8-K

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): August 15, 2022

WaveDancer, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-22405	54-1167364
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

12015 Lee Jackson Memorial Highway, Ste 210

Fairfax, VA 22033

(Address of principal executive offices, including zip code)

703-383-3000

(Registrant's telephone number, including area code)

(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:

☐ 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	WAVD	The Nasdaq Stock Market, LLC

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 August 15, 2022, WaveDancer, Inc. issued a press release announcing its financial results for the three months and six months ended June 30, 2022. A copy of this press release is attached as Exhibit 99.1 and incorporated by reference herein.

The attached press release includes non-GAAP financial measures relating to our results of operations and reconciliations of these non-GAAP measures to GAAP measures, as well as an explanation of how management uses these non-GAAP measures and the reasons why management views these measures as providing useful information for investors. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to these results should be carefully evaluated.

The information in Item 2.02 of this Report and the press release attached hereto as Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01         Financial Statement and Exhibits

Press Release dated August 15, 2022, captioned: “WaveDancer Releases Second Quarter 2022 Results – $500,000 of Revenue Recognized from Blockchain Platform Development as Company Nears Full Production; Revenue up 44% from First Quarter.”

Exhibit No.	Description
99.1	WAVD Press Release dated August 15, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

		WaveDancer, Inc.
Date: August 15, 2022	By:	/s/ Timothy G. Hannon
		Timothy G. Hannon
		Chief Financial Officer

EX-99.1

Exhibit 99.1

WaveDancer Releases Second Quarter 2022 Results

$500,000 of Revenue Recognized from Blockchain Platform Development as Company Nears Full Production; Revenue up 44% from First Quarter

FAIRFAX, VA, August 15,2022 – WaveDancer (NASDAQ: WAVD), reported its results for the second quarter ended June 30, 2022, which was characterized by continued investment in its software development team and strategic efforts focused on maintaining and growing profitability in the Company’s professional services work. The Company recognized significant revenues after achieving substantial project milestones on their key United States government contract to bring a blockchain-enabled supply chain and logistics platform into full production.

WaveDancer CEO Jamie Benoit commented, “The various investments we have made in WaveDancer are helping establish a strong foundation for growth. Our revenue has increased 44% from first quarter levels, while our gross profit has increased by 147%, in part due to the significant revenue recognized by our United States Government contracts. As we drive aggressively toward Authority to Operate our supply chain platform with our government customer, we are simultaneously readying our Maverix product for the broader commercial markets.”

Mr. Benoit continued, “Our focus on higher margin professional service opportunities, which resulted in our second quarter gross margin expanding to 30.9%, will continue in following quarters and establish a strong foundation upon which we can continue with our long-term strategic transformation into a leading technology company. I am optimistic, based on the strong interest we are hearing from customers, that our blockchain offering meets a large demand in the marketplace and am likewise optimistic about acquisition opportunities that will be immediately accretive.”

WaveDancer CFO Tim Hannon added, “The increase in expenses this quarter, in comparison to last year, was driven in part by one-time professional fees and other costs to conduct due diligence related to our intended acquisition of Knowmadics. The dramatic change in market sentiment during the first half of 2022 that made closing the transaction impossible was unfortunate, but ultimately in the best interests of our shareholders. Our strategic focus on profitability and investment in product development will ultimately allow us to emerge stronger and better positioned for the massive growth we expect in the blockchain and zero trust sector.”

Second Quarter 2022 Key Financial Items (all comparisons to prior year period unless otherwise noted)

● Total revenues decreased 8.8% to $4.3 million, compared with $4.7 million.

● Professional fees decreased 14.5% to $2.8 million down from $3.3 million.

● Gross profit decreased slightly to $0.93 million, compared with $0.96 million.

● Gross margin expanded to 30.9%; higher-margin professional fees accounted for 65.9% of revenues.

● Net loss of $(1.5) million, compared with net income of $0.04 million.

● Adjusted EBITDA of ($1.4) million, compared with $0.6 million

Six Months 2022 Key Financial Items (all comparisons to prior year period unless otherwise noted)

● Total revenues decreased to $7.3 million, compared with $8.2 million.

● Professional fees decreased to $4.9 million down from $5.8 million

● Gross margin improved significantly, increasing to 25.1%, compared with 24.2%; higher-margin professional fees accounted for 67.2% of revenues.

● Net loss of ($3.6) million, compared with a net income of $0.3 million

● Adjusted EBITDA of ($3.0) million, compared with $0.05 million.

About WaveDancer

WaveDancer (www.wavedancer.com), headquartered in Fairfax, Virginia, is a provider of zero trust software solutions, specializing in secure blockchain supply chain management (SCM), asset tracking and security. Our technologies are deployed and being used to help organizations manage very complex supply chain challenges. Initially developed to secure a complex international supply chain for a global U.S. Government (USG) national security organization, the technology has matured to address multiple operational capabilities. Customers are using the WaveDancer platform to gain unprecedented levels of accountability, auditability, and predictability from their data, while giving insights to their partners and suppliers through a controlled, distributed ledger that is immutable and can be trusted by all parties. The sophisticated blockchain technology is now available to the entirety of the USG through GovCloud.

Additional information for investors

This release may contain forward-looking statements regarding the Company's business, customer prospects, or other factors that may affect future earnings or financial results. Such statements involve risks and uncertainties which could cause actual results to vary materially from those expressed in the forward-looking statements. Investors should read and understand the risk factors detailed in the Company's 10-K for the fiscal year ended December 31, 2021 and in other filings with the Securities and Exchange Commission.

For additional information contact:

Jeremy Hellman, CFA

Vice President

The Equity Group

(212) 836-9626

jhellman@equityny.com

¹ Please see non-GAAP reconciliation on page 6

WAVEDANCER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

Unaudited

	Three Months Ended June 30,
	2022			2021
Revenues
Professional fees	$	2,844,694		$	3,328,274
Software sales		1,472,688			1,403,687
Total revenues		4,317,382			4,731,961
Cost of revenues
Cost of professional fees		1,965,611			2,397,895
Cost of software sales		1,421,990			1,378,138
Total cost of revenues		3,387,601			3,776,033
Gross profit		929,781			955,928
Selling, general and administrative expenses		3,240,388			819,193
Acquisition costs		356,159			82,756
Change in fair value of contingent consideration		(942,609	)		-
(Loss) income from operations		(1,724,157	)		53,979
Other income (expense):
Interest expense		(19,818	)		(15,226	)
Other income (expense), net		195			4,404
(Loss) income before provision for income taxes		(1,743,780	)		43,157
Income tax benefit		218,338			-
Net (loss) income	$	(1,525,442	)	$	43,157
Comprehensive (loss) income	$	(1,525,442	)	$	43,157
Basic (loss)/earnings per share	$	(0.09	)	$	-
Diluted (loss)/earnings per share	$	(0.09	)	$	-
Weighted average common shares outstanding
Basic		17,376,697			11,980,397
Diluted		17,376,697			12,665,267

3

WAVEDANCER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
Unaudited

	Six Months Ended June 30,
	2022			2021
Revenues
Professional fees	$	4,911,384		$	5,767,533
Software sales		2,401,510			2,384,008
Total revenues		7,312,894			8,151,541
Cost of revenues
Cost of professional fees		3,677,626			3,865,594
Cost of software sales		2,329,422			2,310,369
Total cost of revenues		6,007,048			6,175,963
Gross profit		1,305,846			1,975,578
Selling, general and administrative expenses		5,954,730			1,499,443
Acquisition costs		790,861			153,286
Change in fair value of contingent consideration		(930,000	)		-
(Loss) income from operations		(4,509,745	)		322,849
Other income (expense):
Interest expense		(39,137	)		(16,684	)
Other income (expense), net		789			7,807
(Loss) income before provision for income taxes		(4,548,093	)		313,972
Income tax benefit		944,344			-
Net (loss) income	$	(3,603,749	)	$	313,972
Comprehensive (loss) income	$	(3,603,749	)	$	313,972
Basic (loss)/earnings per share	$	(0.21	)	$	0.03
Diluted (loss)/earnings per share	$	(0.21	)	$	0.03
Weighted average common shares outstanding
Basic		17,335,979			11,633,464
Diluted		17,335,979			12,305,182

4

WAVEDANCER, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	Unaudited June 30, 2022			December 31, 2021
ASSETS
Current assets
Cash and cash equivalents	$	578,982		$	4,931,302
Accounts receivable		3,583,136			1,664,862
Prepaid expenses and other current assets		298,179			276,990
Total current assets		4,460,297			6,873,154
Intangible assets, net of accumulated amortization of $900,818 and $201,032		7,349,182			8,048,968
Goodwill		7,585,269			7,585,269
Right-of-use operating lease asset		582,500			672,896
Property and equipment, net of accumulated depreciation and amortization of $374,185 and $347,886		109,990			105,256
Other assets		77,100			77,100
Total assets	$	20,164,338		$	23,362,643
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,546,945		$	650,499
Accrued payroll and related liabilities		721,927			524,055
Commissions payable		250,227			224,250
Other accrued liabilities		562,428			204,080
Contract liabilities		165,843			186,835
Operating lease liability- current		199,553			192,128
Total current liabilities		3,446,923			1,981,847
Operating lease liability - non-current		405,763			507,120
Deferred income taxes		223,160			1,167,504
Other liabilities		1,374,137			2,265,000
Total liabilities		5,449,983			5,921,471
Stockholders' equity
Common stock at $0.001 and $0.01 par value; 100,000,000 shares authorized, 19,039,313 and 18,882,313 shares issued, 17,396,697 and 17,239,697 shares outstanding, as of June 30,2022 and December 31, 2021, respectively		19,039			18,882
Additional paid-in capital		32,666,239			31,789,464
Accumulated deficit		(17,040,712	)		(13,436,963	)
Treasury stock, 1,642,616 shares at cost		(930,211	)		(930,211	)
Total stockholders' equity		14,714,355			17,441,172
Total liabilities and stockholders' equity	$	20,164,338		$	23,362,643

5

Non-GAAP Financial Measures

In assessing the performance of our business, management utilizes a variety of financial and performance measures. The key measure is Adjusted EBITDA, a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) plus depreciation and amortization expense, net interest expense (income), and taxes, as further adjusted to eliminate the impact of, when applicable, expenses that are unusual or non-recurring that we believe do not reflect our core operating results. and non-cash stock-based compensation. We believe that Adjusted EBITDA is meaningful to our investors to enhance their understanding of our financial performance for the current period and our ability to generate cash flows from operations that are available for taxes, capital expenditures and debt service. We understand that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to compare our performance with the performance of other companies that report Adjusted EBITDA. Our calculation of Adjusted EBITDA, however, may not be comparable to similarly titled measures reported by other companies. When assessing our operating performance, investors and others should not consider this data in isolation or as a substitute for net income (loss) calculated in accordance with GAAP. Further, the results presented by Adjusted EBITDA cannot be achieved without incurring the costs that the measure excludes. A reconciliation of net income (loss) to Adjusted EBITDA, the most comparable GAAP measure, is provided below.

Reconciliation of Net (loss) income to Adjusted EBITDA (Unaudited)
	Three months ended					Six months ended
(in thousands)	June 30,					June 30,
	2022			2021		2022			2021
Net (loss) income	$	(1,525	)	$	314	$	(3,604	)	$	43
Adjustments:
Interest expense (income), net		20			11		38			9
Income taxes		(218	)		-		(944	)		-
Depreciation		13			7		26			12
Amortization		350			-		700			44
EBITDA		(1,360	)		332		(3,784	)		108
Non-cash stock-based compensation		530			112		842			140
Acquisition Costs		356			71		791			153
Change in FV of earnout		(943	)		-		(930	)		-
Post-employment agreement		-			36		-			71
Moving expense		-			8		-			8
Adjusted EBITDA	$	(1,417	)	$	559	$	(3,081	)	$	480

6

XML

Document And Entity Information	Aug. 15, 2022
Document Information [Line Items]
Entity, Registrant Name	WaveDancer, Inc.
Document, Type	8-K
Document, Period End Date	Aug. 15, 2022
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-22405
Entity, Tax Identification Number	54-1167364
Entity, Address, Address Line One	12015 Lee Jackson Memorial Highway, Ste 210
Entity, Address, City or Town	Fairfax
Entity, Address, State or Province	VA
Entity, Address, Postal Zip Code	22033
City Area Code	703
Local Phone Number	383-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	WAVD
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000803578