2023 continued our strong ~~first quarter~~2023 growth, at ~~over 40%~~33% for the ~~six-month~~nine-month period 2023. This growth was partially offset by lingering softer demand for the transactional portion of our storage and retrieval services from a significant customer in the home mortgage lending industry.

Below are our key financial results for the ~~second~~third quarter 2023 (consolidated unless otherwise noted):

	●	Revenues were ~~$4,258,430,~~$4,248,429, representing revenue growth of ~~25%~~10% year over year.

	●	Cost of revenues was ~~$1,667,997,~~$1,642,838, an increase of ~~36%~~21% year over year.

	●	Operating expenses (excluding cost of revenues) were ~~$2,294,045, a decrease~~$2,260,036, an increase of 1%10% year over ~~year, driven by reduced transaction costs and no fair value adjustments for earnout liabilities compared to second quarter 2022.~~year.

	●	Income from operations was ~~$296,388,~~$345,555, compared to ~~loss~~income from operations of ~~$133,699~~$458,003 in ~~second~~third quarter 2022.

	●	Net income was ~~$135,734~~$209,331 with basic and diluted net income per share of ~~$0.03,~~$0.05, compared to net ~~loss~~income of ~~$374,167~~$217,536 in ~~second~~third quarter 2022.

●

~~Second quarter 2022 included $285,230 of transaction costs and $52,301 of earnout fair value adjustments~~

	●	Operating cash ~~used~~provided was ~~$125,274,~~$1,427,945, compared to ~~$403,522~~$1,852,085 in ~~second~~third quarter 2022.

	●	Capital expenditures were ~~$156,532,~~$140,952, compared to ~~$213,361~~$188,687 in ~~second~~third quarter 2022.

Below are our key financial results for the ~~six-month~~nine-month period 2023 (consolidated unless otherwise noted):

	●	Revenues were ~~$8,445,263,~~$12,693,692, representing revenue growth of ~~38%~~27% year over year.

	●	Cost of revenues was ~~$3,208,991,~~$4,851,829, an increase of ~~40%~~33% year over year.

	●	Operating expenses (excluding cost of revenues) were ~~$4,655,885,~~$6,915,921, an increase of ~~21%~~17% year over year.

	●	Income from operations was ~~$580,387, compared to loss from operations~~$925,942, an increase of ~~$41,224 for the six-month period 2022.~~122% year over year.

	●	Net income was ~~$248,297~~$457,628 with basic and diluted net income per share of ~~$0.6,~~$0.11 and $0.10, respectively, compared to net loss of ~~$394,293~~$176,757 with basic and diluted net loss per share of ~~$0.11~~$0.05 for the ~~six-month~~nine-month period 2022.


	●	~~Six-month~~Nine-month period 2022 included $355,281 of transaction costs and ~~$116,505~~$144,999 of earnout fair value adjustments.


	●	Net cash ~~used~~provided by operating activities was ~~$299,631,~~$1,128,314, compared to ~~net cash provided by operating activities of $72,649~~$1,924,734 for the ~~six-month~~nine-month period 2022.

	●	Capital expenditures were ~~$291,101,~~$432,053, compared to ~~$269,404~~$458,051 for the ~~six-month~~nine-month period 2022.

	●	As of ~~June~~September 30, 2023, we had ~~170~~165 employees, including 2629 part-time employees, compared to ~~139~~132 employees, including 2614 part-time employees, as of ~~June~~September 30, 2022.

Financial Impact of Current Economic Conditions

Our overall performance depends on economic conditions, including the current inflationary environment and the widespread expectation of ~~near-term global recession.~~continued economic uncertainty.

Employee wages, our largest expense, have recently increased due to wage inflation. These increased labor costs have slightly decreased our profit margin ~~over~~in 2022 and ~~into~~further in 2023, but we continue to mitigate this by appropriately increasing customer renewal rates whenever we have the contractual ability to do so. More significantly, general wage inflation in the market has resulted in a slower hiring process as we grew our staff during 2022 and 2023, particularly for our Document Conversion segment. These hiring and staffing challenges slowed our ability to complete project-based work backlog and reduced our revenue in the first part of 2022. However, we ended the ~~six-month~~nine-month period 2023 with more staff than 2022. We anticipate that the inflationary effect on our wages has stabilized.

Other volatility, particularly from global supply chain disruptions, has had and are expected to continue to have a minimal impact on us as we consume relatively little in raw materials. A global recession may affect our customers’ and potential customers’ budgets for technology procurement, but as of the date of this report, we have not experienced diminished customer demand due to adverse economic conditions. Absent significant global economic disruptions, and based on the current trend of our business operations and our continued focus on strategic initiatives to grow our customer base, we believe in the strength of our brand and that our focus on our strategic priorities will deliver consistent growth.

Uncertainties, Trends, and Risks that can cause Fluctuations in our Operating Results

Our operating results have fluctuated significantly in the past and are expected to continue to fluctuate in the future due to a variety of factors, in addition to economic conditions, that are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Uncertainties, Trends, and Risks that can cause Fluctuations in our Operating Results” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Due to all these factors and the other risks discussed in Part II, Item 1 of this Quarterly Report, and Part I, Item IA, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, our past results of operations should not be relied upon as an indication of our future performance. Comparisons of our operating results with prior periods is not necessarily meaningful or indicative of future performance.

Reportable Segments

We have two reportable segments: Document Management and Document Conversion. These reportable segments are discussed above under “Company Overview.”

Results of Operations

Revenues

The following table sets forth our revenues by reportable segment for the periods indicated:

	For the three months ended				For the six months ended				For the three months ended				For the nine months ended
	June 30,				June 30,				September 30,				September 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Revenues by segment
Document Management	$	1,879,369	$	1,572,854	$	3,705,103	$	2,487,804	$	1,871,395	$	1,693,128	$	5,549,194	$	4,180,931
Document Conversion		2,379,061		1,842,789		4,740,160		3,631,351		2,377,034		2,166,499		7,144,498		5,797,851
Total revenues	$	4,258,430	$	3,415,643	$	8,445,263	$	6,119,155	$	4,248,429	$	3,859,627	$	12,693,692	$	9,978,782

Gross profit by segment
Document Management	$	1,536,385	$	1,326,345	$	3,053,746	$	2,012,823	$	1,590,314	$	1,427,696	$	4,639,866	$	3,488,947
Document Conversion		1,054,048		862,673		2,182,526		1,808,302		1,015,277		1,078,489		3,201,997		2,838,093
Total gross profit	$	2,590,433	$	2,189,018	$	5,236,272	$	3,820,855	$	2,605,591	$	2,506,185	$	7,841,863	$	6,327,040

The following table sets forth our revenues by revenue source for the periods indicated:

	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
	2023		2022		2023		2022		2023		2022		2023		2022

Revenues:
Sale of software	$	63,646	$	11,105	$	78,939	$	75,596	$	9,422	$	18,390	$	88,361	$	93,986
Software as a service		1,277,918		1,158,456		2,516,350		1,589,677		1,293,745		1,211,407		3,810,095		2,801,084
Software maintenance services		349,139		343,881		698,681		680,483		353,010		352,892		1,051,691		1,033,375
Professional services		2,298,316		1,625,765		4,597,605		3,213,713		2,333,090		2,007,613		6,930,695		5,221,326
Storage and retrieval services		269,411		276,436		553,688		559,686		259,162		269,325		812,850		829,011
Total revenues	$	4,258,430	$	3,415,643	$	8,445,263	$	6,119,155	$	4,248,429	$	3,859,627	$	12,693,692	$	9,978,782

Our total revenues in the ~~second~~third quarter 2023 increased by ~~842,787,~~388,802, or ~~25%~~10%, over our ~~second~~third quarter 2022 revenues, driven primarily by the strong professional services in our Document Conversion segment, as further described below. The increase in total revenues for the ~~six~~nine months ended ~~June~~September 30, 2023 is driven by the same factors as well as ~~two~~three quarters of Yellow Folder revenues in 2023 and only ~~one quarter~~two quarters in 2022.

Sale of Software Revenues

Revenues from the sale of software principally consist of sales of additional or upgraded software licenses and applications to existing customers and resellers. Yellow Folder does not sell revenue in this category. Revenues from the sale of software, which are reported as part of our Document Management segment, ~~increased~~decreased by ~~$52,541,~~$8,968, or ~~473%~~49%, the ~~second~~third quarter 2023 compared to the ~~second~~third quarter 2022, and ~~increased~~decreased by ~~$3,343,~~$5,625, or 4%6% during the ~~six-month~~nine-month period 2023 compared to the ~~six-month~~nine-month period 2022.

~~This small increase for the six-month period was as expected, and large increase quarter over quarter was due to timing of direct sales projects.~~ We expect the volatility of this revenue line item to continue as project timing is unpredictable and the frequency of on-premise software solution sales decreases over time.

Software as a Service Revenues

We provide access to our software solutions as a service, accessible through the internet. Our customers typically enter into our software as a service agreement for periods of one year or more. Under these agreements, we generally provide access to the applicable software, data storage and related customer assistance and support. Revenues from the sale of software as a service, which are reported as part of our Document Management segment increased by ~~$119,462,~~$82,338, or ~~10%~~7%, in the ~~second~~third quarter 2023 compared to the ~~second~~third quarter 2022 and increased by ~~$926,673,~~$1,009,011, or ~~58%~~36% in the ~~six-month~~nine-month period 2023 compared to the ~~six-month~~nine-month period 2022. The ~~six-month~~nine-month period increase was primarily the result of the Yellow Folder acquisition, which contributed ~~$785,481,~~$909,088, or ~~85%~~90%, of the increase, plus organic growth in our cloud-based solutions, as well as expanded data storage, user seats, and hosting fees for existing customers.

Software Maintenance Services Revenues

Software maintenance services revenues consist of fees for post-contract customer support services provided to license (premise-based) holders through support and maintenance agreements. These agreements allow our customers to receive technical support, enhancements and upgrades to new versions of our software products when and if available. A substantial portion of these revenues were generated from renewals of maintenance agreements, which typically run on a year-to-year basis. Yellow Folder does not sell revenue in this category. Revenues from the sale of software maintenance services, which are reported as part of our Document Management segment, increased by ~~$5,258,~~$118, or 0%, in the third quarter 2023 compared to the third quarter 2022 and increased by $18,316, or 2%, in the ~~second quarter 2023 compared to the second quarter 2022 and increased by $18,198, or 3%, in the six-month~~nine-month period 2023 compared to the ~~six-month~~nine-month period 2022. This small increase in these revenues in 2023 compared to the 2022 was driven by expansion of services with existing customers and price increases being partially offset by normal attrition and certain customers migrating their premise solution to our cloud solution, resulting maintenance and support agreements decreasing and software as a service increasing.

Professional Services Revenues

Professional services revenues consist of revenues from document scanning and conversion services, consulting, discovery, training, and advisory services to assist customers with document management needs, as well as repair and maintenance services for customer equipment. These revenues include arrangements that do not involve the sale of software. Of our professional services revenues during the ~~second~~third quarter 2023 and ~~six-month~~nine-month period 2023, ~~$2,143,613~~$2,151,846 and ~~$4,254,336,~~$6,433,485, respectively, were derived from our Document Conversion operations and ~~$154,703~~$181,244 and ~~$343,269,~~$497,210, respectively, were derived from our Document Management operations. Our overall professional services revenues increased by ~~$672,551,~~$325,477, or ~~41%~~16%, in the ~~second~~third quarter 2023 compared to the ~~second~~third quarter 2022 and increased by ~~$1,383,892,~~$1,709,369, or ~~43%~~33%, in the ~~six-month~~nine-month period 2023 compared to the ~~six-month~~nine-month period 2022. This increase is primarily the result of the strong recovery in our Document Conversion segment in the ~~six-month~~nine-month period 2023 from the softer demand of early ~~2022.~~2022, driven by increased project work including a large project with specific deadlines. The ~~six-month~~nine-month period increase includes the contribution of $110,316 in revenue from the Yellow Folder acquisition from the first quarter 2023, which did not contribute revenue in the first quarter 2022.

Storage and Retrieval Services Revenues

We provide document storage and retrieval services to customers, primarily in Michigan. Revenues from storage and retrieval services, which are reported as part of our Document Conversion segment, decreased by ~~$7,025,~~$10,163, or 3%4%, in the ~~second~~third quarter 2023 compared to the ~~second~~third quarter 2022 and decreased by ~~$5,998,~~$16,161, or 1%2%, during the ~~six-month~~nine-month period 2023 compared to the ~~six-month~~nine-month period 2022. This decrease was the result of a continued reduction in volume of work from our largest storage and retrieval customer, Rocket Mortgage, due to the significant slowdown in the home mortgage and refinancing industry. Yellow Folder revenue partially offset the decrease by $35,799 in revenue contribution in the first quarter 2023.

Costs of Revenues and Gross Profits

The following table sets forth our cost of revenues by reportable segment for the periods indicated:

	For the three months ended				For the six months ended				For the three months ended				For the nine months ended
	June 30,				June 30,				September 30,				September 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Cost of revenues by segment
Document Management	$	342,984	$	246,509	$	651,357	$	474,981	$	281,081	$	265,432	$	909,328	$	691,984
Document Conversion		1,325,013		980,116		2,557,634		1,823,319		1,361,757		1,088,010		3,942,501		2,959,758
Total cost of revenues	$	1,667,997	$	1,226,625	$	3,208,991	$	2,298,300	$	1,642,838	$	1,353,442	$	4,851,829	$	3,651,742

The following table sets forth our cost of revenues, by revenue source, for the periods indicated:

	For the three months ended				For the six months ended				For the three months ended				For the nine months ended
	June 30,				June 30,				September 30,				September 30,
	2023		2022		2023		2022		2023		2022		2023		2022

Cost of revenues:
Sale of software	$	7,344	$	7,392	$	15,525	$	33,585	$	5,889	$	10,647	$	21,414	$	44,232
Software as a service		258,382		191,188		479,022		282,437		200,104		207,502		679,126		489,939
Software maintenance services		15,117		19,185		31,833		37,485		13,165		19,024		44,998		56,509
Professional services		1,307,341		918,542		2,494,457		1,766,709		1,338,526		1,028,074		3,832,983		2,794,783
Storage and retrieval services		79,813		90,318		188,154		178,084		85,154		88,195		273,308		266,279
Total cost of revenues	$	1,667,997	$	1,226,625	$	3,208,991	$	2,298,300	$	1,642,838	$	1,353,442	$	4,851,829	$	3,651,742

Our total cost of revenues during the ~~second~~third quarter 2023 increased by ~~$441,372,~~$289,396, or ~~36%~~21%, over ~~second~~third quarter 2022 and increased by ~~$910,691,~~$1,200,087, or ~~40%~~33%, during the ~~six-month~~nine-month period 2023 over the ~~six-month~~nine-month period 2022. Our cost of revenues for our Document Management segment increased by ~~$96,475,~~$15,649, or ~~39%~~6%, in the ~~second~~third quarter 2023 compared to the ~~second~~third quarter 2022 and increased ~~$176,376,~~$217,344, or ~~37%~~31%, in the ~~six-month~~nine-month period 2023 compared to the ~~six-month~~nine-month period 2022 primarily due to the ~~six-month~~additional three-month impact of Yellow Folder in that segment. Our cost of revenues for our Document Conversion segment increased by ~~$344,897,~~$273,747, or ~~35%~~25%, in the ~~second~~third quarter 2023 compared to the ~~second~~third quarter 2022 and increased by ~~$734,315,~~$982,743, or ~~40%~~33%, during the ~~six-month~~nine-month period 2023 compared to the ~~six-month~~nine-month period 2022 ~~primarily~~ due to the staffing ramp up to accommodate more work ~~volume.~~volume, as well as wage increases for the hourly production workers.

	For the three months ended						For the six months ended						For the three months ended						For the nine months ended
	June 30,						June 30,						September 30,						September 30,
	2023			2022			2023			2022			2023			2022			2023			2022

Gross profit:
Sale of software	$	56,302		$	3,713		$	63,414		$	42,011		$	3,533		$	7,743		$	66,947		$	49,754
Software as a service		1,019,536			967,268			2,037,328			1,307,240			1,093,641			1,003,905			3,130,969			2,311,145
Software maintenance services		334,022			324,696			666,848			642,998			339,845			333,868			1,006,693			976,866
Professional services		990,975			707,223			2,103,148			1,447,004			994,564			979,539			3,097,712			2,426,543
Storage and retrieval services		189,598			186,118			365,534			381,602			174,008			181,130			539,542			562,732
Total gross profit	$	2,590,433		$	2,189,018		$	5,236,272		$	3,820,855		$	2,605,591		$	2,506,185		$	7,841,863		$	6,327,040

Gross profit percentage:
Sale of software		88.5	%		33.4	%		80.3	%		55.6	%		37.5	%		42.1	%		75.8	%		52.9	%
Software as a service		79.8	%		83.5	%		81.0	%		82.2	%		84.5	%		82.9	%		82.2	%		82.5	%
Software maintenance services		95.7	%		94.4	%		95.4	%		94.5	%		96.3	%		94.6	%		95.7	%		94.5	%
Professional services		43.1	%		43.5	%		45.7	%		45.0	%		42.6	%		48.8	%		44.7	%		46.5	%
Storage and retrieval services		70.4	%		67.3	%		66.0	%		68.2	%		67.1	%		67.3	%		66.4	%		67.9	%
Total gross profit percentage		60.8	%		64.1	%		62.0	%		62.4	%		61.3	%		64.9	%		61.8	%		63.4	%

Our overall gross profit decreased to ~~60.8%~~61.3% in the ~~second~~third quarter 2023 from ~~64.1%~~64.9% in the ~~second~~third quarter 2022, and decreased to ~~62.0% in~~61.8% for the ~~second quarter~~nine-month period 2023 from ~~62.4%~~63.4% for the ~~six-month period 2023 and the six-month~~nine-month period 2022. The increase in the mix of professional services revenue was the principal driver of the overall decrease, with the relatively lower margin professional services revenues comprising a larger portion of our total revenues. The change in revenue mix was due to the significant growth in our Document Conversion ~~segment, and exacerbated by a slight erosion in software as a service margins due to staffing increases to accommodate growth at Yellow Folder.~~segment.

Cost of Software Revenues

Cost of software revenues consists primarily of labor costs of our software engineers and implementation consultants and third-party software licenses that are sold in connection with our core software applications. Cost of software revenues during the ~~second~~third quarter 2023 decreased by ~~$48,~~$4,758, or 1%45%, from the ~~second~~third quarter 2022, and decreased by ~~$18,060,~~$22,818, or ~~54%~~52%, from the ~~six-month~~nine-month period 2022, due to stronger margin projects sold in 2023. Our gross margin for software revenues ~~increased~~decreased to ~~88.5%~~37.5% from ~~33.4%~~42.1% in the ~~second~~third quarter 2022 and increased to ~~80.3%~~75.8% from ~~55.6%~~52.9% the ~~six-month~~nine-month period 2022. The ~~increase~~decrease in margin percent in the ~~second~~third quarter 2023 was driven by ~~favorable~~unfavorable changes in the software solution mix with ~~stronger~~weaker margin solutions, and was impacted by larger percentage swings on small dollar values. Yellow Folder had no impact to this category.

Cost of Software as a Service

Cost of software as a service, or SaaS, consists primarily of technical support personnel, hosting services, and related costs. Cost of software as a service during the ~~second~~third quarter 2023 ~~increased~~decreased by ~~$67,194,~~$7,398, or ~~35%~~4%, ~~over~~from the ~~second~~third quarter 2022 and increased by ~~$196,585,~~$189,187, or ~~70%~~39%, during the ~~six-month~~nine-month period 2023 over the ~~six-month~~nine-month period 2022. ~~This increase~~Our cost to support SaaS is generally stable and consistent, and there were no unusual projects or significant variations in our support call volumes for the ~~cost of SaaS was due to increased staffing allocations, so our~~periods reported. Our gross margin in the ~~second~~third quarter 2023 ~~decreased~~increased to ~~79.8%~~84.5% compared to ~~83.5%~~82.9% in the ~~second~~third quarter 2022 and decreased to ~~81.0%~~82.2% in the ~~six-month~~nine-month period 2022 compared to ~~82.2%~~82.5% during the ~~six-month~~nine-month period 2022.

Cost of Software Maintenance Services

Cost of software maintenance services consists primarily of technical support personnel and related costs. Cost of software maintenance services during the ~~second~~third quarter 2023 decreased by ~~$4,068,~~$5,859, or ~~21%~~31%, over the ~~second~~third quarter 2022 and decreased by ~~$5,652,~~$11,511, or ~~15%~~20%, in the ~~six-month~~nine-month period 2023 over the ~~six-month~~nine-month period 2022, due primarily to reduced support activity. As a result, our gross margin for software maintenance services increased to ~~95.7%~~96.3% and ~~95.4%~~95.7% in the ~~second~~third quarter 2023 and the ~~six-month~~nine-month period ~~2022,~~2023, respectively, compared to ~~94.4%~~94.6% and 94.5% in the ~~second~~third quarter 2022 and the ~~six-month~~nine-month period 2022, respectively.

Cost of Professional Services

Cost of professional services consists primarily of compensation for employees performing the document conversion services, compensation of our software engineers and implementation consultants and related third-party costs. Cost of professional services during the ~~second~~third quarter 2023 increased by ~~$388,799,~~$310,452, or ~~42%~~30%, over the ~~second~~third quarter 2022 and increased in the ~~six-month~~nine-month period 2023 by ~~$727,748,~~$1,038,200, or ~~41%~~37%, over the ~~six-month~~nine-month period 2022, primarily due to growing the Document Conversion staff to meet the growing backlog of orders. Our gross margins in professional services decreased to ~~43.1%~~42.6% in the ~~second~~third quarter 2023 compared to ~~43.5%~~48.8% in the ~~second~~third quarter 2022 and ~~increased~~decreased to ~~45.7%~~44.7% during the ~~six-month~~nine-month period 2023 compared to ~~45.0%~~46.5% in the ~~six-month~~nine-month period 2022. Gross margins related to consulting services may vary widely, depending upon the nature of the digital conversion or consulting project and the amount of labor it takes to complete a project. During 2023, improvements in our Document Management professional services consulting efficiencies largely deterioration in our Document Conversion professional services related to digital conversion, as a result of staffing up and training new hires.

Cost of Storage and Retrieval Services

Cost of storage and retrieval services consists primarily of compensation for employees performing the document storage and retrieval services, including logistics, provided primarily by our Michigan operations and to a much lesser extent, Yellow Folder. Cost of storage and retrieval services decreased by ~~$10,505,~~$3,041, or ~~12%~~3%, in the ~~second~~third quarter 2023 compared to the ~~second~~third quarter 2022, and increased by ~~$10,070,~~$7,029, or 6%3%, during the ~~six-month~~nine-month period 2023 compared to the ~~six-month~~nine-month period 2022. The decrease was due to a reduction in transaction events in the ~~second~~third quarter 2023 compared to 2022, offset for the ~~six-month~~nine-month period by general wage inflation and fuel cost increases. Gross margins for our storage and retrieval services, which exclude the cost of facilities rental, maintenance, and related overheads, ~~increased~~decreased to ~~70.4%~~67.1% in the ~~second~~third quarter 2023 compared to 67.3% in the ~~second~~third quarter 2022 and decreased to ~~66%~~66.4% during ~~six-month~~nine-month period 2023 compared to ~~68.2%~~63.1% in the ~~six-month~~nine-month period 2022. Yellow Folder did not have a material impact to this category in 2023 or 2022.

Operating Expenses

The following table sets forth our operating expenses for the periods indicated:

	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
	2023		2022		2023		2022		2023		2022		2023		2022

Operating expenses:
General and administrative	$	1,561,939	$	1,260,504	$	3,116,550	$	2,199,387	$	1,516,009	$	1,321,299	$	4,632,559	$	3,511,852
Change in fair value of earnout liabilities		-		52,301		-		116,505		-		28,494		-		144,999
Transaction costs		-		285,230		-		355,281		-		-		-		355,281
Sales and marketing		492,303		529,405		1,071,814		881,519		496,289		492,540		1,568,103		1,374,059
Depreciation and amortization		239,803		195,277		467,521		309,387		247,738		205,849		715,259		524,070

Total operating expenses	$	2,294,045	$	2,322,717	$	4,655,885	$	3,862,079	$	2,260,036	$	2,048,182	$	6,915,921	$	5,910,261

General and Administrative Expenses

General and administrative expenses during the ~~second~~third quarter 2023 increased by ~~$307,077,~~$194,710, or ~~24%~~15%, over the ~~second~~third quarter 2022, and increased in the ~~six-month~~nine-month period 2023 by ~~$925,997,~~$1,120,707, or ~~42%~~32%, over the ~~six-month~~nine-month period 2022, principally related to the addition of Yellow Folder expenses in the first quarter 2023, resulting in ~~six~~a full nine months of expenses in 2023 compared to ~~three~~only six months of Yellow Folder expenses in 2022. ~~This~~In addition, general and administrative expenses increased commensurate with our larger size and complexity, including scale-related expenses such as our uplisting to NYSE American and our infrastructure investment in an ERP system upgrade, which are not expected to materially further increase. The Yellow Folder increase was primarily reflected in our Document Management segment, in which our general and administrative expenses increased to ~~$794,718~~$812,956 and ~~$1,597,846~~$2,392,023 in the ~~second~~third quarter 2023 and the ~~six-month~~nine-month period 2023, respectively, from ~~$688,861~~$774,951 and $1,083,124 in the ~~second~~third quarter 2022 and the ~~six-month~~nine-month period 2022, respectively. In our Document Conversion segment, our general and administrative expenses increased to ~~$767,221~~$703,053 in the ~~second~~third quarter 2023 compared to ~~$571,643~~$558,334 in the ~~second~~third quarter 2022, and increased to ~~$1,518,704~~$2,240,536 in the ~~six-month~~nine-month period 2023 compared to ~~$1,116,263~~$1,621,134 in the ~~six-month~~nine-month period 2022.

Change in Fair Value of Earnout Liabilities

The final earnout liabilities were paid in January 2023 and there were no changes in fair value in 2023. Fair value adjustments amounted to ~~$52,301~~$28,494 in the ~~second~~third quarter 2022 and ~~$116,505~~$144,999 for the ~~six-month~~nine-month period 2022. The fair value adjustments were driven by updated assumptions to reflect the improved performance of the affected acquisitions against their threshold targets and the decreasing impact of present value discounting.

Transaction Costs

There were no transaction costs during the ~~second~~third quarter 2023 and ~~six-month~~nine-month period 2023. The transactions costs during the ~~second quarter and six-month~~nine-month period 2022 were comprised of investment banker success fees, as well as legal and consulting fees, in connection with our acquisition of Yellow Folder, consummated on April 1, 2022.

Sales and Marketing Expenses

Sales and marketing expenses during the ~~second~~third quarter 2023 ~~decreased~~increased by ~~$37,102,~~$3,749, or 7%1%, from the ~~second~~third quarter 2022 and increased by ~~$190,295,~~$194,044, or ~~22%~~14%, during the ~~six-month~~nine-month period 2023 over the ~~six-month~~nine-month period 2022. The ~~six-month~~nine-month increase was primarily driven by the inclusion of the sales and marketing expenses of Yellow Folder during the full ~~six-month~~nine-month period 2023, compared to only the second and third quarter 2022.

Depreciation and Amortization

Depreciation and amortization during the ~~second~~third quarter 2023 increased by ~~$38,884,~~$41,889, or ~~19%~~20%, over the ~~second~~third quarter 2022 and increased by ~~$149,300,~~$191,189, or ~~47%~~36%, during the ~~six-month~~nine-month period 2023 over the ~~six-month~~nine-month period 2022 as a result of increased amortization of capitalized software costs, as well as the additional quarter of amortization of new intangible assets related to the Yellow Folder acquisition ~~as well as increased amortization of capitalized software costs.~~in 2023.

Other Items of Income and Expense

Interest Expense, Net

Interest expense decreased by ~~$79,814,~~$104,243, or ~~33%~~43%, in the ~~second~~third quarter 2023 as compared to the ~~second~~third quarter 2022, and decreased by ~~$20,979,~~$125,222, or 6%21% during the ~~six-month~~nine-month period 2023 as compared to the ~~six-month~~nine-month period 2022. The decrease resulted from partial principal repayment of the 2020 Notes on December 1, 2022 and February 28, 2023, and final payment on August 31, 2023.

Liquidity and Capital Resources

We have financed our operations primarily through a combination of cash on hand, cash generated from operations, borrowings from third parties and related parties, and proceeds from private sales of equity. Since 2012, and including our private offering in April 2022, we have raised a total of approximately ~~$25.2~~$24.5 million in cash through issuances of debt and equity securities, net of ~~$1.3~~$2 million in debt repayments. As of ~~June~~September 30, 2023, we had approximately ~~$1.1~~$1.7 million in cash and cash equivalents, net working capital ~~deficit~~ of ~~$0.4~~$0.1 million, and an accumulated deficit of ~~$21.4~~$21.2 million. In January 2023, we paid $0.7 million in final earnout payments and in February and August 2023 and December 2022 we ~~prepaid approximately $1.3~~repaid a total of $2 million in principal, ~~which was due in February 2023.~~representing full payments on the 2020 Notes.

In 2023 and 2022, we engaged in several actions that significantly improved our liquidity and cash flows, including (i) effective October 1, 2023 through May 30, 2025, securing a renewal contract with our largest customer, the State of Michigan, containing an estimated net rate increase of approximately 21%, compared to the current rates in effect for the contract period commencing June 1, 2018 and (ii), on April 1, 2022:

	●	acquiring the positive cash flow generated by Yellow Folder,

	●	receiving aggregate gross proceeds of approximately $5.7 million from the private placement of our common stock (all which was used to acquire Yellow Folder), and

	●	receiving approximately $3.0 million in proceeds from the issuance of 12% subordinated promissory notes due March 30, 2025, which we refer to as the 2022 Notes (some of which was used to acquire Yellow Folder, with the remainder used for general working capital).

~~Of our~~Our existing debt as of ~~June~~September 30, 2023 ~~$0.7 million~~ is ~~due August 31, 2023, and~~comprised of approximately $3 million is due March 30, 2025. Our operating cash flow alone may be insufficient to meet the debt obligations in full in ~~2023.~~2025. We believe we could seek additional debt or equity financing on acceptable terms. We believe that our balance sheet and financial statements would support a full or partial refinancing or other appropriate modification of the current promissory notes, such as an extension or conversion to equity. We are confident in our ability to prudently manage our current debt on terms acceptable to us.

Our ability to meet our capital needs in the short term will depend on many factors, including maintaining and enhancing our operating cash flow ~~successfully managing the transition of our recent acquisition of Yellow Folder,~~and successfully retaining and growing our client base in the midst of global inflation and general economic uncertainty.

Based on our current plans and assumptions, we believe our capital resources, including our cash and cash equivalents, along with funds expected to be generated from our operations and potential financing options, will be sufficient to meet our anticipated cash needs arising in the ordinary course of business for at least the next 12 months, including to satisfy our expected working capital needs and capital and debt service commitments.

Our ability to meet our capital needs further into the future will depend primarily on strategically managing the business and successfully retaining our client base.

Indebtedness

As of ~~June~~September 30, 2023, our outstanding long-term indebtedness consisted of:

	●	~~The 2020 Notes issued to accredited investors on March 2, 2020, with an aggregate outstanding principal balance of $717,500 and accrued interest of $0.~~

	●	The 2022 Notes issued to accredited investors on April 1, 2022, with an aggregate outstanding principal balance of $2,964,500 and accrued interest of $0.

See Note 8 and Note 9 to our condensed consolidated financial statements included in Part 1, Item 1 of this Quarterly Report for further information on the ~~2020 and~~ 2022 ~~notes.~~Notes.

Capital Expenditures

There were no material commitments for capital expenditures at ~~June~~September 30, 2023.

Cash ~~Used in and~~ Provided by Operating Activities

Net cash ~~used in~~provided by operating activities during the ~~six-month~~nine-month period 2023 was ~~$299,631,~~$1,128,314, primarily attributable to the net income adjusted for non-cash expenses of ~~$856,555,~~$1,312,276, an increase in operating assets of ~~$702,381~~$1,037,575 and ~~a decrease~~an increase in operating liabilities of ~~$702,102.~~$395,985. Net cash provided by operating activities during the ~~six-month~~nine-month period 2022 was ~~$72,649,~~$1,924,734, primarily attributable to the net loss adjusted for non-cash expenses of ~~$764,638,~~$1,229,556, a decrease in operating assets of ~~$225,852~~$154,311 and ~~a decrease~~an increase in operating liabilities of ~~$523,548.~~$717,624.

Cash Used by Investing Activities

Net cash used in investing activities in the ~~six-month~~nine-month period 2023 was ~~$291,101,~~$432,053, including ~~$208,417~~$348,051 in capitalized software. Net cash used in investing activities in the ~~six-month~~nine-month period 2022 was ~~$6,652,673,~~$6,841,320, primarily $6,383,269 related to cash paid to acquire Yellow Folder, as well as ~~$171,205~~$315,148 in capitalized software.

Cash Used in and Provided by Financing Activities

Net cash used by financing activities during the ~~six-month~~nine-month period 2023 amounted to $700,000 in earnout liability payments, ~~$262,950~~$980,450 in repayment of notes payable, and ~~$12,312~~$23,167 in the principal portion of a finance lease liability. Net cash provided by financing activities during the ~~six-month~~nine-month period 2022 amounted to $6,940,583, as the result of cash generated from the sale of common stock of $5,740,758 and from new borrowings of $2,964,500, partially offset by issuance costs of $746,342, as well as a further offset of $1,018,333 in earnout liability payments.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in accordance GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. We monitor and analyze these items for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. The actual results experienced by us may differ materially from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

Our critical accounting policies and estimates are set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There were no material changes to our critical accounting policies and estimates during the ~~second~~third quarter 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at the end of the period covered by this Quarterly Report.

Based on this evaluation, we concluded that, as of ~~June~~September 30, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its desired objectives. In addition, the design of disclosure controls and procedures must reflect resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

We regularly review our internal control over financial reporting and, from time to time, we have made changes as we deemed appropriate to maintain and enhance the effectiveness of our internal controls over financial reporting, although these changes do not have a material effect on our overall internal control.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Our business and operating results are subject to many risks, uncertainties and other factors. If any of these risks were to occur, our business, affairs, assets, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. There have been no material changes to the risk factors set forth in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULT UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

On August 3, 2023, we entered into a renewal extension, effective October 1, 2023 through May 30, 2025, with our largest customer, the State of Michigan, containing an estimated net rate increase of approximately 21%, compared to the current rates in effect for the contract period commencing June 1, 2018. The contract extension is included as Exhibit 10.1 to this Report.None.

ITEM 6. EXHIBITS.

The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.

		Incorporation by reference
Exhibit No.	Description of Exhibit	Form	Date	Exhibit

10.1*	Contract Change Notice No. 2 and 3, by and between Graphic Sciences, Inc. and the State of Michigan Central Procurement Services, Department of Technology, Management, dated August 3, 2023.	10-Q	2023-08-14	10.1

31.1*	Certification of Principal Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

31.2*	Certification of Principal Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

32.1*	Certification of Principal Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

32.2*	Certification of Principal Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

101.INS*	Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.).

101.SCH*	Inline XBRL Taxonomy Schema.

101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase.

101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase.

101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase.

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTELLINETICS, INC.

Dated:	~~August~~ November 14, 2023

By:	/s/ James F. DeSocio
	James F. DeSocio
	President and Chief Executive Officer

Dated:	~~August~~ November 14, 2023

By:	/s/ Joseph D. Spain
	Joseph D. Spain
	Chief Financial Officer

	For the three months ended June 30, 2022		For the six months ended June 30, 2022
Yellow Folder:
Total revenues	$	790,368	$	790,368
Net income	$	196,559	$	196,559
Net income (loss)	$	196,559	$	196,559