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Note 6 - Acquisitions | 9 Months Ended
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Sep. 30, 2022
Notes to Financial Statements |
Business Combination Disclosure [Text Block] |
Note 6. | Acquisitions
Tellenger, Inc. On April 7, 2021, the Company purchased all of the issued and outstanding shares of stock of Tellenger, Inc. (“Tellenger”). Tellenger is primarily engaged in providing professional services related to cybersecurity, cloud computing, and data analytics. Tellenger’s customers include U.S. government agencies, either as a prime contractor or sub-contractor, as well as several national not-for-profit organizations. The purchase price of $2,515,357 was paid with $2,315,357 of cash and 68,264 shares of Company common shares valued at $200,000 as of the transaction closing date. The value of the shares was determined by the closing price as of the transaction date. Goodwill is attributable to human capital related intangible assets like the value of the acquired assembled workforce and strategic and enterprise related intangible assets including growth opportunities that are not reportable separately from goodwill. Goodwill also arises from recognizing deferred tax liabilities from intangible assets that are amortizable for financial reporting but not for income tax purposes. The transaction did not result in a step-up in tax basis and neither the intangible assets nor goodwill recorded for financial reporting purposes results in deductible amortization for tax purposes. The purchase price for Tellenger has been allocated as follows:
|  | Useful Lives (years) |  |  | Amounts |  | Valuation Methodology
Cash |  |  |  |  | $ | 81,473 |  |
Accounts receivable |  |  |  |  |  | 611,471 |  |
Other current assets |  |  |  |  |  | 6,338 |  |
Intangible assets with estimated useful lives: |  |  |  |  |  |
Customer relationships |  | 8 |  |  |  | 1,090,000 |  | Replacement cost and relief from royalty
Non-compete agreements |  | 3 |  |  |  | 120,000 |  | Multi-period excess earnings
Intangible assets with indefinite lives: |  |  |  |  |  |  |  |
Trade names |  |  |  |  |  | 280,000 |  |
Goodwill |  |  |  |  |  | 785,000 |  |
Total assets acquired |  |  |  |  |  | 2,974,282 |  |
Current liabilities |  |  |  |  |  | (458,925 | ) |
Net assets acquired |  |  |  |  | $ | 2,515,357 |  |
Gray Matters, Inc. On December 10, 2021, the Company purchased all the issued and outstanding shares of Gray Matters. Gray Matters provides supply chain management software designed to aggregate customer data into a single, interconnected, blockchain secured framework. The purchase price of $11,005,100 comprises the following:
Net cash consideration |  | $ | 7,240,100 |
Buyer common stock |  |  | 1,500,000 |
Fair value of deferred consideration |  |  | 1,335,000 |
Fair value of contingent consideration |  |  | 930,000 |
Total |  | $ | 11,005,100 |
Common stock consideration consisted of 436,481 shares of WaveDancer common stock valued at $1,500,000 as of the transaction closing date. The deferred consideration of $1,335,000 is the estimated present value as of the closing date of the $1,500,000 cash payment due to the selling shareholder of GMI (the “Seller”) on the second anniversary of the acquisition. We applied a discount rate of 6% reflecting our recent secured borrowing rate adjusted to include a premium for the unsecured status of the deferred consideration liability. Accretion of the liability will be recorded as interest expense. For the nine months ended September 30, 2022, we recorded $59,467 of interest expense. Contingent consideration was estimated as of the acquisition date using a probability weighted average of possible outcomes, discounted to its net present value as of the acquisition date. We identified the set of possible outcomes and assigned probabilities to each by applying management judgment to the assumptions underlying the projections of 2022 revenue and gross profit. Under the terms of the purchase agreement, the Seller is eligible to receive from zero up to $4,000,000 of additional consideration, payable in cash, based on the amounts of revenue and gross profit achieved by GMI during the period from the acquisition date through December 31, 2022. We estimated that the outcomes to apply a probability weighting to range from $500,000 to $1,500,000, with an outcome of $1,000,000 given the highest probability weighting. The undiscounted probability weighted outcome was determined to be $1,000,000 and was discounted back to its present value of $930,000 as of December 31, 2021. We applied a discount rate of 6% reflecting our recent secured borrowing rate adjusted to include a premium for the unsecured status of the contingent consideration liability. The contingent consideration liability will be remeasured at fair value at the end of each reporting period and reported in the consolidated statements of operations until the liability is settled. We remeasured the contingent consideration liability as of June 30, 2022 and determined that the undiscounted probability weighted outcome had decreased to zero and we reduced the liability amount accordingly and for the nine months ended September 30, 2022 we have recognized $930,000 of income. The deferred consideration liability is included in other liabilities on the condensed consolidated balance sheets and totals $1,394,467 and $1,335,000 as of September 30, 2022 and December 31, 2021, respectively. Goodwill is attributable to human capital related intangible assets like the value of the acquired assembled workforce and strategic and enterprise related intangible assets including growth opportunities that are not reportable separately from goodwill. Goodwill also arises from recognizing deferred tax liabilities from recording in the purchase accounting intangible assets that are amortizable for financial reporting but not for income tax purposes. The transaction did not result in a step-up in tax basis and the Company will carry over the legacy tax basis of $0 for all intangibles. Neither the intangible assets nor goodwill recorded for financial reporting purposes will generate deductible amortization for tax purposes. The purchase price for GMI has been allocated as follows:
|  | Useful Lives (years) |  |  | Amounts |  | Valuation Methodology
Cash |  |  |  |  | $ | 20,235 |  |
Fixed assets |  |  |  |  |  | 8,902 |  |
Intangible assets with estimated useful lives: |  |  |  |  |  |  |  |
Technology |  | 5 |  |  |  | 2,900,000 |  | Replacement cost and relief from royalty
Customer relationships |  | 6 |  |  |  | 3,860,000 |  | Multi-period excess earnings
Goodwill |  |  |  |  |  | 4,560,099 |  |
Total assets acquired |  |  |  |  |  | 11,349,236 |  |
Current liabilities |  |  |  |  |  | (344,136 | ) |
Net assets acquired |  |  |  |  | $ | 11,005,100 |  |
Supplemental Combined Pro Forma Information The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisitions of both Tellenger and Gray Matters had been completed on January 1, 2021. The pro forma information includes adjustments to amortization expense for the intangible assets acquired. The pro forma data are for informational purposes only and are not necessarily indicative of the consolidated results of operations of the combined business had the acquisitions of both Tellenger and Gray Matters occurred on January 1, 2021, or the results of future operations of the combined business. For instance, planned or expected operational synergies following the acquisition are not reflected in the pro forma information. Consequently, actual results will differ from the unaudited pro forma information presented below.
|  | Three months ended September 30, |  |  | Nine months ended September 30, |
|  | 2022 |  |  | 2021 |  |  | 2022 |  |  | 2021 |
Revenues |  | $ | 2,306,379 |  |  | $ | 4,299,925 |  |  | $ | 9,619,273 |  |  | $ | 13,677,429 |
Net loss |  | $ | (4,700,519 | ) |  | $ | (802,424 | ) |  | $ | (8,304,268 | ) |  | $ | (2,128,680 | )

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