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
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(Exact name of registrant as specified in its charter)
DELAWARE 000-23967 52-2040275
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
One Mid-America Plaza, Oakbrook Terrace, IL 60181
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (630) 645-0003
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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
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Michael C. Higgins
President
20251 Century Boulevard, Germantown, Maryland 20874
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(Former Address, if Changed Since Last Report)
<PAGE>
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.
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<PAGE>
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.
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<PAGE>
WIDEPOINT CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
June 30, 2000
----------------------------------------------------------
Historical Proforma See Proforma
Balance Adjustments Notes Balances
----------------------------------------------------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
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
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Total liabilities and stockholders' equity 16,253,520 (2,513,005) 13,740,515
============= ============ ============
</TABLE>
See notes to unaudited Pro Forma Consolidated Financial Statements
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<PAGE>
WIDEPOINT CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Year Ended December 31, 1999
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Historical Proforma See Proforma
Balance Adjustments Notes Balances
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(audited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
$ 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)
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Net loss before income taxes (1,058,405) (357,268) (701,137)
Income tax provision (37,648) - (37,648)
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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
============= ========== ===========
</TABLE>
See notes to unaudited Pro Forma Consolidated Financial Statements
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<PAGE>
WIDEPOINT CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended December 31, 1999
------------------------------------------------------
Historical Proforma See Proforma
Balance Adjustments Notes Balances
------------------------------------------------------
(audited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
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
============ ============ ===========
</TABLE>
See notes to unaudited Pro Forma Consolidated Financial Statements
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<PAGE>
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.
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