Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 08, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0000803578 | ||
Entity Registrant Name | WAVEDANCER, INC. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 000-22405 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 54-1167364 | ||
Entity Address, Address Line One | 12015 Lee Jackson Memorial Highway Ste 210 | ||
Entity Address, City or Town | Fairfax | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 22033 | ||
City Area Code | 703 | ||
Local Phone Number | 383-3000 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | WAVD | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 30,914,525 | ||
Entity Common Stock, Shares Outstanding | 17,344,697 | ||
Auditor Name | CohnReznick LLP | ||
Auditor Location | Tysons, Virginia | ||
Auditor Firm ID | 596 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 4,931,302 | $ 1,858,160 |
Accounts receivable | 1,664,862 | 1,442,231 |
Prepaid expenses and other current assets | 276,990 | 142,770 |
Total current assets | 6,873,154 | 3,443,161 |
Intangible assets, net of accumulated amortization of $201,032 and $0 | 8,048,968 | 0 |
Goodwill | 7,585,269 | 0 |
Contract assets - non-current | 0 | 210,688 |
Right-of-use operating lease asset | 672,896 | 51,405 |
Property and equipment, net of accumulated depreciation and amortization of $347,886 and $312,320 | 105,256 | 62,166 |
Other assets | 77,100 | 6,281 |
Total assets | 23,362,643 | 3,773,701 |
Current liabilities | ||
Accounts payable | 650,499 | 103,646 |
Notes payable - current | 0 | 93,009 |
Accrued payroll and related liabilities | 524,055 | 375,168 |
Commissions payable | 224,250 | 181,626 |
Other accrued liabilities | 203,078 | 54,274 |
Contract liabilities | 186,835 | 946,884 |
Operating lease liability- current | 192,128 | 45,595 |
Interest payable | 1,002 | 3,125 |
Total current liabilities | 1,981,847 | 1,803,327 |
Note payable - non-current | 0 | 356,991 |
Operating lease liability - non-current | 507,120 | 0 |
Deferred income taxes | 1,167,504 | 0 |
Other liabilities | 2,265,000 | 0 |
Total liabilities | 5,921,471 | 2,160,318 |
Stockholders' equity | ||
Common stock at $0.001 and $0.01 par value; 100,000,000 and 30,000,000 shares authorized, 18,882,313 and 12,904,376 shares issued, 17,239,697 and 11,261,760 shares outstanding, as of December 31, 2021 and 2020, respectively | 18,882 | 129,043 |
Additional paid-in capital | 31,789,464 | 14,720,065 |
Accumulated deficit | (13,436,963) | (12,305,514) |
Treasury stock, 1,642,616 shares at cost | (930,211) | (930,211) |
Total stockholders' equity | 17,441,172 | 1,613,383 |
Total liabilities and stockholders' equity | $ 23,362,643 | $ 3,773,701 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible assets, accumulated amortization | $ 201,032 | $ 0 |
Property and equipment, accumulated depreciation and amortization | $ 347,886 | $ 312,320 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 18,882,313 | 12,904,376 |
Common stock, shares outstanding (in shares) | 17,239,697 | 11,261,760 |
Treasury stock, shares (in shares) | 1,642,616 | 1,642,616 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | ||
Total revenues | $ 15,033,504 | $ 13,903,071 |
Cost of revenues | ||
Total cost of revenues | 11,417,888 | 11,693,738 |
Gross profit | 3,615,616 | 2,209,333 |
Selling, general and administrative expenses | 5,487,984 | 1,797,485 |
Acquisition costs | 754,781 | 0 |
(Loss) income from operations | (2,627,149) | 411,848 |
Other income (expense): | ||
Interest expense | (37,325) | (3,125) |
Other income (expense), net | 12,171 | 4,656 |
Gain on forgiveness of note payable | 450,000 | 0 |
(Loss) income before provision for income taxes | (2,202,303) | 413,379 |
Income tax benefit | 1,070,854 | 0 |
Net (loss) income | (1,131,449) | 413,379 |
Comprehensive (loss) income | $ (1,131,449) | $ 413,379 |
Basic (loss)/earnings per share (in dollars per share) | $ (0.09) | $ 0.04 |
Diluted (loss)/earnings per share (in dollars per share) | $ (0.09) | $ 0.03 |
Weighted average common shares outstanding | ||
Basic (in shares) | 12,574,016 | 11,222,826 |
Diluted (in shares) | 12,574,016 | 12,049,322 |
Professional Fees [Member] | ||
Revenues | ||
Total revenues | $ 10,592,278 | $ 5,527,139 |
Cost of revenues | ||
Total cost of revenues | 7,082,767 | 3,566,229 |
Software Sales [Member] | ||
Revenues | ||
Total revenues | 4,441,226 | 8,375,932 |
Cost of revenues | ||
Total cost of revenues | $ 4,335,121 | $ 8,127,509 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
Balances (in shares) at Dec. 31, 2019 | 12,854,376 | ||||
Balances at Dec. 31, 2019 | $ 128,543 | $ 14,682,937 | $ (12,718,893) | $ (930,211) | $ 1,162,376 |
Net income (loss) | 0 | 0 | 413,379 | 0 | 413,379 |
Stock option compensation | $ 0 | 27,628 | 0 | 0 | $ 27,628 |
Issuance of stock from exercise of options (in shares) | 50,000 | 50,000 | |||
Issuance of stock from exercise of options | $ 500 | 9,500 | 0 | 0 | $ 10,000 |
Balances (in shares) at Dec. 31, 2020 | 12,904,376 | ||||
Balances at Dec. 31, 2020 | $ 129,043 | 14,720,065 | (12,305,514) | (930,211) | 1,613,383 |
Net income (loss) | 0 | 0 | (1,131,449) | 0 | (1,131,449) |
Stock option compensation | $ 0 | 1,868,897 | 0 | 0 | $ 1,868,897 |
Issuance of stock from exercise of options (in shares) | 453,000 | 453,000 | |||
Issuance of stock from exercise of options | $ 4,530 | 91,257 | 0 | 0 | $ 95,787 |
Stock and warrants issued (in shares) | 5,524,937 | ||||
Stock and warrants issued | $ 55,249 | 14,939,305 | 0 | 0 | 14,994,554 |
Change in par value of common stock | $ (169,940) | 169,940 | 0 | 0 | 0 |
Balances (in shares) at Dec. 31, 2021 | 18,882,313 | ||||
Balances at Dec. 31, 2021 | $ 18,882 | $ 31,789,464 | $ (13,436,963) | $ (930,211) | $ 17,441,172 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,131,449) | $ 413,379 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 236,598 | 12,062 |
Stock-based compensation | 1,868,897 | 27,628 |
Gain on forgiveness of note payable | (450,000) | 0 |
Income tax benefit | (1,070,854) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 388,840 | (773,519) |
Prepaid expenses and other current assets | (127,882) | 357,393 |
Contract assets | 210,688 | (210,688) |
Other assets | 20,024 | 0 |
Accounts payable | (111,797) | (112,581) |
Contract liabilities | (760,049) | 482,661 |
Accrued payroll and related liabilities and other accrued liabilities | 149,345 | 153,362 |
Commissions payable | 42,624 | 73,568 |
Net cash (used in) provided by operating activities | (735,015) | 423,265 |
Cash flows from investing activities | ||
Acquisition of property and equipment | (69,754) | (64,547) |
Net cash used in investing activities | (9,582,184) | (64,547) |
Cash flows from financing activities | ||
Borrowing under revolving line of credit | 602,306 | 0 |
Repayments under revolving line of credit | (602,306) | 0 |
Borrowings under notes payable | 1,000,000 | 450,000 |
Repayments of notes payable | (1,000,000) | 0 |
Net proceeds from issuance of stock | 13,294,554 | 0 |
Proceeds from exercise of stock options | 95,787 | 10,000 |
Net cash provided by financing activities | 13,390,341 | 460,000 |
Net increase in cash and cash equivalents | 3,073,142 | 818,718 |
Cash and cash equivalents, beginning of year | 1,858,160 | 1,039,442 |
Cash and cash equivalents, end of year | 4,931,302 | 1,858,160 |
Supplemental cash flow Information | ||
Interest paid | (35,202) | 0 |
Non-cash investing and financing activities | ||
Forgiveness of note payable | 450,000 | 0 |
Deferred and contingent consideration in connection with the acquisition of Gray Matters, Inc. | 2,265,000 | 0 |
Gray Matters [Member] | ||
Cash flows from investing activities | ||
Acquisition of business, net of cash acquired | (7,278,546) | 0 |
Non-cash investing and financing activities | ||
Value of common stock issued | 1,500,000 | 0 |
Tellenger, Inc. [Member] | ||
Cash flows from investing activities | ||
Acquisition of business, net of cash acquired | (2,233,884) | 0 |
Non-cash investing and financing activities | ||
Value of common stock issued | $ 200,000 | $ 0 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Note 1. Summary of Significant Accounting Policies Founded in 1979 December 2021. 2021 Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. The accompanying consolidated financial statements include the accounts of WaveDancer, Inc. and its consolidated subsidiaries (collectively, the “Company”, “we” or “our”). All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates Preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates due to uncertainties, including the effects of COVID- 19. Revenue Recognition See Note 2 Segment Reporting The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. We manage our business as a single operating unit and have one Cash and Cash Equivalents We consider all highly liquid investments with maturities of ninety not Accounts Receivable Our payment terms for accounts receivable vary by the types of our customers and the products or services offered. Typically, we invoice for services on a monthly basis, and we invoice for product sales upon delivery. We maintain an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable, and changes in such are classified as general and administrative expense in the consolidated statements of operations. We assess collectability on an individual customer basis. In determining the amount of the allowance for credit losses, we consider historical collectability based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. Our allowance for doubtful accounts as of December 31, 2021 2020 December 31, 2020 not one Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. Furniture and fixtures are depreciated over the lesser of the useful life or five three five three Stock-Based Compensation As of December 31, 2021, 12 December 31, 2021 2020, Income Taxes Deferred tax assets and liabilities are computed based on the difference between the financial statement and tax basis of assets and liabilities and are measured by applying enacted tax rates and laws for the taxable years in which those differences are expected to reverse. In addition, a valuation allowance is required to be recognized if it is believed more likely than not not not, 10. (Loss) Income Per Share The Company’s (loss) income per share calculations are based upon the weighted average number of shares of common stock outstanding. The dilutive effect of stock options, warrants, and other equity instruments are included for purposes of calculating diluted income per share, except for periods when the Company reports a net loss, in which case the inclusion of such equity instruments would be antidilutive. See Note 14. Concentration of Credit Risk During the year ended December 31, 2021, five During the year ended December 31, 2020, five one Three One The Company sold third 2021 2020, As of December 31, 2021, two one As of December 31, 2020, one two one Business Combinations We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. The Company amortizes identifiable intangible assets with finite lives over their respective estimate useful lives. Identifiable intangible assets that are subject to amortization are evaluated for impairment and the Company will periodically reassess the carrying value, useful lives, and classifications of all identifiable intangible assets. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Determining fair value of assets acquired and liabilities assumed requires management’s judgment, the utilization of independent valuation experts, and involves significant estimates and assumptions with respect to the timing and amount of future cash flows, discount rates, market prices, and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired and liabilities assumed and any noncontrolling interests in the investee, as well as the estimated useful life of each asset can materially impact the consolidated financial statements in periods after acquisition, such as through depreciation and amortization. Intangibles and Goodwill The Company accounts for goodwill and other intangible assets in accordance with ASC Topic 350, Goodwill Intangibles and Other 350” not may not October 31. Recently Issued Accounting Pronouncements In October 2021, No. 2021 08, 805 Accounting for Contract Assets and Contract Liabilities from Contracts with Customers 606 January 1, 2022 COVID- 19 While we have not December 31, 2021, 19 |
Note 2 - Revenue Recognition
Note 2 - Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | Note 2. Revenue Recognition Revenue is recognized when all the following steps have been taken and criteria met for each contract: ● Identification of the contract, or contracts, with a customer - ● Identification of the performance obligations in the contract - third not ● Determination of the transaction price - ● Allocation of the transaction price to the performance obligations in the contract - ● Recognition of revenue when, or as, the Company satisfies performance obligations - Nature of Products and Services We generate revenue from the sales of information technology professional services, sales of third third third Professional services are offered through several arrangements – through time and materials arrangements, fixed-price-per-unit arrangements, fixed-price arrangements, or combinations of these arrangements within individual contracts. Revenue under time and materials arrangements is recognized over time in the period the hours are worked or the expenses are incurred, as control of the benefits of the work is deemed to have passed to the customer as the work is performed. Revenue under fixed-price-per-unit arrangements is recognized at a point in time when delivery of units has occurred and units are accepted by the customer or are reasonably expected to be accepted. Generally, revenue under fixed-price arrangements and mixed arrangements is recognized either over time or at a point in time based on the allocation of transaction pricing to each identified performance obligation as control of each is transferred to the customer. For fixed-price arrangements under which documentary evidence of acceptance or receipt of deliverables is not no Third-party software licenses are classified as enterprise server-based software licenses or desktop software licenses, and desktop licenses are further classified by the type of customer and whether the licenses are bulk licenses or individual licenses. The Company’s obligations as the seller for each class differ based on its reseller agreements and whether its customers are government or non-government customers. Revenue from enterprise server-based sales to either government or non-government customers is usually recognized in full at a point in time based on when the customer gains use of the full benefit of the licenses, after the licenses are implemented. If the transaction prices of the performance obligations related to implementation and customer support for the individual contract is material, these obligations are recognized separately over time, as performed. Revenue for desktop software licenses for government customers is usually recognized on a gross basis at a point in time, based on when the customer’s administrative contact gains training in and beneficial use of the administrative portal. Revenue for bulk desktop software licenses for non-government customers is usually recognized on a gross basis at a point in time, based on when the customer’s administrative contact gains training in and beneficial use of the administrative portal. For desktop software licenses sold on an individual license basis to non-government customers, where the Company has no third Third-party support and maintenance contracts for enterprise server-based software include a performance obligation under the Company’s reseller agreements for it to be the first second not Incentive payments are received under reseller agreements with software manufacturers and suppliers where the Company introduces and courts a customer, but the sale occurs directly between the customer and the supplier or between the customer and the manufacturer. Since the transfer of control of the licenses cannot be measured from outside of these transactions, revenue is recognized when payment from the manufacturer or supplier is received. Disaggregation of Revenue from Contracts with Customers Contract Year ended 12/31/21 Year ended 12/31/20 Type Amount Percentage Amount Percentage Services time & materials $ 9,383,810 62.5 % $ 4,627,252 33.3 % Services fixed price over time 634,036 4.2 % 232,446 1.7 % Services firm fixed price 367,229 2.4 % 82,968 0.6 % Services combination 92,940 0.6 % 476,629 3.4 % Services fixed price per unit 114,263 0.8 % 107,845 0.8 % Third-party software 4,245,730 28.2 % 7,697,940 55.4 % Software support & maintenance 106,428 0.7 % 545,991 3.9 % Incentive payments 89,068 0.6 % 132,000 0.9 % Total revenue $ 15,033,504 100.0 % $ 13,903,071 100.0 % Contract Balances Contract Assets Contract assets consist of assets resulting when revenue recognized exceeds the amount billed or billable to the customer due to allocation of transaction price, and of amounts withheld from payment of invoices as a financing component of a contract. Changes in contract assets balances in 2021 2020 Balance at December 31, 2019 $ - Contract assets added 210,688 Balance at December 31, 2020 210,688 Contract assets added 312,475 Revenue billed (523,163 ) Balance at December 31, 2021 $ - Contract Liabilities Contract liabilities consist of amounts that have been invoiced and for which the Company has the right to bill, but that have not not 2021 2020 Balance at December 31, 2019 $ 464,223 Contract liabilities added 1,465,299 Revenue recognized (982,638 ) Balance at December 31, 2020 946,884 Contract liabilities added 359,896 Revenue recognized (1,119,945 ) Balance at December 31, 2021 $ 186,835 Revenue recognized during 2021 December 31, 2020 2020 December 31, 2019, Costs to Obtain or Fulfill a Contract When applicable, the Company recognizes an asset related to the costs incurred to obtain a contract only if it expects to recover those costs and it would not not December 31, 2021 2020. Financing Components In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that one 2021, December 31, 2020. Deferred Costs of Revenue Deferred costs of revenue consist of the costs of third not not 2021 2020 Balance at December 31, 2019 $ 453,607 Deferred costs added - maintenance 66,624 Deferred costs added - deliverables 41,161 Deferred costs expensed (472,324 ) Balance at December 31, 2020 $ 89,068 Deferred costs added - maintenance 228,010 Deferred costs added - deliverables 17,406 Deferred costs expensed (180,266 ) Balance at December 31, 2021 $ 154,218 |
Note 3 - Leases
Note 3 - Leases | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | Note 3. Leases The Company two one one 2021 December 31, 2021 2020. June 30, 2021 As of December 31, 2021 2020, not The Company’s operating lease asset represents its right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the lease does not not The Company’s lease agreements do not The Company does not third As of December 31, 2021, two December 31, 2021 2022 $ 223,299 2023 228,862 2024 174,721 2025 74,804 2026 70,220 Total lease payments 771,906 Less: discount (72,658 ) Present value of lease liabilities $ 699,248 The total expense incurred related to the operating leases was $129,709 and $104,487 for the years ended December 31, 2021 2020, |
Note 4 - Receivables
Note 4 - Receivables | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Accounts and Nontrade Receivable [Text Block] | Note 4. Receivables Accounts receivable as of December 31, 2021 2020, December 31, 2021 2020 Billed federal government $ 1,594,473 $ 1,425,217 Unbilled receivables 70,389 17,014 Accounts receivable $ 1,664,862 $ 1,442,231 Billed receivables from the federal government include amounts due from both prime contracts and subcontracts where the federal government is the end customer. Unbilled receivables include short-term contract assets where billing cycles differ from calendar months, or a monthly fixed billing amount does not December 31, 2019, |
Note 5 - Fair Value Measurement
Note 5 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 5. Fair Value Measurements The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three first two may • Level 1—Quoted • Level 2—Inputs 1 not • Level 3—Unobservable no The following table represents the fair value hierarchy for the Company’s financial instruments measured at fair value on a recurring basis as of December 31, 2021 2020: Level 1 Level 2 Level 3 December 31, 2021 Money market funds $ 1,600,663 $ - $ - Fair value of contingent consideration - - 930,000 Total $ 1,600,663 $ - $ 930,000 December 31, 2020 Money market funds $ 1,343,370 $ - $ - Total $ 1,343,370 $ - $ - Money market funds are highly liquid investments and are included in cash and cash equivalents on the consolidated balance sheet. The pricing information on these investment instruments are readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 7 The carrying amounts of financial instruments such as accounts receivable and accounts payable approximate the related fair value due to the short-term maturities of these instruments. |
Note 6 - Property and Equipment
Note 6 - Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 6. Property and Equipment Property and equipment consist of the following: December 31, 2021 2020 Computer equipment and software $ 328,397 $ 291,925 Furniture and equipment 117,307 75,747 Leasehold improvements 7,438 6,814 Property and equipment, gross 453,142 374,486 Less: Accumulated depreciation (347,886 ) (312,320 ) Property and equipment, net $ 105,256 $ 62,166 Depreciation and amortization expense related to property and equipment for the years ended December 31, 2021 2020, |
Note 7 - Acquisitions
Note 7 - Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 7. Acquisitions Tellenger, Inc. On April 7, 2021, not not not not April 7 December 31, 2021. The purchase price for Tellenger has been allocated as follows: Useful Amounts Valuation Methodology Cash $ 81,473 Accounts receivable 611,471 Other current assets 6,338 Intangible assets with estimated useful lives: Customer relationships 8 1,090,000 Replacement cost and relief from royalty Non-compete agreements 3 120,000 Multi-period excess earnings Intangible assets with indefinite lives: Trade names 280,000 Goodwill 785,000 Total assets acquired 2,974,282 Current liabilities (458,925 ) Net assets acquired $ 2,515,357 Supplemental Pro Forma Information The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisition of Tellenger had been completed on January 1, 2020. The pro forma data are for informational purposes only and are not January 1, 2020, not not 2021 2020 Revenues $ 16,259,467 $ 18,352,184 Net (loss) income $ (905,114 ) $ 421,012 Gray Matters, Inc. On December 10, 2021 Net cash consideration $ 7,240,100 Buyer common stock 1,500,000 Present value of deferred consideration 1,335,000 Fair value of contingent consideration 930,000 Total $ 11,005,100 Common stock consideration consisted of 436,481 shares of WaveDancer common stock valued at $1,500,000 as of the transaction closing date. The deferred consideration of $1,335,000 is the estimated present value as of the closing date of the $1,500,000 cash payment due to the selling shareholder of GMI (the "Seller") on the second 2022 December 31, 2022. $1,000,000 December 31, 2021. 6% December 31, 2021. The deferred consideration and contingent consideration liabilities which total $2,265,000 are classified as other liabilities on the consolidated balance sheet as of December 31, 2021. The Company incurred $246,045 of legal, valuation, accounting, consulting and other fees related to the GMI acquisition, and these costs are included in acquisition costs in the consolidated statement of operations. Goodwill is attributable to human capital related intangible assets like the value of the acquired assembled workforce and strategic and enterprise related intangible assets including growth opportunities that are not not not December 10 December 31, 2021 The purchase price for GMI has been allocated as follows: Useful Amounts Valuation Methodology Cash $ 20,235 Fixed assets 8,902 Intangible assets with estimated useful lives: Technology 5 2,900,000 Replacement cost and relief from royalty Customer relationships 6 3,860,000 Multi-period excess earnings Goodwill 4,560,099 Total assets acquired 11,349,236 Current liabilities (344,136 ) Net assets acquired $ 11,005,100 Supplemental Pro Forma Information The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisition of Gray Matters had been completed on January 1, 2020. The pro forma data are for informational purposes only and are not January 1, 2020, not not 2021 2020 Revenues $ 15,563,323 $ 16,220,071 Net (loss) income $ (3,238,517 ) $ (186,976 ) Supplemental Combined Pro Forma Information The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisitions of both Tellenger and Gray Matters had been completed on January 1, 2020. The pro forma data are for informational purposes only and are not January 1, 2020, not 2021 2020 Revenues $ 16,789,286 $ 20,669,184 Net income (loss) $ (3,012,182 ) $ (179,343 ) Summary of Intangible Assets and Goodwill December 31, 2021 Weighted Gross Average Useful Carrying Life (Years) Amounts Intangible assets with estimated useful lives Technology 5.0 $ 2,900,000 Customer relationships 6.4 4,950,000 Non-compete agreements 3.0 120,000 Intangible assets with indefinite lives Trade names 280,000 Gross identified intangible assets 8,250,000 Accumulated amortization (201,032 ) Net identifiable intangible assets 8,048,968 Goodwill 7,585,269 Intangible assets and goodwill $ 15,634,237 The intangible assets subject to amortization acquired in connection with the Tellenger and GMI acquisitions are not As of December 31, 2021, five 2022 $ 1,399,577 2023 1,399,577 2024 1,369,640 2025 1,359,581 2026 1,326,839 Thereafter 913,754 Total $ 7,768,968 The changes in the carrying amount of the goodwill are as follows: Balance as of December 31, 2020 $ - Acquired goodwill 7,585,269 Balance as of December 31, 2021 $ 7,585,269 There was no impairment charge to goodwill recorded for the years ended December 31, 2021 2020. |
Note 8 - Revolving Lines of Cre
Note 8 - Revolving Lines of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 8. Revolving Lines of Credit On April 16, 2021 The Wall Street Journal April 16, 2022. December 31, 2021, no The Company previously had a revolving line of credit with another bank (“prior LOC”) providing for demand or short-term borrowings of up to $1,000,000 at an interest rate of the greater of 4.0% or LIBOR +3.5%. The prior LOC originally was due to expire on July 31, 2021 May 3, 2021. December 31, 2020 2020. |
Note 9 - Notes Payable
Note 9 - Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | Note 9. Notes Payable Paycheck Protection Program ( PPP ) Loan On April 20, 2020 2021 October 13, 2021 The following table sets forth notes payable balances as of December 31, 2021 2020: December 31, 2021 2020 PPP loan $ - $ 450,000 Less current portion - (93,009 ) Non-current portion $ - $ 356,991 Total notes payable $ - $ 450,000 Summit Community Bank Loan On April 16, 2021, two December 30, 2021, |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 10. Income Taxes The provision for income taxes is at an effective rate different from the federal statutory rate due principally to the following: 2021 2020 Income (loss) before taxes $ (2,202,303 ) $ 413,379 Income tax benefit (expense) at federal statutory rate $ 462,484 $ (86,800 ) State income tax benefit (expense), net of federal benefit 97,318 (20,700 ) Permanent Differences (111,237 ) (7,400 ) Other 19,485 1,000 Net Operating Loss ("NOL") expirations - (66,600 ) Change in federal valuation allowance 602,804 180,500 Income tax benefit $ 1,070,854 $ - Income tax expense for the years ended December 31, 2021 2020 2021 2020 Current income tax (expense) benefit Federal $ - $ - State & Local (1,813 ) - (1,813 ) - Deferred income tax (expense) benefit Federal 973,918 - State & Local 98,749 - 1,072,667 - Income tax benefit $ 1,070,854 $ - Deferred Income Taxes Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities were as follows: 2021 2020 Deferred tax assets Net operating losses $ 547,035 $ 691,000 Stock-based compensation 428,072 - Accrued commissions 50,047 39,600 Accrued vacations 41,331 37,600 Other - 2,400 Deferred tax assets before valuation allowance 1,066,485 770,600 Valuation allowance - (746,100 ) Net deferred tax assets 1,066,485 24,500 Deferred tax liabilities Intangible Assets (2,185,281 ) - Fixed Assets (3,434 ) (24,500 ) Other (45,274 ) - Deferred tax liabilities (2,233,989 ) (24,500 ) Net deferred assets (liabilities) $ (1,167,504 ) $ - The Company has net operating loss carryforwards of approximately $2.6 million, of which $1.3 million will expire, if unused, between the years 2022 2036. December 31, 2021, 7, not The Company has analyzed its income tax positions using the criteria required by U.S. GAAP and concluded that, as of December 31, 2021 2020, no Our income tax returns are subject to examination by income taxing authorities in all jurisdictions for which we file tax returns, generally for three not |
Note 11 - 401(K) Plans
Note 11 - 401(K) Plans | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Retirement Benefits [Text Block] | Note 11. 401 We have two 401 401 401 December 31, 2021 2020, |
Note 12 - Stock-based Compensat
Note 12 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | Note 12. Stock-Based Compensation We have three 2006 2006 “2006 April 12, 2016. 2016 “2016 2016 “2016 November 15, 2021. October 11, 2021, 2021 ‘2021 December 2, 2021, The Company recognizes compensation costs for those shares expected to vest on a straight-line basis over the requisite service period of the awards. The fair values of option awards granted in 2021 2020 2021 2020 Risk-free interest rate 0.46 - 1.26% 0.26 - 0.39% Dividend yield 0% 0% Expected term (years) 2.5 - 5 5 Expected volatility 46.0 - 92.0% 65.8 - 90.3% Given the limited public market for the Company’s stock, the Company has elected to estimate its expected volatility by benchmarking its volatility of several public company issuers that operate within its market segment. The guideline companies’ volatility was increased by a size adjustment premium to compensate for the difference in size between the guideline companies and the Company in its calculation. The first March 31, 2021. 2021 The 2021 October 11, 2021 October 11, 2031. 2021 may 2021 2021 no ten December 31, 2021 2021 2016 The 2016 June 1, 2016 April 4, 2026. 2016 may 2016 2016 no ten December 31, 2021 2020, 2016 No may 2016 2006 The 2006 May 18, 2006, April 12, 2016. 2006 2006 2006 no ten 2006 December 31, 2021 2020, The status of the options issued under the foregoing option plans as of December 31, 2021 2020, December 31, 2021 2020, Options outstanding Weighted average Weighted average Aggregate exercise price remaining intrinsic Shares per share contractual term value Outstanding at December 31, 2019 1,349,000 $ 0.23 Options granted 235,000 0.64 Options exercised (50,000 ) 0.20 Options expired (99,000 ) 0.18 Options forfeited (40,000 ) 0.16 Outstanding at December 31, 2020 1,395,000 0.31 4 years, 5 months $ 1,591,223 Options granted 1,982,500 4.48 Options exercised (453,000 ) 0.21 Options expired (20,000 ) 0.17 Options forfeited - Outstanding at December 31, 2021 2,904,500 $ 3.17 4 years, 11 months $ 5,159,253 Exercisable at December 31, 2021 1,952,000 $ 2.73 4 years, 7 months $ 4,326,073 Nonvested stock option awards as of December 31, 2021 2020, December 31, 2021 2020, Nonvested Weighted average grant date Shares fair value Nonvested at December 31, 2019 23,500 $ 0.17 Granted 235,000 0.36 Vested (23,500 ) 0.17 Forfeited - - Nonvested at December 31, 2020 235,000 $ 0.36 Granted 1,982,500 1.55 Vested (1,265,000 ) 1.35 Forfeited - - Nonvested at December 31, 2021 952,500 $ 1.51 As of December 31, 2021, ten |
Note 13 - Private Offerings of
Note 13 - Private Offerings of Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 13. Private Offerings of Common Stock In March 2021, On August 26, 2021, one one one August 31, 2026. On December 10, 2021, $10,000,000 January 1, 2023 December 31, 2026. not January 1, 2024, 10 The total offering costs associated with the sales of unregistered shares of common stock in 2021 not The shares in the private offering transactions on August 26 December 10, 2021 six 144 six six six 480, Distinguishing Liabilities from Equity August 26 December 10, 2021 Additional Common Paid-In Stock Capital Total August 26, 2021 Unregistered shares $ 14,000 $ 2,142,000 $ 2,156,000 Warrants - 644,000 644,000 Total $ 14,000 $ 2,786,000 $ 2,800,000 December 10, 2021 Unregistered shares $ 32,895 $ 9,295,105 $ 9,328,000 Warrants - 672,000 672,000 Total $ 32,895 $ 9,967,105 $ 10,000,000 |
Note 14 - (Loss) income Per Sha
Note 14 - (Loss) income Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 14. (Loss) Income Per Share Basic (loss) income per share excludes dilution and is computed by dividing (loss) income available to common shareholders by the weighted-average number of shares outstanding for the period. Diluted (loss) income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, except for periods when the Company reports a net loss, because the inclusion of such items would be antidilutive. The antidilutive effect of 692,312 shares from stock options and 39,847 shares from warrants were excluded from diluted shares for the year ended December 31, 2021. December 31, 2020. The following is a reconciliation of the amounts used in calculating basic and diluted net (loss) income per common share. 2021 2020 Net (loss) income $ (1,131,449 ) $ 413,379 Basic weighted average shares outstanding 12,574,016 11,222,826 Dilutive effect of warrants and/or options - 826,496 Diluted weighted average shares outstanding 12,574,016 12,049,322 Basic (loss)/earnings per share $ (0.09 ) $ 0.04 Diluted (loss)/earnings per share $ (0.09 ) $ 0.03 |
Note 15 - Financial Statement C
Note 15 - Financial Statement Captions | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Supplemental Balance Sheet Disclosures [Text Block] | Note 15. The following table summarizes the Company’s prepaid expenses and other current assets as of December 31, 2021 2020: 2021 2020 Deferred costs of software sales $ 154,218 $ 47,907 Deferred direct cost of pending deliverables - 41,161 Licenses and subscriptions 43,146 22,840 Prepaid insurance 72,800 26,072 Other 6,826 4,790 Total $ 276,990 $ 142,770 The following table summarizes the Company’s other current liabilities as of December 31, 2021 2020: 2021 2020 Legal and professional fees $ 144,486 $ - Cost of software sales 7,652 46,078 Other 50,940 8,196 Total $ 203,078 $ 54,274 |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 16. Subsequent Events On March 18, 2022 second 2022. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. The accompanying consolidated financial statements include the accounts of WaveDancer, Inc. and its consolidated subsidiaries (collectively, the “Company”, “we” or “our”). All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates Preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates due to uncertainties, including the effects of COVID- 19. |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition See Note 2 |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. We manage our business as a single operating unit and have one |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents We consider all highly liquid investments with maturities of ninety not |
Accounts Receivable [Policy Text Block] | Accounts Receivable Our payment terms for accounts receivable vary by the types of our customers and the products or services offered. Typically, we invoice for services on a monthly basis, and we invoice for product sales upon delivery. We maintain an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable, and changes in such are classified as general and administrative expense in the consolidated statements of operations. We assess collectability on an individual customer basis. In determining the amount of the allowance for credit losses, we consider historical collectability based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. Our allowance for doubtful accounts as of December 31, 2021 2020 December 31, 2020 not one |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. Furniture and fixtures are depreciated over the lesser of the useful life or five three five three |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation As of December 31, 2021, 12 December 31, 2021 2020, |
Income Tax, Policy [Policy Text Block] | Income Taxes Deferred tax assets and liabilities are computed based on the difference between the financial statement and tax basis of assets and liabilities and are measured by applying enacted tax rates and laws for the taxable years in which those differences are expected to reverse. In addition, a valuation allowance is required to be recognized if it is believed more likely than not not not, 10. |
Earnings Per Share, Policy [Policy Text Block] | (Loss) Income Per Share The Company’s (loss) income per share calculations are based upon the weighted average number of shares of common stock outstanding. The dilutive effect of stock options, warrants, and other equity instruments are included for purposes of calculating diluted income per share, except for periods when the Company reports a net loss, in which case the inclusion of such equity instruments would be antidilutive. See Note 14. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk During the year ended December 31, 2021, five During the year ended December 31, 2020, five one Three One The Company sold third 2021 2020, As of December 31, 2021, two one As of December 31, 2020, one two one |
Business Combinations Policy [Policy Text Block] | Business Combinations We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. The Company amortizes identifiable intangible assets with finite lives over their respective estimate useful lives. Identifiable intangible assets that are subject to amortization are evaluated for impairment and the Company will periodically reassess the carrying value, useful lives, and classifications of all identifiable intangible assets. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Determining fair value of assets acquired and liabilities assumed requires management’s judgment, the utilization of independent valuation experts, and involves significant estimates and assumptions with respect to the timing and amount of future cash flows, discount rates, market prices, and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired and liabilities assumed and any noncontrolling interests in the investee, as well as the estimated useful life of each asset can materially impact the consolidated financial statements in periods after acquisition, such as through depreciation and amortization. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangibles and Goodwill The Company accounts for goodwill and other intangible assets in accordance with ASC Topic 350, Goodwill Intangibles and Other 350” not may not October 31. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In October 2021, No. 2021 08, 805 Accounting for Contract Assets and Contract Liabilities from Contracts with Customers 606 January 1, 2022 |
COVID-19 [Policy Text Block] | COVID- 19 While we have not December 31, 2021, 19 |
Note 2 - Revenue Recognition (T
Note 2 - Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Contract Year ended 12/31/21 Year ended 12/31/20 Type Amount Percentage Amount Percentage Services time & materials $ 9,383,810 62.5 % $ 4,627,252 33.3 % Services fixed price over time 634,036 4.2 % 232,446 1.7 % Services firm fixed price 367,229 2.4 % 82,968 0.6 % Services combination 92,940 0.6 % 476,629 3.4 % Services fixed price per unit 114,263 0.8 % 107,845 0.8 % Third-party software 4,245,730 28.2 % 7,697,940 55.4 % Software support & maintenance 106,428 0.7 % 545,991 3.9 % Incentive payments 89,068 0.6 % 132,000 0.9 % Total revenue $ 15,033,504 100.0 % $ 13,903,071 100.0 % |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | Balance at December 31, 2019 $ - Contract assets added 210,688 Balance at December 31, 2020 210,688 Contract assets added 312,475 Revenue billed (523,163 ) Balance at December 31, 2021 $ - Balance at December 31, 2019 $ 464,223 Contract liabilities added 1,465,299 Revenue recognized (982,638 ) Balance at December 31, 2020 946,884 Contract liabilities added 359,896 Revenue recognized (1,119,945 ) Balance at December 31, 2021 $ 186,835 |
Deferred Costs of Revenue [Table Text Block] | Balance at December 31, 2019 $ 453,607 Deferred costs added - maintenance 66,624 Deferred costs added - deliverables 41,161 Deferred costs expensed (472,324 ) Balance at December 31, 2020 $ 89,068 Deferred costs added - maintenance 228,010 Deferred costs added - deliverables 17,406 Deferred costs expensed (180,266 ) Balance at December 31, 2021 $ 154,218 |
Note 3 - Leases (Tables)
Note 3 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2022 $ 223,299 2023 228,862 2024 174,721 2025 74,804 2026 70,220 Total lease payments 771,906 Less: discount (72,658 ) Present value of lease liabilities $ 699,248 |
Note 4 - Receivables (Tables)
Note 4 - Receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | December 31, 2021 2020 Billed federal government $ 1,594,473 $ 1,425,217 Unbilled receivables 70,389 17,014 Accounts receivable $ 1,664,862 $ 1,442,231 |
Note 5 - Fair Value Measureme_2
Note 5 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Level 1 Level 2 Level 3 December 31, 2021 Money market funds $ 1,600,663 $ - $ - Fair value of contingent consideration - - 930,000 Total $ 1,600,663 $ - $ 930,000 December 31, 2020 Money market funds $ 1,343,370 $ - $ - Total $ 1,343,370 $ - $ - |
Note 6 - Property and Equipme_2
Note 6 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, 2021 2020 Computer equipment and software $ 328,397 $ 291,925 Furniture and equipment 117,307 75,747 Leasehold improvements 7,438 6,814 Property and equipment, gross 453,142 374,486 Less: Accumulated depreciation (347,886 ) (312,320 ) Property and equipment, net $ 105,256 $ 62,166 |
Note 7 - Acquisitions (Tables)
Note 7 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Useful Amounts Valuation Methodology Cash $ 81,473 Accounts receivable 611,471 Other current assets 6,338 Intangible assets with estimated useful lives: Customer relationships 8 1,090,000 Replacement cost and relief from royalty Non-compete agreements 3 120,000 Multi-period excess earnings Intangible assets with indefinite lives: Trade names 280,000 Goodwill 785,000 Total assets acquired 2,974,282 Current liabilities (458,925 ) Net assets acquired $ 2,515,357 Useful Amounts Valuation Methodology Cash $ 20,235 Fixed assets 8,902 Intangible assets with estimated useful lives: Technology 5 2,900,000 Replacement cost and relief from royalty Customer relationships 6 3,860,000 Multi-period excess earnings Goodwill 4,560,099 Total assets acquired 11,349,236 Current liabilities (344,136 ) Net assets acquired $ 11,005,100 |
Business Acquisition, Pro Forma Information [Table Text Block] | 2021 2020 Revenues $ 16,259,467 $ 18,352,184 Net (loss) income $ (905,114 ) $ 421,012 2021 2020 Revenues $ 15,563,323 $ 16,220,071 Net (loss) income $ (3,238,517 ) $ (186,976 ) 2021 2020 Revenues $ 16,789,286 $ 20,669,184 Net income (loss) $ (3,012,182 ) $ (179,343 ) |
Schedule of Intangible Assets and Goodwill [Table Text Block] | December 31, 2021 Weighted Gross Average Useful Carrying Life (Years) Amounts Intangible assets with estimated useful lives Technology 5.0 $ 2,900,000 Customer relationships 6.4 4,950,000 Non-compete agreements 3.0 120,000 Intangible assets with indefinite lives Trade names 280,000 Gross identified intangible assets 8,250,000 Accumulated amortization (201,032 ) Net identifiable intangible assets 8,048,968 Goodwill 7,585,269 Intangible assets and goodwill $ 15,634,237 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2022 $ 1,399,577 2023 1,399,577 2024 1,369,640 2025 1,359,581 2026 1,326,839 Thereafter 913,754 Total $ 7,768,968 |
Schedule of Goodwill [Table Text Block] | Balance as of December 31, 2020 $ - Acquired goodwill 7,585,269 Balance as of December 31, 2021 $ 7,585,269 |
Gray Matters [Member] | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Net cash consideration $ 7,240,100 Buyer common stock 1,500,000 Present value of deferred consideration 1,335,000 Fair value of contingent consideration 930,000 Total $ 11,005,100 |
Note 9 - Notes Payable (Tables)
Note 9 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | December 31, 2021 2020 PPP loan $ - $ 450,000 Less current portion - (93,009 ) Non-current portion $ - $ 356,991 Total notes payable $ - $ 450,000 |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2021 2020 Income (loss) before taxes $ (2,202,303 ) $ 413,379 Income tax benefit (expense) at federal statutory rate $ 462,484 $ (86,800 ) State income tax benefit (expense), net of federal benefit 97,318 (20,700 ) Permanent Differences (111,237 ) (7,400 ) Other 19,485 1,000 Net Operating Loss ("NOL") expirations - (66,600 ) Change in federal valuation allowance 602,804 180,500 Income tax benefit $ 1,070,854 $ - |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2021 2020 Current income tax (expense) benefit Federal $ - $ - State & Local (1,813 ) - (1,813 ) - Deferred income tax (expense) benefit Federal 973,918 - State & Local 98,749 - 1,072,667 - Income tax benefit $ 1,070,854 $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2021 2020 Deferred tax assets Net operating losses $ 547,035 $ 691,000 Stock-based compensation 428,072 - Accrued commissions 50,047 39,600 Accrued vacations 41,331 37,600 Other - 2,400 Deferred tax assets before valuation allowance 1,066,485 770,600 Valuation allowance - (746,100 ) Net deferred tax assets 1,066,485 24,500 Deferred tax liabilities Intangible Assets (2,185,281 ) - Fixed Assets (3,434 ) (24,500 ) Other (45,274 ) - Deferred tax liabilities (2,233,989 ) (24,500 ) Net deferred assets (liabilities) $ (1,167,504 ) $ - |
Note 12 - Stock-based Compens_2
Note 12 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2021 2020 Risk-free interest rate 0.46 - 1.26% 0.26 - 0.39% Dividend yield 0% 0% Expected term (years) 2.5 - 5 5 Expected volatility 46.0 - 92.0% 65.8 - 90.3% |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Options outstanding Weighted average Weighted average Aggregate exercise price remaining intrinsic Shares per share contractual term value Outstanding at December 31, 2019 1,349,000 $ 0.23 Options granted 235,000 0.64 Options exercised (50,000 ) 0.20 Options expired (99,000 ) 0.18 Options forfeited (40,000 ) 0.16 Outstanding at December 31, 2020 1,395,000 0.31 4 years, 5 months $ 1,591,223 Options granted 1,982,500 4.48 Options exercised (453,000 ) 0.21 Options expired (20,000 ) 0.17 Options forfeited - Outstanding at December 31, 2021 2,904,500 $ 3.17 4 years, 11 months $ 5,159,253 Exercisable at December 31, 2021 1,952,000 $ 2.73 4 years, 7 months $ 4,326,073 |
Schedule of Nonvested Share Activity [Table Text Block] | Nonvested Weighted average grant date Shares fair value Nonvested at December 31, 2019 23,500 $ 0.17 Granted 235,000 0.36 Vested (23,500 ) 0.17 Forfeited - - Nonvested at December 31, 2020 235,000 $ 0.36 Granted 1,982,500 1.55 Vested (1,265,000 ) 1.35 Forfeited - - Nonvested at December 31, 2021 952,500 $ 1.51 |
Note 13 - Private Offerings o_2
Note 13 - Private Offerings of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Stockholders Equity [Table Text Block] | Additional Common Paid-In Stock Capital Total August 26, 2021 Unregistered shares $ 14,000 $ 2,142,000 $ 2,156,000 Warrants - 644,000 644,000 Total $ 14,000 $ 2,786,000 $ 2,800,000 December 10, 2021 Unregistered shares $ 32,895 $ 9,295,105 $ 9,328,000 Warrants - 672,000 672,000 Total $ 32,895 $ 9,967,105 $ 10,000,000 |
Note 14 - (Loss) income Per S_2
Note 14 - (Loss) income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 2021 2020 Net (loss) income $ (1,131,449 ) $ 413,379 Basic weighted average shares outstanding 12,574,016 11,222,826 Dilutive effect of warrants and/or options - 826,496 Diluted weighted average shares outstanding 12,574,016 12,049,322 Basic (loss)/earnings per share $ (0.09 ) $ 0.04 Diluted (loss)/earnings per share $ (0.09 ) $ 0.03 |
Note 15 - Financial Statement_2
Note 15 - Financial Statement Captions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Condensed Balance Sheet [Table Text Block] | 2021 2020 Deferred costs of software sales $ 154,218 $ 47,907 Deferred direct cost of pending deliverables - 41,161 Licenses and subscriptions 43,146 22,840 Prepaid insurance 72,800 26,072 Other 6,826 4,790 Total $ 276,990 $ 142,770 2021 2020 Legal and professional fees $ 144,486 $ - Cost of software sales 7,652 46,078 Other 50,940 8,196 Total $ 203,078 $ 54,274 |
Note 1 - Summary of Significa_2
Note 1 - Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Number of Operating Segments | 1 | |
Share-based Payment Arrangement, Expense | $ 1,868,897 | $ 27,628 |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Prime Contracts with U.S. Government Agencies [Member] | ||
Concentration Risk, Percentage | 31.70% | 58.30% |
Number of Major Contracts | 1 | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Subcontracts under Federal Procurements [Member] | ||
Concentration Risk, Percentage | 66.40% | 40.60% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Commercial Contracts [Member] | ||
Concentration Risk, Percentage | 1.90% | 1.10% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Subcontracts under Federal Procurements, Contract One [Member] | ||
Concentration Risk, Percentage | 33.20% | 17.90% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Subcontracts under Federal Procurements, Contract Two [Member] | ||
Concentration Risk, Percentage | 10.00% | 10.30% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Subcontracts under Federal Procurements, Contract Three [Member] | ||
Concentration Risk, Percentage | 9.60% | 8.70% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Prime Contracts with U.S. Government Agencies, Contract One [Member] | ||
Concentration Risk, Percentage | 13.90% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Multiple Subcontracts [Member] | ||
Concentration Risk, Percentage | 28.70% | |
Product Concentration Risk [Member] | Revenue, Segment Benchmark [Member] | ||
Number of Major Contracts | 3 | |
Product Concentration Risk [Member] | Revenue, Segment Benchmark [Member] | Multiple Subcontracts [Member] | ||
Number of Major Contracts | 1 | |
Supplier Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Number of Major Suppliers | 1 | 1 |
Supplier Concentration Risk [Member] | Revenue Benchmark [Member] | One Supplier [Member] | ||
Concentration Risk, Percentage | 29.30% | 58.40% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Subcontracts under Federal Procurements [Member] | ||
Concentration Risk, Percentage | 72.20% | 71.20% |
Number of Major Customers | 2 | 2 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Subcontracts under Federal Procurements, Contract One [Member] | ||
Concentration Risk, Percentage | 52.60% | 56.80% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Subcontracts under Federal Procurements, Contract Two [Member] | ||
Concentration Risk, Percentage | 19.60% | 14.40% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Prime Contracts with U.S. Government Agencies [Member] | ||
Number of Major Customers | 1 | 1 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | U.S. Government Agencies [Member] | ||
Concentration Risk, Percentage | 16.40% | |
Number of Major Customers | 1 | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 5 years | |
Off-the-Shelf Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |
Software Development [Member] | Minimum [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 5 years | |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 3 years |
Note 2 - Revenue Recognition (D
Note 2 - Revenue Recognition (Details Textual) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Contract with Customer, Liability, Revenue Recognized | $ 946,884 | $ 464,223 |
Capitalized Contract Cost, Net, Total | $ 0 | $ 0 |
Number of Subcontracts with Significant Financing Component | 1 | 1 |
Subcontract, Payments Receivable Under Regular Terms, Percent | 90.00% | 90.00% |
Subcontract, Payments Receivable Deferred Until Specific Deliverable is Met, Percent | 10.00% | 10.00% |
Subcontract, Payments Receivable, Interest Rate | 4.50% | 4.50% |
Note 2 - Revenue Recognition -
Note 2 - Revenue Recognition - Disaggregation of Revenue From Contracts with Customers (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 15,033,504 | $ 13,903,071 |
Services Time and Materials [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 9,383,810 | $ 4,627,252 |
Services Time and Materials [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 62.50% | 33.30% |
Services Fixed Price Over Time [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 634,036 | $ 232,446 |
Services Fixed Price Over Time [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 4.20% | 1.70% |
Services Fixed Price [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 367,229 | $ 82,968 |
Services Fixed Price [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 2.40% | 0.60% |
Services Combination [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 92,940 | $ 476,629 |
Services Combination [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 0.60% | 3.40% |
Services Fixed Price per Unit [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 114,263 | $ 107,845 |
Services Fixed Price per Unit [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 0.80% | 0.80% |
Third-Party Software [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 4,245,730 | $ 7,697,940 |
Third-Party Software [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 28.20% | 55.40% |
Software Support and Maintenance [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 106,428 | $ 545,991 |
Software Support and Maintenance [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 0.70% | 3.90% |
Incentive Payments [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 89,068 | $ 132,000 |
Incentive Payments [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 0.60% | 0.90% |
All Products and Service [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 100.00% | 100.00% |
Note 2 - Revenue Recognition _2
Note 2 - Revenue Recognition - Changes in Contract Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract assets, balance | $ 210,688 | $ 0 |
Contract assets added | 312,475 | 210,688 |
Revenue billed | (523,163) | |
Contract assets, balance | 0 | 210,688 |
Contract liabilities, balance | 946,884 | 464,223 |
Contract liabilities added | 359,896 | 1,465,299 |
Revenue recognized | (1,119,945) | (982,638) |
Contract liabilities, balance | $ 186,835 | $ 946,884 |
Note 2 - Revenue Recognition _3
Note 2 - Revenue Recognition - Deferred Costs of Revenue Balances Included in Prepaid Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance, deferred costs of revenue | $ 89,068 | $ 453,607 |
Deferred costs added - maintenance | 228,010 | 66,624 |
Deferred costs added - deliverables | 17,406 | 41,161 |
Deferred costs expensed | (180,266) | (472,324) |
Balance, deferred costs of revenue | $ 154,218 | $ 89,068 |
Note 3 - Leases (Details Textua
Note 3 - Leases (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 01, 2019 | |
Lessee, Operating Lease, Rent Escalations, Percentage | 2.50% | ||
Operating Lease, Weighted Average Remaining Lease Term (Month) | 45 months | ||
Operating Lease, Weighted Average Discount Rate, Percent | 4.90% | ||
Operating Lease, Expense | $ 129,709 | $ 104,487 | |
Headquarters Office [Member] | |||
Lessee, Operating Lease, Term of Contract (Month) | 49 months | ||
Minimum [Member] | |||
Lessee, Operating Lease, Term of Contract (Month) | 37 months | ||
Maximum [Member] | |||
Lessee, Operating Lease, Term of Contract (Month) | 67 months |
Note 3 - Leases - Operating Lea
Note 3 - Leases - Operating Lease Maturities (Details) | Dec. 31, 2021USD ($) |
2022 | $ 223,299 |
2023 | 228,862 |
2024 | 174,721 |
2025 | 74,804 |
2026 | 70,220 |
Total lease payments | 771,906 |
Less: discount | (72,658) |
Present value of lease liabilities | $ 699,248 |
Note 4 - Receivables (Details T
Note 4 - Receivables (Details Textual) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable, after Allowance for Credit Loss, Total | $ 1,664,862 | $ 1,442,231 | $ 668,712 |
Note 4 - Receivables - Accounts
Note 4 - Receivables - Accounts Receivable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable, after Allowance for Credit Loss, Total | $ 1,664,862 | $ 1,442,231 | $ 668,712 |
Billed Revenues [Member] | Government Sector [Member] | |||
Accounts Receivable, after Allowance for Credit Loss, Total | 1,594,473 | 1,425,217 | |
Unbilled Revenues [Member] | |||
Accounts Receivable, after Allowance for Credit Loss, Total | $ 70,389 | $ 17,014 |
Note 5 - Fair Value Measureme_3
Note 5 - Fair Value Measurements - Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair value of contingent consideration | $ 0 | |
Total | 1,600,663 | $ 1,343,370 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Money market funds | 1,600,663 | 1,343,370 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair value of contingent consideration | 0 | |
Total | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Money market funds | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair value of contingent consideration | 930,000 | |
Total | 930,000 | 0 |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Money market funds | $ 0 | $ 0 |
Note 6 - Property and Equipme_3
Note 6 - Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation, Depletion and Amortization, Nonproduction, Total | $ 35,566 | $ 12,062 |
Note 6 - Property and Equipme_4
Note 6 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property and equipment gross | $ 453,142 | $ 374,486 |
Less: Accumulated depreciation | (347,886) | (312,320) |
Property and equipment, net | 105,256 | 62,166 |
Computer Equipment and Software [Member] | ||
Property and equipment gross | 328,397 | 291,925 |
Furniture and Fixtures [Member] | ||
Property and equipment gross | 117,307 | 75,747 |
Leasehold Improvements [Member] | ||
Property and equipment gross | $ 7,438 | $ 6,814 |
Note 7 - Acquisitions (Details
Note 7 - Acquisitions (Details Textual) - USD ($) | Dec. 10, 2021 | Apr. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combination, Acquisition Related Costs | $ 754,781 | $ 0 | ||||
Revenue from Contract with Customer, Including Assessed Tax | 15,033,504 | 13,903,071 | ||||
Operating Income (Loss), Total | (2,627,149) | 411,848 | ||||
Goodwill, Impairment Loss | 0 | $ 0 | ||||
Tellenger, Inc. [Member] | ||||||
Business Combination, Consideration Transferred, Total | $ 2,515,357 | |||||
Payments to Acquire Businesses, Gross | $ 2,315,357 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 68,264 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 200,000 | |||||
Business Combination, Acquisition Related Costs | $ 165,827 | 167,462 | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 2,446,607 | |||||
Operating Income (Loss), Total | $ 167,721 | |||||
Gray Matters [Member] | ||||||
Business Combination, Consideration Transferred, Total | $ 11,005,100 | |||||
Payments to Acquire Businesses, Gross | $ 7,240,100 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 436,481 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,500,000 | |||||
Business Combination, Acquisition Related Costs | 246,045 | 328,565 | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 0 | |||||
Operating Income (Loss), Total | (165,633) | |||||
Business Combination, Consideration Transferred, Liabilities Incurred | 2,265,000 | |||||
Business Combination, Deferred Cash Payment After Closing Date | 1,500,000 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Net Working Capital | $ 58,681 | |||||
Business Acquisition, Intangibles, Expected Tax Deductible Amount | 0 | |||||
Gray Matters [Member] | Deferred Consideration of Cash Payment [Member] | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,335,000 | |||||
Business Combination, Contingent Consideration, Discount Rate | 6.00% | |||||
Gray Matters [Member] | Contingent Consideration by Performance Metrics [Member] | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 930,000 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Minimum | 0 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Maximum | 4,000,000 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 500,000 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 1,500,000 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Most Likely Amount | 1,000,000 | |||||
Tellenger and Gray Matters [Member] | ||||||
Business Combination, Acquisition Related Costs | $ 496,027 | |||||
Deferred Tax Liabilities, Goodwill | $ 2,240,171 |
Note 7 - Acquisitions - Assets
Note 7 - Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) | Dec. 10, 2021 | Apr. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill | $ 7,585,269 | $ 0 | ||
Tellenger, Inc. [Member] | ||||
Cash | $ 81,473 | |||
Accounts receivable | 611,471 | |||
Other current assets | 6,338 | |||
Goodwill | 785,000 | |||
Total assets acquired | 2,974,282 | |||
Current liabilities | (458,925) | |||
Net assets acquired | 2,515,357 | |||
Tellenger, Inc. [Member] | Trade Names [Member] | ||||
Trade names | $ 280,000 | |||
Tellenger, Inc. [Member] | Customer Relationships [Member] | ||||
Useful Life (Year) | 8 years | |||
Finite-Lived Intangibles | $ 1,090,000 | |||
Tellenger, Inc. [Member] | Noncompete Agreements [Member] | ||||
Useful Life (Year) | 3 years | |||
Finite-Lived Intangibles | $ 120,000 | |||
Gray Matters [Member] | ||||
Cash | $ 20,235 | |||
Goodwill | 4,560,099 | |||
Total assets acquired | 11,349,236 | |||
Current liabilities | (344,136) | |||
Net assets acquired | 11,005,100 | |||
Fixed assets | $ 8,902 | |||
Gray Matters [Member] | Technology-Based Intangible Assets [Member] | ||||
Useful Life (Year) | 5 years | |||
Finite-Lived Intangibles | $ 2,900,000 | |||
Gray Matters [Member] | Customer Relationships [Member] | ||||
Useful Life (Year) | 6 years | |||
Finite-Lived Intangibles | $ 3,860,000 |
Note 7 - Acquisitions - Unaudit
Note 7 - Acquisitions - Unaudited Pro Forma Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Tellenger, Inc. [Member] | ||
Revenues | $ 16,259,467 | $ 18,352,184 |
Net (loss) income | (905,114) | 421,012 |
Gray Matters [Member] | ||
Revenues | 15,563,323 | 16,220,071 |
Net (loss) income | (3,238,517) | (186,976) |
Tellenger and Gray Matters [Member] | ||
Revenues | 16,789,286 | 20,669,184 |
Net (loss) income | $ (3,012,182) | $ (179,343) |
Note 7 - Acquisitions - Purchas
Note 7 - Acquisitions - Purchase Price Allocation (Details) - Gray Matters [Member] | Dec. 10, 2021USD ($) |
Net cash consideration | $ 7,240,100 |
Buyer common stock | 1,500,000 |
Present value of deferred consideration | 2,265,000 |
Total | 11,005,100 |
Deferred Consideration of Cash Payment [Member] | |
Present value of deferred consideration | 1,335,000 |
Contingent Consideration by Performance Metrics [Member] | |
Present value of deferred consideration | $ 930,000 |
Note 7 - Acquisitions - Identif
Note 7 - Acquisitions - Identifiable Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated amortization | $ (201,032) | $ 0 |
Net identifiable intangible assets | 8,048,968 | 0 |
Goodwill | 7,585,269 | $ 0 |
Tellenger and Gray Matters [Member] | ||
Gross identified intangible assets | 8,250,000 | |
Accumulated amortization | (201,032) | |
Net identifiable intangible assets | 8,048,968 | |
Goodwill | 7,585,269 | |
Intangible assets and goodwill | 15,634,237 | |
Tellenger and Gray Matters [Member] | Trade Names [Member] | ||
Gross carrying amount, infinite-lived assets | $ 280,000 | |
Technology-Based Intangible Assets [Member] | Tellenger and Gray Matters [Member] | ||
weighted average useful life (Year) | 5 years | |
Gross carrying amount, finite-lived assets | $ 2,900,000 | |
Customer Relationships [Member] | Tellenger and Gray Matters [Member] | ||
weighted average useful life (Year) | 6 years 4 months 24 days | |
Gross carrying amount, finite-lived assets | $ 4,950,000 | |
Noncompete Agreements [Member] | Tellenger and Gray Matters [Member] | ||
weighted average useful life (Year) | 3 years | |
Gross carrying amount, finite-lived assets | $ 120,000 |
Note 7 - Acquisitions - Amortiz
Note 7 - Acquisitions - Amortization Expenses (Details) | Dec. 31, 2021USD ($) |
2022 | $ 1,399,577 |
2023 | 1,399,577 |
2024 | 1,369,640 |
2025 | 1,359,581 |
2026 | 1,326,839 |
Thereafter | 913,754 |
Total | $ 7,768,968 |
Note 7 - Acquisitions - Changes
Note 7 - Acquisitions - Changes in Carrying Amount of Goodwill (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Balance as of December 31, 2020 | $ 0 |
Acquired goodwill | 7,585,269 |
Balance as of December 31, 2021 | $ 7,585,269 |
Note 8 - Revolving Lines of C_2
Note 8 - Revolving Lines of Credit (Details Textual) - USD ($) | Dec. 20, 2005 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 16, 2021 |
Proceeds from Long-term Lines of Credit | $ 602,306 | $ 0 | ||
Repayments of Long-term Lines of Credit | 602,306 | 0 | ||
Revolving Credit Facility [Member] | Summit Community Bank [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | |||
Debt Instrument, Interest Rate, Effective Percentage | 3.25% | |||
Long-term Line of Credit, Total | $ 0 | |||
Revolving Credit Facility [Member] | TD Bank [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | |||
Long-term Line of Credit, Total | 0 | |||
Proceeds from Long-term Lines of Credit | 0 | |||
Repayments of Long-term Lines of Credit | $ 0 | |||
Revolving Credit Facility [Member] | TD Bank [Member] | London Interbank Offered Rate (LIBOR) Swap Rate [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||
Revolving Credit Facility [Member] | TD Bank [Member] | London Interbank Offered Rate (LIBOR) Swap Rate [Member] | Minimum [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% |
Note 9 - Notes Payable (Details
Note 9 - Notes Payable (Details Textual) - USD ($) | Apr. 16, 2021 | Apr. 20, 2020 |
Term Loan [Member] | Summit Community Bank [Member] | ||
Debt Instrument, Face Amount | $ 1,000,000 | |
Debt Instrument, Term (Year) | 2 years | |
Debt Instrument, Interest Rate, Stated Percentage | 4.89% | |
Paycheck Protection Program CARES Act [Member] | ||
Proceeds from Issuance of Long-term Debt, Total | $ 450,000 |
Note 9 - Notes Payable - Note P
Note 9 - Notes Payable - Note Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Less current portion | $ 0 | $ (93,009) |
Non-current portion | 0 | 356,991 |
Total notes payable | 0 | 450,000 |
Paycheck Protection Program CARES Act [Member] | ||
Long-term debt | $ 0 | $ 450,000 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards, Total | $ 2,600 | |
Operating Loss Carryforwards, Subject to Expiration | 1,300 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | $ 0 | $ 0 |
Note 10 - Income Taxes - Provis
Note 10 - Income Taxes - Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income (loss) before taxes | $ 2,202,303 | $ (413,379) |
Income tax benefit (expense) at federal statutory rate | 462,484 | (86,800) |
State income tax benefit (expense), net of federal benefit | 97,318 | (20,700) |
Permanent Differences | (111,237) | (7,400) |
Other | 19,485 | 1,000 |
Net Operating Loss ("NOL") expirations | 0 | (66,600) |
Change in federal valuation allowance | 602,804 | 180,500 |
Income tax benefit | $ 1,070,854 | $ 0 |
Note 10 - Income Taxes - Income
Note 10 - Income Taxes - Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | $ 0 | $ 0 |
State & Local | (1,813) | 0 |
Current Federal, State and Local, Tax Expense (Benefit), Total | (1,813) | 0 |
Federal | 973,918 | 0 |
State & Local | 98,749 | 0 |
Deferred Federal, State and Local, Tax Expense (Benefit), Total | (1,072,667) | 0 |
Income tax benefit | $ 1,070,854 | $ 0 |
Note 10 - Income Taxes - Deferr
Note 10 - Income Taxes - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Net operating losses | $ 547,035 | $ 691,000 |
Stock-based compensation | 428,072 | 0 |
Accrued commissions | 50,047 | 39,600 |
Accrued vacations | 41,331 | 37,600 |
Other | 0 | 2,400 |
Deferred tax assets before valuation allowance | 1,066,485 | 770,600 |
Valuation allowance | 0 | (746,100) |
Net deferred tax assets | 1,066,485 | 24,500 |
Intangible Assets | 2,185,281 | 0 |
Fixed Assets | 3,434 | 24,500 |
Other | 45,274 | 0 |
Deferred tax liabilities | (2,233,989) | (24,500) |
Net deferred assets (liabilities) | $ (1,167,504) | $ 0 |
Note 11 - 401(K) Plans (Details
Note 11 - 401(K) Plans (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cost of Professional Fees and Selling, General and Administrative Expenses [Member] | ||
Defined Contribution Plan, Cost | $ 85,199 | $ 40,741 |
Note 12 - Stock-based Compens_3
Note 12 - Stock-based Compensation (Details Textual) - USD ($) | Jun. 01, 2016 | May 18, 2006 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 2,904,500 | 2,904,500 | 1,395,000 | 1,349,000 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 1,200,704 | $ 1,200,704 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Month) | 10 months | |||||
The 2021 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 5,000,000 | 5,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 1,590,000 | 1,590,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares) | 1,000,000 | 1,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 3,410,000 | 3,410,000 | ||||
The 2016 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 940,500 | 940,500 | 606,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares) | 578,000 | 578,000 | 371,000 | |||
The 2006 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,950,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 374,000 | 374,000 | 789,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares) | 374,000 | 374,000 | 789,000 |
Note 12 - Stock-based Compens_4
Note 12 - Stock-based Compensation - Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Dividend yield | 0.00% | 0.00% |
Expected term (Year) | 5 years | |
Minimum [Member] | ||
Risk-free interest rate | 0.46% | 0.26% |
Expected term (Year) | 2 years 6 months | |
Expected volatility | 46.00% | 65.80% |
Maximum [Member] | ||
Risk-free interest rate | 1.26% | 0.39% |
Expected term (Year) | 5 years | |
Expected volatility | 92.00% | 90.30% |
Note 12 - Stock-based Compens_5
Note 12 - Stock-based Compensation - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding, shares (in shares) | 1,395,000 | 1,349,000 |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.31 | $ 0.23 |
Options granted, shares (in shares) | 1,982,500 | 235,000 |
Options granted, weighted average exercise price (in dollars per share) | $ 4.48 | $ 0.64 |
Options exercised, shares (in shares) | (453,000) | (50,000) |
Options exercised, weighted average exercise price (in dollars per share) | $ 0.21 | $ 0.20 |
Options expired, shares (in shares) | (20,000) | (99,000) |
Options expired, weighted average exercise price (in dollars per share) | $ 0.17 | $ 0.18 |
Options forfeited (in shares) | (40,000) | |
Options forfeited, weighted average exercise price (in dollars per share) | $ 0.16 | |
Outstanding, weighted average remaining contractual term (Month) | 4 years 11 months | 4 years 5 months |
Outstanding, aggregate intrinsic value | $ 5,159,253 | $ 1,591,223 |
Outstanding, shares (in shares) | 2,904,500 | 1,395,000 |
Outstanding, weighted average exercise price (in dollars per share) | $ 3.17 | $ 0.31 |
Exercisable, shares (in shares) | 1,952,000 | |
Exercisable, weighted average exercise price (in dollars per share) | $ 2.73 | |
Exercisable, weighted average remaining contractual term (Month) | 4 years 7 months | |
Exercisable, aggregate intrinsic value | $ 4,326,073 |
Note 12 - Stock-based Compens_6
Note 12 - Stock-based Compensation - Nonvested Option Awards Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Options granted, shares (in shares) | 1,982,500 | 235,000 |
Share-based Payment Arrangement, Option [Member] | ||
Nonvested, shares (in shares) | 235,000 | 23,500 |
Nonvested, weighted average grant date fair value (in dollars per share) | $ 0.36 | $ 0.17 |
Options granted, shares (in shares) | 1,982,500 | 235,000 |
Granted, weighted average grant date fair value (in dollars per share) | $ 1.55 | $ 0.36 |
Vested, shares (in shares) | (1,265,000) | (23,500) |
Vested, weighted average grant date fair value (in dollars per share) | $ 1.35 | $ 0.17 |
Forfeited, shares (in shares) | 0 | 0 |
Forfeited, weighted average grant date fair value (in dollars per share) | $ 0 | $ 0 |
Nonvested, shares (in shares) | 952,500 | 235,000 |
Nonvested, weighted average grant date fair value (in dollars per share) | $ 1.51 | $ 0.36 |
Note 13 - Private Offerings o_3
Note 13 - Private Offerings of Common Stock (Details Textual) - Private Placement [Member] - USD ($) | Dec. 10, 2021 | Aug. 26, 2021 | Mar. 31, 2021 |
Stock Issued During Period, Shares, New Issues (in shares) | 330,666 | ||
Sale of Stock, Price Per Share (in dollars per share) | $ 1.50 | ||
Proceeds from Issuance of Private Placement | $ 10,000,000 | $ 2,800,000 | $ 495,999 |
Sale of Stock, Number of Units Issued (in shares) | 3,289,526 | 1,400,000 | |
Sale of Stock, Price per Unit (in dollars per share) | $ 3.04 | $ 2 | |
Sale of Stock, Number of Common Stock in Each Unit (in shares) | 1 | ||
Sale of Stock, Number of Warrants in Each Unit (in shares) | 1 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 4.50 | $ 3 | |
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 657,933 | 1,400,000 | |
Class of Warrant or Right, Minimum Weighted Average Price Per Share Required for Mandatory Exercise of Warrants (in dollars per share) | $ 12.50 |
Note 13 - Private Offerings o_4
Note 13 - Private Offerings of Common Stock - Fair Value (Details) - Private Placement [Member] - USD ($) | Dec. 10, 2021 | Aug. 26, 2021 | Mar. 31, 2021 |
Unregistered shares | $ 9,328,000 | $ 2,156,000 | |
Warrants | 672,000 | 644,000 | |
Total | 10,000,000 | 2,800,000 | $ 495,999 |
Common Stock [Member] | |||
Unregistered shares | 32,895 | 14,000 | |
Warrants | 0 | 0 | |
Total | 32,895 | 14,000 | |
Additional Paid-in Capital [Member] | |||
Unregistered shares | 9,295,105 | 2,142,000 | |
Warrants | 672,000 | 644,000 | |
Total | $ 9,967,105 | $ 2,786,000 |
Note 14 - (Loss) income Per S_3
Note 14 - (Loss) income Per Share (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 0 | |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 692,312 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 39,847 |
Note 14 - (Loss) income Per S_4
Note 14 - (Loss) income Per Share - Reconciliation of the Amounts Used in Calculating Basic and Diluted Net Loss Per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net (loss) income | $ (1,131,449) | $ 413,379 |
Basic weighted average shares outstanding (in shares) | 12,574,016 | 11,222,826 |
Dilutive effect of warrants and/or options (in shares) | 0 | 826,496 |
Diluted weighted average shares outstanding (in shares) | 12,574,016 | 12,049,322 |
Basic (loss)/earnings per share (in dollars per share) | $ (0.09) | $ 0.04 |
Diluted (loss)/earnings per share (in dollars per share) | $ (0.09) | $ 0.03 |
Note 15 - Financial Statement_3
Note 15 - Financial Statement Captions - Prepaid Expenses and Other Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred costs of software sales | $ 154,218 | $ 47,907 |
Deferred direct cost of pending deliverables | 0 | 41,161 |
Licenses and subscriptions | 43,146 | 22,840 |
Prepaid insurance | 72,800 | 26,072 |
Other | 6,826 | 4,790 |
Total | 276,990 | 142,770 |
Legal and professional fees | 144,486 | 0 |
Cost of software sales | 7,652 | 46,078 |
Other | 50,940 | 8,196 |
Other accrued liabilities | $ 203,078 | $ 54,274 |
Note 16 - Subsequent Events (De
Note 16 - Subsequent Events (Details Textual) - USD ($) | Mar. 18, 2022 | Dec. 10, 2021 | Aug. 26, 2021 | Mar. 31, 2021 | Jun. 30, 2022 |
Private Placement [Member] | |||||
Proceeds from Issuance of Private Placement | $ 10,000,000 | $ 2,800,000 | $ 495,999 | ||
Private Placement [Member] | Forecast [Member] | |||||
Proceeds from Issuance of Private Placement | $ 66,500,000 | ||||
Knowmadics [member] | Subsequent Event [Member] | |||||
Business Combination, Consideration Transferred, Total | $ 90,000,000 | ||||
Payments to Acquire Businesses, Gross | 56,500,000 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 33,500,000 |