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 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 125,000 non-qualified stock option awards granted during the three and nine month periods ended September 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 September 30, 2018, there were 980,851 shares of restricted stock included in shares issued, of which 300,000 were unvested as of September 30, 2018. Restricted Stock Award Activity A summary of RSA activity as of September 30, 2018 and 2017, and changes during the nine month periods ended September 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 Cancelled (-) - 150,000 Vested (-) 680,851 (1 ) 275,000 Non-vested awards outstanding, September 30, 300,000 125,000 Weighted-average remaining contractual life (in years) 0.8 0.2 Unamortized RSA compensation expense $ 153,418 $ 1,090 Aggregate intrinsic value of RSAs non-vested, September 30 $ 138,000 $ 81,250 Aggregate intrinsic value of RSAs vested, September 30 $ 320,000 $ 177,750 (1) During the nine month period ended September 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) During the nine month period ended September 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 nine month period ended September 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 September 30, 2018 and 2017, and changes during the nine month periods ended September 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 (+) 125,000 (1 ) $ 0.25 3,440,000 (2 ) $ 0.30 Cancelled (-) 50,000 (3 ) $ 0.32 860,000 (3 ) $ 0.68 Vested/Excercised (-) 312,500 $ 0.26 110,000 $ 0.69 Non-vested balances, September 30, 2,447,504 $ 0.35 3,390,000 $ 0.27 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 (+) 125,000 (1 ) $ 0.50 3,440,000 (2 ) $ 0.59 Cancelled (-) 110,000 (3 ) $ 1.11 1,402,334 (3 ) $ 0.97 Exercised (-) 50,000 (4 ) $ 0.44 30,000 (4 ) $ 0.57 Awards outstanding, September 30, 4,138,334 $ 0.58 4,098,334 $ 0.60 Awards vested and expected to vest, September 30, 3,547,472 $ 0.58 3,614,538 $ 0.59 Awards outstanding and exercisable, September 30, 1,690,830 $ 0.56 708,334 $ 0.73 (1) During the nine month period ended September 30, 2018, there were NQSO grants of 125,000, as further described below: ● Employees. ● Non-Employees. (2) During the nine month period ended September 30, 2017, there were NQSO grants of 3,440,000, as further described below: ● Director Grants ● Non-Director Grants. (3) During the nine month period ended September 30, 2018, there 110,000 were non-qualified stock options that were cancelled, of which 50,000 were cancelled to due to termination of employment and the reminder expired unexercised at the end of the option term. During the nine month period ended September 30, 2017, there were 1,402,334 non-qualified stock options that were cancelled, of which 993,334 were cancelled due to termination of employment, 225,000 were cancelled by the board of directors as part of a compensation plan change, and the remainder expired unexercised at the end of the option term. (4) The total intrinsic value of stock options exercised during the nine months ended September 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 September 30, 2018 were 3.38 years, 3.38 years and 3.12 years, respectively. The aggregate intrinsic value associated with options outstanding, vested and expected to vest, and exercisable as of September 30, 2018 was approximately $15,500, $13,443 and $10,250, respectively. Aggregate intrinsic value represents total pretax intrinsic value (the difference between WidePoint’s closing stock price on September 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 September 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 NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2018 2017 2018 2017 (Unaudited) Restricted stock compensation expense $ 202,664 $ 5,447 $ 370,582 $ 156,768 Non-qualified option stock compensation expense 70,073 (86,490 ) 222,493 (18,732 ) Total share-based compensation before taxes $ 272,737 $ (81,043 ) $ 593,075 $ 138,036 At September 30, 2018, the Company had approximately $564,777 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 1.04 years. |