Widepoint Corp 10-K for FY2025
Widepoint Corp (WYY)
About this 10-K
Widepoint Corp filed this 10-K on March 25, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $150.55M
- up 5.6% from $142.57M a year earlier
- Net loss
- $2.75M
- compared with a net loss of $1.93M a year earlier
- Diluted EPS
- -$0.28
- compared with -$0.21 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the Fiscal Year Ended |
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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
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Securities registered pursuant to Section 12(b) of the act:
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Securities registered pursuant to Section 12(g) of the act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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:
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):
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 | ☐ |
☒ | Smaller reporting company | ||
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| 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant, computed by reference to the closing price of the Common Stock on the NYSE American on the last business day of the registrant’s most recently completed second fiscal quarter of $3.42 per share, was approximately $
As of March 19, 2026, there were
DOCUMENTS INCORPORATED BY REFERENCE
Portions of WidePoint Corporation's proxy statement in connection with its 2025 Annual Meeting of Stockholders are incorporated by reference in Part III.
Cautionary Note Regarding Forward Looking Statements and Risk Factor Summary
This Annual Report on Form 10-K contains forward-looking statements concerning our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Annual Report on Form 10-K are forward-looking statements. You can identify these statements by words such as “aim,” “anticipate,” “assume,” “believe,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “positioned,” “predict,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management's beliefs and assumptions. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including the following risk factor summary:
| · | Our DHS CWMS 2.0 IDIQ contract is currently subject to re-competition and there can be no assurance that we will be awarded the successor contract, or that the terms, scope, or timing of any extension, bridge arrangement, or successor award will not materially differ from the current contract. This contract represents a significant portion of our revenue. |
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| · | Our market is highly competitive and we may not be able to compete effectively or gain market acceptance of our products and service. |
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| · | We may not be able to respond to rapid technological changes with new software products and services, especially in the area of artificial intelligence, which could harm our sales and profitability and our competitiveness in the market. |
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| · | Tariffs, inflationary pressures, and other macroeconomic forces that impact costs, such as costs for devices, labor and distribution costs may impact our financial condition or results of operations. |
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| · | Our financial resources are limited and the failure of one or more new product or service offerings could materially harm our financial results. |
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| · | We have significant fixed operating costs, which may be difficult to adjust in response to unanticipated fluctuations in revenues. |
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| · | We have incurred net losses in the past and may incur net losses in the future. |
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| · | Federal agencies and certain large customers can unexpectedly terminate their contracts with us at any time without penalty and the loss of a large customer could have an adverse impact on our financial results. |
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| · | The loss of key personnel or an inability to attract and retain additional personnel may impair our ability to grow our business. |
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| · | Acquisitions we undertake may present integration challenges, fail to perform as expected, increase our liabilities, and/or reduce our earnings. |
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| · | Federal government contracts contain provisions giving government customers a variety of rights that are unfavorable to us, including the ability to audit us and/or assess fines and/or penalties for non-compliance. |
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| · | Federal government shutdowns, the failure of the Federal government to approve a budget or reduction in government spending in the areas in which we serve could have a negative impact on our cash flows. |
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| · | Federal government organizational changes and/or restructuring may pose unknown risks to WidePoint. Changes in Federal Departmental leadership may result in changes priorities and changes in budgets can negatively impact our ability to maintain and/or grow revenue. |
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| · | Our inability to access our working capital line of credit or otherwise maintain compliance with the required covenants could have an adverse impact on our financial condition. |
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| · | Actual or perceived breaches of our security measures, or governmental required disclosure of customer information could diminish demand for our solution and subject us to substantial liability. |
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| · | The negative impact of any catastrophic events, including acts of domestic or international terrorism, civil unrest, pandemics, outbreak of war or hostilities, and other regional low-intensity conflicts, adverse climate or weather events or other public health emergencies, as well as our response to any of the aforementioned factors. |
For the discussion of these risks and uncertainties and others that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Risk Factors” in this Annual Report on Form 10-K. The forward-looking statements included in this Annual Report on Form 10-K are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
In this Annual Report on Form 10-K, unless the context indicates otherwise, the terms “Company” and “WidePoint,” as well as the words “we,” “our,” “ours” and “us,” refer collectively to WidePoint Corporation and its consolidated subsidiaries.
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PART I
ITEM 1. BUSINESS
Company Overview
We are a leading provider of Technology Management as a Service (TMaaS) that consists of federally certified communications management, and identity management. We also provide interactive bill presentment and analytics, and Information Technology as a Service Solutions (ITaaS). We help our clients achieve their organizational missions for mobility management, information technology management, and cybersecurity objectives in this challenging and complex business environment.
We offer our TMaaS solutions through a flexible “As-a-Service” model or XaaS which includes both a scalable and comprehensive set of functional capabilities that can be used by any customer to meet the most common functional, technical and security requirements for mobility management. Our TMaaS solutions were designed and implemented with flexibility in mind such that it can accommodate a large variety of customer requirements through simple configuration settings rather than through costly software development. The flexibility of our TMaaS solutions enables our customers to be able to quickly expand or contract their mobility management requirements. Our TMaaS solutions are hosted and accessible on-demand through both a secure federal government certified proprietary portal and/or through a secure enterprise portal that provides our customers with the ability to manage, analyze and protect their valuable communications assets, and deploy identity management solutions that provide secured virtual and physical access to restricted environments.
Our Managed Services
Our TMaaS framework combines the strengths of our core capabilities into a single secure comprehensive enterprise-wide solution set that offers our customer’s the ability to securely enable and manage their mobile IT and telecommunication assets as described below:
Telecom Lifecycle Management
We offer comprehensive telecom lifecycle management solutions to enterprises both in the public and the private sectors. Our solutions are delivered in a hosted and secure multi-modal delivery environment. Our solutions provide full visibility of telecom assets for our clients thereby enabling our clients to securely and efficiently manage all aspects of telecom assets, while reducing the overall cost of ownership. We offer state-of-the-art call centers that are available 24/7 to help our customers stay productive.
Mobile and Identity Management
As one of two Department of Defense (DoD) designated External Certificate Authorities (ECA), we offer several different federally certified digital certificates and credentials that enable our customers to provide strong multifactor authentication (MFA) solution to conduct business through secure portals owned and managed by the U.S. federal government, access government facilities and secure mobile devices that are used to access corporate networks, databases and other IT assets. We also offer comprehensive mobile security solutions that protect users, devices, and corporate resources, including establishing effective policies to create a scalable, adaptable, successful mobile program. We also offer the same MFA solution to enterprises in the private sectors with the same level of cybersecurity assurance.
Digital Billing and Unified Communications Analytics Solutions
We offer innovative and interactive billing communications and analytics solutions to large communications service providers (CSPs). Our customized solutions give their end customers the ability to view and analyze their bills online via our advanced self-serve user portal 24/7.Our solutions are delivered in a hosted and secure environment and provide our CSPs with full visibility into their revenue model which provides stronger customer experience and reduces their operating costs and improves profitability.
IT as a Service
We provide comprehensive information technology (IT) as a service offerings (ITaaS), including cybersecurity, cloud services, network operations, and professional services. We provide a complete outsourcing solution that includes hardware, software, network, cybersecurity, and associated management for our clients’ IT needs. Additionally, we provide development operations support, artificial intelligence implementation, and the Microsoft stack of technologies to help our customers to be productive, agile, and efficient in a secure environment. We provide the above solutions from the cloud that ensures scalability, resiliency, and security. We also provide “migration to the cloud” services that enables our customers to take advantage of cost savings through economies of scale and elimination of redundancy as well as taking advantage of built in scalability and resiliency of the cloud.
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Our Carrier Services
We also provide our customers with carrier services, which consists of phone, data and satellite and related mobile services for a connected device or end point. We procure, process and pay communications carrier invoices on behalf of customers. Under many of our carrier services arrangements, we recognize revenues and related costs on a gross basis. A significant portion of our overall reported revenue consists of revenue from carrier services; however, it represents an insignificant portion of our overall reported gross profit. This is a commodity type service and margins are nominal, but this is a necessary service to deliver to federal government customers that engage us to provide a full-service solution as part of our platform. We support the consolidation, validation, and administration of telecom charges across multiple carriers and vendors, allowing customers to simplify billing and related payment processes without assuming direct responsibility for carrier relationships.
Sales Cycle
We sell service solutions to government and business enterprises. Our ability to successfully sell our services depends upon the relationships we build and maintain with key decision makers at existing customers and prospective customer organizations. Our sales cycle is long and is often affected by many factors including but not limited to customer specific proposal and acquisition processes, unique customer service requirements, the customer’s timetable and urgency, changes in key leadership and/or personnel that slows down the proposal or project, an evaluation by different functional groups within the prospective customers organization before a purchase decision is made by the organization, budgetary funding delays, intermittent U.S. federal government shutdowns, reductions in U.S. federal government administrative functions, competitive bidding processes and other policy constraints, as well as additional factors that may lengthen the sales cycle. Many of these variables are outside our control and we attempt to manage the financial impact on us by building a large pipeline with opportunities that have overlapping sales cycles.
It could take more than 12 months to enter into a contract with a customer from the time we first actively engage a prospective customer and then a full implementation could range from mere weeks to several months depending on the complexity of the customers statement of work and level of engagement by us and the customer to get the deployment completed. Contract closing and implementation timelines vary as a result of these factors, many of which are outside our control.
Sales Approaches
We approach selling our services under either a direct sales model under which we control the contract and key relationships or we partner with a large systems integrator and other strategic partners to provide our TMaaS solution as part of their overall total solution offering to the end customer. We have historically grown our business under the direct sales model; however, more recently we have closed a significant portion of our new sales through our partnerships with other systems integrators. While we believe we can continue to be successful growing our sales through both models, larger scale opportunities tend to require partnerships with large entrenched systems integrators and other strategic partners.
Our sales approaches are summarized below:
Systems Integrators. We partner with large systems integrators to collectively pursue large market opportunities that include some or all of our TMaaS solution within the scope of the solicitations. In these types of arrangements, we generally operate as a subcontractor and manage the customer relationship closely with the prime contractor. We do not utilize any channel partners or third-party firms in this sales approach.
Strategic Partnerships. We partner with vendors who are leaders in their industries such as Healthcare, Telecommunication, Transportation, etc. to leverage their channels or reseller networks to sell our TMaaS solution. This approach allows us to sell into markets that would be otherwise be costly and difficult to reach. By leveraging these partners’ existing customer relationships, we can shorten the sale cycle and have a higher success rate.
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Internal Sales Force. We have a team of sales professionals, account managers and project managers that are responsible for identifying and pursuing commercial and government opportunities for our TMaaS offerings. We take a team approach for engaging with a potential customer. Our sales teams consists of sales lead, account managers, solution experts and other subject matter experts to assist with execution of product demonstrations, proposal creation and submission, contract negotiation, relationship management, sales closing and final transition of closed deals to the operations team. Sales commissions, when applicable, are calculated and paid based gross profit of the new business won, as it is earned, multiplied by a fixed commission rate that declines over the base term of the contract. Generally, there are no commissions paid after the base term expires. We plan to add resources for this effort to help manage our system integrator and strategic partnership efforts as well as increasing the number of qualified leads in our sales pipeline to further spur growth.
Upselling and Cross Selling. After a customer is on boarded, we focus on delivering our service as contracted and then attempt to upsell and cross sell our other TMaaS solution offerings. We may enter into preferred supplier network programs agreements with our customers and offer our TMaaS solutions on similar terms and conditions to their suppliers and customer which in turn could increase our potential sales opportunities. We also directly ask our customers for referrals into their professional network, customer and supplier groups to drive additional sales opportunities.
Indirect Sales Approach. We may use an indirect sales approach to reach new target markets by outsourcing our lead generation and certain business development activities through a third-party channel partner. We do not use this sales approach very often due to the high cost of commissions charged by these channel partners as their commission terms often span the entire life of the customer relationship which may not be financially viable to the customer or us. We do not anticipate using this sales approach extensively to drive sales opportunities.
Our sales team has a wide variety of skills and expertise to cultivate qualified leads and guide our prospective customers towards finding a solution that meets their organization’s goals and objectives.
Marketing and Branding
Our marketing strategy is to build our brand and increase market awareness of our solutions in our target markets that will allow us to successfully build strong relationships with key decision markers involved in the sales process on the customer side. Key decisions makers typically consist of information technology executives, finance executives and managers of communications assets and networks.
We engage in a wide variety of broad-based and targeted marketing campaigns designed to broaden market awareness of our solutions and expertise. Broad-based marketing campaigns include attending and speaking at industry and tradeshows, website marketing, publishing technical whitepapers and use case studies, topical webcasts, public relations campaigns, subject matter expert forums and industry visibility initiatives. Targeted marketing campaigns including internet search engine optimization, directed e-mail and direct mail, co-marketing strategies designed to leverage existing customer and network relationships.
Department of Homeland Security for Cellular Wireless Managed Services 2.0 ID/IQ Contract Renewal
In 2025 and 2024, 77% and 79% of our revenues, respectively, were from the Department of Homeland Security for Cellular Wireless Managed Services (CWMS) 2.0 ID/IQ Contract. This renewal of this contract was placed in a competitive process in November 2025 and we are awaiting the government’s award decision. There can be no assurance that we will be awarded the successor contract, or that the terms, scope, or timing of any extension, bridge arrangement, or successor award will not materially differ from the current contract.
Other Government Contracts
We believe that contracts with federal government agencies will be the primary source of our revenues for the foreseeable future although we are working to increase our footprint with commercial customers through our relationships with systems integrators and strategic partners.
We have numerous government contracts and contract vehicles. Our contracts with the federal government, and many contracts with other entities, permit the government customer to modify, curtail or terminate the contract at any time for the convenience of the government, or for default by the contractor. If a contract is terminated for convenience, we are generally reimbursed for our allowable costs through the date of termination and are paid a proportionate amount of the stipulated profit or fee attributable to the work actually performed.
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Contract vehicles include Government Wide Acquisition Contracts (“GWACs”), and Blanket Purchase Agreements (“BPAs”) based upon GSA Schedule 70, and customer specific contracts. We also hold a number of Indefinite Delivery/Indefinite Quantity (“ID/IQ”) contracts, including, but not limited to:
| · | Department of Homeland Security for Cellular Wireless Managed Services (CWMS) 2.0 ID/IQ Contract (DHS CWMS 2.0 IDIQ), which contract is subject to renewal in a competitive process. |
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| · | Navy Spiral 4 Contract, a 10 year multi-award contract with a contract value of $2.67 billion. A contract designed to enhance procurement of wireless communications services and devices for U.S. military and associated civilian personnel. |
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| · | We are an approved subcontractor for the following ID/IQ contracts: |
| o | GSA Alliant 2 |
| o | GSA Enterprise Infrastructure Solutions (EIS) |
| o | GSA Connections II |
| o | National Institutes of Health Chief Information Officer Solutions and Partners (CIO-SP3) |
| o | NASA Solutions for Enterprise-Wide Procurement (SEWP) |
| o | Department of Justice (DOJ) Enterprise Standard Architecture V (ESA V) |
We will continue to build on our partnerships with key systems integrators and strategic partners to compete for public and private sector opportunities.
Product Development and Technology Solution Enhancements
We believe that our existing technology platforms are adequate and meet our operational obligations to our customers. We may fund certain product development initiatives to enhance or customize existing client facing platforms and software solutions. These initiatives are aimed at improving the efficiency and effectiveness of our software solutions and meeting our customer’s changing organizational requirements, as necessary. We determine which enhancements to further develop after assessing the capabilities sought by existing and potential customers, considering technological advances, feedback on enhancements from our current customer user groups and other factors. Our current development activities are focused on the integration of our heterogeneous services delivery platforms, and improving the security posture and delivery of our information technology services.
We utilize a standard architecture to ensure enhancements are subject to appropriate oversight and scrutiny and follow a consistent and efficient process. Our development team is comprised of professionals with hands-on technical and practical customer-side development experience. We believe this allows us to design and deploy enhancements that can resolve real-world problems in a timely manner.
In the fourth quarter of 2024 we secured the rights to a new warehousing and configuration facility. By expanding our footprint, we are preparing to scale operations for our Device-as-a-Service offerings. This facility will contain space for our current Mobility Management Depot services, accessory management, IT Configuration, as well as our R2v3 Recycling Center.
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At December 31, 2025, we believe we have substantially completed our capital investments related to our delivery platforms for the foreseeable future; however, future updates and enhancements will be likely to address the changes in technology.
Security Certification and Accreditation
Our TMaaS solution framework has received multiple security certifications and accreditations from the federal government. As a result we have multiple authorizations to operate (ATOs) from the Department of Homeland Security, the General Services Administration, the Department of Defense, and the Department of Commerce including the FedRAMP® Authorized status for our proprietary Intelligent Technology Management System (ITMS™). The ATOs attest to the fact that we meet all of the cybersecurity requirements for processing sensitive data as ascribed by the Federal Information Management Act at the Moderate and High levels. These ATOs are difficult, time consuming, and costly to attain. Our security certification and accreditation represent a significant reduction of security risk for our customers both in public and private sectors.
Data Centers
We host our proprietary solutions and operate all servers, systems and networks in multiple data centers located in North America and Europe, which we may consolidate in the future. We also host our proprietary solutions in the cloud and have plans to migrate more customers to the cloud in the future. Our agreements with our customers contain guarantees regarding specified levels of system availability, and we regularly provide our customers with performance reports against those standards. We utilize monitoring technology software tools that continuously check our servers and key underlying components at regular intervals for issues with system availability and performance, server and application security and penetration vulnerabilities, and other factors that may impact the availability of our systems to our customers. Each data center provides security measures, redundant environmental controls, fire suppression systems and redundant electrical generators to meet our service level agreements. To facilitate data loss recovery, we operate a multi-tiered system configuration with load-balanced web server tools, replicated database servers and fault-tolerant storage devices. The architecture is designed to ensure near real-time data recovery in the event of a malfunction of a primary server. Based on customer requirements, we can also provide near real-time asynchronous data replication between operational and disaster recovery backup sites.
Intellectual Property
Our intellectual property rights are important to our business. We protect our intellectual property rights in a number of ways including entering into confidentiality and other written agreements with our employees, customers, consultants and partners in an attempt to control access to and distribution of our software, documentation and other proprietary technology and other information. Despite our efforts to protect our proprietary rights, third parties may, in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop software or services with the same functionality as our software and services.
Market Competition
Our TMaaS market is centered on mobile management, identity management, ITaaS and digital billing and analytics.
Target Markets. Our target market is highly fragmented and we compete with small and large companies that offer different components of TMaaS. We believe that we are presently the only provider of all four of these critical services offerings. We believe that our TMaaS solution offering gives us a strong competitive advantage over our competitors due to our distinctive technical competencies, long-standing client relationships, successful past contract performance with large commercial and government organizations, governmental certifications and authorizations to operate (ATOs) within this space, price and value of services delivered, reputation for quality, and key management personnel with subject matter expertise.
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Market Pricing. Pricing for services in our market often lack transparency due to the way in which our competitors price their services. Our competitors take advantage of this lack of pricing transparency and prospective customer’s lack of understanding and awareness of market pricing for services. Our competitors often take advantage of a prospective customer and will often heavily discount their prices to unprofitable levels thereby creating a commodity pricing environment that affects the value of the solution perceived by prospective customers, severely limits profitability for other service providers that provide better solutions, discourages further innovation and harms the customer in the end. The costs to switch solutions can be high for a prospective customer even if they know their current solution is not working.
Our prices for services are transparent and we attempt to match our customers need with the right level of services for a single inclusive fee whenever practical. We practice transparent pricing strategies that allow our customers to purchase our entire full-service solution or select only the services they require to meet their needs. We do not use introductory teaser rates to attract new customers or conduct bait and switch pricing tactics with our customers as is often practiced by our competitors. Pricing for our TMaaS offering will vary depending on our prospective customer’s technology infrastructure, scale of their operations, workflow requirements and many other factors that can affect pricing.
We do not view our services as a commodity, and comparability of our TMaaS offering against other competitors’ service offerings is not practical due to differences in pricing models described above and overall capabilities among competitors. As a result of these pricing differences between us and our competitors it can be difficult to compare to pricing models in our market.
All prospective customers tend to initially have price sensitivity and that often changes after we are able to demonstrate that our solutions are superior, more secure, and will save them time and money. We believe our TMaaS solution pricing is competitive and reflects the value of the solutions provided to our customers. Our goal is providing the best solution for our customers that meets their needs.
Competition. Our TMaaS solution crosses into several different market segments and as a result we do not have competitors that compete in all of the market segments in which we conduct business. Some of our principal competitors include: Calero Software Solutions LLC, Tangoe, Inc., Brightfin, DMI, A&T Systems, and Turning Point Global Services, LLC; Identity Management – Entrust Corp., IdenTrust and XTec Inc.; Digital Billing & Analytics – Amdocs Britebill and Globys Inc.; ITaaS - BMC Software, HPE, StratCore; Next Level Technologies, and many others.
Our larger competitors often have more size and financial resources than us and they may be able to provide a wider array of technology solutions outside of our core capabilities. Due to our significant federal government contract concentrations, we also experience competition from a variety of both large and small companies, including divisions of large federal government integrators such as Leidos, Peraton, SAIC, Booz Allen Hamilton, CACI International, and other large and mid-sized federal contractors, as well as a limited number of small to mid-sized subject matter expert organizations offering specialized capabilities within the identity management space.
If we are unable to keep pace with the intense competition in our marketplace, deliver cost-effective and relevant solutions to our target market, our business, financial condition and results of operations will suffer.
Contracting
We prefer to serve as the prime contractor when we win contract awards; however, we will often serve as a subcontractor and partner with a large systems integrator to win a larger market opportunity. We also may enter into strategic teaming agreements with another competitor or a vertical supplier to capture a market opportunity. Prospective customers in our target market use a wide array of contract vehicles to purchase technology services ranging from individual purchase orders, awards or consolidated service contracts (including blanket purchase agreements and similar indefinite delivery indefinite quantity contracts) that cover a range of technology services, of which we may or may not be able to provide all of the services to serve as the prime contractor.
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Seasonality
Our business is not seasonal. However, our revenues and operating results may vary significantly from quarter to quarter, due to revenues earned on contracts, the number of billable days in a quarter, the timing of the carrier services revenues and other direct costs, the commencement and completion of contracts during any particular quarter; as well as the schedule of the government agencies for awarding contracts, the term of each contract that we have been awarded and general economic conditions. Because a significant portion of our expenses, such as personnel and facilities costs, are fixed in the short term, 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. Additionally, because we derive a large percentage of our revenue from the U.S. Federal Government, their budgeting process also affects the purchasing patterns of our customers that will significantly impact the quarter to quarter financial performance
Regulation
Our most significant source of regulation relates to compliance with laws and regulations relating to the formation, administration and performance of U.S. Government contracts. These laws and regulations, among other things:
| · | may in certain circumstances require certification and disclosure of all cost or pricing data in connection with certain types of contract negotiations for which our associated systems are not certified to do so. This limits the type of contracts we can bid on; |
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| · | impose specific and unique cost accounting practices that may differ from U.S. generally accepted accounting principles (GAAP) and would be costly and time consuming to implement; |
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| · | impose acquisition regulations, which may change or be replaced over time, that define which costs can be charged to the U.S. Government, how and when costs can be charged, and otherwise govern our right to reimbursement under certain U.S. Government contracts; |
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| · | require specific security controls to protect U.S. Government controlled unclassified information and that our suppliers that have access to this type of information comply with cyber security regulations; |
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| · | restrict the use and dissemination of information classified for national security purposes and the export of certain products, services and technical data; |
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| · | prohibit the acquisition from or use by contractors of materials, products or services procured from certain countries or entities located outside the United States (e.g., the prohibition on the acquisition of sensitive materials from non-allied foreign nations and prohibition on the acquisition and use of certain telecommunications and video surveillance services or equipment); and |
To the extent we may be required to deploy or enhance systems, processes, and controls in any of the above areas in order to be able to bid on new and more complex contracts, we may incur additional costs to achieve compliance and could incur significant penalties for non-compliance.
The U.S. Government may audit us or terminate any of our government contracts and subcontracts either at their convenience or for default based on our performance. If a contract is terminated for convenience, we generally are protected by provisions covering reimbursement for costs incurred on the contract and profit on those costs. If a contract is terminated for default, we generally are entitled to payment for our work that has been accepted by the U.S. Government; however, the U.S. Government could make claims to reduce our recovery or recoup its procurement costs and could assess other special penalties.
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Human Capital
As of December 31, 2025, we employed 243 full time employees (215 in United States and 28 in Europe), and 4 part-time staff.
We consider our human capital to be one of the most important strategic assets or our company. As such, we seek to foster and maintain a safe, professional, and harassment free work environment. Each employee is required to conduct himself or herself as required by WidePoint’s business code of conduct and ethics policy contained in the WidePoint Employee Handbook. Our core values are:
People. Attract, develop, and retain the best and the brightest talent for our business and strongly encourage intellectual curiosity to learn new ways to efficiently and effectively deliver our services. Value diversity of our people, foster an open and inclusive environment and treat each person in a manner that reflects our values.
Service. Deliver long-term customer satisfaction in all our TMaaS service offerings in a manner that enables WidePoint to meet or exceed established financial targets that will ultimately deliver greater shareholder value.
Integrity. Act with the highest integrity and ethics and inspire trust from our customers, employees, vendors, and other stakeholders by matching our behaviors to our words and taking responsibility for our actions.
We expect every WidePoint employee to adhere to these core values when dealing with colleagues, customers, suppliers, and any other potential stakeholder of WidePoint.
WidePoint provides a compensation package that we believe is competitive within our industry such that we will attract, retain, motivate and reward superior employees who must operate in a highly competitive and technologically challenging environment. We seek to link annual changes in compensation to overall Company performance, as well as each individual’s contribution to the results achieved. The emphasis on overall Company performance is intended to align the employee’s financial interests with the interests of shareholders. Our compensation package also include a broad range of benefits such as healthcare insurance, career training and education tuition reimbursement, 401K retirement plan, annual paid time off, and many others.
We believe the combination of competitive compensation package and career growth and development opportunities have helped increase employee tenure and reduce voluntary turnover. As of December 31, 2025, the average tenure of our employees was approximately eight (8) years with 30% of our employees having been employed by us for more than ten (10) years.
Corporate Information
We were incorporated on May 30, 1997 under the laws of the State of Delaware. Our principal executive offices are located at 11250 Waples Mill Rd., South Tower, Suite 210, Fairfax, Virginia 22030. Our internet address is www.widepoint.com. Information on our website is not incorporated into this Form 10-K. We make available free of charge through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the United States Securities and Exchange Commission (the “SEC”). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
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ITEM 1A. RISK FACTORS
You should carefully consider the risk factors set forth below and in other reports that we file from time to time with the Securities and Exchange Commission and the other information in this Annual Report on Form 10-K. The matters discussed in the risk factors, and additional risks and uncertainties not currently known to us or that we currently deem immaterial, could have a material adverse effect on our business, financial condition, results of operation and future growth prospects and could cause the trading price of our common stock to decline.
RISKS RELATED TO OUR BUSINESS
We may be unable to renew the DHS CWMS 2.0 IDIQ.
During 2025 and 2024 approximately 77% and 79%, respectively, of our revenues were from the Department of Homeland Security for Cellular Wireless Managed Services (CWMS) 2.0 ID/IQ Contract (DHS CWMS 2.0 IDIQ). Our DHS CWMS 2.0 IDIQ contract is currently subject to re-competition, in a competitive process, and we are awaiting the government’s award decision; there can be no assurance that we will be awarded the successor contract, or that the terms, scope, or timing of any extension, bridge arrangement, or successor award will not materially differ from the current contract. This contract represents a significant portion of our revenue. We estimate that the loss of the DHS CWMS 2.0 IDIQ, without any offsetting aggregate contract wins, would have a significant adverse impact on our operating cash flow and financial results; and we would likely be faced with a decision to initiate cost reduction actions that would largely include reductions in force for personnel and assets affected by the contract loss. Further, the availability of our line of credit is dependent on having sufficient billed accounts receivable as collateral.
If we are unable to rewin the DHS CWMS 2.0 IDIQ contract on substantially similar terms or at all, our financial condition and results of operations will be materially adversely impacted.
Our market is highly competitive and we may not be able to compete effectively or gain market acceptance of our products and service.
We operate in a market that is highly fragmented, price sensitive and subject to fierce competition. Additionally, rapid changes in technology may affect our ability to respond timely with new and innovative product offerings to address new market needs. We have a significant presence in the U.S federal marketplace and we expect the intensity of competition for government contracts, as well as commercial contracts to continue to increase in the future as existing competitors develop additional capabilities that better align with our core competencies and those of our target customer segment.
While we believe our customer service history, strong customer retention and integrated technology solution sets are among our key differentiators, our competitors may offer introductory pricing and significantly discount their services to gain market share and/or in exchange for revenues with higher margin services in other areas or at later dates. Increased competition could result in additional pricing pressure, reduced sales, shorter term lengths for customer contracts, lower margins or the failure of our solution to achieve or maintain broad market acceptance. In addition, many of our competitors have greater financial resources than we have. If we are unable to compete effectively, it will be difficult for us to maintain our pricing rates and add and retain customers, have adequate financial resources to pay for and retain key personnel, and our business, financial condition and results of operations will be harmed.
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We may not be able to respond to rapid technological changes with new software products and services, which could harm our sales and profitability.
Our portfolio of products, services, and solutions could become obsolete due to rapid technological changes such as the advancement and application of artificial intelligence and frequent new product and service introductions by our competitors in the mobile world. Additionally, frequent changes in mobile computing hardware and software technology, and resulting inconsistencies between the billing platforms utilized by major communications carriers and the changing demands of customers regarding the means of delivery of communications management solutions could affect our ability to efficiently deliver our services and harm our profit margins.
To achieve and maintain market acceptance for our solution, we must effectively anticipate these changes and offer software products and services that respond to them in a timely manner. Customers may require customized transactional and reporting capabilities that our current solution does not have and/or may be cost prohibitive to develop to meet the customer’s requirements and ensure our contract is profitable. In addition, the development of new products and services comes with a high degree of uncertainty with regard to return on investment and involves significant time and financial resources to action, as there is no guarantee that the funds and time spent on developing such products will ever generate a return. If we fail to develop software products and services that satisfy customer preferences in a timely and cost-effective manner, our ability to renew our agreements with existing customers and our ability to create or increase demand for our solution will be harmed.
Inflationary or other pressures on costs, such as inputs for devices, labor, tariffs, and distribution costs may impact our financial condition or results of operations.
We sell equipment manufactured by various suppliers and depend on suppliers to provide us, directly or through other suppliers, with items such as network equipment, customer premises equipment, and wireless-related equipment and other connected devices. In the past few years, the costs of these inputs and the costs of labor necessary to develop and maintain our networks and our products and services rapidly increased. In addition, many of these inputs are subject to price fluctuations and supply issues from a number of factors, including, but not limited to, market conditions, demand for raw materials used in the production of these devices and network components, weather, climate change, energy costs, currency fluctuations, supplier capacities, governmental actions, wars or other low-intensity conflicts, acts of terror, import and export requirements, and other factors beyond our control. Although we are unable to predict the impact on our ability to source materials in the future, these supply and inflationary pressures are likely to continue for the foreseeable future. In addition, we face additional cost pressure via tariffs imposed on the items we import.
Our attempts to offset these cost pressures, such as through increases in the selling prices of some of our products and services, may not be successful and in certain events we may be required to honor contractual prices that are no longer profitable to us. Higher product prices may result in reductions in sales volume. Consumers may be less willing to pay a price differential for our products and may increasingly purchase lower-priced offerings, or may forego some purchases altogether, during an economic downturn. To the extent that price increases are not sufficient to offset these increased costs adequately or in a timely manner, and/or if they result in significant decreases in sales volume, our business, financial condition or operating results may be adversely affected. Furthermore, we may not be able to offset any cost increases through productivity and cost-saving initiatives.
We may be unable to achieve profitability.
We have a history of operating losses. A significant contributing factor driving such prior net operating losses were investments in product development projects, sales and marketing that did not produce the expected return on investment; and as a result placed a significant cumulative strain on our networking capital and overall financial position. There is no guarantee that we will be able to meet our financial goals of growing top line revenue and positive net income without closing significant new business and incremental contract expansions and maintain control over operating costs. An inability to successfully grow our sales pipeline and close on new business that is profitable, adequately control costs, could affect our long-term viability, profitability and ultimately limit the financial resources we have available to grow our business and achieve our desired financial results. Further, our lack of profitability and limits on access to capital may cause us to be disqualified from winning new contracts or recompeted contracts, or require us to team, and thus share in revenues, with another larger prime contractor to be successful in winning.
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Our sales cycles can be long, unpredictable and require considerable time and expense, which may cause our operating results to fluctuate.
Our sales cycle, which is the time between initial contact with a potential customer and the ultimate sale, is often lengthy and unpredictable. Some of our potential customers may already have partial managed mobility solutions in place under fixed-term contracts, which may limit their ability to commit to purchase our solution in a timely fashion. In addition, our potential customers typically undertake a significant evaluation process that can last up to a year or more, and which requires us to expend substantial time, effort and money educating them about the capabilities of our offerings and the potential cost savings they can bring to an organization. Furthermore, the purchase of our solution typically also requires coordination and agreement across many departments within a potential customer’s organization, which further contributes to our lengthy sales cycle. As a result, we have limited ability to forecast the timing and size of specific sales. Any delay in completing, or failure to complete, sales in a particular quarter or year could harm our business and could cause our operating results to vary significantly.
Our financial resources are limited and the failure of one or more new product or service offerings could materially harm our financial results.
Product research and development can be time consuming and costly, without any guarantee of a return on our investment. The failure of one of our products or services to gain market acceptance could cause us financial harm due to the costs involved in developing or acquiring new products and services and , thereafter, marketing such new products and services. Any failure to gain market acceptances of our products and services could have a material adverse impact on our financial results. In addition, many of our competitors have greater resources than us and if we cannot keep pace with the intense competition in our marketplace, our business, financial condition and results of operations will suffer.
We have significant fixed operating costs, which may be difficult to adjust in response to unanticipated fluctuations in revenues.
A high percentage of our operating cash outlays, particularly personnel, rent and communications costs, are fixed in advance of any particular quarter. As a result, an unanticipated or prolonged decrease in the number or average size of, or an unanticipated delay in the scheduling for our projects may cause significant variations in operating results in any particular quarter and could have a material adverse effect on operations and cash flow for that quarter. An unanticipated termination, decrease or delay in the implementation of a significant anticipated customer contract could require us to maintain underutilized employees and that could have a material adverse effect on our cash flow, financial condition and results of operations. Other factors that may negatively affect our earnings and free cashflow from quarter to quarter include changes in:
| · | the contractual terms and timing of completion of projects, including achievement of certain business results; |
| · | acceptance of our products to commercial or government customers; |
| · | budgets for government customers; |
| · | the implementation of new projects; |
| · | the adequacy of estimates of provisions for losses and credit losses; |
| · | the accuracy of our estimates of resources required to complete ongoing projects; |
| · | personnel, including the loss of key highly skilled personnel necessary to complete projects; |
| · | labor shortages; |
| · | supply chain issues; |
| · | inflationary pressures; |
| · | natural disasters, cyberattacks, war and/or terrorist attacks; |
| · | partial or complete government shutdowns; |
| · | global pandemics; and |
| · | general economic conditions and international hostilities including war. |
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These factors could adversely affect customer demand, the Company’s operations, and its ability to source and deliver services to its customers, which could have a material adverse effect on the Company’s financial results.
We currently have access to a credit facility, which provides for short term cashflow needs and requires us to maintain financial covenants and failure to achieve and maintain such covenants could limit our access to needed funds.
We have access to a credit facility consisting of a variable line of credit used primarily to meet short-term working capital requirements. The availability of borrowings under this facility is subject to certain conditions, including compliance with financial covenants measured annually as of December 31 and a borrowing base calculation based on eligible billed accounts receivable pledged as collateral. Although we have adequate collateral and were in compliance with our covenants as of December 31, 2025, we may not be able to maintain compliance or sufficient eligible collateral in future periods. If we fail to satisfy these requirements, our lender could restrict or terminate our ability to borrow under the facility, accelerate repayment of outstanding amounts, impose unfavorable renewal terms, or decline to renew the agreement. Any such actions could materially and adversely affect our liquidity. If sufficient borrowing capacity is not available, we may need to obtain additional financing, which may not be available on favorable terms or at all.
Federal agencies and certain large customers can unexpectedly terminate their contracts with us at any time without penalty.
All of our government contracts, including but not limited to the DHS IDIQ, contain a standard clause which allows the government to cancel our contract for convenience without penalty. In addition, our contracts with the federal government permit the governmental agency to modify, curtail or terminate the contract at any time for the convenience of the government.
Some of our commercial contracts with large enterprises also contain contract clauses that include the ability to cancel a contract for convenience by the customer for convenience with limited advance notice and without significant penalty. Termination, delay or modification of a contract by any large government or commercial customer could result in a loss of expected revenues and additional expenses for staff that were allocated to that customer’s project. We could be required to maintain underutilized employees who were assigned to the terminated contract or we could ultimately lose the subject matter expertise for that contract and be required to retain more expensive staffing resources to perform the contract when it resumes. The unexpected cancellation or significant reduction in the scope of any of our large projects could have an immediate material adverse effect on our business, financial condition and results of operations.
Our contracting environment is becoming increasingly complex and subject to heightened regulatory requirements and enforcement, which increases our operational and compliance risk.
We operate in a regulatory and contractual environment that continues to evolve and become more complex. Many of our contracts, particularly those with government and regulated commercial customers, are subject to extensive statutory, regulatory, and contractual requirements. These requirements may relate to procurement rules, cybersecurity standards, data protection, labor compliance, cost accounting, reporting obligations, supply chain integrity, and other compliance mandates. Non-compliance with applicable laws, regulations, or contractual provisions can result in substantial penalties, including fines, contract termination, suspension or debarment, repayment obligations, reputational damage, or exclusion from future bidding opportunities.
In addition, we are increasingly pursuing contracts with broader scope, greater technical complexity, and more sophisticated performance and compliance obligations. These contracts often contain detailed pricing structures, performance metrics, indemnification provisions, audit rights, flow-down requirements, and other risk-shifting mechanisms that may expose us to financial or operational risk if not properly negotiated or managed.
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Our ability to effectively mitigate these risks depends in part on maintaining adequate internal resources, including personnel with appropriate legal, regulatory, contracting, pricing, and compliance expertise. If we fail to devote sufficient resources to contract review and negotiation, or if we are unable to attract and retain qualified personnel capable of managing increasingly complex contractual and regulatory obligations, we may enter into agreements on unfavorable terms, underestimate compliance costs, or fail to maintain effective internal controls. Any such failure could result in increased costs, disputes, penalties, diminished profitability, or other material adverse effects on our business, financial condition, and results of operations.
As regulatory scrutiny increases and contractual complexity grows, the consequences of errors in contract negotiation, compliance oversight, or performance management may become more significant
Our inability to accurately price and sell our product offerings at an acceptable profit margin that customers are willing to pay will have a negative impact on our business that could extend for a number of years.
Most of our contracts with customers have terms of three to five years, often with optional renewal periods. Our government contracts generally consist of a base period with multiple option periods, while our commercial contracts typically have initial terms of three or more years with automatic annual renewals in many cases. Substantially all of these contracts are structured on a firm fixed-price basis per performance obligation.
The long-term and fixed-price nature of these contracts increases the importance of accurately defining the scope of work, appropriately pricing our services, and effectively managing performance obligations over the contract term. Our ability to do so depends in part on maintaining adequate personnel resources, including employees with sufficient experience and expertise in contract scoping, pricing, operational planning, and contract administration. If we do not maintain adequate staffing levels or do not have personnel with the appropriate level of experience to assess contractual terms, evaluate pricing assumptions, and manage performance risks, we may misprice contracts, underestimate costs, or fail to anticipate operational complexities.
In addition, because many of our contracts are firm fixed-price, we bear the risk of cost increases, including those resulting from inflation, labor shortages, supply chain disruptions, tariffs, or other economic conditions, and we may be unable to pass such increases on to customers. Any failure to accurately scope, price, or manage our contracts, or to complete our performance obligations in accordance with contractual requirements, could negatively affect our profitability over multiple years and could have a material adverse effect on our business, financial condition, and results of operations.
If we fail to effectively manage and develop our strategic relationships with key systems integrators, or if those third parties choose not to market and sell our TMaaS offering, our operating results would suffer.
The successful implementation of our strategic goals is dependent in part on strategic relationships with key systems integrators and other strategic partners. While our relationships with key systems integrators and other strategic partners is relatively a new strategy, we believe that our business relationship is strong and continuing to grow and we believe that our key systems integrators and other strategic partners will continue to support the inclusion of our TMaaS offering as part of their overall technology solution offering.
Some of our strategic relationships are relatively new and, therefore, it is uncertain whether these third parties will be able to market and sell our solution successfully or provide the volume and quality of customers that we believe may exist. If we are unable to manage and develop our strategic relationships, the growth of our customer base may be harmed and we may have to devote substantially more resources to the distribution, sales and marketing of our solution, which would increase our costs and decrease our earnings.
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The loss of key personnel or an inability to attract and retain additional personnel may impair our ability to grow our business.
We are highly dependent upon the continued service and performance of our key executives, operational managers and subject matter experts to run our core operations. The replacement of these individuals likely would involve expenditure of significant time and financial resources, and their loss might significantly delay or prevent the achievement of our business objectives. We do not maintain key person life insurance with respect to any of our key executives and subject matter experts.
We plan to continue to replenish our ranks with the best available talent to optimize our workforce to do more with less resources. We face intense competition for qualified individuals from numerous consulting, technology, software and communications companies. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of qualified personnel to support our growth. New hires may require significant training and may take significant time before they achieve full productivity. If our recruiting, training and retention efforts are not successful or do not generate a corresponding increase in revenue, our business will be harmed.
In addition, if our key employees resign from us or our subsidiaries to join a competitor or to form a competing company, the loss of such personnel and any resulting loss of existing or potential customers to any such competitor could have a material adverse effect on our business, financial condition and results of operations. Although we require certain of our employees to sign agreements prohibiting them from joining a competitor, forming a competing company or soliciting our customers or employees for certain periods of time, we cannot be certain that these agreements will be effective in preventing our key employees from engaging in these actions or that courts or other adjudicative entities will substantially enforce these agreements.
We provide minimum service-level commitments to many of our customers, and our inability to meet those commitments could result in significant loss of customers, harm to our reputation and costs to us.
Many of our customer agreements currently, or may in the future, require that we meet minimum service level commitments regarding items such as platform availability, invoice processing speed and order processing speed. If we are unable to meet the stated service level commitments under these agreements, many of our customers will have the right to terminate their agreements with us and we may be contractually obligated to provide our customers with credits or pay other penalties. If our software products are unavailable for significant periods of time, we may lose a substantial number of our customers as a result of these contractual rights, we may suffer harm to our reputation, and we may be required to provide our customers with significant credits or pay our customers significant contractual penalties, any of which could harm our business, financial condition, results of operations.
Our long-term success in our industry depends, in part, on our ability to expand the sales of our solutions to customers located outside of the United States, and thus our business is susceptible to risks associated with international sales and operations.
We may expand the international sales and operations of our portfolio of solutions. This international expansion will subject us to new risks that we have not faced in the United States. These risks include:
| · | geographic localization of our software products, including translation into foreign languages and adaptation for local practices and regulatory requirements; |
| · | lack of familiarity with and unexpected changes in foreign regulatory requirements; |
| · | longer accounts receivable payment cycles and difficulties in collecting accounts receivable; |
| · | difficulties in managing, staffing and overseeing international implementations and operations, including increased reliance on foreign subcontractors; |
| · | challenges in integrating our software with multiple country-specific billing or communications support systems for international customers; |
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| · | challenges in providing procurement, help desk and fulfillment capabilities for our international customers; |
| · | fluctuations in currency exchange rates; |
| · | increased tax compliance costs and potentially adverse tax consequences, including the complexities of transfer pricing, foreign value added or other tax systems and restrictions on the repatriation of earnings; |
| · | the burdens of complying with a wide variety of foreign laws and legal standards including US laws related to foreign operations; |
| · | increased financial accounting and reporting burdens and complexities; |
| · | potentially slower adoption rates of communications management solutions services internationally; |
| · | political, social and economic instability abroad, terrorist attacks and security concerns in general; and |
| · | reduced or varied protection for intellectual property rights in some countries. |
Operating in international markets also requires significant management attention and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability.
We may be unable to successfully acquire complementary businesses, services or technologies to support our growth strategy.
We have in the past and may in the future acquire or invest in complementary and supplementary businesses, services or technologies. Demand for businesses with credible business relationships and capabilities to provide services to large commercial enterprises and/or governmental agencies at the federal, state and local level is very competitive. To the extent that the price of such acquisitions may rise beyond reasonable levels where funding for such acquisitions is no longer available, we may not be able to acquire strategic assets. Further, these acquisitions, investments or new business relationships may result in unforeseen difficulties and expenditures. We may encounter difficulties assimilating or integrating the businesses, technologies, products, services, personnel or operations of companies we have acquired or companies that we may in the future acquire. These difficulties may arise if the key personnel of the acquired company choose not to work for us, the company’s technology or services do not easily integrate with ours or we have difficulty retaining the acquired company’s customers due to changes in its management or for other reasons. These acquisitions may also disrupt our business, divert our resources and require significant management attention that would otherwise be available for development of our business. Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized or we may be exposed to unknown liabilities. In addition, any future acquisition may require us to:
| · | issue additional equity securities that would dilute our stockholders; |
| · | use cash that we may need in the future to operate our business; |
| · | incur debt on terms unfavorable to us or that we are unable to repay; |
| · | incur large charges or substantial liabilities; or |
| · | become subject to adverse tax consequences, substantial amortization or compensation charges. |
If any of these risks materialize, our business and operating results would be harmed.
The emergence of one or more widely used, standardized communications devices or billing or operational support systems could limit the value and operability of our TMaaS solution and our ability to compete with the manufacturers of such devices or the competitors using such systems in providing similar services.
Our TMaaS solution derives its value in significant part from our communications management software’s ability to interface with and support the interoperation of diverse communications devices, billing systems and operational support systems. The emergence of a single or a small number of widely used communications devices, billing systems or operational support systems using consolidated, consistent sets of standardized interfaces for the interaction between communications service providers and their enterprise customers could significantly reduce the value of our solution to our customers and potential customers. Furthermore, any such communications device, billing system or operational support system could make use of proprietary software or technology standards that our software might not be able to support. In addition, the manufacturer of such device, or the carrier using such billing system or operational support system, might actively seek to limit the interoperability of such device, billing system or operational support system with our software products for competitive or other reasons. This could be accelerated through the use of artificial intelligence. The resulting lack of compatibility of our software products would put us at a significant competitive disadvantage, or entirely prevent us from competing, in that segment of the potential market if such manufacturer or carrier, or its authorized licensees, were to develop one or more communications management solutions competitive with our solution.
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A continued proliferation and diversification of communications technologies or devices could increase the costs of providing our software products or limit our ability to provide our TMaaS offering to potential customers.
Our ability to provide our TMaaS offering is dependent on the technological compatibility of our products with the communications infrastructures and devices of our customers and their communications service providers. The development and introduction of new communications technologies and devices requires us to expend significant personnel and financial resources to develop and maintain interoperability of our software products with these technologies and devices. Continued proliferation of communications products and services could significantly increase our research and development costs and increase the lag time between the initial release of new technologies and products and our ability to provide support for them in our software products, which would limit the potential market of customers that we have the ability to serve and the financial feasibility of our TMaaS offering.
If a communications carrier prohibits customer disclosure of communications billing and usage data to us, the value of our solution to customers of that carrier would be impaired, which may limit our ability to compete for their business.
Certain of our information technology-based solutions software functionality and services that we offer depend on our ability to access a customer’s communications billing and usage data. For example, our ability to offer outsourced or automated communications bill auditing, billing dispute resolution, bill payment, cost allocation and expense optimization depends on our ability to access this data. If a communications carrier were to prohibit its customers from disclosing this information to us, those enterprises would only be able to use these billing-related aspects of our solution on a self-serve basis, which would impair some of the value of our solution to those enterprises. This in turn could limit our ability to compete with the internally developed communications management solutions of those enterprises, require us to incur additional expenses to license access to that billing and usage data from the communications carrier, if such a license is made available to us at all, or put us at a competitive disadvantage against any third-party communications management solutions service provider that licenses access to that data.
RISKS RELATED TO BUSINESS WITH GOVERNMENT AGENCIES
A government shutdown, agency specific shut downs, or changes in the spending policies or budget priorities of the federal government could cause us to lose revenues.
We currently derive a majority of our annual revenues from contracts funded by federal government agencies. We believe that contracts with federal government agencies will continue to be a significant source of our revenues for the foreseeable future. Accordingly, shutdowns or changes in federal government fiscal or spending policies or changes in U.S. federal budget could directly affect our financial performance. The newly formed Department of Government Efficiency (DOGE) could have a negative impact on our revenues from the federal government. Among the factors that could harm our business are:
| · | curtailment of the federal government’s use of technology services firms; |
| · | a significant decline in spending by the federal government, in general, or by specific agencies such as the Department of Homeland Security; |
| · | reductions in federal government programs or requirements, including government agency shutdowns and/or reductions in connection with sequestration; |
| · | any failure to raise the debt ceiling; |
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| · | government inability to approve a budget and operate under a “Continuing Resolution”; |
| · | a shift in spending to federal programs and agencies that we do not support or where we currently do not have contracts; |
| · | delays in the payment of our invoices by government payment offices; |
| · | federal governmental shutdowns, and other potential delays in the government appropriations process; |
| · | redirection of federal government funds to address priorities or unforeseen emergent events such as a pandemics, wars, etc., and |
| · | general economic and political conditions, including any event, such as the coronavirus, that results in a change in spending priorities of the federal government. |
These or other factors could cause federal government agencies and departments to delay payments owed for our services, to reduce their purchases under contracts, to exercise their right to terminate contracts, or not to exercise options to renew contracts, any of which could cause us to lose revenues. In addition, any limitations imposed on spending by U.S. government agencies that result from efforts to reduce the federal deficit, including as a result of sequestration or otherwise, may limit both the continued funding of our existing contracts and our ability to obtain additional contracts.
Federal government efficiency initiatives and restructuring efforts could adversely affect our government revenues.
From time to time, the federal government undertakes initiatives intended to improve efficiency, reduce costs, streamline procurement, or restructure agencies and programs. These efforts, whether implemented through specific agencies, task forces, or broader policy directives, may result in reductions in government spending, changes in procurement priorities, workforce reductions, agency consolidations, or the elimination or modification of programs.
As a government contractor, our business operations, contract awards, and revenue streams may be adversely affected by such initiatives, including through reduced demand for our services, delays or cancellations of contracts, changes in customer requirements, or the loss of key government personnel with whom we maintain working relationships. Although our solutions are designed to help government customers operate more efficiently and reduce costs, there can be no assurance that these initiatives will not result in decreased funding, contract terminations, or other actions that could materially and adversely impact our financial condition, results of operations, or growth prospects.
We may incur substantial costs in connection with contracts awarded through a competitive procurement process, which could negatively impact our operating results.
Most if not all federal, state and local governments, as well as commercial contracts are awarded through a competitive procurement process that could be a year or more from the initial solicitation to final contract award. We expect that much of the business we seek in the foreseeable future will be awarded through competitive procedures and similar lengthy sales cycle. Competitive procurements can incur substantial upfront costs and present a number of potential risks, including:
| · | the substantial cost and managerial time and effort that we spend to prepare bids and proposals for contracts that may not be awarded to us; |
| · | requirements to register to conduct business in another state or country could increase our compliance costs; |
| · | requirements to post a bid guarantee or similar performance guarantee as part of a bid submission; and |
| · | the expense and delay that we may face if our competitors protest or challenge contract awards made to us pursuant to competitive procedures, and the risk that any such protest or challenge could result in the resubmission of offers, or in termination, reduction, or modification of the awarded contract. |
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The costs we incur in the competitive procurement process may be substantial and, to the extent we participate in competitive procurements and are unable to win particular contracts, these costs could negatively affect our operating results. For example, our DHS contract was up for renewal in November 2025 and our proposal is currently under evaluation. There can be no guarantees we rewin the contract, or may be required to make significant concessions in order to rewin it. DHS has issued a modification that extends the current CWMS 2.0 IDIQ contract through April 24, 2026 and provides for one more additional 1-month extension, which if exercised, would provide for performance through May 24, 2026. Task orders issued while CWMS 2.0 is under extension can be executed upon up to 1 year after award. In addition, the General Services Administration multiple award schedule contracts, government-wide acquisitions contracts, blanket purchase agreements, and other indefinite delivery/indefinite quantity contracts do not guarantee more than a minimal amount of work for us, but instead provide us access to work generally through further competitive procedures. This competitive process may result in increased competition and pricing pressure, requiring that we make sustained post-award efforts to realize revenues under the relevant contract.
Our failure to obtain and maintain security certifications and necessary security clearances may limit our ability to perform classified work directly for government customers as a prime contractor or subcontractor, which could cause us to lose business.
Some government contracts require us to maintain both federal and industry recognized security certifications of our systems, facility security clearances, and require some of our employees to maintain individual security clearances. If we are unable to maintain security certifications of our systems, or our employees lose or are unable to timely obtain security clearances, or we lose a facility clearance, our customer may have the right to terminate the contract or decide not to renew it upon its expiration. As a result, to the extent we cannot obtain or maintain the required security certifications and clearances for a particular contract, or we fail to obtain them on a timely basis, we may not derive the revenues anticipated from the contract, which, if not replaced with revenues from other contracts, could harm our operating results. To the extent we are not able to obtain facility security clearances or engage employees with the required security clearances for a particular contract, we will be unable to perform that contract and we may not be able to compete for or win new contracts for similar work.
Federal government contracts contain provisions giving government customers a variety of rights that are unfavorable to us, including the ability to terminate a contract at any time for convenience.
Federal government contracts contain provisions and are subject to laws and regulations that provide government customers with rights and remedies not typically found in commercial contracts. These rights and remedies allow government customers, among other things, to:
| · | terminate existing contracts, with short notice, for convenience, as well as for default; |
| · | reduce orders under or otherwise modify contracts; |
| · | for contracts subject to the Truth in Negotiations Act, reduce the contract price or cost where it was increased because a contractor or subcontractor during negotiations furnished cost or pricing data that was not complete, accurate, and current; |
| · | for GSA multiple award schedule contracts, government-wide acquisition agreements, and blanket purchase agreements, demand a refund, make a forward price adjustment, or terminate a contract for default if a contractor provided inaccurate or incomplete data during the contract negotiation process, or reduce the contract price under certain triggering circumstances, including the revision of pricelists or other documents |
| · | terminate our facility security clearances and thereby prevent us from receiving classified contracts; |
| · | cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable; |
| · | decline to exercise an option to renew a multi-year contract or issue task orders in connection with indefinite delivery/indefinite quantity contracts; |
| · | claim rights in solutions, systems, and technology produced by us; |
| · | prohibit future procurement awards with a particular agency due to a finding of organizational conflict of interest based upon prior related work performed for the agency that would give a contractor an unfair advantage over competing contractors or the existence of conflicting roles that might bias a contractor’s judgment; |
| · | subject the award of contracts to protest by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest and may also result in a requirement to resubmit offers for the contract or in the termination, reduction, or modification of the awarded contract; and |
| · | suspend or debar us from doing business with the federal government. |
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If a federal government customer terminates one of our contracts for convenience, we may recover only our incurred or committed costs, settlement expenses, and profit on work completed prior to the termination. If a federal government customer were to unexpectedly terminate, cancel, or decline to exercise an option to renew with respect to one or more of our significant contracts or suspend or debar us from doing business with the federal government, our revenues and operating results would be materially harmed.
RISKS RELATED TO PRIVACY, CYBERSECURITY AND TECHNOLOGY
Security breaches or cybersecurity events could result in the loss of customers and negative publicity and materially harm our business.
Many of the services we provide involve managing and protecting information involved in sensitive or classified government functions as well as sensitive commercial information. A security breach or cybersecurity event in one of these systems could cause serious harm to our business, damage our reputation, and prevent us from being eligible for further work on sensitive or classified systems for federal government customers. In addition, sensitive personal data could be illegally accessed and/or stolen through a cybersecurity event. We could incur losses from such a security breach that could exceed the policy limits under our insurance. Damage to our reputation or limitations on our eligibility for additional work resulting from a security breach in one of the systems we develop, install, and maintain could materially reduce our revenues.
The US Federal Government and many states have enacted laws requiring companies to notify consumers of data security breaches involving their personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures. Any security breach or cybersecurity event, whether successful or not, would harm our reputation and could cause the loss of customers. Any of these events could have material adverse effects on our business, financial condition, and operating results.
Actual or perceived breaches of our security measures, or governmental required disclosure of customer information could diminish demand for our solution and subject us to substantial liability.
In the processing of communications transactions, we receive, transmit and store a large volume of sensitive customer information, including call records, billing records, contractual terms, and financial and payment information, including credit card information, and we have entered into contractual obligations to maintain the confidentiality of certain of this information. Any person who circumvents our security measures could steal proprietary or confidential customer information or cause interruptions in our operations and any such lapse in security could expose us to litigation, substantial contractual liabilities, and loss of customers or damage to our reputation or could otherwise harm our business. We incur significant costs to protect against security breaches and may incur significant additional costs to alleviate problems caused by any breaches. In addition, if we are required to disclose any of this sensitive customer information to governmental authorities, that disclosure could expose us to a risk of losing customers or could otherwise harm our business.
If customers believe that we may be subject to requirements to disclose sensitive customer information to governmental authorities, or that our systems and software products do not provide adequate security for the storage of confidential information or its transmission over the Internet or corporate extranets, or are otherwise inadequate for Internet or extranet use, our business will be harmed. Customers’ concerns about security could deter them from using the Internet to conduct transactions that involve confidential information, including transactions of the types included in our solution, so our failure to prevent security breaches, or the occurrence of well-publicized security breaches affecting the Internet in general, could significantly harm our business and financial results.
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We may be liable to our customers for damages caused by our services or by our failure to remedy system failures.
Many of our projects involve technology applications or systems that are critical to the operations of our customers’ businesses. If we fail to perform our services correctly, we may be unable to deliver applications or systems to our customers with the promised functionality or within the promised time frame, or to satisfy the required service levels for support and maintenance. While we have created redundancy and back-up systems, any such failures by us could result in claims by our customers for substantial damages against us. Additionally, in the event we manage third party services on behalf of our customers and fail to execute on approved changes requested by our customers it could result in claims asserted by our customers for substantial damages against us.
Although we attempt to limit the amount and type of our contractual liability for defects in the applications or systems we provide and carry insurance coverage that may mitigate this liability in certain instances, we cannot be assured that these limitations and insurance coverages will be applicable and enforceable in all cases. Even if these limitations and insurance coverages are found to be applicable and enforceable, our liability to our customers for these types of claims could still exceed our insurance coverage and be material in amount and affect our business, financial condition and results of operations.
Our ability to provide services to our customers depends on our customers’ continued high-speed access to the internet and the continued reliability of the internet infrastructure.
Our business depends on our customers’ continued high-speed access to the internet, as well as the continued maintenance and development of the internet infrastructure. The future delivery of our solutions will depend on third-party internet service providers to expand high-speed internet access, to maintain a reliable network with the necessary speed, data capacity and security, and to develop complementary solutions and services, including high-speed modems, for providing reliable and timely internet access and services. All of these factors are out of our control. To the extent that the internet continues to experience an increased number of users, frequency of use, or bandwidth requirements, the internet may become congested and be unable to support the demands placed on it, and its performance or reliability may decline. Any internet outages or delays could adversely affect our ability to provide services to our customers.
Defects or errors in our TMaaS platform and/or processes could harm our reputation, impair our ability to sell our products and result in significant costs to us.
A key part of our service delivery involves the use of internally developed software solutions. If our software solutions contain undetected defects or errors that affect our ability to process customer transactions, prepare reports and/or deliver our services in general it may result in a failure to perform in accordance with customer expectations and could result in monetary damages against us. Because our customers use our software products for important aspects of their businesses, any defects or errors in, or other performance problems with, our software products could hurt our reputation and may damage our customers’ businesses. If that occurs, we could be required to issue substantial service credits that reduce amounts invoiced to our customers, lose out on future sales or our existing customers could elect to not renew their customer agreements with us. Product performance problems could result in loss of market share, failure to achieve market acceptance and the diversion of development resources from software enhancements. If our software products fail to perform or contain a technical defect, a customer might assert a claim against us for damages. Whether or not we are responsible for our software’s failure or defect, we could be required to spend significant time and money in litigation, arbitration or other dispute resolution, and potentially pay significant settlements or damages.
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Assertions by a third party that our software products or technology infringes its intellectual property, whether or not correct, could subject us to costly and time-consuming litigation or expensive licenses.
Although we believe that our services and products do not infringe on the intellectual property rights of others, infringement claims may be asserted against us in the future. There is frequent litigation in the communications and technology industries based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims against us may increase. These claims, whether or not successful, could:
| · | divert management’s attention; |
| · | result in costly and time-consuming litigation; |
| · | require us to enter into royalty or licensing agreements, which may not be available on acceptable terms, or at all; or |
| · | require us to redesign our software products to avoid infringement. |
As a result, any third-party intellectual property claims against us could increase our expenses and impair our business. In addition, although we have licensed proprietary technology, we cannot be certain that the owners’ rights in such technology will not be challenged, invalidated or circumvented. Furthermore, many of our customer agreements require us to indemnify our customers for certain third-party intellectual property infringement claims, which could increase our costs as a result of defending such claims and may require that we pay damages if there were an adverse ruling related to any such claims. These types of claims could harm our relationships with our customers, may deter future customers from purchasing our software products or could expose us to litigation for these claims. Even if we are not a party to any litigation between a customer and a third party, an adverse outcome in any such litigation could make it more difficult for us to defend our intellectual property in any subsequent litigation in which we are a named party.
We may be unable to protect our proprietary software and methodology.
Our success depends, in part, upon our proprietary software, methodology and other intellectual property rights. We rely upon a combination of trade secrets, nondisclosure and other contractual arrangements, and copyright and trademark laws to protect our proprietary rights. We generally enter into nondisclosure and confidentiality agreements with our employees, partners, consultants, independent sales agents and customers, and limit access to and distribution of our proprietary information. We cannot be certain that the steps we take in this regard will be adequate to deter misappropriation of our proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. Furthermore, statutory contracting regulations protect the rights of federal agencies to retain access to, and utilization of, proprietary intellectual property utilized in the delivery of contracted services to such agencies. We have attempted to put in place certain safeguards in our policies and procedures to protect intellectual property developed by employees. Our policies and procedures stipulate that intellectual property created by employees and its consultants remain our property. If we are unable to protect our proprietary software and methodology, the value of our business may decrease, and we may face increased competition.
RISKS RELATED TO REGULATION
We operate in a highly regulated environment and are subject to audit by the U.S. government.
Numerous U.S. government agencies routinely audit and review government contractors. These agencies review a contractor’s performance under its contracts and compliance with applicable laws, regulations and standards. The U.S. government also reviews the adequacy of, and compliance with, internal control systems and policies, including the contractor’s purchasing, property, estimating, material, earned value management and accounting systems. In some cases, audits may result in delayed payments or contractor costs not being reimbursed or subject to repayment. If an audit or investigation were to result in allegations against a contractor of improper or illegal activities, civil or criminal penalties and administrative sanctions could result, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. government. In addition, reputational harm could result if allegations of impropriety were made. In some cases, audits may result in disputes with the respective government agencies that can result in negotiated settlements, arbitration or litigation. Moreover, new laws, regulations or standards, or changes to existing ones, can increase our performance and compliance costs and reduce our revenue and earnings.
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The adoption of new procurement laws or regulations could reduce the amount of services that are outsourced by the federal government and cause us to experience reduced revenues.
New legislation, procurement regulations, or labor organization pressure could cause federal agencies to adopt restrictive procurement practices regarding the use of outside service providers. The American Federation of Government Employees, the largest federal employee union, strongly endorses legislation that may restrict the procedure by which services are outsourced to government contractors. One such proposal, the Truthfulness, Responsibility, and Accountability in Contracting Act, would have effectively reduced the volume of services that is outsourced by the federal government by requiring agencies to give in-house government employees expanded opportunities to compete against contractors for work that could be outsourced. If such legislation, or similar legislation, were to be enacted, it would likely reduce the amount of IT services that could be outsourced by the federal government, which could materially reduce our revenues.
RISKS RELATED TO OUR SECURITIES AND CAPITAL STRUCTURE
Our common stock price has been volatile and is likely to be volatile in the future.
The stock market has, from time to time, experienced extreme price and volume fluctuations. The market prices of the securities of companies in our industry have been especially volatile. Broad market fluctuations of this type may adversely affect the market price of our common stock. The market price of our common stock has experienced, and may continue to be subject to volatility due to a variety of factors, including:
| · | public announcements concerning us, our competitors or our industry; |
| · | externally published articles and analyses about us by retail investors and non-analysts; |
| · | changes in analysts’ earnings estimates; |
| · | information in third party chat rooms, third party publications and social media outlets; |
| · | the failure to meet the expectations of analysts; |
| · | fluctuations in operating results; |
| · | additional financings or capital raises; |
| · | introductions of new products or services by us or our competitors; |
| · | announcements of technological innovations; |
| · | additional sales of our common stock or other securities; |
| · | trading by individual investors that causes our stock prices to straddle at a low price for prolonged periods of time; |
| · | general economic conditions and events, including adverse changes in the financial markets, terrorist attacks, health pandemics, government shutdowns, war, adverse weather events, pandemics (such as the COVID-19 pandemic) and other disasters; and |
| · | Impairment of goodwill resulting from the fair value of our single reporting unit below its carrying value. |
In the past, some companies that have experienced volatility in the market price of their stock have been the object of securities class action litigation. If we were the object of securities class action litigation, we could incur substantial costs and experience a diversion of our management’s attention and resources and such securities class action litigation could have a material adverse effect on our business, financial condition and results of operations.
The future sale of shares of our common stock may negatively affect our common stock price and/or be dilutive to current stockholders.
If we sell substantial amounts of our common stock, the market price of our common stock could fall. Such stock issuances may be made at a price that reflects a discount from the then-current trading price of our common stock. These issuances would dilute our stockholders percentage ownership interest, which would have the effect of reducing our stockholders’ influence on matters on which our stockholders vote, and might dilute the book value of our common stock. There is no assurance that we will not seek to sell additional shares of our common stock in order to meet our working capital or other needs in a transaction that would be dilutive to current stockholders.
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A third party could be prevented from acquiring shares of our common stock at a premium to the market price because of our anti-takeover provisions.
Various provisions of our certificate of incorporation, by-laws and Delaware law could make it more difficult for a third party to acquire us, even if doing so might be beneficial to us and our stockholders. We are subject to the provisions of Section 203 of the General Corporation Law of Delaware. Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with any interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is (i) a person who, together with affiliates and associates, owns 15% or more of our voting stock or (ii) an affiliate or associate of ours who was the owner, together with affiliates and associates, of 15% or more of our outstanding voting stock at any time within the 3-year period prior to the date for determining whether such person is “interested.”
Our certificate of incorporation also provides that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may be taken without such meeting only by the unanimous consent of all stockholders entitled to vote on the particular action. In order for any matter to be considered properly brought before a meeting, a stockholder must comply with certain requirements regarding advance notice to us. The foregoing provisions could have the effect of delaying until the next stockholders’ meeting stockholder actions, which are favored by the holders of a majority of our outstanding voting securities. These provisions may also discourage another person or entity from making a tender offer for our common stock, because such person or entity, even if it acquired a majority of our outstanding voting securities, would be able to take action as a stockholder (such as electing new directors or approving a merger) only at a duly called stockholders’ meeting, and not by written consent.
The General Corporation Law of Delaware provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our certificate of incorporation and bylaws do not require a greater percentage vote. Our board of directors is classified into three classes of directors, with approximately one-third of the directors serving in each such class of directors and with one class of directors being elected at each annual meeting of stockholders to serve for a term of three years or until their successors are elected and take office. Our bylaws provide that the board of directors will determine the number of directors to serve on the board. Our board of directors presently consists of four members.
Our certificate of incorporation and bylaws contain certain provisions permitted under the General Corporation Law of Delaware relating to the liability of directors. The provisions eliminate, to the fullest extent permitted by the General Corporation Law of Delaware, a director’s personal liability to us or our stockholders with respect to any act or omission in the performance of his or her duties as a director. Our certificate of incorporation and bylaws also allow us to indemnify our directors, to the fullest extent permitted by the General Corporation Law of Delaware. Our bylaws also provide that we may grant indemnification to any officer, employee, agent or other individual as our Board may approve from time to time. We believe that these provisions will assist us in attracting and retaining qualified individuals to serve as directors.
We do not expect to declare any dividends in the foreseeable future.
We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. Consequently, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Our Board of Directors (Board) oversees the management of the risks inherent in the operation of the Company’s business, principally through the Governance Committee. Our Governance Committee oversees our
Our cybersecurity framework utilizes the following National Institute of Standards and Technology (NIST) standards:
| · | NIST SP 800-34, Rev 1, "Contingency Planning Guide for Federal Information Systems," November 2010 |
| · | NIST SP 800-37 Rev. 2, "Risk Management Framework for Information Systems and Organizations: A System Life Cycle Approach for Security and Privacy," December 2018 |
| · | NIST SP 800-53, Rev. 5, "Security and Privacy Controls for Information Systems and Organizations," September 20, 2020, updated December 10, 2020 |
| · | NIST SP 800-61, Rev 2, "Computer Security Incident Handling Guide," August 2012 |
Our approach to cybersecurity aims to protect the confidentiality,
Risk Management and Strategy
Our cybersecurity program, a pivotal component of our overarching ERM framework, concentrates on several key areas:
Collaborative Approach: We employ a holistic, cross-functional strategy to identify, prevent, and mitigate cybersecurity threats. Our approach includes rapid escalation protocols for specific cybersecurity incidents, enabling timely decision-making on public disclosure and reporting by management.
Technical Safeguards: We utilize advanced technical safeguards to defend our information systems. These include firewalls, intrusion prevention and detection systems, anti-malware tools, and stringent access controls. Continuous vulnerability assessments and leveraging cybersecurity threat intelligence ensure these safeguards remain practical and up to date.
Incident Response and Recovery Planning: Our comprehensive incident response and recovery plans are designed to manage the aftermath of cybersecurity incidents. Regular testing and evaluation of these plans ensure preparedness and resilience.
Third-Party Risk Management: Recognizing the significance of external threats, we have implemented a risk-based strategy to manage cybersecurity risks associated with third parties, such as vendors and service providers. This strategy extends to these third parties' systems, which, if compromised, could impact our operations.
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Education and Awareness: We understand the importance of informed personnel, so we conduct mandatory, regular training on cybersecurity threats. This training aims to equip our staff with the necessary tools to confront these threats effectively and disseminate updates on WidePoint's evolving information security policies, standards, processes, and practices.
We are committed to maintaining robust cybersecurity defenses through regularly evaluating and improving our policies, standards, processes, and practices. This commitment is actualized through a diverse array of assessment and testing activities, which include:
Comprehensive Audits and Assessments: We conduct audits and assessments to scrutinize the efficacy of our cybersecurity measures.
Tabletop Exercises and Threat Modeling: Engaging in tabletop exercises and threat modeling allows us to simulate and prepare for potential cybersecurity scenarios, ensuring readiness and adaptability.
Vulnerability Testing: Vulnerability testing is performed to proactively identify and address potential security weaknesses.
External Evaluations: We regularly commission third parties to conduct in-depth assessments to ensure an unbiased and comprehensive evaluation. These include information security maturity assessments, audits, and independent reviews of our information security control environment and its operational effectiveness.
Based on the insights gleaned from these assessments, audits, and reviews, we dynamically adjust and refine our cybersecurity policies, standards, processes, and practices to continuously enhance our cybersecurity posture.
By
Executive Experience and Qualifications
Our CEO has over thirty (30) years of risk management experience, and our COO with over twenty (20) years of experience including cybersecurity, possess deep expertise in their respective fields, evidenced by their academic qualifications and professional trajectories. This collective experience underpins our robust approach to managing cybersecurity risks. In addition, we have numerous employees with experience and qualifications related to cybersecurity. We have named a Chief Information Security Officer as part our cybersecurity program. Our Chief Executive and Chief Operating officers are responsible for informing the Board and Governance Committee of any new material cyber events or risks.
Cybersecurity Threats are discussed in ITEM 1 A. RISK FACTORS, under the heading RISKS RELATED TO PRIVACY, CYBERSECURITY AND TECHNOLOGY in this Annual Report on Form 10-K. We are
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ITEM 2. PROPERTIES
All of our property locations are leased. We believe we can obtain additional facilities required to accommodate projected needs without difficulty and at commercially reasonable prices, although no assurance can be given that we will be able to do so. The following table presents our property locations at December 31, 2025 for our U.S. locations:
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Physical Street Address |
| City, State Zip Code |
| Expiration |
| Sqft |
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11250 Waples Mill Rd S. Tower, Suite 210 |
| Fairfax, VA 22030 |
| March 2029 |
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| 11,852 |
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| $ | 28 |
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| $ | 328,000 |
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| Headquarters, Sales, Operations | |
8351 N High Street, Suite 130, 149 and 200 |
| Columbus, OH 43235 |
| November 2028 |
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| 18,833 |
|
| $ | 11 |
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| $ | 200,100 |
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| Sales and Operations | |
21 Enterprise Parkway, Suites 130 and 140 |
| Hampton, VA 23669 |
| June 2031 |
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| 5,989 |
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| $ | 16 |
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| $ | 98,800 |
|
| Customer Support | |
7611 Green Meadows Dr. |
| Lewis Center, OH 43035 |
| March 2029 |
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| 21,236 |
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| $ | 10 |
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| $ | 209,600 |
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| Customer Support | |
The following table presents our property locations at December 31, 2025 for our international locations:
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South County Business Park |
| Dublin 18, Ireland |
| March 2026 |
|
| 6,000 |
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| $ | 30 |
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| $ | 179,000 |
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| Europe office | |
ITEM 3. LEGAL PROCEEDINGS
From time to time, we are involved in legal proceedings, claims, and disputes arising in the ordinary course of business. As of the date of this report, we are party to certain legal matters, that management believes are routine in nature and not material, individually or in the aggregate. While the outcome of these matters cannot be predicted with certainty, we do not believe that their resolution will have a material adverse effect on our business, financial condition, results of operations, or cash flows.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is listed on the NYSE American under the symbol “WYY”.
Holders
As of the close of business on March 19, 2026, there were 80 registered holders of record of our common stock.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Equiniti Trust Company, LLC.
Dividend Policy
We have never paid dividends on our Common Stock and intend to continue this policy for the foreseeable future. We plan to retain earnings for use in growing our business base. Any future determination to pay dividends will be at the discretion of our Board of Directors and will be dependent on our results of operations, financial condition, contractual and legal restrictions and any other factors deemed by the management and the Board to be a priority requirement of the business.
Unregistered Sale of Securities
None
Repurchases of Equity Securities
None
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion should be read in conjunction with the other sections of this Form 10-K, including “Risk Factors,” and the Financial Statements and notes thereto. The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Annual Report on Form 10-K. See “Cautionary Note Regarding Forward Looking Statements and Risk Factor Summary.” Our actual results may differ materially.
Organizational Overview
We are a leading provider of Technology Management as a Service (TMaaS) that consists of federally certified communications management, identity management, and interactive bill presentment and unified communication analytics solutions and IT as a Service (ITaaS). We help our clients achieve their organizational missions for mobility management and security objectives in this challenging and complex business environment.
We offer our TMaaS solutions through a flexible “As-a-Service” model or “Xaas” which includes both a scalable and comprehensive set of functional capabilities that can be used by any customer to meet the most common functional, technical and security requirements for mobility management. Our TMaaS solutions were designed and implemented with flexibility in mind such that it can accommodate a large variety of customer requirements through simple configuration settings rather than through costly software development. The flexibility of our TMaaS solutions enables our customers to be able to quickly expand or contract their mobility management requirements. Our TMaaS solutions are hosted and accessible on-demand through a secure federal government certified proprietary portal that provides our customers with the ability to manage, analyze and protect their valuable communications assets, and deploy identity management solutions that provide secured virtual and physical access to restricted environments.
Strategy
During 2025, we focused on increasing our customer base and our sales pipeline and leveraging our strategic relationships with key system integrators and strategic partners to capture additional market share. On February 19, 2025 WidePoint’s Intelligent Technology Management System (ITMS) achieved FedRAMP Authorized status from the Federal Risk and Authorization Management Program (FedRAMP) Program Management Office (PMO). In fiscal 2026, we will continue to focus on the following key goals:
| · | Winning the DHS CWHS 3.0 re-compete, |
| · | Continue to find additional avenues for capturing new sales opportunities, |
| · | Continue to provide unmatched level of services to our current customer base, |
| · | Leverage our FedRAMP Authorized status as a differentiator from our competitors in pursuing government business, |
| · | Grow our recurring managed services revenues, |
| · | Add incremental capabilities to our Technology Management solution set and develop and possibly acquire new high margin business lines, |
| · | Leverage our software platforms to grow our SaaS revenues and take advantage of the opportunities emerging from the growth in remote working, |
| · | Expand our commercial customer base organically, |
| · | Continue to leverage the R2v3 Certification, |
| · | Execute cross-sell opportunities identified from ITA acquisition, including Identity Management (IdM), Telecommunications Lifecycle Management (TLM) and Digital Billing & Analytics (DB&A) solution, |
| · | Growing our sales pipeline by continuing to invest in our business development and sales team assets, |
| · | Pursuing additional opportunities with our key systems integrator and strategic partners, |
| · | Expanding our solution offerings into the commercial space, and |
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| · | Explore integration of artificial intelligence into our solution to provide better information security, and improve service delivery while reducing response time and cost. |
| · | Our strategy for achieving our longer-term goals include: |
| · | Establishing a market leadership position in the trusted mobility management (TM2) sector, |
| · | pursuing strategic acquisitions to expand our solutions and our customer base, |
| · | delivering new incremental offerings to add to our existing TM2 offering, |
| · | creating and testing innovative new offerings that enhance our TM2 offering, and |
| · | transitioning our data center and support infrastructure into a more cost-effective and federally approved cloud environment to comply with perceived future contract requirements. |
We believe these actions could drive a strategic repositioning to our TM2 offering and could include the sale of non-aligned offerings coupled with acquisitions of complementary and supplementary offerings that could result in a more focused core set of TM2 offerings.
Critical Accounting Policies and Estimates
Refer to Note 2 to the consolidated financial statements for a summary of our significant accounting policies referenced, as applicable, to other notes. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require management’s judgment in its application. Our senior management has reviewed these critical accounting policies and estimates and related disclosures with its Audit Committee. See Note 2 to consolidated financial statements, which contain additional information regarding accounting policies and other disclosures required by U.S. GAAP. The following section below provides information about certain critical accounting policies and estimates that are important to the consolidated financial statements and that require significant management assumptions and judgments.
Segments
Segments are defined by authoritative guidance as components of a company in which separate financial information is available and is evaluated by the chief operating decision maker (CODM), or a decision-making group, in deciding how to allocate resources and in assessing performance. Our CODM is our chief executive officer.
We operate in one segment based on the consolidated information used by our CODM in evaluating the financial performance of our business and allocation resources. This single segment represents our Company’s business, which is providing managed services for government and commercial clients under the umbrella of Technology Management as a Service (TMaaS), that includes Identity Management (IdM), secure Mobility Managed Services (MMS), Telecom Lifecycle Management, Digital Billing & Analytics and IT as a service (ITaaS).
We present a single segment for purposes of financial reporting and prepared consolidated financial statements upon that basis.
Revenue Recognition
Our managed services solutions may require a combination of labor, third party products and services. Our managed services are generally not interdependent and our contract performance obligations are delivered consistently on a monthly basis. In the event there are undelivered performance obligations our practice is to recognize the revenue when the performance obligation has been satisfied.
A substantial portion of our revenues are derived from firm fixed price contracts with the U.S. federal government that are fixed fee arrangements tied to the number of devices managed. Our actual reported revenue may fluctuate quarter to quarter depending on the hours worked, number of users, number of devices managed, actual or prospective proven expense savings, actual technology spend, or any other metrics as contractually agreed to with our customers.
| 32 |
Our revenue recognition policies for our managed services are summarized and shown below:
| · | Managed services are delivered on a monthly basis based on a standard fixed pricing scale and sensitive to significant changes in per user or device counts which form the basis for monthly charges. Revenue is recognized upon the completion of the delivery of monthly managed services based on user or device counts or other metrics. Managed services are not interdependent and there are generally no undelivered elements in these arrangements. |
|
|
|
| · | Identity services are delivered as an on-demand managed service through the cloud to an individual or organization or sold in bulk to an organization capable of self-issuing credentials. There are two aspects to issuing an identity credential to an individual that consists of identity proofing which is a significant part of the service and monthly credential validation services which enable the credential holder to access third party systems. Identity proofing services are not bundled and do not generally include other performance obligations to deliver. Revenue is recognized from the sales of identity credentials to an individual or organization upon issuance less a portion deferred for monthly credential validation support services. In the case of bulk sales or credential management system revenue is recognized upon issue or availability to the customer for issuance. There is generally no significant performance obligation to provide post contract services in relation to identity consoles delivered. Identity certificates issued have a fixed life and cannot be modified once issued. |
|
|
|
| · | Software revenue for software sold as a subscription is recognized ratably over the license term from the date the software is accepted by the customer. Maintenance services, if contracted, are recognized ratably over the term of the maintenance agreement, generally twelve to thirty six months. Revenue for fixed price software licenses that are sold as a perpetual license with no significant customization are recognized when the software is delivered. When we enter into Software as a Service (SaaS) agreements and we are the principal in the transaction, we recognize revenue commensurate with the end customers consumption of the services Implementation fees are recognized when the work is completed. Revenue from this service does not require significant accounting estimates. |
Our revenue recognition policy for our labor services is summarized and shown below:
| · | Billable services are professional services provided on a project basis determined by our customers’ specific requirements. These technical professional services are billed based on time incurred and actual costs. We recognize revenues for professional services performed based on actual hours worked and actual costs incurred. |
Our revenue recognition policy for our reselling services is summarized and shown below:
Reselling arrangements require the Company to procure third-party products and services in order to satisfy customer contractual obligations. The Company recognizes revenue and related costs on a gross basis in arrangements in which it controls the specified products or services prior to transfer to the customer. In these arrangements, the Company acts as the principal, as it is primarily responsible to the customer for fulfillment, bears inventory and credit risk for undelivered products and services, directly contracts with and issues purchase orders to third-party suppliers, and has discretion in selecting among multiple suppliers.
For reselling transactions in which the Company is the principal, revenue from product resales is generally recognized upon delivery, while revenue from resold services is generally recognized over the contractual service period. When the Company enters into Software-as-a-Service (“SaaS”) arrangements in which it is the principal, revenue is recognized in a manner that reflects the customer’s consumption of the services over the period of access.
| 33 |
In arrangements in which the Company does not control the underlying products or services prior to transfer and instead arranges for third parties to provide such products or services to customers on their own account, the Company acts as an agent. In these transactions, the Company recognizes revenue on a net basis, reflecting the fees or margins earned for arranging the transaction, with no corresponding recognition of the related third-party costs
Our revenue recognition policies for our billable carrier services is summarized and shown below:
| · | Carrier services are delivered on a monthly basis and consist of phone, data and satellite and related mobile services for a connected device or end point. These services require us to procure, process and pay communications carrier invoices. We recognize revenues and related costs on a gross basis for such arrangements whenever we control the services before they are transferred to the customer. We are the principal in these transactions when we are seen as the primary creditor, we directly issue purchase orders directly to communications carriers for wireline and wireless services, and/or we have discretion in choosing optimal providers and rate plans. For arrangements in which we do not have such control we recognize revenues and related costs on a net basis. |
Goodwill
Goodwill represents the excess of acquisition cost of an acquired company over the fair value of assets acquired and liabilities assumed. In accordance with GAAP, goodwill is not amortized but is tested for impairment at the reporting unit level annually and between annual tests if events or circumstances arise, such as adverse changes in the business climate, that would more likely than not reduce the fair value of the reporting unit below its carrying value.
A reporting unit is defined as either an operating segment or a business one level below an operating segment for which discrete financial information is available that management regularly reviews. The Company has a single reporting unit for the purpose of impairment testing.
The Company performed its annual impairment assessment and based upon the Company’s market capitalization at December 31, 2025, as well as the absence of any indicators of impairment, the Company concluded there was no impairment of goodwill at December 31, 2025.
Accounting for Income Taxes
Deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is established when management determines that it is more likely than not that all or some portion of the benefit of the deferred tax asset will not be realized.
Since deferred taxes measure the future tax effects of items recognized in the financial statements, certain estimates and assumptions are required to determine whether it is more likely than not that all or some portion of the benefit of a deferred tax asset will not be realized. In making this assessment, management analyzes and estimates the impact of future taxable income, reversing temporary differences and available tax planning strategies. These assessments are performed quarterly, taking into account any new information.
The Company’s significant deferred tax assets consist of net operating loss carryforwards, share-based compensation and intangible asset amortization related to prior business acquisitions. Should a change in facts or circumstances lead to a change in judgment about the ultimate ability to realize a deferred tax asset (including our utilization of historical net operating losses and share-based compensation expense), the Company records or adjusts the related valuation allowance in the period that the change in facts or circumstances occurs, along with a corresponding increase or decrease to the income tax provision.
| 34 |
During the year ended December 31, 2025, the Company recorded a valuation allowance against a portion of domestic deferred tax assets because management determined that is it more likely than not the Company will not earn income sufficient to realize the deferred tax assets during the carryforward period.
2025 Results of Operations
Year Ended December 31, 2025 Compared to the Year ended December 31, 2024
Revenues
Revenues for the year ended December 31, 2025 were $150.5 million, an increase of $7.9 million (or 6%), compared to approximately $142.6 million in 2024. Our mix of revenues for the periods presented is set forth below:
|
| YEARS ENDED |
|
|
|
| ||||||
|
| DECEMBER 31, |
|
| Dollar |
| ||||||
|
| 2025 |
|
| 2024 |
|
| Variance |
| |||
|
|
|
|
|
|
|
| |||||
Carrier Services |
| $ | 91,867,699 |
|
| $ | 86,793,729 |
|
| $ | 5,073,970 |
|
Managed Services: |
|
|
|
|
|
|
|
|
|
|
|
|
Managed Service Fees |
|
| 39,068,138 |
|
|
| 35,754,896 |
|
|
| 3,313,242 |
|
Billable Service Fees |
|
| 5,447,381 |
|
|
| 5,133,212 |
|
|
| 314,169 |
|
Reselling and Other Services |
|
| 14,162,146 |
|
|
| 14,889,912 |
|
|
| (727,766 | ) |
Total Managed Services: |
|
| 58,677,665 |
|
|
| 55,778,020 |
|
|
| 2,899,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 150,545,364 |
|
| $ | 142,571,749 |
|
| $ | 7,973,615 |
|
| · | Our carrier services revenues increased by $5.1 million to $91.8 million from $86.8 million last year, primarily due to increased contracting activity with our federal customers, where we pay carrier invoices on behalf of those customers. A significant portion of our overall reported revenue consists of revenue from carrier services; however, it represents an insignificant portion of our overall reported gross profit. This is a commodity type service and is a pass through cost yielding no margin, but this is a necessary service to deliver to federal government customers that engage us to provide a full-service solution as part of our platform. |
|
|
|
| · | Our managed service fees increased by $3.3 million to $39.1 million from $35.8 million last year as a result of implementing a new commercial contract for a US government end customer later in the third quarter of 2024 compared with a full twelve months reflected in 2025 and an additional task order with the Customs and Border Protection in September of 2025 to manage 30,000 phone lines. |
|
|
|
| · | Billable services fees remained relatively constant from 2025 to 2024. Billable service fees can vary due to internal projects in our customer organizations. |
| 35 |
| · | Reselling and other services decreased by $0.7 million to $14.2 million from $14.9 million last year. The decrease was driven by a partial termination of a customer contract in 2025. Reselling and other services are transactional in nature and as a result the amount and timing of revenue will vary significantly from quarter to quarter. |
Revenues by customer type for the periods presented is set forth below:
|
| YEARS ENDED |
|
|
|
| ||||||
|
| DECEMBER 31, |
|
| Dollar |
| ||||||
Customer Type |
| 2025 |
|
| 2024 |
|
| Variance |
| |||
|
|
|
|
|
|
|
|
|
| |||
U.S. Federal Government |
| $ | 125,270,256 |
|
| $ | 118,895,394 |
|
| $ | 6,374,862 |
|
U.S. State and Local Governments |
|
| 439,588 |
|
|
| 409,413 |
|
|
| 30,175 |
|
Foreign Governments |
|
| 62,046 |
|
|
| 65,707 |
|
|
| (3,661 | ) |
Commercial Enterprises |
|
| 24,773,474 |
|
|
| 23,201,235 |
|
|
| 1,572,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 150,545,364 |
|
| $ | 142,571,749 |
|
| $ | 7,973,615 |
|
| · | Our sales to federal government customers increased primarily because of a full twelve months of managed services revenues for a government end customer that began in late third quarter 2024 and an additional task order with the Customs and Border Protection in September of 2025 to manage 30,000 phone lines and associated carrier services that added approximately $5.2 million in 2025. |
|
|
|
| · | Our sales to state, local, and foreign government customers were relatively constant from year to year. |
|
|
|
| · | Our sales to commercial enterprise customers increased primarily as a result of increased sales in our ITaaS offering and increased commercial use of our identity management solutions. |
Cost of Revenues
Our cost of revenues includes employee labor, excluding fringe benefit costs, and subcontractors directly associated with satisfying customer performance obligations, and the associated cost of accessory products and third-party software that we resell to our end customers. Cost of revenues also includes amortization of capitalized software related to delivering our solutions.
Cost of revenues for the year ended December 31, 2025 were $129.5 million (or 86% of revenues) compared to $123.5 million (or 87% of revenues) in 2024. Increased carrier services costs as well as costs related to reselling contributed to the dollar increase. Our cost of revenues will fluctuate due to our revenue mix.
| 36 |
Gross Profit
The following table illustrates gross profit related to Carrier services and Managed services:
|
| YEARS ENDED |
|
|
|
|
|
|
| |||||||
|
| DECEMBER 31, |
|
| Dollar |
|
| Percent |
| |||||||
|
| 2025 |
|
| 2024 |
|
| Variance |
|
| Change |
| ||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Carrier Services |
| $ | 91,867,704 |
|
| $ | 86,793,729 |
|
| $ | 5,073,975 |
|
|
| 6 | % |
Managed Services |
|
| 58,677,660 |
|
|
| 55,778,021 |
|
|
| 2,899,639 |
|
|
| 5 | % |
Total revenue |
|
| 150,545,364 |
|
|
| 142,571,750 |
|
|
| 7,973,614 |
|
|
| 6 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrier Services |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
Managed Services |
|
| 21,007,940 |
|
|
| 19,004,405 |
|
|
| 2,003,535 |
|
|
| 11 | % |
Total gross profit |
|
| 21,007,940 |
|
|
| 19,004,405 |
|
|
| 2,003,535 |
|
|
| 11 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrier Services |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
Managed Services |
|
| 36 | % |
|
| 34 | % |
|
|
|
|
|
|
|
|
Total gross margin |
|
| 14 | % |
|
| 13 | % |
|
|
|
|
|
|
|
|
Gross profit percentage for the year ended December 31, 2025 of our managed services was 36% compared to 34% in the prior period.
Gross profit for the year ended December 31, 2025 was $21.0 million (or 14% of revenues), compared to $19.0 million (or 13% of revenues) in 2024. The higher gross margin as a percentage of revenues is related to increased gross margins experienced in our managed services in 2025 compared to 2024.
Operating Expenses
Sales and marketing expenses include employee labor, excluding fringe benefit costs, and sales commissions associated with our sales force, commission fees paid to non-employee sales agents and partners, and costs associated with travel and trade shows. Sales and marketing expense for the year ended December 31, 2025 were $2.7 million (or 2% of revenues), compared to $2.3 million (or 2% of revenues) in 2024.
General and administrative expenses include employees in finance, human resources, information technology, and other administrative support functions; employee labor not associated with any single revenue producing activity, all company fringe benefits, including paid time off, employee health and medical insurance, 401(K) matching contributions, and payroll taxes. General and administrative expenses also include professional services to include audit, consulting, outside legal, and outsourcing services.
General and administrative expenses for the year ended December 31, 2025 were $19.7 million (or 13% of revenues), as compared to $17.6 million (or 12% of revenues) in 2024. The dollar increase primarily relates to an increase in employee compensation, and increased health insurance costs compared to the same period last year.
Depreciation and amortization expense increased to $1.3 million for the year ended December 31, 2025 as compared to $1.0 million in 2024, primarily due to increased depreciation expense recognized on certain disaster recovery assets based on their assessed in-service dates.
| 37 |
Other Income (Expense)
Net other income (expense) for the year ended December 31, 2025 was $0.1 million as compared to net other income (expense) of $(0.1) million in 2024.
Provision (Benefit) for Income Taxes
Income tax provision for the year ended December 31, 2025 was $97,700 compared to an income tax benefit of $4,000 in 2024.
Net Loss
As a result of the factors above, net loss for the year ended December 31, 2025 was $2.7 million or $0.28 loss per share as compared to a net loss of $1.9 million in 2024 or $0.21 loss per share.
Liquidity and Capital
Net Working Capital
Our sources of liquidity include cash on hand, our anticipated cash flows from operations, and interim funds available under the Old Dominion Credit Facility, through its maturity date of May 28, 2026. At December 31, 2025, our net working capital was approximately $2.3 million as compared to $2.4 million at December 31, 2024. We believe that our existing cash balances and our anticipated cash flows from operations and access to our credit facility will be sufficient to meet our working capital, capital expenditure, and contractual obligation requirements for the next 12 months. There is no assurance that, if needed, we will be able to borrow or raise capital on favorable terms or at all.
Cash Flows from Operating Activities
Cash provided by operating activities provides an indication of our ability to generate sufficient cash flow from our recurring business activities. Our single largest cash operating expense is labor and company sponsored benefits. Our second largest cash operating expense is our facility costs and related technology communication costs to support delivery of our services to our customers. We lease our facilities under non-cancellable long-term contracts. Any changes to our fixed labor and/or infrastructure costs may require a significant amount of time to take effect depending on the nature of the change made and cash payments to terminate any agreements that have not yet expired. We experience temporary collection timing differences from time to time due to customer invoice processing delays that are often beyond our control. One US government agency, under the Department of Homeland Security, accounted for $6.8 million and $14.4 million of our unbilled receivables at December 31, 2025 and 2024, respectively.
For the year ended December 31, 2025, net cash provided by operating activities was approximately $5.7 million driven by collections of accounts receivable and temporary payable timing differences, as compared to approximately $1.6 million net cash provided by operations for the year ended December 31, 2024.
Cash Flows from Investing Activities
Cash used in investing activities provides an indication of our long-term infrastructure investments. We maintain our own technology infrastructure and may need to make additional purchases of computer hardware, software and other fixed infrastructure assets to ensure our environment is properly maintained and can support our customer obligations. We typically fund purchases of long-term infrastructure assets with available cash or capital lease financing agreements.
| 38 |
For the year ended December 31, 2025, cash used in investing activities was approximately $0.3 million and consisted of purchases of property and equipment.
For the year ended December 31, 2024, cash provided by investing activities was approximately $0.1 million and consisted of $0.2 million in proceeds from our factoring arrangement offset by purchases of property and equipment.
Cash Flows from Financing Activities
Cash used in financing activities provides an indication of our debt financing and proceeds from capital raise transactions and stock option exercises.
For the year ended December 31, 2025, cash used in financing activities was approximately $0.7 million and reflects line of credit advances and payments of approximately $2.8 million, finance lease principal repayments of approximately $580,200, proceeds from stock option exercises of approximately $52,300 and withholding taxes paid on behalf of employees on net settled restricted stock awards of approximately $130,700.
For the year ended December 31, 2024, cash used in financing activities was approximately $0.9 million and reflects line of credit advances and payments of approximately $5.6 million, finance lease principal repayments of approximately $0.6 million and withholding taxes paid on behalf of employees on net settled restricted stock awards of approximately $0.3 million.
Net Effect of Exchange Rate on Cash and Equivalents
For the year ended December 31, 2025, the gradual depreciation of the Euro relative to the US dollar decreased the translated value of our foreign cash balances by approximately $72,200 compared to last year. For the year ended December 31, 2024, the depreciation of the Euro relative to the US dollar decreased the translated value of our foreign cash balances by approximately $31,900.
Credit Facility
On February 29, 2024, we entered into a Loan and Security Agreement (the “Loan”) and Promissory Note (the “Note,” and, together with the Loan, the “Agreements”) with Old Dominion National Bank. The Agreements provide for a $4,000,000 revolving line of credit facility (the “Credit Facility”) until May 28, 2026. The Company expects to renew its line of credit for a full year term on May 28, 2026 or sooner.
Advances under the Credit Facility are subject to a borrowing base equal to the lesser of (i) $4,000,000 or (ii) 80% of eligible accounts receivable. Interest accrues on the outstanding principal balance of the Credit Facility at an annual rate equal to the Prime Rate published in The Wall Street Journal, subject to a floor rate of 7.25%. Outstanding interest on the amount borrowed is payable monthly and all outstanding interest and principal is due on the maturity date of May 28, 2026. The Credit Facility includes customary covenants and events of default, including the following items that are measured: (i) a minimum tangible net worth of $2.0 million; (ii) a minimum annual EBITDA of $1.0 million and (iii) a ratio of current assets to current liabilities of not less than 1.0 to 1.0. We were in compliance with the covenants at December 31, 2025.
| 39 |
Off-Balance Sheet Arrangements
The Company has no existing off-balance sheet arrangements as defined under SEC regulations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The consolidated financial statements and schedules required hereunder and contained herein are listed under Item 15 below.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, and as a result of the remediation efforts described below, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting (ICOFR) was effective as of December 31, 2025, as a result of the remediation efforts described below, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
| 40 |
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting because we are not an “accelerated filer” or a “large accelerated filer”. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.
Our system of ICOFR was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls over Financial Reporting
In response to our previously disclosed material weaknesses in internal control over financial reporting, which related to:
| · | Lack of maintaining certain components of the COSO framework, including elements of the risk assessment, control activities and monitoring activities components, relating to: (i) identifying and assessing changes that could significantly impact internal control; (ii) sufficiency of selecting and developing control activities that contribute to the mitigation of risks to the achievement of objectives to acceptable levels and (iii) performing ongoing evaluations to ascertain whether the components of internal controls are present and functioning, |
|
|
|
| · | Lack of designing and maintaining effective management review controls relating to its accounting for unbilled accounts receivable, |
|
|
|
| · | Lack of designing and maintaining effective controls to timely document and evaluate revenue contract terms and the related revenue recognition accounting conclusions when entering significant revenue contracts. |
The below remedial actions were implemented during the year ended December 31, 2025:
The Company implemented remediation measures designed to address the identified material weaknesses, including:
| · | Enhanced revenue recognition policies, procedures, and documentation requirements, including formalized management review controls over unbilled accounts receivable and revenue accruals; |
|
|
|
| · | Strengthened controls over the documentation, evaluation, and approval of contract terms and revenue recognition conclusions at contract inception and upon the occurrence of significant contract modifications or changes in customer circumstances; |
|
|
|
| · | Implemented additional monitoring controls to identify and assess customer-specific developments that may impact revenue recognition estimates; |
|
|
|
| · | Provided targeted training to finance, operations, and contract management personnel regarding revenue recognition requirements and internal control responsibilities; and |
|
|
|
| · | Utilized third-party consultants to assist management in evaluating the design and operating effectiveness of the enhanced controls. |
| 41 |
Management completed its documentation, testing and evaluation of the design and operating effectiveness of the remedial controls and determined that, as of December 31, 2025, these controls have been appropriately designed and implemented, and have operated effectively for a sufficient period of time to conclude that the previously identified material weaknesses have been remediated.
Except as set forth above, there were no changes in the Company’s ICOFR during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s ICOFR.
ITEM 9B. OTHER INFORMATION
Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and in compliance with guidelines specified by the Company. In accordance with Rule 10b5-1 and the Company’s insider trading policy, directors, officers and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s common stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5-1 Trading Plans”). Under a Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. No contracts, instructions or written plans for the sale or purchase of our securities were adopted, terminated or modified by our directors and executive officers during the three months ended December 31, 2025.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
| 42 |
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2026 Annual Meeting of Stockholders.
WidePoint’s Code of Business Conduct
WidePoint’s Code of Business Conduct, Corporate Governance Principles and Charters of the Committees of the Board of Directors are also available free of charge on our website or by writing to WidePoint Corporation, 11250 Waples Mill Road, South Tower, Suite 210, Fairfax, Virginia 22030, c/o Corporate Secretary. WidePoint’s Code of Business Conduct applies to all directors, officers (including the Chief Executive Officer and Chief Financial Officer) and employees. Amendments to or waivers of the Code of Conduct granted to any of the Company’s directors or executive officers will be published on our website within four business days of such amendment or waiver.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2026 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2026 Annual Meeting of Stockholders.
Equity Compensation Plan Information
The following table sets forth information as of December 31, 2025, with respect to the Company’s compensation plans under which its Common Stock is authorized for issuance:
|
| (a) |
|
| (b) |
|
| (c) |
| |||
|
|
|
|
|
| Number of Securities |
| |||||
|
| Number of Securities |
|
|
|
| remaining available |
| ||||
|
| to be issued upon |
|
| Weighted average |
|
| for future issuance |
| |||
|
| exercise of |
|
| exercise price of |
|
| (excluding securities |
| |||
Directors, Nominees |
| outstanding options, |
|
| outstanding options, |
|
| reflected in |
| |||
and Executive Officers |
| warrants and rights |
|
| warrants and rights |
|
| column (a)) |
| |||
|
|
|
|
|
|
|
|
|
| |||
Equity Compensation Plans: |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
Approved by security holders |
|
| 343,570 |
|
| $ | 3.01 |
|
|
| 1,245,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Not approved by security holders |
|
| - |
|
| $ | 0.00 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
| 343,570 |
|
| $ | 3.01 |
|
|
| 1,245,203 |
|
| 43 |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2026 Annual Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2026 Annual Meeting of Stockholders.
| 44 |
PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
■ | Financial Statements and Financial Statement Schedule |
|
|
| Financial Statements: |
Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, Los Angeles, California PCAOB firm ID: 23)
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Cash Flow for the Years Ended December 31, 2025 and 2024
Notes to Consolidated Financial Statements
All other schedules are omitted either because they are not applicable or not required, or because the required information is included in the financial statements or notes thereto
■ | Exhibits: The following exhibits are filed herewith or incorporated herein by reference: |
| 45 |
| 46 |
| Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith). | |
|
|
| Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith). | |
|
|
| Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith). | |
|
|
| Compensation Recovery Policy* (Incorporated herein by reference to Exhibit 97.1 to the Registrant’s Form 10-K filed on March 26, 2024). | |
|
|
101. | Interactive Data Files |
|
|
101. | INS+ XBRL Instance Document |
|
|
101. | SCH+ XBRL Taxonomy Extension Schema Document |
|
|
101. | CAL+ XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
101. | DEF+ XBRL Taxonomy Definition Linkbase Document |
|
|
101. | LAB+ XBRL Taxonomy Extension Label Linkbase Document |
|
|
101. | PRE+ XBRL Taxonomy Extension Presentation Linkbase Document |
____________________
* Management contract or compensatory plan.
| 47 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WidePoint Corporation | |||
| Date: March 25, 2026 | /s/ JIN H. KANG | ||
|
| Jin H. Kang | |
Chief Executive Officer | |||
|
|
|
|
Date: March 25, 2026 |
| /s/ Robert J. George |
|
|
| Robert J. George |
|
|
| Chief Financial Officer |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant and in the capacities and on the dates indicated.
| Date: March 25, 2026 | /s/ JIN H. KANG | ||
|
| Jin H. Kang | |
Director, Chief Executive Officer and President | |||
|
| (Principal Executive Officer) |
|
|
|
|
|
Date: March 25, 2026 |
| /s/ PHILIP GARFINKLE |
|
|
| Philip Garfinkle |
|
|
| Chairman of the Board |
|
|
|
|
|
Dated: March 25, 2026 |
| /s/ JOHN J. FITZGERALD |
|
|
| John J. Fitzgerald |
|
|
| Director |
|
| 48 |
INDEX TO FINANCIAL STATEMENTS
| 49 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
WidePoint Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of WidePoint Corporation and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
March 25, 2026
We have served as the Company’s auditor since 2007.
| F-1 |
| Table of Contents |
WIDEPOINT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
|
| DECEMBER 31, |
|
| DECEMBER 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
| |||||
ASSETS |
| |||||||
CURRENT ASSETS |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Restricted cash |
|
|
|
|
|
| ||
Accounts receivable, net of allowance for credit losses of $ |
|
|
|
|
|
| ||
Unbilled accounts receivable |
|
|
|
|
|
| ||
Other current assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
NONCURRENT ASSETS |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
|
|
|
| ||
Lease right of use asset |
|
|
|
|
|
| ||
Intangible assets, net |
|
|
|
|
|
| ||
Goodwill |
|
|
|
|
|
| ||
Deferred tax assets, net |
|
|
|
|
|
| ||
Other long-term assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
| $ |
| ||
Accrued expenses |
|
|
|
|
|
| ||
Current portion of deferred revenue |
|
|
|
|
|
| ||
Current portion of lease liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
NONCURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Lease liabilities, net of current portion |
|
|
|
|
|
| ||
Deferred revenue, net of current portion |
|
|
|
|
|
| ||
Deferred tax liabilities, net |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 18) |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Preferred stock, $ |
|
|
|
|
|
| ||
Common stock, $ |
|
|
|
|
|
| ||
Additional paid-in capital |
|
|
|
|
|
| ||
Accumulated other comprehensive loss |
|
| ( | ) |
|
| ( | ) |
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total stockholders’ equity |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
| Table of Contents |
WIDEPOINT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
REVENUES |
| $ |
|
| $ |
| ||
COST OF REVENUES (including amortization and depreciation of $ |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
|
|
|
| ||
General and administrative expenses (including share-based compensation of $ |
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
Interest income |
|
|
|
|
|
| ||
Interest expense |
|
| ( | ) |
|
| ( | ) |
Other income (expense), net |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Total other income (expense), net |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAX PROVISION (BENEFIT) |
|
| ( | ) |
|
| ( | ) |
INCOME TAX PROVISION (BENEFIT) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
EARNINGS PER SHARE, BASIC AND DILUTED |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
WEIGHTED-AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED |
|
|
|
|
|
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
WIDEPOINT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Foreign currency translation adjustments, net of tax |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS |
| $ | ( | ) |
| $ | ( | ) |
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
| Table of Contents |
WIDEPOINT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity
|
|
|
|
|
| Additional |
|
|
|
|
|
|
| |||||||||||
|
| Common Stock |
|
| Paid-In |
|
| Accumulated |
|
| Accumulated |
|
|
| ||||||||||
|
| Issued |
|
| Amount |
|
| Capital |
|
| OCI |
|
| Deficit |
|
| Total |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance, January 1, 2024 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock — restricted |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation expense — restricted |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation expense — non-qualified stock options |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation — (loss) |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2024 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
|
|
|
|
| ||||||
|
| Common Stock |
|
| Paid-In |
|
| Accumulated |
|
| Accumulated |
|
|
|
| |||||||||
|
| Issued |
|
| Amount |
|
| Capital |
|
| OCI |
|
| Deficit |
|
| Total |
| ||||||
|
|
| - |
|
|
|
|
|
| |||||||||||||||
Balance, January 1, 2025 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock — restricted |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock — cash option exercises |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock — cash less option exercises |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation expense — restricted |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation expense — non-qualified stock options |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation — gain |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2025 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
| Table of Contents |
WIDEPOINT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
| ||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
Deferred income tax expense (benefit) |
|
|
|
|
| ( | ) | |
Depreciation expense |
|
|
|
|
|
| ||
Provision for credit losses |
|
|
|
|
|
| ||
Amortization of intangibles |
|
|
|
|
|
| ||
Share-based compensation expense |
|
|
|
|
|
| ||
Non-cash lease expense |
|
|
|
|
|
| ||
Chang in fair value of contingent consideration |
|
|
|
|
| ( | ) | |
Loss (gain) on disposal of fixed assets |
|
|
|
|
| ( | ) | |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable and unbilled receivables |
|
| ( | ) |
|
| ( | ) |
Inventories |
|
| ( | ) |
|
|
| |
Other current assets |
|
| ( | ) |
|
| ( | ) |
Other assets |
|
|
|
|
| ( | ) | |
Accounts payable and accrued expenses |
|
|
|
|
|
| ||
Income tax payable |
|
|
|
|
| ( | ) | |
Deferred revenue and other liabilities |
|
|
|
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Other liabilities |
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| ( | ) |
|
| ( | ) |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
|
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|
Purchases of property and equipment |
|
| ( | ) |
|
| ( | ) |
Proceeds from beneficial interest in sold receivables |
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| ||
|
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|
Net cash (used in) provided by investing activities |
|
| ( | ) |
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| |
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|
CASH FLOWS FROM FINANCING ACTIVITIES |
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Advances on bank line of credit |
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| ||
Repayments of bank line of credit advances |
|
| ( | ) |
|
| ( | ) |
Principal repayments under finance lease obligations |
|
| ( | ) |
|
| ( | ) |
Withholding taxes paid on behalf of employees on net settled restricted stock awards |
|
| ( | ) |
|
| ( | ) |
Issuance of common stock from cashless stock option exercises |
|
| ( | ) |
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| |
Proceeds from exercise of stock options |
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Net cash used in financing activities |
|
| ( | ) |
|
| ( | ) |
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|
Net effect of exchange rate on cash |
|
| ( | ) |
|
| ( | ) |
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NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH |
|
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| ||
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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period |
|
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| ||
|
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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period |
| $ |
|
| $ |
| ||
|
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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH CONSISTED OF THE FOLLOWING: |
|
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|
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Restricted cash |
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| ||
|
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|
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| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
| Table of Contents |
WIDEPOINT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
| ||||
| SUPPLEMENTAL CASH FLOW INFORMATION |
|
|
|
|
|
| ||
| Cash paid for interest |
| $ |
|
| $ |
| ||
| Cash paid for income taxes |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
| NONCASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
| ROU asset obtained in exchange for lease liability |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-7 |
| Table of Contents |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 in the United States, Ireland, the Netherlands and the United Kingdom. The Company’s principal executive and administrative headquarters is located in Fairfax, Virginia.
Nature of Operations
The Company is a leading provider of Technology Management as a Service (TMaaS). The Company’s TMaaS 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 TMaaS platform. The Company’s TMaaS 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.
A significant portion of the Company’s expenses, such as personnel and facilities costs, are fixed in the short term and may 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 period.
2. Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the financial statement rules and regulations of the Securities and Exchange Commission.
Principles of Consolidation
The accompanying 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.
| F-8 |
| Table of Contents |
Accounting Standards Update
Accounting Standards Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures, requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company adopted this guidance prospectively for the year ended December 31, 2025. See Note 13 for additional information.
Accounting Standards under Evaluation
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220) Disaggregation of Income Statement Expenses (“ASU 2024-03”), to enhance the transparency and decision usefulness of financial information presented in the income statement by requiring disaggregated information about certain income statement expense line items. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the impact of these new requirements on its income statement presentation and disclosures.
In September2025,the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU amends the guidance under ASC 350-40 for internal-use software. The amendment removes reference to development-stages, clarify when capitalization may begin, and require entities to apply to property, plant and equipment disclosure requirements under ASC 350-10 to capitalize internal-use software costs. The ASU is effective for annual periods beginning after December15,2027,and for interim periods within those annual periods. Early adoption of ASU No. 2025-06 is permitted. The Company is evaluating the impact of these new requirements on its financial position, results of operations and cash flows.
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, 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 Consolidated Statements of Operations, depending on the nature of the activity. See Note 17 for additional information.
Use of Estimates
The preparation of 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. Significant accounting estimates include, but are not limited to, the Company’s valuation of goodwill impairment. To estimate the fair value of its reporting unit, the Company projects future cash flows using management’s assumptions for revenue growth rate, operating margins, and a discount rate. These estimates can significantly affect the outcome of the Company’s impairment assessment.
Other areas requiring use of estimates and judgment relate to revenue recognition, accounts receivable valuation reserves, ability to realize intangible assets, 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.
| F-9 |
| Table of Contents |
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in the absence of a principal, most advantageous market for the specific asset or liability. GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:
Level 1 - Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:
| ■ | Quoted prices for similar assets or liabilities in active markets |
| ■ | Quoted prices for identical or similar assets or liabilities in markets that are not active |
| ■ | Inputs other than quoted prices that are observable for the asset or liability |
| ■ | Inputs that are derived principally from or corroborated by observable market data by correlation or other means |
Level 3 - Inputs that are unobservable and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). The Company measured the fair value of contingent consideration using unobservable inputs (level 3).
The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred.
Financial Instruments
Financial instruments that potentially subject the Company to credit risk consist of cash, cash equivalents, restricted cash, receivables, and contract assets.
Cash and Cash Equivalents
The Company maintains interest-bearing cash deposits and short-term overnight investments with large financial institutions. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents for purposes of these consolidated financial statements. Interest-bearing cash deposits maintained by financial institutions in the United States of America are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum of $
| F-10 |
| Table of Contents |
Restricted Cash
Restricted cash is comprised of cash maintained in Company bank accounts that represent cash deposits to be utilized for the customer’s contractual obligations under their contract with the Company. The Company classifies as restricted cash based on the purpose and availability to fulfill the Company’s direct obligations to its customers.
Allowances for Credit Losses
The Company assesses its ability to collect outstanding receivables and contract assets and provides customer-specific allowances for credit losses and general allowances for the portion of receivables and contract assets that are estimated to be uncollectible. Allowances for credit losses are based on historical collection experience and expected credit losses, customer specific financial condition, current economic trends in the customer's industry and geographic region, changes in customer demand and the overall economic climate in the market the Company serves. Customer accounts receivable balances that remain uncollected for more than 45 days are further reviewed for collectability and are considered past due after 90 days unless different contractual repayment terms were extended under a contract with a customer. The Company will reserve such amounts estimated to be uncollectable.
Inventories
Inventories consist of mobile devices and accessories and identity credential hardware components. Inventories are valued at the lower of cost, using first-in, first-out method, or net realizable value. The Company records a write-down for inventories which have become obsolete or are in excess of anticipated demand or net realizable value. For the years ended December 31, 2025 and 2024, there were no inventory write-downs.
Property and Equipment
Property and equipment are stated at historical cost, net of accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful lives based upon the classification of the property and/or equipment or lease period for assets acquired under lease arrangements. The estimated useful lives of the assets are as follows:
Estimated | ||
Useful Life | ||
Computer hardware and software | ||
Furniture and fixtures | ||
Mobile equipment |
The Company assesses the recoverability of property and equipment by determining whether the depreciation of property and equipment over its remaining life can be recovered through projected undiscounted future cash flows. The amount of property and equipment impairment if any, is measured based on fair value and is charged to operations in the period in which property and equipment impairment is determined by management. As of December 31, 2025 and 2024, the Company’s management has not identified any material impairment of its property and equipment.
| F-11 |
| Table of Contents |
Leases
The Company has leases for corporate offices that are accounted for under ASC 842, Leases (Topic 842). The leases have remaining lease terms ranging from one year to thirteen years.
The Company determines if an arrangement is a lease at inception. The Company considers any contract where there is an identified asset and that it has the right to control the use of such asset in determining whether the contract contains a lease. A right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and the lease liabilities represent its obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available on the lease commencement date in determining the present value of lease payments. The lease ROU assets include any lease payments made prior to the rent commencement date. Lease expense for lease payments are recognized on a straight-line basis over the lease term.
Goodwill and Other Intangible Assets
The Company accounts for goodwill and other indefinite-lived intangible assets in accordance with ASC 350, Intangibles (Topic 350). Under ASC Topic 350, goodwill and certain indefinite-lived intangible assets are not amortized but are subject to an annual impairment test, and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value.
The Company has a single reporting unit and, therefore, goodwill is tested on a consolidated basis. There were no goodwill impairment charges during 2025 and 2024.
Impairment of long-lived assets
The Company reviews long-lived assets such as property and equipment, right of use assets, and intangible assets with finite useful lives for impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable by comparing the net book value of the asset group to their estimated undiscounted future cash flows expected from their use and eventual disposition. Impaired assets are recorded at estimated fair value, determined principally by using the present value of estimated future cash flows expected from their use and eventual disposition. As of December 31, 2025 and 2024, the Company’s management has not identified any material impairment of its long-lived assets.
Revenue from Contracts with Customers
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
The Company reports products and services under the categories managed services and carrier services as described below:
| F-12 |
| Table of Contents |
Carrier Services. The Company bills for costs incurred to deliver voice, data and satellite and related mobile services for a connected device or end point. These services require us to procure, process and pay communications carrier invoices. We recognize revenues and related costs on a gross basis for such arrangements when we satisfy customer contractual obligations for such arrangements where we control the products and services before they are transferred to the customer. We are the principal in these transactions when we are seen as the primary creditor, we directly issue purchase orders directly to communications carriers for wireline and wireless services, and/or we have discretion in choosing optimal providers and rate plans. For arrangements in which we do not control the product or service, do not have economic risk, and do not have pricing or vendor discretion we recognize revenues and related costs on a net basis. A significant portion of our overall reported revenue is tied to this service component; however, it represents an insignificant portion of our overall reported gross profit. This is a commodity type service and margins are nominal, but this is a necessary service to deliver to federal government customers that engage us to provide a full-service solution. The Company does not assume the credit risk when providing these services for commercial customers due to the increased credit risk involved.
Managed Services. The Company delivers managed services under a full-service, quasi full-service or self-service solution to suit our customers’ needs. A significant portion of our reported gross profit is tied to this service component. Revenue is accrued based on what the Company expects will be ultimately invoiced. Differences between accrued revenues and actual billed revenues are adjusted in the period that billings are prepared and such differences have not historically been material. Managed services are not interdependent and there are typically no undelivered performance obligations in these arrangements. The Company aggregates its billable revenue under the following groupings:
| · | Managed Service Fees: The Company delivers managed services under firm fixed price contracts that may include multiple performance obligations. |
| o | Revenue for fixed price services are generally completed and billed in the same accounting period and we charge a fixed fee for each performance obligation which may be tied to the number of units managed, percentage of supplier spend and/or savings, units delivered, certificates issued by the Company, certificate validation services installed in a customer’s environment, accessories sold and billable hours. Revenue from this service requires accounting estimates due to delays between completion of the service and the normal billing cycle. |
|
|
|
| o | Revenue for fixed price software sold as a subscription is recognized ratably over the license term from the date the software is accepted by the customer. Maintenance services, if contracted, are recognized ratably over the term of the maintenance agreement, generally twelve months. Revenue for fixed price on customer premises software licenses that are sold as a perpetual license with no significant customization are recognized when the software is delivered. Implementation fees are recognized when the work is completed. Revenue from this service does not require significant accounting estimates. |
|
|
|
| o | Revenue from identity services is delivered as an on-demand managed service through the cloud to an individual or organization or sold in bulk to an organization capable of self-issuing credentials. There are two aspects to issuing an identity credential to an individual that consists of identity proofing which is a significant part of the service and monthly credential validation services which enable the credential holder to access third party systems. Identity proofing services are not bundled and do not generally include other performance obligations to deliver. Revenue is recognized from the sales of identity credentials to an individual or organization upon issuance less a portion deferred for monthly credential validation support services. In the case of bulk sales or credential management system revenue is recognized upon issue or availability to the customer for issuance. There is generally no significant performance obligation to provide post contract services in relation to identity consoles delivered. Identity certificates issued have a fixed life and cannot be modified once issued. |
| F-13 |
| Table of Contents |
| · | Billable Service Fees. The Company delivers subject matter expertise either offsite or onsite for certain customers at a fixed hourly rate or fixed monthly fee. Billable services are generally completed and billed in the same accounting period and charge a fixed fee based on actual hours worked and actual costs incurred. Revenue is accrued based on what the Company expects will be ultimately invoiced. Differences between accrued revenues and actual billed revenues are adjusted in the period that billings are prepared and such differences have not historically been material |
|
|
|
| · | Reselling and Other Service Fees. The Company delivers third party products and services to satisfy customer contractual obligations. The Company recognizes revenues and related costs on a gross basis for such arrangements whenever we control the products and services before they are transferred to the customer. The Company is the principal in these transactions as we are seen as the primary creditor, carries inventory risk for undelivered products and services, and directly issues purchase orders third party suppliers, and has discretion in sourcing among many different suppliers. For those reselling transactions where we are the principal, revenues for product reselling are typically recorded upon delivery while revenues for services reselling are generally recorded over the contractual service period. For those transactions in which we procure and deliver products and services for our customers on their own account, the Company does not control the product or service, does not have economic risk, and does not have pricing or vendor discretion and therefore does not recognize revenues and related costs on a gross basis for these arrangements. The Company only recognizes revenues earned for arranging the transaction and any related costs. |
Software Development Costs
The Company applies the principles of FASB ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use (“ASC 350-40”). ASC 350-40 requires that internal use software development costs incurred before the preliminary project stage be expensed as incurred. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended.
The Company also applies the principles of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with development of computer software to be sold to be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, development costs of computer software to be sold are capitalized and reported at the lower of unamortized cost or net realizable value of the related product.
Product Development
Product development expenses include payroll, employee benefits, and other employee related expenses associated with product development. Product development expenses also include third-party development and programming costs, subject matter experts, localization costs incurred to translate software for international markets, and the amortization of purchased software code and services content. Costs related to product development are expensed until the point that preliminary project stage is complete or technological feasibility is reached. Costs incurred during the implementation of product development and enhancements are capitalized and amortized to cost of revenue over the estimated lives of the solution.
For the years ended December 31, 2025 and 2024, the Company did not capitalize any product development costs. See Note 9 to the consolidated financial statements for additional information about capitalization of product development costs.
| F-14 |
| Table of Contents |
Judgments and Estimates
The Company’s contracts with customers often include promises to transfer multiple products and services to a customer under a fixed rate or fixed fee arrangement. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require judgment. Components of our managed service solution are generally distinct performance obligations that are not interdependent and can be completed within a month. The Company’s products are generally sold with a right of return. Historically the returns have been immaterial and recognized in the period which the products are returned. While historically immaterial as well, the Company may provide other event driven credits or disincentives for not meeting performance obligations which are accounted for as variable consideration and recognized in the period which the event occurs.
Contract Balances
A significant portion of contract balances represent revenues earned on federal government contracts. Timing of revenue recognition may differ materially from the timing of invoicing to customers due a long-standing practice of issuing a consolidated managed service invoice. A consolidated invoice usually requires data such as billable hours, units managed, credentials issued, accessories sold and usage data from telecommunications providers and other suppliers. As a result it could take between thirty (30) to sixty (60) days or more after all performance obligations have been met to deliver a complete customer invoice. As a result, the Company may have both accounts receivables (invoiced revenue) and unbilled receivables (revenue recognized but not yet invoiced) that could represent one or more months of revenue. Additionally, the Company may be required under contractual terms to bill for services in advance and defer recognition of revenue until the related performance obligations have been met. In such cases, the Company records a contract asset relating to the associated costs of such transaction.
Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within thirty (30) to ninety (90) days. Payment terms and conditions for government and commercial customers are described below:
| · | Government contract billings are 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. |
|
|
|
| · | Commercial contracts are billed based on the underlying contract terms and conditions which generally have repayment terms that range from thirty (30) to ninety (90) days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. |
The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers.
Costs to Obtain a Contract with a Customer
The Company typically does not recognize assets from the costs to obtain a contract with a customer and generally expenses these costs as incurred. The Company primarily uses internal labor to manage and oversee the customer acquisition process and to finalize contract terms and conditions and commence customer start-up activities, if any. Internal labor costs would be incurred regardless of the outcome of a contract with a customer and as such those costs are not considered incremental to the cost to obtain a contract with a customer. Incremental costs to obtain a contract with a customer may include payment of commissions to certain internal and/or external sales agents.
| F-15 |
| Table of Contents |
Income Taxes
The Company accounts for income taxes in accordance with authoritative guidance which requires that deferred tax assets and liabilities be computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. The guidance requires that the net deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized.
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.
The Company recognizes the impact of an uncertain tax position taken or expected to be taken on an income tax return in the financial statements at the amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized in the financial statements unless it is more likely than not of being sustained upon audit by the relevant taxing authority.
Basic and Diluted Earnings (Loss) Per Share (EPS)
Basic EPS includes no dilution and is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution that could occur if securities or other contracts to issue common and restricted stock were exercised or converted into common and restricted stock. The number of incremental shares from assumed conversions of stock options and unvested restricted stock awards included in the calculation of diluted EPS was calculated using the treasury stock method. See Note 16 to the consolidated financial statements for computation of EPS.
Employee Stock-Based Compensation
The Company accounts for stock-based employee compensation arrangements under provisions of ASC 718-10. The Company recognizes the cost of employee stock awards granted in exchange for employee services based on the grant-date fair value of the award using a Black-Scholes option-pricing model, net of expected forfeitures. Those costs are recognized ratably over the vesting period.
3. Fair Value Measurements
The consolidated financial statements include financial instruments for which the fair value may differ from amounts reflected on a historical basis.
Financial Assets and Financial Liabilities Carried at Other Than Fair Value
The Company’s financial instruments include cash equivalents, restricted cash, accounts receivable, accounts payable and other financial instruments associated with the issuance of the common stock. The carrying values of cash equivalents, restricted cash, accounts receivable, and accounts payable approximate their fair value because of the short maturity of these instruments and past evidence indicates that these instruments settle for their carrying value.
| F-16 |
| Table of Contents |
4. Accounts Receivable and Significant Concentrations
A significant portion of the Company’s revenue arrangements consist of firm fixed price contracts with agencies of the U.S. federal government and several large multinational publicly traded and private corporations. Accounts receivable consist of the following by customer type in the table below as of the periods presented:
|
| DECEMBER 31, |
|
| DECEMBER 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
U.S. Federal, State, and Local Government (1) |
| $ |
|
| $ |
| ||
Commercial (2) |
|
|
|
|
|
| ||
Gross accounts receivable |
|
|
|
|
|
| ||
Less: allowances for credit |
|
|
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|
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losses (3) |
|
|
|
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| ||
|
|
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|
|
|
|
|
|
Accounts receivable, net |
| $ |
|
| $ |
| ||
As of December 31, 2023, the Company had accounts receivable, net of $
(1) Government contracts are generally firm fixed price not to exceed arrangements with a term of five (
(2) Commercial contracts are generally fixed price arrangements with contract terms ranging from two (
(3) During the year ended December 31, 2025 and 2024, the Company did not recognize any material provisions or recoveries of existing provision for credit losses. The Company has not historically maintained an allowance for credit losses 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 an allowance for credit losses.
| F-17 |
| Table of Contents |
Significant Concentrations
The following table presents revenue by customer for each of the periods presented:
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| As a % of |
|
| As a % of |
| ||
|
| Revenue |
|
| Revenue |
| ||
Customer Type |
| 2025 |
|
| 2024 |
| ||
|
|
|
|
| ||||
U.S. Federal Government (1) |
|
| % |
|
| % | ||
U.S. State & Local and Foreign Governments |
|
| % |
|
| % | ||
Commercial |
|
| % |
|
| % | ||
(1) Sales to the U.S. federal government include sales from contracts for which we are the prime contractor, as well as those for which we are a subcontractor and the ultimate customer is the U.S. government.
5. Unbilled Accounts Receivable and Significant Concentrations
Unbilled accounts receivable represent revenues earned in connection with products and/or services delivered for which we are unable to issue a formal billing to the customer at the balance sheet 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 not invoiced at the end of the reporting period. An allowance for credit losses was insignificant for unbilled accounts receivable as of December 31, 2025 and 2024.
The following table presents customers that represent ten (10) percent or more of consolidated unbilled accounts receivable as of the periods presented below:
|
| DECEMBER 31, |
|
| DECEMBER 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| As a % of |
|
| As a % of |
| ||
Customer Type |
| Unbilled Receivables |
|
| Unbilled Receivables |
| ||
|
|
|
|
| ||||
| U.S. Federal Government |
|
| % |
|
| % | ||
As of December 31, 2023, the Company had unbilled accounts receivable of $
Included in unbilled accounts receivable is $
| F-18 |
| Table of Contents |
6. Other Current Assets and Other Long-Term Assets
Other current assets consisted of the following as of the periods presented below:
|
| DECEMBER 31, |
|
| DECEMBER 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
| Inventories |
| $ |
|
| $ |
| ||
| Prepaid project costs |
|
|
|
|
|
| ||
| Deferred contract costs |
|
|
|
|
|
| ||
| Prepaid expenses and other assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total other current assets |
| $ |
|
| $ |
| ||
Other long-term assets consisted of the following as of the periods presented below:
|
| DECEMBER 31, |
|
| DECEMBER 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
| Security deposits |
| $ |
|
| $ |
| ||
| Capital work in progress |
|
|
|
|
|
| ||
| Prepaid project costs, net of current portion |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Other long term assets |
| $ |
|
| $ |
| ||
During the year ended December 31, 2025, $
At December 31, 2024, capitalized work in progress consists of internally developed software costs, primarily associated with upgrading the Company’s secure network operations center.
| F-19 |
| Table of Contents |
7. Property and Equipment
Major classes of property and equipment consisted of the following as of the periods presented below:
|
| DECEMBER 31, |
|
| DECEMBER 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Computer hardware and software |
| $ |
|
| $ |
| ||
Furniture and fixtures |
|
|
|
|
|
| ||
Leasehold improvements |
|
|
|
|
|
| ||
Automobiles |
|
|
|
|
|
| ||
Gross property and equipment |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Less: accumulated depreciation and |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Property and equipment, net |
| $ |
|
| $ |
| ||
During the years ended December 31, 2025 and 2024, the Company purchased for cash property and equipment totaling approximately $
During the years ended December 31, 2025 and 2024, property and equipment depreciation expense was approximately $
During the year ended December 31, 2025, the Company disposed of owned property and equipment with historical cost of $
There were no changes in the estimated useful lives used to depreciate property and equipment during the years ended December 31, 2025 and 2024.
8. Leases
The Company has leases for corporate and operational facilities (“real estate leases”).
Real estate leases. Substantially all real estate leases have remaining terms of two (2) to twelve (12) 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
| F-20 |
| Table of Contents |
The components of lease expense were as follows:
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Operating lease expense |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Finance lease expense: |
|
|
|
|
|
|
|
|
Amortization of right of use assets |
| $ |
|
| $ |
| ||
Interest on finance lease liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total finance lease expense |
| $ |
|
| $ |
| ||
Lease expense is included in general and administrative expenses in the consolidated statement of operations. Amortization of right of use assets is included in depreciation and amortization in the consolidated statement of operations.
Supplemental cash flow information related to leases was as follows:
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
| ||
Operating cash flows from leases |
| $ |
|
| $ |
| ||
Financing cash flows from leases |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Right of use assets obtained in exchange for lease obligations: |
|
|
|
|
|
|
|
|
Operating leases |
| $ |
|
| $ |
| ||
| F-21 |
| Table of Contents |
Supplemental balance sheet information related to leases was as follows:
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Lease right of use assets |
| $ |
|
| $ |
| ||
Current portion of lease liabilities |
|
|
|
|
|
| ||
Lease liabilities, net of current portion |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Weighted average remaining lease term |
|
|
|
|
|
|
|
|
Finance leases |
|
|
|
|
|
| ||
Operating lease |
|
|
|
|
|
| ||
Weighted average discount rate |
|
|
|
|
|
|
|
|
Finance leases |
|
| % |
|
| % | ||
Operating lease |
|
| % |
|
| % | ||
Maturities of lease liabilities as of December 31, 2025, were as follows:
|
| Operating Leases |
|
| Finance Leases |
| ||
2026 |
| $ |
|
| $ |
| ||
2027 |
|
|
|
|
|
| ||
2028 |
|
|
|
|
|
| ||
2029 |
|
|
|
|
|
| ||
2030 |
|
|
|
|
|
| ||
Thereafter |
|
|
|
|
|
| ||
Total undiscounted lease payments |
|
|
|
|
|
| ||
Less: Imputed interest |
|
|
|
|
|
| ||
Total lease liability |
| $ |
|
| $ |
| ||
On March 1, 2025, the Company entered into a new lease agreement to lease office space in the Hampton, Virginia area, that replaced its existing lease in Hampton, Virginia. The lease is for a term of seventy-six months, with a monthly rent obligation of $
On November 1, 2024 the Company entered into a new lease agreement, to sublease from a commercial organization, additional warehouse space in the Columbus Ohio area to support planned growth in its Device as a Service (DaaS) offering. The lease commenced on November 15, 2024 and is for a term of fifty-three months, with a monthly rent obligation of $
| F-22 |
| Table of Contents |
9. Intangible Assets
The Company’s intangible assets are comprised of purchased intangibles consisting of customer relationships, channel relationships, telecommunications software, trade names and trademarks and non-compete agreements. Intangible assets acquired in connection with a business combination are valued at fair value and amortized on a straight-line basis over the expected useful life which may range from three (
The Company’s intangible assets also include internally developed software used in the sales and delivery of its information technology service offerings. The Company capitalizes certain internal costs related to software development to deliver its information technology services including but not limited to its Intelligent Telecommunications Management System (ITMS™), Public Key Infrastructure (PKI) and Optimiser Telecom Data Intelligence (TDI™) applications. Significant development costs are capitalized from the point of demonstrated technological feasibility until the point in time that the product is available for general release to customers. Once the product is available for general release, capitalized costs are amortized typically on a straight-line basis generally over the expected functional life which may range from two (
The following tables summarize purchased and internally developed intangible assets subject to amortization as of the periods presented below:
|
| DECEMBER 31, 2025 |
| |||||||||
|
|
|
|
|
|
| ||||||
|
| Gross Carrying |
|
| Accumulated |
|
| Net Book |
| |||
|
| Amount |
|
| Amortization |
|
| Value |
| |||
|
|
|
|
|
| |||||||
| Customer Relationships |
| $ |
|
| $ | ( | ) |
| $ |
| ||
| Channel Relationships |
|
|
|
|
| ( | ) |
|
|
| ||
| Internally Developed Software |
|
|
|
|
| ( | ) |
|
|
| ||
| Trade Name and Trademarks |
|
|
|
|
| ( | ) |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| ||
|
| DECEMBER 31, 2024 |
| |||||||||
|
|
|
|
|
|
|
|
|
| |||
|
| Gross Carrying |
|
| Accumulated |
|
| Net Book |
| |||
|
| Amount |
|
| Amortization |
|
| Value |
| |||
|
|
|
|
|
| |||||||
Customer Relationships |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Channel Relationships |
|
|
|
|
| ( | ) |
|
|
| ||
Internally Developed Software |
|
|
|
|
| ( | ) |
|
|
| ||
Trade Name and Trademarks |
|
|
|
|
| ( | ) |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| ||
Purchased Intangibles
For the year ended December 31, 2025, there were no disposals or sales of purchased intangible assets.
| F-23 |
| Table of Contents |
Internally Developed
For the years ended December 31, 2025 and 2024, the Company did not incur any capitalized development costs. Capital work in progress is included in other long-term assets in the consolidated balance sheet.
The aggregate amortization expense recorded was approximately $
No impairment charges were recorded for the years ended December 31, 2025 and 2024.
As of December 31, 2025, estimated annual amortization for our intangible assets for each of the next five years and beyond is approximately:
2026 |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
2030 |
|
|
| |
Thereafter |
|
|
| |
Total |
| $ |
|
10. Goodwill
The following table summarizes the changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024:
|
| DECEMBER 31, |
|
| DECEMBER 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Balances, January 1 |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Balances, December 31 |
| $ |
|
| $ |
| ||
11. Accrued Expenses
Accrued expenses consisted of the following as of the periods presented below:
|
| DECEMBER 31, |
|
| DECEMBER 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
| Carrier service costs |
| $ |
|
| $ |
| ||
| Salaries and payroll taxes |
|
|
|
|
|
| ||
| Inventory purchases, consultants and other costs |
|
|
|
|
|
| ||
| Other |
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
Total accrued expenses |
| $ |
|
| $ |
| ||
12. Credit Agreements
On February 29, 2024, the Company entered into a Loan and Security Agreement (the “Loan”) and Promissory Note (the “Note,” and, together with the Loan, the “Agreements”) with Old Dominion National Bank. The Agreements provide for a $
Advances under the Credit Facility are subject to a borrowing base equal to the lesser of (i) $
| F-24 |
| Table of Contents |
13. Income Taxes
Income tax provision is as follows for the years ended:
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Current provision (benefit) |
|
|
|
|
|
| ||
State |
| $ |
|
| $ |
| ||
Foreign |
|
|
|
|
| ( | ) | |
Total |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Deferred provision (benefit) |
|
|
|
|
|
|
|
|
Federal |
|
|
|
|
|
| ||
State |
|
|
|
|
|
| ||
Foreign |
|
| ( | ) |
|
| ( | ) |
Total |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Income tax provision (benefit) |
| $ |
|
| $ | ( | ) | |
The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, on a prospective basis beginning with the year ended December 31, 2025. A reconciliation of the statutory U.S. federal income tax rate to the effective income tax rate for the year ended December 31, 2025 is presented accordingly as follows:
|
| DECEMBER 31, 2025 |
| |||||
|
| Amount |
|
| Percent |
| ||
|
|
|
|
|
|
| ||
Tax at federal statutory rate |
| $ | ( | ) |
|
| % | |
State and local taxes, net of federal benefit (1) |
|
| ( | ) |
|
| % | |
Foreign tax effects |
|
|
|
|
| |||
Ireland |
|
|
|
|
|
|
|
|
Statutory tax rate differences between Ireland and United States |
|
| |
|
|
| ( | )% |
Other |
|
| |
|
|
| ( | )% |
Change in valuation allowance |
|
|
|
|
| ( | )% | |
Nontaxable / nondeductible items |
|
|
|
| ||||
Stock-based compensation |
|
| ( | ) |
|
| | % |
Other items |
|
| |
|
|
| ( | )% |
Deferred tax adjustments |
|
|
|
|
| ( | )% | |
|
|
|
|
|
|
|
|
|
Income tax benefit |
| $ |
|
|
| ( | )% | |
| (1) | For the year ended December 31, 2025, state and local taxes in Texas and Virginia made up the majority (greater than 50%) of the tax effect in this category. |
| F-25 |
| Table of Contents |
The following table summarizes the significant differences between the U.S. federal statutory tax rate and the effective tax rate for the year ended December 31, 2024 based on the required disclosure prior to the adoption of ASU 2023-09:
|
| DECEMBER 31, 2024 |
| |
|
|
|
| |
Statutory federal income tax rate |
|
| % | |
State, net of federal benefit |
|
| % | |
Non-deductible expenses |
|
| % | |
Valuation allowance |
|
| ( | )% |
Foreign rate differential |
|
| ( | )% |
Return to accrual difference true-ups |
|
| ( | )% |
Other |
|
| ( | )% |
Deferred tax adjustment and true-up |
|
| % | |
Combined effective tax rate |
|
| % | |
The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets (liabilities) consisted of the following:
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Deferred tax assets: |
|
|
|
|
|
| ||
Net operating loss carryforwards |
| $ |
|
| $ |
| ||
Alternative minimum tax credit |
|
|
|
|
|
| ||
Share-based compensation |
|
|
|
|
|
| ||
Depreciation |
|
|
|
|
| ( | ) | |
Lease liability |
|
|
|
|
|
| ||
Other assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
|
|
|
| ||
Less: valuation allowance |
|
| ( | ) |
|
| ( | ) |
Total deferred tax assets, net |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Goodwill amortization |
|
|
|
|
|
| ||
Intangible amortization |
|
|
|
|
|
| ||
Foreign intangible amortization |
|
|
|
|
|
| ||
Other liabilities |
|
|
|
|
|
| ||
Lease asset |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net deferred tax asset (liability) |
| $ |
|
| $ | ( | ) | |
| F-26 |
| Table of Contents |
As of December 31, 2025, the Company had approximately $
Under the provisions of the Internal Revenue Code, the net operating losses (“NOL”) and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, respectively, as well as similar state tax provisions. This could limit the amount of tax attributes that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. Utilization of the net operating loss and tax credits carryforwards may be limited by “ownership change” rules, as defined in Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. This annual limitation may result in the expiration of the net operating losses and credits before utilization.
Changes in the valuation allowance for the years ended were as follows:
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Beginning balance |
| $ | ( | ) |
| $ | ( | ) |
Increases |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Ending balance |
| $ | ( | ) |
| $ | ( | ) |
As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. On the basis of this evaluation, management recorded a valuation allowance against a portion of domestic deferred tax assets because management has determined that it is more likely than not that the Company will not earn income sufficient to realize the deferred tax assets during the carry forward period. During the year ended December 31, 2025, the Company increased the valuation allowance by $
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 for tax years 2003 and forward. The Company may be subject to examinations by various state taxing jurisdictions for tax years 2003 and forward. The Company may be subject to examination by various foreign countries for tax years 2020 forward. As of December 31, 2025, the Company is currently not under examination by the IRS, any state or foreign tax jurisdiction. The Company did not have any unrecognized tax benefits at either December 31, 2025 or 2024. In the future, any interest and penalties related to uncertain tax positions will be recognized in income tax expense.
| F-27 |
| Table of Contents |
Cash Taxes Paid
The Company adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025 and have included the following table as a result of the adoption, which presents income taxes paid (net of refunds received) for the year ended December 31, 2025:
|
| Amount |
| |
|
|
|
| |
Federal |
| $ |
| |
State |
|
|
| |
Foreign |
|
|
| |
|
|
|
|
|
Total |
| $ |
| |
|
|
|
|
|
State |
|
|
|
|
California |
| $ |
| |
District of Columbia |
|
|
| |
New York |
|
|
| |
Texas |
|
|
| |
Virigina |
|
|
| |
|
|
|
|
|
Total |
| $ |
| |
14. Stockholders’ Equity
Preferred Stock
The Company’s Certificate of Incorporation authorizes the Company to issue up to
Common Stock
The Company is authorized to issue
Common Stock Issuances - Employee Stock Option Exercises
The Company issued a total of
| F-28 |
| Table of Contents |
There were no stock option exercises during the year ended December 31, 2024.
Common Stock Issuances – Restricted Stock Awards
During the year ended December 31, 2025, there were
During the year ended December 31, 2024, there were
See Note 15 for additional information regarding stock option plans.
Warrants Issued
On March 31, 2022, the Company issued a warrant to purchase
15. Stock Options and 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 years ended December 31, 2025 and 2024, the Company granted
Non-Qualified Stock Options. The Company estimates the fair value of nonqualified stock options using a Black-Scholes Option Pricing model (“Black-Scholes model”). The fair value of each stock option 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
| F-29 |
| Table of Contents |
Option pricing model assumptions for NQSO granted were valued using the following assumptions for the years then ended as set forth below:
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Expected dividend yield |
|
|
|
|
| |||
Expected volatility |
|
|
|
|
| |||
Risk-free interest rate |
|
|
|
|
| |||
Term |
|
|
|
| - |
| ||
Non-Qualified Stock Options
A summary of NQSO activity as of December 31, 2025 and 2024, and changes during the years then ended are set forth below:
|
| 2025 |
|
| 2024 |
| ||||||||||
|
|
|
|
| Weighted |
|
|
|
|
| Weighted |
| ||||
|
|
|
|
| Average |
|
|
|
|
| Average |
| ||||
|
|
|
|
| Grant Date |
|
|
|
|
| Grant Date |
| ||||
NON-VESTED OPTIONS |
| Shares |
|
| Fair Value |
|
| Shares |
|
| Fair Value |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-vested balances, January 1, |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Granted (+) |
|
|
|
| $ |
|
|
| - |
|
|
|
| |||
Expired (-) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Vested/Exercised (-) |
|
|
|
| $ |
|
|
| - |
|
|
|
| |||
Non-vested balances, December 31, |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
| F-30 |
| Table of Contents |
|
| 2025 |
|
| 2024 |
| ||||||||||
|
|
|
|
| Weighted |
|
|
|
|
| Weighted |
| ||||
|
|
|
|
| Average |
|
|
|
|
| Average |
| ||||
OUTSTANDING AND EXERCISABLE OPTIONS |
| Shares |
|
| Exercise Price |
|
| Shares |
|
| Exercise Price |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Options outstanding, January 1, |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Granted (+) |
|
|
|
|
|
|
| - |
|
|
|
| ||||
Cancelled (-) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Expired (-) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Exercised (-) |
|
|
|
|
|
|
| - |
|
|
|
| ||||
Options, December 31, |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options vested and expected to vest, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding and exercisable, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
| $ |
|
|
| - |
|
|
| - |
| ||
The weighted-average remaining contractual life and the aggregate intrinsic value (the amount by which the fair value of the Company’s stock exceeds the exercise price of the option) of the stock options outstanding, exercisable, and vested and expected to vest as of December 31, 2025 are as follows:
|
|
|
|
|
|
|
| Outstanding |
| |||
|
|
|
|
| Expected to |
|
| and |
| |||
|
| Outstanding |
|
| Vest |
|
| Exercisable |
| |||
|
|
|
|
|
|
|
|
|
| |||
Weighted-average remaining contractual life (in years) |
|
|
|
|
|
|
|
|
| |||
Aggregate intrinsic value |
| $ |
|
| $ |
|
| $ |
| |||
| F-31 |
| Table of Contents |
Restricted Stock Awards
A summary of RSA activity as of December 31, 2025 and 2024, and changes for the years then ended are set forth below:
|
| 2025 |
|
| 2024 |
| ||||||||||
|
|
|
|
| Aggregate |
|
|
|
|
| Aggregate |
| ||||
VESTED AND NON-VESTED AWARDS |
| Shares |
|
| Intrinsic Value |
|
| Shares |
|
| Intrinsic Value |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-vested awards outstanding, January 1, |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Granted (+) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cancelled (-) |
|
|
|
|
|
|
|
| - |
|
|
|
| |||
Vested (-) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-vested awards outstanding, December 31, |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average remaining contractual life (in years) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized RSA compensation expense |
| $ |
|
|
|
|
|
| $ |
|
|
|
|
| ||
Long-Term Incentive Plan
The Company maintained a long-term incentive plan (LTIP) that covers the period of January 1, 2023 through January 1, 2026. The LTIP has two components of equity-based compensation.
Share-based Compensation Expense
Share-based compensation recognized under ASC 718-10 (including restricted stock awards) represents both stock options-based expense and restricted stock expense. The Company recognized share-based compensation expense for the years then ended December 31 as set forth below:
|
| YEAR ENDED DECEMBER 31, 2025 |
|
| YEAR ENDED DECEMBER 31, 2024 |
| ||||||||||||||||||
|
| Shared-Based Compensation Expense |
|
| Shared-Based Compensation Expense |
| ||||||||||||||||||
|
| Employees |
|
| Directors |
|
| Total |
|
| Employees |
|
| Directors |
|
| Total |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Restricted share-based compensation expense |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Non-qualified option share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total share-based compensation before taxes |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
At December 31, 2025, the Company had approximately $
| F-32 |
| Table of Contents |
16. Earnings (Loss) Per Common Share (EPS)
The computations of basic and diluted EPS for the years ended were as follows:
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Basic and Diluted Earnings Per Share Computation: |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Weighted average number of common shares |
|
|
|
|
|
| ||
Basic and Diluted Loss Per Share |
| $ | ( | ) |
| $ | ( | ) |
For the year ended December 31, 2025, the Company had unexercised stock options of
17. Accumulated Other Comprehensive Loss
Changes in the Company’s cumulative foreign currency translation adjustments due to translation of its foreign subsidiaries’ Euro currency financial statements into the Company’s reporting currency were as and for the periods presented below:
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Balances, January 1 |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Net foreign currency translation gain (loss) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Balances, December 31 |
| $ | ( | ) |
| $ | ( | ) |
| F-33 |
| Table of Contents |
18. Commitments and Contingencies
Employment Agreements
The Company has employment agreements with certain executives that set forth compensation levels and provide for severance payments in certain instances.
Legal Matters
The Company is from time to time involved in legal proceedings and claims arising in the ordinary course of business. While the outcome of litigation cannot be predicted with certainty, management believes that the resolution of these matters, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
19. Revenue by Service Type, Customer Type and by Geographic Region
The Company recognized revenues by the following broad service types:
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Carrier Services |
| $ |
|
| $ |
| ||
Managed Services |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
The Company recognized revenues for the following customer types as set forth below:
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
U.S. Federal Government |
| $ |
|
| $ |
| ||
U.S. State and Local Governments |
|
|
|
|
|
| ||
Foreign Governments |
|
|
|
|
|
| ||
Commercial Enterprises |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
The Company recognized revenues from customers in the following geographic regions:
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
United States |
| $ |
|
| $ |
| ||
Europe |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
| F-34 |
| Table of Contents |
During the year ended December 31, 2025 and 2024, the Company recognized approximately $
20. Segment Information
Segments are defined by authoritative guidance as components of a company in which separate financial information is available and is evaluated by the chief operating decision maker (CODM), or a decision-making group, in deciding how to allocate resources and in assessing performance. Our CODM is our chief executive officer and is responsible for reviewing segment performance and making decisions regarding resource allocation.
We operate as one segment based on the consolidated information used by our CODM in evaluating the financial performance of our business and allocation resources. This single segment represents our Company’s business, WidePoint, which is providing managed services for government and commercial clients that include Identity Management (IdM), secure Mobility Managed Services (MMS), Telecom Lifecycle Management, Digital Billing & Analytics and IT as a service (ITaaS). We present a single segment for purposes of financial reporting and prepared consolidated financial statements upon that basis.
The CODM assesses performance for the reporting segment and decides how to allocate resources based on consolidated revenue, gross profit and net income (loss), which also is reported on the Consolidated Statement of Operations, in addition to other key financial indicators, including gross margin, guiding strategic decisions to align with company-wide goals. The CODM uses the performance measures and key financial indicators in managing the business, allocating resources, making operating decisions, assessing financial performance, deciding investment decisions such as acquisitions.
The measure of segment assets is reported on the balance sheet as total consolidated assets. In addition, substantially all of the Company's revenues and long-lived assets are attributable to operations is in the United States for all periods presented.
| F-35 |
| Table of Contents |
The following table reflects certain financial data for our reportable segment:
|
| YEARS ENDED |
| |||||
|
| DECEMBER 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
| ||||
REVENUES |
| $ |
|
| $ |
| ||
Carrier services cost |
|
| ( | ) |
|
| ( | ) |
Managed service costs |
|
| ( | ) |
|
| ( | ) |
Depreciation and amortization |
|
| ( | ) |
|
| ( | ) |
Stock based compensation |
|
| ( | ) |
|
| ( | ) |
Other segment items (1) |
|
| ( | ) |
|
| ( | ) |
Interest expense |
|
| ( | ) |
|
| ( | ) |
Interest income |
|
|
|
|
|
| ||
Other income (expense) |
|
|
|
|
| ( | ) | |
Income tax (provision) benefit |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
NET LOSS FOR THE PERIOD: |
| $ | ( | ) |
| $ | ( | ) |
(1) Other segment items include sales and marketing costs, general, administration and overhead costs, and provision for credit losses.
21. Subsequent Events
On February 25, 2026, the Company extended its line of credit with Old Dominion Bank under the same terms as its existing line of credit agreement until May 28, 2026.
| F-36 |
EXHIBIT 21
SUBSIDIARIES OF WIDEPOINT CORPORATION
| Full Legal Name | State or Country of Incorporation |
| WidePoint Integrated Solutions Corp. (1) | Virginia |
| WidePoint Cybersecurity Solutions Corporation (2) | Virginia |
| WidePoint IL, Inc. (3) | Illinois |
| WidePoint Global Solutions, Inc. | Delaware |
| Soft-ex Communications Ltd. (subsidiary of WidePoint Global Solutions, Inc.) | Ireland |
| Soft-ex BV (subsidiary of Soft-ex Communications Ltd.) | Netherlands |
| Soft-ex UK Limited (subsidiary of Soft-ex Communications Ltd.) | England |
| Widepoint Mobile Corporation (4) | Virginia |
| WYY Florida Sub, Inc. (changed to IT Authorities, Inc.) | Florida |
| (1) | In January 2019, WidePoint Solutions Corp. was merged into WidePoint Integrated Solutions Corp. |
|
|
|
| (2) | In April 2017, Advanced Response Concepts Corporation and Protexx Technology Corporation, both Delaware corporations, were merged into WidePoint Cybersecurity Solutions Corporation. |
|
|
|
| (3) | In January 2021, WidePoint IL, Inc. was merged into WidePoint Integrated Solutions Corp. |
|
|
|
| (4) | In May 2020, WidePoint Mobile Corporation was incorporated in Virginia. |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-289721) and Form S-8 (No. 333-124867, No. 333-158772, No. 333-223352, No. 333-272976, and No. 333-289697) of WidePoint Corporation (the “Company”) of our report dated March 25, 2026, relating to the consolidated financial statements of the Company appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2025.
| /s/ Baker Tilly US, LLP |
|
|
Los Angeles, California
March 25, 2026
EXHIBIT 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934
I, Jin H. Kang, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of WidePoint Corporation; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and |
|
|
|
|
|
| d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: March 25, 2026 | By: | /s/ JIN H. KANG | |
|
|
| Jin H. Kang | |
| Chief Executive Officer |
EXHIBIT 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934
I, Robert J. George certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of WidePoint Corporation; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and |
|
|
|
|
|
| d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: March 25, 2026 | By: | /s/ Robert J. George | |
|
|
| Robert J. George | |
| Chief Financial Officer |
EXHIBIT 32
Written Statement of the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. § 1350
Solely for the purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of WidePoint Corporation (the “Company”), hereby certify, based on our knowledge, that the Annual Report on Form 10-K of the Company for the year ended December 31, 2025 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ JIN H. KANG |
|
| Jin H. Kang |
|
| Chief Executive Officer |
|
|
|
|
| /s/ Robert J. George |
|
| Robert J. George |
|
| Chief Financial Officer |
|
Date: March 25, 2026