-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FWwqgaAB/wc1VggM/byjB7hK4gZy/2v+tW7vsyt2eXSFj7D/A6p3aL24USVnlIbY rytOxzBfLoNKAmX8KWZVLQ== 0000904456-00-500024.txt : 20001214 0000904456-00-500024.hdr.sgml : 20001214 ACCESSION NUMBER: 0000904456-00-500024 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000929 ITEM INFORMATION: FILED AS OF DATE: 20001213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIDEPOINT CORP CENTRAL INDEX KEY: 0001034760 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 522040275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-23967 FILM NUMBER: 788461 BUSINESS ADDRESS: STREET 1: 20251 CENTURY BOULEVARD STREET 2: SUITE 333 CITY: GERMANTOWN STATE: MD ZIP: 20874 BUSINESS PHONE: 3013539500 MAIL ADDRESS: STREET 1: 20251 CENTURY BLVD CITY: GERMANTOWN STATE: MD ZIP: 20874 FORMER COMPANY: FORMER CONFORMED NAME: ZMAX CORP DATE OF NAME CHANGE: 19970530 8-K/A 1 r8ka.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K/A No. 1 CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934 Amendment No. 1 to Form 8-K filed on October 13, 2000 (Date of earliest event reported was September 29, 2000) WIDEPOINT CORPORATION -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 000-23967 52-2040275 ---------------------------- ------------ ------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) One Mid-America Plaza, Oakbrook Terrace, IL 60181 -------------------------------------------- ---------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (630) 645-0003 -------------- The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K, filed on October 13, 2000, as set forth in the pages attached hereto: Item 7(b) - Pro Forma Financial Information Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. WIDEPOINT CORPORATION Dated: December 13, 2000 By: /s/MICHAEL C. HIGGINS --------------------- Michael C. Higgins President 20251 Century Boulevard, Germantown, Maryland 20874 ---------------------------------------------------- (Former Address, if Changed Since Last Report) The Current Report on Form 8-K of WidePoint Corporation (the "Registrant"), dated and filed October 13, 2000, reported the sale on September 29, 2000 by the Registrant of 100% of the issued and outstanding shares of capital stock of Parker Management Consultants, Ltd., a Delaware corporation ("Parker"). Item 7(b) of the report stated that the pro forma financial information required under Article 11 of Regulations S-X would be filed no later than 60 days after the date on which the Form 8-K was required to be filed. The purpose of this amendment is to file pro forma financial information. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) Pro Forma FINANCIAL INFORMATION. The following pro forma financial information is attached hereto: Page(s) Unaudited pro forma consolidated financial Statements 3 Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2000 (unaudited) 4 Pro Forma Condensed Consolidation Statement of Operations for the year ended December 31, 1999 (unaudited) 5 Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2000 (unaudited) 6 Notes to Condensed Consolidated Pro Forma Financial Statements 7 (c) Exhibits None. -2- PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The historical balance sheet and income statement information, included in the pro forma financial information that follows, has been adjusted "as if" the transaction, that occurred after the date of this historical information, had occurred at the date of the historical information. This pro forma information is intended to help readers understand the impact of the transaction by showing how the transaction might have affected the historical financial statements. The following Pro Forma Consolidated Balance Sheet as of June 30, 2000 and Pro Forma Consolidated Statements of Operations of the Company for the year ended December 31, 1999 and for the six months ended June 30, 2000 give effect to the sale of Parker by the Company. The pro forma information is based on the historical financial statements of the Company giving effect to the sale and the preliminary estimates, available information and certain assumptions and adjustments in the accompanying notes to the Pro Forma Financial Statements. The Pro Forma Consolidated Financial Statements have been prepared by the Company's management based on the historical financial statements of the Company. These Pro Forma Financial Statements may not be indicative of the results that actually would have occurred if the sale had been in effect on the dates indicated or which may be obtained in the future. The Pro Forma Financial Statements should be read in conjunction with the audited financial statements and notes incorporated by reference or contained elsewhere herein. -3- WIDEPOINT CORPORATION PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2000 (Unaudited)
June 30, 2000 ---------------------------------------------------------- Historical Proforma See Proforma Balance Adjustments Notes Balances ---------------------------------------------------------- (unaudited) (unaudited) (unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,325,503 $ 1,677,338 (A) $ 4,002,841 Accounts receivable, net 3,004,113 (540,375) (A) 2,463,738 Prepaid expenses and other assets 360,075 (172,385) (A) 187,690 ------------ ------------ ------------ Total current assets 5,689,691 964,578 6,654,269 Property and equipment, net 711,494 (5,000) (A) 706,494 Intangible assets, net 9,778,205 (3,472,583) (B) 6,305,622 Other assets 74,130 - 74,130 ------------ ------------ ------------ Total assets 16,253,520 (2,513,005) 13,740,515 ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses 1,745,137 (334,745) (A) 1,410,392 Current portion of note payable 912,662 (912,662) (C) - Current portion of capital lease obligation 28,244 - 28,244 ------------ ------------ ------------ Total current liabilities 2,686,043 (1,247,407) 1,438,636 ------------ ------------ ------------ Note payable, net of current portion 1,898,336 (1,898,336) (C) - Capital lease obligation, net of current portion 42,165 - 42,165 ------------ ------------ ------------ Total liabilities 4,626,544 (3,145,743) 1,480,801 ============ ============ ============ Commitments and contingencies Stockholders' equity: Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding - - - Common stock, $0.001 par value; 50,000,000 shares authorized; 12,949,913 shares issued and outstanding as of June 30, 2000 12,985 - 12,985 Stock warrants 280,000 - 280,000 Deferred compensation (85,587) - (85,587) Additional paid-in capital 41,931,483 - 41,931,483 Accumulated deficit (30,511,905) 632,738 (A) (29,879,167) ------------- ------------ ------------ Total stockholders' equity 11,626,976 632,738 12,259,714 ------------- ------------ ------------ Total liabilities and stockholders' equity 16,253,520 (2,513,005) 13,740,515 ============= ============ ============
See notes to unaudited Pro Forma Consolidated Financial Statements -4- WIDEPOINT CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 (Unaudited)
Year Ended December 31, 1999 ------------------------------------------------------ Historical Proforma See Proforma Balance Adjustments Notes Balances ------------------------------------------------------ (audited) (unaudited) (unaudited) $ 27,196,125 (911,770) (A) 26,284,355 Revenues Operating expenses: Cost of revenues 12,140,007 (473,223) (A) 11,666,784 Research and development 325,651 - 325,651 Sales and marketing 2,617,117 (77,511) (A) 2,539,606 General and administrative 9,701,672 (546,675) (A) 9,154,997 Impairment of long-term assets 1,703,825 - 1,703,825 Depreciation and amortization 1,817,329 (93,854) (B) 1,723,475 ------------- ---------- ----------- Loss from operations (1,109,476) (279,493) (829,983) Other income (expenses): Interest income 161,123 10,641 (D) 171,764 Interest expense (76,296) (67,134) (E) (9,162) Other (33,756) - (33,756) ------------- ---------- ----------- Net loss before income taxes (1,058,405) (357,268) (701,137) Income tax provision (37,648) - (37,648) ------------- ---------- ----------- Net Loss (1,096,053) (357,268) (738,785) ============= ========== =========== Basic and diluted net loss per share (0.08) (0.02) (0.06) ============= ========== =========== Basic and diluted weighted-average shares outstanding 12,949,913 12,949,913 12,949,913 ============= ========== ===========
See notes to unaudited Pro Forma Consolidated Financial Statements -5- WIDEPOINT CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 (Unaudited)
Six Months Ended December 31, 1999 ------------------------------------------------------ Historical Proforma See Proforma Balance Adjustments Notes Balances ------------------------------------------------------ (audited) (unaudited) (unaudited) Revenues $ 7,561,021 (2,007,078) (A) 5,553,943 Operating expenses: Cost of revenues 4,129,241 (903,153) (A) 3,226,088 Sales and marketing 1,166,814 (295,063) (A) 871,751 General and administrative 5,133,985 (1,155,799) (A) 3,978,186 Depreciation and amortization 478,109 (187,707) (B) 290,402 ------------ ------------ ----------- Loss from operations (3,347,128) (534,644) (2,812,484) Other income (expenses): Interest income 62,901 33,547 (D) 29,354 Interest expense (76,296) (131,641) (E) (3,820) ------------ ------------ ----------- Net Loss (3,419,688) (632,738) (2,786,950) ============ ============ =========== Basic and diluted net loss per share (0.26) (0.05) (0.21) ============ ============ =========== Basic and diluted weighted-average shares outstanding 12,973,164 12,973,164 12,973,164 ============ ============ ===========
See notes to unaudited Pro Forma Consolidated Financial Statements -6- NOTES TO UNAUDITED Pro Forma CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A. The historical balance sheet and income statement information, included in the pro forma financial information preceding these notes, has been adjusted "as if" the transaction, that occurred after the date of this historical information, had occurred at the beginning of the period presented. This pro forma information is intended to help readers understand the impact of the transaction by showing how it might have affected the historical financial statements. The Pro Forma Balance Sheet as of June 30, 2000 includes the effects of events that are directly attributable to the sale of Parker. The Pro Forma Consolidated Statements of Operations for the year ended December 31, 1999 and six months ended June 30, 2000 assume the sale of Parker by WidePoint had occurred as of October 1, 1999 and reflect the results of WidePoint Corporation for the year ended December 31, 1999 and six months ended June 30, 2000, and include the effects of events that are directly attributable to the sale. The effective date of the purchase by WidePoint Corporation of all of the outstanding stock of Parker was October 1, 1999. The effective date of the sale of Parker by WidePoint Corporation was September 29, 2000. The Stock Purchase Agreement for the sale of Parker required the buyers to extinguish the promissory note in the original principal amount of $3,000,000 which was previously issued by WidePoint to the former sole shareholder of Parker as part of the consideration previously paid by WidePoint when it originally acquired Parker. The Buyer had previously acquired such promissory note from the former shareholder of Parker. B. Reflects the reduction of incremental amortization of intangible assets and goodwill expenses directly associated with the original purchase of Parker. C. Reflects the elimination of the promissory note directly associated with the purchase of Parker. D. Reflects an adjustment for additional interest income assuming the Parker transaction did not occur. Additional interest income was computed at a 4% per annum rate on the pro forma adjustment balance of cash and cash equivalents. E. Reflects a reduction in the interest expense directly attributable to the elimination of the $3 million dollar promissory note originally associated with the purchase of Parker. -7- -----END PRIVACY-ENHANCED MESSAGE-----