Business Combinations | 9 Months Ended |
Sep. 30, 2014 |
Business Combinations [Abstract] | ' |
Business Combination Disclosure [Text Block] | ' |
3 | Business Combinations | | | | | | | | | | | | | | | | |
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Soft-ex Communications Limited |
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On May 1, 2014, WidePoint Global Solutions, Inc. (“WGS”), a wholly-owned subsidiary of the Company entered into a Share Sale and Purchase Agreement (the “Agreement”), with Gutteridge Limited (“Gutteridge”), a wholly-owned subsidiary of Soft-Ex Holdings Limited (“SHL”), and the shareholders of Soft-Ex Holdings Limited, pursuant to which WGS purchased all of the outstanding equity of Soft-ex Communications Limited (“SCL”). As a result of this transaction, SCL became a wholly-owned subsidiary of WidePoint. WidePoint acquired all of the outstanding equity of SCL for $6.0 million. The purchase price for the outstanding equity of SCL consisted of (i) the payment at closing of cash in the amount of $5 million, subject to a post-closing net working capital adjustment, and (ii) the delivery of a contingent subordinated unsecured loan note in the principal amount of $1.0 million (the “Note”). |
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WidePoint’s long term strategic objective of expanding its services and presence outside of the United States was launched with the acquisition of SCL. SCL is a leading supplier of telecom data intelligence services offered as a Software-as-a-Service (SaaS) solution that provides unique online data intelligence for Communication Service Providers (CSPs) and their enterprise customers for fixed, mobile, and IP/PABX communications. The addition of SCL complements the Company’s MMS offering and provides access to global CSPs and their customers and partners in over 90 countries throughout European and Middle Eastern markets. |
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SCL’s principal executive and administrative office headquarters is in Dublin, Ireland. SCL has two operating subsidiaries, Soft-Ex BV and Soft-Ex UK Limited, which maintain offices and operations in the Netherlands and the United Kingdom, respectively. SCL has been in business since 1989. |
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The Company has retained a qualified valuation expert to estimate the fair value of the assets acquired and the liabilities assumed and the related allocations of purchase consideration. In connection with the valuation of this business combination the Company is in the process of identifying material adjustments necessary to conform SCL’s accounting policies to the Company’s accounting policies. The excess of purchase price over the net tangible and intangible assets has been preliminarily recorded as goodwill. |
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Purchase Consideration |
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The following table sets forth the provisional fair value of consideration paid in connection with acquisition of SCL as of May 1, 2014 (unaudited): |
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Cash consideration | | $ | 5,000,000 | -1 | | | | | | | | | | | | | |
Contingent subordinated unsecured loan | | | 1,000,000 | -2 | | | | | | | | | | | | | |
note payable consideration | | | | | | | | | | | | |
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Fair value of consideration paid | | $ | 6,000,000 | -3 | | | | | | | | | | | | | |
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(1) The Company used operating cash on hand of $5.0 million, of which $4.35 million was released to the seller upon closing of the transaction and the remainder was delivered into escrow. Under the terms of the escrow agreement, the funds shall be released (subject to satisfaction of the terms of the escrow agreement) in two amounts with the first release of $0.15 million on or about May 1, 2015 and the second release of $0.5 million on or about August 1, 2015. The release of funds held in escrow may be subject to adjustment based on final net working capital as described in (3) below. |
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(2) The Company issued a subordinated unsecured loan Note in the principal amount of $1.0 million to satisfy the remainder of the purchase price. This is a US dollar denominated obligation. The Note accrues interest at the annual rate of 3% and provides for a lump sum payment of principal and interest on May 31, 2015; provided however that in the event that SCL fails to generate gross revenue for the three (3) months ending April 30, 2015 that is at least equal to 75% of the gross revenue generated by SCL for the three (3) months immediately preceding the acquisition of SCL, then the full face value of the Note shall be abrogated and all obligations of WGS under the Note shall be cancelled and waived. The principal amount may be subject to adjustment based on final net working capital as described in (3) below. |
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(3) On October 21, 2014, a final determination of net working capital resulted in a deficiency of €26,670 ($34,055 USD/EURO rate of $1.2769) which will result in a decrease in total purchase consideration upon receipt of the proceeds from SHL. |
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Fair Value of Assets Acquired and Liabilities Assumed |
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The following table summarizes the provisional fair values of the assets acquired and liabilities assumed in connection with acquisition of SCL as of May 1, 2014 (unaudited): |
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Fair value of identifiable assets acquired and liabilities assumed: |
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Cash | | $ | 920,372 | | | | | | | | | | | | | | |
Trade receivables | | | 1,294,573 | | | | | | | | | | | | | | |
Other current assets | | | 248,026 | | | | | | | | | | | | | | |
Property and equipment | | | 333,650 | | | | | | | | | | | | | | |
Intangibles | | | 984,923 | | | | | | | | | | | | | | |
Other assets | | | 2,437 | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | | -1,937,627 | | | | | | | | | | | | | | |
Capital lease obligation | | | -66,814 | | | | | | | | | | | | | | |
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Total identifiable net assets acquired | | $ | 1,779,540 | | | | | | | | | | | | | | |
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Goodwill | | | 4,220,460 | | | | | | | | | | | | | | |
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Total purchase price | | $ | 6,000,000 | | | | | | | | | | | | | | |
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Transaction Costs |
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The Company incurred acquisition related due diligence, legal and accounting and transaction costs (including Irish stamp taxes and other processing costs) in connection with acquisition of SCL. For the three month period ended September 30, 2014, the Company did not incur any material post-transaction related costs. For the nine month period ended September 30, 2014, the Company incurred costs of approximately $250,300. These transaction-related costs were expensed as incurred and reflected in general and administrative expense in the consolidated statements of operations for the periods presented. |
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Employment Agreements |
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In connection with acquisition of SCL, the Company entered into an employment agreement Ian Sparling, the Chief Executive Officer of SCL (the “Employment Agreement”), for Mr. Sparling to continue to serve as the Chief Executive Officer of SCL. The Employment Agreement provides for an annual base salary of €175,000 ($241,500). In addition, Mr. Sparling shall be eligible to receive bonus compensation of up to 50% of his annual salary. Mr. Sparling will also receive an annual automobile allowance in the amount €16,500 ($22,800) and SCL will contribute up to €15,000 ($20,700) to SCL's pension plan. |
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Mr. Sparling was also granted an option to purchase 200,000 shares of common stock of WidePoint. The option has a term of 7 years, with the option to vest in full on the fifth anniversary of the grant date of the option. The vesting date of the option will accelerate in the event that certain performance goals are achieved or in the event of a change in control of WidePoint. Options were granted at market price on the date of grant. |
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The Employment Period will continue unless terminated earlier by (i) Mr. Sparling or SCL upon 9 months' advance written notice to the other party, (ii) SCL, immediately upon the provision of written notice to Mr. Sparling, provided that the remuneration to which Mr. Sparling is entitled under the Employment Agreement shall continue for a period of 9 months following such termination, or (iii) by SCL upon the occurrence of certain events or actions by Mr. Sparling, including Mr. Sparling being declared bankrupt or being found guilty of fraud, serious misconduct or willful neglect to carry out his duties under the Employment Agreement. Mr. Sparling agreed not to compete with the Company during the twelve months following a termination of his employment. As of September 30, 2014, Mr. Sparling continued to be employed by the Company. |
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Supplemental Unaudited Pro Forma Information |
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The accompanying unaudited pro forma condensed consolidated financial information were prepared in accordance with the purchase method of accounting. The pro forma adjustments presented herein are preliminary, and do not reflect estimated amortization resulting from intangible assets, and may not reflect any final purchase price adjustments made. As the final fair value calculations are being prepared, increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments, which may result in material differences from the information presented herein. |
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The following unaudited pro forma condensed consolidated statements of operations of WidePoint for each of the three and nine month periods ended September 30, 2014 and 2013 have been prepared as if the acquisition of SCL had occurred at January 1, 2013 (unaudited): |
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| | THREE MONTHS ENDED | | | NINE MONTHS ENDED | | |
| | SEPTEMBER 30, | | | SEPTEMBER 30, | | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | | |
| | (a) | | | (a) | | | (a) | | | (a) | | |
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| | (Unaudited) | |
Revenues, net | | $ | 14,556,000 | | | $ | 13,670,000 | | | $ | 38,487,000 | | | $ | 39,782,000 | | |
Net (loss) income | | $ | -5,901,000 | (b) | | $ | 372,000 | (b) | | $ | -7,627,000 | (b) | | $ | 647,000 | (b) | |
Basic (loss) earnings per share | | $ | -0.081 | | | $ | 0.006 | | | $ | -0.107 | | | $ | 0.01 | | |
Diluted (loss) earnings per share | | $ | -0.081 | | | $ | 0.006 | | | $ | -0.107 | | | $ | 0.01 | | |
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(a) To reflect on a pro forma basis unaudited consolidated financial information for the three and nine month periods ended September 30, 2014 and 2013 for WidePoint. SCL’s most recently completed fiscal year end was April 30, 2014 which differs from WidePoint’s December 31 year end. The unaudited financial information presented herein were derived from historical internally prepared financial statements for SCL and WidePoint’s Form 10-Q quarterly unaudited financial statements. SCL’s financial statements are prepared in accordance with Irish GAAP, as such additional adjustments were made to convert SCL Irish GAAP presentation to a US GAAP presentation to align with WidePoint’s accounting policies. SCL’s reporting currency unit is the Euro. SCL’s US GAAP unaudited historical statement of operations for the three and nine month periods ended September 30, 2014 and 2013 were translated into WidePoint’s reporting currency using an average USD/EURO rate of $1.3266, $1.3241, $1.3560 and $1.3168, respectively. |
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(b) As more fully described above under “purchase consideration”, in conjunction with the share sale and purchase agreement with SCL, WidePoint issued a subordinated unsecured loan Note in the principal amount of $1.0 million. Pro forma interest expense was calculated for this Note under the assumption that the probability of failing to generate adequate gross revenues is considered remote at this time based on projection available at the time of the transaction. Pro forma interest expense adjustments included for each of the three and nine month periods ended September 30, 2014 and 2013 was approximately $0 and $10,000, respectively. |
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