UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Quarterly Period Ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________________to _________________________
Commission
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(I.R.S. Employer Identification No.) |
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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
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Indicate
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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) | ☐ | |
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As of May 11, 2023, there were shares of the issuer’s common stock outstanding, each with a par value of $0.001 per share.
INTELLINETICS, INC.
Form 10-Q
March 31, 2023
TABLE OF CONTENTS
| 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 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, economic downturn, 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 prospects, including our future business, revenues, recurring 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; | |
| ● | 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; | |
| ● | 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. |
| 3 |
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, 2022, filed on March 27, 2023, 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) | ||||||||
| March 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Accounts receivable, unbilled | ||||||||
| Parts and supplies, net | ||||||||
| Contract assets | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right of use assets, operating | ||||||||
| Right of use asset, finance | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation | ||||||||
| Accrued expenses | ||||||||
| Lease liabilities, operating - current | ||||||||
| Lease liability, finance - current | ||||||||
| Deferred revenues | ||||||||
| Earnout liabilities - current | ||||||||
| Notes payable - current | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Notes payable - net of current portion | ||||||||
| Notes payable - related party | ||||||||
| Lease liabilities, operating - net of current portion | ||||||||
| Lease liability, finance - net of current portion | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding at March 31, 2023 and December 31, 2022 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See Notes to these condensed consolidated financial statements
| 5 |
INTELLINETICS, INC. and SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Revenues: | ||||||||
| Sale of software | $ | $ | ||||||
| Software as a service | ||||||||
| Software maintenance services | ||||||||
| Professional services | ||||||||
| Storage and retrieval services | ||||||||
| Total revenues | ||||||||
| Cost of revenues: | ||||||||
| Sale of software | ||||||||
| Software as a service | ||||||||
| Software maintenance services | ||||||||
| Professional services | ||||||||
| Storage and retrieval services | ||||||||
| Total cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Change in fair value of earnout liabilities | ||||||||
| Transaction costs | ||||||||
| Sales and marketing | ||||||||
| Depreciation and amortization | ||||||||
| Total operating expenses | ||||||||
| Income from operations | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Basic net income (loss) per share: | $ | $ | ( | ) | ||||
| Diluted net income per (loss) share: | $ | $ | ( | ) | ||||
| Weighted average number of common shares outstanding - basic | ||||||||
| Weighted average number of common shares outstanding - diluted | ||||||||
See Notes to these condensed consolidated financial statements
| 6 |
INTELLINETICS, INC. and SUBSIDIARIES
Condensed Consolidated Statement of Stockholders’ Equity
For the Three Months Ended March 31, 2023 and 2022
(unaudited)
| Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock Issued to Directors | ||||||||||||||||||||
| Stock Option Compensation | - | |||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock Option Compensation | - | |||||||||||||||||||
| Net Income | - | |||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| 7 |
INTELLINETICS, INC. and SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in / provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Bad debt expense (recovery) | ( | ) | ||||||
| Amortization of deferred financing costs | ||||||||
| Amortization of debt discount | ||||||||
| Amortization of right of use asset, financing | ||||||||
| Stock issued for services | ||||||||
| Stock option compensation | ||||||||
| Change in fair value of earnout liabilities | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Accounts receivable, unbilled | ( | ) | ( | ) | ||||
| Parts and supplies | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Operating lease assets and liabilities, net | ||||||||
| Deferred compensation | ( | ) | ||||||
| Deferred revenues | ( | ) | ( | ) | ||||
| Total adjustments | ( | ) | ||||||
| Net cash used in / provided by operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Capitalization of internal use software | ( | ) | ( | ) | ||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Payment of earnout liabilities | ( | ) | ||||||
| Principal payments on financing lease liability | ( | ) | ||||||
| Repayment of notes payable | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ||||||
| Net (decrease) increase in cash | ( | ) | ||||||
| Cash - beginning of period | ||||||||
| Cash - end of period | $ | $ | ||||||
| $ | 2,172,758 | |||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
| Cash paid during the period for income taxes | $ | $ | ||||||
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, 2023 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, 2022 filed with the SEC filed on March 27, 2023.
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
| 9 |
Concentrations of Credit Risk
We maintain our cash with high credit quality financial institutions. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit.
We do not generally require collateral or other security
to support customer receivables; however, we may require customers to provide retainers, up-front deposits or irrevocable letters-of-credit
when considered necessary to mitigate credit risks. We have established an allowance for credit losses based upon facts surrounding the
credit risk of specific customers and expected future collections. Credit losses have been within management’s expectations. At
March 31, 2023 and December 31, 2022, our allowance for credit losses was $
Revenue Recognition
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. More detail regarding each category of revenue is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC filed on March 27, 2023.
Contract balances
The following tables present changes in our contract assets during the three months ended March 31, 2023 and 2022:
Balance at Beginning of Period | Billings | Payments Received | Balance at End of Period | |||||||||||||
| Three months ended March 31, 2023 | ||||||||||||||||
| Accounts receivable | $ | $ | $ | ( | ) | $ | ||||||||||
| Three months ended March 31, 2022 | ||||||||||||||||
| Accounts receivable | $ | $ | $ | ( | ) | $ | ||||||||||
Balance at Beginning of Period | Revenue Recognized in Advance of Billings | Billings | Balance at End of Period | |||||||||||||
| Three months ended March 31, 2023 | ||||||||||||||||
| Accounts receivable, unbilled | $ | $ | $ | ( | ) | $ | ||||||||||
| Three months ended March 31, 2022 | ||||||||||||||||
| Accounts receivable, unbilled | $ | $ | $ | ( | ) | $ | ||||||||||
Balance at Beginning of Period | Commissions Paid | Commissions Recognized | Balance at End of Period | |||||||||||||
| Three months ended March 31, 2023 | ||||||||||||||||
| Other contract assets | $ | $ | $ | ( | ) | $ | ||||||||||
| Three months ended March 31, 2022 | ||||||||||||||||
| Other contract assets | $ | $ | $ | ( | ) | $ | ||||||||||
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
| Balance at Beginning of Period | Billings | Recognized Revenue | Balance at End of Period | |||||||||||||
| Three months ended March 31, 2023 | ||||||||||||||||
| Contract liabilities: deferred revenue | $ | $ | $ | ( | ) | $ | ||||||||||
| Three months ended March 31, 2022 | ||||||||||||||||
| Contract liabilities: deferred revenue | $ | $ | $ | ( | ) | $ | ||||||||||
| 11 |
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.
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 $
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 March 31, 2023 and December 31, 2022, our condensed consolidated balance sheets included
$
For
the three months ended March 31, 2023 and 2022, our expensed software development costs were $
| 12 |
Recently Issued Accounting Pronouncements
In
June 2016, the FASB issued ASU No. 2016-13 “Credit Losses - Measurement of Credit Losses on Financial Instruments.” ASU No.
2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts receivable and held-to-maturity
marketable securities, by replacing today’s “incurred loss” approach with an “expected loss” model under
which allowances will be recognized based on expected rather than incurred losses. ASU No. 2016-13 became effective for us in the first
quarter of 2023. The adoption of ASU No. 2016-13 resulted in a reduction in the allowance for doubtful accounts of $
Advertising
We
expense the cost of advertising as incurred. Advertising expense for the three months ended March 31, 2023 and 2022 amounted to $
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.
We have outstanding warrants and stock options which have not been included in the calculation of diluted net loss per share for the three months ended March 31, 2023 and 2022 because to do so would be anti-dilutive. For the first quarter 2023, certain options and warrants were in-the-money and others were not. The three months ended March 31, 2023 reported net income, while the three months ended March 31, 2022 reported a net loss. For the first quarter 2022, the numerator and the denominator used in computing both basic and diluted net loss per share 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
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 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.
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 businesses and federal, county, and municipal governments. Solutions are sold both directly to end-users and through a reseller distributor.
| 13 |
Information by operating segment is as follows:
Three months ended March 31, 2023 | Three months ended March 31, 2022 | |||||||
| Revenues | ||||||||
| Document Management | $ | $ | ||||||
| Document Conversion | ||||||||
| Total revenues | $ | $ | ||||||
| Gross profit | ||||||||
| Document Management | $ | $ | ||||||
| Document Conversion | ||||||||
| Total gross profit | $ | $ | ||||||
| Capital additions, net | ||||||||
| Document Management | $ | $ | ||||||
| Document Conversion | ||||||||
| Total capital additions, net | $ | $ | ||||||
| March 31, 2023 | December 31, 2022 | |||||||
| Goodwill | ||||||||
| Document Management | $ | $ | ||||||
| Document Conversion | ||||||||
| Total goodwill | $ | $ | ||||||
| March 31, 2023 | December 31, 2022 | |||||||
| Total assets | ||||||||
| Document Management | $ | $ | ||||||
| Document Conversion | ||||||||
| Total assets | $ | $ | ||||||
Statement of Cash Flows
For purposes of reporting cash flows, cash includes cash on hand and demand deposits held by banks.
Reclassifications
Certain amounts reported in prior filings of the condensed consolidated financial statements have been reclassified to conform to current presentation.
| 14 |
4. Business Acquisitions
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 | $ | |||
| Prepaid expenses | ||||
| Property and equipment | ||||
| Intangible assets (see Note 5) | ||||
| Liabilities assumed: | ||||
| Accounts payable | ||||
| Deferred revenue | ||||
| Total identifiable net assets | ||||
| Purchase price | ||||
| Goodwill - Excess of purchase price over fair value of net assets acquired | $ |
The
purchase price of $
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, 2022.
| For the three months ended | ||||||||
| (unaudited) | (unaudited) | |||||||
| March 31, 2023 | March 31, 2022 | |||||||
| Total revenues | $ | $ | ||||||
| Net income | $ | $ | ||||||
| Basic net income per share | $ | $ | ||||||
| Diluted net income per share | $ | $ | ||||||
The unaudited pro forma condensed 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, 2022.
| 15 |
| For the three months ended | ||||
| March 31, 2023 | ||||
| Yellow Folder: | ||||
| Total revenues | $ | |||
| Net income | $ | |||
5. Intangible Assets, Net
At March 31, 2023, intangible assets consisted of the following:
| Estimated | Accumulated | |||||||||||||
| Useful Life | Costs | Amortization | Net | |||||||||||
| Trade names | $ | $ | ( | ) | $ | |||||||||
| Proprietary technology | ( | ) | ||||||||||||
| Customer relationships | ( | ) | ||||||||||||
| $ | $ | ( | ) | $ | ||||||||||
At December 31, 2022, intangible assets consisted of the following:
| Estimated | Accumulated | |||||||||||||
| Useful Life | Costs | Amortization | Net | |||||||||||
| Trade names | $ | $ | ( | ) | $ | |||||||||
| Proprietary technology | ( | ) | ||||||||||||
| Customer relationships | ( | ) | ||||||||||||
| $ | $ | ( | ) | $ | ||||||||||
| 16 |
Amortization
expense for the three months ended March 31, 2023 and 2022 amounted to $
| For the Twelve Months Ending March 31, | Amount | |||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| $ | ||||
6. Fair Value Measurements
We
paid our final earnout liability in January 2023 and as of March 31, 2023, we have no earnout liabilities remaining. As of December 31,
2022 we had earnout liabilities related to one of our two 2020 acquisitions which were 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 were considered to be Level 3 inputs due
to the lack of relevant market activity and significant management judgment.
The following table provides a summary of the changes in fair value of the earnout liabilities for the three months ended March 31, 2023 and 2022:
| March 31, 2023 | ||||
| Fair value at December 31, 2022 | $ | |||
| Payments | ( | ) | ||
| Fair value at March 31, 2023 | $ | |||
| March 31, 2022 | ||||
| Fair value at December 31, 2021 | $ | |||
| Change in fair value | ||||
| Fair value at March 31, 2022 | $ | |||
The fair values of earnout liabilities amounts owed were recorded in current liabilities in our condensed consolidated balance sheet as of December 31, 2022. 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:
| March 31, 2023 | December 31, 2022 | |||||||
| Computer hardware and purchased software | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Furniture and fixtures | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Total
depreciation expense on our property and equipment for the three months ended March 31, 2023 and 2022 amounted to $
| 17 |
8. Notes Payable
Summary of Notes Payable to Unrelated Parties
The table below summarizes all notes payable at March 31, 2023 and December 31, 2022, respectively with the exception of related party notes disclosed in Note 9 “Notes Payable - Related Parties.”
| March 31, 2023 | December 31, 2022 | |||||||
| 2022 Unrelated Notes | $ | $ | ||||||
| 2020 Notes | ||||||||
| Total notes payable | $ | $ | ||||||
| Less unamortized debt issuance costs | ( | ) | ( | ) | ||||
| Less unamortized debt discount | ( | ) | ( | ) | ||||
| Less current portion, net | ( | ) | ( | ) | ||||
| Long-term portion of notes payable | $ | $ | ||||||
Future minimum principal payments of the Notes Payable to Unrelated Parties are as follows:
| As of March 31, | Amount | |||
| 2024 | $ | |||
| 2025 | ||||
| Total | $ | |||
As
of March 31, 2023 and December 31, 2022, accrued interest for these notes payable with the exception of the related party notes in Note
9, “Notes Payable - Related Parties,” was $
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 months ended March 31, 2023 and 2022 was $
2022 Unrelated Notes
On
April 1, 2022, we sold $
2020 Notes
On
March 2, 2020, we sold units, at an offering price of $ per unit, to accredited investors in a private placement offering,
with each unit consisting of $
| 18 |
9. Notes Payable - Related Parties
Summary of Notes Payable to Related Parties
The table below summarizes all notes payable to related parties at March 31, 2023 and December 31, 2022:
| March 31, 2023 | December 31, 2022 | |||||||
| Notes payable – “2022 Related Note” | $ | $ | ||||||
| Less unamortized debt issuance costs | ( | ) | ( | ) | ||||
| Long-term portion of notes payable | $ | $ | ||||||
Future minimum principal payments of the 2022 Notes to related parties are as follows:
| As of March 31, | Amount | |||
| 2025 | $ | |||
| Total | $ | |||
As
of March 31, 2023 and December 31, 2022, accrued interest for these notes payable – related parties were $
With
respect to all notes payable – related parties outstanding, interest expense, including the amortization of debt issuance costs,
for the three months ended March 31, 2023 and 2022 and was $
2022 Related Note
On
April 1, 2022, we issued a 12% Subordinated Note with a principal amount of $
10. Deferred Compensation
Pursuant
to an employment agreement, we had accrued incentive cash compensation for one of our founders which was fully paid as of December 31,
2022. During the three months ended March 31, 2022, we paid $
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.
| 19 |
Operating Leases
On
January 1, 2010, we entered into an agreement to lease
We
lease
We
also lease a separate
We
lease office space in Traverse City, Michigan for Document Conversion production. The monthly rental payment is $
We
also lease and use vehicles for logistics pertaining to our Document Conversion segment, primarily pickup and delivery of client materials,
including storage and retrieval operations. The monthly rental payments for these vehicles total $
We
also lease and use an additional temporary office space in Madison Heights for our Document Conversion operations, with a monthly rental
payment of $
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 our leases:
| For the twelve months ending March 31, | Finance Lease | Operating Leases | ||||||
| 2024 | $ | $ | ||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Thereafter | ||||||||
| $ | $ | |||||||
The following table summarizes the components of lease expense:
| For the three months ending March 31, | 2023 | 2022 | ||||||
| Finance lease expense: | ||||||||
| Amortization of ROU asset | $ | $ | ||||||
| Interest on lease liabilities | ||||||||
| Operating lease expense | ||||||||
| Short-term lease expense | ||||||||
The following tables set forth additional information pertaining to our leases:
| For the three months ending March 31, | 2023 | 2022 | ||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Financing cash flows from finance lease (interest) | $ | $ | ||||||
| Financing cash flows from finance lease (principal) | ||||||||
| Operating cash flows from operating leases | ||||||||
| Weighted average remaining lease term – finance lease | - | |||||||
| Weighted average remaining lease term – operating leases | ||||||||
| Discount rate – finance lease | % | |||||||
| Weighted average discount rate – operating leases | % | % | ||||||
March 31, 2023 | December 31, 2022 | |||||||
| Operating leases: | ||||||||
| Right-of-use assets, operating | $ | $ | ||||||
| Lease liabilities, operating – current | ||||||||
| Lease liabilities, operating – net of current | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
| Finance leases: | ||||||||
| Right-of-use asset, finance | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Right-of-use asset, finance, net | $ | $ | ||||||
| Lease liability, finance – current | $ | $ | ||||||
| Lease liability, finance – net of current | ||||||||
| Total finance lease liability | $ | $ | ||||||
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12. Stockholders’ Equity
Common Stock
As of March 31, 2023, shares of common stock were issued and outstanding, shares of common stock were reserved for issuance upon the exercise of outstanding warrants, and 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) shares of the Company’s Common Stock, at a price of $ per share,
for aggregate gross proceeds of $
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
Private Placement 2020
On March 2, 2020, we sold shares of our common stock and certain subordinated notes in a private placement to accredited investors as follows:
| ● |
shares of our common stock at a purchase price of $ per share, for aggregate gross proceeds of $ | |
| ● |
units at a purchase price of $ per unit, with each unit consisting of $ |
In
connection with the private placement offering, we paid the placement agent $
Warrants
The following sets forth the warrants to purchase our common stock that were outstanding as of March 31, 2023:
| ● | Warrants
to purchase | |
| ● | Warrants
to purchase | |
| ● | Warrants
to purchase | |
| ● | Warrants
to purchase | |
| ● | Warrants
to purchase |
No warrants were issued during the three months ended March 31, 2023 or 2022.
| 21 |
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, we issued shares 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 $ was recorded on the issuance of the common stock for the three months ended March 31, 2022.
Stock Options
We did not make any stock option grants during the three months ended March 31, 2023 or 2022.
| Weighted- | ||||||||||||||||
| Weighted- | Average | |||||||||||||||
| Shares | Average | Remaining | Aggregate | |||||||||||||
| Under | Exercise | Contractual | Intrinsic | |||||||||||||
| Option | Price | Life | Value | |||||||||||||
| Outstanding at January 1, 2023 | $ | years | $ | |||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Outstanding at March 31, 2023 | $ | years | $ | |||||||||||||
| Exercisable at March 31, 2023 | $ | years | $ | |||||||||||||
| 22 |
| Weighted- | ||||||||||||||||
| Weighted- | Average | |||||||||||||||
| Shares | Average | Remaining | Aggregate | |||||||||||||
| Under | Exercise | Contractual | Intrinsic | |||||||||||||
| Option | Price | Life | Value | |||||||||||||
| Outstanding at January 1, 2022 | $ | years | $ | |||||||||||||
| Outstanding at March 31, 2022 | $ | years | $ | |||||||||||||
| Exercisable at March 31, 2022 | $ | years | $ | |||||||||||||
During the three months ended March 31, 2023 and 2022, stock-based compensation for options was $ and $, respectively.
As of March 31, 2023 and December 31, 2022, there was $ and $, 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 . The total fair value of stock options that vested during the three months ended March 31, 2023 and 2022 was $.
14. Concentrations
Revenues
from a limited number of customers have accounted for a substantial percentage of our total revenues. During the three months ended March
31, 2023 and 2022, our largest customer, the State of Michigan, accounted for
For
the three months ended March 31, 2023 and 2022, government contracts, including K-12 education, represented approximately
As
of March 31, 2023, accounts receivable concentrations from our two largest customers were
| 23 |
| 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, 2022. 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 month period ended March 31, 2023 as the first quarter 2023, and to the three month period ended March 31, 2022 as the first quarter 2022.
Company Overview
We are a document services and software solutions company serving both the small-to-medium business and governmental sectors with their digital transformation and process automation initiatives. On April 1, 2022, we made a significant business acquisition 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 Item 1, Part I of this Quarterly Report.
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, 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 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.
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, Expedient, and Evocative, 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 first quarter 2023 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, 2022.
| 24 |
Executive Overview of Results
The biggest factor in the changes in our results of operations during the first quarter 2023 compared to 2022 was our acquisition of Yellow Folder on April 1, 2022. Our results for the first quarter 2023 include the results of Yellow Folder operations for the three quarters. Our first quarter 2022 results do not include Yellow Folder operations. Without Yellow Folder, revenues were up $608,759, or 23%, primarily driven by renewed professional services as well as strength in software as a service, which, excluding Yellow Folder, grew 18% year over year for the first quarter 2023. Our strong professional services and software as a service performance was partially offset by weaknesses in sales of software, which is increasingly inconsistent with reduced sales of on-premise software and lingering softer demand for the transactional portion of our storage and retrieval services from a significant customer in the home mortgage lending industry.
Below are our key financial results for the first quarter 2023 (consolidated unless otherwise noted):
| ● | Revenues were $4,186,833, representing revenue growth of 55% year over year. | |
| ● | Cost of revenues was $1,540,994, an increase of 44% year over year. | |
| ● | Operating expenses (excluding cost of revenues) were $2,361,840, an increase of 53% year over year. | |
| ● | Income from operations was $283,999, an increase of 207% year over year. | |
| ● | Net income was $112,563 with basic and diluted net income per share of $0.03, compared to a net loss of $20,126 with basic and diluted net income per share of ($0.01) in the first quarter 2022. |
| ● | Q1 2022 included $64,204 of change in fair value of earnout liabilities costs and $70,051 of transaction costs. |
| ● | Net cash used in operating activities was $174,357, driven primarily by a $571,788 reduction in deferred revenues, compared to $505,568 provided by operations in the first quarter 2022. | |
| ● | Capital expenditures were $134,569, compared to $85,440 in the first quarter 2022. | |
| ● | As of March 31, 2023, we had 167 employees, including 28 part-time employees, compared to 107 employees as of March 31, 2022. |
Financial Impact of Current Economic Conditions
Our overall performance depends on economic conditions, including the current inflationary environment and the widespread expectation of near-term global recession.
Employee wages, our largest expense, have recently increased due to wage inflation. These increased labor costs have slightly decreased our profit margin over 2022 and into 2023, but we continue to mitigate this by appropriately increasing customer renewal rates whenever we have the contractual ability to do so. More significantly, general wage inflation in the market has resulted in a slower hiring process as we grew our staff during 2022 and 2023, particularly for our Document Conversion segment. These hiring and staffing challenges slow our ability to complete project-based work backlog and reduce our revenue. However, we ended the first quarter 2023 with more staff than 2022, and have continued to hire more staff as of the date of this report. We anticipate that the inflationary effect on our wages has stabilized.
Other volatility, particularly from global supply chain disruptions, has had and are expected to continue to have a minimal impact on us as we consume relatively little in raw materials. A global recession may affect our customers’ and potential customers’ budgets for technology procurement, but as of the date of this report, we have not experienced diminished customer demand due to adverse economic conditions. Absent global economic disruptions, and based on the current trend of our business operations and our continued focus on strategic initiatives to grow our customer base, we believe in the strength of our brand and that our focus on our strategic priorities will deliver consistent growth.
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 economic conditions, 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, 2022. 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, 2022, 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.
| 25 |
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:
| Three months ended March 31, 2023 | Three months ended March 31, 2022 | |||||||
| Revenues | ||||||||
| Document Management | $ | 1,769,483 | $ | 914,950 | ||||
| Document Conversion | 2,417,350 | 1,788,562 | ||||||
| Total revenues | $ | 4,186,833 | $ | 2,703,512 | ||||
| Gross profit | ||||||||
| Document Management | $ | 1,483,108 | $ | 734,906 | ||||
| Document Conversion | 1,162,731 | 896,931 | ||||||
| Total gross profit | $ | 2,645,839 | $ | 1,631,837 | ||||
The following table sets forth our revenues by revenue source for the periods indicated:
| Three months ended March 31, 2023 | Three months ended March 31, 2022 | |||||||
| Revenues by revenue source | ||||||||
| Sale of software | $ | 15,293 | $ | 64,491 | ||||
| Software as a service | 1,238,432 | 431,221 | ||||||
| Software maintenance services | 349,542 | 336,602 | ||||||
| Professional services | 2,299,289 | 1,587,948 | ||||||
| Storage and retrieval services | 284,277 | 283,250 | ||||||
| Total revenues | $ | 4,186,833 | $ | 2,703,512 | ||||
Our total revenues in the first quarter 2023 increased by $1,483,321, or 55%, over our first quarter 2022 revenues, driven primarily by the acquisition of Yellow Folder. Yellow Folder added $874,562 revenue for the first quarter 2023. The remaining net increase of 23% was primarily driven by renewed professional services as well as strength in software as a service, which, excluding Yellow Folder, grew 18% year over year for the first quarter 2023. Our strong professional services and software as a service performance was partially offset by weaknesses in sales of software, which is increasingly inconsistent with reduced sales of on-premise software and lingering softer demand for the transactional portion of our storage and retrieval services from a significant customer in the home mortgage lending industry.
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 $49,198, or 76% during the first quarter 2023 compared to 2022.
These period over period changes are due to the timing of direct sales projects compared to the same periods in 2022. 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