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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the Quarterly Period Ended September 30, 2022

 

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

 

For the transition period from _____________________to _________________________

 

Commission file number: 000-31671

 

INTELLINETICS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   87-0613716

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

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

 

(614) 921-8170

(Registrant’s telephone number, including area code)

 

 

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

 

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

 

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

 

Securities registered pursuant to Section 12(g) of the Act: Common stock, $0.001 par value.

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer (Do not check if a smaller reporting company) Accelerated filer
Non-accelerated filer   Smaller reporting company
Emerging growth company      

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No

 

As of November 10, 2022, there were 4,073,757 shares of the issuer’s common stock outstanding, each with a par value of $0.001 per share.

 

 

 

 
 

 

INTELLINETICS, INC.

Form 10-Q

September 30, 2022

TABLE OF CONTENTS

 

   

Page

No.

PART I    
     
FINANCIAL INFORMATION 5
     
ITEM 1. Financial Statements. 5
     
  Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 5
     
  Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (Unaudited) 6
     
  Condensed Consolidated Statement of Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021 (Unaudited) 7
     
  Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (Unaudited) 8
     
  Notes to Condensed Consolidated Financial Statements (Unaudited) 9
     
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 27
     
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. 37
     
ITEM 4. Controls and Procedures. 37
     
PART II    
     
OTHER INFORMATION 38
     
ITEM 1. Legal Proceedings. 38
     
ITEM 1A. Risk Factors. 38
     
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds. 38
     
ITEM 3. Defaults Upon Senior Securities. 38
     
ITEM 4. Mine Safety Disclosures. 38
     
ITEM 5. Other Information. 38
     
ITEM 6. Exhibits. 38
     
SIGNATURES 39

 

2
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

  the ongoing effect of the novel coronavirus pandemic (“COVID-19”), including its macroeconomic effects on our business, operations, and financial results; and the effect of governmental lockdowns, restrictions and new regulations on our operations and processes;
     
  our prospects, including our future business, revenues, expenses, net income, earnings per share, margins, profitability, cash flow, cash position, liquidity, financial condition and results of operations, backlog of orders and revenue, our targeted growth rate, our goals for future revenues and earnings, and our expectations about realizing the revenues in our backlog and in our sales pipeline;
     
  the effects on our business, financial condition and results of operations of current and future economic, business, market and regulatory conditions, including the current global inflation and other economic and market conditions, and their effects on our customers and their capital spending and ability to finance purchases of our products, services, technologies and systems;
     
  our expectation that the shift from an offline to online world will continue to benefit our business;
     
  our ability to integrate our recent acquisitions and any future acquisitions, grow their businesses and obtain the expected financial and operational benefits from those businesses;
     
  the effects of fluctuations in sales on our business, revenues, expenses, net income, earnings per share, margins, profitability, cash flow, capital expenditures, liquidity, financial condition and results of operations;
     
  our products, services, technologies and systems, including their quality and performance in absolute terms and as compared to competitive alternatives, their benefits to our customers and their ability to meet our customers’ requirements, and our ability to successfully develop and market new products, services, technologies and systems;
     
  our markets, including our market position and our market share;
     
  our ability to successfully develop, operate, grow and diversify our operations and businesses;
     
  our business plans, strategies, goals and objectives, and our ability to successfully achieve them;
     
  the sufficiency of our capital resources, including our cash and cash equivalents, funds generated from operations, availability credit and financing arrangements and other capital resources, to meet our future working capital, capital expenditure, lease and debt service and business growth needs;
     
  the value of our assets and businesses, including the revenues, profits and cash flow they are capable of delivering in the future;

 

3
 

 

  the amount and timing of revenue recognition from customer contracts with commitments for performance obligations, including our estimate of the remaining amount of commitments and when we expect to recognize revenues;
     
  industry trends and customer preferences and the demand for our products, services, technologies and systems; and
     
  the nature and intensity of our competition, and our ability to successfully compete in our markets.

 

Any forward-looking statements we make are based on our current plans, intentions, objectives, strategies, projections and expectations, as well as assumptions made by and information currently available to management. Forward-looking statements are not guarantees of future performance or events, but are subject to and qualified by substantial risks, uncertainties and other factors, which are difficult to predict and are often beyond our control. Forward-looking statements will be affected by assumptions and expectations we might make that do not materialize or that prove to be incorrect and by known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed, anticipated or implied by such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, those described in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on March 24, 2022, as well as other risks, uncertainties and factors discussed elsewhere in this Quarterly Report, in documents that we include as exhibits to or incorporate by reference in this report, and in other reports and documents we from time to time file with or furnish to the Securities and Exchange Commission (the “SEC”). In light of these risks and uncertainties, you are cautioned not to place undue reliance on any forward-looking statements that we make.

 

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

 

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

 

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

 

4
 

 

PART I – FINANCIAL INFORMATION 

 

Item 1. Financial Statements

 

INTELLINETICS, INC. and SUBSIDIARIES

Condensed Consolidated Balance Sheets

 

           
   (unaudited)     
   September 30,   December 31, 
   2022   2021 
         
ASSETS          
Current assets:          
Cash  $3,776,627   $1,752,630 
Accounts receivable, net   853,930    1,176,059 
Accounts receivable, unbilled   491,946    444,782 
Parts and supplies, net   74,540    76,691 
Other contract assets   122,754    78,556 
Prepaid expenses and other current assets   324,555    155,550 
Total current assets   5,644,352    3,684,268 
           
Property and equipment, net   1,070,724    1,091,780 
Right of use assets   3,365,575    3,841,612 
Intangible assets, net   4,547,223    968,496 
Goodwill   5,789,821    2,322,887 
Other assets   341,942    53,089 
Total assets  $20,759,637   $11,962,132 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities:          
Accounts payable  $263,427   $181,521 
Accrued compensation   389,150    343,576 
Accrued expenses, other   116,231    161,862 
Lease liabilities - current   672,159    616,070 
Deferred revenues   2,998,647    1,194,649 
Deferred compensation   20,166    100,828 
Earnout liabilities - current   757,347    958,818 
Notes payable - current   1,912,331    - 
Total current liabilities   7,129,458    3,557,324 
           
Long-term liabilities:          
Notes payable - net of current portion   2,053,984    1,754,527 
Notes payable - related party - net of current portion   521,205    - 
Lease liabilities - net of current portion   2,805,971    3,316,682 
Earnout liabilities - net of current portion   -    671,863 
Total long-term liabilities   5,381,160    5,743,072 
Total liabilities   12,510,618    9,300,396 
           
Stockholders’ equity:          
Common stock, $0.001 par value, 25,000,000 shares authorized; 4,073,757 and 2,823,072 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively   4,074    2,823 
Additional paid-in capital    30,060,018    24,297,229 
Accumulated deficit    (21,815,073)   (21,638,316)
Total stockholders’ equity   8,249,019    2,661,736 
Total liabilities and stockholders’ equity  $20,759,637   $11,962,132 

 

See Notes to these condensed consolidated financial statements

 

5
 

 

INTELLINETICS, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

 

                     
   For the Three Months Ended September 30,   For the Nine Months Ended September 30, 
   2022   2021   2022   2021 
                 
Revenues:                    
Sale of software  $18,390   $58,779   $93,986   $73,971 
Software as a service   1,211,407    352,192    2,801,084    1,052,072 
Software maintenance services   352,892    336,732    1,033,375    1,012,251 
Professional services   2,007,613    2,165,030    5,221,326    5,715,273 
Storage and retrieval services   269,325    258,629    829,011    862,660 
Total revenues   3,859,627    3,171,362    9,978,782    8,716,227 
                     
Cost of revenues:                    
Sale of software   10,647    3,691    44,232    10,050 
Software as a service   207,502    73,596    489,939    241,717 
Software maintenance services   19,024    18,270    56,509    64,930 
Professional services   1,028,074    1,042,249    2,794,783    2,765,241 
Storage and retrieval services   88,195    117,835    266,279    299,597 
Total cost of revenues   1,353,442    1,255,641    3,651,742    3,381,535 
                     
Gross profit   2,506,185    1,915,721    6,327,040    5,334,692 
                     
Operating expenses:                    
General and administrative   1,333,285    1,027,932    3,532,672    3,125,019 
Change in fair value of earnout liabilities   28,494    -    144,999    77,211 
Transaction costs   -    -    355,281    - 
Sales and marketing   192,540    372,399    1,374,059    1,004,305 
Depreciation and amortization   193,863    105,923    503,250    302,239 
                     
Total operating expenses   2,048,182    1,506,254    5,910,261    4,508,774 
                     
Income from operations   458,003    409,467    416,779    825,918 
                     
Other income (expense)                    
Gain on extinguishment of debt   -    -    -    845,083 
Interest expense   (240,467)   (113,030)   (593,536)   (339,345)
                     
Total other (expense) income, net   (240,467)   (113,030)   (593,536)   505,738 
                     
Income (loss) before income taxes   217,536    296,437    (176,757)   1,331,656 
                     
Income tax benefit   -    -    -    - 
                     
Net income (loss)  $217,536   $296,437   $(176,757)  $1,331,656 
                     
Basic net income (loss) per share:  $0.05   $0.11   $(0.05)  $0.47 
Diluted net income (loss) per share:  $0.05   $0.10   $(0.05)  $0.43 
                     
Weighted average number of common shares outstanding - basic   4,073,757    2,823,072    3,664,024    2,822,938 
Weighted average number of common shares outstanding - diluted   4,695,162    3,104,334    3,664,024    3,105,175 

 

See Notes to these condensed consolidated financial statements

 

6
 

 

INTELLINETICS, INC. and SUBSIDIARIES

Condensed Consolidated Statement of Stockholders’ Equity

For the Three and Nine Months Ended September 30, 2022 and 2021

(Unaudited)

 

                          
   Common Stock   Additional Paid-in   Accumulated     
   Shares   Amount   Capital   Deficit   Total 
                     
Balance, June 30, 2021   2,823,072   $2,823   $24,251,172   $(21,961,048)  $2,292,947 
                          
Stock Option Compensation   -    -    23,098    -    23,098 
                          
Net Income   -    -    -    296,437    296,437 
                          
Balance, September 30, 2021   2,823,072   $2,823   $24,274,270   $(21,664,611)  $2,612,482 
                          
Balance, June 30, 2022   4,073,757   $4,074   $29,941,019   $(22,032,609)  $7,912,484 
                          
Stock Option Compensation   -    -    118,999    -    118,999 
                          
Net Income   -    -    -    217,536    217,536 
                          
Balance, September 30, 2022   4,073,757   $4,074   $30,060,018   $(21,815,073)  $8,249,019 
                          

 

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

 

 

                         
Balance, December 31, 2020   2,810,865   $2,811   $24,147,488   $(22,996,267)  $1,154,032 
                          
Stock Issued to Directors   12,207    12    57,488    -    57,500 
                          
Stock Option Compensation   -    -    69,294    -    69,294 
                          
Net Income   -    -    -    1,331,656    1,331,656 
                          
Balance, September 30, 2021   2,823,072   $2,823   $24,274,270   $(21,664,611)  $2,612,482 
                          
Balance, December 31, 2021   2,823,072   $2,823   $24,297,229   $(21,638,316)  $2,661,736 
                          
Stock Issued to Directors   8,097    8    57,492    -    57,500 
                          
Stock Option Compensation   -    -    244,951    -    244,951 
                          
Stock Issued   1,242,588    1,243    5,739,515    -    5,740,758 
                          
Equity Issuance Costs   -    -    (492,182)   -    (492,182)
                          
Warrants Issued and Extended   -    -    213,013    -    213,013 
                          
Net Loss   -    -    -    (176,757)   (176,757)
                          
Balance, September 30, 2022   4,073,757   $4,074   $30,060,018   $(21,815,073)  $8,249,019 

 

See Notes to these condensed consolidated financial statements

 

7
 

 

INTELLINETICS, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

           
   For the Nine Months Ended September 30, 
   2022   2021 
         
Cash flows from operating activities:          
Net (loss) income   $(176,757)  $1,331,656 
Adjustments to reconcile net (loss) income to net cash used in operating activities:          
Depreciation and amortization   503,250    302,239 
Bad debt expense (recovery)   22,370    (10,304)
Parts and supplies reserve change   -    9,000 
Amortization of deferred financing costs   155,667    77,804 
Amortization of debt discount   79,999    80,000 
Amortization of right of use asset   476,037    472,402 
Stock issued for services   57,500    57,500 
Stock option compensation   244,951    69,294 
Gain on extinguishment of debt   -    (845,083)
Change in fair value of earnout liabilities   144,999    77,211 
Changes in operating assets and liabilities:          
Accounts receivable   368,139    (145,824)
Accounts receivable, unbilled   (47,164)   (129,553)
Parts and supplies   2,151    12,357 
Prepaid expenses and other current assets   (147,995)   (81,880)
Accounts payable and accrued expenses   45,403    254,784 
Lease liabilities, current and long-term   (454,622)   (464,528)
Deferred compensation   (80,662)   - 
Accrued interest, current and long-term   -    442 
Deferred revenues   731,468    340,732 
Total adjustments   2,101,491    76,593 
Net cash provided by operating activities   1,924,734    1,408,249 
           
Cash flows from investing activities:          
Cash paid to acquire business   (6,383,269)   - 
Capitalized software   (315,148)   - 
Purchases of property and equipment   (142,903)   (532,151)
Net cash used in investing activities   (6,841,320)   (532,151)
           
Cash flows from financing activities:          
Payment of earnout liabilities   (1,018,333)   (954,733)
Proceeds from issuance of common stock   5,740,758    - 
Offering costs paid on issuance of common stock and notes   (746,342)   - 
Proceeds from notes payable   2,364,500    - 
Proceeds from notes payable - related parties   600,000    - 
Net cash provided by (used in) financing activities   6,940,583    (954,733)
           
Net increase (decrease) in cash   2,023,997    (78,635)
Cash - beginning of period   1,752,630    1,907,882 
Cash - end of period  $3,776,627   $1,829,247 
           
Supplemental disclosure of cash flow information:          
Cash paid during the period for interest  $357,870   $182,198 
Cash paid during the period for income taxes  $11,050   $2,106 
           
Supplemental disclosure of non-cash financing activities:          
Discount on notes payable for warrants  $169,900   $- 
Discount on notes payable - related parties for warrants   43,113    - 
Warrants issued and extended for common stock issuance costs   412,500    - 
Right-of-use asset obtained in exchange for operating lease liability   -    1,837,106 
           
Supplemental disclosure of non-cash investing activities relating to business acquisitions:          
Accounts receivable  $68,380   $- 
Prepaid expenses   38,913    - 
Property and equipment   30,018    - 
Intangible assets   3,888,000    - 
Goodwill   3,466,934    - 
Accounts payable   (36,446)   - 
Deferred revenues   (1,072,530)   - 
Net assets acquired in acquisition   6,383,269    - 
Cash used in business acquisition  $6,383,269   $- 

 

See Notes to these condensed consolidated financial statements

 

8
 

 

INTELLINETICS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

1. Business Organization and Nature of Operations

 

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

 

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

 

2. Basis of Presentation

 

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

 

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

 

Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2022 or any other future period.

 

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC filed on March 24, 2022.

 

3. Summary of Significant Accounting Policies

 

Principles of Consolidation

 

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

 

Use of Estimates

 

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses. By their nature, these estimates and assumptions are subject to an inherent degree of uncertainty. The impact of inflation and COVID-19 has significantly increased economic and demand uncertainty. Because future events and their effects cannot be determined with precision, actual results could differ significantly from estimated amounts.

 

Significant estimates and assumptions include valuation allowances related to receivables, accounts receivable -unbilled, the recoverability of long-term assets, depreciable lives of property and equipment, purchase price allocations for acquisitions, fair value for goodwill and intangibles, the lease liabilities, estimates of the realizable value deferred taxes and related valuation allowances. Our management monitors these risks and assesses our business and financial risks on a quarterly basis.

 

9
 

 

Revenue Recognition

 

In accordance with ASC 606, “Revenue From Contracts With Customers,” we follow a five-step model to assess each contract of a sale or service to a customer: identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue is recognized when a performance obligation is satisfied and the customer obtains control of promised goods and services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services. In addition, ASC 606 requires disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

 

We categorize revenue as software, software as a service, software maintenance services, professional services, and storage and retrieval services. We earn the majority of our revenue from the sale of professional services, followed by the sale of software maintenance services and software as a service. We apply our revenue recognition policies as required in accordance with ASC 606 based on the facts and circumstances of each category of revenue, including applying these policies to our revenues from Yellow Folder. More detail regarding each category of revenue is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC filed on March 24, 2022.

 

Contract balances

 

When the timing of our delivery of goods or services is different from the timing of payments made by customers, we recognize either a contract asset (performance precedes contractual due date) or a contract liability (customer payment precedes performance). Customers that prepay are represented by deferred revenue until the performance obligation is satisfied. Contract assets represent arrangements in which the good or service has been delivered but payment is not yet due. Our contract assets consisted of accounts receivable, unbilled, which are disclosed on the condensed consolidated balance sheets, as well as other contract assets which are comprised of employee sales commissions paid in advance of contract periods ending. Our contract liabilities consisted of deferred (unearned) revenue, which is generally related to software as a service or software maintenance contracts. We classify deferred revenue as current based on the timing of when we expect to recognize revenue, which are disclosed on the condensed consolidated balance sheets.

 

The following table present changes in our contract assets during the nine months ended September 30, 2022 and 2021:

 

   Balance at Beginning of Period   Revenue Recognized in Advance of Billings   Billings   Balance at End of Period 
Nine months ended September 30, 2022                    
Accounts receivable, unbilled  $444,782   $2,573,944   $(2,526,780)  $491,946 
                     
Nine months ended September 30, 2021                    
Accounts receivable, unbilled  $523,522   $3,281,320   $(3,151,767)  $653,075 

 

   Balance at
Beginning of
Period
   Commissions
Paid
   Commissions
Recognized
   Balance at
End of
Period
 
Nine months ended September 30, 2022                    
Other contract assets  $78,556   $102,321   $(58,123)  $122,754 
                     
Nine months ended September 30, 2021                    
Other contract assets  $31,283   $107,364   $(68,235)  $70,412 

 

Deferred revenue

 

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

 

10
 

 

Remaining performance obligations represent the transaction price from contracts for which work has not been performed or goods and services have not been delivered. We expect to recognize revenue on approximately 99% of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter. As of September 30, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations for software as a service and software maintenance contracts with a duration greater than one year was $26,765. As of December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations for software as a service and software maintenance contracts with a duration greater than one year was $16,835. This does not include revenue related to performance obligations that are part of a contract whose original expected duration is one year or less.

 

The following table presents changes in our contract liabilities during the nine months ended September 30, 2022 and 2021:

 

   Balance at
Beginning
of Period
   Addition
from
acquisition
(Note 4)
   Billings   Recognized
Revenue
   Balance at
End of
Period
 
Nine months ended September 30, 2022                         
Contract liabilities: Deferred revenue  $1,194,649   $860,456   $5,560,018   $(4,616,476)  $2,998,647 
                          
Nine months ended September 30, 2021                         
Contract liabilities: Deferred revenue  $996,131   $-   $2,954,212   $(2,613,480)  $1,336,863 

 

Parts and Supplies

 

Parts and supplies are valued at the lower of cost or net realizable value. Costs are determined using the first-in, first-out method. Parts and supplies are used for scanning and document conversion services. A provision for potentially obsolete or slow-moving parts and supplies inventory is made based on parts and supplies levels, future sales forecasted and management’s judgment of potentially obsolete parts and supplies. We recorded an allowance of $24,000 at September 30, 2022 and December 31, 2021.

 

Property and Equipment

 

Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed over the estimated useful lives of the related assets on a straight-line basis. Furniture and fixtures, computer hardware and purchased software are depreciated over three to seven years. Leasehold improvements are amortized over the life of the lease or the asset, whichever is shorter, generally seven to ten years. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation and amortization of these assets are removed from the accounts and the resulting gains and losses are reflected in the results of operations.

 

11
 

 

Intangible Assets

 

All intangible assets have finite lives and are stated at cost, net of amortization. Amortization is computed over the useful life of the related assets on a straight-line method.

 

Goodwill

 

The carrying value of goodwill is not amortized, but is tested for impairment annually as of December 31, as well as on an interim basis whenever events or changes in circumstances indicate that the carrying amount of a reporting unity may not be recoverable. An impairment charge is recognized for the amount by which the carrying amount exceeds the recorded fair value.

 

Impairment of Long-Lived Assets

 

We account for the impairment and disposition of long-lived assets in accordance with ASC 360, “Property, Plant, and Equipment.” We test long-lived assets or asset groups, such as property and equipment, for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable.

 

Circumstances which could trigger a review include, but are not limited to: significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life.

 

Recoverability is assessed based on comparing the carrying amount of the asset to the aggregate pre-tax undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group. Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group. The impairment loss, if any, is measured as the amount by which the carrying amount exceeds fair value, which for this purpose is based upon the discounted projected future cash flows of the asset or asset group. There was no impairment of long-lived assets in the three or nine month periods ended 2022 or 2021.

 

Purchase Accounting Related Fair Value Measurements

 

We allocate the purchase price, including contingent consideration, of our acquisitions to the assets and liabilities acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition, with the exception of acquired contract assets and contract liabilities, which are measured under ASC 606. Such fair market value assessments are primarily based on third-party valuations using assumptions developed by management that require significant judgments and estimates that can change materially as additional information becomes available. The purchase price allocated to intangibles is based on unobservable factors, including but not limited to, projected revenues, expenses, customer attrition rates, a weighted average cost of capital, among others. The weighted average cost of capital uses a market participant’s cost of equity and after-tax cost of debt and reflects the risks inherent in the cash flows. The approach to valuing the initial contingent consideration associated with the purchase price also uses similar unobservable factors such as projected revenues and expenses over the term of the contingent earn-out period, discounted for the period over which the initial contingent consideration is measured, and volatility rates. We finalize the purchase price allocation once certain initial accounting valuation estimates are finalized, and no later than 12 months following the acquisition date.

 

Leases

 

We determine if an arrangement is a lease at inception. Operating leases in which we are the lessee are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the condensed consolidated balance sheets. We do not have any finance leases, as a lessee, and no long-term leases for which we are the lessor.

 

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the reasonably certain lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and reduced by lease incentives, such as tenant improvement allowances. Our lease terms include options to extend or terminate the lease only when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Stock-Based Compensation

 

We account for stock-based payments in accordance with ASC 718, “Compensation - Stock Compensation,” which requires that such equity instruments be measured at their fair values on the grant date. Stock-based payments to employees include grants of stock that are recognized in the condensed consolidated statement of operations based on their fair values at the date of grant.

 

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The grant date fair value of stock option awards is recognized in earnings as stock-based compensation cost over the requisite service period of the award using the straight-line attribution method. We estimate the fair value of the stock option awards using the Black-Scholes-Merton option pricing model. The exercise price of options is specified in the stock option agreements. The expected volatility is based on the historical volatility of our stock for the previous period equal to the expected term of the options. The expected term of options granted is based on the midpoint between the vesting date and the end of the contractual term. The risk-free interest rate is based upon a U.S. Treasury instrument with a life that is similar to the expected term of the options. The expected dividend yield is based upon the yield expected on date of grant to occur over the term of the option.

 

Software Development Costs

 

We design, develop, test, market, license, and support new software products and enhancements of current products. We continuously monitor our software products and enhancements to remain compatible with standard platforms and file formats. In accordance with ASC 985-20 “Costs of Software to be Sold, Leased or Otherwise Marketed,” we expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Once technological feasibility has been established, certain software development costs incurred during the application development stage are eligible for capitalization. Based on our software development process, technical feasibility is established upon completion of a working model. Technological feasibility is typically reached shortly before the release of such products. Such costs in the amount of $0 and $43,771 were capitalized during the third quarter and nine-month period 2022, respectively. No such costs were capitalized during the nine-month period 2021.

 

In accordance with ASC 350-40, “Internal-Use Software,” we capitalize purchase and implementation costs of internal use software. Once an application has reached development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. We also capitalize costs related to specific upgrades and enhancements when it is probable that the expenditure will result in additional functionality. Such costs in the amount of $143,943 and $271,377 were capitalized during the three and nine months ended September 30, 2022, respectively. No such costs were capitalized during the nine-month period 2021.

 

Capitalized costs are stated at cost less accumulated amortization. Amortization is computed over the estimated useful lives of the related assets on a straight-line basis, which is three years. At September 30, 2022 and December 31, 2021, our condensed consolidated balance sheets included $327,159 and $38,305, respectively, in other long-term assets.

 

For the three and nine months ended September 30, 2022 and 2021, our expensed software development costs were $42,852 and $157,811, respectively, and $97,157 and $294,726, respectively.

 

Recently Issued Accounting Pronouncements Not Yet Effective

 

Financial Instruments – Credit Losses

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASC 2016-16 is effective for annual reporting periods beginning after December 15, 2022, including interim reporting periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of the new guidance on our condensed consolidated financial statements and related disclosures.

 

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Adoption of the ASU should be applied prospectively. The Company elected to early adopt ASU 2021-08 on a prospective basis during the second quarter of 2022 in connection with the purchase price allocation for the Yellow Folder acquisition (see Note 4).

 

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No other Accounting Standards Updates that have been issued but are not yet effective are expected to have a material effect on our future condensed consolidated financial statements.

 

Advertising

 

We expense the cost of advertising as incurred. Advertising expense for the three and nine months ended September 30, 2022 and 2021 amounted to $10,371 and $19,871, respectively, and $3,022 and $4,063, respectively.

 

(Loss) Earnings Per Share

 

Basic income or loss per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted income or loss per share is computed by dividing net income or loss by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. Diluted earnings per share exclude all diluted potential shares if their effect is anti-dilutive, including warrants or options which are out-of-the-money and for those periods with a net loss. The three and nine months ended September 30, 2022 reported net losses, while the three and nine months ended September 30, 2021 reported net income.

 

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

 

Income Taxes

 

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

 

Deferred income taxes are recognized for the tax consequences in future years of temporary differences between the financial reporting and tax bases of assets and liabilities as of each period-end based on enacted tax laws and statutory rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A 100% valuation allowance has been established on deferred tax assets At September 30, 2022 and December 31, 2021, due to the uncertainty of our ability to realize future taxable income.

 

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

 

Segment Information

 

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

 

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

 

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

 

Information by operating segment is as follows:

 

                 
   For the three months ended September 30,   For the nine months ended September 30, 
   2022   2021   2022   2021 
Revenues                
Document Management  $1,693,128   $792,548   $4,180,931   $2,319,370 
Document Conversion   2,166,499    2,378,814    5,797,851    6,396,857 
Total revenues  $3,859,627   $3,171,362   $9,978,782   $8,716,227 
                     
Gross profit                    
Document Management  $1,427,696   $673,237   $3,488,947   $1,898,799 
Document Conversion   1,078,489    1,242,484    2,838,093    3,435,893 
Total gross profit  $2,506,185   $1,915,721   $6,327,040   $5,334,692 
                     
Capital additions, net                    
Document Management  $145,581   $5,935   $321,382   $44,051 
Document Conversion   43,069    126,578    136,669    488,100 
Total capital additions, net  $188,650   $132,513   $458,051   $532,151 

 

   September 30, 2022   December 31, 2021 
Goodwill          
Document Management  $3,989,645   $522,711 
Document Conversion   1,800,176    1,800,176 
Total goodwill  $5,789,821   $2,322,887 

 

   September 30, 2022   December 31, 2021 
Total assets          
Document Management  $11,210,697   $2,233,419 
Document Conversion   9,548,940    9,728,713 
Total assets  $20,759,637   $11,962,132 

 

Statement of Cash Flows

 

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

 

4. Business Combinations

 

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

 

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

 

      
Assets acquired:     
Accounts receivable  $68,380 
Prepaid expenses   38,913 
Property and equipment   30,018 
Intangible assets (see Note 5)   3,888,000 
Assets   4,025,311 
Liabilities assumed:     
Accounts payable   36,446 
Deferred revenue   1,072,530 
Liabilities   1,108,976 
      
Total identifiable net assets   2,916,335 
      
Purchase price   6,383,269 
      
Goodwill - Excess of purchase price over fair value of net assets acquired  $3,466,934 

 

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

 

Acquisition costs which include legal and other professional fees of $0 and $355,281 for the three and nine months ended September 30, 2022, respectively, were expensed as nonrecurring transaction costs and are included in transaction costs in the accompanying condensed consolidated statements of operations.

 

As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded. The finalization of the purchase accounting assessment may result in changes in the valuation of assets acquired and liabilities assumed and may have an impact on the Company’s results of operations and financial position.

 

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The following unaudited pro forma information presents a summary of the condensed consolidated results of operations for the Company as if the acquisition of Yellow Folder had occurred on January 1, 2021.

 

           
   For the Three months ended 
   (unaudited)   (unaudited) 
   September 30, 2022   September 30, 2021 
Total revenues  $3,859,627   $3,880,298 
           
Net income  $217,536   $289,676 
           
Basic net income per share  $0.05   $0.07 
Diluted net income per share  $0.05   $0.06 

 

           
   For the Nine months ended 
   (unaudited)   (unaudited) 
   September 30, 2022   September 30, 2021 
Total revenues  $10,756,634   $10,762,099 
           
Net (loss) income  $(142,241)  $963,866 
           
Basic net (loss) income per share  $(0.03)  $0.24 
Diluted net (loss) income per share  $(0.03)  $0.22 

 

The unaudited pro forma consolidated results are based on our historical financial statements and those of Yellow Folder and do not necessarily indicate the results of operations that would have resulted had the acquisition actually been completed at the beginning of the applicable period presented. The pro forma financial information assumes that the companies were combined as of January 1, 2021.

 

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

 

   For the
three months ended
September 30,
   For the
nine months ended
September 30,
 
   2022   2022 
Yellow Folder:          
Total revenues  $829,856   $1,620,224 
Net income  $178,973   $375,531 

 

5. Intangible Assets, Net

 

At September 30, 2022, intangible assets consisted of the following:

 

   Estimated      Accumulated     
   Useful Life  Costs   Amortization   Net 
Trade names  10 years  $297,000   $(39,642)  $257,358 
Proprietary technology  10 years   861,000    (43,050)   817,950 
Customer relationships  5-15 years   4,091,000    (619,085)   3,471,915 
      $5,249,000   $(701,777)  $4,547,223 

 

At December 31, 2021, intangible assets consisted of the following:

 

   Estimated      Accumulated     
   Useful Life  Costs   Amortization   Net 
Trade names  10 years  $119,000   $(21,817)  $97,183 
Customer relationships  5-8 years   1,242,000    (370,687)   871,313 
      $1,361,000   $(392,504)  $968,496 

 

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Amortization expense for the three and nine months ended September 30, 2022 and 2021, amounted to $127,577 and $309,273, respectively, and $54,119 and $162,356, respectively. The following table represents future amortization expense for intangible assets subject to amortization.

 

For the Twelve Months Ending September 30,  Amount 
2023  $510,308 
2024   510,308 
2025   499,391 
2026   391,941 
2027   326,108 
Thereafter   2,309,167 
Intangible assets  $4,547,223 

 

6. Fair Value Measurements

 

Under GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy consists of the following three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs consist of quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

 

The carrying values of cash and equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of its short maturity. Management believes that the carrying value of the 2020 Notes and 2022 Notes approximate fair value given that, while there has been change in the overall economic environment, there has not been significant net availability of credit to Company.

 

We have earnout liabilities related to our two 2020 acquisitions which are measured on a recurring basis and recorded at fair value, measured using probability-weighted analysis and discounted using a rate that appropriately captures the risks associated with the obligation. The inputs used to calculate the fair value of the earnout liabilities are considered to be Level 3 inputs due to the lack of relevant market activity and significant management judgment. Key unobservable inputs include revenue growth rates, which ranged from 0% to 7%, and volatility rates, which were 20% for gross profits. An increase in future revenues and gross profits may result in a higher estimated fair value while a decrease in future revenues and gross profits may result in a lower estimated fair value of the earnout liabilities.

 

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

 

   Three months ended
September 30, 2022
 
Fair value at July 31, 2022  $728,853 
Payment   - 
Change in fair value   28,494 
Fair value at September 30, 2022  $757,347 

 

   Nine months ended
September 30, 2022
 
Fair value at December 31, 2021  $1,630,681 
Payment   (1,018,333)
Change in fair value   144,999 
Fair value at September 30, 2022  $757,347 

 

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   Three months ended
September 30, 2021
 
Fair value at July 31, 2021  $1,566,478 
Payment   - 
Change in fair value   - 
Fair value at September 30, 2021  $1,566,478 

 

   Nine months ended
September 30, 2021
 
Fair value at December 31, 2020  $2,444,000 
Payment   (954,733)
Change in fair value   77,211 
Fair value at September 30, 2021  $1,566,478 

 

The fair values of amounts owed are recorded in the current and long-term portions of earnout liabilities in our condensed consolidated balance sheets. Changes in fair value are recorded in change in fair value of earnout liabilities in our condensed consolidated statements of operations.

 

7. Property and Equipment

 

Property and equipment are comprised of the following:

 

   September 30, 2022   December 31, 2021 
Computer hardware and purchased software  $1,593,208   $1,494,918 
Leasehold improvements   369,861    295,230 
Furniture and fixtures   71,325    71,325 
Property and equipment, gross   2,034,394    1,861,473 
Less: accumulated depreciation   (963,670)   (769,693)
Property and equipment, net  $1,070,724   $1,091,780 

 

Total depreciation expense on our property and equipment for the three and nine months ended September 30, 2022 and 2021 amounted to $66,286 and $193,977, respectively, and $51,804 and $139,883, respectively.

 

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8. Notes Payable – Unrelated Parties

 

Summary of Notes Payable to Unrelated Parties

 

The table below summarizes all notes payable At September 30, 2022 and December 31, 2021, respectively, with the exception of related party notes disclosed in Note 9 “Notes Payable - Related Parties.”

 

   September 30, 2022   December 31, 2021 
2022 Unrelated Notes  $2,364,500   $- 
2020 Notes   2,000,000    2,000,000 
Total notes payable  $4,364,500   $2,000,000 
Less unamortized debt issuance costs   (353,741)   (121,029)
Less unamortized debt discount   (44,444)   (124,444)
Less current portion, net   (1,912,331)   - 
Long-term portion of notes payable  $2,053,984   $1,754,527 

 

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

 

As of September 30,  Amount 
2023  $2,000,000 
2025   2,364,500 
Total  $4,364,500 

 

As of September 30, 2022 and December 31, 2021, accrued interest for these notes payable with the exception of the related party notes in Note 9, “Notes Payable - Related Parties,” was $0. As of September 30, 2022 and December 31, 2021, unamortized deferred financing costs and unamortized debt discount were reflected within short and long term liabilities on the condensed consolidated balance sheets, netted with the corresponding notes payable balance.

 

With respect to all notes outstanding (other than the notes to related parties), interest expense, including the amortization of debt issuance costs and debt discount, for the three and nine months ended September 30, 2022 and 2021 was $214,587 and $541,777, respectively, and $113,030 and $339,345, respectively.

 

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2022 Unrelated Notes

 

On April 1, 2022, we sold $2,364,500 in 12% Subordinated Notes (“2022 Unrelated Notes”) to unrelated accredited investors. The entire outstanding principal and unpaid interest of the 2022 Notes are due and payable on March 30, 2025. Interest on the 2022 Unrelated Notes accrues at the rate of 12% per annum, payable quarterly in cash, beginning on September 30, 2022. Any accrued but unpaid quarterly installment of interest will accrue interest at the rate of 14.0% per annum. Any overdue principal and accrued and unpaid interest at the maturity date will accrue a mandatory default penalty of 20% of the outstanding principal balance and an interest rate of 14% per annum from the maturity date until paid in full. We used a portion of the net proceeds from the private placement offering to finance the acquisition of Yellow Folder and the remaining net proceeds for working capital and general corporate purposes.

 

2020 Notes

 

On March 2, 2020, we sold 2,000 units, at an offering price of $1,000 per unit, to accredited investors in a private placement offering, with each unit consisting of $1,000 in 12% Subordinated Notes (“2020 Notes”) and 40 shares of our common stock, for aggregate gross proceeds of $2,000,000. The entire outstanding principal and unpaid interest of the 2020 Notes are due and payable on February 28, 2023. Interest on the 2020 Notes accrues at the rate of 12% per annum, payable quarterly in cash, beginning on June 30, 2021. Any accrued but unpaid quarterly installment of interest will accrue interest at the rate of 14.0% per annum. Any overdue principal and accrued and unpaid interest at the maturity date will accrue a mandatory default penalty of 20% of the outstanding principal balance and an interest rate of 14% per annum from the maturity date until paid in full. We used a portion of the net proceeds from the private placement offering to finance the acquisitions of Graphic Sciences and CEO Image and the remaining net proceeds for working capital and general corporate purposes. We recognized a debt discount of $320,000 for the 80,000 shares issued in conjunction with the units. The amortization of the debt discount, which will be recognized over the life of the 2020 Notes as interest expense, for the three and nine months ended September 30, 2022 and 2021 was $26,667 and $79,999, respectively.

 

PPP Note

 

On April 15, 2020, we were issued an unsecured promissory note (“PPP Note”) under the Paycheck Protection Program through PNC Bank with a principal amount of $838,700. The term of the PPP Note Payable was two years, with an interest rate of 1.0% per annum deferred for the first six months. We received notice on January 20, 2021 that the Small Business Administration had forgiven the full amount of principal and interest of the PPP Note, and we have recognized a gain on extinguishment of debt of $0 and $845,083 for the three and nine months ended September 30, 2021.

 

9. Notes Payable - Related Parties

 

Summary of Notes Payable to Related Parties

 

The table below summarizes all notes payable to related parties at September 30, 2022 and December 31, 2021:

 

   September 30, 2022   December 31, 2021 
Notes payable – “2022 Related Notes”  $600,000   $       - 
Less unamortized debt issuance costs   (78,795)   - 
Less current portion   -    - 
Long-term portion of notes payable  $521,205   $- 

 

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

 

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

 

As of September 30, 2022 and December 31, 2021, accrued interest for these notes payable – related parties was $0. As of September 30, 2022 and December 31, 2021, unamortized deferred financing costs and unamortized debt discount were reflected within long term liabilities on the condensed consolidated balance sheets.

 

With respect to all notes payable – related parties outstanding, interest expense, including the amortization of debt issuance costs, for the three and nine months ended September 30, 2022 was $25,880 and $51,759, respectively. For the three and nine months ended June 30, 2021, there was no interest expense in connection with notes payable – related parties.

 

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2022 Related Notes

 

On April 1, 2022, we issued 12% Subordinated Notes in an aggregate principal amount of $600,000 (the “2022 Related Notes”) to Robert Taglich (holding more than 5% beneficial interest in the Company’s Shares). The entire outstanding principal and unpaid interest of the 2022 Related Notes are due and payable on March 30, 2025. Interest on the 2022 Related Notes accrues at the rate of 12% per annum, payable quarterly in cash, beginning on September 30, 2022. Any accrued but unpaid quarterly installment of interest will accrue interest at the rate of 14.0% per annum. Any overdue principal and accrued and unpaid interest at the maturity date will accrue a mandatory default penalty of 20% of the outstanding principal balance and an interest rate of 14% per annum from the maturity date until paid in full. We used a portion of the net proceeds from the private placement offering to finance the acquisition of Yellow Folder and the remaining net proceeds for working capital and general corporate purposes.

 

10. Deferred Compensation

 

Pursuant to an employment agreement, we have accrued incentive cash compensation for one of our founders totaling $20,166 as of September 30, 2022 and $100,828 as of December 31, 2021. During the three and nine months ended September 30, 2022, we paid $30,248 and $80,662, respectively, in deferred incentive compensation, which amount was reflected as a reduction in our deferred compensation liability. We made no deferred incentive compensation payments during the nine months ended September 30, 2021.

 

11. Commitments and Contingencies

 

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

 

Employment Agreements

 

We have entered into employment agreements with three of our key executives, including one of our founders. Under their respective employment agreements, the executives are employed on an “at-will” basis and are bound by typical confidentiality, non-solicitation and non-competition provisions. Deferred compensation for one founder remains outstanding as of September 30, 2022.

 

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Operating Leases

 

On January 1, 2010, we entered into an agreement to lease 6,000 rentable square feet of office space in Columbus, Ohio. The lease commenced on January 1, 2010 and, pursuant to a lease extension dated September 18, 2021, the lease expires on December 31, 2028. The monthly rental payment is $4,950, with gradually higher annual increases each January up to $5,850 for the final year.

 

Our subsidiary, Graphic Sciences, uses 36,000 square feet of leased space in Madison Heights, Michigan as its main facility. Graphic Sciences uses about 20,000 square feet for its records storage services, with the remainder of the space used for production, sales, and administration. The monthly rental payment is $41,508, with gradually higher annual increases each September up to $45,828 for the final year, and with a lease term continuing until August 31, 2026. Graphic Sciences also leases and uses a separate 37,000 square foot building in Sterling Heights, Michigan for document storage, except approximately 5,000 square feet for production, and a satellite office in Traverse City, Michigan for production. The monthly Sterling Heights rental payment is $20,452, with gradually higher annual increases each May up to $24,171 for the final year, and with a lease term continuing to April 30, 2028. The monthly Traverse City rental payment is $4,500, with a lease term continuing until January 31, 2024. Graphic Sciences also leases and uses four leased vehicles for logistics. The monthly rental payments for these vehicles total $2,618, with lease terms continuing until October 31, 2024.

 

Graphic Sciences also leases and uses an additional temporary storage space in Madison Heights, with a monthly rental payment of $1,605 and a lease term on a month-to-month basis. We have made an accounting policy election to not record a right-of-use asset and lease liability for short-term leases, which are defined as leases with a lease term of 12 months or less. Instead, the lease payments are recognized as rent expense in the general and administrative expenses on the statement of operations. For each of the above listed leases, management has determined it will utilize the base rental period and have not considered any renewal periods.

 

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

 

For the nine months ending September 30,  Amount 
2023  $937,809 
2024   896,168 
2025   876,675 
2026   848,540 
2027   353,662 
Thereafter   256,496 
Total  $4,169,350 

 

Lease costs charged to operations for the three months ended September 30, 2022 and 2021 amounted to $243,301 and $293,953, respectively, and for the nine months ended September 30, 2022 and 2021 amounted to $729,902 and $794,317, respectively. Included in the lease costs for the three and nine months ended September 30, 2022 were short-term lease costs of $4,814 and $14,441, respectively. The following table sets forth additional information pertaining to our leases:

 

For the nine months ending September 30, 2022:    
Operating cash flows from operating leases  $318,030 
Weighted average remaining lease term – operating leases   4.7 years 
Weighted average discount rate – operating leases   6.99%

 

Because these leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

 

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12. Stockholders’ Equity

 

Common Stock

 

As of September 30, 2022, 4,073,757 shares of common stock were issued and outstanding, 255,958 shares of common stock were reserved for issuance upon the exercise of outstanding warrants, and 497,330 shares of common stock were reserved for issuance under our 2015 Equity Incentive Plan, as amended (the “2015 Plan”).

 

Private Placement 2022

 

On April 1, 2022, we entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which we issued and sold (i) 1,242,588 shares of the Company’s Common Stock, at a price of $4.62 per share, for aggregate gross proceeds of $5,740,756 and (ii) $2,964,500 in 12% Subordinated Notes, for aggregate gross proceeds of $8,705,256 for the combined private placement. We used a portion of the net proceeds of the offering to finance the acquisition of Yellow Folder, and intend to use the remaining net proceeds for working capital and general corporate purposes, including potentially debt reduction and other future acquisitions.

 

We retained Taglich Brothers, Inc. as the exclusive placement agent for the private placement. In compensation, we paid the placement agent a cash payment of 8% of the gross proceeds of the offering, along with warrants to purchase shares of Company common stock, an extension of its existing warrants, and reimbursement for the placement agent’s reasonable out of pocket expenses, FINRA filing fees and related legal fees. On April 1, 2022, the Company paid the placement agent cash in the amount of $696,420 and issued the placement agent warrants to purchase 124,258 shares at an exercise price at $4.62 per share, which are exercisable for a period of five years after issuance, contain customary cashless exercise provisions and anti-dilution protection and are entitled to limited piggyback registration rights. In addition, we agreed to extend the expiration date of all currently outstanding warrants previously issued to the placement agent and/or its assignees to March 30, 2027. Debt issuance costs of $165,406 were recorded for the issuance of the April 1, 2022 warrants, utilizing the Black-Scholes valuation model. The fair value of warrants issued was determined to be $3.91. Debt issuance costs of $47,607 were recorded for the extension of the exercise period for existing unexpired warrants to March 30, 2027, utilizing the Black-Scholes valuation model. The fair value of warrants affected was determined to be from $3.30 to $3.97. Underwriting paid-in-capital charges of $492,181 and debt issuance costs of $254,160 was recorded for the placement agent cash fee and other related legal fees. Amortization of the debt issuance costs for this private placement offering was recorded at $38,931 and $77,862, for the three and nine months ended September 30, 2022.

 

Private Placement 2020

 

On March 2, 2020, we sold 955,000 shares of our common stock and certain subordinated notes in a private placement to accredited investors as follows:

 

  875,000 shares of our common stock at a purchase price of $4.00 per share, for aggregate gross proceeds of $3,500,000, and
     
  2,000 units at a purchase price of $1,000 per unit, with each unit consisting of $1,000 in 12% Subordinated Notes and 40 shares of our common stock, for aggregate gross proceeds of $2,000,000.

 

In connection with the private placement offering, we paid the placement agent $440,000 in cash, equal to 8% of the gross proceeds of the offering, along with 95,500 warrants to purchase shares of our common stock and reimbursement for the placement agent’s reasonable out of pocket expenses, FINRA filing fees and related legal fees. The warrants are exercisable at an exercise price at $4.00 per share for a period of five years after issuance, contain customary cashless exercise provisions and anti-dilution protection and are entitled to limited piggyback registration rights. Underwriting expense of $236,761 and debt issuance costs of $135,291 were recorded for the issuance of the March 2, 2020 warrants, utilizing the Black-Scholes valuation model. The fair value of warrants issued was determined to be $3.90. Underwriting expense of $307,867 and debt issuance costs of $175,924 was recorded for the placement agent cash fee and other related legal fees. Amortization of the debt issuance costs for this private placement offering was recorded at $25,935 for the three months ended September 30, 2022 and 2021, and at $77,804 for the nine months ended September 30, 2022 and 2021.

 

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Warrants

 

The following sets forth the warrants to purchase our common stock that were outstanding as of September 30, 2022:

 

  Warrants to purchase 3,000 shares of common stock at an exercise price of $15.00 per share exercisable until March 30, 2027, issued to certain 5% stockholders.
     
  Warrants to purchase 17,200 shares of common stock at an exercise price of $12.50 per share exercisable until March 30, 2027, issued to the placement agent in connection with private placements of our convertible promissory notes.
     
  Warrants to purchase 16,000 shares of common stock at an exercise price of $9.00 per share exercisable until March 30, 2027, issued to the placement agent in connection with private placements of our convertible promissory notes.
     
  Warrants to purchase 95,500 shares of common stock at an exercise price of $4.00 per share exercisable until March 30, 2027, issued to the placement agent in connection with private placements of our promissory notes.
     
  Warrants to purchase 124,258 shares of common stock at an exercise price of $4.62 per share exercisable until March 30, 2027, issued to the placement agent in connection with private placements of our promissory notes.

 

Warrants to purchase 124,258 shares of common stock were issued during the nine months ended September 30, 2022 at a fair value determined to be $3.91 per warrant utilizing the Black-Scholes valuation model. The estimated value of the warrants issued during the nine months ended September 30, 2022, as well as the assumptions that were used in calculating such values, were based on estimates at the issuance date in the table below. No warrants were issued during the nine months ended September 30, 2021.

 

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

 

13. Stock-Based Compensation

 

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

 

Restricted Stock

 

On January 6, 2022 and February 15, 2021, we issued 8,097 shares and 12,207 shares, respectively, of restricted common stock to our directors as part of their annual compensation plan. The grants of restricted common stock were made outside the 2015 Plan and were not subject to vesting. Stock compensation of $57,500 was recorded on this issuance of restricted common stock for the nine months ended September 30, 2022 and 2021.

 

Stock Options

 

On April 14, 2022, we granted employees stock options to purchase 220,587 shares at an exercise price of $6.08 per share in accordance with the 2015 Plan, with vesting continuing until 2025. The total fair value of $1,152,470 for these stock options is being recognized over the requisite service period. We did not make any stock option grants during the nine months ended September 30, 2021.

 

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

 

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

 

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A summary of stock option activity during the nine months ended September 30, 2022 and 2021 is as follows:

 

           Weighted-     
       Weighted-   Average     
   Shares   Average   Remaining   Aggregate 
   Under   Exercise   Contractual   Intrinsic 
   Option   Price   Life   Value 
Outstanding at January 1, 2022   144,860   $5.61    8 years   $19,200 
Granted   220,587    6.08           
Outstanding at September 30, 2022   365,447   $5.89    9 years   $19,200 
                     
Exercisable at September 30, 2022   93,085   $6.44    7 years   $19,200 

 

           Weighted-     
       Weighted-   Average     
   Shares   Average   Remaining   Aggregate 
   Under   Exercise   Contractual   Intrinsic 
   Option   Price   Life   Value 
Outstanding at January 1, 2021   145,360   $5.61    9 years   $19,200 
                     
Outstanding at September 30, 2021   145,360   $5.61    8 years   $19,200 
                     
Exercisable at September 30, 2021   81,685   $6.71    8 years   $19,200 

 

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During the three and nine months ended September 30, 2022 and 2021, stock-based compensation for options was $118,999 and $244,951, respectively, and $23,098 and $69,293, respectively.

 

As of September 30, 2022 and December 31, 2021, there was $1,138,139 and $230,620, respectively, of total unrecognized compensation costs related to stock options granted under our stock option agreements. The unrecognized compensation cost is expected to be recognized over a weighted-average period of two years. The total fair value of stock options that vested during the nine months ended September 30, 2022 and 2021 was $91,913 and $92,475, respectively.

 

14. Concentrations

 

Revenues from a limited number of customers have accounted for a substantial percentage of our total revenues. During the three months ended September 30, 2022 and 2021, our largest customer, the State of Michigan, accounted for 37% and 38%, respectively, of our total revenues, and our second largest customer, Rocket Mortgage, accounted for 5% and 7%, respectively, of our total revenues. During the nine months ended September 30, 2022 and 2021, our largest customer, the State of Michigan, accounted for 37% and 44%, respectively, of our total revenues, and our second largest customer, Rocket Mortgage, accounted for 7% and 9%, respectively, of our total revenues.

 

For the three months ended September 30, 2022 and 2021, government contracts represented approximately 49% and 52%, respectively, of our net revenues. For the nine months ended September 30, 2022 and 2021, government contracts represented approximately 52% and 60%, respectively, of our net revenues. A significant portion of our sales to resellers represent ultimate sales to government agencies.

 

As of September 30, 2022, accounts receivable concentrations from our two largest customers were 30% and 10% of our gross accounts receivable, respectively by customer. As of December 31, 2021, accounts receivable concentrations from our two largest customers were 65% and 7% of gross accounts receivable, respectively by customer.

 

15. Certain Relationships and Related Transactions

 

We retained Taglich Brothers, Inc. as the exclusive placement agent for the private placement offering discussed in Note 8 and Note 12. In compensation, the Company paid the placement agent a cash payment of 8% of the gross proceeds of the offering, along with warrants to purchase shares of Company common stock, an extension of its existing warrants, and reimbursement for the placement agent’s reasonable out of pocket expenses, FINRA filing fees and related legal fees. On April 1, 2022, the Company paid the placement agent cash in the amount of $696,420 and issued the placement agent warrants to purchase 124,258 shares at an exercise price at $4.62 per share, which are exercisable for a period of five years after issuance, contain customary cashless exercise provisions and anti-dilution protection and are entitled to limited piggyback registration rights. In addition, we agreed to extend the expiration date of all currently outstanding warrants previously issued to the placement agent and/or its assignees to March 30, 2027.

 

We retained Taglich Brothers, Inc. on an exclusive basis to render financial advisory and investment banking services to us in connection with our acquisition of Yellow Folder. Pursuant to an Engagement Agreement, dated May 1, 2020, we paid Taglich Brothers, Inc. a success fee of $200,000 as a result of the successful completion of the acquisition of Yellow Folder, LLC assets.

 

We did not participate in any related person transactions during the three and nine months ended September 30, 2021.

 

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ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial conditions and results of operations should be read together with our condensed consolidated financial statements and notes thereto included in Part I, Item 1, “Financial Statements,” of this Quarterly Report on Form 10-Q, and with the condensed consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods. Any forward-looking statements in this discussion and analysis should be read in conjunction with the information set forth in “Note Regarding Forward-Looking Statements” elsewhere herein. In this Quarterly Report, we sometimes refer to the three and nine-month periods ended September 30, 2022 as the third quarter 2022 and the nine-month period 2022 respectively, and to the three and nine-month periods ended September 30, 2021 as the third quarter 2021 and the nine-month period 2021.

 

Company Overview

 

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

 

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

 

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

 

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

 

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

 

How We Evaluate our Business Performance and Opportunities

 

There has been no material change during the nine-month period 2022 to the major qualitative and quantitative factors we consider in the evaluation of our operating results as set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — How We Evaluate our Business Performance and Opportunities” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

 

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Recent Developments

 

On September 9, 2022, the Company’s common stock was listed on the NYSE American stock exchange under the symbol “INLX.” Previously, the Company’s common stock was available for quotation on the OTCQB under the same symbol.

 

Financial Impact of Inflation and Lingering Effects of COVID-19

 

We are primarily a service business, and we have been affected by general wage inflation in the markets where our employees reside. To the extent possible, we appropriately price our services to reflect these rising costs, along with rigorous general expense management. For some long-term government contracts, however, we are contractually bound to specific pricing over multi-year periods, which inhibits our ability to completely recover our rising labor costs in the short term, particularly in our Document Conversion segment. In addition, wage inflation has also led to a slow-down in our ability to recruit and hire new employees. In 2022, we have experienced more staffing positions remaining open for longer periods, which directly affects our ability to generate revenue, again, especially in our Document Conversion segment. Inflation with respect to the costs of goods and raw materials has had a much smaller effect on our business, although our Document Conversion segment has seen an increase in the costs of its transportation services.

 

While the general effects of COVID-19 in the United States appear to be abating, we are still experiencing some lingering effects. We continue to experience staffing absences due to new COVID-19 infections, which directly affects our revenue production in our Document Conversion segment. The State of Michigan, our largest customer, has yet to return a majority of its agencies and departments to on-site work, resulting in a continuing decreased volume of work orders for our Document Conversion segment. In particular, we experienced slow-downs in workflow and corresponding revenues during the fourth quarter of 2021 and first quarter 2022 due to the Omicron variant outbreak. Looking ahead, the ongoing impact of COVID-19 on our business continues to evolve and be unpredictable. Our business, financial condition and results of operations could be affected by future outbreaks of COVID-19 generally or in our facilities or among our customers. To address the potential impact to our business, we have engaged, and continue to assess and engage, in aggressive efforts to reduce expenses and preserve cash flow in order to address the effects of COVID-19 on our business, operations and results. At the same time, we believe COVID-19 has accelerated digital transformation, particularly among governmental customers, and we remain focused on innovating and investing in the services we offer to our customers. Accordingly, the ongoing impact of COVID-19 and the extent of these measures we may implement have and are likely to continue to have a material impact on our financial results.

 

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

 

Our operating results have fluctuated significantly in the past and are expected to continue to fluctuate in the future due to a variety of factors, in addition to inflation and COVID-19, that are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Uncertainties, Trends, and Risks that can cause Fluctuations in our Operating Results” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Due to all these factors and the other risks discussed in Part II, Item 1 of this Quarterly Report, and Part I, Item IA, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, our past results of operations should not be relied upon as an indication of our future performance. Comparisons of our operating results with prior periods is not necessarily meaningful or indicative of future performance.

 

Executive Overview of Results

 

The biggest factors in the changes in our results of operations during the third quarter 2022 compared to the third quarter 2021, and the nine-month period 2022 compared to the nine-month period 2021 was our acquisition of Yellow Folder on April 1, 2022. Our results for the third quarter 2022 include the results of Yellow Folder operations for the full period, while our nine-month period 2022 results exclude the first quarter results of Yellow Folder operations. Our 2021 results do not include Yellow Folder operations. Without Yellow Folder, revenues were down $141,591, or 21%, primarily in professional services in our Document Conversion segment, due to lingering challenges in hiring. This shortfall in professional services was partially offset by continued strength in software as a service, which, excluding Yellow Folder, grew 42% year over year for the nine-month period 2022.

 

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Below are our key financial results for the third quarter 2022 (consolidated unless otherwise noted):

 

  Revenues were $3,859,627, representing revenue growth of 22% year over year.
     
  Cost of revenues was $1,353,442, an increase of 8% year over year.
     
  Operating expenses (excluding cost of revenues) were $2,048,182, an increase of 36% year over year.
     
  Income from operations was $458,003, compared to $409,467 in third quarter 2021.
     
  Net income was $217,536 with basic and fully diluted net income per share of $0.05, compared to net income was $296,437 in third quarter 2021.

 

  Third quarter 2022 included $28,494 of earnout fair value adjustments, compared to $0 for 2021.

 

  Cash provide by operations was $1,852,085, compared to cash provided by operations of $821,129 in third quarter 2021.
     
  Capital expenditures were $188,687, compared to $132,513 in third quarter 2021.

 

Below are our key financial results for the nine-month period 2022 (consolidated unless otherwise noted):

 

  Revenues were $9,978,782, representing revenue growth of 14% year over year.
     
  Cost of revenues was $3,651,742, an increase of 8% year over year.
     
  Operating expenses (excluding cost of revenues) were $5,910,261, an increase of 31% year over year.
     
  Income from operations was $416,779, compared to $825,918 for the nine-month period 2021.
     
  Net loss was $176,757 with basic and diluted net loss per share of $0.05, compared to net income of $1,331,656 for the nine-month period 2021.

 

  2021 included other income of $845,083 for forgiveness of the PPP loan and interest.
  Nine-month period 2022 included $355,281 of transaction costs.
  Nine-month period 2022 included $144,999 of earnout fair value adjustments, compared to $77,211 for 2021.

 

  Net cash provided by operating activities was $1,924,734, compared to $1,408,249 for the nine-month period 2021.
     
  Capital expenditures were $458,051, compared to $532,151 for the nine-month period 2021.
     
  As of September 30, 2022, we had 132 employees, including 14 part-time employees, compared to 135 employees, including 9 part-time employees, as of September 30, 2021.

 

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Reportable Segments

 

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

 

Results of Operations

 

Revenues

 

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

 

   For the three months ended
September 30,
   For the nine months ended
September 30,
 
   2022   2021   2022   2021 
Revenues by segment                    
Document Management  $1,693,128   $792,548   $4,180,931   $2,319,370 
Document Conversion   2,166,499    2,378,814    5,797,851    6,396,857 
Total revenues  $3,859,627   $3,171,362   $9,978,782   $8,716,227 
                     
Gross profit by segment                    
Document Management  $1,294,263   $673,237   $3,488,947   $1,898,799 
Document Conversion   894,755    1,242,484    2,838,093    3,435,893 
Total gross profit  $2,189,018   $1,915,721   $6,327,040   $5,334,692 

 

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

 

   For the three months ended
September 30,
   For the nine months ended
September 30,
 
   2022   2021   2022   2021 
                 
Revenues:                    
Sale of software  $18,390   $58,779   $93,986   $73,971 
Software as a service   1,211,407    352,192    2,801,084    1,052,072 
Software maintenance services   352,892    336,732    1,033,375    1,012,251 
Professional services   2,007,613    2,165,030    5,221,326    5,715,273 
Storage and retrieval services   269,325    258,629    829,011    862,660 
Total revenues  $3,859,627   $3,171,362   $9,978,782   $8,716,227 

 

Our total revenues in the third quarter 2022 increased by 688,265, or 22%, over our third quarter 2021 revenues, driven primarily by the acquisition of Yellow Folder. Yellow Folder added $829,856 revenue for the third quarter 2022. The remaining net decrease in total revenues for the third quarter is attributable to weakness in professional services and storage and retrieval, partially offset by strong growth in software as a service, as further described below. The increase in total revenues for the nine-month period September 30, 2022 is driven by the same factors, plus a further partial offset from growth in sales of software.

 

Sale of Software Revenues

 

Revenues from the sale of software principally consist of sales of additional or upgraded software licenses and applications to existing customers and resellers. Yellow Folder does not earn revenue in this category. Revenues from the sale of software, which are reported as part of our Document Management segment, decreased by $40,389, or 69%, the third quarter 2022 compared to the third quarter 2021, and increased by $20,015, or 27% during the nine-month period 2022 compared to the nine-month period 2021.

 

These period over period changes are due to timing of direct sales projects compared to the same periods in 2021. We expect the volatility of this revenue line item to continue as the frequency of on-premise software solution sales decreases over time and project timing is unpredictable.

 

Software as a Service Revenues

 

We provide access to our software solutions as a service, accessible through the internet. Our customers typically enter into our software as a service agreement for periods of one year or more. Under these agreements, we generally provide access to the applicable software, data storage and related customer assistance and support. Revenues from the sale of software as a service, which are reported as part of our Document Management segment, increased by $859,215, or 244%, in the third quarter 2022 compared to the third quarter 2021 and increased by $1,749,012, or 166% in the nine-month period 2022 compared to the nine-month period 2021. This increase was primarily the result of the Yellow Folder acquisition, which contributed $1,391,295, or 80% of the increase, augmenting the underlying new cloud-based solution sales, as well as expanded data storage, user seats, and hosting fees for existing customers. Excluding Yellow Folder, software as a service sales grew 34% in the nine-month period 2022 compared to the nine-month period 2021.

 

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Software Maintenance Services Revenues

 

Software maintenance services revenues consist of fees for post-contract customer support services provided to license (premise-based) holders through support and maintenance agreements. These agreements allow our customers to receive technical support, enhancements and upgrades to new versions of our software products when and if available. A substantial portion of these revenues were generated from renewals of maintenance agreements, which typically run on a year-to-year basis. Yellow Folder does not earn revenue in this category. Revenues from the sale of software maintenance services, which are reported as part of our Document Management segment, increased by $16,160, or 5%, in the third quarter 2022 compared to the third quarter 2021 and increased by $21,124, or 2%, in the nine-month period 2022 compared to the nine-month period 2021. This small increase in these revenues in 2022 compared to the 2021 was driven by expansion of services with existing customers and price increases being partially offset by normal attrition and certain customers migrating their premise solution to our cloud solution, resulting maintenance and support agreements decreasing and software as a service increasing.

 

Professional Services Revenues

 

Professional services revenues consist of revenues from document scanning and conversion services, consulting, discovery, training, and advisory services to assist customers with document management needs, as well as repair and maintenance services for customer equipment. These revenues include arrangements that do not involve the sale of software. Of our professional services revenues during the third quarter 2022 and nine-month period 2022, $1,954,034 and $5,079,802, respectively, were derived from our Document Conversion operations and $53,579 and $141,525, respectively, were derived from our Document Management operations. Our overall professional services revenues decreased by $157,417, or 7%, in the third quarter 2022 compared to the third quarter 2021 and decreased by $493,947, or 9%, in the nine-month period 2022 compared to the nine-month period 2021. This decrease is primarily the result initial COVID impacts to customers and staff in our Document Conversion segment in the first quarter 2022, and in the nine-month period 2022 our challenges hiring staff to ramp up production and fulfill the large backlog of project work. The decrease was exacerbated by an unfavorable mix of project work during 2022 to date, relative to 2021. The decrease was partially offset by the contribution of $157,290 revenue from Yellow Folder for the nine-month period 2022.

 

Storage and Retrieval Services Revenues

 

We provide document storage and retrieval services to customers, primarily in Michigan. Revenues from storage and retrieval services, which are reported as part of our Document Conversion segment, increased by $10,696, or 4%, in the third quarter 2022 compared to the third quarter 2021 and decreased by $33,649, or 4%, during the nine-month period 2022 compared to the nine-month period 2021. This decrease was the result of a significant reduction in volume of work from our largest storage and retrieval customer, Rocket Mortgage, due to the significant slowdown in the home mortgage and refinancing industry, as well as unusually high project work in 2021 including shredding of documents approved for destruction. Revenue contributed from the Yellow Folder acquisition partially offset the decrease by $71,639.

 

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Costs of Revenues and Gross Profits

 

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

 

   For the three months ended
September 30,
   For the nine months ended
September 30,
 
   2022   2021   2022   2021 
Cost of revenues by segment                    
Document Management  $265,432   $119,311   $691,984   $420,571 
Document Conversion   1,088,010    1,136,330    2,959,758    2,960,964 
Total cost of revenues  $1,353,442   $1,255,641   $3,651,742   $3,381,535 

 

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

 

   For the three months ended
September 30,
   For the nine months ended
September 30,
 
   2022   2021   2022   2021 
                 
Cost of revenues:                    
Sale of software  $10,647   $3,691   $44,232   $10,050 
Software as a service   207,502    73,596    489,939    241,717 
Software maintenance services   19,024    18,270    56,509    64,930 
Professional services   1,028,074    1,042,249    2,794,783    2,765,241 
Storage and retrieval services   88,195    117,835    266,279    299,597 
Total cost of revenues  $1,353,442   $1,255,641   $3,651,742   $3,381,535 

 

Our total cost of revenues during the third quarter 2022 increased by $97,801, or 8%, over third quarter 2021 and increased by $270,207, or 8%, during the nine-month period 2022 over the nine-month period 2021. Our cost of revenues for our Document Management segment increased by $146,121, or 122%, in the third quarter 2022 compared to the third quarter 2021 and increased $271,413, or 65%, in the nine-month period 2022 compared to the nine-month period 2021 primarily due to the impact of Yellow Folder in that segment. Our cost of revenues for our Document Conversion segment decreased by $48,320, or 4%, in the third quarter 2022 compared to the third quarter 2021 and decreased by $1,206, or 0%, during the nine-month period 2022 compared to the nine-month period 2021 primarily due to the COVID impact and staffing challenges at Graphic Sciences, including staffing up in the second and third quarter 2022, where costs did not decrease at the same rate as revenues.

 

Our overall gross profit increased to 65% in the third quarter 2022 from 60% in the third quarter 2021, and increased to 63% for the nine-month period 2022 from 61% in the nine-month period 2021. The increase in the mix of software as a service revenue was the principal driver of the increase, due to the addition of Yellow Folder and overall strong margins in the Document Management segment, partially offset by margin erosion in the Document Conversion segment, driven by unfavorable lower-margin project work relative to 2021 and inflationary pressures.

 

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Cost of Software Revenues

 

Cost of software revenues consists primarily of labor costs of our software engineers and implementation consultants and third-party software licenses that are sold in connection with our core software applications. Cost of software revenues during the third quarter 2022 increased by $6,956, or 188%, from the third quarter 2021, and increased by $34,182, or 340%, from the nine-month period 2021, due to the increase in revenues and implementations. Our gross margin for software revenues decreased to 42% from 94% in the third quarter 2021 and decreased to 53% from 86% the nine-month period 2021. The decrease in margin percent in the third quarter 2022 was driven by unfavorable comparison to a significant margin project in the third quarter 2021, and it was exacerbated by larger percentage swings on small dollar values. Yellow Folder had no impact to this category.

 

Cost of Software as a Service

 

Cost of software as a service, or SaaS, consists primarily of technical support personnel, hosting services, and related costs. Cost of software as a service during the third quarter 2022 increased by $133,906, or 182%, over the third quarter 2021 and increased by $248,222, or 103%, during the nine-month period 2022 over the nine-month period 2021. This increase in the cost of SaaS was less than the increase in associated SaaS revenues, so our gross margin in the third quarter 2022 increased to 83% compared to 79% in the third quarter 2021 and to 83% in the nine-month period 2022 compared to 77% during the nine-month period 2021, as a result of strong margins with and without Yellow Folder, which contributed 86% gross margin.

 

Cost of Software Maintenance Services

 

Cost of software maintenance services consists primarily of technical support personnel and related costs. Cost of software maintenance services during the third quarter 2022 decreased by $754, or 4%, over the third quarter 2021 and decreased by $8,421, or 13%, in the nine-month period 2022 over the nine-month period 2021, due primarily to stable support call activity. As a result, our gross margin for software maintenance services increased to 95% in both the third quarter 2022 and the nine-month period 2022 compared to 95% in the third quarter 2021 and 94% in the nine-month period 2021, respectively.

 

Cost of Professional Services

 

Cost of professional services consists primarily of compensation for employees performing the document conversion services, compensation of our software engineers and implementation consultants and related third-party costs. Cost of professional services during the third quarter 2022 increased by $7,430, or 1%, over the third quarter 2021 and increased in the nine-month period 2022 by $51,147, or 2%, over the nine-month period 2021, primarily due to an unfavorable mix of lower-margin projects combined with the staffing challenges in our Document Conversion segment, driven by inflationary pressures. As a result, our gross margins professional services decreased to 48% in the third quarter 2022 compared to 52% in the third quarter 2021 and decreased to 46% during the nine-month period 2022 compared to 52% in the nine-month period 2021. Gross margins related to consulting services may vary widely, depending upon the nature of the consulting project and the amount of labor it takes to complete a project. Yellow Folder partially offset the overall margin erosion with $61,176 costs in the nine-month period 2022 at 61% margin.

 

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Cost of Storage and Retrieval Services

 

Cost of storage and retrieval services consists primarily of compensation for employees performing the document storage and retrieval services, including logistics, provided primarily by our Michigan operations and to a much lesser extent, Yellow Folder. Cost of storage and retrieval services decreased by $29,640, or 25%, in the third quarter 2022 compared to the third quarter 2021, and decreased by $33,318, or 11%, during the nine-month period 2022 compared to the nine-month period 2021. The decrease was due to additional labor costs in 2021 associated with our 2021 warehouse consolidation, partially offset by general wage inflation, as well as costs decreasing in proportion to revenue project volume. Gross margins for our storage and retrieval services, which exclude the cost of facilities rental, maintenance, and related overheads, increased to 67% in the third quarter 2022 compared to 54% in the third quarter 2021 and increased to 68% during nine-month period 2022 compared to 65% in the nine-month period 2021. Yellow Folder did not have a material impact, contributing costs of $18,287, or 7% of the cost in the third quarter 2022.

 

Operating Expenses

 

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

 

   For the three months ended
September 30,
   For the nine months ended
September 30,
 
   2022   2021   2022   2021 
                 
Operating expenses:                    
General and administrative  $1,333,285   $1,027,932   $3,532,672   $3,125,019 
Change in fair value of earnout liabilities   28,494    -    144,999    77,211 
Transaction costs   -    -    355,281    - 
Sales and marketing   492,540    372,399    1,374,059    1,004,305 
Depreciation and amortization   193,863    105,923    503,250    302,239 
                     
Total operating expenses  $2,048,182   $1,506,254   $5,910,261   $4,508,774 

 

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General and Administrative Expenses

 

General and administrative expenses during the third quarter 2022 increased by $305,353, or 30%, over the third quarter 2021, and increased in the nine-month period 2022 by $407,653, or 13%, over the nine-month period 2021, principally related to the addition of Yellow Folder expenses in the second and third quarters 2022. This was primarily reflected in our Document Management segment, in which our general and administrative expenses increased to $774,951 and $1,852,296 in the third quarter 2022 and the nine-month period 2022, respectively, from $387,042 and $1,243,773 in the third quarter 2021 and the nine-month period 2021, respectively. In our Document Conversion segment, our general and administrative expenses decreased to $558,334 in the third quarter 2022 compared to $640,890 in the third quarter 2021, and decreased to $1,680,376 in the nine-month period 2022 compared to $1,881,246 in the nine-month period 2021.

 

Change in Fair Value of Earnout Liabilities

 

Fair value adjustments amounted to $28,494 in the third quarter 2022 and $144,999 for the nine-month period 2022. The fair value adjustments were driven by updated assumptions to reflect the improved performance of both acquisitions against their threshold targets, a reduction of pandemic-related uncertainty, and the decreasing impact of time value of money. For the nine-month period 2021, a total adjustment of $77,211 was derived from improved gross margin performance at Graphic Science during the first quarter 2021, which resulted in an adjustment to fair value of earnout liabilities of $69,950, plus improved revenue performance at CEO Image during the nine-month period 2021, which resulted in an adjustment to fair value of earnout liabilities of $7,261.

 

Transaction Expenses

 

The transactions expenses during the nine-month period 2022 were comprised of investment banker success fees, as well as legal and consulting fees, in connection with our acquisition of Yellow Folder and related fundraising activities. There were no transaction expenses during the nine-month period 2021.

 

Sales and Marketing Expenses

 

Sales and marketing expenses during the third quarter 2022 increased by $120,141, or 32%, over the third quarter 2021 and increased by $369,754, or 37%, during the nine-month period 2022 over the nine-month period 2021. This increase was primarily driven by the inclusion of the sales and marketing expenses Yellow Folder during the second third quarter 2022, as well as adding two sales representatives.

 

Depreciation and Amortization

 

Depreciation and amortization during the third quarter 2022 increased by $87,940, or 83%, over the third quarter 2021 and increased by $201,011, or 67%, during the nine-month period 2022 over the nine-month period 2021 as a result of amortization of new intangible assets related to the Yellow Folder acquisition. The incremental amortization amounted to $73,458 in the second quarter and $146,917 in the nine-month period 2022. Depreciation on the new Yellow Folder assets acquired was a much smaller impact, at $8,687 for the same periods relative to 2021.

 

Other Items of Income and Expense

 

Gain on Extinguishment of Debt

 

The $845,083 gain on extinguishment of debt during the nine-month period 2021 reflects the full forgiveness of the principal and interest on our PPP Note by the SBA in January 2021.

 

Interest Expense, Net