Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 30, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'WIDEPOINT CORP | ' | ' |
Entity Central Index Key | '0001034760 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Trading Symbol | 'wyy | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 72,965,329 | ' |
Entity Public Float | ' | ' | $45,536,000 |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | ' | $1,857,614 |
Accounts receivable, net of allowance for doubtful accounts of $30,038 and $76,886 in 2013 and 2012, respectively | 7,612,400 | 6,932,366 |
Unbilled accounts receivable | 1,561,030 | 2,969,450 |
Inventories | 61,338 | 286,920 |
Prepaid expenses and other assets | 533,944 | 482,389 |
Income taxes receivable | 763 | 138,575 |
Deferred income taxes | ' | 473,430 |
Total current assets | 9,769,475 | 13,140,744 |
NONCURRENT ASSETS | ' | ' |
Property and equipment, net | 1,545,951 | 1,428,323 |
Intangibles, net | 3,613,271 | 4,969,241 |
Goodwill | 16,618,467 | 16,618,467 |
Deferred income tax asset, net of current | 4,407,630 | 3,346,948 |
Deposits and other assets | 120,046 | 76,118 |
TOTAL ASSETS | 36,074,840 | 39,579,841 |
CURRENT LIABILITIES | ' | ' |
Line of credit advance | 916,663 | ' |
Short term note payable | 119,336 | 113,018 |
Accounts payable | 3,228,586 | 5,555,419 |
Accrued expenses | 4,407,286 | 3,539,710 |
Deferred revenue | 40,911 | 173,655 |
Income taxes payable | 217,982 | ' |
Deferred income taxes | 700,743 | ' |
Current portion of long-term debt | 1,150,455 | 1,102,741 |
Current portion of deferred rent | 78,525 | 51,196 |
Current portion of capital lease obligations | 45,125 | 42,878 |
Total current liabilities | 10,905,612 | 10,578,617 |
NONCURRENT LIABILITIES | ' | ' |
Long-term debt, net of current portion | 2,509,492 | 4,918,732 |
Capital lease obligation, net of current portion | 57,119 | 102,244 |
Deferred rent, net of current portion | 2,421 | 15,786 |
Deferred revenue | 82,494 | 25,231 |
Deposits and other liabilities | 1,964 | 1,964 |
Total liabilities | 13,559,102 | 15,642,574 |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 2,045,714 shares issued and none outstanding | ' | ' |
Common stock, $0.001 par value; 110,000,000 shares authorized; 63,907,357 and 63,751,857 shares issued and outstanding, respectively | 63,907 | 63,752 |
Additional paid-in capital | 69,867,491 | 69,594,390 |
Accumulated deficit | -47,415,660 | -45,720,875 |
Total stockholders' equity | 22,515,738 | 23,937,267 |
Total liabilities and stockholders' equity | $36,074,840 | $39,579,841 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ' | ' |
Allowance for doubtful accounts receivable (in dollars) | $30,038 | $76,886 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 2,045,714 | 2,045,714 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 110,000,000 | 110,000,000 |
Common stock, shares issued | 63,907,357 | 63,751,857 |
Common stock, shares outstanding | 63,907,357 | 63,751,857 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' |
REVENUES | $46,825,032 | $55,782,742 |
COST OF REVENUES (including amortization and depreciation of $1,462,995 and $1,511,267, respectively) | 34,713,471 | 41,920,161 |
GROSS PROFIT | 12,111,561 | 13,862,581 |
OPERATING EXPENSES | ' | ' |
Sales and Marketing | 3,125,867 | 2,741,799 |
General and Administrative Expenses (including share-based compensation of $227,035 and $217,611, respectively, and gain on change in fair value of contingent obligation of $1,250,000 and $900,000, respectively) | 9,872,655 | 9,820,695 |
Depreciation and Amortization | 288,333 | 281,310 |
Total Operating Expenses | 13,286,855 | 12,843,804 |
(LOSS) INCOME FROM OPERATIONS | -1,175,294 | 1,018,777 |
OTHER INCOME (EXPENSE) | ' | ' |
Interest Income | 7,364 | 4,881 |
Interest Expense | -175,358 | -294,244 |
Other Income (Expense) | 11,267 | 3,200 |
Total Other Income (Expense) | -156,727 | -286,163 |
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES | -1,332,021 | 732,614 |
INCOME TAX PROVISION (BENEFIT) | 362,764 | -99,687 |
NET (LOSS) INCOME | ($1,694,785) | $832,301 |
BASIC EARNINGS PER SHARE | ($0.03) | $0.01 |
BASIC WEIGHTED-AVERAGE SHARES OUTSTANDING | 63,802,275 | 63,474,871 |
DILUTED EARNINGS PER SHARE | ($0.03) | $0.01 |
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING | 63,802,275 | 63,758,632 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' |
Amortization and depreciation | $1,462,995 | $1,511,267 |
Share-based compensation expense | 227,035 | 217,611 |
Non-cash gain on change in fair value of contingent obligation included in general and administrative expense | $1,250,000 | $900,000 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Stock Warrants [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2011 | $22,836,152 | $63,227 | ' | $69,326,705 | ($46,553,780) |
Balance, shares at Dec. 31, 2011 | ' | 63,226,857 | ' | ' | ' |
Issuance of common stock - options exercises | 51,203 | 525 | ' | 50,074 | 604 |
Issuance of common stock - options exercises, shares | 525,000 | 525,000 | ' | ' | ' |
Issuance of common stock - restricted | 87,143 | ' | ' | 87,143 | ' |
Stock compensation expense | 130,468 | ' | ' | 130,468 | ' |
Net income | 832,301 | ' | ' | ' | 832,301 |
Balance at Dec. 31, 2012 | 23,937,267 | 63,752 | ' | 69,594,390 | -45,720,875 |
Balance, shares at Dec. 31, 2012 | 63,751,857 | 63,751,857 | ' | ' | ' |
Issuance of common stock - options exercises | 46,221 | 155 | ' | 46,066 | ' |
Issuance of common stock - options exercises, shares | 155,500 | 155,500 | ' | ' | ' |
Issuance of common stock - restricted | 87,143 | ' | ' | 87,143 | ' |
Stock compensation expense | 139,892 | ' | ' | 139,892 | ' |
Net income | -1,694,785 | ' | ' | ' | -1,694,785 |
Balance at Dec. 31, 2013 | $22,515,738 | $63,907 | ' | $69,867,491 | ($47,415,660) |
Balance, shares at Dec. 31, 2013 | 63,907,357 | 63,907,357 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net (loss) income | ($1,694,785) | $832,301 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Deferred income tax expense (benefit) | 113,491 | -81,823 |
Depreciation expense | 395,358 | 400,154 |
Provision for doubtful accounts | 75,389 | 25,070 |
Inventory write-downs | 199,992 | 52,056 |
Amortization of intangibles | 1,355,970 | 1,392,423 |
Amortization of deferred financing costs | 8,728 | 3,088 |
Share-based compensation expense | 227,035 | 217,611 |
Gain on change in fair value of contingent obligation | -1,250,000 | -900,000 |
Loss on disposal of equipment | ' | 667 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable and unbilled receivables | 652,997 | 570,883 |
Inventories | 25,590 | -170,984 |
Prepaid expenses and other current assets | -51,555 | 132,481 |
Other assets excluding deferred financing costs | -52,656 | 10,735 |
Accounts payable and accrued expenses | -1,438,975 | -1,155,681 |
Income tax payable | 355,794 | -138,575 |
Deferred revenue | -75,481 | -191,620 |
Other liabilities | ' | 1,964 |
Net cash (used in) provided by operating activities | -1,153,108 | 1,000,750 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Proceeds from settlement of net working capital requirement | ' | 76,539 |
Purchase of property and equipment | -512,986 | -316,833 |
Software development costs | ' | -132,437 |
Net cash used in investing activities | -512,986 | -372,731 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Advances on bank line of credit | 1,989,259 | 3,031,063 |
Repayments of bank line of credit advances | -1,072,596 | -3,031,063 |
Principal repayments of long term debt | -1,111,526 | -794,988 |
Principal repayments under capital lease obligations | -42,878 | -53,963 |
Debt issuance costs | ' | -8,000 |
Proceeds from exercise of stock options | 46,221 | 51,203 |
Net cash used in financing activities | -191,520 | -805,748 |
NET INCREASE IN CASH | -1,857,614 | -177,729 |
CASH, beginning of period | 1,857,614 | 2,035,343 |
CASH, end of period | ' | 1,857,614 |
SUPPLEMENTAL CASH FLOW INFORMATION | ' | ' |
Cash paid for interest | 205,762 | 216,824 |
Cash paid for income taxes | 10,774 | ' |
NONCASH INVESTING AND FINANCING ACTIVITIES | ' | ' |
Insurance policies financed by short term notes payable | 163,889 | 150,793 |
Acquisition of assets under capital lease obligation | ' | $176,177 |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 12 Months Ended | ||
Dec. 31, 2013 | |||
Organization and Nature of Operations [Abstract] | ' | ||
Organization and Nature of Operations | ' | ||
1 | Organization and Nature of Operations | ||
Organization | |||
WidePoint Corporation ("WidePoint" or the "Company") was incorporated as a C-Corporation in Delaware on May 30, 1997. The Company is a provider of information technology (IT) based products, services, and solutions. We offer secure, cloud-based, enterprise-wide information technology-based solutions that enable commercial markets, and federal and state government organizations, to deploy fully compliant IT services in accordance with government-mandated regulations and advanced system requirements. The Company has several offices located throughout the continental United States with its principal headquarters located in McLean, Virginia. | |||
Nature of Operations | |||
The Company has grown through the targeted acquisition of specialized information technology companies that now provide a complementary suite of products and services for our Managed Mobility Solutions (MMS) offering. The Company's MMS offers a portfolio of information technology based services and products with a set of streamlined mobile communications management, identity management, and consulting solutions that provide our customers with the ability to manage and protect their valuable communications assets and deploy compliant identity management solutions that provide secured virtual and physical access to restricted environments. Many of the Company's solutions are accessible on-demand through cloud computing and provide customers with the ability to remotely manage their workforce mobility and identity management requirements in accordance with internal policies, the marketplace and the demands of our customers. | |||
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Significant Accounting Policies [Abstract] | ' | ||||||||
Significant Accounting Policies | ' | ||||||||
2 | Significant Accounting Policies | ||||||||
Basis of Presentation | |||||||||
The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the financial statement rules and regulations of the Securities and Exchange Commission. | |||||||||
Principles of Consolidation | |||||||||
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company amounts have been eliminated in consolidation. | |||||||||
Segment Reporting | |||||||||
Segments are defined by authoritative guidance as components of a company in which separate financial information is available and is evaluated by the chief operating decision maker (CODM), or a decision making group, in deciding how to allocate resources and in assessing performance. Our CODM is our chief executive officer. | |||||||||
In fiscal 2012, the Company previously reported three operating segments: Managed Mobility Solutions, Cybersecurity Solutions, and Consulting and Support Services. Information technology solutions were historically segmented due to technological barriers which prevented delivery of an integrated technology solution to cover an end users mobility, security and network communications requirements.Over the last ten (10) years the proliferation of mobile computing drove the integration of our technology capabilities and solutions into a single MMS market. Our customers and the industry view our MMS market as a singular business and demand an integrated and scalable suite of information technology-based enterprise-wide solutions. The Company markets its workforce mobility technologies as a single MMS offering to all of its customers and prospects in a variety of industries with the primary goal of selling a complete solution. Our MMS offerings are set forth below: | |||||||||
§ | Telecom management services - Full life cycle management of wired and wireless assets. | ||||||||
§ | Mobile security management services - Full life cycle wired and wireless device access and application control management. | ||||||||
§ | Identity management services - Full life cycle wired and wireless (including cloud based services) authentication and information assurance services. | ||||||||
§ | Identity services - Device specific and individual digital certificates required for mobility and infrastructure access in the cloud or within a secured IT environment. | ||||||||
Services comprising the Company's MMS offerings have similar client service approaches, delivery costs and operational risks and are led by a project manager and a cross-functional service delivery team comprised of employees across all subsidiaries to deliver the Company's products and services to its customers. | |||||||||
The Company's CODM determined that its MMS business constitutes a single business activity and evaluates profitability on that basis and presents a single segment for purposes of financial reporting. | |||||||||
Use of Estimates | |||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring use of estimates and judgment relate to revenue recognition, accounts receivable valuation reserves, ability to realize intangible assets and goodwill, ability to realize deferred income tax assets, fair value of certain financial instruments and the evaluation of contingencies and litigation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. | |||||||||
Fair Value Measurements | |||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company's principal or, in the absence of a principal, most advantageous market for the specific asset or liability. GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows: | |||||||||
Level 1 - Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. | |||||||||
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: | |||||||||
§ | Quoted prices for similar assets or liabilities in active markets | ||||||||
§ | Quoted prices for identical or similar assets or liabilities in markets that are not active | ||||||||
§ | Inputs other than quoted prices that are observable for the asset or liability | ||||||||
§ | Inputs that are derived principally from or corroborated by observable market data by correlation or other means | ||||||||
Level 3 - Inputs that are unobservable and reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). The Company measured the fair value of contingent seller financed promissory notes presented on the consolidated balance sheets at fair value on a recurring basis using significantly unobservable inputs (Level 3) during the years ended December 31, 2013 and 2012. See Note 4 for additional information regarding financial liabilities carried at fair value. | |||||||||
The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred. See Note 4 for financial assets and liabilities subject to fair value measurements. | |||||||||
Business Combinations | |||||||||
The Company identifies the individual assets acquired and liabilities assumed in connection with a business combination and purchase consideration in each business combination. The Company utilizes third party valuation professionals to estimate the initial fair value of significant assets acquired and liabilities assumed. The Company assigns provisional values to purchase consideration, assets acquired and liabilities assumed on the date of purchase and may revise these provisional values if fair value estimates prepared by outside qualified third party valuation are materially difference. | |||||||||
The Company estimates the fair value of each using an acceptable valuation methodology which may include an income, market and/or cost approach. The Company generally assesses the estimated fair value of contingent obligations using a probability weighted income approach (discounted cash flow) valuation technique which requires the use of observable and unobservable inputs. Fluctuations in the fair value of contingent obligations are impacted by two unobservable inputs, management's estimate of the probability of the acquired company meeting the operating performance target and the estimated discount rate (a rate that approximates the Company's weighted average cost of capital). Significant increases (decreases) in either of those inputs in isolation would result in a significantly higher (lower) fair value measurement. Fair value is assessed for contingent obligations on a quarterly basis until such contingencies have been resolved and any changes in fair value are recorded as a gain or loss on change in fair value of contingent obligations within general and administrative expense. | |||||||||
See Note 3 for a detailed description of material business combinations and see Note 4 for changes in fair value of assets and liabilities recorded in connection with material business combinations that are measured on a recurring basis. | |||||||||
Significant Customers and Concentration of Credit Risk | |||||||||
Significant Customers | |||||||||
The Company has historically derived a significant portion of its revenues from its federal government customer base due to the large size of individual awards. Customers representing ten percent or more of annual consolidated revenues are set forth in the table below for the years ended: | |||||||||
YEAR ENDED | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
As a % of | As a % of | ||||||||
Customer Name | Revenues | Revenues | |||||||
Transportation Security Administration ("TSA") | 20 | % | 19 | % | |||||
Department of Homeland Security ("DHS") | 13 | % | 15 | % | |||||
Customers representing ten percent or more of consolidated trade accounts receivable receivables are set forth in the table below for the years ended: | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
As a % of | As a % of | ||||||||
Customer Name | Receivables | Receivables | |||||||
Transportation Security Administration ("TSA") | 19 | % | 12 | % | |||||
Department of Homeland Security ("DHS") | 8 | % | 19 | % | |||||
Bureau of Alcohol Tabacco and Firearms ("ATF") | 7 | % | 10 | % | |||||
U.S. Air Force ("USAF") | 14 | % | - | ||||||
Due to the nature of the Company's business and the relative size of certain contracts, which are entered into in the ordinary course of business, the loss of any single significant customer and/or a delay in the continuation of an existing or new contract award could have a material adverse effect on its results of operations. | |||||||||
Financial Instruments | |||||||||
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company maintains interest-bearing cash deposits and short-term overnight investments with a large financial institution. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents for purposes of these consolidated financial statements. Interest-bearing cash deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") up to a maximum of $250,000. At December 31, 2013, the Company had no deposits in excess of FDIC limits. At December 31, 2012, the Company had interest-bearing deposits with a large financial institution in excess of FDIC limits of approximately $2,548,000. | |||||||||
Accounts Receivable | |||||||||
The Company enters into standard master contract vehicles or an individual purchase requisitions with federal and state governments and their agencies. Federal contracts are bid on and awarded based on a cost plus fixed fee or fixed award fee, firm fixed price or time and materials basis. Federal and state government customer orders are covered by a contract vehicle or master services agreement and specific goods and services are generally submitted through task orders or purchase requisitions under a master contract or under an individual purchase requisition. | |||||||||
The Company enters into standard contractual arrangements with corporations using a master service agreement and customized statement of work which outlines the product or services purchased, optional products and services and standard pricing based on volume or an hourly rate. Consulting services are charged based upon standard professional rates dependent upon level of expertise of the professionals involved. Also, the Company enters into fee arrangements for which the fees earned are based on a percentage of savings or other measures as may be determined in the applicable contract. | |||||||||
Credit is extended based on evaluation of a customer's financial condition and, generally, collateral is not required. Accounts receivable are usually due within 30 to 60 days and are stated at amounts due from customers net of an allowance for doubtful accounts if deemed necessary. Customer account balances outstanding longer than the contractual payment terms are reviewed for collectability and after 90 days are considered past due unless arrangements were made at the time of the transaction that specified different payment terms. Upon specific review and its determination that a bad debt reserve may be required, the Company will reserve such amount if it views the account as potentially uncollectable. Customer account balances outstanding longer than 120 days are placed with a third party collection agency and a reserve is established. | |||||||||
The Company determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, the Company's previous loss history, the customer's current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The Company has not historically maintained a bad debt reserve for its federal government customers as it has not experienced any material or recurring bad debt charges and the nature and size of the contracts has not necessitated the Company's establishment of such a bad debt reserve. | |||||||||
Unbilled Accounts Receivable | |||||||||
Unbilled accounts receivable on time-and-materials contracts represent costs incurred and gross profit recognized near the period-end but not billed until the following period due to contractual terms or due to timing differences. Unbilled accounts receivable on fixed-price contracts predominantly consist of third party value added resale (VAR) of hardware and software products delivered but not invoiced at the end of the reporting period. Unbilled accounts receivable also consists of monthly managed services performed but not invoiced at the end of the reporting period. At December 31, 2013 and 2012 unbilled accounts receivable totaled approximately $1,561,000 and $2,969,000, respectively. | |||||||||
Inventories | |||||||||
Inventories consist of hardware components that will be used in custom identity management technology solutions and certain software licenses available for resale. Inventories are valued at the lower of cost, using first-in, first-out method, or market. The Company may record a write-down for inventories which have become obsolete or are in excess of anticipated demand or net realizable value. If future demand or market conditions for our products are less favorable than forecasted or if unforeseen technological changes negatively impact the utility of inventory, we may be required to record additional write-downs, which would adversely affect our gross profit. For the years ended December 31, 2013 and 2012 the Company recorded inventory write-downs related to obsolete inventory of approximately $199,900 and $52,000, respectively, in the consolidated statements of operations within cost of revenues. | |||||||||
Advance Billings and Customer Payments | |||||||||
Deferred revenue arises from advanced customer billings as permitted under contractual arrangements or from advanced payments from customers for monthly managed services. Certain federal and state governments and their agencies may prepay for services and/or VAR transactions in advance. These advance payments are recorded as deferred revenue and recognized as services are performed and/or devices delivered. Amounts recorded as deferred revenue are released the monthly services are complete at the end of the month. Our revenue recognition policy is below under the caption "revenue recognition." | |||||||||
Property and Equipment | |||||||||
Property and equipment (including assets acquired under capital lease arrangements) are stated at historical cost, net of accumulated depreciation and amortization. Depreciation and amortization expense is computed using the straight-line method over the estimated useful lives based upon the classification of the property and/or equipment or lease period for assets acquired under capital lease arrangements. The estimated useful lives of the assets are as follows: | |||||||||
Estimated | |||||||||
Useful Life | |||||||||
Land and building | 20 years | ||||||||
Computer hardware and software | 3 years | ||||||||
Furniture and fixtures | 5 years | ||||||||
Mobile equipment | 3 years | ||||||||
The Company assesses the recoverability of property and equipment by determining whether the depreciation of property and equipment over its remaining life can be recovered through projected undiscounted future cash flows. The amount of property and equipment impairment if any, is measured based on fair value and is charged to operations in the period in which property and equipment impairment is determined by management. As of December 31, 2013 and 2012, the Company's management has not identified any material impairment of its property and equipment. | |||||||||
Goodwill and Other Intangible Assets | |||||||||
The Company accounts for goodwill and other indefinite-lived intangible assets in accordance with ASC Topic 350 "Intangibles". Under ASC Topic 350, goodwill and certain indefinite-lived intangible assets are not amortized but are subject to an annual impairment test during the fourth quarter of each year, and between annual tests if indicators of potential impairment exist. The Company has elected to perform this review annually on December 31st of each calendar year. See Note 8 to the consolidated financial statements for additional discussion about annual impairment testing. | |||||||||
Included within other intangible assets are software development costs. The Company capitalizes costs related to software and implementation in connection with its internal use software systems including its Public Key Infrastructure (PKI) certificate issuance database and application. For software development costs (or "internally developed intangible assets") related to software products for sale, lease or otherwise marketed, significant development costs are capitalized from the point of demonstrated technological feasibility until the point in time that the product is available for general release to customers. Once the product is available for general release, capitalized costs are amortized based on units sold, or on a straight-line basis generally over a six-year period or such other such shorter period as may be required. | |||||||||
Revenue Recognition Principles | |||||||||
The Company has a standard internal process that is used to determine whether all required criteria for revenue recognition have been met. A summary of the Company's specific revenue recognition policies that apply to all of portfolio of services are as follows: | |||||||||
§ | Expense Management: Telecommunications expense management and device management services are delivered on a monthly basis based on a standard fixed pricing scale per user or device or other service utilization metric. Managed services are not interdependent and there are no undelivered elements in these arrangements. Revenue is recognized upon the completion of the delivery of monthly managed services. The Company also offers invoice management and payment services and resells third party products and services, which may subject the Company to credit risk as it is responsible for the payment of multiple billable arrangements by and between its customer and various carriers. The Company recognizes revenues and related costs on a gross basis for these arrangements as it has discretion in choosing providers, rate plans, hardware and devices provided to its customers. For arrangements in which the Company does not have such credit risk, it recognizes revenues and related costs on a net basis. This service is broadly classified as a managed service. | ||||||||
§ | Security: The Company issues its proprietary PKI identity credentialing software certificates to individuals or as an enterprise solution under which the customer issues the individual certificates. Certificates issued have a fixed life and cannot be modified or reissued. There is no obligation to provide post contract services in relation to certificates issued. Revenue is recognized from the sales of credentials to an individual or as an enterprise solution upon issuance; provided there are no other additional deliverables. Cost of Revenues includes general infrastructure support costs to maintain the continued issuance of credentials. This service is broadly classified as a managed service. | ||||||||
§ | Mobile Applications: The Company offers a standalone telecommunication expense management software instance under a perpetual license agreement with no right or obligation to provide subsequent maintenance, updates or modifications. Under these arrangements the customer is required to electronically download their unique software instance and host access to their software instance within their technology environment. There is no agreement to provide post contract support services. The earnings process is generally complete upon issuance or delivery of the software instance. The Company offers implementation services that are customized services that are not included in the price of the software instance. Revenue is recognized for implementation services based billable rates times hours incurred plus direct materials and other reimbursable costs incurred to provide services. This service is broadly classified as a managed service. | ||||||||
§ | User Support: The Company offers call centers with 24x7 emergency support and expert technical support which is delivered on a monthly basis based on a standard fixed pricing scale per ticket, user or device or other service utilization metric. Revenue is recognized upon the completion of the delivery of monthly managed services. This service is broadly classified as a managed service. | ||||||||
§ | Policies: Services performed include policy and contract permission based audits, accounts payable audits, and compliance reviews which are performed on a time and materials basis and contingent fee arrangement. Revenue on time and material arrangements is recognized to the extent of billable rates times hours delivered plus material and other reimbursable costs incurred to deliver consulting services. Revenue on contingent-fee arrangements are recognized upon customer acceptance of proposed billing. This service is broadly classified as a managed service. | ||||||||
§ | Consulting: The Company provides professional services on a project basis determined by our customers' specific requirements. The Company provides a variety of telecommunication management consulting services, traditional information technology and network consulting and security assurance services and charges a fee for time and materials incurred or a contingent-fee based on expected savings or other metric determined. This service is broadly classified as a professional service. | ||||||||
Income Taxes | |||||||||
The Company accounts for income taxes in accordance with authoritative guidance which requires that deferred tax assets and liabilities be computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. The guidance requires that the net deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized. The Company recognizes the impact of an uncertain tax position taken or expected to be taken on an income tax return in the financial statements at the amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized in the financial statements unless it is more likely than not of being sustained upon audit by the relevant taxing authority. | |||||||||
Basic and Diluted Earnings Per Share (EPS) | |||||||||
Basic EPS includes no dilution and is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution that could occur if securities or other contracts to issue common and restricted stock were exercised or converted into common and restricted stock. The number of incremental shares from assumed conversions of stock options, stock warrants and unvested restricted stock awards included in the calculation of diluted EPS was calculated using the treasury stock method. See Note 13 to the consolidated financial statements for computation of EPS. | |||||||||
Employee Stock-Based Compensation | |||||||||
The Company accounts for stock-based employee compensation arrangements under provisions of ASC 718-10. The Company recognizes the cost of employee stock awards granted in exchange for employee services based on the grant-date fair value of the award using a Black-Scholes option-pricing model, net of expected forfeitures. Those costs are recognized ratably over the vesting period. Each stock option has an exercise price equal to the market price of the Company's common stock on the date of grant and a contractual term of 10 years for grants issued prior to fiscal 2007 and 7 years for grants issued after fiscal 2007 from the date of grant. Stock options generally vest over 3-years from the date of grant. See Note 12 to the consolidated financial statements for additional information about stock based compensation programs. | |||||||||
Non-Employee Stock-Based Compensation | |||||||||
The Company accounts for stock-based non-employee compensation arrangements using the fair value recognition provisions of ASC 505-50, "Equity-Based Payments to Non-Employees" (formerly known as FASB Statement 123, Accounting for Stock-Based Compensation and "Emerging Issues Task Force" EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services). | |||||||||
Business_Combinations
Business Combinations | 12 Months Ended | ||
Dec. 31, 2013 | |||
Business Combinations [Abstract] | ' | ||
Business Combinations | ' | ||
3 | Business Combinations | ||
The Company did not consummate any business combinations during the years ended December 31, 2013 or 2012. | |||
On December 30, 2011, the Company together with its wholly-owned subsidiary, WidePoint Solutions Corp. (WSC), entered into an Asset Purchase Agreement ("APA") with Avalon Global Solutions (AGS), pursuant to which WSC acquired certain assets and assumed certain liabilities of AGS. Total purchase consideration paid was approximately $11.5 million, consisting of $3.5 million in cash, $4.0 million in bank loan proceeds, $1.0 million subordinated seller promissory note and a contingent subordinated seller promissory note ("contingent consideration") with a fair value of $3.0 million as of the acquisition date. In 2012, the Company finalized it fair value accounting and determined the estimated fair value of contingent consideration to be approximately $2.15 million, which revised purchase consideration from $11.5 million to $10.7 million and thereby reduced goodwill in connection with this business combination by approximately $850,000. In 2013, the Company remeasured the fair value of contingent consideration at zero, which revised purchase consideration from $10.7 million to $8.5 million. During the year ended December 31, 2013, the Company recognized a non-cash contingent gain on change in fair value of approximately $1,250,000. | |||
See Note 4 for changes in fair value of assets and liabilities recorded in connection with material business combinations that are measured on a recurring basis. | |||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
4 | Fair Value Measurements | ||||||||||||||||
The consolidated financial statements include financial instruments for which the fair market value may differ from amounts reflected on a historical basis. | |||||||||||||||||
Financial Liabilities Carried at Fair Value | |||||||||||||||||
The Company reports contingent seller financed promissory notes at fair value on the consolidated balance sheets. The Company assesses the estimated fair value of the contingent seller financed promissory note ("contingent consideration") using a probability weighted income approach (discounted cash flow) valuation technique. When preparing discounted cash flow models under the income approach, the Company uses internal forecasts to estimate future cash flows. The Company's internal forecasts are developed using observable (Level 2) and unobservable (Level 3) inputs. | |||||||||||||||||
The Company uses the expected weighted average cost of capital, estimated using a capital asset pricing model, to discount future cash flows. The Company's cost of equity estimate is developed using a combination of observable (Level 2) and unobservable (Level 3) inputs with appropriate adjustments that take into consideration our risk profile and other factors deemed appropriate. The Company believes the discount rates used appropriately reflect the risks and uncertainties associated with the probability of payout and market conditions generally and specifically in the Company's internally developed forecasts. | |||||||||||||||||
Fair value is assessed on a quarterly basis and any changes in estimated fair value are recorded as a non-operating change in fair value of contingent consideration in the consolidated statement of operations. Fluctuations in the fair value of contingent consideration are impacted by two unobservable inputs, management's estimate of the probability (which are greater than 75%) of the acquired company meeting the operating performance target and the estimated discount rate (a rate that approximates the Company's weighted average cost of capital). Significant increases (decreases) in either of those inputs in isolation would result in a significantly higher (lower) fair value measurement. Generally, a change in the assumption used for the probability of meeting the performance target is accompanied by a directionally similar change in the fair value of contingent consideration liability, whereas a change in assumption used for the estimated discount rate is accompanied by a directionally opposite change in the fair value of contingent consideration liability. | |||||||||||||||||
The following table summarizes the Company's financial liabilities measured at fair value on a recurring basis, categorized by GAAP's valuation hierarchy (as described in Note 2) at the end of each reporting period presented below: | |||||||||||||||||
Amount | Quoted Prices | Significant | |||||||||||||||
Recorded on | in Active | Other | Significant | ||||||||||||||
Consolidated | Markets for | Observable | Unobservable | ||||||||||||||
Balance | Identical Assets | Inputs | Inputs | ||||||||||||||
Sheets | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Liabilities as of December 31, 2013 Contingent obligation (1) | $ | - | - | - | $ | - | |||||||||||
Liabilities as of December 31, 2012 Contingent obligation (1) | $ | 1,250,000 | - | - | $ | 1,250,000 | |||||||||||
Changes in the fair value measurement of contingent seller financed promissory note using significant unobservable inputs classified as Level 3 and valuation method used to estimate fair values are set forth below as of and for the years ended: | |||||||||||||||||
YEAR ENDED | |||||||||||||||||
DECEMBER, 31 | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Balance, Beginning of Period | $ | 1,250,000 | $ | 2,150,000 | |||||||||||||
Total gains or losses for the period: | |||||||||||||||||
Non-cash gain on change in fair value of contingent obligation included in general and administrative expense (1) | (1,250,000 | ) | (900,000 | ) | |||||||||||||
Balance, End of Period | $ | - | $ | 1,250,000 | |||||||||||||
-1 | The Company determined the fair value of its contingent obligation based on a probability weighted discounted cash flow valuation technique. The potential probability for payout of contingent consideration is considered remote. | ||||||||||||||||
There were no transfers into or out of Level 3 for the years ended December 31, 2013 or 2012. | |||||||||||||||||
Financial Assets and Financial Liabilities Carried at Other Than Fair Value | |||||||||||||||||
The Company's financial instruments include cash equivalents, accounts receivable, short and long-term debt (except for contingent promissory notes) and other financial instruments associated with the issuance of the common stock. The carrying values of cash equivalents and accounts receivable approximate their fair value because of the short maturity of these instruments and past evidence indicates that these instruments settle for their carrying value. The carrying amounts of the Company's bank borrowings under its credit facility approximate fair value because the interest rates reflect current market rates. | |||||||||||||||||
Accounts_Receivable_and_Unbill
Accounts Receivable and Unbilled Accounts Receivable | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounts Receivable and Unbilled Accounts Receivable [Abstract] | ' | ||||||||
Accounts Receivable and Unbilled Accounts Receivable | ' | ||||||||
5 | Accounts Receivable and Unbilled Accounts Receivables | ||||||||
Accounts receivable consist of the following: | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Commercial | $ | 2,782,179 | $ | 2,546,268 | |||||
Government | 4,860,259 | 4,462,984 | |||||||
Gross accounts receivable | 7,642,438 | 7,009,252 | |||||||
Less: allowances for doubtful accounts | (30,038 | ) | (76,886 | ) | |||||
Accounts receivable, net | $ | 7,612,400 | $ | 6,932,366 | |||||
For the years ended December 31, 2013 and 2012, the Company had no recoveries of accounts receivable for which an allowance had been previously established. | |||||||||
Unbilled accounts receivable consist of the following: | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Commercial | $ | 435,230 | $ | 1,564,078 | |||||
Government | 1,125,800 | 1,405,372 | |||||||
Unbilled accounts receivable | $ | 1,561,030 | $ | 2,969,450 | |||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
6 | Property and Equipment | ||||||||
Major classes of property and equipment consisted of the following: | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Land and building | $ | 677,054 | $ | 677,054 | |||||
Computer hardware and software | 2,052,280 | 1,544,233 | |||||||
Furniture and fixtures | 218,939 | 214,000 | |||||||
Leasehold improvements | 368,596 | 368,596 | |||||||
Automobile | 2,400 | 2,400 | |||||||
Gross property and equipment | 3,319,269 | 2,806,283 | |||||||
Less: accumulated depreciation and amortization | (1,773,318 | ) | (1,377,960 | ) | |||||
Property and equipment, net | $ | 1,545,951 | $ | 1,428,323 | |||||
For the years ended December 31, 2013 and 2012, depreciation expense recorded was approximately $395,400 and $400,160, respectively. For the year ended December 31, 2013 there were no disposals of equipment. For the year ended December 31, 2012 there were disposals of fully depreciated equipment with gross historical cost and accumulated depreciation of approximately $206,900 and $206,200, respectively. For the years ended December 31, 2013 and 2012 there were no material sales of property and equipment. | |||||||||
The gross value of assets under capital leases at December 31, 2013 and 2012 were approximately $477,500, respectively. For the year ended December 31, 2013 there was no capital lease acquisitions, expiration or disposals of equipment leases. For the year ended December 31, 2012 we entered into an equipment capital lease agreement with a net present value of approximately $176,200. For the year ended December 31, 2012 there were disposals of certain expired equipment leases with a gross value and accumulated depreciation of approximately $130,700, respectively. Depreciation expense for leased equipment for the years ended December 31, 2013 and 2012 was approximately $58,700 and $66,700, respectively, and accumulated depreciation at December 31, 2013 and 2012 was $408,900 and $350,200, respectively. Total net book value of assets under capital leases at December 31, 2013 and 2012 was approximately $68,600 and $127,300, respectively. | |||||||||
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Intangible Assets [Abstract] | ' | ||||||||||||||
Intangible Assets | ' | ||||||||||||||
7 | Intangible Assets | ||||||||||||||
The Company has material intangible assets consisting of purchased intangibles and internally developed software used in the conduct of business. The following table summarizes purchased and internally developed intangible assets subject to amortization as follows: | |||||||||||||||
DECEMBER 31, 2013 | |||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Gross Carrying | Accumulated | Net Book | Amortization | ||||||||||||
Amount | Amortization | Value | Period | ||||||||||||
Customer Relationships | $ | 2,890,000 | $ | (1,405,000 | ) | $ | 1,485,000 | 6 | |||||||
Channel Relationships | 540,000 | (216,000 | ) | 324,000 | 4 | ||||||||||
Telecommunications Software | 2,450,000 | (1,089,667 | ) | 1,360,333 | 4 | ||||||||||
Cybersecurity Software | 669,171 | (530,486 | ) | 138,685 | 2 | ||||||||||
Trade Name and Trademarks | 225,000 | (179,750 | ) | 45,250 | 1 | ||||||||||
Non-Compete Agreements | 780,000 | (519,997 | ) | 260,003 | 2 | ||||||||||
$ | 7,554,171 | $ | (3,940,900 | ) | $ | 3,613,271 | |||||||||
For the year ended December 31, 2013 there were no acquisitions or disposals of intangible assets. For the year ended December 31, 2013, the Company did not complete any business combinations or purchase intangible assets from a third party. | |||||||||||||||
DECEMBER 31, 2012 | |||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Gross Carrying | Accumulated | Net Book | Amortization | ||||||||||||
Amount | Amortization | Value | Period | ||||||||||||
Customer Relationships | $ | 2,890,000 | $ | (1,005,835 | ) | $ | 1,884,165 | 7 | |||||||
Channel Relationships | 540,000 | (108,000 | ) | 432,000 | 5 | ||||||||||
Telecommunications Software | 2,450,000 | (700,000 | ) | 1,750,000 | 5 | ||||||||||
Cybersecurity Software | 669,171 | (348,344 | ) | 320,827 | 3 | ||||||||||
Trade Name and Trademarks | 225,000 | (22,750 | ) | 202,250 | 2 | ||||||||||
Non-Compete Agreements | 780,000 | (400,001 | ) | 379,999 | 3 | ||||||||||
$ | 7,554,171 | $ | (2,584,930 | ) | $ | 4,969,241 | |||||||||
During the year ended December 31, 2012, the Company completed its determination of the fair value of intangibles acquired in connection with a business combination, increased the value of identified intangible assets from $4,492,428 to $5,320,000 as of December 31, 2012 and increased the useful lives of acquired intangibles from provisional estimates. See Note 3 for additional information about the fair value adjustments recorded to intangible assets in connection with this business combination. | |||||||||||||||
For the year ended December 31, 2012, the Company recorded capitalized software costs related to our Cybersecurity software totaling approximately $132,000. For the year ended December 31, 2012 there were disposals of fully amortized customer relationships, telecommunications software and cybersecurity software intangibles with gross historical cost and accumulated amortization of approximately $1.1 million, $0.5 million and $1.2 million, respectively. The total weighted average life of purchased and internally developed intangible assets is approximately 6.0 years and 2.0 years, respectively, at December 31, 2013. | |||||||||||||||
The following table summarizes reflects estimated future amortization for purchased intangible assets for fiscal years ending December 31: | |||||||||||||||
2014 | $ | 1,120,385 | |||||||||||||
2015 | 737,552 | ||||||||||||||
2016 | 691,167 | ||||||||||||||
2017 | 569,167 | ||||||||||||||
2018 | 247,500 | ||||||||||||||
Thereafter | 247,500 | ||||||||||||||
Total | $ | 3,613,271 | |||||||||||||
The aggregate amortization expense recorded was approximately $1,356,000 and $1,392,400 for the years ended December 31, 2013 and 2012, respectively. |
Goodwill
Goodwill | 12 Months Ended | ||
Dec. 31, 2013 | |||
Goodwill [Abstract] | ' | ||
Goodwill | ' | ||
8 | Goodwill | ||
The Company evaluates goodwill for impairment annually as of December 31st and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test or bypass the qualitative assessment for any reporting period and proceed to performing the first step of the two-step goodwill impairment test. The Company elected to bypass the qualitative assessment for the fiscal year ended December 31, 2013. | |||
Goodwill impairment testing involves management judgment, requiring an assessment of whether the carrying value of the reporting unit can be supported by its fair value using widely accepted valuation techniques. The quantitative goodwill impairment test utilizes a two-step approach. The first step identifies whether there is potential impairment by comparing the fair value of a reporting unit to the carrying amount, including goodwill. If the fair value of a reporting unit is less than its carrying amount, the second step of the impairment test is required to measure the amount of any impairment loss. | |||
The Company uses a combination of the income approach (discounted cash flow method) and market approach (market multiples). When preparing discounted cash flow models under the income approach, the Company uses internal forecasts to estimate future cash flows expected to be generated by the reporting units. Our internal forecasts are developed using observable (Level 2) and unobservable (Level 3) inputs. Actual results may differ from forecasted results. When preparing the market approach the Company may adjust market multiples to reflect the Company's risk profile and other factors deemed appropriate to properly apply the market approach. | |||
The Company uses the expected weighted average cost of capital, estimated using a capital asset pricing model, to discount future cash flows for each reporting unit. Our cost of equity estimate is developed using a combination of observable (Level 2) and unobservable (Level 3) inputs with appropriate adjustments that take into consideration our risk profile and other factors deemed appropriate. The Company believes the discount rates used appropriately reflect the risks and uncertainties in the financial markets generally and specifically in the Company's internally developed forecasts. Further, to assess the reasonableness of the valuations derived from the discounted cash flow models, the Company also analyzes market-based multiples for similar industries of the reporting unit, where available. | |||
As of December 31, 2013 and 2012, goodwill was not impaired and there were no accumulated impairment losses. | |||
There were no changes in goodwill for the years ended December 31, 2013 or 2012. | |||
Line_of_Credit_and_Long_Term_D
Line of Credit and Long Term Debt | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Line of Credit and Long Term Debt [Abstract] | ' | ||||||||
Line of Credit and Long Term Debt | ' | ||||||||
9 | Line of Credit and Long Term Debt | ||||||||
Commercial Loan Agreement Facility | |||||||||
On December 30, 2011, the Company entered into a new Commercial Loan Agreement (collectively referred to as the "Cardinal Loans") to obtain a $4.0 million term loan (the "$4.0 Million Term Loan") and to increase the revolving line of credit for net working capital from $5.0 million to $8.0 million (the "$8.0 Million Revolver"). | |||||||||
On December 21, 2012, the Company entered into a First Modification to Cardinal Loans that (i) extended the repayment date of the revolving credit facility from June 30, 2013 to June 30, 2014; (ii) modified our target net worth requirement from $5.5 million to $4.0 million as of December 31, 2012 and revised target net worth requirement from $5.5 million to $4.5 million as of December 31, 2013 (representing a reduction from the prior-existing $5.5 million target); and (iii) eliminated the Funded Debt to EBITDA covenant. Under the terms of the Cardinal Loans, the lender has the ability to require the Company to immediately settle a portion or all of any outstanding loan balances in event of non-compliance with the terms of the loan agreement. | |||||||||
Advances made under the $4.0 Million Term Loan bear interest at 4.5% with monthly principal and interest payments of $74,694 and matures on December 30, 2016. Term loan advances were used to fund a portion of the purchase consideration paid in connection with the AGS business combination that closed on December 31, 2011. | |||||||||
Advances made under the $8.0 Million Revolver bear interest at a variable rate equal to the prime rate plus 0.5% and matures on June 30, 2014. For the year ended December 31, 2013 there were advances of approximately $2.0 million and repayments of approximately $1.1 million. For the year ended December 31, 2012 there were advances and repayments of approximately $3.0 million, respectively. The commercial revolving line of credit capacity is based on eligible government and commercial accounts receivable (including unbilled accounts receivable) which are defined as customer balances aged less than 90 days. | |||||||||
Long-Term Debt | |||||||||
Long-term debt consisted of the following: | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Cardinal Bank Mortgage Dated December 17, 2010 (1) | $ | 484,532 | $ | 499,938 | |||||
Cardinal Bank Term Note Dated December 31, 2011 (2) | 2,508,748 | 3,271,535 | |||||||
Contingent Obligation Subordinated Seller Financed Promissory Note Dated December 31, 2011 (3) | - | 1,250,000 | |||||||
Non-Contingent Obligation Subordinated Seller Financed | |||||||||
Promissory Note Dated December 31, 2011 (4) | 666,667 | 1,000,000 | |||||||
Total | 3,659,947 | 6,021,473 | |||||||
Less: current portion | (1,150,455 | ) | (1,102,741 | ) | |||||
Long-term debt, net of current portion | $ | 2,509,492 | $ | 4,918,732 | |||||
(1) On December 17, 2010, the Company entered into a real estate purchase agreement to acquire an operations center facility in Columbus, Ohio for approximately $677,000. In connection with the real estate purchase agreement the Company entered into a $528,000 ten-year mortgage with Cardinal Bank to fund the unpaid portion of the purchase price. The mortgage loan bears interest at 6.0% with monthly principal and interest payments of approximately $3,800, and matures on December 17, 2020. The mortgage loan principal and interest payments are based on a twenty-year amortization with the unpaid balance due at maturity. The mortgage loan is secured by the real estate. | |||||||||
(2) On December 31, 2011, the Company entered into a $4 million 5-year term note with Cardinal Bank to fund a portion of the purchase price paid in connection with the asset purchase agreement with AGS dated December 30, 2011. The term note bears interest at 4.50% with monthly principal and interest payments of approximately $74,694, and matures on December 30, 2016. The term note is secured under a corporate security agreement. | |||||||||
(3) On December 31, 2011, the Company entered into a subordinated 3-year term contingent promissory note ("contingent obligation") with a face value of $3.0 million with AGS to fund a portion of the purchase price paid in connection with the asset purchase agreement dated December 30, 2011. The Company carries this contingent obligation at fair value on the consolidated balance sheet. AGP floor and ceiling targets were not meet in fiscal 2012 which entitled the Company to reduce the face value of the contingent obligation by $0.9 million to a fair value of $1.25 million. AGS can earn up to $1.5 million in fiscal 2013 with the attainment of AGP of $6,752,000. The Company revised its fourth quarter 2013 forecasted AGP to reflect lower projected revenue growth from slower implementation of recently sold services. The Company believes these factors made it remote that the 2013 AGP target of $6,752,000 would be reached and accordingly revised the fair value of its contingent obligation to a zero at December 31, 2013. This contingent obligation is subordinated to the senior bank financing. | |||||||||
(4) On December 31, 2011, the Company entered into a $1 million subordinated 3-year term non-contingent promissory note ("term note" or "non-contingent obligation") with AGS to fund a portion of the purchase price paid in connection with the asset purchase agreement with Avalon Global Solutions, Inc. dated December 30, 2011. The term note bears interest at 3.0% with estimated remaining annual principal payments of $333,333 and $333,334 payable on April 15, 2014 and 2015, respectively, and matures on April 15, 2015. The Company paid the first installment due on April 15, 2013. The term notes are subordinated to the senior bank financing. | |||||||||
Future repayments on long-term debt are as follows for fiscal years ending December 31: | |||||||||
2014 | $ | 1,150,455 | |||||||
2015 | 1,186,309 | ||||||||
2016 | 892,443 | ||||||||
2017 | 20,187 | ||||||||
2018 | 21,432 | ||||||||
Thereafter | 389,121 | ||||||||
Total | $ | 3,659,947 | |||||||
Debt Covenant Compliance | |||||||||
The credit facility requires the Company to maintain certain financial covenants, including maintaining (i) a debt service ratio of at least 1.2:1.0, (ii) a tangible net worth of at least $4.5 million at December 31, 2013 and (iii) a current ratio of at least 1.1:1.0. As of December 31, 2013, the Company was not in full compliance with these financial covenants and obtained a waiver from its financial institution as of December 31, 2013. The Company obtained from its lender a waiver of non-compliance with regard to its financial covenants as of December 31, 2013. On March 3, 2014, the Company completed a public offering which immediately brought the Company into compliance with its tangible net worth and current ratio financial covenants. See Note 15 for additional information regarding the Company's recent public offering. | |||||||||
Capital Lease Obligations | |||||||||
The Company has leased certain equipment under capital lease arrangements which expire in 2016. For the year ended December 31, 2013 the Company did not enter into any capital lease agreements. For the year ended December 31, 2012 the Company entered into an equipment capital lease agreement with a net present value of approximately $176,200. For the year ended December 31, 2012 there were disposals of certain expired equipment leases with a gross value and accumulated depreciation of approximately $130,700, respectively. The following sets forth the Company's future obligations under capital lease agreement for fiscal years ending December 31: | |||||||||
2013 | $ | 51,364 | |||||||
2014 | 51,464 | ||||||||
2015 | 9,243 | ||||||||
2016 | - | ||||||||
Thereafter | - | ||||||||
Total | 112,071 | ||||||||
Less portion representing interest | (9,827 | ) | |||||||
Present value of minimum lease payments under capital lease agreements | 102,244 | ||||||||
Less current portion | (45,125 | ) | |||||||
Capital lease obligations, net of current portion | $ | 57,119 | |||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
10 | Income Taxes | ||||||||
The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". Under ASC 740, deferred tax assets and liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. ASC 740 requires that the net deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized. | |||||||||
As of December 31, 2013, the Company had gross net operating loss (NOL) carry forwards of approximately $15.9 million available to offset future taxable income for federal income tax purposes, net of the potential limitation discussed below. These federal NOL carry forwards expire between 2017 and 2033. The Company had gross state NOL carry forwards of approximately $13.0 million available to offset future taxable income for state income tax purposes. These state NOL carry forwards expire between 2020 and 2029. During fiscal 2013 the Company experienced a significant delay in realizing revenues related to its first quarter 2013 DHS BPA award of up to $600 million due to a protest by an unsuccessful bidder. The Company was notified in December 2013 the protest was denied and the sole source BPA award was reaffirmed and that the stay of work had been lifted. The delays coupled with strategic investments in marketing and sales and infrastructure investments resulted in a net tax loss for fiscal 2013. Management believes based upon the positive prospects for the Company's DHS BPA award that recorded net deferred tax assets will be utilized in future periods and no valuation allowance is required. | |||||||||
Under the provision of the U.S. Tax Reform Act of 1986, a change in an entity's ownership of 50 percent or greater may limit utilization of federal net operating loss carry forwards. The Company had a series of historical equity transactions that resulted in a change in control. The Company's net operating losses will be subject to such limitations and may not be available to offset future income for tax purposes. Utilization of the NOL carryforwards will be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986 and similar state provisions due to ownership change limitations that have occurred. In general, an ownership change, as defined by Section 382, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. An analysis was performed which indicated that multiple ownership changes have occurred in previous years which created annual limitations on our ability to utilize NOL and tax credit carryovers. Such limitations will result in approximately $4.9 million reduction in gross NOL carry forwards available to offset future taxable income for federal income tax purposes. | |||||||||
No tax benefit has been associated with the exercise of stock options for the years ended December 31, 2013 or 2012, respectively, because of the existence of net operating loss carryforwards in accordance with the with-and-without approach the Company elected to follow as part of its adoption of FASB123R during the first quarter of 2006. There will be no credit to additional paid in capital for such until the associated benefit is realized through a reduction of income taxes payable. The tax benefit associated with the exercise of stock options included in NOL's that will be credited to additional paid-in capital when the NOL's are used to reduce taxes currently payable is approximately $1,550,000. | |||||||||
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. As of December 31, 2013, the Company had no unrecognized tax benefits. While the Company does not have any material interest and penalties in the periods presented, the Company's policy is to recognize such expenses as tax expense. | |||||||||
The Company files U.S. federal income tax returns with the Internal Revenue Service ("IRS") as well as income tax returns in various states. The Company may be subject to examination by the IRS for tax years 2003 through 2013. Additionally, the Company may be subject to examinations by various state taxing jurisdictions for tax years 2003 through 2013. As of December 31, 2013, the Company is currently not under examination by the IRS or any state tax jurisdiction. | |||||||||
Provision for income taxes is as follows for the years ended: | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Current provision (benefit) | |||||||||
Federal | $ | - | $ | - | |||||
State | 249,273 | (17,864 | ) | ||||||
Total | 249,273 | (17,864 | ) | ||||||
Deferred provision (benefit) | |||||||||
Federal | 96,180 | (33,748 | ) | ||||||
State | 17,311 | (48,075 | ) | ||||||
Total | 113,491 | (81,823 | ) | ||||||
Income tax provision (benefit) | $ | 362,764 | $ | (99,687 | ) | ||||
The provision (benefit) for income taxes results in effective rates, which differs from the federal and state statutory rate as follows for the years ended: | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Statutory federal income tax rate | 34 | % | 34 | % | |||||
State income tax rate (net of federal benefit) | -8.8 | % | 3.1 | % | |||||
Non-deductible expenses | -2.4 | % | 3.1 | % | |||||
Change in valuation allowance | 0 | % | -3.9 | % | |||||
Adjustments to state net operating losses | 0 | % | -7.8 | % | |||||
Adjustments to share-based compensation | -53.8 | % | 3.5 | % | |||||
Change in fair value of contingent consideration | 0 | % | -44.5 | % | |||||
Section 382 limitation | |||||||||
Return to accrual difference true-ups | 1.6 | % | -0.1 | % | |||||
Combined effective tax rate | -29.4 | % | -12.6 | % | |||||
The deferred tax assets (liabilities) consisted of the following: | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 4,985,548 | $ | 4,818,357 | |||||
Alternative minimum tax credit | 45,650 | 45,650 | |||||||
Share-based compensation | 381,123 | 509,043 | |||||||
Intangibles | 714,354 | 195,535 | |||||||
Depreciation | 46,373 | 54,222 | |||||||
Other assets | 166,642 | 156,617 | |||||||
Total deferred tax assets | 6,339,690 | 5,779,424 | |||||||
Less: valuation allowance | (712,847 | ) | (849,654 | ) | |||||
Total deferred tax assets, net | 5,626,843 | 4,929,770 | |||||||
Deferred tax liabilities: | |||||||||
Goodwill amortization | 1,886,197 | 1,106,326 | |||||||
Capitalized software costs | 33,759 | 3,066 | |||||||
Total deferred tax liabilities | 1,919,956 | 1,109,392 | |||||||
Net deferred tax asset (liability) | $ | 3,706,887 | $ | 3,820,378 | |||||
Changes in the valuation allowance for the years ended were as follows: | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Beginning balance | $ | (849,654 | ) | $ | (880,384 | ) | |||
Decreases (Increases) | (6,431 | ) | 30,730 | ||||||
Ending balance | $ | (856,085 | ) | $ | (849,654 | ) | |||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |
Dec. 31, 2013 | ||
Stockholders' Equity [Abstract] | ' | |
Stockholders' Equity | ' | |
11 | Stockholders' Equity | |
Preferred Stock | ||
The Company's Certificate of Incorporation authorizes the Company to issue up to 10,000,000 shares of preferred stock, $0.001 par value per share. Under the terms of the Company's Certificate of Incorporation, the board of directors is authorized, subject to any limitations prescribed by law, without stockholder approval, to issue such shares of preferred stock in one or more series. Each such series of preferred stock shall have such rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be determined by the board of directors. In November 2004, the Company filed a certificate of designation designating 2,045,714 shares of the Company's preferred stock as shares of Series A Convertible Preferred Stock, which shares were later issued. All of the shares of Series A Convertible Preferred Stock that was issued has been converted into common stock and may not be reissued. Accordingly, as of December 31, 2013, there were 7,945,286 undesignated shares of preferred stock remaining available for issuance. | ||
Common Stock | ||
The Company is authorized to issue 110,000,000 shares of common stock, $.001 par value per share. As of December 31, 2013, there were 63,907,357 shares of common stock outstanding. For the year ended December 31, 2013, the Company issued 155,500 common shares in connection with stock option exercises. See Note 12 for additional information regarding stock based compensation plans. | ||
Executive Restricted Stock Awards | ||
On November 18, 2010, the Company's Compensation Committee granted Steve L. Komar and James T. McCubbin each an award of 250,000 shares of restricted stock of the Company. Each of the foregoing awards of restricted stock vest upon the earlier to occur of (a) the seventh anniversary date of the grant, or (b) an acceleration event as determined on the date of grant by the Compensation Committee and set forth in the award agreement with respect to such grant. Acceleration events include change of control, termination by the Company without Cause (as defined in the applicable award agreement) or by the individual for Good Reason (as defined in the applicable award agreement), non-renewal of the employment contract for the respective individual on substantially similar terms, death or disability of the individual, as well as the Company's achievement of certain levels of revenue, and the Company's achievement of certain earnings before interest, taxes, amortization targets. These option awards are separately disclosed and are excluded from the information and tables presented in Note 12 below. | ||
Stock_Options_and_Award_Progra
Stock Options and Award Programs | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stock Options and Award Programs [Abstract] | ' | ||||||||||||
Stock Options and Award Programs | ' | ||||||||||||
12 | Stock Options and Award Programs | ||||||||||||
The Company's stock incentive plan is administered by the Compensation Committee and authorizes the grant or award of incentive stock options, non-qualified stock options, restricted stock awards, stock appreciation rights, dividend equivalent rights, performance unit awards and phantom shares. The option awards are for the period from 1999 through 2013. The Company issues new shares of common stock upon the exercise of stock options. Any shares associated with forfeited options are added back to the number of shares that underlie stock options to be granted under the stock incentive plan. | |||||||||||||
The Company adopted the 2008 Stock Incentive Plan (the "2008 Plan") on December 18, 2008. The 2008 Plan was enacted to (a) provide incentive to officers and key employees of the Company and its affiliates to stimulate their efforts toward the continued success of the Company and to operate and manage the business in a manner that will provide for the long-term growth and profitability of the Company; (b) encourage stock ownership by directors, officers and key employees by providing them with a means to acquire a proprietary interest in the Company, acquire shares of the Company's common stock, or to receive compensation which is based upon appreciation in the value of the Company's common stock; and (c) provide a means of obtaining, rewarding and retaining key personnel and consultants. The 2008 Plan was amended and restated on December 15, 2009. Under the 2008 Plan, 6,578,049 shares were reserved for issuance under equity incentive awards to be issued pursuant to the 2008 Plan. The 2008 Plan will terminate on December 17, 2017. As of December 31, 2013 there were approximately 2,363,000 shares available for issuance under the 2008 Plan. | |||||||||||||
1997 Director's Formula Stock Option Plan | |||||||||||||
Under the 1997 Director's Formula Stock Option Plan (the "1997 Director Plan"), as amended, 120 thousand shares were reserved for issuance under the plan. The 1997 Director Plan provided for option grants to purchase 12,000 shares of common stock upon a non-employee director's initial appointment to the Board of Directors. Options granted under the Director Plan vest immediately to 8,000 shares of common stock underlying such options, vest to an additional 2,000 shares after the director's completion of the first year of continued service to the Company, and vest to the remaining 2,000 shares after the completion of the second year of continued service to the Company. | |||||||||||||
Each option granted pursuant to the Director Plan was evidenced by an agreement and is subject to additional terms as set forth in the agreement. Options become exercisable when vested and expire ten years after the date of grant, subject to any shorter period that may be provided in the agreement. | |||||||||||||
Stock Option Plan Activity | |||||||||||||
A summary of the stock option and restricted stock award activity under the Company's stock plans during the years ended December 31, 2013 and 2012 is presented below for non-vested options: | |||||||||||||
Weighted | Weighted | ||||||||||||
Average Grant | Average | ||||||||||||
# of | Date Fair Value | Remaining | |||||||||||
NON-VESTED OPTIONS | Shares | per Share | Option Life | ||||||||||
Non-vested balances, January 1, 2012 | 840,000 | $ | 0.7 | ||||||||||
Granted | 400,000 | $ | 0.43 | ||||||||||
Vested | (340,000 | ) | $ | 0.64 | |||||||||
Non-vested balances, December 31, 2012 | 900,000 | $ | 0.6 | 3.58 | |||||||||
Weighted | Weighted | ||||||||||||
Average Grant | Average | ||||||||||||
# of | Date Fair Value | Remaining | |||||||||||
NON-VESTED OPTIONS | Shares | per Share | Option Life | ||||||||||
Non-vested balances, January 1, 2013 | 900,000 | $ | 0.6 | ||||||||||
Granted | 1,650,000 | $ | 0.18 | ||||||||||
Cancelled | (650,000 | ) | $ | 0.22 | |||||||||
Non-vested balances, December 31, 2013 | 1,900,000 | $ | 0.36 | 2.3 | |||||||||
A summary of the stock option and restricted stock award activity under the Company's stock plans during the years ended December 31, 2013 and 2012 is presented below for options outstanding and exercisable: | |||||||||||||
Weighted | Weighted | ||||||||||||
Average | Average | ||||||||||||
# of | Exercise Price | Remaining | |||||||||||
OUTSTANDING AND EXERCISABLE | Shares | per Share | Option Life | ||||||||||
Options outstanding, January 1, 2012 | 3,362,000 | $ | 0.64 | ||||||||||
Issued | 400,000 | $ | 0.69 | ||||||||||
Canceled | (25,000 | ) | $ | 0.54 | |||||||||
Exercised | (525,000 | ) | $ | 0.08 | |||||||||
Options outstanding, December 31, 2012 | 3,212,000 | $ | 0.74 | 2.7 | |||||||||
Options outstanding and exercisable, | |||||||||||||
31-Dec-12 | 2,312,000 | $ | 0.67 | 1.91 | |||||||||
Weighted | Weighted | ||||||||||||
Average | Average | ||||||||||||
# of | Exercise Price | Remaining | |||||||||||
OUTSTANDING AND EXERCISABLE | Shares | per Share | Option Life | ||||||||||
Options outstanding, January 1, 2013 | 3,212,000 | $ | 0.74 | ||||||||||
Issued | 1,650,000 | $ | 0.52 | ||||||||||
Canceled | (690,000 | ) | $ | 0.59 | |||||||||
Expired | (680,000 | ) | $ | 0.55 | |||||||||
Exercised | (155,500 | ) | $ | 0.3 | |||||||||
Options outstanding, December 31, 2013 | 3,336,500 | $ | 0.72 | 3.85 | |||||||||
Options outstanding and exercisable, December 31, 2013 | 1,436,500 | $ | 0.76 | 1.83 | |||||||||
Aggregate intrinsic value represents total pretax intrinsic value (the difference between WidePoint's closing stock price on December 31, 2013 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2013. The intrinsic value will change based on the fair market value of WidePoint's stock. The total intrinsic value of options outstanding and exercisable as of December 31, 2013 were approximately $3.1 million and $1.3 million, respectively. The total intrinsic value of options exercised were $89,700 and $305,250 during the year ended December 31, 2013 and 2012, respectively. | |||||||||||||
The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model ("Black-Scholes model"), which uses the assumptions of no dividend yield, risk free interest rates and expected life as shown in the table below. Expected volatilities are based on the historical volatility of our common stock. The expected term of options granted is based on analyses of historical employee termination rates and option exercises. The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. Significant option model assumptions were as follows for options granted during the years ended: | |||||||||||||
DECEMBER 31 | |||||||||||||
2013 | 2012 | ||||||||||||
Expected dividend yield | 0% | 0% | |||||||||||
Expected volatility | 67% - 70% | 74% | |||||||||||
Risk-free interest rate | 0.38-0.42% | 0.38-0.40% | |||||||||||
Expected life - Employees options | 7 years | 7 years | |||||||||||
Expected life - Non-employees options | 2-3 years | 2-3 years | |||||||||||
Expected life - Board of directors options | n/a | n/a | |||||||||||
The amount of compensation expense recognized under ASC 718-10 under the Company's plans was comprised of the following during the years ended: | |||||||||||||
YEAR ENDED | |||||||||||||
DECEMBER 31, | |||||||||||||
2013 | 2012 | ||||||||||||
General and administrative expense | $ | 227,035 | $ | 217,611 | |||||||||
Share-based compensation before taxes | $ | 227,035 | $ | 217,611 | |||||||||
Tot net share-based compensation expense | $ | 227,035 | $ | 217,611 | |||||||||
Net share-based compensation expenses per basic and diluted common share | nil | nil | |||||||||||
No tax benefit has been associated with the exercise of stock options for the years ended December 31, 2013 and 2012, respectively, because of the existence of net operating loss carryforwards. There will be no credit to additional paid in capital for such until the associated benefit is realized through a reduction of income taxes payable. | |||||||||||||
At December 31, 2013, the Company had approximately $355,000 of total unamortized compensation expense, net of estimated forfeitures, related to stock option plans that will be recognized over the weighted average period of 2.3 years. | |||||||||||||
Earnings_Per_Common_Share_EPS
Earnings Per Common Share (EPS) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Earnings Per Common Share (EPS) [Abstract] | ' | ||||||||
Earnings Per Common Share (EPS) | ' | ||||||||
13 | Earnings Per Common Share (EPS) | ||||||||
The computations of basic and diluted EPS for the years ended were as follows: | |||||||||
YEAR ENDED | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Basic EPS Computation: | |||||||||
Net (loss) income | $ | (1,694,785 | ) | $ | 832,301 | ||||
Weighted average number of common shares | 63,802,275 | 63,474,871 | |||||||
Basic EPS | $ | (0.027 | ) | $ | 0.013 | ||||
Basic EPS Computation: | |||||||||
Net (loss) income | $ | (1,694,785 | ) | $ | 832,301 | ||||
Weighted average number of common shares | 63,802,275 | 63,474,871 | |||||||
Incremental shares from assumed conversions of stock options | - | 283,761 | |||||||
Adjusted weighted average number of common shares | 63,802,275 | 63,758,632 | |||||||
Diluted EPS | $ | (0.027 | ) | $ | 0.013 | ||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Commitments and Contingencies [Abstract] | ' | ||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||
14 | Commitments and Contingencies | ||||||||||||||||
Operating Lease Commitments | |||||||||||||||||
The Company has entered into property and equipment leasing arrangements that expire at various times through April 2017, with optional renewal periods. Lease payments range from $1,000 to $27,000 per month and may require additional rent to cover a proportionate share of taxes, maintenance, insurance and other shared expenses. Rents are generally increased annually by fixed amounts, subject to certain maximum amounts defined within individual agreements. Rent expenses under these operating leases for the years ended December 31, 2013 and 2012 were approximately $767,000 and $808,000, respectively. Future minimum payments by year (excluding related party leases) required under lease obligations consist of the following for fiscal years ending December 31: | |||||||||||||||||
Less | |||||||||||||||||
Property | Equipment | Property | Net Lease | ||||||||||||||
Leases | Leases | Sublease | Total | ||||||||||||||
2014 | $ | 657,000 | $ | 41,000 | $ | (23,600 | ) | $ | 674,400 | ||||||||
2015 | 472,000 | 30,000 | (23,600 | ) | 478,400 | ||||||||||||
2016 | 386,000 | 24,000 | (11,800 | ) | 398,200 | ||||||||||||
2017 | 320,000 | 10,000 | - | 330,000 | |||||||||||||
2018 | 417,000 | - | - | 417,000 | |||||||||||||
Thereafter | - | - | - | - | |||||||||||||
Total | $ | 2,252,000 | $ | 105,000 | $ | (59,000 | ) | $ | 2,298,000 | ||||||||
Employment Agreements | |||||||||||||||||
The Company has employment agreements with certain executives that set forth compensation levels and provide for severance payments in certain instances. | |||||||||||||||||
Litigation | |||||||||||||||||
The Company is not involved in any material legal proceedings. |
Details_of_Consolidated_Revenu
Details of Consolidated Revenue | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Details of Consolidated Revenue [Abstract] | ' | ||||||||
Details of Consolidated Revenue | ' | ||||||||
15 | Details of Consolidated Revenue | ||||||||
As further described in Note 2 above, the Company's principal business is MMS. The following table was prepared to provide additional information about the composition of revenues based on broad service descriptions: | |||||||||
YEAR ENDED | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Professional services | $ | 5,776,414 | $ | 6,286,210 | |||||
Managed services | 41,048,618 | 49,496,532 | |||||||
Total | $ | 46,825,032 | $ | 55,782,742 | |||||
The level of detail presented above is limited to broad service descriptions due to limitations within the Company's financial reporting system. The Company may supplement or modify the above table in future periods as additional revenue service details are captured and available for disclosure. | |||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Dec. 31, 2013 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events | ' | ||
16 | Subsequent Events | ||
On February 26, 2014, the Company entered into an underwriting agreement with B. Riley & Co., LLC (the "Underwriter") relating to an underwritten public offering of 7,876,497 shares of the Company's common stock, par value $0.001 per Share. On February 27, 2014, the Company received notice from the Underwriter that it had fully-exercised its over-allotment option to purchase an additional 1,181,475 shares of common stock. On March 3, 2014, the Company completed the public offering of 9,057,972 shares of its common stock at a purchase price of $1.38 per share, which includes the full exercise of the over-allotment option granted to the underwriters. The gross proceeds to the Company from this offering were approximately $12.5 million, before deducting underwriting discounts and other estimated offering expenses incurred by the Underwriter. The Company received net proceeds of approximately $11.6 million before paying estimated offering expenses incurred by the Company to complete the public offering. The Company's total common stock outstanding after the public offering was 72,965,329 shares as of March 3, 2014. | |||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Significant Accounting Policies [Abstract] | ' | ||||||||
Basis of Presentation | ' | ||||||||
Basis of Presentation | |||||||||
The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the financial statement rules and regulations of the Securities and Exchange Commission. | |||||||||
Principles of Consolidation | ' | ||||||||
Principles of Consolidation | |||||||||
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company amounts have been eliminated in consolidation. | |||||||||
Segment Reporting | ' | ||||||||
Segment Reporting | |||||||||
Segments are defined by authoritative guidance as components of a company in which separate financial information is available and is evaluated by the chief operating decision maker (CODM), or a decision making group, in deciding how to allocate resources and in assessing performance. Our CODM is our chief executive officer. | |||||||||
In fiscal 2012, the Company previously reported three operating segments: Managed Mobility Solutions, Cybersecurity Solutions, and Consulting and Support Services. Information technology solutions were historically segmented due to technological barriers which prevented delivery of an integrated technology solution to cover an end users mobility, security and network communications requirements.Over the last ten (10) years the proliferation of mobile computing drove the integration of our technology capabilities and solutions into a single MMS market. Our customers and the industry view our MMS market as a singular business and demand an integrated and scalable suite of information technology-based enterprise-wide solutions. The Company markets its workforce mobility technologies as a single MMS offering to all of its customers and prospects in a variety of industries with the primary goal of selling a complete solution. Our MMS offerings are set forth below: | |||||||||
§ | Telecom management services - Full life cycle management of wired and wireless assets. | ||||||||
§ | Mobile security management services - Full life cycle wired and wireless device access and application control management. | ||||||||
§ | Identity management services - Full life cycle wired and wireless (including cloud based services) authentication and information assurance services. | ||||||||
§ | Identity services - Device specific and individual digital certificates required for mobility and infrastructure access in the cloud or within a secured IT environment. | ||||||||
Services comprising the Company's MMS offerings have similar client service approaches, delivery costs and operational risks and are led by a project manager and a cross-functional service delivery team comprised of employees across all subsidiaries to deliver the Company's products and services to its customers. | |||||||||
The Company's CODM determined that its MMS business constitutes a single business activity and evaluates profitability on that basis and presents a single segment for purposes of financial reporting. | |||||||||
Use of Estimates | ' | ||||||||
Use of Estimates | |||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring use of estimates and judgment relate to revenue recognition, accounts receivable valuation reserves, ability to realize intangible assets and goodwill, ability to realize deferred income tax assets, fair value of certain financial instruments and the evaluation of contingencies and litigation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. | |||||||||
Fair Value Measurements | ' | ||||||||
Fair Value Measurements | |||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company's principal or, in the absence of a principal, most advantageous market for the specific asset or liability. GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows: | |||||||||
Level 1 - Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. | |||||||||
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: | |||||||||
§ | Quoted prices for similar assets or liabilities in active markets | ||||||||
§ | Quoted prices for identical or similar assets or liabilities in markets that are not active | ||||||||
§ | Inputs other than quoted prices that are observable for the asset or liability | ||||||||
§ | Inputs that are derived principally from or corroborated by observable market data by correlation or other means | ||||||||
Level 3 - Inputs that are unobservable and reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). The Company measured the fair value of contingent seller financed promissory notes presented on the consolidated balance sheets at fair value on a recurring basis using significantly unobservable inputs (Level 3) during the years ended December 31, 2013 and 2012. See Note 4 for additional information regarding financial liabilities carried at fair value. | |||||||||
The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred. See Note 4 for financial assets and liabilities subject to fair value measurements. | |||||||||
Business Combinations | ' | ||||||||
Business Combinations | |||||||||
The Company identifies the individual assets acquired and liabilities assumed in connection with a business combination and purchase consideration in each business combination. The Company utilizes third party valuation professionals to estimate the initial fair value of significant assets acquired and liabilities assumed. The Company assigns provisional values to purchase consideration, assets acquired and liabilities assumed on the date of purchase and may revise these provisional values if fair value estimates prepared by outside qualified third party valuation are materially difference. | |||||||||
The Company estimates the fair value of each using an acceptable valuation methodology which may include an income, market and/or cost approach. The Company generally assesses the estimated fair value of contingent obligations using a probability weighted income approach (discounted cash flow) valuation technique which requires the use of observable and unobservable inputs. Fluctuations in the fair value of contingent obligations are impacted by two unobservable inputs, management's estimate of the probability of the acquired company meeting the operating performance target and the estimated discount rate (a rate that approximates the Company's weighted average cost of capital). Significant increases (decreases) in either of those inputs in isolation would result in a significantly higher (lower) fair value measurement. Fair value is assessed for contingent obligations on a quarterly basis until such contingencies have been resolved and any changes in fair value are recorded as a gain or loss on change in fair value of contingent obligations within general and administrative expense. | |||||||||
See Note 3 for a detailed description of material business combinations and see Note 4 for changes in fair value of assets and liabilities recorded in connection with material business combinations that are measured on a recurring basis. | |||||||||
Significant Customers and Concentration of Credit Risk | ' | ||||||||
Significant Customers and Concentration of Credit Risk | |||||||||
Significant Customers | |||||||||
The Company has historically derived a significant portion of its revenues from its federal government customer base due to the large size of individual awards. Customers representing ten percent or more of annual consolidated revenues are set forth in the table below for the years ended: | |||||||||
YEAR ENDED | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
As a % of | As a % of | ||||||||
Customer Name | Revenues | Revenues | |||||||
Transportation Security Administration ("TSA") | 20 | % | 19 | % | |||||
Department of Homeland Security ("DHS") | 13 | % | 15 | % | |||||
Customers representing ten percent or more of consolidated trade accounts receivable receivables are set forth in the table below for the years ended: | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
As a % of | As a % of | ||||||||
Customer Name | Receivables | Receivables | |||||||
Transportation Security Administration ("TSA") | 19 | % | 12 | % | |||||
Department of Homeland Security ("DHS") | 8 | % | 19 | % | |||||
Bureau of Alcohol Tabacco and Firearms ("ATF") | 7 | % | 10 | % | |||||
U.S. Air Force ("USAF") | 14 | % | - | ||||||
Due to the nature of the Company's business and the relative size of certain contracts, which are entered into in the ordinary course of business, the loss of any single significant customer and/or a delay in the continuation of an existing or new contract award could have a material adverse effect on its results of operations. | |||||||||
Financial Instruments | |||||||||
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. | |||||||||
Cash and cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | |||||||||
The Company maintains interest-bearing cash deposits and short-term overnight investments with a large financial institution. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents for purposes of these consolidated financial statements. Interest-bearing cash deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") up to a maximum of $250,000. At December 31, 2013, the Company had no deposits in excess of FDIC limits. At December 31, 2012, the Company had interest-bearing deposits with a large financial institution in excess of FDIC limits of approximately $2,548,000. | |||||||||
Accounts Receivable | ' | ||||||||
Accounts Receivable | |||||||||
The Company enters into standard master contract vehicles or an individual purchase requisitions with federal and state governments and their agencies. Federal contracts are bid on and awarded based on a cost plus fixed fee or fixed award fee, firm fixed price or time and materials basis. Federal and state government customer orders are covered by a contract vehicle or master services agreement and specific goods and services are generally submitted through task orders or purchase requisitions under a master contract or under an individual purchase requisition. | |||||||||
The Company enters into standard contractual arrangements with corporations using a master service agreement and customized statement of work which outlines the product or services purchased, optional products and services and standard pricing based on volume or an hourly rate. Consulting services are charged based upon standard professional rates dependent upon level of expertise of the professionals involved. Also, the Company enters into fee arrangements for which the fees earned are based on a percentage of savings or other measures as may be determined in the applicable contract. | |||||||||
Credit is extended based on evaluation of a customer's financial condition and, generally, collateral is not required. Accounts receivable are usually due within 30 to 60 days and are stated at amounts due from customers net of an allowance for doubtful accounts if deemed necessary. Customer account balances outstanding longer than the contractual payment terms are reviewed for collectability and after 90 days are considered past due unless arrangements were made at the time of the transaction that specified different payment terms. Upon specific review and its determination that a bad debt reserve may be required, the Company will reserve such amount if it views the account as potentially uncollectable. Customer account balances outstanding longer than 120 days are placed with a third party collection agency and a reserve is established. | |||||||||
The Company determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, the Company's previous loss history, the customer's current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The Company has not historically maintained a bad debt reserve for its federal government customers as it has not experienced any material or recurring bad debt charges and the nature and size of the contracts has not necessitated the Company's establishment of such a bad debt reserve. | |||||||||
Unbilled Accounts Receivable | ' | ||||||||
Unbilled Accounts Receivable | |||||||||
Unbilled accounts receivable on time-and-materials contracts represent costs incurred and gross profit recognized near the period-end but not billed until the following period due to contractual terms or due to timing differences. Unbilled accounts receivable on fixed-price contracts predominantly consist of third party value added resale (VAR) of hardware and software products delivered but not invoiced at the end of the reporting period. Unbilled accounts receivable also consists of monthly managed services performed but not invoiced at the end of the reporting period. At December 31, 2013 and 2012 unbilled accounts receivable totaled approximately $1,561,000 and $2,969,000, respectively. | |||||||||
Inventories | ' | ||||||||
Inventories | |||||||||
Inventories consist of hardware components that will be used in custom identity management technology solutions and certain software licenses available for resale. Inventories are valued at the lower of cost, using first-in, first-out method, or market. The Company may record a write-down for inventories which have become obsolete or are in excess of anticipated demand or net realizable value. If future demand or market conditions for our products are less favorable than forecasted or if unforeseen technological changes negatively impact the utility of inventory, we may be required to record additional write-downs, which would adversely affect our gross profit. For the years ended December 31, 2013 and 2012 the Company recorded inventory write-downs related to obsolete inventory of approximately $199,900 and $52,000, respectively, in the consolidated statements of operations within cost of revenues. | |||||||||
Advance Billings and Customer Payments | ' | ||||||||
Advance Billings and Customer Payments | |||||||||
Deferred revenue arises from advanced customer billings as permitted under contractual arrangements or from advanced payments from customers for monthly managed services. Certain federal and state governments and their agencies may prepay for services and/or VAR transactions in advance. These advance payments are recorded as deferred revenue and recognized as services are performed and/or devices delivered. Amounts recorded as deferred revenue are released the monthly services are complete at the end of the month. Our revenue recognition policy is below under the caption "revenue recognition." | |||||||||
Property and Equipment | ' | ||||||||
Property and Equipment | |||||||||
Property and equipment (including assets acquired under capital lease arrangements) are stated at historical cost, net of accumulated depreciation and amortization. Depreciation and amortization expense is computed using the straight-line method over the estimated useful lives based upon the classification of the property and/or equipment or lease period for assets acquired under capital lease arrangements. The estimated useful lives of the assets are as follows: | |||||||||
Estimated | |||||||||
Useful Life | |||||||||
Land and building | 20 years | ||||||||
Computer hardware and software | 3 years | ||||||||
Furniture and fixtures | 5 years | ||||||||
Mobile equipment | 3 years | ||||||||
The Company assesses the recoverability of property and equipment by determining whether the depreciation of property and equipment over its remaining life can be recovered through projected undiscounted future cash flows. The amount of property and equipment impairment if any, is measured based on fair value and is charged to operations in the period in which property and equipment impairment is determined by management. As of December 31, 2013 and 2012, the Company's management has not identified any material impairment of its property and equipment. | |||||||||
Goodwill and Other Intangible Assets | ' | ||||||||
Goodwill and Other Intangible Assets | |||||||||
The Company accounts for goodwill and other indefinite-lived intangible assets in accordance with ASC Topic 350 "Intangibles". Under ASC Topic 350, goodwill and certain indefinite-lived intangible assets are not amortized but are subject to an annual impairment test during the fourth quarter of each year, and between annual tests if indicators of potential impairment exist. The Company has elected to perform this review annually on December 31st of each calendar year. See Note 8 to the consolidated financial statements for additional discussion about annual impairment testing. | |||||||||
Included within other intangible assets are software development costs. The Company capitalizes costs related to software and implementation in connection with its internal use software systems including its Public Key Infrastructure (PKI) certificate issuance database and application. For software development costs (or "internally developed intangible assets") related to software products for sale, lease or otherwise marketed, significant development costs are capitalized from the point of demonstrated technological feasibility until the point in time that the product is available for general release to customers. Once the product is available for general release, capitalized costs are amortized based on units sold, or on a straight-line basis generally over a six-year period or such other such shorter period as may be required. | |||||||||
Revenue Recognition Principles | ' | ||||||||
Revenue Recognition Principles | |||||||||
The Company has a standard internal process that is used to determine whether all required criteria for revenue recognition have been met. A summary of the Company's specific revenue recognition policies that apply to all of portfolio of services are as follows: | |||||||||
§ | Expense Management: Telecommunications expense management and device management services are delivered on a monthly basis based on a standard fixed pricing scale per user or device or other service utilization metric. Managed services are not interdependent and there are no undelivered elements in these arrangements. Revenue is recognized upon the completion of the delivery of monthly managed services. The Company also offers invoice management and payment services and resells third party products and services, which may subject the Company to credit risk as it is responsible for the payment of multiple billable arrangements by and between its customer and various carriers. The Company recognizes revenues and related costs on a gross basis for these arrangements as it has discretion in choosing providers, rate plans, hardware and devices provided to its customers. For arrangements in which the Company does not have such credit risk, it recognizes revenues and related costs on a net basis. This service is broadly classified as a managed service. | ||||||||
§ | Security: The Company issues its proprietary PKI identity credentialing software certificates to individuals or as an enterprise solution under which the customer issues the individual certificates. Certificates issued have a fixed life and cannot be modified or reissued. There is no obligation to provide post contract services in relation to certificates issued. Revenue is recognized from the sales of credentials to an individual or as an enterprise solution upon issuance; provided there are no other additional deliverables. Cost of Revenues includes general infrastructure support costs to maintain the continued issuance of credentials. This service is broadly classified as a managed service. | ||||||||
§ | Mobile Applications: The Company offers a standalone telecommunication expense management software instance under a perpetual license agreement with no right or obligation to provide subsequent maintenance, updates or modifications. Under these arrangements the customer is required to electronically download their unique software instance and host access to their software instance within their technology environment. There is no agreement to provide post contract support services. The earnings process is generally complete upon issuance or delivery of the software instance. The Company offers implementation services that are customized services that are not included in the price of the software instance. Revenue is recognized for implementation services based billable rates times hours incurred plus direct materials and other reimbursable costs incurred to provide services. This service is broadly classified as a managed service. | ||||||||
§ | User Support: The Company offers call centers with 24x7 emergency support and expert technical support which is delivered on a monthly basis based on a standard fixed pricing scale per ticket, user or device or other service utilization metric. Revenue is recognized upon the completion of the delivery of monthly managed services. This service is broadly classified as a managed service. | ||||||||
§ | Policies: Services performed include policy and contract permission based audits, accounts payable audits, and compliance reviews which are performed on a time and materials basis and contingent fee arrangement. Revenue on time and material arrangements is recognized to the extent of billable rates times hours delivered plus material and other reimbursable costs incurred to deliver consulting services. Revenue on contingent-fee arrangements are recognized upon customer acceptance of proposed billing. This service is broadly classified as a managed service. | ||||||||
§ | Consulting: The Company provides professional services on a project basis determined by our customers' specific requirements. The Company provides a variety of telecommunication management consulting services, traditional information technology and network consulting and security assurance services and charges a fee for time and materials incurred or a contingent-fee based on expected savings or other metric determined. This service is broadly classified as a professional service. | ||||||||
Income Taxes | ' | ||||||||
Income Taxes | |||||||||
The Company accounts for income taxes in accordance with authoritative guidance which requires that deferred tax assets and liabilities be computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. The guidance requires that the net deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized. The Company recognizes the impact of an uncertain tax position taken or expected to be taken on an income tax return in the financial statements at the amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized in the financial statements unless it is more likely than not of being sustained upon audit by the relevant taxing authority. | |||||||||
Basic and Diluted Earnings Per Share (EPS) | ' | ||||||||
Basic and Diluted Earnings Per Share (EPS) | |||||||||
Basic EPS includes no dilution and is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution that could occur if securities or other contracts to issue common and restricted stock were exercised or converted into common and restricted stock. The number of incremental shares from assumed conversions of stock options, stock warrants and unvested restricted stock awards included in the calculation of diluted EPS was calculated using the treasury stock method. See Note 13 to the consolidated financial statements for computation of EPS. | |||||||||
Employee Stock-Based Compensation | ' | ||||||||
Employee Stock-Based Compensation | |||||||||
The Company accounts for stock-based employee compensation arrangements under provisions of ASC 718-10. The Company recognizes the cost of employee stock awards granted in exchange for employee services based on the grant-date fair value of the award using a Black-Scholes option-pricing model, net of expected forfeitures. Those costs are recognized ratably over the vesting period. Each stock option has an exercise price equal to the market price of the Company's common stock on the date of grant and a contractual term of 10 years for grants issued prior to fiscal 2007 and 7 years for grants issued after fiscal 2007 from the date of grant. Stock options generally vest over 3-years from the date of grant. See Note 12 to the consolidated financial statements for additional information about stock based compensation programs. | |||||||||
Non-Employee Stock-Based Compensation | ' | ||||||||
Non-Employee Stock-Based Compensation | |||||||||
The Company accounts for stock-based non-employee compensation arrangements using the fair value recognition provisions of ASC 505-50, "Equity-Based Payments to Non-Employees" (formerly known as FASB Statement 123, Accounting for Stock-Based Compensation and "Emerging Issues Task Force" EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services). | |||||||||
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Significant Accounting Policies [Abstract] | ' | ||||||||
Schedule of Major Customers | ' | ||||||||
Significant Customers | |||||||||
The Company has historically derived a significant portion of its revenues from its federal government customer base due to the large size of individual awards. Customers representing ten percent or more of annual consolidated revenues are set forth in the table below for the years ended: | |||||||||
YEAR ENDED | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
As a % of | As a % of | ||||||||
Customer Name | Revenues | Revenues | |||||||
Transportation Security Administration ("TSA") | 20 | % | 19 | % | |||||
Department of Homeland Security ("DHS") | 13 | % | 15 | % | |||||
Customers representing ten percent or more of consolidated trade accounts receivable receivables are set forth in the table below for the years ended: | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
As a % of | As a % of | ||||||||
Customer Name | Receivables | Receivables | |||||||
Transportation Security Administration ("TSA") | 19 | % | 12 | % | |||||
Department of Homeland Security ("DHS") | 8 | % | 19 | % | |||||
Bureau of Alcohol Tabacco and Firearms ("ATF") | 7 | % | 10 | % | |||||
U.S. Air Force ("USAF") | 14 | % | - | ||||||
Schedule of Estimated Useful Lives | ' | ||||||||
Estimated | |||||||||
Useful Life | |||||||||
Land and building | 20 years | ||||||||
Computer hardware and software | 3 years | ||||||||
Furniture and fixtures | 5 years | ||||||||
Mobile equipment | 3 years | ||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||
Summary of Measurement of Fair Value on a Recurring Basis | ' | ||||||||||||||||
Amount | Quoted Prices | Significant | |||||||||||||||
Recorded on | in Active | Other | Significant | ||||||||||||||
Consolidated | Markets for | Observable | Unobservable | ||||||||||||||
Balance | Identical Assets | Inputs | Inputs | ||||||||||||||
Sheets | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Liabilities as of December 31, 2013 Contingent obligation (1) | $ | - | - | - | $ | - | |||||||||||
Liabilities as of December 31, 2012 Contingent obligation (1) | $ | 1,250,000 | - | - | $ | 1,250,000 | |||||||||||
Changes in the fair value measurement of contingent seller financed promissory note using significant unobservable inputs classified as Level 3 and valuation method used to estimate fair values are set forth below as of and for the years ended: | |||||||||||||||||
Schedule of Changes in the Fair Value Measurement of Contingent Obligation using Significant Unobservable Inputs | ' | ||||||||||||||||
YEAR ENDED | |||||||||||||||||
DECEMBER, 31 | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Balance, Beginning of Period | $ | 1,250,000 | $ | 2,150,000 | |||||||||||||
Total gains or losses for the period: | |||||||||||||||||
Non-cash gain on change in fair value of contingent obligation included in general and administrative expense (1) | (1,250,000 | ) | (900,000 | ) | |||||||||||||
Balance, End of Period | $ | - | $ | 1,250,000 | |||||||||||||
-1 | The Company determined the fair value of its contingent obligation based on a probability weighted discounted cash flow valuation technique. The potential probability for payout of contingent consideration is considered remote. | ||||||||||||||||
Accounts_Receivable_and_Unbill1
Accounts Receivable and Unbilled Accounts Receivable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounts Receivable and Unbilled Accounts Receivable [Abstract] | ' | ||||||||
Schedule of Accounts Receivable | ' | ||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Commercial | $ | 2,782,179 | $ | 2,546,268 | |||||
Government | 4,860,259 | 4,462,984 | |||||||
Gross accounts receivable | 7,642,438 | 7,009,252 | |||||||
Less: allowances for doubtful accounts | (30,038 | ) | (76,886 | ) | |||||
Accounts receivable, net | $ | 7,612,400 | $ | 6,932,366 | |||||
Schedule Of Unbilled Accounts Receivable | ' | ||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Commercial | $ | 435,230 | $ | 1,564,078 | |||||
Government | 1,125,800 | 1,405,372 | |||||||
Unbilled accounts receivable | $ | 1,561,030 | $ | 2,969,450 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Land and building | $ | 677,054 | $ | 677,054 | |||||
Computer hardware and software | 2,052,280 | 1,544,233 | |||||||
Furniture and fixtures | 218,939 | 214,000 | |||||||
Leasehold improvements | 368,596 | 368,596 | |||||||
Automobile | 2,400 | 2,400 | |||||||
Gross property and equipment | 3,319,269 | 2,806,283 | |||||||
Less: accumulated depreciation and amortization | (1,773,318 | ) | (1,377,960 | ) | |||||
Property and equipment, net | $ | 1,545,951 | $ | 1,428,323 | |||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Intangible Assets [Abstract] | ' | ||||||||||||||
Schedule of Intangible Assets | ' | ||||||||||||||
The Company has material intangible assets consisting of purchased intangibles and internally developed software used in the conduct of business. The following table summarizes purchased and internally developed intangible assets subject to amortization as follows: | |||||||||||||||
DECEMBER 31, 2013 | |||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Gross Carrying | Accumulated | Net Book | Amortization | ||||||||||||
Amount | Amortization | Value | Period | ||||||||||||
Customer Relationships | $ | 2,890,000 | $ | (1,405,000 | ) | $ | 1,485,000 | 6 | |||||||
Channel Relationships | 540,000 | (216,000 | ) | 324,000 | 4 | ||||||||||
Telecommunications Software | 2,450,000 | (1,089,667 | ) | 1,360,333 | 4 | ||||||||||
Cybersecurity Software | 669,171 | (530,486 | ) | 138,685 | 2 | ||||||||||
Trade Name and Trademarks | 225,000 | (179,750 | ) | 45,250 | 1 | ||||||||||
Non-Compete Agreements | 780,000 | (519,997 | ) | 260,003 | 2 | ||||||||||
$ | 7,554,171 | $ | (3,940,900 | ) | $ | 3,613,271 | |||||||||
For the year ended December 31, 2013 there were no acquisitions or disposals of intangible assets. For the year ended December 31, 2013, the Company did not complete any business combinations or purchase intangible assets from a third party. | |||||||||||||||
DECEMBER 31, 2012 | |||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Gross Carrying | Accumulated | Net Book | Amortization | ||||||||||||
Amount | Amortization | Value | Period | ||||||||||||
Customer Relationships | $ | 2,890,000 | $ | (1,005,835 | ) | $ | 1,884,165 | 7 | |||||||
Channel Relationships | 540,000 | (108,000 | ) | 432,000 | 5 | ||||||||||
Telecommunications Software | 2,450,000 | (700,000 | ) | 1,750,000 | 5 | ||||||||||
Cybersecurity Software | 669,171 | (348,344 | ) | 320,827 | 3 | ||||||||||
Trade Name and Trademarks | 225,000 | (22,750 | ) | 202,250 | 2 | ||||||||||
Non-Compete Agreements | 780,000 | (400,001 | ) | 379,999 | 3 | ||||||||||
$ | 7,554,171 | $ | (2,584,930 | ) | $ | 4,969,241 | |||||||||
Schedule of Estimated Amortization Expense | ' | ||||||||||||||
2014 | $ | 1,120,385 | |||||||||||||
2015 | 737,552 | ||||||||||||||
2016 | 691,167 | ||||||||||||||
2017 | 569,167 | ||||||||||||||
2018 | 247,500 | ||||||||||||||
Thereafter | 247,500 | ||||||||||||||
Total | $ | 3,613,271 | |||||||||||||
Line_of_Credit_and_Long_Term_D1
Line of Credit and Long Term Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Line of Credit and Long Term Debt [Abstract] | ' | ||||||||
Schedule of Long-term Debt | ' | ||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Cardinal Bank Mortgage Dated December 17, 2010 (1) | $ | 484,532 | $ | 499,938 | |||||
Cardinal Bank Term Note Dated December 31, 2011 (2) | 2,508,748 | 3,271,535 | |||||||
Contingent Obligation Subordinated Seller Financed Promissory Note Dated December 31, 2011 (3) | - | 1,250,000 | |||||||
Non-Contingent Obligation Subordinated Seller Financed | |||||||||
Promissory Note Dated December 31, 2011 (4) | 666,667 | 1,000,000 | |||||||
Total | 3,659,947 | 6,021,473 | |||||||
Less: current portion | (1,150,455 | ) | (1,102,741 | ) | |||||
Long-term debt, net of current portion | $ | 2,509,492 | $ | 4,918,732 | |||||
(1) On December 17, 2010, the Company entered into a real estate purchase agreement to acquire an operations center facility in Columbus, Ohio for approximately $677,000. In connection with the real estate purchase agreement the Company entered into a $528,000 ten-year mortgage with Cardinal Bank to fund the unpaid portion of the purchase price. The mortgage loan bears interest at 6.0% with monthly principal and interest payments of approximately $3,800, and matures on December 17, 2020. The mortgage loan principal and interest payments are based on a twenty-year amortization with the unpaid balance due at maturity. The mortgage loan is secured by the real estate. | |||||||||
(2) On December 31, 2011, the Company entered into a $4 million 5-year term note with Cardinal Bank to fund a portion of the purchase price paid in connection with the asset purchase agreement with AGS dated December 30, 2011. The term note bears interest at 4.50% with monthly principal and interest payments of approximately $74,694, and matures on December 30, 2016. The term note is secured under a corporate security agreement. | |||||||||
(3) On December 31, 2011, the Company entered into a subordinated 3-year term contingent promissory note ("contingent obligation") with a face value of $3.0 million with AGS to fund a portion of the purchase price paid in connection with the asset purchase agreement dated December 30, 2011. The Company carries this contingent obligation at fair value on the consolidated balance sheet. AGP floor and ceiling targets were not meet in fiscal 2012 which entitled the Company to reduce the face value of the contingent obligation by $0.9 million to a fair value of $1.25 million. AGS can earn up to $1.5 million in fiscal 2013 with the attainment of AGP of $6,752,000. The Company revised its fourth quarter 2013 forecasted AGP to reflect lower projected revenue growth from slower implementation of recently sold services. The Company believes these factors made it remote that the 2013 AGP target of $6,752,000 would be reached and accordingly revised the fair value of its contingent obligation to a zero at December 31, 2013. This contingent obligation is subordinated to the senior bank financing. | |||||||||
(4) On December 31, 2011, the Company entered into a $1 million subordinated 3-year term non-contingent promissory note ("term note" or "non-contingent obligation") with AGS to fund a portion of the purchase price paid in connection with the asset purchase agreement with Avalon Global Solutions, Inc. dated December 30, 2011. The term note bears interest at 3.0% with estimated remaining annual principal payments of $333,333 and $333,334 payable on April 15, 2014 and 2015, respectively, and matures on April 15, 2015. The Company paid the first installment due on April 15, 2013. The term notes are subordinated to the senior bank financing. | |||||||||
Summary of Future Repayments on Long-term Debt | ' | ||||||||
2014 | $ | 1,150,455 | |||||||
2015 | 1,186,309 | ||||||||
2016 | 892,443 | ||||||||
2017 | 20,187 | ||||||||
2018 | 21,432 | ||||||||
Thereafter | 389,121 | ||||||||
Total | $ | 3,659,947 | |||||||
Schedule of Future Minimum Lease Payments under Capital Leases | ' | ||||||||
2013 | $ | 51,364 | |||||||
2014 | 51,464 | ||||||||
2015 | 9,243 | ||||||||
2016 | - | ||||||||
Thereafter | - | ||||||||
Total | 112,071 | ||||||||
Less portion representing interest | (9,827 | ) | |||||||
Present value of minimum lease payments under capital lease agreements | 102,244 | ||||||||
Less current portion | (45,125 | ) | |||||||
Capital lease obligations, net of current portion | $ | 57,119 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Schedule of Provision for Income Taxes | ' | ||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Current provision (benefit) | |||||||||
Federal | $ | - | $ | - | |||||
State | 249,273 | (17,864 | ) | ||||||
Total | 249,273 | (17,864 | ) | ||||||
Deferred provision (benefit) | |||||||||
Federal | 96,180 | (33,748 | ) | ||||||
State | 17,311 | (48,075 | ) | ||||||
Total | 113,491 | (81,823 | ) | ||||||
Income tax provision (benefit) | $ | 362,764 | $ | (99,687 | ) | ||||
Schedule of Reconciliation of Income Taxes | ' | ||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Statutory federal income tax rate | 34 | % | 34 | % | |||||
State income tax rate (net of federal benefit) | -8.8 | % | 3.1 | % | |||||
Non-deductible expenses | -2.4 | % | 3.1 | % | |||||
Change in valuation allowance | 0 | % | -3.9 | % | |||||
Adjustments to state net operating losses | 0 | % | -7.8 | % | |||||
Adjustments to share-based compensation | -53.8 | % | 3.5 | % | |||||
Change in fair value of contingent consideration | 0 | % | -44.5 | % | |||||
Section 382 limitation | |||||||||
Return to accrual difference true-ups | 1.6 | % | -0.1 | % | |||||
Combined effective tax rate | -29.4 | % | -12.6 | % | |||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 4,985,548 | $ | 4,818,357 | |||||
Alternative minimum tax credit | 45,650 | 45,650 | |||||||
Share-based compensation | 381,123 | 509,043 | |||||||
Intangibles | 714,354 | 195,535 | |||||||
Depreciation | 46,373 | 54,222 | |||||||
Other assets | 166,642 | 156,617 | |||||||
Total deferred tax assets | 6,339,690 | 5,779,424 | |||||||
Less: valuation allowance | (712,847 | ) | (849,654 | ) | |||||
Total deferred tax assets, net | 5,626,843 | 4,929,770 | |||||||
Deferred tax liabilities: | |||||||||
Goodwill amortization | 1,886,197 | 1,106,326 | |||||||
Capitalized software costs | 33,759 | 3,066 | |||||||
Total deferred tax liabilities | 1,919,956 | 1,109,392 | |||||||
Net deferred tax asset (liability) | $ | 3,706,887 | $ | 3,820,378 | |||||
Schedule of Change in Valuation Allowance | ' | ||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Beginning balance | $ | (849,654 | ) | $ | (880,384 | ) | |||
Decreases (Increases) | (6,431 | ) | 30,730 | ||||||
Ending balance | $ | (856,085 | ) | $ | (849,654 | ) | |||
Stock_Options_and_Award_Progra1
Stock Options and Award Programs (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stock Options and Award Programs [Abstract] | ' | ||||||||||||
Summary of Non-vested Options | ' | ||||||||||||
Weighted | Weighted | ||||||||||||
Average Grant | Average | ||||||||||||
# of | Date Fair Value | Remaining | |||||||||||
NON-VESTED OPTIONS | Shares | per Share | Option Life | ||||||||||
Non-vested balances, January 1, 2012 | 840,000 | $ | 0.7 | ||||||||||
Granted | 400,000 | $ | 0.43 | ||||||||||
Vested | (340,000 | ) | $ | 0.64 | |||||||||
Non-vested balances, December 31, 2012 | 900,000 | $ | 0.6 | 3.58 | |||||||||
Weighted | Weighted | ||||||||||||
Average Grant | Average | ||||||||||||
# of | Date Fair Value | Remaining | |||||||||||
NON-VESTED OPTIONS | Shares | per Share | Option Life | ||||||||||
Non-vested balances, January 1, 2013 | 900,000 | $ | 0.6 | ||||||||||
Granted | 1,650,000 | $ | 0.18 | ||||||||||
Cancelled | (650,000 | ) | $ | 0.22 | |||||||||
Non-vested balances, December 31, 2013 | 1,900,000 | $ | 0.36 | 2.3 | |||||||||
Summary of Options Outstanding and Exercisable | ' | ||||||||||||
Weighted | Weighted | ||||||||||||
Average | Average | ||||||||||||
# of | Exercise Price | Remaining | |||||||||||
OUTSTANDING AND EXERCISABLE | Shares | per Share | Option Life | ||||||||||
Options outstanding, January 1, 2012 | 3,362,000 | $ | 0.64 | ||||||||||
Issued | 400,000 | $ | 0.69 | ||||||||||
Canceled | (25,000 | ) | $ | 0.54 | |||||||||
Exercised | (525,000 | ) | $ | 0.08 | |||||||||
Options outstanding, December 31, 2012 | 3,212,000 | $ | 0.74 | 2.7 | |||||||||
Options outstanding and exercisable, | |||||||||||||
31-Dec-12 | 2,312,000 | $ | 0.67 | 1.91 | |||||||||
Weighted | Weighted | ||||||||||||
Average | Average | ||||||||||||
# of | Exercise Price | Remaining | |||||||||||
OUTSTANDING AND EXERCISABLE | Shares | per Share | Option Life | ||||||||||
Options outstanding, January 1, 2013 | 3,212,000 | $ | 0.74 | ||||||||||
Issued | 1,650,000 | $ | 0.52 | ||||||||||
Canceled | (690,000 | ) | $ | 0.59 | |||||||||
Expired | (680,000 | ) | $ | 0.55 | |||||||||
Exercised | (155,500 | ) | $ | 0.3 | |||||||||
Options outstanding, December 31, 2013 | 3,336,500 | $ | 0.72 | 3.85 | |||||||||
Options outstanding and exercisable, December 31, 2013 | 1,436,500 | $ | 0.76 | 1.83 | |||||||||
Schedule of Fair Value Assumptions | ' | ||||||||||||
DECEMBER 31 | |||||||||||||
2013 | 2012 | ||||||||||||
Expected dividend yield | 0% | 0% | |||||||||||
Expected volatility | 67% - 70% | 74% | |||||||||||
Risk-free interest rate | 0.38-0.42% | 0.38-0.40% | |||||||||||
Expected life - Employees options | 7 years | 7 years | |||||||||||
Expected life - Non-employees options | 2-3 years | 2-3 years | |||||||||||
Expected life - Board of directors options | n/a | n/a | |||||||||||
Schedule of Compensation Expense | ' | ||||||||||||
YEAR ENDED | |||||||||||||
DECEMBER 31, | |||||||||||||
2013 | 2012 | ||||||||||||
General and administrative expense | $ | 227,035 | $ | 217,611 | |||||||||
Share-based compensation before taxes | $ | 227,035 | $ | 217,611 | |||||||||
Tot net share-based compensation expense | $ | 227,035 | $ | 217,611 | |||||||||
Net share-based compensation expenses per basic and diluted common share | nil | nil | |||||||||||
Earnings_Per_Common_Share_EPS_
Earnings Per Common Share (EPS) (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Earnings Per Common Share (EPS) [Abstract] | ' | ||||||||
Schedule of Basic and Diluted Earnings Per Share | ' | ||||||||
YEAR ENDED | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Basic EPS Computation: | |||||||||
Net (loss) income | $ | (1,694,785 | ) | $ | 832,301 | ||||
Weighted average number of common shares | 63,802,275 | 63,474,871 | |||||||
Basic EPS | $ | (0.027 | ) | $ | 0.013 | ||||
Basic EPS Computation: | |||||||||
Net (loss) income | $ | (1,694,785 | ) | $ | 832,301 | ||||
Weighted average number of common shares | 63,802,275 | 63,474,871 | |||||||
Incremental shares from assumed conversions of stock options | - | 283,761 | |||||||
Adjusted weighted average number of common shares | 63,802,275 | 63,758,632 | |||||||
Diluted EPS | $ | (0.027 | ) | $ | 0.013 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Commitments and Contingencies [Abstract] | ' | ||||||||||||||||
Schedule of Future Minimum Lease Payments | ' | ||||||||||||||||
Less | |||||||||||||||||
Property | Equipment | Property | Net Lease | ||||||||||||||
Leases | Leases | Sublease | Total | ||||||||||||||
2014 | $ | 657,000 | $ | 41,000 | $ | (23,600 | ) | $ | 674,400 | ||||||||
2015 | 472,000 | 30,000 | (23,600 | ) | 478,400 | ||||||||||||
2016 | 386,000 | 24,000 | (11,800 | ) | 398,200 | ||||||||||||
2017 | 320,000 | 10,000 | - | 330,000 | |||||||||||||
2018 | 417,000 | - | - | 417,000 | |||||||||||||
Thereafter | - | - | - | - | |||||||||||||
Total | $ | 2,252,000 | $ | 105,000 | $ | (59,000 | ) | $ | 2,298,000 | ||||||||
Details_of_Consolidated_Revenu1
Details of Consolidated Revenue (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Details of Consolidated Revenue [Abstract] | ' | ||||||||
Schedule of Consolidated Revenues | ' | ||||||||
YEAR ENDED | |||||||||
DECEMBER 31, | |||||||||
2013 | 2012 | ||||||||
Professional services | $ | 5,776,414 | $ | 6,286,210 | |||||
Managed services | 41,048,618 | 49,496,532 | |||||||
Total | $ | 46,825,032 | $ | 55,782,742 | |||||
Significant_Accounting_Policie3
Significant Accounting Policies (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Abstract] | ' | ' |
Cash, insured amount | $250,000 | ' |
Cash, uninsured amount | ' | 2,548,000 |
Unbilled accounts receivable | 1,561,030 | 2,969,450 |
Inventory write-down | $199,992 | $52,056 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted average remaining contractual life of options outstanding | '3 years 10 months 6 days | '2 years 8 months 12 days |
Option vesting period | '3 years | ' |
Prior to Fiscal 2007 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted average remaining contractual life of options outstanding | '10 years | ' |
After Fiscal 2007 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted average remaining contractual life of options outstanding | '7 years | ' |
Significant_Accounting_Policie4
Significant Accounting Policies (Schedule of Major Customers, by Percentage of Revenues) (Details) (Revenues [Member], Customer Concentration Risk [Member]) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Transportation Security Administration ("TSA") [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
As a % of Revenues | 20.00% | 19.00% |
Department of Homeland Security ("DHS") [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
As a % of Revenues | 13.00% | 15.00% |
Significant_Accounting_Policie5
Significant Accounting Policies (Schedule of Major Customers, by Percentage of Accounts Receivable) (Details) (Trade accounts receivable [Member], Customer Concentration Risk [Member]) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Transportation Security Administration ("TSA") [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
As a % of Receivables | 19.00% | 12.00% |
Department of Homeland Security ("DHS") [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
As a % of Receivables | 8.00% | 19.00% |
Bureau of Alcohol Tabacco and Firearms ("ATF") [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
As a % of Receivables | 7.00% | 10.00% |
U.S. Airforce ("USAF") [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
As a % of Receivables | 14.00% | 0.00% |
Significant_Accounting_Policie6
Significant Accounting Policies (Schedule of Estimated Useful Lives) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Land and building [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Life | '20 years |
Computer hardware and software [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Life | '3 years |
Furniture and fixtures [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Life | '5 years |
Mobile equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Life | '3 years |
Business_Combinations_Details
Business Combinations (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Dec. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business Combinations [Abstract] | ' | ' | ' |
Purchase price of acquired entity | $11,500,000 | $8,500,000 | $10,700,000 |
Cash paid | 3,500,000 | ' | ' |
Proceeds from bank loan | 4,000,000 | ' | ' |
Note issued for acquisition | 1,000,000 | ' | ' |
Contingent consideration, fair value | 3,000,000 | 0 | 2,150,000 |
Increase (decrease) in goodwill | ' | ' | -850,000 |
Change in fair value of contingent consideration for business acquisition | ' | $1,250,000 | ' |
Fair_Value_Measurements_Summar
Fair Value Measurements (Summary of Measurement of Fair Value on a Recurring Basis) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ||
Contingent obligation | ' | [1] | $1,250,000 | [1] | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ||
Contingent obligation | ' | [1] | ' | [1] | ' |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ||
Contingent obligation | ' | [1] | ' | [1] | ' |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ||
Contingent obligation | ' | [1] | $1,250,000 | [1] | $2,150,000 |
[1] | The Company determined the fair value of its contingent obligation based on a probability weighted discounted cash flow valuation technique. The potential probability for payout of contingent consideration is considered remote. |
Fair_Value_Measurements_Schedu
Fair Value Measurements (Schedule of Changes in the Fair Value Measurement of Contingent Obligation using Significant Unobservable Inputs) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Balance, Beginning of Period | $1,250,000 | [1] | ' | |
Total gains or losses for the period: | ' | ' | ||
Non-cash gain on change in fair value of contingent obligation included in general and administrative expense | -1,250,000 | -900,000 | ||
Balance, End of Period | ' | [1] | 1,250,000 | [1] |
Level 3 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Balance, Beginning of Period | 1,250,000 | [1] | 2,150,000 | |
Total gains or losses for the period: | ' | ' | ||
Non-cash gain on change in fair value of contingent obligation included in general and administrative expense | -1,250,000 | [1] | -900,000 | [1] |
Balance, End of Period | ' | [1] | $1,250,000 | [1] |
[1] | The Company determined the fair value of its contingent obligation based on a probability weighted discounted cash flow valuation technique. The potential probability for payout of contingent consideration is considered remote. |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Measurements [Abstract] | ' | ' |
Non-cash gain on change in fair value of contingent obligation included in general and administrative expense | $1,250,000 | $900,000 |
Accounts_Receivable_and_Unbill2
Accounts Receivable and Unbilled Accounts Receivable (Schedule of Accounts Receivable) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Gross accounts receivable | $7,642,438 | $7,009,252 |
Less: allowances for doubtful accounts | -30,038 | -76,886 |
Accounts receivable, net | 7,612,400 | 6,932,366 |
Commercial [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Gross accounts receivable | 2,782,179 | 2,546,268 |
Government [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Gross accounts receivable | $4,860,259 | $4,462,984 |
Accounts_Receivable_and_Unbill3
Accounts Receivable and Unbilled Accounts Receivable (Schedule of Unbilled Accounts Receivable) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Unbilled accounts receivable | $1,561,030 | $2,969,450 |
Commercial [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Unbilled accounts receivable | 435,230 | 1,564,078 |
Government [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Unbilled accounts receivable | $1,125,800 | $1,405,372 |
Property_and_Equipment_Schedul
Property and Equipment (Schedule of Property and Equipment) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross property and equipment | $3,319,269 | $2,806,283 |
Less: accumulated depreciation and amortization | -1,773,318 | -1,377,960 |
Property and equipment, net | 1,545,951 | 1,428,323 |
Land and building [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross property and equipment | 677,054 | 677,054 |
Computer hardware and software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross property and equipment | 2,052,280 | 1,544,233 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross property and equipment | 218,939 | 214,000 |
Leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross property and equipment | 368,596 | 368,596 |
Automobile [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross property and equipment | $2,400 | $2,400 |
Property_and_Equipment_Narrati
Property and Equipment (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation expense | $395,358 | $400,154 |
Capital lease obligations | ' | 176,200 |
Accumulated depreciation | 1,773,318 | 1,377,960 |
Capital leased assets, gross | 477,500 | 477,500 |
Capital leases [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation expense | 58,700 | 66,700 |
Accumulated depreciation | 408,900 | 350,200 |
Capital lease assets, net | 68,600 | 127,300 |
Capital leases [Member] | Disposal Of Property And Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Accumulated depreciation | ' | 130,700 |
Capital leased assets, gross | ' | 130,700 |
Lease Agreements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation expense | 395,400 | 400,160 |
Lease Agreements [Member] | Disposal Of Property And Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Accumulated depreciation | ' | 206,200 |
Capital leased assets, gross | ' | $206,900 |
Intangible_Assets_Schedule_of_
Intangible Assets (Schedule of Intangible Assets) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $7,554,171 | $7,554,171 |
Accumulated Amortization | -3,940,900 | -2,584,930 |
Net Book Value | 3,613,271 | 4,969,241 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 2,890,000 | 2,890,000 |
Accumulated Amortization | -1,405,000 | -1,005,835 |
Net Book Value | 1,485,000 | 1,884,165 |
Weighted Average Amortization Period | '6 years | '7 years |
Channel Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 540,000 | 540,000 |
Accumulated Amortization | -216,000 | -108,000 |
Net Book Value | 324,000 | 432,000 |
Weighted Average Amortization Period | '4 years | '5 years |
Telecommunications Software [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 2,450,000 | 2,450,000 |
Accumulated Amortization | -1,089,667 | -700,000 |
Net Book Value | 1,360,333 | 1,750,000 |
Weighted Average Amortization Period | '4 years | '5 years |
Cybersecurity Software [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 669,171 | 669,171 |
Accumulated Amortization | -530,486 | -348,344 |
Net Book Value | 138,685 | 320,827 |
Weighted Average Amortization Period | '2 years | '3 years |
Trade Name and Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 225,000 | 225,000 |
Accumulated Amortization | -179,750 | -22,750 |
Net Book Value | 45,250 | 202,250 |
Weighted Average Amortization Period | '1 year | '2 years |
Non-Compete Agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 780,000 | 780,000 |
Accumulated Amortization | -519,997 | -400,001 |
Net Book Value | $260,003 | $379,999 |
Weighted Average Amortization Period | '2 years | '3 years |
Intangible_Assets_Narrative_De
Intangible Assets (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Intangible Assets [Abstract] | ' | ' | ' |
Intangible assets, fair value | ' | $5,320,000 | $4,492,428 |
Capitalized software costs | ' | 132,000 | ' |
Amortization of intangible assets | 1,356,000 | 1,392,400 | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | 7,554,171 | 7,554,171 | ' |
Accumulated amortization | 3,940,900 | 2,584,930 | ' |
Purchased Intangible Assets [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Weighted Average Amortization Period | '6 years | ' | ' |
Internally Developed Intangible Assets [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Weighted Average Amortization Period | '2 years | ' | ' |
Customer Relationships [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | 2,890,000 | 2,890,000 | ' |
Accumulated amortization | 1,405,000 | 1,005,835 | ' |
Weighted Average Amortization Period | '6 years | '7 years | ' |
Customer Relationships [Member] | Disposal Of Intangible Assets [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | ' | 1,100,000 | ' |
Accumulated amortization | ' | 1,100,000 | ' |
Telecommunications Software [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | 2,450,000 | 2,450,000 | ' |
Accumulated amortization | 1,089,667 | 700,000 | ' |
Weighted Average Amortization Period | '4 years | '5 years | ' |
Telecommunications Software [Member] | Disposal Of Intangible Assets [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | ' | 500,000 | ' |
Accumulated amortization | ' | 500,000 | ' |
Cybersecurity Software [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | 669,171 | 669,171 | ' |
Accumulated amortization | 530,486 | 348,344 | ' |
Weighted Average Amortization Period | '2 years | '3 years | ' |
Cybersecurity Software [Member] | Disposal Of Intangible Assets [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | ' | 1,200,000 | ' |
Accumulated amortization | ' | $1,200,000 | ' |
Intangible_Assets_Schedule_of_1
Intangible Assets (Schedule of Estimated Amortization Expense) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Intangible Assets [Abstract] | ' | ' |
2014 | $1,120,385 | ' |
2015 | 737,552 | ' |
2016 | 691,167 | ' |
2017 | 569,167 | ' |
2018 | 247,500 | ' |
Thereafter | 247,500 | ' |
Net Book Value | $3,613,271 | $4,969,241 |
Line_of_Credit_and_Long_Term_D2
Line of Credit and Long Term Debt (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 17, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 30, 2011 | Dec. 29, 2011 | |
Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | iSYS call center facility [Member] | Cardinal Bank Mortgage Dated December 17, 2010 [Member] | Cardinal Bank Term Note Dated December 31, 2011 [Member] | Promissory Note Dated December 31, 2011 [Member] | Promissory Note Dated December 31, 2011 [Member] | Cardinal Bank Commercial Loan Agreement Facility [Member] | Cardinal Bank Commercial Loan Agreement Facility [Member] | Cardinal Bank Commercial Loan Agreement Facility [Member] | Cardinal Bank Commercial Loan Agreement Facility [Member] | Cardinal Bank Commercial Loan Agreement Facility [Member] | Cardinal Bank Commercial Loan Agreement Facility [Member] | Cardinal Bank Commercial Loan Agreement Facility [Member] | |||
Disposal Of Property And Equipment [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | $6,752,000 | ' | ' | ' | ' | ' | ' | $8,000,000 | $5,000,000 |
Proceeds from line of credit | 1,989,259 | 3,031,063 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 3,000,000 | ' | ' |
Repayments of line of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | 3,000,000 | ' | ' |
Purchase agreement, amount | ' | ' | ' | ' | ' | 677,000 | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | ' | ' | ' | 528,000 | 4,000,000 | 3,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Target net worth | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | 4,000,000 | 5,500,000 | ' | ' | ' | ' |
Debt service ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.2 | ' | ' | ' | ' | ' | ' |
Current ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.1 | ' | ' | ' | ' | ' | ' |
Debt instrument, term | ' | ' | ' | ' | ' | ' | '10 years | '5 years | '3 years | '3 years | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, stated interest rate | ' | ' | ' | ' | ' | ' | 6.00% | 4.50% | 3.00% | 3.00% | ' | ' | ' | ' | ' | ' | ' |
Additional rate over prime | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' |
Debt instrument, principal and interest repayments, amount | ' | ' | ' | ' | ' | ' | 3,800 | 74,694 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity date | ' | ' | ' | ' | ' | ' | 17-Dec-20 | 30-Dec-16 | 15-Apr-15 | 15-Apr-15 | ' | ' | ' | ' | ' | ' | ' |
Termination date of credit agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-14 | ' | ' | ' |
Debt instrument, period of time used to determine payment schedule | ' | ' | ' | ' | ' | ' | '20 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of estimated annual principal payments in 2014 | 1,150,455 | ' | ' | ' | ' | ' | ' | ' | ' | 333,333 | ' | ' | ' | ' | ' | ' | ' |
Fair value of estimated annual principal payments in 2015 | 1,186,309 | ' | ' | ' | ' | ' | ' | ' | ' | 333,334 | ' | ' | ' | ' | ' | ' | ' |
Non-cash gain on change in fair value of contingent obligation included in general and administrative expense | 1,250,000 | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital leased assets, gross | 477,500 | 477,500 | ' | ' | 130,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated depreciation | 1,773,318 | 1,377,960 | 408,900 | 350,200 | 130,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital lease obligations | ' | $176,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line_of_Credit_and_Long_Term_D3
Line of Credit and Long Term Debt (Schedule of Long-term Debt) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
Debt Instrument [Line Items] | ' | ' | ||
Total | $3,659,947 | $6,021,473 | ||
Less: current portion | -1,150,455 | -1,102,741 | ||
Long-term debt, net of current portion | 2,509,492 | 4,918,732 | ||
Cardinal Bank Mortgage Dated December 17, 2010 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total | 484,532 | [1] | 499,938 | [1] |
Cardinal Bank Term Note Dated December 31, 2011 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total | 2,508,748 | [2] | 3,271,535 | [2] |
Contingent Obligation Subordinated Seller Financed Promissory Note Dated December 31, 2011 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total | ' | [3] | 1,250,000 | [3] |
Non-Contingent Obligation Subordinated Seller Financed Promissory Note Dated December 31, 2011 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total | $666,667 | [4] | $1,000,000 | [4] |
[1] | On December 17, 2010, the Company entered into a real estate purchase agreement to acquire an operations center facility in Columbus, Ohio for approximately $677,000. In connection with the real estate purchase agreement the Company entered into a $528,000 ten-year mortgage with Cardinal Bank to fund the unpaid portion of the purchase price. The mortgage loan bears interest at 6.0% with monthly principal and interest payments of approximately $3,800, and matures on December 17, 2020. The mortgage loan principal and interest payments are based on a twenty-year amortization with the unpaid balance due at maturity. The mortgage loan is secured by the real estate. | |||
[2] | On December 31, 2011, the Company entered into a $4 million 5-year term note with Cardinal Bank to fund a portion of the purchase price paid in connection with the asset purchase agreement with AGS dated December 30, 2011. The term note bears interest at 4.50% with monthly principal and interest payments of approximately $74,694, and matures on December 30, 2016. The term note is secured under a corporate security agreement. | |||
[3] | On December 31, 2011, the Company entered into a subordinated 3-year term contingent promissory note ("contingent obligation") with a face value of $3.0 million with AGS to fund a portion of the purchase price paid in connection with the asset purchase agreement dated December 30, 2011. The Company carries this contingent obligation at fair value on the consolidated balance sheet. AGP floor and ceiling targets were not meet in fiscal 2012 which entitled the Company to reduce the face value of the contingent obligation by $0.9 million to a fair value of $1.25 million. AGS can earn up to $1.5 million in fiscal 2013 with the attainment of AGP of $6,752,000. The Company revised its fourth quarter 2013 forecasted AGP to reflect lower projected revenue growth from slower implementation of recently sold services. The Company believes these factors made it remote that the 2013 AGP target of $6,752,000 would be reached and accordingly revised the fair value of its contingent obligation to a zero at December 31, 2013. This contingent obligation is subordinated to the senior bank financing. | |||
[4] | On December 31, 2011, the Company entered into a $1 million subordinated 3-year term non-contingent promissory note ("term note" or "non-contingent obligation") with AGS to fund a portion of the purchase price paid in connection with the asset purchase agreement with Avalon Global Solutions, Inc. dated December 30, 2011. The term note bears interest at 3.0% with estimated remaining annual principal payments of $333,333 and $333,334 payable on April 15, 2014 and 2015, respectively, and matures on April 15, 2015. The Company paid the first installment due on April 15, 2013. The term notes are subordinated to the senior bank financing. |
Line_of_Credit_and_Long_Term_D4
Line of Credit and Long Term Debt (Summary of Future Repayments on Long-term Debt) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Future estimated remaining repayments on long-term debt for the fiscal years ending December 31: | ' | ' |
2014 | $1,150,455 | ' |
2015 | 1,186,309 | ' |
2016 | 892,443 | ' |
2017 | 20,187 | ' |
2018 | 21,432 | ' |
Thereafter | 389,121 | ' |
Total | $3,659,947 | $6,021,473 |
Line_of_Credit_and_Long_Term_D5
Line of Credit and Long Term Debt (Summary of Future Minimum Payments under Capital Leases) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Future minimum payments remaining under lease agreements for fiscal years ending December 31: | ' | ' |
2013 | $51,364 | ' |
2014 | 51,464 | ' |
2015 | 9,243 | ' |
2016 | ' | ' |
Thereafter | ' | ' |
Total | 112,071 | ' |
Less portion representing interest | -9,827 | ' |
Present value of minimum lease payments under capital lease agreements | 102,244 | ' |
Less current portion | -45,125 | -42,878 |
Capital lease obligations, net of current portion | $57,119 | $102,244 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ' |
Blanket purchase agreement, amount | $600,000,000 |
Limitation on use, amount | 4,900,000 |
Excess tax benefit from exercise of stock options | 1,550,000 |
Domestic Tax Authority [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carry forwards | 15,900,000 |
State and Local Jurisdiction [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carry forwards | $13,000,000 |
Minimum [Member] | Domestic Tax Authority [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carry forwards, expiration date | 1-Jan-17 |
Minimum [Member] | State and Local Jurisdiction [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carry forwards, expiration date | 1-Jan-20 |
Maximum [Member] | Domestic Tax Authority [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carry forwards, expiration date | 1-Jan-33 |
Maximum [Member] | State and Local Jurisdiction [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carry forwards, expiration date | 1-Jan-29 |
Income_Taxes_Schedule_of_Provi
Income Taxes (Schedule of Provision for Income Taxes) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current provision (benefit) | ' | ' |
Federal | ' | ' |
State | 249,273 | -17,864 |
Total | 249,273 | -17,864 |
Deferred provision (benefit) | ' | ' |
Federal | 96,180 | -33,748 |
State | 17,311 | -48,075 |
Total | 113,491 | -81,823 |
Income tax provision (benefit) | $362,764 | ($99,687) |
Income_Taxes_Schedule_of_Recon
Income Taxes (Schedule of Reconciliation of Income Taxes) (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Abstract] | ' | ' |
Statutory federal income tax rate | 34.00% | 34.00% |
State income tax rate (net of federal benefit) | -8.80% | 3.10% |
Non-deductible expenses | -2.40% | 3.10% |
Change in valuation allowance | 0.00% | -3.90% |
Adjustments to state net operating losses | 0.00% | -7.80% |
Adjustments to share-based compensation | -53.80% | 3.50% |
Change in fair value of contingent consideration | 0.00% | -44.50% |
Return to accrual difference true-ups | 1.60% | -0.10% |
Combined effective tax rate | -29.40% | -12.60% |
Income_Taxes_Schedule_of_Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Deferred tax assets: | ' | ' | ' |
Net operating loss carryforwards | $4,985,548 | $4,818,357 | ' |
Alternative minimum tax credit | 45,650 | 45,650 | ' |
Share-based compensation | 381,123 | 509,043 | ' |
Intangibles | 714,354 | 195,535 | ' |
Depreciation | 46,373 | 54,222 | ' |
Other assets | 166,642 | 156,617 | ' |
Total deferred tax assets | 6,339,690 | 5,779,424 | ' |
Less: valuation allowance | -712,847 | -849,654 | -880,384 |
Total deferred tax assets, net | 5,626,843 | 4,929,770 | ' |
Deferred tax liabilities: | ' | ' | ' |
Goodwill amortization | 1,886,197 | 1,106,326 | ' |
Capitalized software costs | 33,759 | 3,066 | ' |
Total deferred tax liabilities | 1,919,956 | 1,109,392 | ' |
Net deferred tax asset (liability) | $3,706,887 | $3,820,378 | ' |
Income_Taxes_Schedule_of_Chang
Income Taxes (Schedule of Change in Valuation Allowance) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Abstract] | ' | ' |
Beginning balance | ($849,654) | ($880,384) |
Decreases (Increases) | -6,431 | 30,730 |
Ending balance | ($712,847) | ($849,654) |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 18, 2010 | Nov. 18, 2010 | |
Series A Preferred Stock [Member] | Steve L. Komar [Member] | James T. McCubbin [Member] | |||
Stockholders' Equity [Abstract] | ' | ' | ' | ' | ' |
Common stock, shares authorized | 110,000,000 | 110,000,000 | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | ' | ' | ' |
Common stock, shares outstanding | 63,907,357 | 63,751,857 | ' | ' | ' |
Options exercised | 155,500 | 525,000 | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Restricted stock issued, shares | ' | ' | ' | 250,000 | 250,000 |
Statement [Line Items] | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ' | ' | ' |
Preferred stock, par value per share | $0.00 | $0.00 | ' | ' | ' |
Preferred stock, shares issued | 2,045,714 | 2,045,714 | 2,045,714 | ' | ' |
Shares remaining for issuance | 7,945,286 | ' | ' | ' | ' |
Stock_Options_and_Award_Progra2
Stock Options and Award Programs (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total intrinsic value of outstanding options | $3,100,000 | ' |
Total intrinsic value of exercisable options | 1,300,000 | ' |
Total intrinsic value of exercised options | 89,700 | 305,250 |
Unrecognized compensation cost related to stock options | $355,000 | ' |
Unrecognized compensation cost, period for recognition | '2 years 3 months 18 days | ' |
2008 Plan [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares authorized | 6,578,049 | ' |
Number of shares available for grant | 2,363,000 | ' |
1997 Director's Formula Stock Option Plan [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares authorized | 120,000 | ' |
Number of shares available for grant | 12,000 | ' |
1997 Director's Formula Stock Option Plan [Member] | Immediately [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected to vest | 8,000 | ' |
1997 Director's Formula Stock Option Plan [Member] | After First Year Of Service [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected to vest | 2,000 | ' |
1997 Director's Formula Stock Option Plan [Member] | After Second Year Of Service [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected to vest | 2,000 | ' |
Stock_Options_and_Award_Progra3
Stock Options and Award Programs (Summary of Non-vested Options) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
# of Shares | ' | ' |
Non-vested balances, beginning | 900,000 | 840,000 |
Granted | 1,650,000 | 400,000 |
Vested | ' | -340,000 |
Cancelled | -650,000 | ' |
Non-vested balances, ending | 1,900,000 | 900,000 |
Weighted Average Grant Date Fair Value per Share | ' | ' |
Non-vested balances, beginning | $0.60 | $0.70 |
Granted | $0.18 | $0.43 |
Vested | ' | $0.64 |
Cancelled | $0.22 | ' |
Non-vested balances, ending | $0.36 | $0.60 |
Weighted Average Remaining Option Life | ' | ' |
Non-vested balances, ending | '2 years 3 months 18 days | '3 years 6 months 29 days |
Stock_Options_and_Award_Progra4
Stock Options and Award Programs (Summary of Options Outstanding and Exercisable) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
# of Shares | ' | ' |
Options outstanding, beginning | 3,212,000 | 3,362,000 |
Issued | 1,650,000 | 400,000 |
Cancelled | -690,000 | -25,000 |
Expired | -680,000 | ' |
Exercised | -155,500 | -525,000 |
Options outstanding, ending | 3,336,500 | 3,212,000 |
Options outstanding and exercisable, ending | 1,436,500 | 2,312,000 |
Weighted Average Exercise Price per Share | ' | ' |
Options outstanding, beginning | $0.74 | $0.64 |
Issued | $0.52 | $0.69 |
Cancelled | $0.59 | $0.54 |
Expired | $0.55 | ' |
Exercised | $0.30 | $0.08 |
Options outstanding, ending | $0.72 | $0.74 |
Options outstanding and exercisable, ending | $0.76 | $0.67 |
Weighted Average Remaining Option Life | ' | ' |
Options outstanding, beginning | '3 years 10 months 6 days | '2 years 8 months 12 days |
Options outstanding and exercisable, ending | '1 year 9 months 29 days | '1 year 10 months 28 days |
Stock_Options_and_Award_Progra5
Stock Options and Award Programs (Schedule of Fair Value Assumptions) (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | ' | 74.00% |
Employee Stock Option [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected life | '7 years | '7 years |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected volatility | 67.00% | ' |
Risk-free interest rate | 0.38% | 0.38% |
Minimum [Member] | Non Employee Stock Option [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected life | '2 years | '2 years |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected volatility | 70.00% | ' |
Risk-free interest rate | 0.42% | 0.40% |
Maximum [Member] | Non Employee Stock Option [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected life | '3 years | '3 years |
Stock_Options_and_Award_Progra6
Stock Options and Award Programs (Schedule of Compensation Expense) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation before taxes | $227,035 | $217,611 |
Tot net share-based compensation expense | 227,035 | 217,611 |
General and Administrative Expense [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation before taxes | $227,035 | $217,611 |
Earnings_Per_Common_Share_EPS_1
Earnings Per Common Share (EPS) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Basic EPS Computation: | ' | ' |
Net (loss) income | ($1,694,785) | $832,301 |
Weighted average number of common shares | 63,802,275 | 63,474,871 |
Basic EPS | ($0.03) | $0.01 |
Diluted EPS Computation: | ' | ' |
Net (loss) income | ($1,694,785) | $832,301 |
Weighted average number of common shares | 63,802,275 | 63,474,871 |
Incremental shares from assumed conversions of stock options | ' | 283,761 |
Adjusted weighted average number of common shares | 63,802,275 | 63,758,632 |
Diluted EPS | ($0.03) | $0.01 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Rent expense | $767,000 | $808,000 |
Minimum [Member] | ' | ' |
Monthly rental payment | 1,000 | ' |
Maximum [Member] | ' | ' |
Monthly rental payment | $27,000 | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Schedule of Future Minimum Lease Payments) (Details) (USD $) | Dec. 31, 2013 |
Subsequent Event [Line Items] | ' |
2014 | $674,400 |
2015 | 478,400 |
2016 | 398,200 |
2017 | 330,000 |
2018 | 417,000 |
Thereafter | ' |
Total | 2,298,000 |
Property Leases [Member] | ' |
Subsequent Event [Line Items] | ' |
2014 | 657,000 |
2015 | 472,000 |
2016 | 386,000 |
2017 | 320,000 |
2018 | 417,000 |
Thereafter | ' |
Total | 2,252,000 |
Equipment Leases [Member] | ' |
Subsequent Event [Line Items] | ' |
2014 | 41,000 |
2015 | 30,000 |
2016 | 24,000 |
2017 | 10,000 |
2018 | ' |
Thereafter | ' |
Total | 105,000 |
Less Property Sublease [Member] | ' |
Subsequent Event [Line Items] | ' |
2014 | -23,600 |
2015 | -23,600 |
2016 | -11,800 |
2017 | ' |
2018 | ' |
Thereafter | ' |
Total | ($59,000) |
Details_of_Consolidated_Revenu2
Details of Consolidated Revenue (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details of Consolidated Revenue [Abstract] | ' | ' |
Professional services | $5,776,414 | $6,286,210 |
Managed services | 41,048,618 | 49,496,532 |
Total | $46,825,032 | $55,782,742 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 03, 2014 | Mar. 03, 2014 |
Subsequent Event [Member] | Subsequent Event [Member] | |||
Overallotment Option [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Stock issued, shares | ' | ' | 9,057,972 | ' |
Shares agreed for public offering | ' | ' | 7,876,497 | 1,181,475 |
Common stock, par value | $0.00 | $0.00 | $0.00 | ' |
Stock price per share | ' | ' | $1.38 | ' |
Proceeds from public offering, gross | ' | ' | $12,500,000 | ' |
Proceeds from public offering, net | ' | ' | $11,600,000 | ' |
Common stock, shares outstanding | 63,907,357 | 63,751,857 | 72,965,329 | ' |