UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE
FILING
SEC FILE NUMBER:
000-23967
| (Check One): |
|_| Form 10-K |
|_| Form 11-K |
|_| Form 20-F |
| |
|X| Form 10-Q |
|_| Form N-SAR |
|_| Form N-CSR |
For Period Ended: March
31, 2008
| |_| |
Transition
Report on Form 10-K |
| |_| |
Transition
Report on Form 20-F |
| |_| |
Transition
Report on Form 11-K |
| |_| |
Transition
Report on Form 10-Q |
| |_| |
Transition
Report on Form N-SAR |
For the Transition Period
Ended:
Read Instruction
Sheet (in back page) Before Preparing Form.
Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information
contained herein.
If
the notification relates to a portion of the filing checked above, identify the item(s) to
which the notification relates:
PART I –
REGISTRANT INFORMATION
Full
Name of Registrant:
WIDEPOINT
CORPORATION
Former
Name if Applicable:
N/A
Address
of Principal Executive Office (Street and Number):
One
Lincoln Centre, Suite 1100
City,
State and Zip Code:
Oakbrook
Terrace, Illinois 60181
PART II – RULES
12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.
(Check Box if appropriate) |X|
| |
(a) |
The
reasons described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense; |
| |
(b) |
The
subject annual report on Form 10-Q, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date; and |
| |
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable. |
PART III –
NARRATIVE
State
below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, N-SAR, N-CSR, or the
transition report or portion thereof, could not be filed within the prescribed time
period.
As
reported on WidePoint Corporation’s (the “Company”) Current Report on Form
8-K dated May 5, 2008, the Company has engaged in negotiations with investors related to
the private offering and sale of the Company’s common stock as part of a private
equity financing to raise additional funds for working capital. Management’s time and
effort consumed by the financing has played a significant role in the delay in the
preparation and filing of the Quarterly Report on Form 10-Q for the quarter ended March
31, 2008.
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PART IV – OTHER
INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification: |
| |
Thomas
L. James
Foley & Lardner LLP |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such reports been filed? If answer is no, identify report(s). |
| (3) |
Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? |
| |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively,
and if, appropriate, state the reasons why a reasonable estimate of the results cannot be
made. |
| |
Revenues
for the three month period ended March 31, 2008 were approximately $7.2 million as
compared to approximately $2.9 million for the three month period ended March 31, 2007.
The increase in revenues was primarily attributable to the acquisition of iSYS and increases
in our PKI managed services segment partially offset by declines within our consulting
services segment. We anticipate continued revenue growth across all three of our business
segments as a result of new contracts that were awarded late in the first quarter and early
in the second quarter.
|
| |
Cost
of sales for the three month period ended March 31, 2008, was approximately $6.0 million,
or 85% of revenues, an increase of approximately $3.9 million from cost of sales of approximately
$2.1 million, or 74% of revenues, for the three month period ended March 31, 2007.
The absolute increase in cost of sales was primarily attributable to an increase in revenues
while the percentage based increase in the percentage of cost of sales was primarily attributable
to start up costs associated with new contracts and an increase in amortization expense
related to the acquisition of iSYS. We anticipate improvements in our costs of sales on
a percentage basis as our managed services segments adds economies of scale and upfront
start up expenses related to new contract awards and implementations are realized.
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3
| |
Primarily
as a result of the acquisition of iSYS, gross profit for the three month period
ended March 31, 2008, was approximately $1.1 million, or 15% of revenues, an increase of
approximately $0.4 million over gross profit of approximately $0.7 million, or 26% of
revenues, for the three month period ended March 31, 2007.
|
| |
General
and administrative expenses for the three month period ended March 31, 2008, were
approximately $1.7 million, an increase of approximately $0.7 million, as compared to approximately
$0.9 million recorded by the Company for the three month period ended March 31, 2007,
which was primarily attributable to our acquisition of iSYS and an increase in the current
quarter of approximately $300,000 associated with our stock compensation expense for FAS
123R for options which were issued to key personnel of iSYS which have been
expensed in the first quarter and will not re-occur.
|
| |
Interest
expense for the three month period ended March 31, 2008, was approximately $99,600,
an increase of approximately $96,300, as compared to approximately $3,300 for the three month period ended March 31,
2007. The increase in interest expense for the three month period ended March 31, 2008
was primarily attributable to greater expenses associated with the debt
instruments and increase in capital leases held by the Company. We anticipate our
interest expense will fall as a result of recent capital raises for which part of
the proceeds were utilized to partially pay down outstanding debt balances.
|
| |
As
a result of the above, the net loss for the three month period ended March 31, 2008,
was approximately $863,000 as compared to the net loss of approximately $376,000 for the
three months ended March 31, 2007.
|
WidePoint
Corporation has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
| Date: May 16, 2008 |
By: /s/ James T. McCubbin |
|
James T. McCubbin |
|
Vice President and Chief Financial Officer |
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