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Note 7 - Acquisitions | 12 Months Ended
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Dec. 31, 2021
Notes to Financial Statements |
Business Combination Disclosure [Text Block] |
Note 7. | Acquisitions
Tellenger, Inc. On April 7, 2021, the Company purchased all of the issued and outstanding shares of stock of Tellenger, Inc. (“Tellenger”). Tellenger is primarily engaged in providing professional services related to cybersecurity, cloud computing, and data analytics. Tellenger’s customers include U.S. government agencies, either as a prime contractor or sub-contractor, as well as several national not-for-profit organizations. The purchase price of $2,515,357 was paid with $2,315,357 of cash and 68,264 shares of Company common shares valued at $200,000 as of the transaction closing date. The value of the shares was determined by the closing price as of the transaction date. The Company incurred $165,827 of legal, valuation and other fees related to the Tellenger acquisition, and these costs are included in acquisition costs in the consolidated statement of operations. Goodwill is attributable to human capital related intangible assets like the value of the acquired assembled workforce and strategic and enterprise related intangible assets including growth opportunities that are not reportable separately from goodwill. Goodwill also arises from recognizing deferred tax liabilities from intangible assets that are amortizable for financial reporting but not for income tax purposes. The transaction did not result in a step-up in tax basis and neither the intangible assets nor goodwill recorded for financial reporting purposes results in deductible amortization for tax purposes. The consolidated statement of operations includes $2,446,607 of revenues and $167,721 of net income from April 7 through December 31, 2021. The purchase price for Tellenger has been allocated as follows:
|  | Useful Lives (years) |  |  | Amounts |  | Valuation Methodology
Cash |  |  |  |  |  | $ | 81,473 |  |
Accounts receivable |  |  |  |  |  |  | 611,471 |  |
Other current assets |  |  |  |  |  |  | 6,338 |  |
Intangible assets with estimated useful lives: |  |  |  |  |  |  |  |  |
Customer relationships |  |  | 8 |  |  |  | 1,090,000 |  | Replacement cost and relief from royalty
Non-compete agreements |  |  | 3 |  |  |  | 120,000 |  | Multi-period excess earnings
Intangible assets with indefinite lives: |  |  |  |  |  |  |  |  |
Trade names |  |  |  |  |  |  | 280,000 |  |
Goodwill |  |  |  |  |  |  | 785,000 |  |
Total assets acquired |  |  |  |  |  |  | 2,974,282 |  |
Current liabilities |  |  |  |  |  |  | (458,925 | ) |
Net assets acquired |  |  |  |  |  | $ | 2,515,357 |  |
Supplemental Pro Forma Information The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisition of Tellenger had been completed on January 1, 2020. The pro forma information includes adjustments to amortization expense for the intangible assets acquired and interest expense for the additional debt used to partially fund the acquisition price. The pro forma data are for informational purposes only and are not necessarily indicative of the consolidated results of operations of the combined business had the acquisition of Tellenger occurred on January 1, 2020, or the results of future operations of the combined business. For instance, planned or expected operational synergies following the acquisition are not reflected in the pro forma information. Consequently, actual results will differ from the unaudited pro forma information presented below. Pro forma results have been adjusted to exclude $167,462 of legal, valuation and other transaction expenses directly related to the acquisition that are not expected to be recurring.
|  | 2021 |  |  | 2020 |
Revenues |  | $ | 16,259,467 |  |  | $ | 18,352,184 |
Net (loss) income |  | $ | (905,114 | ) |  | $ | 421,012 |
Gray Matters, Inc. On December 10, 2021 the Company purchased all the issued and outstanding shares of Gray Matters, Inc. (“GMI” or “Gray Matters”). GMI provides supply chain management software designed to aggregate customer data into a single, interconnected, blockchain secured framework. The purchase price of $11,005,100 comprises the following:
Net cash consideration |  | $ | 7,240,100 |
Buyer common stock |  |  | 1,500,000 |
Present value of deferred consideration |  |  | 1,335,000 |
Fair value of contingent consideration |  |  | 930,000 |
Total |  | $ | 11,005,100 |
Common stock consideration consisted of 436,481 shares of WaveDancer common stock valued at $1,500,000 as of the transaction closing date. The deferred consideration of $1,335,000 is the estimated present value as of the closing date of the $1,500,000 cash payment due to the selling shareholder of GMI (the "Seller") on the second anniversary of the acquisition. We applied a discount rate of 6% reflecting our recent secured borrowing rate adjusted to include a premium for the unsecured status of the deferred consideration liability. Accretion of the liability will be recorded as interest expense. Contingent consideration has been estimated using a probability weighted average of possible outcomes, discounted to its net present value as of the acquisition date. We identified the set of possible outcomes and assigned probabilities to each by applying management judgment to the assumptions underlying the projections of 2022 revenue and gross profit. Under the terms of the purchase agreement, the Seller is eligible to receive from zero up to $4,000,000 of additional consideration, payable in cash, based on the amounts of revenue and gross profit achieved by GMI during the period from the acquisition date through December 31, 2022. We estimated that the outcomes to apply a probability weighting to range from $500,000 to $1,500,000, with an outcome of $1,000,000 given the highest probability weighting. The undiscounted probability weighted outcome was determined to be $1,000,000 and was discounted back to its present value of $930,000 as of December 31, 2021. We applied a discount rate of 6% reflecting our recent secured borrowing rate adjusted to include a premium for the unsecured status of the contingent consideration liability. Accretion of the liability will be recorded as interest expense. The contingent consideration liability will be remeasured at fair value at the end of each reporting period and reported in the consolidated statements of operations until the liability is settled. We have calculated a final adjustment to net working capital due from the Seller, who is now an executive of WaveDancer, in the amount of $58,681 and have reflected that amount in other assets on the consolidated balance sheet as of December 31, 2021. The deferred consideration and contingent consideration liabilities which total $2,265,000 are classified as other liabilities on the consolidated balance sheet as of December 31, 2021. The Company incurred $246,045 of legal, valuation, accounting, consulting and other fees related to the GMI acquisition, and these costs are included in acquisition costs in the consolidated statement of operations. Goodwill is attributable to human capital related intangible assets like the value of the acquired assembled workforce and strategic and enterprise related intangible assets including growth opportunities that are not reportable separately from goodwill. Goodwill also arises from recognizing deferred tax liabilities from recording in the purchase accounting intangible assets that are amortizable for financial reporting but not for income tax purposes. The transaction did not result in a step-up in tax basis and the Company will carry over the legacy tax basis of $0 for all intangibles. Neither the intangible assets nor goodwill recorded for financial reporting purposes will generate deductible amortization for tax purposes. The consolidated statement of operations includes no revenues and $165,633 net loss from December 10 through December 31, 2021 related to the GMI acquisition. The purchase price for GMI has been allocated as follows:
|  | Useful Lives (years) |  |  | Amounts |  | Valuation Methodology
Cash |  |  |  |  |  | $ | 20,235 |  |
Fixed assets |  |  |  |  |  |  | 8,902 |  |
Intangible assets with estimated useful lives: |  |  |  |  |  |
Technology |  |  | 5 |  |  |  | 2,900,000 |  | Replacement cost and relief from royalty
Customer relationships |  |  | 6 |  |  |  | 3,860,000 |  | Multi-period excess earnings
Goodwill |  |  |  |  |  |  | 4,560,099 |  |
Total assets acquired |  |  |  |  |  |  | 11,349,236 |  |
Current liabilities |  |  |  |  |  |  | (344,136 | ) |
Net assets acquired |  |  |  |  |  | $ | 11,005,100 |  |
Supplemental Pro Forma Information The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisition of Gray Matters had been completed on January 1, 2020. The pro forma information includes adjustments to amortization expense for the intangible assets acquired. The pro forma data are for informational purposes only and are not necessarily indicative of the consolidated results of operations of the combined business had the acquisition of Gray Matters occurred on January 1, 2020, or the results of future operations of the combined business. For instance, planned or expected operational synergies following the acquisition are not reflected in the pro forma information. Consequently, actual results will differ from the unaudited pro forma information presented below. Pro forma results have been adjusted to exclude $328,565 of legal, valuation and other transaction expenses directly related to the acquisition that are not expected to be recurring.
|  | 2021 |  |  | 2020 |
Revenues |  | $ | 15,563,323 |  |  | $ | 16,220,071 |
Net (loss) income |  | $ | (3,238,517 | ) |  | $ | (186,976 | )
Supplemental Combined Pro Forma Information The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisitions of both Tellenger and Gray Matters had been completed on January 1, 2020. The pro forma information includes adjustments to amortization expense for the intangible assets acquired and interest expense for the additional debt used to partially fund the Tellenger acquisition. The pro forma data are for informational purposes only and are not necessarily indicative of the consolidated results of operations of the combined business had the acquisitions of both Tellenger and Gray Matters occurred on January 1, 2020, or the results of future operations of the combined business. For instance, planned or expected operational synergies following the acquisition are not reflected in the pro forma information. Consequently, actual results will differ from the unaudited pro forma information presented below. Pro forma results have been adjusted to exclude $496,027 of legal, valuation and other transaction expenses directly related to the acquisitions.
|  | 2021 |  |  | 2020 |
Revenues |  | $ | 16,789,286 |  |  | $ | 20,669,184 |
Net income (loss) |  | $ | (3,012,182 | ) |  | $ | (179,343 | )
Summary of Intangible Assets and Goodwill
|  | December 31, 2021 |
|  | Weighted |  |  | Gross |
|  | Average Useful |  |  | Carrying |
|  | Life (Years) |  |  | Amounts |
Intangible assets with estimated useful lives |  |  |  |  |  |  |  |
Technology |  |  | 5.0 |  |  | $ | 2,900,000 |
Customer relationships |  |  | 6.4 |  |  |  | 4,950,000 |
Non-compete agreements |  |  | 3.0 |  |  |  | 120,000 |
Intangible assets with indefinite lives |  |  |  |  |  |  |  |
Trade names |  |  |  |  |  |  | 280,000 |
Gross identified intangible assets |  |  |  |  |  |  | 8,250,000 |
Accumulated amortization |  |  |  |  |  |  | (201,032 | )
Net identifiable intangible assets |  |  |  |  |  |  | 8,048,968 |
Goodwill |  |  |  |  |  |  | 7,585,269 |
Intangible assets and goodwill |  |  |  |  |  | $ | 15,634,237 |
The intangible assets subject to amortization acquired in connection with the Tellenger and GMI acquisitions are not deductible for tax purposes and, as such, the Company recorded a deferred tax liability and offsetting charge to goodwill of $2,240,171. As of December 31, 2021, expected amortization expense relating to purchased intangible assets for each of the next five years and thereafter is as follows:
2022 |  | $ | 1,399,577 |
2023 |  |  | 1,399,577 |
2024 |  |  | 1,369,640 |
2025 |  |  | 1,359,581 |
2026 |  |  | 1,326,839 |
Thereafter |  |  | 913,754 |
Total |  | $ | 7,768,968 |
The changes in the carrying amount of the goodwill are as follows:
Balance as of December 31, 2020 |  | $ | - |
Acquired goodwill |  |  | 7,585,269 |
Balance as of December 31, 2021 |  | $ | 7,585,269 |
There was no impairment charge to goodwill recorded for the years ended December 31, 2021 and 2020.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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