Stock Award Programs

6 Months Ended

Jun. 30, 2018

Stock Options and Award Programs [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

12. Stock Award Programs

The Company’s stock incentive plan is administered by the Compensation Committee and authorizes the grant or award of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, dividend equivalent rights, performance unit awards and phantom shares. The Company issues new shares of common stock upon the issuance of restricted stock or exercise of stock options. Any shares associated with unvested restricted stock and non-qualified stock options forfeited are added back to the number of shares that underlie stock options to be granted under the stock incentive plan. The Company has issued restricted stock awards and non-qualified stock option awards as described below.

Valuation of Stock Awards

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 a Black-Scholes option pricing model (“Black-Scholes model”), which requires an assumption of dividend yield, risk free interest rates, volatility, forfeiture rates 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 based on analyses of historical employee termination rates and option exercises. There were no non-qualified stock option awards granted during the six month period ended June 30, 2018.

The Company records the fair value of all restricted stock awards based on the grant date fair value and amortizes stock compensation on a straight-line basis over the vesting period. Restricted stock award shares are issued when granted and included in the total number of common shares issued but not included in total common shares outstanding until the vesting requirements have been met. As of June 30, 2018, there were 980,851 shares of restricted stock included in shares issued and none included in shares outstanding as the vesting requirements have not been met.

Restricted Stock Award Activity

A summary of RSA activity as of June 30, 2018 and 2017, and changes during the six month periods ended June 30, 2018 and 2017 are set forth below:

	2018			2017
NON-VESTED AWARDS	(Unaudited)
Non-vested awards outstanding, January 1,		-			250,000
Granted (+)		980,851	(1)		300,000	(2)
Cancelled (-)		-			150,000	(2)
Vested (-)		-			275,000	(3)
Non-vested awards outstanding, June 30,		980,851			125,000
Weighted-average remaining contractual life (in years)		1.1			0.4
Unamortized RSA compensation expense	$	356,082		$	8,300
Aggregate intrinsic value of RSAs non-vested, June 30	$	539,468		$	57,500
Aggregate intrinsic value of RSAs vested, June 30	$	-		$	177,750

(1) During the six month period ended June 30, 2018, the Company granted 980,851 RSAs, of which i) 300,000 of RSAs were awarded as part of additional compensation plan to align key employees with the Company’s long term financial goals, and ii) 680,851 were awarded to members of the Company’s board of directors as part of their annual board retainer fee.

(2) During the six month period ended June 30, 2017, the Company granted 300,000 RSAs to its former Chief Executive Officer that had a grant date fair value of approximately $246,000. The vesting of these RSAs were tied to attainment of certain financial goals as outlined by the Company’s Compensation Committee of the Board of Directors. On June 30, 2017, in connection with resignation of our former Chief Executive Officer, the Board of Directors accelerated vesting of 150,000 RSAs and cancelled the remaining unvested RSAs.

(3) During the six month period ended June 30, 2017, 125,000 RSAs vested upon expiration of the employment agreement between Steve L. Komar and the Company. On January 3, 2017, the Company issued 84,188 shares of the Company’s common stock. Mr. Komar received less than 125,000 shares vested because he elected to have 40,812 of such shares withheld in satisfaction of the corresponding tax liability of approximately $46,000. The Company's payment of this tax liability was recorded as a cash flow from financing activity on the Condensed Consolidated Statements of Cash Flows.

Non-Qualified Stock Option Award Activity

A summary of stock option activity as of June 30, 2018 and 2017, and changes during the six month periods ended June 30, 2018 and 2017 are set forth below:

	2018					2017
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
NON-VESTED AWARDS	Shares			Fair Value		Shares			Fair Value
	(Unaudited)
Non-vested balances, January 1,		2,685,004		$	0.35		920,000		$	0.59
Granted (+)		-	(1)		-		850,000	(2)	$	0.47
Cancelled (-)		-	(3)		-		600,000	(3)	$	0.54
Vested/Excercised (-)		50,000		$	0.40		110,000		$	0.69
Non-vested balances, June 30,		2,635,004		$	0.35		1,060,000		$	0.54

	2018						2017
					Weighted						Weighted
					Average						Average
OUTSTANDING AND EXERCISABLE AWARDS	Shares				Exercise Price		Shares				Exercise Price
	(Unaudited)
Awards outstanding, January 1,		4,173,334			$	0.60		2,090,668			$	0.86
Granted (+)		-	(1	)		-		850,000	(2	)	$	0.71
Cancelled (-)		60,000	(3	)	$	1.48		1,023,334	(3	)	$	0.91
Exercised (-)		50,000	(4	)	$	0.44		30,000	(4	)	$	0.57
Awards outstanding, June 30,		4,063,334			$	0.00		1,887,334			$	0.76
Awards vested and expected to vest,
June 30,		3,481,526			$	0.58		1,763,594			$	0.77
Awards outstanding and exercisable,
June 30,		1,428,330			$	0.58		887,334			$	0.75

(1) During the six month period ended June 30, 2018, there were no grants of non-qualified stock options.

(2) During the six month period ended and 2017, there were NQSO grants of 850,000, as further described below:

· Director Grants. During the six month period ended June 30, 2017, the Board of Directors granted each of the five (5) existing non-employee directors as of June 23, 2017, a grant of 50,000 non-qualified stock options that were valued the award using a Black-Scholes Option Pricing model that assumed a 6-month vesting period, 7-year option term, a risk free rate of 2.0%, volatility of 69.6%, no assumed dividend yield, and a forfeiture rate estimate of 4.2%.

· Non-Director Grants. During the six month period ended June 30, 2017, the Company granted 600,000 non-qualified stock options to its former Chief Executive Officer and valued the award using a Black-Scholes Option Pricing model that assumed a 3-year vesting period, 7-year option term, a risk free rate of 2.1%, volatility of 68.2%, no assumed dividend yield, and a forfeiture rate estimate of 4.6%.

(3) During the six month period ended June 30, 2018, there were 60,000 non-qualified stock options that expired unexercised at the end of the option term. During the six month period ended June 30, 2017, there were 600,000 non-qualified stock options that were unvested and cancelled due to the resignation of the Company’s former Chief Executive Officer on June 30, 2017.

(4) The total intrinsic value of stock options exercised during the six months ended June 30, 2018 and 2017 was approximately $5,500 and $9,000, respectively.

The weighted-average remaining contractual life of the non-qualified stock options outstanding, exercisable, and vested and expected to vest as of June 30, 2018 were 3.61 years, 3.61 years and 3.43 years, respectively.

The aggregate intrinsic value associated with options outstanding, vested and expected to vest, and exercisable as of June 30, 2018 was approximately $95,850, $84,500 and $38,100, respectively. Aggregate intrinsic value represents total pretax intrinsic value (the difference between WidePoint’s closing stock price on June 30, 2018 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 June 30, 2018. The intrinsic value will change based on the fair market value of WidePoint’s stock.

Share-Based Compensation Expense

Share-based compensation (including restricted stock awards) represents both stock options 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				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2018		2017		2018		2017
	(Unaudited)
Restricted stock compensation expense	$	118,034	$	129,267	$	167,918	$	151,321
Non-qualified option stock compensation expense		77,900		4,795		152,420		67,758
Total share-based compensation before taxes	$	195,934	$	134,062	$	320,338	$	219,079

At June 30, 2018, the Company had approximately $823,200 of total unamortized share-based compensation expense, net of estimated forfeitures, related to stock option plans that will be recognized over the weighted average remaining period of 2.10 years.