Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
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 | 2022 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-41092 | ||
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 | $ 20,442,174 | ||
Entity Common Stock, Shares Outstanding | 19,259,840 | ||
Auditor Name | CohnReznick LLP | ||
Auditor Location | Tysons, Virginia | ||
Auditor Firm ID | 596 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 731,081 | $ 4,931,302 |
Accounts receivable | 1,629,559 | 1,664,862 |
Prepaid expenses and other current assets | 442,445 | 276,990 |
Total current assets | 2,803,085 | 6,873,154 |
Intangible assets, net of accumulated amortization of $1,600,604 and $201,032 and impairment of $3,649,193 and $0, respectively. | 3,000,203 | 8,048,968 |
Goodwill | 1,125,101 | 7,585,269 |
Right-of-use operating lease asset | 376,104 | 672,896 |
Property and equipment, net of accumulated depreciation and amortization of $391,628 and $347,886, respectively | 597,416 | 105,256 |
Other assets | 79,305 | 77,100 |
Total assets | 7,981,214 | 23,362,643 |
Current liabilities | ||
Accounts payable | 573,789 | 650,499 |
Revolving line of credit | 425,000 | 0 |
Accrued payroll and related liabilities | 676,796 | 524,055 |
Commissions payable | 125,033 | 224,250 |
Income taxes payable | 3,101 | 0 |
Other accrued liabilities | 283,497 | 204,080 |
Contract liabilities | 182,756 | 186,835 |
Operating lease liabilities - current | 203,342 | 192,128 |
Deferred acquisition consideration - current | 1,415,098 | 0 |
Total current liabilities | 3,888,412 | 1,981,847 |
Operating lease liabilities - non-current | 303,778 | 507,120 |
Deferred tax liabilities, net | 59,121 | 1,167,504 |
Contingent acquisition consideration | 0 | 930,000 |
Deferred acquisition consideration - non-current | 0 | 1,335,000 |
Total liabilities | 4,251,311 | 5,921,471 |
Stockholders' equity | ||
Common stock, $0.001 par value 100,000,000 shares authorized; 20,838,599 and 18,882,313 shares issued, 19,165,548 and 17,239,697 shares outstanding as of December 31, 2022 and December 31, 2021, respectively | 20,839 | 18,882 |
Additional paid-in capital | 35,865,076 | 31,789,464 |
Accumulated deficit | (31,190,801) | (13,436,963) |
Treasury stock, 1,673,051 and 1,642,616 shares at cost, as of December 31, 2022 and December 31, 2021, respectively | (965,211) | (930,211) |
Total stockholders' equity | 3,729,903 | 17,441,172 |
Total liabilities and stockholders' equity | $ 7,981,214 | $ 23,362,643 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets, accumulated amortization | $ 1,600,604 | $ 201,032 |
Intangible assets, impairment loss | 3,649,193 | 0 |
Goodwill, impairment loss | 6,460,168 | 0 |
Property and equipment, accumulated depreciation and amortization | $ 391,628 | $ 347,886 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 20,838,599 | 18,882,313 |
Common stock, shares outstanding (in shares) | 19,165,548 | 17,239,697 |
Treasury stock, shares (in shares) | 1,673,051 | 1,642,616 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Total revenues | $ 12,021,952 | $ 15,033,504 |
Cost of revenues | ||
Total cost of revenues excluding depreciation and amortization | 9,441,794 | 11,417,888 |
Gross profit | 2,580,158 | 3,615,616 |
Selling, general and administrative expenses | 12,064,683 | 6,242,765 |
Change in fair value of contingent consideration | (930,000) | 0 |
Impairment of long-lived assets | 3,762,915 | 0 |
Goodwill impairment | 6,460,168 | 0 |
Loss from operations | (18,777,608) | (2,627,149) |
Other income (expense) | ||
Interest expense | (81,621) | (37,325) |
Other income, net | 7,107 | 12,171 |
Gain on forgiveness of note payable | 0 | 450,000 |
Loss before provision for income taxes | (18,852,122) | (2,202,303) |
Income tax benefit | 1,098,284 | 1,070,854 |
Net loss | $ (17,753,838) | $ (1,131,449) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.98) | $ (0.09) |
Weighted average common shares outstanding | ||
Basic and diluted (in shares) | 18,057,455 | 12,574,016 |
Professional Fees [Member] | ||
Revenues | ||
Total revenues | $ 9,346,022 | $ 10,592,278 |
Cost of revenues | ||
Total cost of revenues excluding depreciation and amortization | 6,933,080 | 7,082,767 |
Software Sales [Member] | ||
Revenues | ||
Total revenues | 2,675,930 | 4,441,226 |
Cost of revenues | ||
Total cost of revenues excluding depreciation and amortization | $ 2,508,714 | $ 4,335,121 |
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, 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 |
Stock and warrants issued (in shares) | 5,524,937 | ||||
Stock and warrants issued | $ 55,249 | 14,939,305 | 0 | 0 | $ 14,994,554 |
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 |
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 |
Net Income (loss) | 0 | 0 | (17,753,838) | 0 | (17,753,838) |
Stock option compensation | $ 0 | 1,967,927 | 0 | 0 | $ 1,967,927 |
Issuance of stock from exercise of options (in shares) | 264,000 | 264,000 | |||
Issuance of stock from exercise of options | $ 264 | 72,378 | 0 | (35,000) | $ 37,642 |
Stock issued (in shares) | 1,692,286 | ||||
Stock issued | $ 1,693 | 2,035,307 | 0 | 0 | 2,037,000 |
Balances (in shares) at Dec. 31, 2022 | 20,838,599 | ||||
Balances at Dec. 31, 2022 | $ 20,839 | $ 35,865,076 | $ (31,190,801) | $ (965,211) | $ 3,729,903 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (17,753,838) | $ (1,131,449) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,443,314 | 236,598 |
Impairment of long-lived assets | 3,762,915 | 0 |
Goodwill impairment | 6,460,168 | 0 |
Stock-based compensation | 1,967,927 | 1,868,897 |
Gain on forgiveness of note payable | 0 | (450,000) |
Deferred income tax expense (benefit) | (1,108,383) | (1,070,854) |
Amortization of right-of-use assets | 183,070 | 621,491 |
Amortization of right-of-use assets | (183,070) | (621,491) |
Accretion of deferred acquisition consideration | 80,098 | 0 |
Change in fair value of contingent consideration | (930,000) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 35,303 | 388,840 |
Prepaid expenses and other current assets | (15,455) | (127,882) |
Contract assets | 0 | 210,688 |
Other assets | (2,205) | (12,138) |
Accounts payable | (76,710) | (111,797) |
Contract liabilities | (4,079) | (760,049) |
Accrued payroll and related liabilities and other accrued liabilities | 235,259 | 149,345 |
Operating lease liability | (192,128) | 653,653 |
Commissions payable | (99,217) | 42,624 |
Net cash used in operating activities | (6,013,961) | (735,015) |
Cash flows from investing activities | ||
Acquisition of property and equipment | (535,902) | (69,754) |
Net cash used in investing activities | (535,902) | (9,582,184) |
Cash flows from financing activities | ||
Borrowing under revolving line of credit | 425,000 | 602,306 |
Repayments under revolving line of credit | 0 | (602,306) |
Borrowing under long-term note | 0 | 1,000,000 |
Repayments of long-term note | 0 | (1,000,000) |
Proceeds from issuance of stock | 1,887,000 | 13,294,554 |
Proceeds from exercise of stock options | 37,642 | 95,787 |
Net cash provided by financing activities | 2,349,642 | 13,390,341 |
Net (decrease) increase in cash and cash equivalents | (4,200,221) | 3,073,142 |
Cash and cash equivalents, beginning of year | 4,931,302 | 1,858,160 |
Cash and cash equivalents, end of year | 731,081 | 4,931,302 |
Supplemental Cash Flow Information | ||
Interest paid | (1,250) | (35,202) |
Non-cash investing and financing activities | ||
Forgiveness of note payable | 0 | 450,000 |
Deferred and contingent consideration in connection with the acquisition of Gray Matters, Inc. | 0 | 2,265,000 |
Tellenger, Inc. [Member] | ||
Cash flows from investing activities | ||
Acquisition of Gray Matters, net of cash acquired | 0 | (2,233,884) |
Non-cash investing and financing activities | ||
Stock Issued | 0 | 200,000 |
Gray Matters [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Goodwill impairment | 6,460,168 | |
Cash flows from investing activities | ||
Acquisition of Gray Matters, net of cash acquired | 0 | (7,278,546) |
Non-cash investing and financing activities | ||
Stock Issued | 0 | 1,500,000 |
Common Stock Purchase Agreement [Member] | ||
Non-cash investing and financing activities | ||
Stock Issued | $ 150,000 | $ 0 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Note 1. Summary of Significant Accounting Policies Organization and Business Founded in 1979 December 2021. 2021 two Liquidity and Going Concern During the year ended December 31, 2022, December 31, 2022, December 31, 2022, March 17, 2023, 19 2023 no one The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations and potential other funding sources, in addition to cash on-hand, to meet its obligations as they become due. The Company’s consolidated financial statements do not 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. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses; fair values of financial instruments, reporting units, intangible assets, and goodwill; useful lives of intangible assets and property and equipment; the valuation of stock-based compensation, the valuation of deferred tax assets and liabilities; and contingent liabilities, among others. We base our estimates on assumptions, both historical and forward looking, that are believed to be reasonable, and the results of which form the basis for making judgments about the carrying values of assets and liabilities. Revenue Recognition See Note 2 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, 2022 2021 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 three Software Development Costs The Company capitalizes costs related to software developed or obtained for internal use in accordance with Accounting Standards Codification (“ASC”) 350 40, 350 40” 350 40: ● Preliminary project stage: (a) conceptual formulation of alternatives; (b) evaluation of alternatives; (c) determination of existence of needed technology; and (d) final selection of alternatives. Internal and external costs incurred during the preliminary project stage are expensed as incurred. ● Application development stage: (a) design of chosen path, including software configuration and software interfaces; (b) coding; (c) installation to hardware; and (d) testing, including parallel processing phase. Internal and external costs incurred to develop internal-use computer software during the application development stage are capitalized. ● Post-implementation-operation stage: (a) training; and (b) application maintenance. Internal and external costs incurred during the post-implementation-operation stage are expensed as incurred. During 2022, not Therefore, when the software is used to produce a product or in a process to provide a service to a customer, and the customer is not 350 40. one not Capitalized software development costs are included in property and equipment on the consolidated balance sheets, see Note 7. Stock-Based Compensation The Company’s stock-based compensation plans as of December 31, 2022 14 December 31, 2022 2021, 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. The Company expects that recent tax law changes contained in the Inflation Reduction Act and CHIPS Act will not not not not, 12. Loss Per Share The Company’s loss per share calculation is 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 17. Concentration of Credit Risk During the year ended December 31, 2022, five one During the year ended December 31, 2021, five one The Company sold third one 2022 2021, As of December 31, 2022, one one one As of December 31, 2021, 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. See Note 8. Intangibles and Goodwill The Company accounts for goodwill and other intangible assets in accordance with ASC Topic 350, 350” two two not not may not October 31 Management evaluates the recoverability of the Company’s indefinite-lived intangible assets (tradenames) annually on October 31, Management evaluates the recoverability of the Company’s finite-lived intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets or asset groups that contain those assets. If impairment is indicated based on a comparison of an asset group’s carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. As discussed further in Note 6, 2022 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 no December 31, 2022. No |
Note 2 - Revenue Recognition
Note 2 - Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
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 Year ended December 31, 2022 Year ended December 31, 2021 Contract Type Amount Percentage Amount Percentage Services time & materials $ 7,521,165 62.6 % $ 9,383,810 62.5 % Services firm fixed price 998,970 8.3 % 367,229 2.4 % Services fixed price over time 407,611 3.4 % 634,036 4.2 % Services combination 113,610 0.9 % 92,940 0.6 % Services fixed price per unit 304,666 2.5 % 114,263 0.8 % Third-party software 2,427,937 20.2 % 4,245,730 28.2 % Software support & maintenance 142,891 1.2 % 106,428 0.7 % Incentive payments 105,102 0.9 % 89,068 0.6 % Total revenue $ 12,021,952 100.0 % $ 15,033,504 100.0 % 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 2022 2021 Balance at December 31, 2020 $ 210,668 Contract assets added 312,475 Revenue billed (523,143 ) Balance at December 31, 2021 - Contract assets added - Revenue billed - Balance at December 31, 2022 $ - 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 2022 2021 Balance at December 31, 2020 $ 946,884 Contract liabilities added 359,896 Revenue recognized (1,119,945 ) Balance at December 31, 2021 186,835 Contract liabilities added 439,230 Revenue recognized (443,309 ) Balance at December 31, 2022 $ 182,756 Revenue recognized during 2022 December 31, 2021 2021 December 31, 2020 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, 2022, 2021. Deferred Costs of Revenue Deferred costs of revenue consist of the costs of third not not 2022 2021 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 Deferred costs added - maintenance 223,148 Deferred costs expensed (220,647 ) Balance at December 31, 2022 $ 156,719 |
Note 3 - Segment Information
Note 3 - Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 3. Segment Information Prior to the acquisition of GMI and through June 30, 2022, September 2022, July 1, 2022 two For the year ended December 31, 2022: Tellenger Blockchain Corporate Consolidated Revenue $ 11,023,982 $ 998,970 $ - $ 12,022,952 Depreciation and amortization 211,360 1,223,328 8,626 1,443,314 Other significant non-cash items: Stock-based compensation 175,693 691,472 1,100,762 1,967,927 Change in fair value of contingent consideration - (930,000 ) - (930,000 ) Impairment of long-lived assets - 3,762,915 - 3,762,915 Goodwill impairment - 6,460,168 - 6,460,168 Total other significant non-cash items 175,693 9,984,555 1,100,762 11,261,010 Operating income (loss) $ 610,753 $ (13,358,651 ) $ (6,029,710 ) $ (18,777,608 ) Interest expense (81,621 ) Other income, net 7,107 Income tax benefit 1,098,284 Net loss $ (17,753,838 ) Acquisition of property and equipment $ 10,447 $ 498,425 $ 27,030 $ 535,902 For the year ended December 31, 2021: Tellenger Blockchain Consolidated Revenue $ 15,033,504 $ - $ 15,033,504 Depreciation and amortization 167,332 69,266 236,598 Operating loss $ (2,627,149 ) Interest expense (37,325 ) Other income, net 12,171 Gain on forgiveness of note payable 450,000 Income tax benefit 1,070,854 Net loss $ (1,131,449 ) Acquisition of property and equipment $ 69,754 Total assets for each operating segment as of December 31 2022 2021 Tellenger $ 4,000,760 $ 4,812,450 Blockchain SCM 2,500,000 13,159,805 Corporate 1,480,454 5,390,388 Consolidated $ 7,981,214 $ 23,362,643 |
Note 4 - Leases
Note 4 - Leases | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | Note 4. Leases The Company has two one one 2021 December 31, 2022 2021. June 30, 2021 As of December 31, 2022 2021, 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, 2022, two December 31, 2022 2023 $ 228,862 2024 174,721 2025 74,804 2026 70,220 Total lease payments 548,607 Less: discount (41,487 ) Present value of lease liabilities $ 507,120 The total expense incurred related to its operating leases was $214,241 and $129,709 for the years ended December 31, 2022 2021, |
Note 5 - Receivables
Note 5 - Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Accounts and Nontrade Receivable [Text Block] | Note 5. Receivables Accounts receivable as of December 31, 2022 2021, 2022 2021 Billed federal government $ 1,573,407 $ 1,594,473 Billed commercial 56,152 - Unbilled receivables - 70,389 Accounts receivable $ 1,629,559 $ 1,664,862 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, 2020, |
Note 6 - Fair Value Measurement
Note 6 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 6. 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, 2022 2021: December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 58,242 $ - $ - $ 58,242 Other liabilities: Fair value of contingent consideration $ - $ - $ - $ - December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 1,600,663 $ - $ - $ 1,660,663 Other liabilities: Fair value of contingent consideration $ - $ - $ 930,000 $ 930,000 The following table reflects the change in fair value of our financial instruments measured at fair value on a recurring basis based on Level 3 December 31, 2020 $ - Change in fair value 930,000 December 31, 2021 930,000 Change in fair value (930,000 ) December 31, 2022 $ - Money market funds are highly-liquid investments and are included in cash and cash equivalents on the consolidated balance sheets. The pricing information on these investment instruments is readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 8 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. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The following table is a summary of gains and losses on assets measured at fair value on a nonrecurring basis: 2022 2021 Impairment of long-lived assets Intangible assets $ 3,649,193 $ - Right of use assets 113,722 - 3,762,915 - Impairment of goodwill 6,460,168 - Total $ 10,223,083 $ - During the third 2022, September 30, 2022, third 2022, For our third 2022 may 3 2022 third In December 2022, January 2023, not January 18, 2023 December 31, 2022, The components of the consideration and methods for valuing them to determine the fair value of the Gray Matters reporting unit are as follows: Consideration Amount Description and Valuation Methodology Cash, net $ 935,000 Cash at closing of $1 million less estimated value of transition services to be provided. Buyer stock 581,000 Based on estimated post-money valuation of GMI after SP investment, applying a minority interest discount. Contingent payments 682,000 Annual cash payments, over approximately seven years, up to a total of $4 million, equal to 5% of GMI’s net revenue. Applied a discount rate of 40.8% to projected revenue. Net working capital 302,000 Carrying value approximates fair value. Estimated fair value of reporting unit $ 2,500,000 As a result of the December 31, 2022 2022. |
Note 7 - Property and Equipment
Note 7 - Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 7. Property and Equipment Property and equipment consist of the following as of December 31: 2022 2021 Software development costs $ 498,425 $ - Computer equipment and purchased software 365,874 328,397 Furniture and equipment 117,307 117,307 Leasehold improvements 7,438 7,438 Property and equipment, gross 989,044 453,142 Less: Accumulated depreciation (391,628 ) (347,886 ) Property and equipment, net $ 597,416 $ 105,256 Depreciation and amortization expense related to property and equipment for the years ended December 31, 2022 2021, 2022, |
Note 8 - Business Combinations
Note 8 - Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 8. Business Combinations Gray Matters, Inc. Initial Acquisition in 2021 On December 10, 2021, Net cash consideration $ 7,240,100 Buyer common stock 1,500,000 Fair value of deferred consideration 1,335,000 Fair value of contingent consideration 930,000 Total $ 11,005,100 Common stock consideration consisted of 436,481 shares of WaveDancer common stock valued at $1,500,000 as of the transaction closing date. The deferred consideration of $1,335,000 is the estimated present value as of the closing date of the $1,500,000 cash payment due to the selling shareholder of GMI (the “Seller”) on the second 2022 December 31, 2022. $1,000,000 December 31, 2021. 6% 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 was 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 were not not December 10 December 31, 2021 The purchase price for GMI was 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 Goodwill also arose from recognizing deferred tax liabilities from recording in the purchase accounting intangible assets that are amortizable for financial reporting but not 2022 We remeasured the contingent consideration liability as of December 31, 2022 zero December 31, 2022. 6, 2022 December 31, 2022. 19, March 17, 2023 Tellenger, Inc. On April 7, 2021, not not not not April 7 December 31, 2021. The purchase price for Tellenger was 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 Goodwill also arises from recognizing deferred tax liabilities from recording in the purchase accounting intangible assets that are amortizable for financial reporting but not Supplemental Combined Pro Forma Information The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisitions of both Tellenger and Gray Matters had been completed on January 1, 2021. The pro forma data are for informational purposes only and are not January 1, 2021, not 2021 2022 2021 Revenues $ 12,022,952 $ 16,789,286 Net loss $ (17,753,838 ) $ (3,012,182 ) |
Note 9 - Intangible Assets and
Note 9 - Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 9. Intangible Assets and Goodwill The following table summarizes our intangible assets as of December 31, 2022 2021 2022: Weighted Average Useful Life (Years) December 31, 2021 Additions Impairment December 31, 2022 Intangible assets with estimated useful lives Technology 5.0 $ 2,900,000 $ - $ (1,526,564 ) $ 1,373,436 Customer relationships 6.4 4,950,000 - (2,122,629 ) 2,827,371 Non-compete agreements 3.0 120,000 - - 120,000 Accumulated amortization (201,032 ) (1,399,572 ) - (1,600,604 ) Sub-total 7,768,968 (1,399,572 ) (3,649,193 ) 2,720,203 Intangible assets with indefinite lives Trade names Indefinite 280,000 - - 280,000 Net identifiable intangible assets $ 8,048,968 $ (1,399,572 ) $ (3,649,193 ) $ 3,000,203 As of December 31, 2022, five 2023 $ 578,088 2024 548,151 2025 538,092 2026 537,846 2027 347,538 Thereafter 170,488 Total $ 2,720,203 Information regarding our goodwill for each operating segment is as follows: Tellenger Blockchain SCM Consolidated Goodwill, gross Balance at December 31, 2021 $ 1,125,101 $ 6,460,168 $ 7,585,269 Additions - - - Balance at December 31, 2022 1,125,101 6,460,168 7,585,269 Cumulative impairment loss Balance at December 31, 2021 - - - Impairment expense - (6,460,168 ) (6,460,168 ) Balance at December 31, 2022 - (6,460,168 ) (4,210,168 ) Goodwill, net Balance at December 31, 2021 $ 1,125,101 $ 6,460,168 $ 7,585,269 Balance at December 31, 2022 $ 1,125,101 $ - $ 1,125,101 See Note 6 December 31, 2022. |
Note 10 - Revolving Lines of Cr
Note 10 - Revolving Lines of Credit | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 10. Revolving Lines of Credit On September 30, 2022, The Wall Street Journal December 31, 2022, As of December 31, 2022, On April 16, 2021 The Wall Street Journal April 16, 2022. December 31, 2021, 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. |
Note 11 - Notes Payable
Note 11 - Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Long-Term Debt [Text Block] | Note 11. Notes Payable Paycheck Protection Program ( PPP ) Loan On April 20, 2020, 2021, October 13, 2021 There were no outstanding notes payable balances as of December 31, 2022 2021. Summit Community Bank Loan On April 16, 2021, two December 30, 2021, |
Note 12 - Income Taxes
Note 12 - Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 12. Income Taxes Income tax expense for the years ended December 31, 2022 2021 2022 2021 Current income tax (expense) benefit Federal $ (2,533 ) $ - State & Local (7,566 ) (1,813 ) (10,099 ) (1,813 ) Deferred income tax (expense) benefit Federal 723,041 973,918 State & Local 385,342 98,749 1,108,383 1,072,667 Income tax benefit $ 1,098,284 $ 1,070,854 The provision for income taxes is at an effective rate different from the federal statutory rate due principally to the following: 2022 2021 Loss before taxes $ (18,852,122 ) $ (2,202,303 ) Income tax benefit at federal statutory rate $ 3,957,892 $ 462,484 State income tax benefit, net of federal benefit 379,365 97,318 Permanent Differences (1,313,947 ) (111,237 ) Net Operating Loss ("NOL") expirations (12,431 ) - Other 163,945 19,485 Federal valuation allowance (2,076,540 ) 602,804 Income tax benefit $ 1,098,284 $ 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: 2022 2021 Deferred tax assets Net operating losses $ 2,649,902 $ 547,035 Stock-based compensation 743,915 428,072 Accrued commissions 17,836 50,047 Accrued vacations 46,665 41,331 Fixed assets 1,509 - Other 28,025 - Deferred tax assets before valuation allowance 3,487,852 1,066,485 Valuation allowance (2,793,271 ) - Net deferred tax assets 694,581 1,066,485 Deferred tax liabilities Intangible Assets (753,702 ) (2,185,281 ) Fixed Assets - (3,434 ) Other - (45,274 ) Deferred tax liabilities (753,702 ) (2,233,989 ) Net deferred tax liabilities $ (59,121 ) $ (1,167,504 ) The Company has net operating loss carryforwards of approximately $9.4 million, of which $1.3 million will expire, if unused, between the years 2023 2037. The Company has analyzed its income tax positions using the criteria required by U.S. GAAP and concluded that, as of December 31, 2022 2021, 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 13 - 401(K) Plans
Note 13 - 401(K) Plans | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Retirement Benefits [Text Block] | Note 13. 401 We have two 401 401 401 December 31, 2022 2021, |
Note 14 - Stock-based Compensat
Note 14 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | Note 14. 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 2022 2021 2022 2021 Risk-free interest rate 1.88% - 4.26% 0.46% - .26% Dividend yield 0% 0% Expected term (in years) 3.25 – 6 2.5 – 5 Expected volatility 45.8% - 48.1% 46.0% - 92.0% Determining the assumptions for the expected term and volatility requires management to exercise significant judgment. The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not 2021 The 2021 October 11, 2021 October 11, 2031. 2021 may 2021 2021 no ten December 31, 2022 2021, 2021 2016 The 2016 June 1, 2016 April 4, 2026. 2016 may 2016 2016 no ten December 31, 2022 2021, 2016 No may 2016 2006 The 2006 May 18, 2006, April 12, 2016. 2006 2006 2006 no ten 2006 December 31, 2022 2021, The status of the options issued under the foregoing option plans as of December 31, 2022 2021, Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contract Term Aggregate Outstanding at December 31, 2020 1,395,000 $ 0.31 4 years, 5 months $ 1,591,223 Granted 1,982,500 4.48 Exercised (453,000 ) 0.21 Expired (20,000 ) 0.17 Outstanding at December 31, 2021 2,904,500 $ 3.17 4 years, 11 months $ 5,195,253 Granted 1,952,000 2.82 Exercised (264,000 ) 0.28 Expired (5,000 ) 0.35 Forfeited (35,000 ) 1.30 Outstanding at December 31, 2022 4,552,500 3.21 6 years, 5 months $ 95,397 Exercisable at December 31, 2022 2,196,750 $ 3.31 4 years, 4 months $ 95,397 The total intrinsic value of options exercised in the years ended December 31, 2022 2021 Nonvested stock option awards as of December 31, 2022 2021, Shares Weighted Average Exercise Price Per Share Weighted Average Grant Date Fair Value Nonvested at December 31, 2020 235,000 $ 0.64 $ 0.36 Granted 1,982,500 4.48 1.55 Vested (1,265,000 ) 4.07 1.35 Nonvested at December 31, 2021 952,500 $ 4.08 $ 1.51 Granted 1,952,000 2.82 1.36 Vested (513,750 ) 3.90 1.47 Forfeited (35,000 ) 1.30 0.62 Nonvested at December 31, 2022 2,355,750 $ 3.11 $ 1.32 As of December 31, 2022, |
Note 15 - Common Stock Purchase
Note 15 - Common Stock Purchase Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Common Stock Purchase Agreement [Text Bock] | Note 15. Common Stock Purchase Agreement On July 8, 2022, not no 1933, may December 31, 2022, |
Note 16 - Private Offerings of
Note 16 - Private Offerings of Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 16. Private Offerings of Common Stock In August 2022 In March 2021, In August 2021, one one one August 31, 2026. In December 2021, 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 2022 2021 not The shares in the private offering transactions in August 2022 six 144 The shares in the private offering transactions in August December 2021 six 144 six six six 480, Distinguishing Liabilities from Equity August December 2021 Common Paid-In Stock Capital Total August 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 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 17 - Loss Per Share
Note 17 - Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 17. Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss attributable 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 841,724 and 692,312 shares from stock options and 75,371 and 39,847 shares from warrants were excluded from diluted shares for the years ended December 31, 2022 2021, |
Note 18 - Financial Statement C
Note 18 - Financial Statement Captions | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Supplemental Balance Sheet Disclosures [Text Block] | Note 18. Financial Statement Captions The following table summarizes the Company’s prepaid expenses and other current assets as of December 31, 2022 2021: 2022 2021 Licenses and subscriptions $ 196,277 $ 43,146 Stock issuance costs 150,000 - Prepaid insurance 96,168 72,800 Deferred costs of software sales - 154,218 Other - 6,826 Total $ 442,445 $ 276,990 The following table summarizes the Company’s other current liabilities as of December 31, 2022 2021: 2022 2021 Legal and professional fees $ 190,200 $ 144,486 Cost of professional services 45,762 - Cost of software sales 19,180 7,652 Interest expense 1,195 1,002 Other 27,160 50,940 Total $ 283,497 $ 204,080 |
Note 19 - Subsequent Event
Note 19 - Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 19. Subsequent Event On March 17, 2023, five December 31, 2029 one no not |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Business [Policy Text Block] | Organization and Business Founded in 1979 December 2021. 2021 two Liquidity and Going Concern During the year ended December 31, 2022, December 31, 2022, December 31, 2022, March 17, 2023, 19 2023 no one The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations and potential other funding sources, in addition to cash on-hand, to meet its obligations as they become due. The Company’s consolidated financial statements do not |
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. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses; fair values of financial instruments, reporting units, intangible assets, and goodwill; useful lives of intangible assets and property and equipment; the valuation of stock-based compensation, the valuation of deferred tax assets and liabilities; and contingent liabilities, among others. We base our estimates on assumptions, both historical and forward looking, that are believed to be reasonable, and the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition See Note 2 |
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, 2022 2021 |
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 three |
Internal Use Software, Policy [Policy Text Block] | Software Development Costs The Company capitalizes costs related to software developed or obtained for internal use in accordance with Accounting Standards Codification (“ASC”) 350 40, 350 40” 350 40: ● Preliminary project stage: (a) conceptual formulation of alternatives; (b) evaluation of alternatives; (c) determination of existence of needed technology; and (d) final selection of alternatives. Internal and external costs incurred during the preliminary project stage are expensed as incurred. ● Application development stage: (a) design of chosen path, including software configuration and software interfaces; (b) coding; (c) installation to hardware; and (d) testing, including parallel processing phase. Internal and external costs incurred to develop internal-use computer software during the application development stage are capitalized. ● Post-implementation-operation stage: (a) training; and (b) application maintenance. Internal and external costs incurred during the post-implementation-operation stage are expensed as incurred. During 2022, not Therefore, when the software is used to produce a product or in a process to provide a service to a customer, and the customer is not 350 40. one not Capitalized software development costs are included in property and equipment on the consolidated balance sheets, see Note 7. |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation The Company’s stock-based compensation plans as of December 31, 2022 14 December 31, 2022 2021, |
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. The Company expects that recent tax law changes contained in the Inflation Reduction Act and CHIPS Act will not not not not, 12. |
Earnings Per Share, Policy [Policy Text Block] | Loss Per Share The Company’s loss per share calculation is 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 17. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk During the year ended December 31, 2022, five one During the year ended December 31, 2021, five one The Company sold third one 2022 2021, As of December 31, 2022, one one one As of December 31, 2021, 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. See Note 8. |
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, 350” two two not not may not October 31 Management evaluates the recoverability of the Company’s indefinite-lived intangible assets (tradenames) annually on October 31, Management evaluates the recoverability of the Company’s finite-lived intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets or asset groups that contain those assets. If impairment is indicated based on a comparison of an asset group’s carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. As discussed further in Note 6, 2022 |
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 no December 31, 2022. No |
Note 2 - Revenue Recognition (T
Note 2 - Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Year ended December 31, 2022 Year ended December 31, 2021 Contract Type Amount Percentage Amount Percentage Services time & materials $ 7,521,165 62.6 % $ 9,383,810 62.5 % Services firm fixed price 998,970 8.3 % 367,229 2.4 % Services fixed price over time 407,611 3.4 % 634,036 4.2 % Services combination 113,610 0.9 % 92,940 0.6 % Services fixed price per unit 304,666 2.5 % 114,263 0.8 % Third-party software 2,427,937 20.2 % 4,245,730 28.2 % Software support & maintenance 142,891 1.2 % 106,428 0.7 % Incentive payments 105,102 0.9 % 89,068 0.6 % Total revenue $ 12,021,952 100.0 % $ 15,033,504 100.0 % |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | Balance at December 31, 2020 $ 210,668 Contract assets added 312,475 Revenue billed (523,143 ) Balance at December 31, 2021 - Contract assets added - Revenue billed - Balance at December 31, 2022 $ - Balance at December 31, 2020 $ 946,884 Contract liabilities added 359,896 Revenue recognized (1,119,945 ) Balance at December 31, 2021 186,835 Contract liabilities added 439,230 Revenue recognized (443,309 ) Balance at December 31, 2022 $ 182,756 |
Deferred Costs of Revenue [Table Text Block] | 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 Deferred costs added - maintenance 223,148 Deferred costs expensed (220,647 ) Balance at December 31, 2022 $ 156,719 |
Note 3 - Segment Information (T
Note 3 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Tellenger Blockchain Corporate Consolidated Revenue $ 11,023,982 $ 998,970 $ - $ 12,022,952 Depreciation and amortization 211,360 1,223,328 8,626 1,443,314 Other significant non-cash items: Stock-based compensation 175,693 691,472 1,100,762 1,967,927 Change in fair value of contingent consideration - (930,000 ) - (930,000 ) Impairment of long-lived assets - 3,762,915 - 3,762,915 Goodwill impairment - 6,460,168 - 6,460,168 Total other significant non-cash items 175,693 9,984,555 1,100,762 11,261,010 Operating income (loss) $ 610,753 $ (13,358,651 ) $ (6,029,710 ) $ (18,777,608 ) Interest expense (81,621 ) Other income, net 7,107 Income tax benefit 1,098,284 Net loss $ (17,753,838 ) Acquisition of property and equipment $ 10,447 $ 498,425 $ 27,030 $ 535,902 Tellenger Blockchain Consolidated Revenue $ 15,033,504 $ - $ 15,033,504 Depreciation and amortization 167,332 69,266 236,598 Operating loss $ (2,627,149 ) Interest expense (37,325 ) Other income, net 12,171 Gain on forgiveness of note payable 450,000 Income tax benefit 1,070,854 Net loss $ (1,131,449 ) Acquisition of property and equipment $ 69,754 2022 2021 Tellenger $ 4,000,760 $ 4,812,450 Blockchain SCM 2,500,000 13,159,805 Corporate 1,480,454 5,390,388 Consolidated $ 7,981,214 $ 23,362,643 |
Note 4 - Leases (Tables)
Note 4 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2023 $ 228,862 2024 174,721 2025 74,804 2026 70,220 Total lease payments 548,607 Less: discount (41,487 ) Present value of lease liabilities $ 507,120 |
Note 5 - Receivables (Tables)
Note 5 - Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | 2022 2021 Billed federal government $ 1,573,407 $ 1,594,473 Billed commercial 56,152 - Unbilled receivables - 70,389 Accounts receivable $ 1,629,559 $ 1,664,862 |
Note 6 - Fair Value Measureme_2
Note 6 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 58,242 $ - $ - $ 58,242 Other liabilities: Fair value of contingent consideration $ - $ - $ - $ - December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 1,600,663 $ - $ - $ 1,660,663 Other liabilities: Fair value of contingent consideration $ - $ - $ 930,000 $ 930,000 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | December 31, 2020 $ - Change in fair value 930,000 December 31, 2021 930,000 Change in fair value (930,000 ) December 31, 2022 $ - |
Fair Value Measurements, Nonrecurring [Table Text Block] | 2022 2021 Impairment of long-lived assets Intangible assets $ 3,649,193 $ - Right of use assets 113,722 - 3,762,915 - Impairment of goodwill 6,460,168 - Total $ 10,223,083 $ - |
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Table Text Block] | Consideration Amount Description and Valuation Methodology Cash, net $ 935,000 Cash at closing of $1 million less estimated value of transition services to be provided. Buyer stock 581,000 Based on estimated post-money valuation of GMI after SP investment, applying a minority interest discount. Contingent payments 682,000 Annual cash payments, over approximately seven years, up to a total of $4 million, equal to 5% of GMI’s net revenue. Applied a discount rate of 40.8% to projected revenue. Net working capital 302,000 Carrying value approximates fair value. Estimated fair value of reporting unit $ 2,500,000 |
Note 7 - Property and Equipme_2
Note 7 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | 2022 2021 Software development costs $ 498,425 $ - Computer equipment and purchased software 365,874 328,397 Furniture and equipment 117,307 117,307 Leasehold improvements 7,438 7,438 Property and equipment, gross 989,044 453,142 Less: Accumulated depreciation (391,628 ) (347,886 ) Property and equipment, net $ 597,416 $ 105,256 |
Note 8 - Business Combinations
Note 8 - Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | 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 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 |
Business Acquisition, Pro Forma Information [Table Text Block] | 2022 2021 Revenues $ 12,022,952 $ 16,789,286 Net loss $ (17,753,838 ) $ (3,012,182 ) |
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 Fair value of deferred consideration 1,335,000 Fair value of contingent consideration 930,000 Total $ 11,005,100 |
Note 9 - Intangible Assets an_2
Note 9 - Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Weighted Average Useful Life (Years) December 31, 2021 Additions Impairment December 31, 2022 Intangible assets with estimated useful lives Technology 5.0 $ 2,900,000 $ - $ (1,526,564 ) $ 1,373,436 Customer relationships 6.4 4,950,000 - (2,122,629 ) 2,827,371 Non-compete agreements 3.0 120,000 - - 120,000 Accumulated amortization (201,032 ) (1,399,572 ) - (1,600,604 ) Sub-total 7,768,968 (1,399,572 ) (3,649,193 ) 2,720,203 Intangible assets with indefinite lives Trade names Indefinite 280,000 - - 280,000 Net identifiable intangible assets $ 8,048,968 $ (1,399,572 ) $ (3,649,193 ) $ 3,000,203 |
Finite-Lived Intangible Assets Amortization Expense [Table Text Block] | 2023 $ 578,088 2024 548,151 2025 538,092 2026 537,846 2027 347,538 Thereafter 170,488 Total $ 2,720,203 |
Schedule of Goodwill [Table Text Block] | Tellenger Blockchain SCM Consolidated Goodwill, gross Balance at December 31, 2021 $ 1,125,101 $ 6,460,168 $ 7,585,269 Additions - - - Balance at December 31, 2022 1,125,101 6,460,168 7,585,269 Cumulative impairment loss Balance at December 31, 2021 - - - Impairment expense - (6,460,168 ) (6,460,168 ) Balance at December 31, 2022 - (6,460,168 ) (4,210,168 ) Goodwill, net Balance at December 31, 2021 $ 1,125,101 $ 6,460,168 $ 7,585,269 Balance at December 31, 2022 $ 1,125,101 $ - $ 1,125,101 |
Note 12 - Income Taxes (Tables)
Note 12 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2022 2021 Current income tax (expense) benefit Federal $ (2,533 ) $ - State & Local (7,566 ) (1,813 ) (10,099 ) (1,813 ) Deferred income tax (expense) benefit Federal 723,041 973,918 State & Local 385,342 98,749 1,108,383 1,072,667 Income tax benefit $ 1,098,284 $ 1,070,854 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2022 2021 Loss before taxes $ (18,852,122 ) $ (2,202,303 ) Income tax benefit at federal statutory rate $ 3,957,892 $ 462,484 State income tax benefit, net of federal benefit 379,365 97,318 Permanent Differences (1,313,947 ) (111,237 ) Net Operating Loss ("NOL") expirations (12,431 ) - Other 163,945 19,485 Federal valuation allowance (2,076,540 ) 602,804 Income tax benefit $ 1,098,284 $ 1,070,854 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2022 2021 Deferred tax assets Net operating losses $ 2,649,902 $ 547,035 Stock-based compensation 743,915 428,072 Accrued commissions 17,836 50,047 Accrued vacations 46,665 41,331 Fixed assets 1,509 - Other 28,025 - Deferred tax assets before valuation allowance 3,487,852 1,066,485 Valuation allowance (2,793,271 ) - Net deferred tax assets 694,581 1,066,485 Deferred tax liabilities Intangible Assets (753,702 ) (2,185,281 ) Fixed Assets - (3,434 ) Other - (45,274 ) Deferred tax liabilities (753,702 ) (2,233,989 ) Net deferred tax liabilities $ (59,121 ) $ (1,167,504 ) |
Note 14 - Stock-based Compens_2
Note 14 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2022 2021 Risk-free interest rate 1.88% - 4.26% 0.46% - .26% Dividend yield 0% 0% Expected term (in years) 3.25 – 6 2.5 – 5 Expected volatility 45.8% - 48.1% 46.0% - 92.0% |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contract Term Aggregate Outstanding at December 31, 2020 1,395,000 $ 0.31 4 years, 5 months $ 1,591,223 Granted 1,982,500 4.48 Exercised (453,000 ) 0.21 Expired (20,000 ) 0.17 Outstanding at December 31, 2021 2,904,500 $ 3.17 4 years, 11 months $ 5,195,253 Granted 1,952,000 2.82 Exercised (264,000 ) 0.28 Expired (5,000 ) 0.35 Forfeited (35,000 ) 1.30 Outstanding at December 31, 2022 4,552,500 3.21 6 years, 5 months $ 95,397 Exercisable at December 31, 2022 2,196,750 $ 3.31 4 years, 4 months $ 95,397 |
Schedule of Nonvested Share Activity [Table Text Block] | Shares Weighted Average Exercise Price Per Share Weighted Average Grant Date Fair Value Nonvested at December 31, 2020 235,000 $ 0.64 $ 0.36 Granted 1,982,500 4.48 1.55 Vested (1,265,000 ) 4.07 1.35 Nonvested at December 31, 2021 952,500 $ 4.08 $ 1.51 Granted 1,952,000 2.82 1.36 Vested (513,750 ) 3.90 1.47 Forfeited (35,000 ) 1.30 0.62 Nonvested at December 31, 2022 2,355,750 $ 3.11 $ 1.32 |
Note 16 - Private Offerings o_2
Note 16 - Private Offerings of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Stockholders Equity [Table Text Block] | Common Paid-In Stock Capital Total August 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 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 18 - Financial Statement_2
Note 18 - Financial Statement Captions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | 2022 2021 Licenses and subscriptions $ 196,277 $ 43,146 Stock issuance costs 150,000 - Prepaid insurance 96,168 72,800 Deferred costs of software sales - 154,218 Other - 6,826 Total $ 442,445 $ 276,990 |
Other Current Liabilities [Table Text Block] | 2022 2021 Legal and professional fees $ 190,200 $ 144,486 Cost of professional services 45,762 - Cost of software sales 19,180 7,652 Interest expense 1,195 1,002 Other 27,160 50,940 Total $ 283,497 $ 204,080 |
Note 1 - Summary of Significa_2
Note 1 - Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 12 Months Ended | ||
Mar. 17, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Number of Operating Segments | 2 | |||
Operating Income (Loss), Total | $ (18,777,608) | $ (2,627,149) | ||
Tellenger Working Capital | 329,771 | |||
Deferred Acquisition Consideration, Current | 1,415,098 | 0 | ||
Cash and Cash Equivalents, at Carrying Value, Total | 731,081 | 4,931,302 | ||
Retained Earnings (Accumulated Deficit), Total | (31,190,801) | (13,436,963) | ||
Share-Based Payment Arrangement, Expense | $ 1,967,927 | 1,868,897 | ||
Number of Reporting Units | 2 | |||
Goodwill, Impairment Loss | $ 2,254,624 | $ 6,460,168 | 0 | |
Impairment, Long-Lived Asset, Held-for-Use, Total | $ 3,762,915 | $ 0 | ||
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Prime Contracts with U.S. Government Agencies [Member] | ||||
Concentration Risk, Percentage | 31.30% | 31.70% | ||
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Subcontracts under Federal Procurements [Member] | ||||
Concentration Risk, Percentage | 65.40% | 66.40% | ||
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Commercial Contracts [Member] | ||||
Concentration Risk, Percentage | 3.30% | 1.90% | ||
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Subcontracts under Federal Procurements, Contract One [Member] | ||||
Concentration Risk, Percentage | 26% | 33.20% | ||
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Subcontracts under Federal Procurements, Contract Two [Member] | ||||
Concentration Risk, Percentage | 15.80% | 10% | ||
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Subcontracts under Federal Procurements, Contract Three [Member] | ||||
Concentration Risk, Percentage | 10.30% | 9.60% | ||
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Multiple Subcontracts [Member] | ||||
Concentration Risk, Percentage | 39.90% | 28.70% | ||
Number of Major Contracts | 1 | 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 | 22.30% | 29.30% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Prime Contracts with U.S. Government Agencies [Member] | ||||
Concentration Risk, Percentage | 26.50% | |||
Number of Major Customers | 1 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Subcontracts under Federal Procurements, Contract One [Member] | ||||
Concentration Risk, Percentage | 25.80% | 52.60% | ||
Number of Major Customers | 1 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Multiple Subcontracts [Member] | ||||
Concentration Risk, Percentage | 39.20% | 72.20% | ||
Number of Major Customers | 1 | 1 | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Subcontracts under Federal Procurements [Member] | ||||
Number of Major Customers | 2 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Subcontracts under Federal Procurements, Contract Two [Member] | ||||
Concentration Risk, Percentage | 19.60% | |||
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 | |||
Computer Equipment [Member] | ||||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |||
GMI Subsidiary [Member] | Subsequent Event [Member] | ||||
Proceeds from Divestiture of Businesses and Interests in Affiliates, Total | $ 935,000 | |||
Revolving Credit Facility [Member] | Summit Community Bank Second Line[Member] | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,000,000 | $ 575,000 | ||
Blockchain SCM Segment [Member] | ||||
Operating Income (Loss), Total | (13,358,651) | |||
Asset Impairment Charges, Total | 10,223,083 | |||
Share-Based Payment Arrangement, Expense | 691,472 | |||
Goodwill, Impairment Loss | 6,460,168 | |||
Impairment, Long-Lived Asset, Held-for-Use, Total | $ 3,762,915 |
Note 2 - Revenue Recognition (D
Note 2 - Revenue Recognition (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract with Customer, Liability, Revenue Recognized | $ 160,809 | $ 946,884 |
Capitalized Contract Cost, Net, Total | $ 0 | $ 0 |
Note 2 - Revenue Recognition -
Note 2 - Revenue Recognition - Disaggregation of Revenue From Contracts with Customers (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 12,021,952 | $ 15,033,504 |
Services Time and Materials [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 7,521,165 | $ 9,383,810 |
Services Time and Materials [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 62.60% | 62.50% |
Services Fixed Price [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 998,970 | $ 367,229 |
Services Fixed Price [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 8.30% | 2.40% |
Services Fixed Price Over Time [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 407,611 | $ 634,036 |
Services Fixed Price Over Time [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 3.40% | 4.20% |
Services Combination [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 113,610 | $ 92,940 |
Services Combination [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 0.90% | 0.60% |
Services Fixed Price per Unit [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 304,666 | $ 114,263 |
Services Fixed Price per Unit [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 2.50% | 0.80% |
Third-Party Software [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 2,427,937 | $ 4,245,730 |
Third-Party Software [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 20.20% | 28.20% |
Software Support and Maintenance [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 142,891 | $ 106,428 |
Software Support and Maintenance [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 1.20% | 0.70% |
Incentive Payments [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 105,102 | $ 89,068 |
Incentive Payments [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 0.90% | 0.60% |
All Products and Service [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Revenue, Percentage | 100% | 100% |
Note 2 - Revenue Recognition _2
Note 2 - Revenue Recognition - Changes in Contract Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract assets, balance | $ 0 | $ 210,668 |
Contract assets added | 0 | 312,475 |
Revenue billed | 0 | (523,143) |
Revenue billed | 0 | 523,143 |
Contract assets, balance | 0 | 0 |
Contract liabilities, balance | 186,835 | 946,884 |
Contract liabilities added | 439,230 | 359,896 |
Revenue recognized | (443,309) | (1,119,945) |
Contract liabilities, balance | $ 182,756 | $ 186,835 |
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, 2022 | Dec. 31, 2021 | |
Balance, deferred costs of revenue | $ 154,218 | $ 89,068 |
Deferred costs added - maintenance | 223,148 | 228,010 |
Deferred costs added - deliverables | 17,406 | |
Deferred costs expensed | (220,647) | (180,266) |
Balance, deferred costs of revenue | $ 156,719 | $ 154,218 |
Note 3 - Segment Information -
Note 3 - Segment Information - Schedule of Segment Reporting Information by Segment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 12,022,952 | $ 15,033,504 | |
Depreciation and amortization | 1,443,314 | 236,598 | |
Share-Based Payment Arrangement, Expense | 1,967,927 | 1,868,897 | |
Change in fair value of contingent consideration | (930,000) | 0 | |
Impairment, Long-Lived Asset, Held-for-Use, Total | 3,762,915 | 0 | |
Goodwill, Impairment Loss | $ 2,254,624 | 6,460,168 | 0 |
Total other significant non-cash items | 11,261,010 | ||
Operating Income (Loss), Total | (18,777,608) | (2,627,149) | |
Interest expense | (81,621) | (37,325) | |
Other income, net | 7,107 | 12,171 | |
Income tax benefit | 1,098,284 | 1,070,854 | |
Net loss | (17,753,838) | (1,131,449) | |
Acquisition of property and equipment | 535,902 | 69,754 | |
Operating loss | (18,777,608) | (2,627,149) | |
Gain on forgiveness of note payable | 0 | 450,000 | |
Assets | 7,981,214 | 23,362,643 | |
Tellenger Segment [Member] | |||
Revenue | 11,023,982 | 15,033,504 | |
Depreciation and amortization | 211,360 | 167,332 | |
Share-Based Payment Arrangement, Expense | 175,693 | ||
Change in fair value of contingent consideration | 0 | ||
Impairment, Long-Lived Asset, Held-for-Use, Total | 0 | ||
Goodwill, Impairment Loss | 0 | ||
Total other significant non-cash items | 175,693 | ||
Operating Income (Loss), Total | 610,753 | ||
Interest expense | |||
Acquisition of property and equipment | 10,447 | ||
Operating loss | 610,753 | ||
Assets | 4,000,760 | 4,812,450 | |
Blockchain SCM Segment [Member] | |||
Revenue | 998,970 | 0 | |
Depreciation and amortization | 1,223,328 | 69,266 | |
Share-Based Payment Arrangement, Expense | 691,472 | ||
Change in fair value of contingent consideration | (930,000) | ||
Impairment, Long-Lived Asset, Held-for-Use, Total | 3,762,915 | ||
Goodwill, Impairment Loss | 6,460,168 | ||
Total other significant non-cash items | 9,984,555 | ||
Operating Income (Loss), Total | (13,358,651) | ||
Interest expense | |||
Acquisition of property and equipment | 498,425 | ||
Operating loss | (13,358,651) | ||
Assets | 2,500,000 | 13,159,805 | |
Corporate Segment [Member] | |||
Revenue | 0 | ||
Depreciation and amortization | 8,626 | ||
Share-Based Payment Arrangement, Expense | 1,100,762 | ||
Change in fair value of contingent consideration | 0 | ||
Impairment, Long-Lived Asset, Held-for-Use, Total | 0 | ||
Goodwill, Impairment Loss | 0 | ||
Total other significant non-cash items | 1,100,762 | ||
Operating Income (Loss), Total | (6,029,710) | ||
Interest expense | |||
Acquisition of property and equipment | 27,030 | ||
Operating loss | (6,029,710) | ||
Assets | $ 1,480,454 | $ 5,390,388 |
Note 4 - Leases (Details Textua
Note 4 - Leases (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Lessee, Operating Lease, Rent Escalations, Percentage | 2.50% | ||
Operating Lease, Weighted Average Remaining Lease Term (Month) | 34 months | ||
Operating Lease, Weighted Average Discount Rate, Percent | 5% | ||
Operating Lease, Expense | $ 214,241 | $ 129,709 | |
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 4 - Leases - Operating Lea
Note 4 - Leases - Operating Lease Maturities (Details) | Dec. 31, 2022 USD ($) |
2023 | $ 228,862 |
2024 | 174,721 |
2025 | 74,804 |
2026 | 70,220 |
Total lease payments | 548,607 |
Less: discount | (41,487) |
Present value of lease liabilities | $ 507,120 |
Note 5 - Receivables (Details T
Note 5 - Receivables (Details Textual) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, after Allowance for Credit Loss, Total | $ 1,629,559 | $ 1,664,862 | $ 1,442,231 |
Note 5 - Receivables - Accounts
Note 5 - Receivables - Accounts Receivable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, after Allowance for Credit Loss, Total | $ 1,629,559 | $ 1,664,862 | $ 1,442,231 |
Billed Revenues [Member] | Government Sector [Member] | |||
Accounts Receivable, after Allowance for Credit Loss, Total | 1,573,407 | 1,594,473 | |
Billed Revenues [Member] | Commercial and Industrial Sector [Member] | |||
Accounts Receivable, after Allowance for Credit Loss, Total | 56,152 | 0 | |
Unbilled Revenues [Member] | |||
Accounts Receivable, after Allowance for Credit Loss, Total | $ 0 | $ 70,389 |
Note 6 - Fair Value Measureme_3
Note 6 - Fair Value Measurements (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill, Impairment Loss | $ 2,254,624 | $ 6,460,168 | $ 0 |
Impairment of Intangible Assets, Finite-Lived | 3,649,193 | ||
Gray Matters [Member] | |||
Goodwill, Impairment Loss | 6,460,168 | ||
Impairment of Intangible Assets, Finite-Lived | 3,649,193 | ||
Income Tax Expense (Benefit), Impairment of Intangible Assets, Finite-Lived | (910,147) | ||
Goodwill, Impairment Loss, Net of Tax | 4,205,544 | ||
Impairment of Right of Use Assets | 113,722 | ||
Income Tax Expense (Benefit), Impairment of Right of Use Assets | $ (16,116) | ||
Measurement Input, Discount Rate [Member] | |||
Reporting Unit, Measurement Input | 22.50% | ||
Measurement Input, Long-Term Revenue Growth Rate [Member] | |||
Reporting Unit, Measurement Input | 3% |
Note 6 - Fair Value Measureme_4
Note 6 - Fair Value Measurements - Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair value of contingent consideration | $ 0 | $ 930,000 |
Money Market Funds [Member] | ||
Money market funds | 58,242 | 1,660,663 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair value of contingent consideration | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Money market funds | 58,242 | 1,600,663 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair value of contingent consideration | 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 | 0 | 930,000 |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Money market funds | $ 0 | $ 0 |
Note 6 - Fair Value Measureme_5
Note 6 - Fair Value Measurements - Financial Assets Measured at Fair Value on Recurring Basis Based on Level 3 Inputs (Details) - Contingent Consideration [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
December 31, 2020 | $ 930,000 | $ 0 |
Change in fair value | (930,000) | 930,000 |
Balance | $ 0 | $ 930,000 |
Note 6 - Fair Value Measureme_6
Note 6 - Fair Value Measurements - Assets Measured at Fair Value on Nonrecurring Basis (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets | $ 3,649,193 | $ 0 | |
Impairment, Long-Lived Asset, Held-for-Use, Total | 3,762,915 | 0 | |
Goodwill, Impairment Loss | $ 2,254,624 | 6,460,168 | 0 |
Fair Value, Nonrecurring [Member] | |||
Intangible assets | 3,649,193 | 0 | |
Impairment of Right of Use Assets | 113,722 | 0 | |
Impairment, Long-Lived Asset, Held-for-Use, Total | 3,762,915 | 0 | |
Goodwill, Impairment Loss | 6,460,168 | 0 | |
Total | $ 10,223,083 | $ 0 |
Note 6 - Fair Value Measureme_7
Note 6 - Fair Value Measurements - Consideration and Methods for Valuing (Details) - GMI Subsidiary [Member] | Dec. 31, 2022 USD ($) |
Cash, net | $ 935,000 |
Buyer stock | 581,000 |
Contingent payments | 682,000 |
Net working capital | 302,000 |
Estimated fair value of reporting unit | $ 2,500,000 |
Note 6 - Fair Value Measureme_8
Note 6 - Fair Value Measurements - Consideration and Methods for Valuing (Details) (Parentheticals) | Dec. 31, 2022 USD ($) |
GMI Subsidiary [Member] | |
Cash, closing price. | $ 1,000,000 |
Note 7 - Property and Equipme_3
Note 7 - Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation, Depletion and Amortization, Nonproduction, Total | $ 43,742 | $ 35,566 |
Blockchain SCM Segment [Member] | ||
Capitalized Computer Software, Gross | 498,425 | |
Capitalized Computer Software, Amortization | $ 0 |
Note 7 - Property and Equipme_4
Note 7 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property and equipment gross | $ 989,044 | $ 453,142 |
Less: Accumulated depreciation | (391,628) | (347,886) |
Property and equipment, net | 597,416 | 105,256 |
Software Development [Member] | ||
Property and equipment gross | 498,425 | 0 |
Computer Equipment and Software [Member] | ||
Property and equipment gross | 365,874 | 328,397 |
Furniture and Fixtures [Member] | ||
Property and equipment gross | 117,307 | 117,307 |
Leasehold Improvements [Member] | ||
Property and equipment gross | $ 7,438 | $ 7,438 |
Note 8 - Business Combination_2
Note 8 - Business Combinations (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 10, 2021 | Apr. 07, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 12,021,952 | $ 15,033,504 | ||||||
Operating Income (Loss), Total | (18,777,608) | (2,627,149) | ||||||
Goodwill, Ending Balance | $ 7,585,269 | $ 7,585,269 | $ 7,585,269 | 1,125,101 | 7,585,269 | |||
Impairment of Intangible Assets, Finite-Lived | 3,649,193 | |||||||
Goodwill, Impairment Loss | $ 2,254,624 | 6,460,168 | 0 | |||||
Technology-Based Intangible Assets [Member] | ||||||||
Impairment of Intangible Assets, Finite-Lived | 1,526,564 | |||||||
Customer Relationships [Member] | ||||||||
Impairment of Intangible Assets, Finite-Lived | 2,122,629 | |||||||
Gray Matters [Member] | ||||||||
Business Combination, Consideration Transferred, Total | $ 11,005,100 | |||||||
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, Consideration Transferred, Liabilities Incurred | 1,335,000 | |||||||
Business Combination, Deferred Cash Payment After Closing Date | 1,500,000 | |||||||
Business Combination, Acquisition Related Costs | 246,045 | |||||||
Business Acquisition, Intangibles, Expected Tax Deductible Amount | 0 | |||||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | |||||||
Operating Income (Loss), Total | (165,633) | |||||||
Goodwill, Purchase Accounting Adjustments | 1,900,069 | |||||||
Goodwill, Ending Balance | 4,560,099 | 6,460,168 | 6,460,168 | 6,460,168 | 0 | 6,460,168 | ||
Goodwill, Impairment Loss | 6,460,168 | |||||||
Payments to Acquire Businesses, Gross | 7,240,100 | |||||||
Gray Matters [Member] | Technology-Based Intangible Assets [Member] | ||||||||
Impairment of Intangible Assets, Finite-Lived | 1,526,564 | |||||||
Gray Matters [Member] | Customer Relationships [Member] | ||||||||
Impairment of Intangible Assets, Finite-Lived | 2,122,629 | |||||||
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% | |||||||
Gray Matters [Member] | Contingent Consideration by Performance Metrics [Member] | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 930,000 | 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 | |||||||
Business Combination, Contingent Consideration, Liability, Total | $ 0 | |||||||
Tellenger, Inc. [Member] | ||||||||
Business Combination, Consideration Transferred, Total | $ 2,515,357 | |||||||
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 | 496,027 | ||||||
Goodwill, Purchase Accounting Adjustments | 340,101 | |||||||
Goodwill, Ending Balance | 785,000 | $ 1,125,101 | 1,125,101 | $ 1,125,101 | $ 1,125,101 | |||
Payments to Acquire Businesses, Gross | $ 2,315,357 | |||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 2,446,607 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 167,721 |
Note 8 - Business Combination_3
Note 8 - Business Combinations - Purchase Price Allocation (Details) - Gray Matters [Member] - USD ($) | 12 Months Ended | |
Dec. 10, 2021 | Dec. 31, 2022 | |
Net cash consideration | $ 7,240,100 | |
Buyer common stock | 1,500,000 | |
Fair value of deferred consideration | 1,335,000 | |
Total | 11,005,100 | |
Contingent Consideration by Performance Metrics [Member] | ||
Fair value of deferred consideration | $ 930,000 | $ 930,000 |
Note 8 - Business Combination_4
Note 8 - Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) | 12 Months Ended | |||
Dec. 10, 2021 | Apr. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | $ 1,125,101 | $ 7,585,269 | ||
Technology-Based Intangible Assets [Member] | ||||
Useful life (Year) | 5 years | |||
Customer Relationships [Member] | ||||
Useful life (Year) | 6 years 4 months 24 days | |||
Noncompete Agreements [Member] | ||||
Useful life (Year) | 3 years | |||
Gray Matters [Member] | ||||
Cash | $ 20,235 | |||
Fixed assets | 8,902 | |||
Goodwill | 4,560,099 | $ 0 | 6,460,168 | |
Total assets acquired | 11,349,236 | |||
Current liabilities | (344,136) | |||
Net assets acquired | $ 11,005,100 | |||
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 | |||
Tellenger, Inc. [Member] | ||||
Cash | $ 81,473 | |||
Goodwill | 785,000 | $ 1,125,101 | ||
Total assets acquired | 2,974,282 | |||
Current liabilities | (458,925) | |||
Net assets acquired | 2,515,357 | |||
Accounts receivable | 611,471 | |||
Other current assets | 6,338 | |||
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 |
Note 8 - Business Combination_5
Note 8 - Business Combinations - Unaudited Pro Forma Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss | $ (17,753,838) | $ (3,012,182) |
Tellenger and Gray Matters [Member] | ||
Revenues | $ 12,022,952 | $ 16,789,286 |
Note 9 - Intangible Assets an_3
Note 9 - Intangible Assets and Goodwill - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets with estimated useful lives, impairment | $ (3,649,193) | |
Intangible assets with estimated useful lives | (1,600,604) | $ (201,032) |
Intangible assets with estimated useful lives, amortization | (1,399,572) | |
Intangible assets with estimated useful lives | 2,720,203 | 7,768,968 |
Intangible assets with estimated useful lives, period increase (decrease) | (1,399,572) | |
Net identifiable intangible assets | 3,000,203 | 8,048,968 |
Net identifiable intangible assets, increase (decrease) | (1,399,572) | |
Net identifiable intangible assets, impairment | (3,649,193) | 0 |
Trade Names [Member] | ||
Intangible assets with indefinite lives | $ 280,000 | 280,000 |
Technology-Based Intangible Assets [Member] | ||
Useful life (Year) | 5 years | |
Intangible assets with estimated useful lives | $ 1,373,436 | 2,900,000 |
Intangible assets with estimated useful lives, impairment | $ (1,526,564) | |
Customer Relationships [Member] | ||
Useful life (Year) | 6 years 4 months 24 days | |
Intangible assets with estimated useful lives | $ 2,827,371 | 4,950,000 |
Intangible assets with estimated useful lives, impairment | $ (2,122,629) | |
Noncompete Agreements [Member] | ||
Useful life (Year) | 3 years | |
Intangible assets with estimated useful lives | $ 120,000 | $ 120,000 |
Note 9 - Intangible Assets an_4
Note 9 - Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
2023 | $ 578,088 | |
2024 | 548,151 | |
2025 | 538,092 | |
2026 | 537,846 | |
2027 | 347,538 | |
Thereafter | 170,488 | |
Total | $ 2,720,203 | $ 7,768,968 |
Note 9 - Intangible Assets an_5
Note 9 - Intangible Assets and Goodwill - Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Beginning Balance | $ 7,585,269 | ||
Additions | 0 | ||
Ending Balance | 7,585,269 | $ 7,585,269 | |
Cumulative impairment loss | 0 | ||
Impairment expense | $ (2,254,624) | (6,460,168) | 0 |
Cumulative impairment loss | (4,210,168) | 0 | |
Goodwill, net, beginning balance | 7,585,269 | ||
Goodwill, net, ending balance | 1,125,101 | 7,585,269 | |
Tellenger Segment [Member] | |||
Beginning Balance | 1,125,101 | ||
Additions | 0 | ||
Ending Balance | 1,125,101 | 1,125,101 | |
Cumulative impairment loss | 0 | ||
Impairment expense | 0 | ||
Cumulative impairment loss | 0 | ||
Goodwill, net, beginning balance | 1,125,101 | ||
Goodwill, net, ending balance | 1,125,101 | 1,125,101 | |
Blockchain SCM Segment [Member] | |||
Beginning Balance | 6,460,168 | ||
Additions | 0 | ||
Ending Balance | 6,460,168 | 6,460,168 | |
Cumulative impairment loss | 0 | ||
Impairment expense | (6,460,168) | ||
Cumulative impairment loss | (6,460,168) | 0 | |
Goodwill, net, beginning balance | 6,460,168 | ||
Goodwill, net, ending balance | $ 0 | $ 6,460,168 |
Note 10 - Revolving Lines of _2
Note 10 - Revolving Lines of Credit (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 20, 2005 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 16, 2021 | |
Line of Credit, Current | $ 425,000 | $ 0 | |||
Revolving Credit Facility [Member] | Summit Community Bank Second Line[Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | ||||
Line of Credit, Current | 425,000 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 575,000 | $ 1,000,000 | |||
Line of Credit Facility, Interest Rate During Period | 7.50% | ||||
Revolving Credit Facility [Member] | Summit Community Bank Second Line[Member] | Minimum [Member] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 3.99% | ||||
Revolving Credit Facility [Member] | Summit Community Bank Second Line[Member] | Maximum [Member] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 20% | ||||
Revolving Credit Facility [Member] | Summit Community Bank [Member] | |||||
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 | ||||
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] | Minimum [Member] | London Interbank Offered Rate (LIBOR) Swap Rate [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 4% |
Note 11 - Notes Payable (Detail
Note 11 - Notes Payable (Details Textual) - USD ($) | Apr. 16, 2021 | Apr. 20, 2020 | Dec. 31, 2022 | Dec. 31, 2021 |
Notes Payable, Total | $ 0 | $ 0 | ||
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 12 - Income Taxes (Details
Note 12 - Income Taxes (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards | $ 9,400 | |
Operating Loss Carryforwards, Subject to Expiration | 1,300 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | $ 0 | $ 0 |
Note 12 - Income Taxes - Income
Note 12 - Income Taxes - Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal | $ (2,533) | $ 0 |
State & Local | (7,566) | (1,813) |
Current Federal, State and Local, Tax Expense (Benefit), Total | (10,099) | (1,813) |
Federal | 723,041 | 973,918 |
State & Local | 385,342 | 98,749 |
Deferred Federal, State and Local, Tax Expense (Benefit), Total | 1,108,383 | 1,072,667 |
Income tax benefit | $ 1,098,284 | $ 1,070,854 |
Note 12 - Income Taxes - Provis
Note 12 - Income Taxes - Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss before taxes | $ (18,852,122) | $ (2,202,303) |
Income tax benefit at federal statutory rate | 3,957,892 | 462,484 |
State income tax benefit, net of federal benefit | 379,365 | 97,318 |
Permanent Differences | 1,313,947 | 111,237 |
Net Operating Loss ("NOL") expirations | (12,431) | 0 |
Other | 163,945 | 19,485 |
Federal valuation allowance | (2,076,540) | 602,804 |
Income tax benefit | $ 1,098,284 | $ 1,070,854 |
Note 12 - Income Taxes - Deferr
Note 12 - Income Taxes - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Net operating losses | $ 2,649,902 | $ 547,035 |
Stock-based compensation | 743,915 | 428,072 |
Accrued commissions | 17,836 | 50,047 |
Accrued vacations | 46,665 | 41,331 |
Fixed assets | 1,509 | 0 |
Other | 28,025 | 0 |
Deferred tax assets before valuation allowance | 3,487,852 | 1,066,485 |
Valuation allowance | (2,793,271) | 0 |
Net deferred tax assets | 694,581 | 1,066,485 |
Intangible Assets | 753,702 | 2,185,281 |
Fixed Assets | 0 | (3,434) |
Other | 0 | 45,274 |
Deferred tax liabilities | (753,702) | (2,233,989) |
Net deferred tax liabilities | $ (59,121) | $ (1,167,504) |
Note 13 - 401(K) Plans (Details
Note 13 - 401(K) Plans (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cost of Professional Fees and Selling, General and Administrative Expenses [Member] | ||
Defined Contribution Plan, Cost | $ 195,367 | $ 85,199 |
Note 14 - Stock-based Compens_3
Note 14 - Stock-based Compensation (Details Textual) - USD ($) | 12 Months Ended | 15 Months Ended | ||||
Jun. 01, 2016 | May 18, 2006 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 4,552,500 | 4,552,500 | 2,904,500 | 1,395,000 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 1,709,838 | $ 1,709,838 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Month) | 9 months 15 days | |||||
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) | 3,507,000 | 3,507,000 | 1,590,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number (in shares) | 1,295,000 | 1,295,000 | 1,000,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 1,458,000 | 1,458,000 | 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) | 773,500 | 773,500 | 940,500 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number (in shares) | 629,750 | 629,750 | 578,000 | |||
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) | 272,000 | 272,000 | 374,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number (in shares) | 756,888 | 756,888 | 1,179,855 |
Note 14 - Stock-based Compens_4
Note 14 - Stock-based Compensation - Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Risk-free interest rate | 1.88% | 0.46% |
Expected term (Year) | 3 years 3 months | 2 years 6 months |
Expected volatility | 45.80% | 46% |
Maximum [Member] | ||
Risk-free interest rate | 4.26% | 0.26% |
Expected term (Year) | 6 years | 5 years |
Expected volatility | 48.10% | 92% |
Note 14 - Stock-based Compens_5
Note 14 - Stock-based Compensation - Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding, shares (in shares) | 2,904,500 | 1,395,000 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 3.17 | $ 0.31 | |
Outstanding, weighted average remaining contractual term (Year) | 77 months | 59 months | 53 years |
Outstanding, aggregate intrinsic value | $ 95,397 | $ 5,195,253 | $ 1,591,223 |
Options granted, shares (in shares) | 1,952,000 | 1,982,500 | |
Options granted, weighted average exercise price (in dollars per share) | $ 2.82 | $ 4.48 | |
Options exercised, shares (in shares) | (264,000) | (453,000) | |
Options exercised, weighted average exercise price (in dollars per share) | $ 0.28 | $ 0.21 | |
Options expired, shares (in shares) | (5,000) | (20,000) | |
Options expired, weighted average exercise price (in dollars per share) | $ 0.35 | $ 0.17 | |
Options forfeited (in shares) | (35,000) | ||
Options forfeited, weighted average exercise price (in dollars per share) | $ 1.30 | ||
Outstanding, shares (in shares) | 4,552,500 | 2,904,500 | 1,395,000 |
Outstanding, weighted average exercise price (in dollars per share) | $ 3.21 | $ 3.17 | $ 0.31 |
Exercisable, shares (in shares) | 2,196,750 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 3.31 | ||
Exercisable, weighted average remaining contractual term (Month) | 52 months | ||
Exercisable, aggregate intrinsic value | $ 95,397 |
Note 14 - Stock-based Compens_6
Note 14 - Stock-based Compensation - Nonvested Option Awards Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options granted, shares (in shares) | 1,952,000 | 1,982,500 |
Options granted, weighted average exercise price (in dollars per share) | $ 2.82 | $ 4.48 |
Options forfeited, weighted average exercise price (in dollars per share) | $ 1.30 | |
Share-Based Payment Arrangement, Option [Member] | ||
Nonvested, shares (in shares) | 952,500 | 235,000 |
Nonvest, weighted average exercise price (in dollars per share) | $ 4.08 | $ 0.64 |
Nonvested, weighted average grant date fair value (in dollars per share) | $ 1.51 | $ 0.36 |
Options granted, shares (in shares) | 1,952,000 | 1,982,500 |
Options granted, weighted average exercise price (in dollars per share) | $ 2.82 | $ 4.48 |
Granted, weighted average grant date fair value (in dollars per share) | $ 1.36 | $ 1.55 |
Vested, shares (in shares) | (513,750) | (1,265,000) |
Vested, weighted average exercise price (in dollars per share) | $ 3.90 | $ 4.07 |
Vested, weighted average grant date fair value (in dollars per share) | $ 1.47 | $ 1.35 |
Forfeited, shares (in shares) | (35,000) | |
Options forfeited, weighted average exercise price (in dollars per share) | $ 1.30 | |
Forfeited, weighted average grant date fair value (in dollars per share) | $ 0.62 | |
Nonvested, shares (in shares) | 2,355,750 | 952,500 |
Nonvest, weighted average exercise price (in dollars per share) | $ 3.11 | $ 4.08 |
Nonvested, weighted average grant date fair value (in dollars per share) | $ 1.32 | $ 1.51 |
Note 15 - Common Stock Purcha_2
Note 15 - Common Stock Purchase Agreement (Details Textual) - USD ($) | 12 Months Ended | ||
Jul. 08, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |
Stock Issued During Period, Value, New Issues | $ 2,037,000 | ||
Registration Rights Agreement [Member] | |||
Common Stock, Maximum Shares Sold (in shares) | 4,500,000 | ||
B. Riley Principal Capital II, LLC (the “Selling Stockholder”) [Member] | |||
Purchase Agreement, Maximum Amount to be Sold | $ 15,000,000 | ||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | ||
Stock Issued During Period, Shares, New Issues (in shares) | 0 | ||
B. Riley Principal Capital II, LLC (the “Selling Stockholder”) [Member] | Registration Rights Agreement [Member] | |||
Stock Issued During Period, Shares, New Issues (in shares) | 119,780 | ||
Stock Issued During Period, Value, New Issues | $ 150,000 |
Note 16 - Private Offerings o_3
Note 16 - Private Offerings of Common Stock (Details Textual) - Private Placement [Member] - USD ($) | 1 Months Ended | |||
Dec. 10, 2021 | Aug. 26, 2021 | Aug. 31, 2022 | Mar. 31, 2021 | |
Stock Issued During Period, Shares, New Issues (in shares) | 1,572,506 | 330,666 | ||
Shares Issued, Price Per Share (in dollars per share) | $ 1.20 | $ 1.50 | ||
Proceeds from Issuance of Private Placement | $ 10,000,000 | $ 2,800,000 | $ 1,887,000 | $ 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 16 - Private Offerings o_4
Note 16 - Private Offerings of Common Stock - Fair Value (Details) - Private Placement [Member] - USD ($) | 1 Months Ended | |||
Dec. 10, 2021 | Aug. 26, 2021 | Aug. 31, 2022 | Mar. 31, 2021 | |
Unregistered shares | $ 9,328,000 | $ 2,156,000 | ||
Warrants | 672,000 | 644,000 | ||
Total | 10,000,000 | 2,800,000 | $ 1,887,000 | $ 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 17 - Loss Per Share (Detai
Note 17 - Loss Per Share (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 841,724 | 692,312 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 75,371 | 39,847 |
Note 18 - Financial Statement_3
Note 18 - Financial Statement Captions - Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Licenses and subscriptions | $ 196,277 | $ 43,146 |
Stock issuance costs | 150,000 | 0 |
Prepaid insurance | 96,168 | 72,800 |
Deferred costs of software sales | 0 | 154,218 |
Other | 0 | 6,826 |
Total | $ 442,445 | $ 276,990 |
Note 18 - Financial Statement_4
Note 18 - Financial Statement Captions - Other Current Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Legal and professional fees | $ 190,200 | $ 144,486 |
Cost of professional services | 45,762 | 0 |
Cost of software sales | 19,180 | 7,652 |
Interest expense | 1,195 | 1,002 |
Other | 27,160 | 50,940 |
Other accrued liabilities | $ 283,497 | $ 204,080 |
Note 19 - Subsequent Event (Det
Note 19 - Subsequent Event (Details Textual) - GMDC [Member] - Subsequent Event [Member] | Mar. 17, 2023 USD ($) |
Percentage of Interest After Completion of Initial Anticipated Fund Raising | 19.90% |
Business Combination, Consideration Transferred, Total | $ 935,000 |
Business Combination, Contingent Annual Payments, Percentage | 5% |
Estimate Payments for Administrative Services | $ 65,000 |
Payments to Acquire Businesses, Gross | $ 1,000,000 |