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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 28, 2024

 

INTELLINETICS, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada   001-41495   87-0613716

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S Employer

Identification No.)

 

2190 Dividend Dr., Columbus, Ohio   43228
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: (614) 388-8908

 

Intellinetics, Inc.

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

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

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On March 28, 2024, the Company issued a press release announcing its financial results for the fiscal year and quarter ended December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information reported under this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Name of Exhibit
     
99.1   Press release issued by Intellinetics, Inc., on March 28, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  INTELLINETICS, INC.
     
  By: /s/ James F. DeSocio
    James F. DeSocio
    President and Chief Executive Officer
     
Dated: March 28, 2024    

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

Intellinetics Grows 2023 Full-Year Revenues 21%

 

Full-Year SaaS Revenue Grows 28%; Initial IPAS Revenue Expanding SaaS Opportunity;

Company to make $500,000 debt prepayment

 

COLUMBUS, OH – March 28, 2024 – Intellinetics, Inc. (NYSE American: INLX), a digital transformation solutions provider, announced financial results for the three and 12 months ended December 31, 2023.

 

2023 Fourth Quarter Financial Highlights

 

  Total Revenue increased 3.8% over the same period in 2022.
    The growth in Q4 was fully organic.
  Software as a Service revenue increased 8.8% over the same period in 2022.
  Commercialized IPAS with two launched customers, and signed seven more.
  Professional services revenue increased 4.7% over the same period in 2022.
  Net Income of $61,638, or $0.02 per basic and $0.01 per fully diluted share, compared to net income of $200,784, or $0.05 per basic and $0.04 per fully diluted share, for the same period in 2022.
  Adjusted EBITDA increased 12.5% to $754,375, compared to $670,321 from the same period in 2022.
  Ended the year with less than $1.8 million dollars in debt, net of cash.

 

2023 Full-Year Financial Highlights

 

  Total Revenue increased 20.5% over the same period in 2022.
  The Company commercially launched the IntelliCloud™ Payables Automation System (IPAS), its newest SaaS offering.
  Software as a Service revenue increased 27.8% over the same period in 2022.
  Professional services revenue increased 24.6% over the same period in 2022.
  Net Income of $519,266, or $0.13 per basic and $0.11 per fully diluted share, compared to net income of $24,027, or $0.01 per basic and fully diluted share, for the same period in 2022.
  Adjusted EBITDA increased 13.7% to $2,744,649, compared to $2,413,901 from the same period in 2022.

 

    For the years ended December 31,  
    2023     2022  
             
Revenues:                
Sale of software   $ 100,260     $ 159,084  
Software as a service     5,133,215       4,017,409  
Software maintenance services     1,407,064       1,387,885  
Professional services     9,167,428       7,357,937  
Storage and retrieval services     1,078,414       1,094,613  
Total revenues   $ 16,886,381     $ 14,016,928  

 

James F. DeSocio, President & CEO of Intellinetics, stated, “This was a milestone year for Intellinetics, as we expanded our base of recurring SaaS revenue, making our business more predictable and increasingly profitable. Our SaaS revenue continues to grow faster than our consolidated revenue. From this position of strength, we enter 2024 with increasing confidence that our new payables automation offering, IPAS, will become a more meaningful contributor to our results, adding another SaaS revenue stream to our profile.”

 

“For the year, we delivered double-digit increases in revenue, net income, and Adjusted EBITDA, with only a modest contribution from IPAS,” continued Mr. DeSocio. “This progress enabled us to pay down debt, strengthen our balance sheet and invest in sales and marketing initiatives to support IPAS and YellowFolder.”

 

 
 

 

Summary – 2023 Fourth Quarter Results

 

Revenues for the three months ended December 31, 2023 were $4,192,689, an increase of 3.8%, as compared with $4,038,146 for the same period in 2022. This organic increase was driven by an 8.8% increase in SaaS revenue, and a 4.7% increase in professional services fees, partially offset by lower sales of licensed software as the Company continued to shift its focus to recurring revenue.

 

Total operating expenses increased 17.0% to $2,540,565, compared to $2,171,576 driven by increases in stock expense of $194,541 and depreciation and amortization of $66,614 (all non-cash expenses). Income from operations was $181,527 compared to $410,542 in the fourth quarter last year.

 

Intellinetics reported net income of $61,638, down 69% compared to $200,784 for the same period in 2022. Basic and diluted net income per share for the three months ended December 31, 2023 was $0.02 and $0.01, respectively, compared to $0.05 per basic and $0.04 per fully diluted share for the period ended December 31, 2022. Adjusted EBITDA was $754,375 compared to $670,321 in 2022.

 

“Importantly, our first two IPAS customers were both live and successfully running in the fourth quarter,” added Mr. DeSocio. .

 

Summary – 2023 Full-Year Results

 

Yellow Folder, acquired April 1, 2022, contributed $3,613,764 in revenue in the year ended December 31, 2023, compared to $2,460,474 in revenue for the year ended December 31, 2022. Inclusive of the contribution from Yellow Folder, revenues for the year ended December 31, 2023 were $16,886,381, an increase of 20.5% as compared with $14,016,928 for the same period in 2022. Total operating expenses increased 17.0% to $9,456,486, compared to $8,081,837. Income from operations was $1,107,469, an increase of 33.9% compared to income from operations of $827,321 for last year. Intellinetics reported net income of $519,266, or $0.13 per basic and $0.11 per diluted share, compared to net income of $24,027, or $0.01 per basic and diluted share, for the same period in 2022. Adjusted EBITDA was $2,744,649 compared to $2,413,901.

 

2024 Outlook

 

Based on management’s current plans and assumptions, the Company reiterated expectations that it will grow revenues and EBITDA on a year-over-year basis for the fiscal year 2024.

 

“Our IPAS offering provides customers with an almost instant positive return, and offers our company an organic growth opportunity to more than double our SaaS revenue over the next four to five years,” continued Mr. DeSocio. “We view IPAS as a transformative opportunity for our company, and we plan to make investments to position the product for as rapid an adoption as we can drive. Even with these investments, 2024 Adjusted EBITDA is expected to grow on a year-over-year basis, as we focus on making all the early adopters of IPAS happy, we round out its capabilities and set the stage for wholesale adoption in select ERP ecosystems over the next 4-5 years.”

 

We will be prepaying $500,000 of our long term debt shortly, and expect to have no net debt at the end of 2024.

 

Conference Call

 

Intellinetics is holding a conference call to discuss these results on a live webcast at 4:30 p.m. ET today. Interested parties can access the webcast through the Intellinetics website at https://ir.intellinetics.com/. Investors can also dial in to the webcast by calling (877) 407-8133 (toll-free) or (201) 689-8040. A replay of the call can also be accessed via phone through April 11, 2024 by dialing (877) 660-6853 (toll-free) or (201) 612-7415 and using replay access code 13744747.

 

About Intellinetics, Inc.

 

Intellinetics, Inc. (NYSE American: INLX) is enabling the digital transformation. Intellinetics empowers organizations to manage, store and protect their important documents and data. The Company’s flagship solution, the IntelliCloud™ content management platform, delivers advanced security, compliance, workflow and collaboration features critical for highly regulated, risk-intensive markets. IntelliCloud connects documents to users and the processes they support anytime, anywhere to accelerate innovation and empower organizations to think and work in new ways. In addition, Intellinetics offers business process outsourcing (BPO), document and micrographics scanning services, and records storage. From highly regulated industries like Healthcare/Human Service Providers, K-12, Public Safety, and State and Local Governments, to businesses looking to move away from paper-based processes, Intellinetics is the all-in-one, compliant, document management solution. Intellinetics is headquartered in Columbus, Ohio. For additional information, please visit www.intellinetics.com.

 

 
 

 

Cautionary Statement

 

Statements in this press release which are not purely historical, including statements regarding future business and growth, future revenues, including fourth quarter and full year results; organic revenue growth from both new and existing customers; market share, growth of our markets, and better results due to price increases; sustainable profitability; the rollout and success of new products, including IPAS; continued growth of SaaS revenue; cross-selling efforts and other synergies associated with our acquisition of Yellow Folder; expansion of relationships with key customers; execution of Intellinetics’ business plan, strategy, direction and focus; and other intentions, beliefs, expectations, representations, projections, plans or strategies regarding future growth, financial results, and other future events are forward-looking statements. The forward-looking statements involve risks and uncertainties including, but not limited to, the risks associated with the effect of changing economic conditions including inflationary pressures, challenges with hiring and maintaining a stable workforce, Intellinetics’ ability to execute on its business plan and strategy, customary risks attendant to acquisitions, trends in the products markets, variations in Intellinetics’ cash flow or adequacy of capital resources, market acceptance risks, the success of Intellinetics’ solutions providers, including human services, health care, and education, technical development risks, and other risks, uncertainties and other factors discussed from time to time in its reports filed with or furnished to the Securities and Exchange Commission, including in Intellinetics’ most recent annual report on Form 10-K as well as subsequently filed reports on Form 8-K. Intellinetics cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Intellinetics disclaims any obligation and does not undertake to update or revise any forward-looking statements in this press release. Expanded and historical information is made available to the public by Intellinetics on its website at www.intellinetics.com or at www.sec.gov.

 

CONTACT:

 

FNK IR

Tom Baumann / Rob Fink

646.349.6641 / 646.809.4048

INLX@fnkir.com

 

Joe Spain, CFO

Intellinetics, Inc.

614.921.8170 investors@intellinetics.com

 

Non-GAAP Financial Measures

 

Intellinetics uses non-GAAP Adjusted EBITDA as supplemental measures of our performance that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (GAAP). A non-GAAP financial measure is a numerical measure of a company’s financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows of a company.

 

Adjusted EBITDA: Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to net income, operating income, or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities or a measure of our liquidity. Intellinetics urges investors to review the reconciliation of non-GAAP Adjusted EBITDA to the comparable GAAP Net Income, which is included in this press release, and not to rely on any single financial measure to evaluate Intellinetics’ financial performance.

 

We believe that Adjusted EBITDA is a useful performance measure and is used by us to facilitate a comparison of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone. We define “Adjusted EBITDA” as earnings before interest expense, any income taxes, depreciation and amortization expense, stock-based compensation, note conversion and note or equity offer warrant or stock expense, gain or loss on debt extinguishment, change in fair value of contingent consideration, and transaction costs.

 

Reconciliation of Net Income to Adjusted EBITDA

 

    For the Three Months Ended December 31,  
    2023     2022  
Net income - GAAP   $ 61,638     $ 200,784  
Interest expense, net     119,889       209,758  
Depreciation and amortization     259,268       198,127  
Stock-based compensation     313,580       118,999  
Change in fair value of earnout liabilities     -       (57,347 )
Adjusted EBITDA   $ 754,375     $ 670,321  

 

    For the Twelve Months Ended December 31,  
    2023     2022  
Net income - GAAP   $ 519,266     $ 24,027  
Interest expense, net     588,203       803,294  
Depreciation and amortization     974,527       722,197  
Stock-based compensation     662,653       421,450  
Change in fair value of earnout liabilities     -       355,281  
Transaction costs     -       87,652  
Adjusted EBITDA   $ 2,744,649     $ 2,413,901  

 

 
 

 

Recurring Revenue: Recognized revenue for any applicable period that we characterize as being recurring in nature, without regard to contract start or end dates or renewal rates. It includes the following revenue types: SaaS subscription agreements, maintenance contracts related to perpetual software licenses, storage and retrieval services, and professional services revenues in the nature of business process outsourcing. It excludes revenues of a type that are not expected to recur, primarily perpetual licenses, most document conversion services, and other professional services that are project based. Recurring revenue is not determined by reference to deferred revenue, unbilled revenue, or any other GAAP financial measure over any period, so the Company has not reconciled the Recurring Revenues to any GAAP measure. Recurring revenue should not be extrapolated into a precise prediction of future revenues, because it does not take into account our contract start and end dates and our renewal rates. Management believes that reviewing this metric, in addition to GAAP results, helps investors and financial analysts understand the value of Intellinetics’ recurring revenue streams versus prior periods.

 

Reconciliation of revenues to recurring revenues:

 

    For the Three Months Ended December 31,  
    2023     2022  
Revenues as reported:                
Sale of software   $ 11,899     $ 65,098  
Software as a service     1,323,120       1,216,325  
Software maintenance services     355,373       354,510  
Professional services     2,236,733       2,136,611  
Storage and retrieval     265,564       265,602  
    $ 4,192,689     $ 4,038,146  
Revenues - recurring only:                
Sale of software - recurring   $ -     $ -  
Software as a service - recurring     1,267,202       1,144,832  
Software maintenance services - recurring     355,373       354,510  
Professional services - recurring     798,444       675,026  
Storage and retrieval - recurring     225,561       239,379  
    $ 2,646,580     $ 2,413,747  
Revenues - non-recurring only:                
Sale of software - non-recurring   $ 11,899     $ 65,098  
Software as a service - non-recurring     55,918       71,493  
Software maintenance services - non-recurring     -       -  
Professional services - non-recurring     1,438,289       1,461,585  
Storage and retrieval - non-recurring     40,003       26,223  
    $ 1,546,109     $ 1,624,399  
                 
Total recurring and non-recurring revenues   $ 4,192,689     $ 4,038,146  

 

Note 1 – Software as a service non-recurring revenue is comprised of professional services setup fees which are recognized ratably over the initial contract period. They do not renew, and are therefore non-recurring. Under ASC 606, they are deemed essential to the functionality of the subscription Software as a service, and are therefore recognized together with the subscription Software as a service revenue.

 

Total Contract Value: Estimated total future revenues from contracts signed during the period. This refers to contracts or projects that have been awarded by our customers, and it presumes the provision of all software, subscription services, and/or professional services, with no termination of any awarded contracts. There can be no guarantee that all work will be completed during any fiscal period, or that the contracts will not be terminated before all the estimated future revenues are earned, received, and/or recognized. Total Contract Value is a performance measure that the Company believes provides useful information to its management and investors as it allows the Company to better track the Company’s current sales performance, without any adjustment to exclude revenues that will not be earned, received, or recognized until future periods. Total Contract Value includes new sales in all our revenue categories, including SaaS, perpetual software licenses, maintenance, storage and retrieval, and professional services, to new or existing customers. It excludes renewals (and price increases on renewals if any). Total Contract Value is not a substitute for total revenue. There is no GAAP measure that is comparable to Total Contract Value, so the Company has not reconciled the Total Contract Value to any GAAP measure.

 

 
 

 

INTELLINETICS, INC. and SUBSIDIARIES

Consolidated Balance Sheets

 

    December 31,     December 31,  
    2023     2022  
ASSETS                
Current assets:                
Cash   $ 1,215,248     $ 2,696,481  
Accounts receivable, net     1,850,375       1,121,083  
Accounts receivable, unbilled     1,320,837       596,410  
Parts and supplies, net     110,272       73,221  
Contract assets     140,165       80,378  
Prepaid expenses and other current assets     367,478       325,466  
Total current assets     5,004,375       4,893,039  
                 
Property and equipment, net     924,257       1,068,706  
Right of use assets, operating     2,532,928       3,200,191  
Right of use assets, finance     219,777       154,282  
Intangible assets, net     3,909,338       4,419,646  
Goodwill     5,789,821       5,789,821  
Other assets     645,764       417,457  
Total assets   $ 19,026,260     $ 19,943,142  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
Current liabilities:                
Accounts payable   $ 194,454     $ 370,300  
Accrued compensation     337,884       411,683  
Accrued expenses     164,103       114,902  
Lease liabilities, operating - current     712,607       692,074  
Lease liabilities, finance - current     49,926       22,493  
Deferred revenues     2,927,808       2,754,064  
Earnout liabilities - current     -       700,000  
Notes payable - current     -       936,966  
Total current liabilities     4,386,782       6,002,482  
                 
Long-term liabilities:                
Notes payable - net of current portion     2,209,242       2,085,035  
Notes payable - related party     560,602       529,084  
Lease liabilities, operating - net of current portion     1,942,970       2,624,608  
Lease liabilities, finance - net of current portion     175,943       133,131  
Total long-term liabilities     4,888,757       5,371,858  
Total liabilities     9,275,539       11,374,340  
                 
Stockholders’ equity:                
Common stock, $0.001 par value, 25,000,000 shares authorized; 4,113,621 and 4,073,757 shares issued and outstanding at December 31, 2023 and 2022, respectively     4,114       4,074  
Additional paid-in capital     30,841,630       30,179,017  
Accumulated deficit     (21,095,023 )     (21,614,289 )
Total stockholders’ equity     9,750,721       8,568,802  
Total liabilities and stockholders’ equity   $ 19,026,260     $ 19,943,142  

 

 
 

 

INTELLINETICS, INC. and SUBSIDIARIES

Consolidated Statements of Income

 

   

For the Twelve Months Ended December 31,

 
    2023     2022  
             
Revenues:                
Sale of software   $ 100,260     $ 159,084  
Software as a service     5,133,215       4,017,409  
Software maintenance services     1,407,064       1,387,885  
Professional services     9,167,428       7,357,937  
Storage and retrieval services     1,078,414       1,094,613  
Total revenues     16,886,381       14,016,928  
                 
Cost of revenues:                
Sale of software     25,736       64,577  
Software as a service     889,135       701,433  
Software maintenance services     59,373       79,738  
Professional services     4,992,826       3,908,205  
Storage and retrieval services     355,356       353,817  
Total cost of revenues     6,322,426       5,107,770  
                 
Gross profit     10,563,955       8,909,158  
                 
Operating expenses:                
General and administrative     6,455,088       4,945,214  
Change in fair value of earnout liabilities     -       87,652  
Transaction costs     -       355,281  
Sales and marketing     2,026,871       1,971,493  
Depreciation and amortization     974,527       722,197  
                 
Total operating expenses     9,456,486       8,081,837  
                 
Income from operations     1,107,469       827,321  
                 
Other (expense) income                
Interest expense, net     (588,203 )     (803,294 )
                 
Total other (expense) income, net     (588,203 )     (803,294 )
                 
Net income   $ 519,266     $ 24,027  
                 
Basic net income per share:   $ 0.13     $ 0.01  
Diluted net income per share:   $ 0.11     $ 0.01  
                 
Weighted average number of common shares outstanding - basic     4,074,194       3,767,299  
Weighted average number of common shares outstanding - diluted     4,652,058       4,295,817  

 

 
 

 

INTELLINETICS, INC. and SUBSIDIARIES

Consolidated Statements of Cash Flows

 

   

For the Twelve Months Ended December 31,

 
    2023     2022  
             
Cash flows from operating activities:                
Net income   $ 519,266     $ 24,027  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     974,527       722,197  
Bad debt expense     77,211       42,129  
Loss on disposal of fixed assets     -       24,473  
Amortization of deferred financing costs     177,164       216,381  
Amortization of debt discount     22,045       102,400  
Amortization of right of use assets, financing     42,115       6,708  
Stock issued for services     198,124       57,500  
Stock option compensation     464,529       363,950  
Change in fair value of earnout liabilities     -       87,652  
Changes in operating assets and liabilities:                
Accounts receivable     (806,503 )     81,227  
Accounts receivable, unbilled     (724,427 )     (151,628 )
Parts and supplies     (37,051 )     3,470  
Prepaid expenses and other current assets     (101,799 )     (176,596 )
Accounts payable and accrued expenses     (200,444 )     173,480  
Operating lease assets and liabilities, net     6,158       25,351  
Deferred compensation     -       (100,828 )
Deferred revenues     173,744       486,885  
Total adjustments     265,393       1,964,751  
Net cash provided by operating activities     784,659       1,988,778  
                 
Cash flows from investing activities:                
Cash paid to acquire business, net     -       (6,383,269 )
Capitalization of internal use software     (436,837 )     (376,345 )
Purchases of property and equipment     (111,240 )     (200,980 )
Net cash used in investing activities     (548,077 )     (6,960,594 )
                 
Cash flows from financing activities:                
Payment of earnout liabilities     (700,000 )     (1,018,333 )
Proceeds from issuance of common stock     -       5,740,758  
Offering costs paid on issuance of common stock and notes     -       (746,342 )
Proceeds from notes payable     -       2,364,500  
Proceeds from notes payable - related parties     -       600,000  
Other net changes in finance lease assets and liabilities     (2,411 )     -  
Principal payments on financing lease liability     (34,954 )     (5,366 )
Repayment of notes payable     (980,450 )     (1,019,550 )
Net cash (used in) provided by financing activities     (1,717,815 )     5,915,667  
                 
Net (decrease) increase in cash     (1,481,233 )     943,851  
Cash - beginning of period     2,696,481       1,752,630  
Cash - end of period   $ 1,215,248     $ 2,696,481  
                 
Supplemental disclosure of cash flow information:                
Cash paid during the period for interest   $ 418,790     $ 496,805  
Cash paid during the period for income taxes   $ 21,667     $ 12,888  
                 
Supplemental disclosure of non-cash financing activities:                
Discount on notes payable for warrants   $ -     $ 169,900  
Discount on notes payable - related parties for warrants     -       43,113  
Right-of-use asset obtained in exchange for finance lease liability     107,610       160,990  
                 
Supplemental disclosure of non-cash investing activities relating to business acquisitions:                
Accounts receivable   $ -     $ 68,380  
Prepaid expenses     -       38,913  
Property and equipment     -       30,018  
Intangible assets     -       3,888,000  
Goodwill     -       3,466,934  
Accounts payable     -       (36,446 )
Deferred revenues     -       (1,072,530 )
Net assets acquired in acquisition     -       6,383,269  
Cash used in business acquisition   $ -     $ 6,383,269