FIREFLY NEUROSCIENCE, INC. 10-Q

Item 1. Financial Statements WAVEDANCER, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, 2024 December 31, 2023 ASSETS Current assets Cash and cash equivalents $ 563,324 $ 681,995 Accounts receivable 776,025 1,117,862 Prepaid expenses and other current assets 220,594 267,351 Total current assets 1,559,943 2,067,208 Intangible assets, net of accumulated amortization of $ 528,522 and $ 484,461 , respectively 961,478 1,005,539 Goodwill 1,125,101 1,125,101 Right-of-use operating lease asset 50,154 245,569 Property and equipment, net of accumulated depreciation and amortization of $ 440,991 and $ 432,620 , respectively 49,628 57,999 Other assets 18,419 18,419 Total assets $ 3,764,723 $ 4,519,835 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 662,318 $ 403,441 Revolving line of credit 500,000 500,000 Accrued payroll and related liabilities 541,777 615,766 Commissions payable - 30,223 Income taxes payable 3,450 3,450 Other accrued liabilities 168,658 267,604 Contract liabilities 85,035 114,540 Operating lease liabilities - current 78,778 163,282 Total current liabilities 2,040,016 2,098,306 Operating lease liabilities - non-current - 136,652 Deferred tax liabilities, net 16,187 16,187 Total liabilities 2,056,203 2,251,145 Stockholders' equity Common stock, $ 0.001 par value 100,000,000 shares authorized; 2,180,485 shares issued, 2,013,180 shares outstanding as of March 31, 2024 and December 31, 2023 2,180 2,180 Additional paid-in capital 36,570,737 36,456,957 Accumulated deficit ( 33,899,186 ) ( 33,225,236 ) Treasury stock, 167,305 shares at cost, as of March 31, 2024 and December 31, 2023 ( 965,211 ) ( 965,211 ) Total stockholders' equity 1,708,520 2,268,690 Total liabilities and stockholders' equity $ 3,764,723 $ 4,519,835 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 3 Table of Contents WaveDancer, Inc. Form 10-Q March 31, 2024 WAVEDANCER, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, 2024 2023 Revenues Professional fees $ 1,885,867 $ 2,103,458 Software sales 29,505 56,665 Total revenues 1,915,372 2,160,123 Cost of revenues Cost of professional fees 1,186,785 1,446,417 Cost of software sales 29,329 56,908 Total cost of revenues excluding depreciation and amortization 1,216,114 1,503,325 Gross profit 699,258 656,798 Selling, general and administrative expenses 1,373,229 1,611,528 Operating loss from continuing operations ( 673,971 ) ( 954,730 ) Gain on lease termination 6,419 - Other income, net 4,345 91 Interest expense ( 10,743 ) ( 35,448 ) Loss from continuing operations before income taxes and equity in net loss of affiliate ( 673,950 ) ( 990,087 ) Provision for income taxes - - Net loss from continuing operations before equity in net loss of affiliate ( 673,950 ) ( 990,087 ) Equity in net loss of affiliate - ( 23,872 ) Net loss from continuing operations ( 673,950 ) ( 1,013,959 ) Loss from discontinued operations - ( 335,993 ) Net loss $ ( 673,950 ) $ ( 1,349,952 ) Basic and diluted loss per share from continuing operations $ ( 0.33 ) $ ( 0.53 ) Basic and diluted loss per share from discontinued operations - ( 0.17 ) Basic and diluted net loss per share $ ( 0.33 ) $ ( 0.70 ) Weighted average common shares outstanding Basic and diluted 2,013,180 1,921,220 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 4 Table of Contents WaveDancer, Inc. Form 10-Q March 31, 2024 WAVEDANCER, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, 2024 2023 Cash flows from operating activities Net loss $ ( 673,950 ) $ ( 1,349,952 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss from discontinued operations - 335,993 Depreciation and amortization 52,432 54,158 Stock-based compensation 113,780 288,172 Amortization of right-of-use assets 29,694 31,717 Accretion of deferred acquisition consideration - 20,478 Gain on lease termination ( 6,419 ) - Equity in loss of affiliate - 23,872 Changes in operating assets and liabilities: Accounts receivable 341,837 ( 4,413 ) Prepaid expenses and other current assets 46,757 ( 267,033 ) Accounts payable 258,877 ( 60,138 ) Contract liabilities ( 29,505 ) ( 55,665 ) Accrued payroll and related liabilities and other accrued liabilities ( 172,935 ) 16,672 Operating lease liability ( 49,016 ) ( 50,304 ) Commissions payable ( 30,223 ) ( 54,810 ) Cash used in operating activities of continuing operations ( 118,671 ) ( 1,071,253 ) Cash used in operating activities of discontinued operations - ( 693,106 ) Net cash used in operating activities ( 118,671 ) ( 1,764,359 ) Cash flows from investing activities Proceeds from disposal of business - 935,974 Net cash provided by investing activities - 935,974 Cash flows from financing activities Borrowings under revolving line of credit - 575,000 Premium financing borrowings - 305,759 Premium financing repayments - ( 29,586 ) Proceeds from issuance of stock - 53,453 Proceeds from exercise of stock options - 7,400 Net cash provided by financing activities - 912,026 Net (decrease) increase in cash and cash equivalents ( 118,671 ) 83,641 Cash and cash equivalents, beginning of period 681,995 731,081 Cash and cash equivalents, end of period $ 563,324 $ 814,722 Supplemental cash flow Information Interest paid $ 12,082 $ 18,356 Non-cash investing and financing activities: Non-cash proceeds on disposal of business $ - $ 1,263,000 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 5 Table of Contents WaveDancer, Inc. Form 10-Q March 31, 2024 WAVEDANCER, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (Unaudited) Shares of Common Additional Stock Common Paid-In Accumulated Treasury Issued Stock Capital Deficit Stock Total Balances at December 31, 2023 2,180,485 $ 2,180 $ 36,456,957 $ ( 33,225,236 ) $ ( 965,211 ) $ 2,268,690 Net loss - - - ( 673,950 ) - ( 673,950 ) Stock option compensation - - 113,780 - - 113,780 Balances at March 31, 2024 2,180,485 $ 2,180 $ 36,570,737 $ ( 33,899,186 ) $ ( 965,211 ) $ 1,708,520 Shares of Common Additional Stock Common Paid-In Accumulated Treasury Issued Stock Capital Deficit Stock Total Balances at December 31, 2022 2,083,860 $ 2,084 $ 35,883,831 $ ( 31,190,801 ) $ ( 965,211 ) $ 3,729,903 Net loss - - - ( 1,349,952 ) - ( 1,349,952 ) Stock option compensation - - 353,658 - - 353,658 Forfeiture of stock options on disposal of business (Note 2) ( 407,322 ) ( 407,322 ) Stock issued 7,429 7 37,624 37,631 Issuance of stock from exercise of options 2,000 2 7,398 - - 7,400 Balances at March 31, 2023 2,093,289 $ 2,093 $ 35,875,189 $ ( 32,540,753 ) $ ( 965,211 ) $ 2,371,318 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 6 Table of Contents WaveDancer, Inc. Form 10-Q March 31, 2024 WAVEDANCER, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies Organization and Business Founded in 1979 as Information Analysis Incorporated (“IAI”), IAI changed its name to WaveDancer, Inc. (“WaveDancer” or the “Company”) and converted from a Virginia corporation to a Delaware corporation in December 2021. The Company is in the business of developing and maintaining information technology (“IT”) systems, modernizing client information systems, and performing other IT-related professional services to government and commercial organizations. On March 17, 2023, the Company sold effectively 75.1 % of the equity of its Gray Matters, Inc. subsidiary (“GMI”) to Gray Matters Data Corporation (“GMDC”). Subsequent to the sale, the Company discontinued consolidating GMI and the Company has reflected GMI as a discontinued operation in its consolidated statements of operations through 2023. Unless otherwise noted, all amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to the Company’s continuing operations. See Note 2 for further information about the sale transaction, the deconsolidation of GMI, and treatment of GMI as a discontinued operation. On August 9, 2023 the Company sold its remaining equity interest in GMDC. Prior to March 17, 2023, we had two operating segments: Tellenger and Blockchain SCM. Following the sale of GMI, which comprised all of the material operations of the Blockchain SCM segment, it was presented as a discontinued operation (see Note 2 ), and the Blockchain SCM segment ceased to exist. After March 17, 2023, the Company manages its business as one reportable operating segment. Liquidity and Going Concern During the three months ended March 31, 2024 , the Company generated an operating loss from continuing operations of $ 673,971 . As of March 31, 2024 , the Company had a net working capital deficit of $ 480,073 including cash and cash equivalents of $ 563,324 . Under existing operating conditions, we estimate that over the twelve months from the date of these financial statements our operating activities may use as much as $ 1.0 million to $ 1.5 million of cash, including the satisfaction of all existing liabilities. The Company's line of credit balance as of March 31, 2024 was $ 500,000 , has no additional borrowing capacity, and expires on May 16, 2024. On November 15, 2023, the Company entered into a merger agreement with Firefly Neuroscience, Inc. (“Firefly”), a privately held, commercial-stage, medical technology company, to combine the companies in an all-stock transaction (the "Merger"). The closing of the transaction requires the approval of WaveDancer and Firefly shareholders, both of which have been obtained, as well as the satisfaction of other closing conditions, as discussed more fully below in "Management's Discussion and Analysis of Financial Condition and Results of Operations". The Merger agreement provides that in connection with the closing of the Merger, WaveDancer will sell its Tellenger subsidiary, the entity through which WaveDancer operates its current revenue-generating business, to WaveTop Solutions, Inc., a company owned and controlled by WaveDancer's chairman and chief executive officer. Upon closing of the Merger, the combined company will focus on continuing to develop and commercialize Firefly’s Artificial Intelligence driven Brain Network Analytics (BNA™) platform, which was previously cleared by the U.S. Food and Drug Administration. The Merger is expected to close in late May or early June 2024. The Company is seeking a short-term extension of its line of credit from the lender to allow for additional time to close the Merger transaction, upon which the lender will be repaid in full. In the absence of an extension, the Company and FireFly are considering options to prevent or resolve the issues arising from a default. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations and potential other funding sources, in addition to cash on-hand, to meet its obligations as they become due. The Company’s unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. 7 Table of Contents WaveDancer, Inc. Form 10 -Q March 31, 2024 Reverse Stock Split On October 18, 2023, the Company effected a reverse stock split of its common stock, par value $ 0.001 per share, (the “Common Stock”) at a ratio of one -for- ten (the “Reverse Stock Split”). The Reverse Stock split affected all issued common stock and options and warrants to acquire common stock. No fractional shares were issued as a result of the reverse split and any fractional share otherwise issuable were rounded up to the nearest whole number. All shares and per share amounts in the condensed consolidated financial statements and accompanying notes have been retroactively adjusted to give effect to the Reverse Stock Split. Following the Reverse Stock Split, the Company’s issued and outstanding shares of Common Stock decreased from 19,809,834 pre-split shares to approximately 1,980,983 post-split shares, before finalizing the rounding of fractional shares. As a result of the Reverse Stock Split, the exercise prices of the outstanding options and warrants were increased by a factor of ten. Certain amounts presented in the 2023 unaudited condensed consolidated financial statements, including common stock, additional paid-in capital, and shares and per share data have been retroactively adjusted for the reverse stock split to conform to the current period financial statement presentation. Unaudited Interim Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements (“financial statements”) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions for Form 10 -Q and Article 8 - 03 of Regulation S- X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, the financial statements include all adjustments necessary (which are of a normal and recurring nature) for the fair and not misleading presentation of the results of the interim periods presented. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2023 included in the Annual Report on Form 10 -K filed by the Company with the SEC on March 20, 2024 ( the “Annual Report”), as amended. The accompanying December 31, 2023 condensed consolidated balance sheet was derived from the audited financial statements included in the Annual Report but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for any interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year. The unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2024 include the accounts of WaveDancer and its condensed consolidated subsidiaries (collectively, the “Company”, “we” or “our”). All significant intercompany transactions and balances have been eliminated in consolidation. There have been no changes in the Company’s significant accounting policies as of March 31, 2024 , as compared to the significant accounting policies disclosed in Note 1, "Summary of Significant Accounting Policies" in the Company's Annual Report. Equity Method Investments The Company has accounted for investments in which it owns between 20% to 50% of the common stock or has the ability to exercise significant influence, but not control, over the investee using the equity method of accounting in accordance with ASC 323 - Equity Method Investments and Joint Ventures (“ASC 323” ). Under the equity method, an investor initially records an investment in the stock of an investee at cost and adjusts the carrying amount of the investment to recognize the investor’s share of the earnings or losses of the investee after the date of acquisition. The Company reflects its share of gains and losses from the investment in equity in net loss of affiliate in the unaudited condensed consolidated statements of operations using the most recently available earnings data at the end of the period. In connection with the sale of GMI to GMDC on March 17, 2023, ( the "Sale Date"), the Company received common stock in GMDC representing approximately 24.9 % of the equity of GMDC. See Note 2 for further information about the sale transaction, the deconsolidation of GMI, and the treatment of GMI as a discontinued operation. The Company accounted for its investment in GMDC in accordance with the equity method from March 17, 2023 through August 9, 2023. On August 9, 2023, the Company sold its remaining equity interest in GMDC in exchange for $ 400,000 in cash and recognized a gain on sale of $ 64,525 . As of March 31, 2024 the Company has no equity investment in GMDC nor any other equity exposure to the GMI business. 8 Table of Contents WaveDancer, Inc. Form 10 -Q March 31, 2024 Use of Estimates Preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates due to uncertainties. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses; fair values of financial instruments, intangible assets, and goodwill, including the underlying estimates of cash flows of our products and reporting unit; useful lives of intangible assets and property and equipment; the valuation of stock-based compensation, and the valuation of deferred tax assets and liabilities, among others. We base our estimates on assumptions, both historical and forward looking, that are believed to be reasonable, and the results of which form the basis for making judgments about the carrying values of assets and liabilities. Concentration of Credit Risk During the three months ended March 31, 2024 , the Company’s prime contracts with U.S. government agencies represented 8.9 %of revenue and subcontracts under federal procurements represented 91.1 % of revenue. The terms of these contracts and subcontracts vary from single transactions to five years. Three subcontracts under federal procurements represented 29.0 %, 23.0 %, and 17.0 % of revenue, respectively. Revenue from one prime contractor under which the Company has multiple subcontracts represented 58.8 % of the Company’s revenue in aggregate. During the three months ended March 31, 2023 , the Company’s prime contracts with U.S. government agencies represented 8.9 % of revenue and subcontracts under federal procurements represented 87.7 % of revenue, and 3.4 % of revenue came from commercial contracts. The terms of these contracts and subcontracts vary from single transactions to five years. Three subcontracts under federal procurements represented 31.0 %, 24.0 %, and 13.9 % of revenue, respectively. Revenue from one prime contractor under which the Company has multiple subcontracts represented 50.9 % of the Company’s revenue in aggregate. As of March 31, 2024 , the Company’s accounts receivable included receivables from three subcontracts under federal procurements that represented 24.0 %, 20.7 %, and 14.0 % of the Company’s outstanding accounts receivable, respectively. Receivables from one prime contractor under which the Company has multiple subcontracts represented 51.6 % of the Company’s outstanding accounts receivable in aggregate. As of March 31, 2023 , the Company’s accounts receivable included receivables from three subcontracts under federal procurements that represented 41.0 %, 12.0 %, and 12.5 % of the Company’s outstanding accounts receivable, respectively. Receivables from one prime contractor under which the Company has multiple subcontracts represented 61.7 % of the Company’s outstanding accounts receivable in aggregate. Note 2. Sale and Deconsolidation of GMI and Discontinued Operations On March 17, 2023, the Company entered into and closed a Stock Purchase Agreement with GMDC, a company newly formed by StealthPoint LLC, a San Francisco based venture fund, under which the Company sold all of the shares of its subsidiary, Gray Matters, Inc. In exchange for this sale, the Company received common shares of GMDC representing on a primary share basis, assuming the conversion of the Series A preferred stock referenced below, 24.9 % interest in the purchaser, cash consideration of $ 935,974 and contingent annual payments equal to five percent ( 5 %) of the purchaser’s GAAP based revenue through December 31, 2029 attributable to the purchaser’s blockchain-enabled digital supply chain management platform and associated technologies. Payments were to be calculated for each calendar year and were due by March 31 of the following year. GMDC also paid the Company $ 133,148 for certain of GMI’s operating expenses for the period beginning March 1, 2023 through March 17, 2023. The equity interest StealthPoint and other GMDC investors received was in the form of Series A non-participating convertible preferred stock having a one -times ( 1x ) liquidation preference and no cumulative dividends. In addition, the Company and GMDC entered into a transition services agreement whereby the Company continued to provide certain administrative services for GMI. The value of these services were $ 65,000 which was paid by GMDC at closing and was not subject to adjustment. 9 Table of Contents WaveDancer, Inc. Form 10 -Q March 31, 2024 The $ 65,000 prepayment was included in other accrued liabilities on the unaudited condensed consolidated balance sheet as of March 31, 2023 and was amortized as a reduction to selling, general and administrative expenses ratably over the three -month period ending June 30, 2023 after which time no further transition services were provided. The total cash received at closing was $ 1,000,974 . The Company also had the right to appoint a representative to GMDC’s board of directors and a right to co-invest in a later preferred stock financing round. The Company recognized a gain on the sale of GMI of $ 100,615 in the first quarter of 2023, which was included in net loss on discontinued operations in the unaudited condensed consolidated statement of operations, and immediately deconsolidated GMI upon its sale. GMDC was not a related party of the Company at the time of its purchase of GMI. Subsequent to our deconsolidation of GMI, GMI and GMDC were related parties of the Company until the August 9, 2023 sale of our equity interest in GMDC. The Company's current and future rights with regard to GMDC terminated with the sale of the equity interest. The components of the consideration received and the methods for determining their fair values as of March 17, 2023 were as follows: Consideration Amount Description and Valuation Methodology Cash at closing $ 935,974 Cash received at closing less estimated value of transition services to be provided. Cash after closing 133,148 Actual cash operating expenses of GMI from March 1 through March 17, 2023 (prior to the transfer of GMI to GMDC). GMDC common stock 581,000 Based on Series A preferred stock issuance to other GMDC investors for $3,000,000 in cash and application of an option pricing model backsolve method and a minority interest discount to estimate the fair value of the common shares of GMDC. Contingent payments 682,000 Estimated by applying a discount rate of 40.8% to the projected cash receipts expected over the 7-year horizon. (See Note 5). Total consideration $ 2,332,122 The GMDC common stock was accounted for as an equity method investment from March 17, 2023 and through its sale on August 9, 2023. During this period, a net loss of $ 245,525 in the equity investment was recorded. On August 9, 2023, the Company sold its remaining equity interest in GMDC in exchange for $ 400,000 in cash and recognized a gain on sale of $ 64,525 . The contingent consideration receivable of $ 682,000 was settled in cash for $ 1,000,000 and a gain of $ 318,000 was recognized (see Note 5 ). The following table sets forth details of net earnings from discontinued operations for the three months ended March 31, 2024 and 2023 , which reflects the results of the Blockchain SCM operating segment through the date our controlling financial interest in it was sold – March 17, 2023 ( See Note 1 ). Three Months Ended March 31, 2024 2023 Revenue $ - $ - Cost of revenue - 74,223 Excess of contract costs over revenue - ( 74,223 ) Operating expenses - Salaries and benefits - 484,249 Intangibles amortization - 85,338 Stock based compensation, before forfeitures - 65,487 Forfeiture of stock options - ( 407,322 ) Other operating expenses - 134,633 Gain on disposal of business - ( 100,615 ) Loss before income tax benefit - ( 335,993 ) Income tax benefit - - Net loss on discontinued operations $ - $ ( 335,993 ) 10 Table of Contents WaveDancer, Inc. Form 10 -Q March 31, 2024 During the three months ended March 31, 2023 , there was a total of 715,000 unvested stock options forfeited by GMI employees, including 527,500 forfeited by employees who resigned from WaveDancer, on the Sale Date, and were offered employment by GMDC. Stock-based compensation expense of $ 407,322 , previously recognized for these forfeited options, was taken back into income in March 2023. Note 3. Revenue from Contracts with Customers Nature of Products and Services We generate revenue from the sales of information technology professional services, sales of third -party software licenses and implementation and training services, and sales of third -party support and maintenance contracts based on those software products. We sell through our direct relationships with end customers and under subcontractor arrangements. Professional services are offered through several arrangements – through time and materials arrangements, fixed-price-per-unit arrangements, fixed-price arrangements, or combinations of these arrangements within individual contracts. Revenue under time and materials arrangements is recognized over time in the period the hours are worked or the expenses are incurred, as control of the benefits of the work is deemed to have passed to the customer as the work is performed. Revenue under fixed-price-per-unit arrangements is recognized at a point in time when delivery of units has occurred, and units are accepted by the customer or are reasonably expected to be accepted. Generally, revenue under fixed-price arrangements and mixed arrangements is recognized either over time or at a point in time based on the allocation of transaction pricing to each identified performance obligation as control of each is transferred to the customer. For fixed-price arrangements under which documentary evidence of acceptance or receipt of deliverables is not present or withheld by the customer, the Company recognizes revenue when it has the right to invoice the customer. For fixed-price arrangements for which the Company is paid a fixed fee to make itself available to support a customer, with no predetermined deliverables to which transaction prices can be estimated or allocated, revenue is recognized ratably over time. Third-party software licenses are classified as enterprise server-based software licenses or desktop software licenses, and desktop licenses are further classified by the type of customer and whether the licenses are bulk licenses or individual licenses. The Company’s obligations as the seller for each class differ based on its reseller agreements and whether its customers are government or non-government customers. Revenue from enterprise server-based sales to either government or non-government customers is usually recognized in full at a point in time based on when the customer gains use of the full benefit of the licenses, after the licenses are implemented. If the transaction prices of the performance obligations related to implementation and customer support for the individual contract are material, these obligations are recognized separately over time, as performed. Revenue for desktop software licenses for government customers is usually recognized on a gross basis at a point in time, based on when the customer’s administrative contact gains training in and beneficial use of the administrative portal. Revenue for bulk desktop software licenses for non-government customers is usually recognized on a gross basis at a point in time, based on when the customer’s administrative contact gains training in and beneficial use of the administrative portal. For desktop software licenses sold on an individual license basis to non-government customers, where the Company has no obligation to the customer after the third -party makes delivery of the licenses, the Company has determined it is acting as an agent, and the Company recognizes revenue upon delivery of the licenses only for the net of the selling price and its contract costs. Third-party support and maintenance contracts for enterprise server-based software include a performance obligation under the Company’s reseller agreements for it to be the first line of support (direct support) and second line of support (intermediary between customer and manufacturer) to the customer. Because of the support performance obligations, and because the amount of support is not estimable, the Company recognizes revenue ratably over time as it makes itself available to provide the support. 11 Table of Contents WaveDancer, Inc. Form 10 -Q March 31, 2024 Disaggregation of Revenue from Contracts with Customers Three Months Ended March 31, 2024 2023 Contract Type Amount Percentage Amount Percentage Services time & materials $ 1,654,001 86.4 % $ 1,880,662 87.1 % Services fixed price over time 107,475 5.6 % 102,402 4.7 % Services combination 31,920 1.7 % 33,090 1.5 % Services fixed price per unit 92,471 4.8 % 87,304 4.1 % Third-party software 29,505 1.5 % 56,665 2.6 % Total revenue $ 1,915,372 100.0 % $ 2,160,123 100.0 % Contract Balances Accounts Receivable Trade accounts receivable are recorded at the billable amount where the Company has the unconditional right to bill, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice, each customer's expected ability to pay and collection history, when applicable, to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. There were no such allowances recognized as of March 31, 2024 and December 31, 2023 . Accounts receivable as of March 31, 2024 and December 31, 2023 , consist of the following: March 31, 2024 December 31, 2023 Billed federal government $ 774,764 $ 1,110,001 Billed commercial and local government - 6,600 Unbilled receivables 1,261 1,261 Accounts receivable $ 776,025 $ 1,117,862 Billed receivables from the federal government include amounts due from both prime contracts and subcontracts where the federal government is the end customer. Contract Liabilities Contract liabilities consist of amounts that have been invoiced and for which the Company has the right to bill, but that have not been recognized as revenue because the related goods or services have not been transferred. Changes in contract liabilities balances are as follows: Balance at December 31, 2023 $ 114,540 Contract liabilities added 26,026 Revenue recognized ( 55,531 ) Balance at March 31, 2024 $ 85,035 Balance at December 31, 2022 $ 182,756 Revenue recognized ( 55,665 ) Balance at March 31, 2023 $ 127,091 Revenues recognized during the three months ended March 31, 2024 and 2023 , from the balances as of December 31, 2023 and 2022 , were $ 55,531 and $ 55,665 , respectively. 12 Table of Contents WaveDancer, Inc. Form 10 -Q March 31, 2024 Deferred Costs of Revenue Deferred costs of revenue consist of the costs of third -party support and maintenance contracts for enterprise server-based software. These costs are reported under the prepaid expenses and other current assets caption on the Company’s condensed consolidated balance sheets. The Company recognizes these direct costs ratably over time as it makes itself available to provide its performance obligation for software support, commensurate with its recognition of revenue. As of December 31, 2022 and March 31, 2023 the Company had no deferred costs of revenue. Changes in deferred costs of revenue balances for the three months ended March 31, 2024 are as follows: Balance at December 31, 2023 $ 87,988 Deferred costs expensed ( 29,330 ) Balance at March 31, 2024 $ 58,658 Note 4. Leases The Company has two significant operating leases, one for its headquarters offices in Fairfax, Virginia (the "Fairfax Lease") and one for additional office space in Annapolis, Maryland. The leases both commenced in 2021 and had original lease terms ranging from 37 to 67 months, and rental rates escalate by approximately 2.5 % annually under both leases. The Company determines if an arrangement is a lease at inception. In February 2024, the Company gave notice of exercise of a termination option of the Fairfax Lease effective November 30, 2024 for a fee equivalent to two months rent, in accordance with lease terms. Under lease modification standards, the Company reassessed the Fairfax Lease, resulting in the derecognition of the related lease asset of $ 165,721 and lease liabilities of $ 172,140 on the Company's condensed consolidated balance sheets and a gain on lease termination of $ 6,419 as presented on the Company's condensed consolidated statements of operations. As of March 31, 2024 and December 31, 2023 , the Company does not have any sales-type or direct financing leases. Each of the Company’s operating lease assets represent its right to use an underlying asset for the lease term and the related lease liability represents its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date, subject to reassessment upon the material modification of a lease, based on the present value of lease payments over the lease term. Since the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement dates or lease modification dates in determining the present value of lease payments. The operating lease assets also include any lease payments made and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease agreements include rental payments escalating annually for inflation at a fixed rate. These payments are included in the initial measurement of the operating lease liabilities and operating lease assets. The Company does not have any rental payments which are based on a change in an index or a rate that can be considered variable lease payments, which would be expensed as incurred. The Company’s lease agreements do not contain any material residual value guarantees or material restrictions or covenants. The Company does not sublease any real estate to third parties. As of March 31, 2024 , our remaining operating lease had a weighted average remaining lease term of 7 months and a weighted average discount rate of 4.5 %. Future lease payments under operating leases as of March 31, 2024 , were as follows: Remainder of 2024 $ 80,114 Total lease payments 80,114 Less: discount ( 1,336 ) Present value of lease liabilities $ 78,778 The total expense incurred related to its operating leases was $ 38,719 and $ 38,053 for the three months ended March 31, 2024 and 2023 , respectively, and is included in selling, general and administrative expenses on the condensed consolidated statements of operations. 13 Table of Contents WaveDancer, Inc. Form 10 -Q March 31, 2024 Note 5. Fair Value Measurements The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: • Level 1—Quoted prices in active markets for identical assets or liabilities; • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents the fair value hierarchy for the Company’s financial instruments measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 : March 31, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 330,593 $ - $ - $ 330,593 December 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 631,258 $ - $ - $ 631,258 Money market funds are highly liquid investments and are included in cash and cash equivalents on the consolidated balance sheets. The pricing information on these investment instruments is readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. As discussed in Note 2 above, in connection with its sale of GMI, the Company received contingent consideration that required GMDC to make annual payments equal to five percent ( 5 %) of the purchaser’s GAAP based revenue through December 31, 2029, up to a cumulative maximum of $ 4,000,000 , attributable to the purchaser’s blockchain-enabled digital supply chain management platform and associated technologies. The fair value of the contingent consideration was estimated based on GMDC’s forecast of revenue, the estimated after-tax payments to the Company, and the present value of the after-tax payments based on discount rate that reflects the risk of achieving the timing and amounts of forecasted payments. The significant inputs utilized in estimating the fair value of contingent consideration include the forecast of revenues, the income tax rate of 27.0 percent, and the discount rate of 40.75 percent. On August 9, 2023, the Company and GMDC agreed to terminate all rights and obligations with respect to the calculation and payment of future contingent payments from GMDC to the Company in exchange for the payment of $ 1,000,000 cash by GMDC to the Company, resulting in a gain of $ 318,000 . There were no assets requiring Level 3 fair value measurements as of March 31, 2024 and December 31, 2023 . There were no unrealized gains or losses recognized in income for the three -month periods ended March 31, 2024 and 2023 . 14 Table of Contents WaveDancer, Inc. Form 10 -Q March 31, 2024 Note 6. Intangible Assets Information regarding our intangible assets is as follows: Weighted Average Useful Life (Years) Balance December 31, 2023 Additions Balance March 31, 2024 Intangible assets with estimated useful lives Customer relationships 8.0 $ 1,090,000 $ - $ 1,090,000 Non-compete agreements 3.0 120,000 - 120,000 Accumulated amortization ( 484,461 ) ( 44,061 ) ( 528,522 ) Sub-total 725,539 ( 44,061 ) 681,478 Intangible assets with indefinite lives Trade names Indefinite 280,000 - 280,000 Net identifiable intangible assets $ 1,005,539 $ ( 44,061 ) $ 961,478 Weighted Average Useful Life (Years) Balance December 31, 2022 Additions Balance March 31, 2023 Intangible assets with estimated useful lives Customer relationships 8.0 $ 1,090,000 $ - $ 1,090,000 Non-compete agreements 3.0 120,000 - 120,000 Accumulated amortization ( 308,217 ) ( 44,061 ) ( 352,278 ) Sub-total 901,783 ( 44,061 ) 857,722 Intangible assets with indefinite lives Trade names Indefinite 280,000 - 280,000 Net identifiable intangible assets $ 1,181,783 $ ( 44,061 ) $ 1,137,722 As of March 31, 2024 , expected amortization expense relating to purchased intangible assets for each of the next five years and thereafter is as follows: Remainder of 2024 $ 102,246 2025 136,248 2026 136,248 2027 136,248 2028 136,248 Thereafter 34,240 Total $ 681,478 15 Table of Contents WaveDancer, Inc. Form 10 -Q March 31, 2024 Note 7. Stock-Based Compensation We have three stock-based compensation plans. The 2006 Stock Incentive Plan was adopted in 2006 ( “2006 Plan”) and had options granted under it through April 12, 2016. The 2016 Stock Incentive Plan was adopted in 2016 ( “2016 Plan”) and had options granted under it through November 15, 2021. On October 11, 2021, the Board of Directors approved the 2021 Stock Incentive Plan ( “2021 Plan”) and on December 2, 2021, our shareholders approved the 2021 Plan. The Company recognizes compensation costs on a straight-line basis over the service period of the awards. There were no option awards granted in the three months ended March 31, 2024 and 2023 . There were zero and 2,000 options exercised during the three months ended March 31, 2024 and 2023 , respectively. As of March 31, 2024 , there was $ 222,359 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the stock incentive plans; that cost is expected to be recognized over a weighted-average period of 14 months. Total compensation expense related to these plans was $ 113,780 and $ 288,172 for the three months ended March 31, 2024 and 2023 , respectively, and is included in selling, general and administrative expenses on the condensed consolidated statements of operations. Note 8. Revolving Line of Credit On September 30, 2022, the Company entered a revolving line of credit with Summit Community Bank (“Summit”) that provided for on-demand or short-term borrowings of up to $ 1,000,000 at a variable interest rate equal to the prime rate as published in The Wall Street Journal , with a minimum rate of 3.99 % and a maximum rate of 20.00 %, and subject to a borrowing base calculated using outstanding accounts receivable. Borrowings under the line of credit are secured by the assets of the Company. There were no borrowings and no repayments during the three months ended March 31, 2024 , and there was $ 575,000 of borrowings and no repayments during the three months ended March 31, 2023 . This line of credit expired on August 16, 2023. On September 11, 2023, the Company and Summit entered a new line of credit agreement with the same terms as the preceding agreement, except that the maximum availability under the new line was reduced from $ 1,000,000 to $ 500,000 . As of March 31, 2024 , there was $ 500,000 outstanding and no borrowing availability under this line of credit. The line of credit expires on May 16, 2024. The Company is seeking a short-term extension from the lender to allow for additional time to close the Merger transaction, upon which the lender will be repaid in full. As of March 31, 2024, the fair value of debt outstanding on our revolving line of credit approximates its carrying value due to the short term nature of the facility. 16 Table of Contents WaveDancer, Inc. Form 10 -Q March 31, 2024 Note 9. Sales of Shares Under Common Stock Purchase Agreement On July 8, 2022, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement” or "ELOC") and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to the Purchase Agreement, subject to certain limitations and conditions, the Company has the right, but not the obligation, to sell to B. Riley up to $ 15,000,000 of shares of the Company’s common stock, par value $ 0.001 per share (“Common Stock”), from time to time. Sales of Common Stock to B. Riley under the Purchase Agreement, and the timing of any such sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities to B. Riley under the Purchase Agreement. Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement with the Securities Exchange Commission (the “SEC”) to register under the Securities Act of 1933, as amended (the “Securities Act”) the resale by B. Riley of up to 450,000 shares of Common Stock that the Company may issue or elect, in the Company’s sole discretion, to issue and sell to B. Riley, from time to time under the Purchase Agreement. Use of the ELOC is subject to restrictions based on the price and trading volume of our stock, which limits its availability to the Company as a significant source of capital. During the three months ended March 31, 2024 , the Company had no sales of shares of common stock. During the three months ended March 31, 2023 , the Company sold 7,429 shares of common stock under the ELOC at an average price of $ 7.20 per share, net of fees of approximately $ 0.40 per share. The net proceeds from this sale were $ 53,453 . Note 10. Income Taxes For the three months ended March 31, 2024 and 2023 , the Company’s effective tax rate was 0 %. The difference between the statutory tax rate and the effective tax rate for the three months ended March 31, 2024 is primarily driven by the presence of a full valuation allowance against all deferred tax assets. Note 11. Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss available to common shareholders by the weighted-average number of shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, except for periods when the Company reports a net loss because the inclusion of such items would be antidilutive. The antidilutive effects of 3,929 shares from stock options and zero shares from warrants, and 34,599 shares from stock options and zero shares from warrants, were excluded from diluted shares for the three months ended March 31, 2024 and 2023 , respectively. 17 Table of Contents WaveDancer, Inc. Form 10-Q March 31, 2024