Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | WidePoint Corporation | |
Entity Central Index Key | 0001034760 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 9,311,761 | |
Entity File Number | 001-33035 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 52-2040275 | |
Entity Address Address Line 1 | 11250 Waples Mill Road | |
Entity Address Address Line 2 | South Tower 210 | |
Entity Address City Or Town | Fairfax | |
Entity Address State Or Province | VA | |
Entity Address Postal Zip Code | 22030 | |
City Area Code | 703 | |
Local Phone Number | 349-2577 | |
Security 12b Title | Common Stock, $0.001 par value per share | |
Trading Symbol | WYY | |
Security Exchange Name | NYSE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||
REVENUES | $ 34,207,279 | $ 25,273,681 |
COST OF REVENUES (including amortization and depreciation of $576,905 and $502,560, respectively) | 29,541,388 | 21,463,741 |
GROSS PROFIT | 4,665,891 | 3,809,940 |
OPERATING EXPENSES | ||
Sales and marketing | 611,893 | 521,678 |
General and administrative expenses (including share-based compensation of $417,783 and $140,116, respectively) | 4,448,483 | 3,910,820 |
Depreciation and amortization | 256,534 | 265,843 |
Total operating expenses | 5,316,910 | 4,698,341 |
LOSS FROM OPERATIONS | (651,019) | (888,401) |
OTHER (EXPENSE) INCOME | ||
Interest income | 49,426 | 2,196 |
Interest expense | (58,737) | (58,778) |
Other (expense) income, net | (34,871) | (194) |
Total other (expense) income, net | (44,182) | (56,776) |
LOSS BEFORE INCOME TAX (BENEFIT) PROVISION | (695,201) | (945,177) |
INCOME TAX (BENEFIT) PROVISION | (42,091) | 6,302 |
NET LOSS | $ (653,110) | $ (951,479) |
EARNINGS PER SHARE, BASIC AND DILUTED | $ (0.07) | $ (0.11) |
WEIGHTED-AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED | 8,897,819 | 8,739,317 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||
Depreciation and amortization on cost of revenue | $ 576,905 | $ 502,560 |
Share-Based Compensation Expense | $ 417,783 | $ 140,116 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) | ||
NET LOSS | $ (653,110) | $ (951,479) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments, net of tax | (22,220) | 37,248 |
Other comprehensive income (loss): | (22,220) | 37,248 |
COMPREHENSIVE LOSS | $ (675,330) | $ (914,231) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash | $ 5,267,934 | $ 6,921,160 |
Accounts receivable, net of allowance for credit losses of $79,698 and $81,359, respectively | 6,804,519 | 8,219,793 |
Unbilled accounts receivable | 23,072,400 | 16,618,639 |
Other current assets | 1,624,712 | 1,083,671 |
Total current assets | 36,769,565 | 32,843,263 |
NONCURRENT ASSETS | ||
Property and equipment, net | 695,268 | 780,800 |
Lease right of use asset | 3,876,013 | 4,045,222 |
Intangible assets, net | 6,751,932 | 7,336,348 |
Goodwill | 5,811,578 | 5,811,578 |
Other long-term assets | 489,700 | 483,288 |
Total assets | 54,394,056 | 51,300,499 |
CURRENT LIABILITIES | ||
Accounts payable | 12,061,252 | 12,633,658 |
Accrued expenses | 20,594,212 | 16,175,702 |
Current portion of deferred revenue | 1,850,537 | 2,009,343 |
Current portion of lease liabilities | 619,708 | 638,258 |
Total current liabilities | 35,125,709 | 31,456,961 |
NONCURRENT LIABILITIES | ||
Lease liabilities, net of current portion | 3,995,834 | 4,114,516 |
Contingent consideration | 6,900 | 6,900 |
Deferred revenue, net of current portion | 999,761 | 1,027,770 |
Deferred tax liabilities, net | 64,753 | 16,923 |
Total liabilities | 40,192,957 | 36,623,070 |
Commitments and contingencies (Note 14) | 0 | 0 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 2,045,714 shares issued and none outstanding | 0 | 0 |
Common stock, $0.001 par value; 30,000,000 shares authorized; 9,311,761 and 8,893,220 shares issued and outstanding, respectively | 9,313 | 8,894 |
Additional paid-in capital | 102,349,962 | 102,151,381 |
Accumulated other comprehensive loss | (357,119) | (334,899) |
Accumulated deficit | (87,801,057) | (87,147,947) |
Total stockholders' equity | 14,201,099 | 14,677,429 |
Total liabilities and stockholders' equity | $ 54,394,056 | $ 51,300,499 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Allowance for doubtful accounts receivable | $ 79,698 | $ 81,359 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 9,311,761 | 8,893,220 |
Common stock, shares outstanding | 9,311,761 | 8,893,220 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (653,110) | $ (951,479) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Deferred income tax expense | 45,200 | 0 |
Depreciation expense | 260,302 | 267,309 |
Provision for credit losses | 7,566 | 35,858 |
Amortization of intangibles | 573,137 | 501,094 |
Share-based compensation expense | 417,783 | 140,116 |
Changes in assets and liabilities: | ||
Accounts receivable and unbilled receivables | (5,317,052) | (2,528,761) |
Inventories | (291,356) | (17,294) |
Other current assets | (251,778) | 15,790 |
Other assets | (6,412) | 0 |
Accounts payable and accrued expenses | 3,909,794 | 113,869 |
Income tax payable | (72,015) | 55,703 |
Deferred revenue and other liabilities | (178,728) | (121,253) |
Other liabilities | 0 | 0 |
Net cash used in operating activities | (1,556,669) | (2,489,048) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (6,494) | (96,721) |
Capitalized hardware and software development costs | 0 | (262,549) |
Proceeds from beneficial interest in sold receivables | 259,125 | 0 |
Net cash provided by (used in) investing activities | 252,631 | (359,270) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advances on bank line of credit | 1,000,000 | 4,313,007 |
Repayments of bank line of credit advances | (1,000,000) | (4,313,007) |
Principal repayments under finance lease obligations | (137,469) | (125,568) |
Withholding taxes paid on behalf of employees on net settled restricted stock awards | (218,783) | (3,628) |
Net cash used in financing activities | (356,252) | (129,196) |
Net effect of exchange rate on cash | 7,064 | 24,613 |
NET DECREASE IN CASH | (1,653,226) | (2,952,901) |
CASH, beginning of period | 6,921,160 | 7,530,864 |
CASH, end of period | 5,267,934 | 4,577,963 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest | 51,940 | 55,979 |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Capitalized hardware and software development costs in accounts payable | $ 0 | $ 190,773 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) | Total | Additional Paid-In Capital | Accumulated OCI | Accumulated Deficit | Common Stock |
Balance, shares at Dec. 31, 2022 | 8,725,476 | ||||
Balance, amount at Dec. 31, 2022 | $ 17,751,203 | $ 101,194,185 | $ (350,234) | $ (83,101,474) | $ 8,726 |
Net income loss | (951,479) | 0 | 0 | (951,479) | |
Foreign currency translation - gain (loss) | 37,248 | 37,248 | |||
Stock compensation expense - restricted | 140,116 | 140,116 | 0 | 0 | |
Issuance of common stock - restricted, amount | (3,628) | (3,642) | 0 | 0 | $ 14 |
Issuance of common stock - restricted, shares | 13,841 | ||||
Balance, amount at Mar. 31, 2023 | 16,973,460 | 101,330,659 | (312,986) | (84,052,953) | $ 8,740 |
Balance, shares at Mar. 31, 2023 | 8,739,317 | ||||
Balance, shares at Dec. 31, 2023 | 8,893,220 | ||||
Balance, amount at Dec. 31, 2023 | 14,677,429 | 102,151,381 | (334,899) | (87,147,947) | $ 8,894 |
Net income loss | (653,110) | 0 | 0 | (653,110) | 0 |
Foreign currency translation - gain (loss) | (22,220) | (22,220) | |||
Stock compensation expense - restricted | 389,393 | 389,393 | 0 | 0 | |
Issuance of common stock - restricted, amount | (218,783) | (219,202) | 0 | 0 | $ 419 |
Issuance of common stock - restricted, shares | 418,541 | ||||
Stock compensation expense - non-qualified stock options | 28,390 | 28,390 | 0 | ||
Balance, amount at Mar. 31, 2024 | $ 14,201,099 | $ 102,349,962 | $ (357,119) | $ (87,801,057) | $ 9,313 |
Balance, shares at Mar. 31, 2024 | 9,311,761 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization and Nature of Operations | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Organization WidePoint Corporation (“WidePoint” or the “Company”) was incorporated in Delaware on May 30, 1997 and conducts operations through its wholly-owned operating subsidiaries throughout the continental United States, Ireland, the Netherlands and the United Kingdom. The Company’s principal executive and administrative headquarters is located in Fairfax, Virginia. Nature of Operations The Company is a leading provider of Technology Management as a Service (TMaaS). The Company’s TMaaS platform and service solutions enable its customers to efficiently secure, manage and analyze the entire lifecycle of their mobile communications assets through its federally compliant platform Intelligent Technology Management System (ITMS™). The Company’s ITMS platform is SSAE 18 compliant and was granted an Authority to Operate by the U.S. Department of Homeland Security. Additionally, the Company was granted an Authority to Operate by the General Services Administration with regard to its identity credentialing component of its TMaaS platform. The Company’s TMaaS platform is internally hosted and accessible on-demand through a secure customer portal that is specially configured for each customer. The Company can deliver these solutions in a number of configurations ranging from utilizing the platform as a service to a full-service solution that includes full lifecycle support for all end users and the organization. A significant portion of the Company’s expenses, such as personnel and facilities costs, are fixed in the short term and may not be easily modified to manage through changes in the Company’s market place that may create pressure on pricing and/or costs to deliver its services. The Company has periodic capital expense requirements to maintain and upgrade its internal technology infrastructure tied to its hosted solutions and other such costs may be significant when incurred in any given quarter. |
Basis of Presentation and Accou
Basis of Presentation and Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation and Accounting Policies | |
Basis of Presentation and Accounting Policies | 2. Basis of Presentation and Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements as of March 31, 2024 and for each of the three month periods ended March 31, 2024 and 2023, included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to such regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. It is the opinion of management that all adjustments (which include normal recurring adjustments) necessary for a fair statement of financial results are reflected in the financial statements for the interim periods presented. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The results of operations for the three month period ended March 31, 2024 are not necessarily indicative of the operating results for the full year. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and acquired entities since their respective dates of acquisition. All significant inter-company amounts were eliminated in consolidation. Foreign Currency Assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon exchange rates prevailing at the end of each reporting period. The resulting translation adjustments, along with any related tax effects, are included in accumulated other comprehensive income, a component of stockholders’ equity. Translation adjustments are reclassified to earnings upon the sale or substantial liquidation of investments in foreign operations. Revenues and expenses are translated at the average month-end exchange rates during the year. Gains and losses related to transactions in a currency other than the functional currency, including operations outside the U.S. where the functional currency is the U.S. dollar, are reported net in the Company’s condensed consolidated statements of operations, depending on the nature of the activity. Use of Estimates The preparation of condensed 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, allowance for credit losses, 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. There were no significant changes in accounting estimates used by management during the quarter. Segment Reporting The Company’s TMaaS offerings are substantially managed service driven solutions that use our proprietary technology platform to deliver our services and reported on that basis to its Chief Operating Decision Maker who evaluates its business as a single segment. See Note 13 for detailed information regarding the composition of revenues. Significant Accounting Policies There were no significant changes in the Company’s significant accounting policies during the first three months of 2024 from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 26, 2024. Recently Adopted Accounting Standards On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
Accounts Receivable and Signifi
Accounts Receivable and Significant Concentrations | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Receivable and Significant Concentrations | |
Accounts Receivable and Significant Concentrations | 3. Accounts Receivable and Significant Concentrations A significant portion of the Company’s receivables are billed under firm fixed price contracts with agencies of the U.S. federal government and similar pricing structures with several corporations. Accounts receivable consist of the following by customer type in the table below as of the periods presented: MARCH 31, DECEMBER 31, 2024 2023 (Unaudited) U.S. Federal, State, and Local Government (1) $ 4,410,463 $ 6,402,922 Commercial (2) 2,473,754 1,898,230 Gross accounts receivable 6,884,217 8,301,152 Less: allowances for credit losses (3) 79,698 81,359 Accounts receivable, net $ 6,804,519 $ 8,219,793 (1) Government contracts are generally firm fixed price not to exceed arrangements with a term of five (5) years, which consists of a base year and four (4) annual option year renewals. Government receivables are billed under a single consolidated monthly invoice and are billed approximately thirty (30) to sixty (60) days in arrears from the date of service and payment is generally due within thirty (30) days of the invoice date. Government accounts receivable payments could be delayed due to administrative processing delays by the government agency, continuing budget resolutions or a government shutdown that may delay availability of contract funding, and/or administrative only invoice correction requests by contracting officers that may delay payment processing by our government customers. (2) Commercial contracts are generally fixed price arrangements with contract terms ranging from two (2) to three (3) years. Commercial accounts receivables are billed based on the underlying contract terms and conditions which generally have repayment terms that range from thirty (30) to ninety (90) days. Commercial receivables are stated at amounts due from customers net of an allowance for credit losses if deemed necessary. (3) For the three month period ended March 31, 2024, the Company did not recognize any material provisions of recoveries of existing provision for credit losses. The Company has not historically maintained an allowance for credit losses for its government customers as it has not experienced material or recurring credit losses and the nature and size of the contracts has not necessitated the Company’s establishment of such an allowance for credit losses. Significant Concentrations The following table presents consolidated trade accounts receivable by customer as of the periods presented below: MARCH 31, DECEMBER 31, 2024 2023 As a % of As a % of Customer Type Receivables Receivables (Unaudited) U.S. Federal Government 64 % 77 % The following table presents revenue by customer for each of the periods presented: THREE MONTHS ENDED MARCH 31, Customer Type As a % of Revenue 2024 As a % of Revenue 2023 U.S. Federal Government (1) 82 % 80 % (1) Sales to the U.S. federal government include sales from contracts for which we are the prime contractor, as well as those for which we are a subcontractor and the ultimate customer is the U.S. government. Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions, the balances of which frequently exceed federally insured limits. If the financial institution with whom we do business were to be placed into receivership, we may be unable to access to the cash we have on deposit with such institutions. If we are unable to access our cash and cash equivalents as needed, our financial position and ability to operate our business could be adversely affected. At March 31, 2024, the Company had deposits in excess of FDIC limits of approximately $3.8 million. The Company also maintains deposits with a financial institution in Ireland that are insured by the Central Bank of Ireland up to a maximum of €100,000 per financial institution. At March 31, 2024, the Company had foreign bank deposits in excess of insured limits of approximately €328,900. |
Unbilled Accounts Receivable
Unbilled Accounts Receivable | 3 Months Ended |
Mar. 31, 2024 | |
Unbilled Accounts Receivable | |
Unbilled Accounts Receivable | 4. Unbilled Accounts Receivable Unbilled accounts receivable represent revenues earned but not invoiced to the customer at the balance sheet date due to either timing of invoice processing or delays due to fixed contractual billing schedules. A significant portion of our unbilled accounts receivable consist of carrier services and hardware and software products delivered but not invoiced at the end of the reporting period. The following table presents customers that represent ten (10) percent or more of consolidated unbilled accounts receivable as of the dates presented below: MARCH 31, DECEMBER 31, 2024 2023 As a % of As a % of Customer Type Unbilled Receivables Unbilled Receivables (Unaudited) U.S. Federal Government 98 % 97 % |
Other Current Assets and Accrue
Other Current Assets and Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Other Current Assets and Accrued Expenses | |
Other Current Assets and Accrued Expenses | 5. Other Current Assets and Accrued Expenses Other current assets consisted of the following as of the dates presented below: MARCH 31, DECEMBER 31, 2024 2023 (Unaudited) Inventories $ 657,326 $ 366,126 Prepaid insurance and other assets 967,386 717,545 Total other current assets $ 1,624,712 $ 1,083,671 Accrued expenses consisted of the following as of the dates presented below: MARCH 31, DECEMBER 31, 2024 2023 (Unaudited) Carrier service costs $ 17,309,510 $ 12,959,350 Salaries and payroll taxes 2,010,890 1,681,160 Inventory purchases, consultants and other costs 1,273,812 1,463,102 Other - 72,090 $ 20,594,212 $ 16,175,702 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment | |
Property and Equipment | 6. Property and Equipment Major classes of property and equipment consisted of the following as of the dates presented below: MARCH 31, DECEMBER 31, 2024 2023 (Unaudited) Computer hardware and software $ 3,343,801 $ 3,355,488 Furniture and fixtures 501,098 503,913 Leasehold improvements 323,847 330,040 Automobiles 128,187 128,994 Gross property and equipment 4,296,933 4,318,435 Less: accumulated depreciation and amortization 3,601,665 3,537,635 Property and equipment, net $ 695,268 $ 780,800 During the three month periods ended March 31, 2024 and 2023 property and equipment depreciation expense was approximately $91,100 and $116,400, respectively. During the three month periods ended March 31, 2024 and 2023, there were no material disposals of owned property and equipment. There were no changes in the estimated useful lives used to depreciate property and equipment during the three month periods ended March 31, 2024 and 2023. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets The Company has recorded goodwill of $5,811,578 as of March 31, 2024 and December 31, 2023. There were no changes in the carrying amount of goodwill during the three month period ended March 31, 2024. Intangible assets consists of the following: MARCH 31, 2024 Gross Carrying Accumulated Net Book Amount Amortization Value Customer Relationships $ 2,392,000 $ (598,000 ) $ 1,794,000 Channel Relationships 2,628,080 (1,737,453 ) 890,627 Internally Developed Software 7,871,341 (4,769,140 ) 3,102,201 Trade Name and Trademarks 1,330,472 (365,368 ) 965,104 $ 14,221,893 $ (7,469,961 ) $ 6,751,932 DECEMBER 31, 2023 Gross Carrying Accumulated Net Book Amount Amortization Value Customer Relationships $ 2,392,000 $ (538,200 ) $ 1,853,800 Channel Relationships 2,628,080 (1,693,652 ) 934,428 Internally Developed Software 7,892,045 (4,331,203 ) 3,560,842 Trade Name and Trademarks 1,330,472 (343,194 ) 987,278 $ 14,242,597 $ (6,906,249 ) $ 7,336,348 The Company did not capitalize any internally developed software costs for the three month period ended March 31, 2024. For the three month period ended March 31, 2023, the Company capitalized $453,300 of internally developed software costs, primarily associated with upgrading our ITMS™ (Intelligent Technology Management System), secure identity management technology and secure network operations center of which $280,220 was transferred from capital work in progress to internally developed software during the period. Capital work in progress is included in other long-term assets in the consolidated balance sheet. There were no disposals of intangible assets during the three month period ended March 31, 2024 and 2023. The aggregate amortization expense recorded for the three month periods ended March 31, 2024 and 2023 were approximately $573,100 and $501,100 respectively. As of March 31, 2024, estimated annual amortization for our intangible assets is approximately: Remainder of 2024 $ 1,776,442 2025 1,731,939 2026 922,517 2027 557,950 2028 503,106 Thereafter 1,259,978 Total $ 6,751,932 |
Credit Agreements
Credit Agreements | 3 Months Ended |
Mar. 31, 2024 | |
Credit Agreements | |
Credit Agreements | 8. Credit Agreements From June 15, 2017 to June 2023, the Company had a Loan and Security Agreement with Atlantic Union Bank that matured in June 2023 and was not renewed. On April 28, 2023, the Company entered into an Accounts Receivable Purchase Agreement (the “Purchase Agreement”) with Republic Capital Access, LLC (the “Buyer”) for the non-recourse sale of eligible accounts receivable relating to U.S. Government prime contracts or subcontracts of the Company (collectively, the “Purchased Receivables”) to replace the Company’s matured Loan and Security Agreement with Atlantic Union Bank. Upon purchase, Buyer becomes the absolute owner of any such Purchased Receivables, which are payable directly to the Buyer. The total amount of Purchased Receivables is subject to a maximum limit of $4 million outstanding Purchased Receivables at any time, with an available increase to $14 million, subject to adequate receivables. The Purchase Agreement contained customary fees, covenants and representations. Pursuant to the Purchase Agreement, the Company may from time to time offer and sell eligible accounts receivable to the Buyer. The Buyer pays the sales proceed of the purchase of the receivable invoices in two installments; first installment is Initial Purchase Price, which is 90% if the debtor is an agency of the U.S. Government, and 85% if the debtor is not an agency of the U.S. Government, of the invoice amount. The second and final installment is the residual purchase price that is the invoice amount less the initial purchase price less applicable discount factor and fees. During the three month period ended March 31, 2024, the Company sold a total of $2.9 million of receivables for $2.8 million in proceeds net of fees. As of March 31, 2024, there is no outstanding residual payment balance under the Purchase Agreement and it expired in April of 2024. On February 29, 2024, the Company entered into a Loan and Security Agreement (the “Loan”) and Promissory Note (the “Note,” and, together with the Loan, the “Agreements”) with Old Dominion National Bank. The Agreements provide for a new $4,000,000 revolving line of credit facility (the “Credit Facility”). Advances under the Credit Facility are subject to a borrowing base equal to the lesser of (i) $4,000,000 or (ii) 80% of billed accounts receivable less than 90 days outstanding. Interest accrues on the outstanding principal balance of the Credit Facility at an annual rate equal to the Prime Rate published in The Wall Street Journal, subject to a floor rate of 7.25%. Outstanding interest on the amount borrowed is payable monthly and all outstanding interest and principal is due on the maturity date of February 28, 2025. The Credit Facility includes customary covenants and events of default, including the following items that are measured annually commencing December 31, 2024: (i) a minimum tangible net worth of $2.0 million; (ii) a minimum annual EBITDA of $1.0 million and (iii) a ratio of current assets to current liabilities of not less than 1.0 to 1.0. The terms of new Credit Facility prohibit the use of our Factoring Arrangement. The Company did not have an outstanding balance on its Credit Facility as of March 31, 2024. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes | |
Income Taxes | 9. Income Taxes The Company’s effective tax rate was 6.1% and (0.7)% for the three month periods ended March 31, 2024 and 2023, respectively. The difference in the effective tax rate and the U.S. federal statutory rate was primarily due to the full valuation allowance the Company maintains against its deferred tax assets and state minimum taxes in the United States. The effective tax rate is calculated by dividing the Provision (benefit) for income taxes by the loss before provision (benefit) for income taxes. |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders Equity | |
Stockholders' Equity | 10. Stockholders’ Equity Common Stock The Company is authorized to issue 30,000,000 shares of common stock, $0.001 par value per share. As of March 31, 2024, there were 9,311,761 shares issued and outstanding. On June 22, 2023, the stockholders of the Company approved an amendment and restatement of the 2017 WidePoint Omnibus Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance by one million three hundred thousand shares (1,300,000). During the three month period ended March 31, 2024, there were 503,313 shares of common stock vested in accordance with the vesting terms of RSAs. Six employees received less than the shares vested because they elected to have a total of 84,772 shares withheld in satisfaction of the employees corresponding tax liability of approximately $218,800. The Company’s payment of this tax liability was recorded as a cash flow from financing activity on the consolidated statement of cash flows. During the three month period ended March 31, 2023, there were 15,837 shares of common stock vested in accordance with the vesting terms of the RSAs. Two employees received less than the shares vested because they elected to have a total of 1,993 shares withheld in satisfaction of the employees corresponding tax liability of approximately $3,600. The Company’s payment of this tax liability was recorded as a cash flow from financing activity on the consolidated statement of cash flows. There were no stock option exercises during the three month periods ended March 31, 2024 and 2023. Contingent Warrants Liability-classified warrants consist of warrants to acquire common stock at an exercise price of $5.33 per share as part of the consideration for the acquisition of ITA in 2021, during the earn-out period from 2021 to 2024. Based on our consideration of the ASC 815-40 guidance, we account for these contingent warrants as a liability. The estimated fair value of outstanding contingent warrants accounted for as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the consolidated statement of operations as other income (expense). Warrants Issued On March 31, 2022, the Company issued a warrant to purchase 75,000 shares of common stock as part of the contingent consideration earned by ITA for 2021 EBITDA achievement. The warrant contains a strike price of $5.33 and has a four-year contractual term. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-based Compensation | |
Share-based Compensation | 11. Share-based Compensation Share-based compensation (including restricted stock awards) represents both stock option-based expense and stock grant expense. The following table sets forth the composition of stock compensation expense included in general and administrative expense for the periods then ended: THREE MONTHS ENDED MARCH 31, 2024 2023 (Unaudited) Restricted share-based compensation expense $ 389,393 $ 140,116 Non-qualified option share-based compensation expense 28,390 - Total share-based compensation before taxes $ 417,783 $ 140,116 The Company’s stock incentive plan is administered by the Compensation Committee of the Board of Directors and authorizes the grant or award of incentive stock options (ISO), nonqualified stock options (NQSO), restricted stock awards (RSA), restricted stock units, stock appreciation rights, dividend equivalent rights, performance unit awards and phantom shares. The Company issues new shares of common stock upon the exercise of stock options. Restricted Stock The Company records the fair value of all restricted stock shares based on the grant date fair value and amortizes stock compensation on a straight-line basis over the vesting period. Restricted stock shares are issued when vested and included in the total number of common shares issued and outstanding. There were no restricted stock share awards granted during the three month periods ended March 31, 2024 and 2023. Stock Options The Company estimates the fair value of nonqualified stock awards using a Black-Scholes Option Pricing model (“Black-Scholes model”). The fair value of each stock award is estimated on the date of grant using the Black-Scholes model, which requires an assumption of dividend yield, risk free interest rates, volatility, and expected option life. 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. Expected volatilities are based on the historical volatility of our common stock over the expected option term. The expected term of options granted is calculated using the simplified method. The Company recognizes forfeitures as they occur. There were no stock option awards granted during the three month periods ended March 31, 2024 and 2023. At March 31, 2024, the Company had approximately $0.2 million of total unrecognized share-based compensation expense, net of estimated forfeitures, related to share-based compensation that will be recognized over the weighted average remaining period of 1.4 years. Long-Term Incentive Plan The Company maintains a long-term incentive plan (LTIP) that covers the period of January 1, 2023 through January 1, 2026. The plan was formally approved by the Board of Directors in 2024. The LTIP has two components of equity-based compensation. The first is 250,000 Restricted Stock Awards (RSAs) that were granted to members of management on April 2, 2024 and vested 33% on the date of grant with the remainder to vest on January 1, 2025 and 2026, subject to continued service. The estimated fair value of these RSAs of $640,500 will be recorded over the service period. The second is 250,000 Performance- based Restricted Stock Units (PSRUs) that would vest upon meeting, certain revenue or, adjusted EBITDA performance targets through December 31, 2025, subject to continued service. The estimated fair value of these PRSUs of $640,500 will be recorded if and when the Company concludes that it is probable that either performance condition will be achieved. |
Earnings Per Common Share (EPS)
Earnings Per Common Share (EPS) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Common Share (EPS) | |
Earnings Per Common Share (EPS) | 12. Earnings Per Common Share (EPS) The computations of basic and diluted earnings per share were as follows for the periods presented below: THREE MONTHS ENDED MARCH 31, 2024 2023 (Unaudited) Basic and Diluted Earnings Per Share Computation: Net loss $ (653,110 ) $ (951,479 ) Weighted average number of common shares 8,897,819 8,739,317 Basic and Diluted Loss Per Share $ (0.07 ) $ (0.11 ) For the three month period ended March 31, 2024, the Company had unexercised stock options of 288,570, RSAs of 112,679 and warrants to purchase 150,000 shares of common stock, outstanding, that were anti-dilutive. For the three month period ended March 31, 2023, the Company had unexercised stock options of 7,500, RSAs of 173,069 and warrants to purchase 150,000 shares of common stock, outstanding, that were anti-dilutive. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | 13. Revenue from Contracts with Customers The following table was prepared to provide additional information about the composition of revenues from contracts with customers for the periods presented: THREE MONTHS ENDED MARCH 31, 2024 2023 (Unaudited) Carrier Services $ 19,342,789 $ 13,597,701 Managed Services 14,864,490 11,675,980 $ 34,207,279 $ 25,273,681 The Company recognized revenues from contracts with customers for the following customer types as set forth below: THREE MONTHS ENDED MARCH 31, 2024 2023 (Unaudited) U.S. Federal Government $ 28,067,572 $ 20,230,576 U.S. State and Local Governments 96,679 91,023 Foreign Governments 10,392 16,557 Commercial Enterprises 6,032,636 4,935,525 $ 34,207,279 $ 25,273,681 The Company recognized revenues from contracts with customers in the following geographic regions: THREE MONTHS ENDED MARCH 31, 2024 2023 (Unaudited) United States $ 33,250,246 $ 24,209,410 Europe 957,033 1,064,271 $ 34,207,279 $ 25,273,681 During the three months ended March 31, 2024 and 2023, the Company recognized approximately $908,900 and $709,400, respectively, of revenue related to amounts that were included in deferred revenue as of December 31, 2023 and 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14. Commitments and Contingencies 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. |
Basis of Presentation and Acc_2
Basis of Presentation and Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation and Accounting Policies | |
Basis of Presentation | The unaudited condensed consolidated financial statements as of March 31, 2024 and for each of the three month periods ended March 31, 2024 and 2023, included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to such regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. It is the opinion of management that all adjustments (which include normal recurring adjustments) necessary for a fair statement of financial results are reflected in the financial statements for the interim periods presented. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The results of operations for the three month period ended March 31, 2024 are not necessarily indicative of the operating results for the full year. |
Principles of Consolidation | The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and acquired entities since their respective dates of acquisition. All significant inter-company amounts were eliminated in consolidation. |
Foreign Currency | Assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon exchange rates prevailing at the end of each reporting period. The resulting translation adjustments, along with any related tax effects, are included in accumulated other comprehensive income, a component of stockholders’ equity. Translation adjustments are reclassified to earnings upon the sale or substantial liquidation of investments in foreign operations. Revenues and expenses are translated at the average month-end exchange rates during the year. Gains and losses related to transactions in a currency other than the functional currency, including operations outside the U.S. where the functional currency is the U.S. dollar, are reported net in the Company’s condensed consolidated statements of operations, depending on the nature of the activity. |
Segment Reporting | The Company’s TMaaS offerings are substantially managed service driven solutions that use our proprietary technology platform to deliver our services and reported on that basis to its Chief Operating Decision Maker who evaluates its business as a single segment. See Note 13 for detailed information regarding the composition of revenues. |
Use of Estimates | The preparation of condensed 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, allowance for credit losses, 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. There were no significant changes in accounting estimates used by management during the quarter. |
Significant Accounting Policies | There were no significant changes in the Company’s significant accounting policies during the first three months of 2024 from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 26, 2024. |
Recently Adopted Accounting Standards | On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
Accounts Receivable and Signi_2
Accounts Receivable and Significant Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Receivable and Significant Concentrations | |
Schedule of accounts receivable | MARCH 31, DECEMBER 31, 2024 2023 (Unaudited) U.S. Federal, State, and Local Government (1) $ 4,410,463 $ 6,402,922 Commercial (2) 2,473,754 1,898,230 Gross accounts receivable 6,884,217 8,301,152 Less: allowances for credit losses (3) 79,698 81,359 Accounts receivable, net $ 6,804,519 $ 8,219,793 |
Schedule of concentration of risk | MARCH 31, DECEMBER 31, 2024 2023 As a % of As a % of Customer Type Receivables Receivables (Unaudited) U.S. Federal Government 64 % 77 % THREE MONTHS ENDED MARCH 31, Customer Type As a % of Revenue 2024 As a % of Revenue 2023 U.S. Federal Government (1) 82 % 80 % |
Unbilled Accounts Receivable (T
Unbilled Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Unbilled Accounts Receivable | |
Schedule of Concentration of risk | MARCH 31, DECEMBER 31, 2024 2023 As a % of As a % of Customer Type Unbilled Receivables Unbilled Receivables (Unaudited) U.S. Federal Government 98 % 97 % |
Other Current Assets and Accr_2
Other Current Assets and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Current Assets and Accrued Expenses | |
Schedule of accrued liabilities | MARCH 31, DECEMBER 31, 2024 2023 (Unaudited) Carrier service costs $ 17,309,510 $ 12,959,350 Salaries and payroll taxes 2,010,890 1,681,160 Inventory purchases, consultants and other costs 1,273,812 1,463,102 Other - 72,090 $ 20,594,212 $ 16,175,702 |
Schedule of Other current assets | MARCH 31, DECEMBER 31, 2024 2023 (Unaudited) Inventories $ 657,326 $ 366,126 Prepaid insurance and other assets 967,386 717,545 Total other current assets $ 1,624,712 $ 1,083,671 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment | |
Property, plant and equipment | MARCH 31, DECEMBER 31, 2024 2023 (Unaudited) Computer hardware and software $ 3,343,801 $ 3,355,488 Furniture and fixtures 501,098 503,913 Leasehold improvements 323,847 330,040 Automobiles 128,187 128,994 Gross property and equipment 4,296,933 4,318,435 Less: accumulated depreciation and amortization 3,601,665 3,537,635 Property and equipment, net $ 695,268 $ 780,800 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets | |
Schedule of finite-lived intangible assets | MARCH 31, 2024 Gross Carrying Accumulated Net Book Amount Amortization Value Customer Relationships $ 2,392,000 $ (598,000 ) $ 1,794,000 Channel Relationships 2,628,080 (1,737,453 ) 890,627 Internally Developed Software 7,871,341 (4,769,140 ) 3,102,201 Trade Name and Trademarks 1,330,472 (365,368 ) 965,104 $ 14,221,893 $ (7,469,961 ) $ 6,751,932 DECEMBER 31, 2023 Gross Carrying Accumulated Net Book Amount Amortization Value Customer Relationships $ 2,392,000 $ (538,200 ) $ 1,853,800 Channel Relationships 2,628,080 (1,693,652 ) 934,428 Internally Developed Software 7,892,045 (4,331,203 ) 3,560,842 Trade Name and Trademarks 1,330,472 (343,194 ) 987,278 $ 14,242,597 $ (6,906,249 ) $ 7,336,348 |
Schedule of finite-lived intangible assets, future amortization expense | Remainder of 2024 $ 1,776,442 2025 1,731,939 2026 922,517 2027 557,950 2028 503,106 Thereafter 1,259,978 Total $ 6,751,932 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-based Compensation | |
Schedule of share-based compensation expense | THREE MONTHS ENDED MARCH 31, 2024 2023 (Unaudited) Restricted share-based compensation expense $ 389,393 $ 140,116 Non-qualified option share-based compensation expense 28,390 - Total share-based compensation before taxes $ 417,783 $ 140,116 |
Earnings Per Common Share (EP_2
Earnings Per Common Share (EPS) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Common Share (EPS) | |
Schedule of earnings per share, basic and diluted | THREE MONTHS ENDED MARCH 31, 2024 2023 (Unaudited) Basic and Diluted Earnings Per Share Computation: Net loss $ (653,110 ) $ (951,479 ) Weighted average number of common shares 8,897,819 8,739,317 Basic and Diluted Loss Per Share $ (0.07 ) $ (0.11 ) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contracts with Customers | |
Schedule of revenues from different type services | THREE MONTHS ENDED MARCH 31, 2024 2023 (Unaudited) Carrier Services $ 19,342,789 $ 13,597,701 Managed Services 14,864,490 11,675,980 $ 34,207,279 $ 25,273,681 |
Revenue from external customers by customers type | THREE MONTHS ENDED MARCH 31, 2024 2023 (Unaudited) U.S. Federal Government $ 28,067,572 $ 20,230,576 U.S. State and Local Governments 96,679 91,023 Foreign Governments 10,392 16,557 Commercial Enterprises 6,032,636 4,935,525 $ 34,207,279 $ 25,273,681 |
Revenue from external customers by geographic areas | THREE MONTHS ENDED MARCH 31, 2024 2023 (Unaudited) United States $ 33,250,246 $ 24,209,410 Europe 957,033 1,064,271 $ 34,207,279 $ 25,273,681 |
Accounts Receivable and Signi_3
Accounts Receivable and Significant Concentrations (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts Receivable Gross | $ 6,884,217 | $ 8,301,152 |
Less: allowances for doubtful accounts | 79,698 | 81,359 |
Accounts receivable, net | 6,804,519 | 8,219,793 |
Government | ||
Accounts Receivable Gross | 4,410,463 | 6,402,922 |
Commercial | ||
Accounts Receivable Gross | $ 2,473,754 | $ 1,898,230 |
Accounts Receivable and Signi_4
Accounts Receivable and Significant Concentrations (Details 1) - U.S Federal Government | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Concentration risk % of trade accounts receivable | 64% | 77% | |
Concentration risk % of revenue | 82% | 80% |
Accounts Receivable and Signi_5
Accounts Receivable and Significant Concentrations (Details Narrative) - Mar. 31, 2024 $ in Millions | USD ($) | EUR (€) |
Cash, FDIC Insured Amount | $ | $ 3.8 | |
Foreign | ||
Cash, FDIC Insured Amount | € 328,900 | |
Ireland | ||
Cash, FDIC Insured Amount | € 100,000 |
Unbilled Accounts Receivable (D
Unbilled Accounts Receivable (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
U.S Federal Government | ||
Concentration Risk of receivable | 98% | 97% |
Other Current Assets and Accr_3
Other Current Assets and Accrued Expenses (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Other Current Assets | ||
Inventories | $ 657,326 | $ 366,126 |
Prepaid insurance and other assets | 967,386 | 717,545 |
Total other current assets | $ 1,624,712 | $ 1,083,671 |
Other Current Assets and Accr_4
Other Current Assets and Accrued Expenses (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Other | $ 0 | $ 72,090 |
Accrued expenses | 20,594,212 | 16,175,702 |
Carrier service costs | ||
Accrued expenses | 17,309,510 | 12,959,350 |
Salaries and payroll taxes | ||
Accrued expenses | 2,010,890 | 1,681,160 |
Inventory purchases, consultants and other costs | ||
Accrued expenses | $ 1,273,812 | $ 1,463,102 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Gross property and equipment | $ 4,296,933 | $ 4,318,435 |
Less: accumulated depreciation and amortization | 3,601,665 | 3,537,635 |
Property and equipment, net | 695,268 | 780,800 |
Furniture and Fixtures | ||
Gross property and equipment | 501,098 | 503,913 |
Computer Hardware Software | ||
Gross property and equipment | 3,343,801 | 3,355,488 |
Leasehold Improvements | ||
Gross property and equipment | 323,847 | 330,040 |
Automobiles | ||
Gross property and equipment | $ 128,187 | $ 128,994 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property and Equipment | ||
Property and equipment depreciation expense | $ 91,100 | $ 116,400 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Gross carrying amount | $ 14,221,893 | $ 14,242,597 |
Accumulated amortization | (7,469,961) | (6,906,249) |
Net book value | 6,751,932 | 7,336,348 |
Trademarks and Trade Names | ||
Gross carrying amount | 1,330,472 | 1,330,472 |
Accumulated amortization | (365,368) | (343,194) |
Net book value | 965,104 | 987,278 |
Customer Relationships | ||
Gross carrying amount | 2,392,000 | 2,392,000 |
Accumulated amortization | (598,000) | (538,200) |
Net book value | 1,794,000 | 1,853,800 |
Channel Relationships | ||
Gross carrying amount | 2,628,080 | 2,628,080 |
Accumulated amortization | (1,737,453) | (1,693,652) |
Net book value | 890,627 | 934,428 |
Internally Developed Software | ||
Gross carrying amount | 7,871,341 | 7,892,045 |
Accumulated amortization | (4,769,140) | (4,331,203) |
Net book value | $ 3,102,201 | $ 3,560,842 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets | ||
2024 | $ 1,776,442 | |
2025 | 1,731,939 | |
2026 | 922,517 | |
2027 | 557,950 | |
2028 | 503,106 | |
Thereafter | 1,259,978 | |
Total | $ 6,751,932 | $ 7,336,348 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Aggregate amortization expense | $ 573,100 | $ 501,100 | |
Goodwill | 5,811,578 | $ 5,811,578 | |
Internally Developed Software | |||
Capital work in progress | 280,220 | ||
Capitalized Software Development Costs | $ 453,300 |
Credit Agreements (Details Narr
Credit Agreements (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 29, 2024 | Apr. 28, 2023 | Mar. 31, 2024 | |
Receivable sold during period | $ 2,900,000 | ||
Proceeds net of fees | $ 2,800,000 | ||
Loan Agreement | |||
Line of credit borrowing capacity | $ 4,000,000 | ||
Borrowing base amount | 4,000,000 | ||
Working capital revolving line of credit | $ 1,000,000 | ||
Description of Borrowing term | a ratio of current assets to current liabilities of not less than 1.0 to 1.0 | ||
Description of date of maturity extention | Outstanding interest on the amount borrowed is payable monthly and all outstanding interest and principal is due on the maturity date of February 28, 2025 | ||
Quarterly minimum tangible net worth | $ 2,000,000 | ||
Percentage of unpaid balance of eligible accounts receivable | 7.25% | ||
Maximum | Purchase Agreement | |||
Outstanding Purchased Receivables | $ 4,000,000 | ||
Increase in receivable | $ 14,000,000 | ||
Receivable description | which is 90% if the debtor is an agency of the U.S. Government, and 85% if the debtor is not an agency of the U.S. Government |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Taxes | ||
Income tax rate | 6.10% | (0.70%) |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Common stock, shares authorized | 30,000,000 | 30,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 9,311,761 | 8,893,220 | ||
Common stock, shares outstanding | 9,311,761 | 8,893,220 | ||
Warrants | ||||
Issued warrants to purchase | 75,000 | |||
Strike price | $ 5.33 | |||
Warrants Term | four-year contractual term | |||
Exercise price | $ 5.33 | |||
Restricted Stock Units (RSUs) | ||||
Common stock vested sharaes | 503,313 | 15,837 | ||
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 218,800 | $ 3,600 | ||
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation, shares | 84,772 | 1,993 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation | ||
Restricted stock compensation expense | $ 389,393 | $ 140,116 |
Non-qualified option share-based compensation expense | 28,390 | 0 |
Total share-based compensation before taxes | $ 417,783 | $ 140,116 |
Share-based Compensation (Det_2
Share-based Compensation (Details Narrative) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Estimated fair value | $ 640,500 |
Unrecognized share-based compensation expense | $ 0.2 |
Weighted average remaining | 1 year 4 months 24 days |
Restricted Stock Units (RSUs) | |
Restricted stock awards granted | shares | 250,000 |
Descripton of equity-based compensation | The first is 250,000 Restricted Stock Awards (RSAs) that were granted to members of management on April 2, 2024 and vested 33% on the date of grant with the remainder to vest on January 1, 2025 and 2026, subject to continued service. The estimated fair value of these RSAs of $640,500 will be recorded over the service period. The second is 250,000 Performance- based Restricted Stock Units (PSRUs) that would vest upon meeting, certain revenue or, adjusted EBITDA performance targets through December 31, 2025, |
Earnings Per Common Share (EP_3
Earnings Per Common Share (EPS) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Basic and Diluted EPS Computation: | ||
Net income loss | $ (653,110) | $ (951,479) |
Weighted average number of common shares | 8,897,819 | 8,739,317 |
Basic and Diluted Loss Per Share | $ (0.07) | $ (0.11) |
Earnings Per Common Share (EP_4
Earnings Per Common Share (EPS) (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Common Share (EPS) | ||
Unexercised stock options | 288,570 | 7,500 |
RSAs shares | 112,679 | 173,069 |
Warrants to purchase | 150,000 | 150,000 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue, net | $ 34,207,279 | $ 25,273,681 |
Carrier Services | ||
Revenue, net | 19,342,789 | 13,597,701 |
Managed Services | ||
Revenue, net | $ 14,864,490 | $ 11,675,980 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue, net | $ 34,207,279 | $ 25,273,681 |
U.S. State and Local Governments | ||
Revenue, net | 96,679 | 91,023 |
Foreign Governments | ||
Revenue, net | 10,392 | 16,557 |
Commercial Enterprises | ||
Revenue, net | 6,032,636 | 4,935,525 |
U.S Federal Government | ||
Revenue, net | $ 28,067,572 | $ 20,230,576 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue, net | $ 34,207,279 | $ 25,273,681 |
United States | ||
Revenue, net | 33,250,246 | 24,209,410 |
Europe | ||
Revenue, net | $ 957,033 | $ 1,064,271 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from Contracts with Customers | ||
Revenue Related Approximately | $ 908,900 | $ 709,400 |