United States securities and exchange commission logo
September 14, 2022
Mark Porter
Chief Executive Officer
HIGH WIRE NETWORKS, INC.
980 North Federal Highway
Suite 304
Boca Raton, Florida 33432
Re: HIGH WIRE NETWORKS,
INC.
Form 10-K for the
Year Ended December 31, 2021
Filed April 15,
2022
Form 10-Q for the
Quarter Ended June 30, 2022
Filed August 15,
2022
File Number
000-53461
Dear Mr. Porter:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021, Filed on April 15, 2022
Management's Discussion and Analysis
Results of Operations, page 33
1. We note from your
disclosure on page 27 that you have four operating units and you
primarily provide two
types of services. With a view to improved disclosure tell us your
consideration of the
segment and subdivision information disclosure guidance provided by
Item 303(b) of
Regulation S-K.
Mark Porter
FirstName LastNameMark
HIGH WIRE NETWORKS,Porter
INC.
Comapany 14,
September NameHIGH
2022 WIRE NETWORKS, INC.
September
Page 2 14, 2022 Page 2
FirstName LastName
Financial Statements
2. Significant Accounting Policies
Revenue Recognition
Performance Obligations, page F-15
2. We note that you recognize construction contract revenues "when the
work is complete
and the customer has approved the work" rather then when control of
the construction
work is transferred to your customers. Tell us and disclose, in
accordance with ASC 606-
10-50-19, the significant judgements made in evaluating when your
customers obtain
control of your construction projects.
3. Please also tell us and provide the disclosures required by ASC
606-10-50-20 regarding
transaction price and amounts allocated to performance obligations.
Disaggregation of Revenues, page F-16
4. Please provide disaggregated revenue disclosure by service type and by
timing of transfer
of goods and services consistent with your policies described here and
on page 30, as
required by ASC 606-10-50-5. Report revenues from external customers
for each product
and service or each group of similar products and services in
accordance with ASC 280-
10-50-40. Otherwise please advise.
16. Segment Disclosures, page F-41
5. Provide the segment goodwill disclosures required by ASC 350-20-50-1.
Form 10-Q for the Quarter Ended June 30, 2022 filed on August 15, 2022
Financial Statements
2. Significant Accounting Policies
Revenue Recognition
Contract Types, page 10
6. We note your acquisition of Secure Voice Corp (SVC), a wholesale
telecommunications
network provider, on November 4, 2021. Explain for us whether your
telecommunications network revenues are material and, if so, update
your disclosures to
clarify the nature of these revenues and their underlying contracts.
Clarify how you
classify such telecommunication revenues by type and provide
appropriate disaggregated
revenue disclosure.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Mark Porter
HIGH WIRE NETWORKS, INC.
September 14, 2022
Page 3
You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352
or Robert
Littlepage, Accountant Branch Chief, at 202-551-3361 with any questions.
Sincerely,
FirstName LastNameMark Porter
Division of
Corporation Finance
Comapany NameHIGH WIRE NETWORKS, INC.
Office of Technology
September 14, 2022 Page 3
cc: Dan Sullivan
FirstName LastName