10-Q 1 wyy_10q.htm QUARTERLY REPORT Blueprint
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended June 30, 2019
 
or
 
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from __________________ to ___________________
 
 
Commission File Number: 001-33035
 
WidePoint Corporation
 
(Exact name of Registrant as specified in its charter)
 
Delaware
 
52-2040275
(State or other jurisdiction of
 
(I.R.S. employer
incorporation or organization)
 
identification no.)
 
         11250 Waples Mill Road, South Tower 210, Fairfax, Virginia 22030
(Address of principal executive offices) (Zip Code)
 
(703) 349-2577
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☑ No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes ☑ No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ☐
 
Accelerated filer ☐
Non-accelerated filer ☐
 
 
Smaller reporting company ☑
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Yes ☐ No ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
As of August 14, 2019, there were 84,775,186 shares of the registrant’s Common Stock issued and outstanding.
 
Securities Registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Exchange on Which Registered
Common Stock, $0.001 par value per share
WYY
NYSE American
 

 
 
 
WIDEPOINT CORPORATION
 
 
 
 
Item 1.Condensed Consolidated Financial Statements
 
 
 
Condensed Consolidated Statements of Operations for the three and six
 
month periods ended June 30, 2019 and 2018 (unaudited)
 2
 
 
Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six
month periods ended June 30, 2019 and 2018 (unaudited)
 3
 
 
Condensed Consolidated Balance Sheets as of June 30, 2019
 
and December 31, 2018 (unaudited)
 4
 
 
Condensed Consolidated Statements of Cash Flows for the
 
six month periods ended June 30, 2019 and 2018 (unaudited)
 5
 
 
Condensed Consolidated Statements of Changes in Stockholders’ Equity
 6
for the three and six month periods ended June 30, 2019 and 2018 (unaudited)
 
 
Notes to Condensed Consolidated Financial Statements (unaudited)
 8
 
 


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
21
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 26
 
 
Item 4. Controls and Procedures
 26
 
 
 27
 
 
Item 1. Legal Proceedings
  27
Item 1A. Risk Factors
  27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  27
Item 3. Default Upon Senior Securities
  27
Item 4. Mine Safety Disclosures
  27
Item 5. Other Information
  27
Item 6. Exhibits
  27
 
  
SIGNATURES
 28
 
 
CERTIFICATIONS
 
  
 
 
 
PART I.  FINANCIAL INFORMATION
 
ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
 
WIDEPOINT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
THREE MONTHS ENDED
 
 
SIX MONTHS ENDED
 
 
 
JUNE 30,
 
 
JUNE 30,
 
 
 
2019
 
 
2018
 
 
2019
 
 
2018
 
 
  (Unaudited)
REVENUES
 $22,093,153 
 $17,544,338 
 $44,010,055 
 $37,623,957 
COST OF REVENUES (including amortization and depreciation of
    
    
    
    
$232,968, $258,201, $465,159, and $554,165, respectively)
  18,036,409 
  13,997,185 
  35,699,468 
  30,524,797 
 
    
    
    
    
GROSS PROFIT
  4,056,744 
  3,547,153 
  8,310,587 
  7,099,160 
 
    
    
    
    
OPERATING EXPENSES
    
    
    
    
Sales and marketing
  415,462 
  444,945 
  808,873 
  979,582 
General and administrative expenses (including share-based
    
    
    
    
compensation of $284,111, $195,934, $373,377 and $320,338, respectively)
  3,563,405 
  3,427,301 
  6,698,114 
  6,780,642 
Depreciation and amortization
  244,064 
  110,463 
  484,612 
  207,849 
 
    
    
    
    
Total operating expenses
  4,222,931 
  3,982,709 
  7,991,599 
  7,968,073 
 
    
    
    
    
(LOSS) INCOME FROM OPERATIONS
  (166,187)
  (435,556)
  318,988 
  (868,913)
 
    
    
    
    
OTHER (EXPENSE) INCOME
    
    
    
    
Interest income
  259 
  2,077 
  4,721 
  5,403 
Interest expense
  (75,372)
  (23,937)
  (152,917)
  (49,887)
Other income
  (9)
  3 
  - 
  1 
 
    
    
    
    
Total other expense
  (75,122)
  (21,857)
  (148,196)
  (44,483)
 
    
    
    
    
(LOSS) INCOME BEFORE INCOME TAX PROVISION
  (241,309)
  (457,413)
  170,792 
  (913,396)
INCOME TAX PROVISION
  66,452 
  14,758 
  94,452 
  20,948 
 
    
    
    
    
NET (LOSS) INCOME
 $(307,761)
 $(472,171)
 $76,340 
 $(934,344)
 
    
    
    
    
BASIC EARNINGS (LOSS) PER SHARE
 $(0.00)
 $(0.01)
 $0.00 
 $(0.01)
 
    
    
    
    
BASIC WEIGHTED-AVERAGE SHARES OUTSTANDING
  83,990,722 
  83,081,597 
  83,902,077 
  83,061,707 
 
    
    
    
    
DILUTED EARNINGS (LOSS) PER SHARE
 $(0.00)
 $(0.01)
 $0.00 
 $(0.01)
 
    
    
    
    
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING
  83,990,722 
  83,081,597 
  83,965,994 
  83,061,707 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
2
 
 
WIDEPOINT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
 
 
 
THREE MONTHS ENDED
 
 
SIX MONTHS ENDED
 
 
 
JUNE 30,
 
 
JUNE 30,
 
 
 
2019
 
 
2018
 
 
2019
 
 
2018
 
 
 
(Unaudited)
 
NET (LOSS) INCOME
 $(307,761)
 $(472,171)
 $76,340 
 $(934,344)
 
    
    
    
    
Other comprehensive (loss) income:
    
    
    
    
Foreign currency translation adjustments, net of tax
  13,995 
  (38,335)
  (15,287)
  (35,397)
 
    
    
    
    
Other comprehensive (loss) income
  13,995 
  (38,335)
  (15,287)
  (35,397)
 
    
    
    
    
COMPREHENSIVE (LOSS) INCOME
 $(293,766)
 $(510,506)
 $61,053 
 $(969,741)
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
3
 
 
WIDEPOINT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
 
JUNE 30,
 
 
DECEMBER 31,
 
 
 
2019
 
 
2018
 
 
 
(Unaudited) 
 
 
ASSETS
 
CURRENT ASSETS
 
 
 
 
 
 
Cash and cash equivalents
 $5,422,065 
 $2,431,892 
Accounts receivable, net of allowance for doubtful accounts
    
    
of $117,120 and $106,733 in 2019 and 2018, respectively
  7,868,097 
  11,089,315 
Unbilled accounts receivable
  11,259,905 
  9,566,170 
Other current assets
  1,254,269 
  1,086,686 
 
    
    
Total current assets
  25,804,336 
  24,174,063 
 
    
    
NONCURRENT ASSETS
    
    
Property and equipment, net
  658,074 
  1,012,684 
Operating lease right of use asset, net
  5,827,822 
  - 
Intangibles, net
  2,826,141 
  3,103,753 
Goodwill
  18,555,578 
  18,555,578 
Other long-term assets
  142,952 
  209,099 
 
    
    
Total assets
 $53,814,903 
 $47,055,177 
 
    
    
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
    
    
CURRENT LIABILITIES
    
    
Accounts payable
 $6,575,453 
 $7,363,621 
Accrued expenses
  12,369,314 
  10,716,438 
Deferred revenue
  2,065,446 
  2,072,344 
Current portion of operating lease liabilities
  420,932 
  107,325 
Current portion of other term obligations
  36,049 
  192,263 
 
    
    
Total current liabilities
  21,467,194 
  20,451,991 
 
    
    
NONCURRENT LIABILITIES
    
    
Operating lease liabilities, net of current portion
  5,534,028 
  122,040 
Other term obligations, net of current portion
  - 
  73,952 
Deferred revenue, net of current portion
  381,261 
  466,714 
Deferred tax liability
  1,581,020 
  1,523,510 
 
    
    
Total liabilities
  28,963,503 
  22,638,207 
 
    
    
STOCKHOLDERS' EQUITY
    
    
Preferred stock, $0.001 par value; 10,000,000 shares
    
    
authorized; 2,045,714 shares issued and none outstanding
  - 
  - 
Common stock, $0.001 par value; 110,000,000 shares
    
    
  authorized; 84,775,186 and 84,112,446 shares
    
    
issued and oustanding, respectively
  84,776 
  84,113 
Additional paid-in capital
  95,299,274 
  94,926,560 
Accumulated other comprehensive loss
  (201,772)
  (186,485)
Accumulated deficit
  (70,330,878)
  (70,407,218)
 
    
    
Total stockholders’ equity
  24,851,400 
  24,416,970 
 
    
    
Total liabilities and stockholders’ equity
 $53,814,903 
 $47,055,177 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
4
 
 
WIDEPOINT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
SIX MONTHS ENDED
 
 
 
JUNE 30,
 
 
 
2019
 
 
2018
 
 
 
(Unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
Net income (loss)
 $76,340 
 $(934,344)
Adjustments to reconcile net income (loss) to net cash provided by
    
    
operating activities:
    
    
Deferred income taxes
  58,444 
  - 
Depreciation expense
  552,140 
  275,375 
Provision (recovery) for doubtful accounts
  11,190 
  (5,766)
Amortization of intangibles
  397,631 
  486,639 
Amortization of deferred financing costs
  2,500 
  14,804 
Share-based compensation expense
  373,377 
  320,338 
Changes in assets and liabilities:
    
    
Accounts receivable and unbilled receivables
  1,457,869 
  1,689,709 
Inventories
  (276,256)
  (11,254)
Prepaid expenses and other current assets
  77,759 
  (88,328)
Other assets
  60,411 
  (109,990)
Accounts payable and accrued expenses
  810,590 
  (1,637,123)
Income tax payable
  (2,442)
  2,523 
Deferred revenue and other liabilities
  (89,365)
  347,456 
 
    
    
Net cash provided by operating activities
  3,510,188 
  350,039 
 
    
    
CASH FLOWS FROM INVESTING ACTIVITIES
    
    
Purchases of property and equipment
  (140,052)
  (93,983)
Software development costs
  (125,725)
  (151,559)
 
    
    
Net cash used in investing activities
  (265,777)
  (245,542)
 
    
    
CASH FLOWS FROM FINANCING ACTIVITIES
    
    
Advances on bank line of credit
  6,258,000 
  11,598,706 
Repayments of bank line of credit advances
  (6,258,000)
  (11,443,612)
Principal repayments under finance lease obligations
  (238,675)
  (50,944)
Debt issuance costs
  (5,000)
  - 
Contingent consideration payment
  - 
  (100,000)
Proceeds from exercise of stock options
  - 
  22,000 
 
    
    
Net cash (used in) provided by financing activities
  (243,675)
  26,150 
 
    
    
Net effect of exchange rate on cash and equivalents
  (10,563)
  (39,274)
 
    
    
NET INCREASE IN CASH AND CASH EQUIVALENTS
  2,990,173 
  91,373 
 
    
    
CASH AND CASH EQUIVALENTS, beginning of period
  2,431,892 
  5,272,457 
 
    
    
CASH AND CASH EQUIVALENTS, end of period
 $5,422,065 
 $5,363,830 
 
 
 
SIX MONTHS ENDED
 
 
 
JUNE 30,
 
 
 
2019
 
 
2018
 
 
 
(Unaudited)
 
SUPPLEMENTAL CASH FLOW INFORMATION
 
 
 
 
 
 
Cash paid for interest
 $127,583 
 $34,909 
Cash paid for income taxes
 $8,904 
 $14,613 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
5
 

WIDEPOINT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
 
Paid-In
 
 
Accumulated
 
 
Accumulated
 
 
 
 
 
 
Issued
 
 
Amount
 
 
Capital
 
 
OCI
 
 
Deficit
 
 
Total
 
 
               (Unaudited)               
Balance, January 1, 2018
  83,031,595 
 $83,032 
 $94,200,237 
 $(122,461)
 $(68,950,742)
 $25,210,066 
 
    
    
    
    
    
    
Issuance of common stock —
    
    
    
    
    
    
options exercises
  50,000 
  50 
  21,950 
  - 
  - 
  22,000 
 
    
    
    
    
    
    
Issuance of common stock —
    
    
    
    
    
    
restricted
  980,851 
  981 
  (981)
  - 
  - 
  - 
 
    
    
    
    
    
    
Stock compensation expense —
    
    
    
    
    
    
restricted
 
  -
  49,884 
  - 
 
  49,884 
 
   
    
    
    
    
    
Stock compensation expense —
    
    
    
    
    
    
non-qualified stock options
  - 
  - 
  74,520 
  - 
  - 
  74,520 
 
    
    
    
    
    
    
Foreign currency translation —
    
    
    
    
    
    
gain
 
  -
 
  2,938 
 
  2,938 
 
    
    
    
    
    
    
Net loss
  - 
  - 
  - 
    
  (462,173)
  (462,173)
 
    
    
    
    
    
    
Balance, March 31, 2018
  84,062,446 
 $84,063 
 $94,345,610 
 $(119,523)
 $(69,412,915)
 $24,897,235 
 
    
    
    
    
    
    
Stock compensation expense —
    
    
    
    
    
    
restricted
  -
 
  118,034 
  - 
 
  118,034 
 
    
    
    
    
    
    
Stock compensation expense —
    
    
    
    
    
    
non-qualified stock options
  - 
  - 
  77,900 
  - 
  - 
  77,900 
 
    
    
    
    
    
    
Foreign currency translation —
    
    
    
    
    
    
(loss)
 
 
 
  (38,335)
 
  (38,335)
 
    
    
    
    
    
    
Net loss
  - 
  - 
  - 
    
  (472,171)
  (472,171)
 
    
    
    
    
    
    
Balance, June 30, 2018
  84,062,446 
 $84,063 
 $94,541,544 
 $(157,858)
 $(69,885,086)
 $24,582,663 
 
    
    
    
    
    
    
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
6
 
 
WIDEPOINT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
 
Paid-In
 
 
Accumulated
 
 
Accumulated
 
 
 
 
 
 
Issued
 
 
Amount
 
 
Capital
 
 
OCI
 
 
Deficit
 
 
Total
 
 
                         (Unaudited)                    
Balance, January 1, 2019
  84,112,446 
 $84,113 
 $94,926,560 
 $(186,485)
 $(70,407,218)
 $24,416,970 
 
    
    
    
    
    
    
Stock compensation expense —
    
    
    
    
    
    
restricted
 
 
  16,737 
  - 
 
  16,737 
 
    
    
    
    
    
    
Stock compensation expense —
    
    
    
    
    
    
non-qualified stock options
  - 
  - 
  72,529 
  - 
  - 
  72,529 
 
    
    
    
    
    
    
Foreign currency translation —
    
    
    
    
    
    
(loss)
 
 
 
  (29,282)
 
  (29,282)
 
    
    
    
    
    
    
Net income
  - 
  - 
  - 
    
  384,101 
  384,101 
 
    
    
    
    
    
    
Balance, March 31, 2019
  84,112,446 
 $84,113 
 $95,015,826 
 $(215,767)
 $(70,023,117)
 $24,861,055 
 
    
    
    
    
    
    
Issuance of common stock —
    
    
    
    
    
    
restricted
  662,740 
  663 
  (663)
  - 
  - 
  - 
 
    
    
    
    
    
    
Stock compensation expense —
    
    
    
    
    
    
restricted
 
 
  180,863 
  - 
 
  180,863 
 
    
    
    
    
    
    
Stock compensation expense —
    
    
    
    
    
    
non-qualified stock options
  - 
  - 
  103,248 
  - 
  - 
  103,248 
 
    
    
    
    
    
    
Foreign currency translation —
    
    
    
    
    
    
gain
 
 
 
  13,995 
 
  13,995 
 
    
    
    
    
    
    
Net loss
  - 
  - 
  - 
 
  (307,761)
  (307,761)
 
    
    
    
    
    
    
Balance, June 30, 2019
  84,775,186 
 $84,776 
 $95,299,274 
 $(201,772)
 $(70,330,878)
 $24,851,400 
 
  The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
7
 
 
WIDEPOINT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
 
 
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 Fairax, Virginia.
 
Nature of Operations
 
The Company is a leading provider of trusted mobility management (TM2). The Company’s TM2 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 Telecommunications 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 TM2 platform. The Company’s TM2 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.
 
The Company derives a significant amount of its revenues from contracts funded by federal government agencies for which WidePoint’s subsidiaries act in the capacity as the prime contractor, or as a subcontractor. The Company believes that contracts with federal government agencies will be the primary source of revenues for the foreseeable future. External factors outside of the Company’s control such as delays and/or a change in government administrations, budgets and other political matters that may impact the timing and commencement of such work and could result in variations in operating results and directly affect the Company’s financial performance. Successful contract performance and variation in the volume of activity as well as in the number of contracts commenced or completed during any quarter may cause significant variations in operating results from quarter to quarter.
 
A significant portion of the Company’s expenses, such as personnel and facilities costs, are fixed in the short term and may be 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.
 
2. 
Basis of Presentation and Accounting Policies
 
Basis of Presentation
The unaudited condensed consolidated financial statements as of June 30, 2019 and for each of the three and six month periods ended June 30, 2019 and 2018, respectively, 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, 2018 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, 2018. The results of operations for the three and six month periods ended June 30, 2019 are not 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.
 
 
8
 
 
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 (loss) 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, accounts receivable valuation reserves, 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
 
Our TM2 solution offerings comprise an overall single business from which the Company earns revenues and incurs costs. The Company’s TM2 solution offerings are centrally managed and reported on that basis to its Chief Operating Decision Maker who evaluates its business as a single segment. See Note 14 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 six months of 2019 from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 22, 2019, except as further described below:
 
 
Recently Adopted Accounting Standards
 
In February 2016, the FASB issued new accounting guidance on leases (ASC Topic 842). Effective January 1, 2019, the Company adopted an accounting standards update with new guidance intended to increase transparency and comparability among organizations relating to leases. The new guidance requires lessees to recognize a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. The standards update retained a dual model for lease classification, requiring leases to be classified as finance or operating leases to determine recognition in the statements of operations and cash flows; however, substantially all leases are now required to be recognized on the balance sheet. The standards update also requires quantitative and qualitative disclosures regarding key information about leasing arrangements.
 
The Company elected the modified retrospective transition method and applied the new guidance at the date of adoption, without adjusting the comparative periods presented. The Company also elected the practical expedients permitted under the transition guidance that retain the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. In addition, the Company did not reassess whether any contracts entered into prior to adoption are leases.
 
Upon adoption of the standard, the Company recorded approximately $6.1 million of right of use assets and operating lease-related liabilities, respectively. The adoption of this standards update had a material impact on the Company’s Consolidated Balance Sheets and related disclosures. The adoption of this standards update did not have a material impact on the Company’s results of operations or cash flows.
 
 
9
 
 
The cumulative effect of the changes made to our January 1, 2019 balance sheet for the adoption of the standards update was as follows:
 
 
 
As PreviouslyReportedDECEMBER 31,
 
 
Adoption
 
 
As reportedunderTopic 842JANUARY 1,
 
 
 
2018
 
 
Adjustment
 
 
2019
 
Operating lease right of use asset, net
 $- 
 $6,061,566 
 $6,061,566 
Property and equipment, net
  1,012,684 
  (170,000)
  842,684 
Other current assets
  1,086,686 
  (38,015)
  1,048,671 
Current portion of operating lease liabilities
  122,040 
  268,711 
  390,751 
Current portion of other term obligations
  192,263 
  (40,859)
  151,404 
Operating lease liabilities, net of current portion
  122,040 
  5,699,651 
  5,821,691 
Other term obligations, net of current portion
  73,952 
  (73,952)
  - 
 
In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718); Improvements to Nonemployee Share-Based Payment Accounting. Effective January 1, 2019, the Company adopted ASU 2018-07. The new guidance simplifies the accounting for share-based payments made to nonemployees. Under this ASU, share-based awards to nonemployees will be measured at fair value on the grant date of the awards. Entities will need to assess the probability of satisfying performance conditions if any are present, and awards will continue to be classified according to ASC 718 upon vesting, which eliminates the need to reassess classification upon vesting, consistent with awards granted to employees. The Company has not historically issued a material amount of share-based payments to non-employees. There was no material effect on the Company’s consolidated financial statements upon adoption.
 
Accounting Standards under Evaluation
 
In January 2017, ASU No. 2017-04, Simplifying the Test for Goodwill Impairment was issued. Under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss should not exceed the total amount of goodwill allocated to that reporting unit. The ASU also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity should apply this ASU on a prospective basis and for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is continuing to evaluate the effect this guidance will have on the consolidated financial statements and related disclosures.
 
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:
 
 
 
JUNE 30,
 
 
DECEMBER 31,
 
 
 
2019
 
 
2018
 
 
 
(Unaudited)
 
Government (1)
 $5,370,956 
 $7,332,338 
Commercial (2)
  2,614,261 
  3,863,710 
Gross accounts receivable
  7,985,217 
  11,196,048 
Less: allowances for doubtful
    
    
accounts (3)
  117,120 
  106,733 
 
    
    
Accounts receivable, net
 $7,868,097 
 $11,089,315 
 
(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 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 customer.
 
(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 doubtful accounts if deemed necessary.
 
(3) For the six months ended June 30, 2019, the Company did not recognize any material provisions for bad debt, write-offs or recoveries of existing provisions for bad debt. The Company has not historically maintained a bad debt reserve for its government customers as it has not experienced material or recurring bad debt charges and the nature and size of the contracts has not necessitated the Company’s establishment of such a bad debt reserve.
 
 
10
 
 
Significant Concentrations
 
The following table presents customers that represent ten (10) percent or more of consolidated trade accounts receivable as of the periods presented below:
 
 
 
JUNE 30,
 
 
DECEMBER 31,
 
 
 
2019
 
 
2018
 
 
 
As a % of
 
 
As a % of
 
Customer Name
 
Receivables
 
 
Receivables
 
 
 
(Unaudited)
 
U.S. Customs Border Patrol
--
14%
U.S. Department of Homeland Security HQ
14%
--
U.S. Coast Guard
--
13%
Iron Bow Technologies
--
15%
U.S. Transportation Safety Administration
13%
--
 
The following table presents customers that represent ten (10) percent or more of consolidated revenues in the current and/or comparative periods:
 
 
 
JUNE 30,
 
 
DECEMBER 31,
 
 
 
2019
 
 
2018
 
 
 
As a % of
 
 
As a % of
 
Customer Name
 
Receivables
 
 
Receivables
 
 
 
(Unaudited)
 
U.S. Customs Border Patrol
--
14%
U.S. Department of Homeland Security HQ
14%
--
U.S. Coast Guard
--
13%
Iron Bow Technologies
--
15%
U.S. Transportation Safety Administration
13%
--
 
 
11
 
 
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 periods presented below:
 
 
 
JUNE 30,
 
 
DECEMBER 31,
 
 
 
2019
 
 
2018
 
 
 
As a % of
 
 
As a % of
 
Customer Name
 
Receivables
 
 
Receivables
 
 
 
(Unaudited)
 
U.S. Department of Homeland Security Headquarters
--
11%
U.S. Immigration and Customs Enforcement
30%
37%
U.S. Federal Air Marshall Service
14%
--
U.S. Coast Guard
12%
11%
U.S. Transportation Safety Administration
--
10%
 
5. 
Other Current Assets and Accrued Expenses
 
Other current assets consisted of the following as of the periods presented below:
 
 
 
JUNE 30,
 
 
DECEMBER 31,
 
 
 
2019
 
 
2018
 
 
 
(Unaudited)
 
Inventories
 $460,140 
 $183,900 
Prepaid rent, insurance and other assets
  794,129 
  902,786 
 
    
    
Total other current assets
 $1,254,269 
 $1,086,686 
 
Accrued expenses consisted of the following as of the periods presented below:
 
 
 
JUNE 30,
 
 
DECEMBER 31,
 
 
 
2019
 
 
2018
 
 
 
(Unaudited)
 
Carrier service costs
 $9,472,300 
 $8,476,110 
Salaries and payroll taxes
  1,236,248 
  1,308,726 
Inventory purchases, consultants and other costs
  1,638,714 
  913,038 
Severance costs
  7,612 
  1,634 
U.S. income tax payable
  5,900 
  8,550 
Foreign income tax payable
  8,540 
  8,380 
 
    
    
Total accrued expenses
 $12,369,314 
 $10,716,438 
 
 
12
 
 
6.        
Property and Equipment
 
Major classes of property and equipment consisted of the following as of the periods presented below:
 
 
 
JUNE 30,
 
 
DECEMBER 31,
 
 
 
2019
 
 
2018
 
 
 
(Unaudited)
 
Computer hardware and software
 $1,948,387 
 $2,110,298 
Furniture and fixtures
  339,683 
  333,539 
Leasehold improvements
  267,003 
  268,561 
Automobiles
  82,304 
  178,597 
Gross property and equipment
  2,637,377 
  2,890,995 
Less: accumulated depreciation and
    
    
amortization
  1,979,303 
  1,878,311 
 
    
    
Property and equipment, net
 $658,074 
 $1,012,684 
 
During the three and six month periods ended June 30, 2019, property and equipment depreciation expense was approximately $140,000 and $275,000, respectively, as compared to $100,020 and $275,375, respectively, for the three and six month periods ended June 30, 2018.
 
During the six month period ended June 30, 2019 there were no material disposals of owned property and equipment. During the six month period ended June 30, 2018 there were disposals of fully depreciated owned property and equipment with related cost and accumulated depreciation of approximately $129,000.
 
There were no changes in the estimated useful lives used to depreciate property and equipment during the three and six month periods ended June 30, 2019 and 2018.
 
7.        
Leases
 
The Company entered into operating leases for corporate and operational facilities (“real estate leases”), computer hardware for datacenters and automobiles (“all other leases”).
 
Real estate leases. Substantially all real estate operating leases have remaining terms of seven (7) to ten (10) years, with additional five (5) year extensions available. All of these leases require a fixed lease payment that contains an annual lease payment escalation provision ranging from 3% to 4% per year. Certain leases contain early termination provisions that would require payment of unamortized tenant improvements, real estate broker commissions paid, and up to six (6) months of rent to compensate the landlord for early termination. The cost to exit a lease would be significant and potentially range $0.2 million to $0.8 million. The earliest any lease termination provisions could be exercised would be in 2023.
 
All other leases. Non-real estate operating leases have remaining terms of two (2) to three (3) years. All of these leases require a fixed lease payment over the entire lease term with no escalation provision. There are no early termination provisions under such arrangements.
 
The components of lease expense were as follows:
 
 
 
THREE MONTHS ENDED
 
 
SIX MONTHS ENDED
 
 
 
JUNE 30,
 
 
JUNE 30,
 
 
 
2019
 
 
2019
 
 
 
(Unaudited)
 
Operating lease expense
 $60,641 
 $119,641 
 
    
    
Finance lease expense:
    
    
Amortization of right of use assets
 $138,234 
 $277,269 
Interest on finance lease liabilities
  69,603 
  139,338 
 
    
    
Total finance lease expense
 $207,837 
 $416,607 
 
 
13
 
 
Operating lease expense is included in general and administrative expenses in the condensed consolidated statement of operations. Amortization of right of use assets is include in depreciation and amortization in the condensed consolidated statement of operations.
 
Supplemental cash flow information related to leases was as follows:
 
 
 
SIX MONTHS ENDED
 
 
 
JUNE 30,
 
 
 
2019
 
 
 
(Unaudited)
 
Cash paid for amounts included in the measurement of lease liabilities:
 
 
 
Operating cash flows from operating leases
 $119,641 
Operating cash flows from finance leases
  139,338 
Financing cash flows from finance leases
  238,675 
 
Supplemental balance sheet information related to leases was as follows:
 
 
 
JUNE 30,
 
 
 
2019
 
 
 
(Unaudited)
 
Operating lease right of use assets, net
 $5,827,822 
Current portion of operating lease liabilities
  420,932 
Operating lease liabilities, net of current portion
  5,534,028 
 
    
Weighted average remaining lease term
    
Operating leases
  12.1 
Finance leases
  1.6 
Weighted average discount rate
    
Operating leases
  5%
Finance leases
  5%
 
Maturities of lease liabilities as of June 30, 2019, were as follows:
 
 
 
Operating Leases
 
 
Finance Leases
 
2019
 $660,669 
 $121,332 
2020
  678,849 
  66,456 
2021
  697,578 
  - 
2022
  715,729 
  - 
2023
  735,573 
  - 
Thereafter
  4,325,486 
  - 
Total undiscounted operating lease payments
  7,813,884 
  187,788 
Less: Imputed interest
  2,035,299 
  11,413 
Total finance lease liability
 $5,778,585 
 $176,375 
 
During the six month period ended June 30, 2019, there were no new material operating leases or modifications to existing operating leases.
 
 
14
 
 
8. 
Goodwill and Intangible Assets
 
The Company has recorded goodwill of $18,555,578 as of June 30, 2019. There were no changes in the carrying amount of goodwill during the six month period ended June 30, 2019. There were no indicators of impairment during the month period ended June 30, 2019.
 
The Company has recorded net intangible assets of $2,826,141, consisting of purchased intangibles and internally developed software used to deliver managed service solutions offered by the Company. For the three and six month periods ended June 30, 2019, the Company capitalized internally developed software costs of approximately $67,225 and $125,725, respectively, related to costs associated with our next generation TDI Optimiser™ application. There were no disposals of intangible assets during the three and six month periods ended June 30, 2019. There were no disposals of intangible assets during the three month period ended June 30, 2018. For the six month period ended June 30, 2018, there were disposals of fully amortized intangible assets of approximately $1,930,000.
 
The aggregate amortization expense recorded for the three month periods ended June 30, 2019 and 2018 were approximately $198,800 and $186,800, respectively. The aggregate amortization expense recorded for the six month periods ended June 30, 2019 and 2018 were approximately $397,600 and $486,600, respectively. The total weighted remaining average life of all purchased intangible assets and internally developed software costs was approximately 5.0 years and 1.0 years, respectively, at June 30, 2019.
 
9.        
Line of Credit
 
On June 15, 2017, the Company entered into a Loan and Security Agreement with Atlantic Union Bank (formerly known as Access National Bank) (the “Loan Agreement”). The Loan Agreement provides for a $5.0 million working capital revolving line of credit. Effective April 30, 2018, the Company entered into a second modification agreement with Atlantic Union Bank that extended the maturity date of the facility through April 30, 2019, increased the interest rate to the Wall Street Journal prime rate plus 1.0%, and added an additional financial covenant requiring the Company to maintain consolidated minimum adjusted earnings before interest, taxes, depreciation and amortization, plus share-based compensation, plus non-cash charges (EBITDA) (as defined in the second modification) of at least two times interest expense (excluding interest reported under recently adopted lease accounting standards) to be measured as of the last day of each quarterly period.
 
Effective, April 30, 2019, the Company entered into a fourth modification agreement (“Modification Agreement”) with Atlantic Union Bank to amend the existing Loan Agreement. The Modification Agreement extended the maturity date of the facility through April 30, 2020 and changed the variable interest rate to the Wall Street Journal prime rate plus 0.50%.
 
The Loan Agreement requires that the Company meet the following financial covenants on a quarterly basis: (i) maintain a minimum adjusted tangible net worth of at least $2.0 million, (ii) maintain minimum consolidated adjusted EBITDA of at least two times interest expense and (iii) maintain a current ratio of 1.10:1 (excluding finance lease liabilities reported under recently adopted lease accounting standards).
 
The available amount under the working capital line of credit is subject to a borrowing base, which is equal to the lesser of (i) $5.0 million or (ii) 70% of the net unpaid balance of the Company’s eligible accounts receivable. The facility is secured by a first lien security interest on all of the Company’s personal property, including its accounts receivable, general intangibles, inventory and equipment maintained in the United States. As of June 30, 2019, the Company was eligible to borrow up to $4.2 million under the borrowing base formula.
 
 
15
 
 
10. 
Income Taxes
 
The Company files U.S. federal income tax returns with the Internal Revenue Service (“IRS”) as well as income tax returns in various states and certain foreign countries. The Company may be subject to examination by the IRS or various state taxing jurisdictions for tax years 2003 and forward. The Company may be subject to examination by various foreign countries for tax years 2014 forward. As of June 30, 2019, the Company was not under examination by the IRS, any state or foreign tax jurisdiction. The Company did not have any unrecognized tax benefits at either June 30, 2019 or December 31, 2018. In the future if applicable, any interest and penalties related to uncertain tax positions will be recognized in income tax expense.
 
As of June 30, 2019, the Company had approximately $38.5 million in net operating loss (NOL) carry forwards available to offset future taxable income for federal income tax purposes, net of the potential Section 382 limitations. These federal NOL carry forwards expire between 2020 and 2037. Included in the recorded deferred tax asset, the Company had a benefit of approximately $39.8 million available to offset future taxable income for state income tax purposes. These state NOL carry forwards expire between 2024 and 2036. Because of the change of ownership provisions of the Tax Reform Act of 1986, use of a portion of our domestic NOL may be limited in future periods. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities.
 
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Under existing income tax accounting standards such objective evidence is more heavily weighted in comparison to other subjective evidence such as our projections for future growth, tax planning and other tax strategies. A significant piece of objective negative evidence considered in management’s evaluation of the realizability of its deferred tax assets was the existence of cumulative losses over the latest three-year period. Management forecast future taxable income, but concluded that there may not be enough of a recovery before the end of the fiscal year to overcome the negative objective evidence of three years of cumulative losses. On the basis of this evaluation, management recorded a valuation allowance against all deferred tax assets. If management’s assumptions change and we determine we will be able to realize these deferred tax assets, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be accounted for as a reduction of income tax expense.
 
11.              
Stockholders’ Equity
 
Preferred Stock
 
There were no issuances of preferred stock during the six month periods ended June 30, 2019 and 2018.
 
Common Stock
 
The Company is authorized to issue 110,000,000 shares of common stock, $.001 par value per share. As of June 30, 2019, there were 84,775,186 shares issued and outstanding (including 674,168 restricted shares not vested). The Company issued 238,572 shares of common stock as a result of the vesting portion of restricted stock awards (RSA) during the three month period ended June 30, 2019. There were no shares of common stock issued as a result of the vesting of RSAs during the three month period ended June 30, 2018. See Note 12 for additional information regarding RSA activity.
 
There were no shares of common stock issued as a result of stock option exercises during the three month periods ended June 30, 2019 and 2018. There were no shares of common stock issued as a result of stock option exercises during the six month period ended June 30, 2019. Shares of common stock issued as a result of stock option exercises and realized gross proceeds during the six month period ended June 30, 2018 were 50,000 and $22,000, respectively. See Note 12 for additional information regarding the stock incentive plans.
 
 
16
 
 
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, non-qualified stock options (NQSO), restricted stock awards (RSA), 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. Any shares associated with 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
 
Restricted Stock. 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 and outstanding. During the six month period ended June 30, 2019, the Company granted 662,740 RSAs. 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.
 
Non-Qualified 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, 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 25,000 of non-qualified stock option awards granted to a non-employee as compensation for investor relations services during the six month period ended June 30, 2019.
 
Restricted Stock Award Activity
 
A summary of RSA activity as of June 30, 2019 and 2018, and changes during the six month periods ended June 30, 2019 and 2018 are set forth below:
 
 
 
2019
 
 
2018
 
NON-VESTED AWARDS
 
(Unaudited)
 
Non-vested awards outstanding, January 1,
  300,000 
  - 
Granted (+)
  662,740(1)
  980,851(1)
Cancelled (-)
  50,000(2)
  - 
Vested (-)
  238,572(3)
  - 
Non-vested awards outstanding, June 30,
  674,168 
  980,851 
 
    
    
Weighted-average remaining contractual life (in years)
  6.77 
  1.1 
 
    
    
Unamortized RSA compensation expense
 $274,412 
 $356,082 
 
    
    
Aggregate intrinsic value of RSAs non-vested, June 30
 $283,151 
 $539,468 
 
    
    
Aggregate intrinsic value of RSAs vested, June 30
 $- 
 $- 
 
(1)
During the six month period ended June 30, 2019, the Company granted 662,740 RSAs, of which i) 238,572 of RSAs were awarded to members of the Company’s board of directors as part of their annual board retainer fee that had a grant date fair value of $100,200 and vested during the period, and ii) 424,168 of RSAs were awarded to key employees tied to the attainment of certain financial goals as outlined by the Company’s Compensation Committee of the Board of Directors that had a grant date fair value of $254,501. 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 and vested during the period.
 
(2)
There were 50,000 RSAs that were cancelled during the six month period ended June 30, 2019. There were no RSAs cancelled or expired during the six month period ended June 30, 2018, respectively.
 
(3)
During the six month period ended June 30, 2019, 238,572 RSAs vested during the period.
 
 
17
 
 
Non-Qualified Stock Option Award Activity
 
A summary of stock option activity as of June 30, 2019 and 2018, and changes during the six month periods ended June 30, 2019 and 2018 are set forth below:
 
 
 
2019
 
 
2018
 
 
 
 
 
 
Weighted
 
 
 
 
 
Weighted
 
 
 
 
 
 
Average
 
 
 
 
 
Average
 
 
 
 
 
 
Grant Date
 
 
 
 
 
Grant Date
 

 
Shares
 
 
Fair Value
 
 
Shares
 
 
Fair Value
 
 
 
NON-VESTED AWARDS
(Unaudited)
Non-vested balances, January 1,
  2,067,503 
 $0.36 
  2,685,004 
 $0.35 
Granted (+)
  25,000(1)
 $0.15 
  -(1)
 $0.00 
Cancelled (-)
  80,001(2)
 $0.34 
  -(2)
 $0.00 
Vested/Excercised (-)
  500,000 
 $0.40 
  50,000(3)
 $0.40 
Non-vested balances, June 30,
  1,512,502 
 $0.34 
  2,635,004 
 $0.35 
 
 
 
2019
 
 
2018
 
 
 
 
 
 
Weighted
 
 
 
 
 
Weighted
 
 
 
 
 
 
Average
 
 
 
 
 
Average
 

 
Shares
 
 
Exercise Price
 
 
Shares
 
 
Exercise Price
 
OUTSTANDING AND EXERCISABLE AWARDS
       (Unaudited)
Awards outstanding, January 1,
  4,013,334 
 $0.58 
  4,173,334 
 $0.60 
Granted (+)
  25,000(1)
 $0.41 
  -
(1)
 $0.00 
Cancelled (-)
  80,001(2)
 $0.55 
  60,000(2)
 $1.48 
Exercised (-)
  - 
  - 
  50,000(3)
 $0.44 
Awards outstanding, June 30,
  3,958,333 
 $0.58 
  4,063,334 
 $0.00 
 
    
    
    
    
Awards vested and expected to vest,
    
    
    
    
June 30,
  3,483,356 
 $0.59 
  3,481,526 
 $0.58 
 
    
    
    
    
Awards outstanding and exercisable,
    
    
    
    
June 30,
  2,445,831 
 $0.59 
  1,438,330 
 $0.58 
 
(1) During the six month period ended June 30, 2019, there were non-qualified stock option (NQSO) grants of 25,000 granted to a non-employee as compensation for investor relations services. This stock award grant was valued using a Black-Scholes model that assumed a 1-year vesting period, 2-year option term, a risk free rate of 2.5%, volatility of 64.6%, no assumed dividend yield, and a forfeiture rate estimate of 1.2%. 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 June 30, 2019, there were 80,001 NQSOs that were unvested and cancelled related to voluntary employee terminations.
 
(3) The total intrinsic value of stock options exercised during the six month ended June 30, 2018 was approximately $5,500.
 
 
18
 
 
The weighted-average remaining contractual life of the non-qualified stock options outstanding, exercisable, and vested and expected to vest as of June 30, 2019 were 2.6 years, 2.3 years and 2.3 years, respectively.
 
The aggregate intrinsic value associated with options outstanding, vested and expected to vest as of June 30, 2019 was approximately $250 and $247, respectively. Aggregate intrinsic value represents total pretax intrinsic value (the difference between WidePoint’s closing stock price on June 30, 2019 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, 2019. 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
 
 
 
2019
 
 
2018
 
 
2019
 
 
2018
 
 
(Unaudited)
Restricted stock compensation expense
 $180,863 
 $118,034 
 $197,600 
 $167,918 
Non-qualified option stock compensation expense
  103,248 
  77,900 
  175,777 
  152,420 
 
    
    
    
    
Total share-based compensation before taxes
 $284,111 
 $195,934 
 $373,377 
 $320,338 
 
 
At June 30, 2019, the Company had approximately $473,485 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 1 year.
 
13.              
(Loss) Earnings Per Common Share (EPS)
 
The computations of basic and diluted (loss) earnings per share were as follows for the periods presented below:
 
 
THREE MONTHS ENDED
 
 
SIX MONTHS ENDED
 
 
 
JUNE 30,
 
 
JUNE 30,
 
 
 
2019
 
 
2018
 
 
2019
 
 
2018
 
 
 
(Unaudited) 
 
Basic (Loss) Earnings Per Share Computation:
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income
 $(307,761)
 $(472,171)
 $76,340 
 $(934,344)
Weighted average number of common shares
  83,990,722 
  83,081,597 
  83,902,077 
  83,061,707 
Basic Loss Per Share
 $(0.00)
 $(0.01)
 $0.00 
 $(0.01)