10-Q - WYY - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES<br>EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2020
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES<br>EXCHANGE ACT OF 1934
	For the transition period from __________________ to<br>___________________

Commission File Number: 001-33035

WidePoint Corporation
(Exact name of Registrant as specified in its charter)
Delaware	52-2040275
---	---
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
11250 Waples Mill Road, South Tower 210, Fairfax, Virginia<br>22030
---
(Address of principal executive offices) (Zip Code)
(703) 349-2577
---
(Registrant’s telephone number, including area<br>code)

Securities Registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Common Stock, $0.001 par value per share	WYY	NYSE<br>American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br>accelerated filer ☐	Accelerated<br>filer ☐
Non-accelerated<br>filer ☐	Smaller<br>reporting company ☑<br><br><br>Emerging<br>growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of November 16, 2020, there were 8,458,734 shares of the registrant’s Common Stock issued and outstanding.

WIDEPOINT CORPORATION

INDEX

Part<br>I	FINANCIAL<br>INFORMATION	Page<br>No.
	Condensed<br>Consolidated Financial Statements	2
	Condensed<br>Consolidated Statements of Operations for the three and nine month<br>periods ended September 30, 2020 and 2019<br>(unaudited)	2
	Condensed<br>Consolidated Statements of Comprehensive Income for the three and<br>nine month periods ended September 30, 2020 and 2019<br>(unaudited)	3
	Condensed<br>Consolidated Balance Sheets as of September 30, 2020 and December<br>31, 2019 (unaudited)	4
	Condensed<br>Consolidated Statements of Cash Flows for the nine month periods<br>ended September 30, 2020 and 2019 (unaudited)	5
	Condensed<br>Consolidated Statements of Changes in Stockholders’ Equity<br>for the three and nine month periods ended September 30, 2020 and<br>2019 (unaudited)	7
	Notes to Condensed<br>Consolidated Financial Statements (unaudited)	8
Item<br>2.	Management's<br>Discussion and Analysis of Financial Condition and<br>Results<br>of Operations	19
Item<br>3.	Quantitative and<br>Qualitative Disclosures About Market Risk	25
Item<br>4.	Controls and<br>Procedures	26
Part II.	OTHER INFORMATION
Item<br>1.	Legal<br>Proceedings	26
Item<br>1A.	Risk<br>Factors	26
Item<br>2.	Unregistered Sales<br>of Equity Securities and Use of Proceeds	26
Item<br>3.	Default Upon Senior<br>Securities	27
Item<br>4.	Mine Safety<br>Disclosures	27
Item<br>5.	Other<br>Information	27
Item<br>6.	Exhibits	27
SIGNATURES		28
CERTIFICATIONS		29

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

WIDEPOINT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	THREE MONTHS<br>ENDED		NINE MONTHS<br>ENDED
	SEPTEMBER<br>30,		SEPTEMBER<br>30,
	2020	2019	2020	2019
	(Unaudited)
REVENUES	$57,506,561	$29,616,940	$151,955,707	$73,626,995
COST OF REVENUES<br>(including amortization and depreciation of
$130,559, $233,033,<br>$432,327, and $698,192, respectively)	51,888,205	25,302,919	136,314,439	61,002,387
GROSS<br>PROFIT	5,618,356	4,314,021	15,641,268	12,624,608
OPERATING<br>EXPENSES
Sales and<br>marketing	500,015	406,683	1,431,930	1,215,556
General and<br>administrative expenses (including share-based
compensation of<br>$160,056, $163,451, $650,924 and $536,828,<br>respectively)	3,684,344	3,372,269	10,887,952	10,070,383
Depreciation and<br>amortization	285,181	246,293	814,813	730,905
Total operating<br>expenses	4,469,540	4,025,245	13,134,695	12,016,844
INCOME FROM<br>OPERATIONS	1,148,816	288,776	2,506,573	607,764
OTHER (EXPENSE)<br>INCOME
Interest<br>income	94	40	3,119	4,761
Interest<br>expense	(69,582)	(78,066)	(227,889)	(230,983)
Other<br>income	118	5,324	458	5,324
Total other<br>expense	(69,370)	(72,702)	(224,312)	(220,898)
INCOME BEFORE<br>INCOME TAX PROVISION	1,079,446	216,074	2,282,261	386,866
INCOME TAX<br>PROVISION	12,483	32,364	242,783	126,816
NET<br>INCOME	$1,066,963	$183,710	$2,039,478	$260,050
BASIC EARNINGS PER<br>SHARE	$0.13	$0.02	$0.24	$0.03
BASIC<br>WEIGHTED-AVERAGE SHARES OUTSTANDING	8,450,843	8,423,435	8,409,114	8,401,405
DILUTED EARNINGS<br>PER SHARE	$0.13	$0.02	$0.24	$0.03
DILUTED<br>WEIGHTED-AVERAGE SHARES OUTSTANDING	8,527,309	8,427,183	8,463,561	8,405,152

The accompanying notes are an integral part of these condensed consolidated financial statements.

WIDEPOINT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	THREE MONTHS<br>ENDED		NINE MONTHS<br>ENDED
	SEPTEMBER<br>30,		SEPTEMBER<br>30,
	2020	2019	2020	2019
	(Unaudited)
NET<br>INCOME	$1,066,963	$183,710	$2,039,478	$260,050
Other<br>comprehensive income (loss):
Foreign<br>currency translation adjustments, net of tax	64,890	(50,411)	55,159	(65,698)
Other<br>comprehensive income (loss)	64,890	(50,411)	55,159	(65,698)
COMPREHENSIVE<br>INCOME	$1,131,853	$133,299	$2,094,637	$194,352

The accompanying notes are an integral part of these condensed consolidated financial statements.

WIDEPOINT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	DECEMBER<br>31,
	2019

ASSETS
CURRENT<br>ASSETS
Cash<br>and cash equivalents	$6,879,627
Accounts<br>receivable, net of allowance for doubtful accounts
of<br>119,248 and 126,235 in 2020 and 2019, respectively	14,580,928
Unbilled<br>accounts receivable	13,976,958
Other<br>current assets	1,094,847
Total<br>current assets	36,532,360
NONCURRENT<br>ASSETS
Property<br>and equipment, net	681,575
Operating<br>lease right of use asset, net	5,932,769
Intangibles,<br>net	2,450,770
Goodwill	18,555,578
Other<br>long-term assets	140,403
Total<br>assets	$64,293,455
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT<br>LIABILITIES
Accounts<br>payable	$13,581,822
Accrued<br>expenses	14,947,981
Deferred<br>revenue	2,265,067
Current<br>portion of operating lease liabilities	599,619
Current<br>portion of other term obligations	133,777
Total<br>current liabilities	31,528,266
NONCURRENT<br>LIABILITIES
Operating<br>lease liabilities, net of current portion	5,593,649
Deferred<br>revenue, net of current portion	363,560
Deferred<br>tax liability	1,868,562
Total<br>liabilities	39,354,037
Commitments<br>and contingencies	-
STOCKHOLDERS'<br>EQUITY
Preferred<br>stock, 0.001 par value; 10,000,000 shares
authorized;<br>2,045,714 shares issued and none outstanding	-
Common<br>stock, 0.001 par value; 30,000,000 shares
authorized;<br>8,458,734 and 8,386,145 shares
issued<br>and outstanding, respectively	83,861
Additional<br>paid-in capital	95,279,114
Accumulated<br>other comprehensive loss	(242,594)
Accumulated<br>deficit	(70,180,963)
Total<br>stockholders’ equity	24,939,418
Total<br>liabilities and stockholders’ equity	$64,293,455

All values are in US Dollars.

The accompanying notes are an integral part of these condensed consolidated financial statements.

WIDEPOINT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	NINE MONTHS<br>ENDED
	SEPTEMBER<br>30,
	2020	2019
	(Unaudited)
CASH FLOWS FROM<br>OPERATING ACTIVITIES
Net<br>income	$2,039,478	$260,050
Adjustments to<br>reconcile net income to net cash provided by
(used in) operating<br>activities:
Deferred income tax<br>expense	236,115	82,237
Depreciation<br>expense	870,175	832,651
Provision for<br>doubtful accounts	571	23,460
Amortization of<br>intangibles	376,965	596,446
Amortization of<br>deferred financing costs	1,667	3,750
Share-based<br>compensation expense	650,924	536,828
Changes in assets<br>and liabilities:
Accounts receivable<br>and unbilled receivables	(17,870,622)	330,286
Inventories	(2,151)	65,161
Prepaid expenses<br>and other current assets	131,403	128,468
Other<br>assets	18,334	61,661
Accounts payable<br>and accrued expenses	19,588,012	2,487,865
Income tax<br>payable	(40,747)	6,133
Deferred revenue<br>and other liabilities	(4,295)	37,535
Net cash provided<br>by operating activities	5,995,829	5,452,531
CASH FLOWS FROM<br>INVESTING ACTIVITIES
Purchases of<br>property and equipment	(225,883)	(214,072)
Capitalized<br>software development costs	(752,837)	(146,767)
Net cash used in<br>investing activities	(978,720)	(360,839)
CASH FLOWS FROM<br>FINANCING ACTIVITIES
Advances on bank<br>line of credit	1,895,659	6,354,455
Repayments of bank<br>line of credit advances	(1,895,659)	(6,354,455)
Principal<br>repayments under finance lease obligations	(452,841)	(356,924)
Debt<br>issuance costs	-	(5,000)
Common stock<br>repurchased	(10,113)	-
Offering costs for<br>the issuance of common stock/At-the-market offering	(131,436)	-
Net cash used in<br>financing activities	(594,390)	(361,924)
Net<br>effect of exchange rate on cash and equivalents	70,556	(62,043)
NET INCREASE IN<br>CASH AND CASH EQUIVALENTS	4,493,275	4,667,725
CASH AND CASH<br>EQUIVALENTS, beginning of period	6,879,627	2,431,892
CASH AND CASH<br>EQUIVALENTS, end of period	$11,372,902	$7,099,617

The accompanying notes are an integral part of these condensed consolidated financial statements.

WIDEPOINT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

	NINE MONTHS<br>ENDED
	SEPTEMBER<br>30,
	2020	2019
	(Unaudited)
SUPPLEMENTAL CASH<br>FLOW INFORMATION
Cash paid for<br>interest	$229,795	$213,233
Cash paid for<br>income taxes	$-	$8,857
NONCASH INVESTING<br>AND FINANCING ACTIVITIES
Insurance policies<br>financed by short term notes payable	$-	$77,386
Cashless exercise<br>of stock options	$169	$-
Leased assets<br>obtained in exchange for new lease liabilities	$943,290	$-

The accompanying notes are an integral part of these condensed consolidated financial statements.

WIDEPOINT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

			Additional
	Common<br>Stock		Paid-In	Accumulated	Accumulated
	Issued	Amount	Capital	OCI	Deficit	Total
	(Unaudited)
Balance, January 1,<br>2019	8,411,245	$84,113	$94,926,560	$(186,485)	$(70,407,218)	$24,416,970
Stock compensation expense<br>—
restricted	-	-	16,737	-	-	16,737
Stock compensation expense<br>—
non-qualified stock<br>options	-	-	72,529	-	-	72,529
Foreign currency translation<br>—
(loss)	-	-	-	(29,282)	-	(29,282)
Net income	-	-	-	-	384,101	384,101
Balance, March 31,<br>2019	8,411,245	$84,113	$95,015,826	$(215,767)	$(70,023,117)	$24,861,055
Issuance of common stock<br>—
restricted	66,274	663	(663)	-	-	-
Stock compensation expense<br>—
restricted	-	-	180,863	-	-	180,863
Stock compensation expense<br>—
non-qualified stock<br>options	-	-	103,248	-	-	103,248
Foreign currency translation<br>—
gain	-	-	-	13,995	-	13,995
Net loss	-	-	-	-	(307,761)	(307,761)
Balance, June 30,<br>2019	8,477,519	$84,776	$95,299,274	$(201,772)	$(70,330,878)	$24,851,400
Stock compensation expense<br>—
restricted	-	-	91,826	-	-	91,826
Stock compensation expense<br>—
non-qualified stock<br>options	-	-	71,625	-	-	71,625
Foreign currency translation<br>—
(loss)	-	-	-	(50,411)	-	(50,411)
Net Income	-	-	-	-	183,710	183,710
Balance, September 30,<br>2019	8,477,519	$84,776	$95,462,725	$(252,183)	$(70,147,168)	$25,148,150
			Additional
---	---	---	---	---	---	---
	Common<br>Stock		Paid-In	Accumulated	Accumulated
	Issued	Amount	Capital	OCI	Deficit	Total
	(Unaudited)
Balance, January<br>1, 2020	8,386,145	$83,861	$95,279,114	$(242,594)	$(70,180,963)	$24,939,418
Common stock repurchased	(2,416)	(24)	(10,089)			(10,113)
Stock<br>compensation expense —
restricted	-	-	254,499	-	-	254,499
Stock<br>compensation expense —
non-qualified<br>stock options	-	-	26,942	-	-	26,942
Foreign currency<br>translation —
(loss)	-	-	-	(37,330)	-	(37,330)
Net<br>income	-	-	-	-	483,888	483,888
Balance, March<br>31, 2020	8,383,729	$83,837	$95,550,466	$(279,924)	$(69,697,075)	$25,657,304
Issuance of<br>common stock —
restricted	58,123	581	(581)	-	-	-
Stock<br>compensation expense —
restricted	-		182,928	-	-	182,928
Stock<br>compensation expense —
non-qualified<br>stock options	-	-	26,499	-	-	26,499
Foreign currency<br>translation —
gain	-	-	-	27,599	-	27,599
Net<br>income	-	-	-		488,627	488,627
Balance, June<br>30, 2020	8,441,852	$84,418	$95,759,312	$(252,325)	$(69,208,448)	$26,382,957
Issuance of<br>common stock —
options<br>exercises	16,882	169	(169)	-	-	-
Stock<br>compensation expense —
restricted	-	-	133,266	-	-	133,266
Stock<br>compensation expense —
non-qualified<br>stock options	-	-	26,790	-	-	26,790
Foreign currency<br>translation —
gain	-	-	-	64,890	-	64,890
Net<br>Income	-	-	-		1,066,963	1,066,963
Balance,<br>September 30, 2020	8,458,734	$84,587	$95,919,199	$(187,435)	$(68,141,485)	$27,674,866

The accompanying notes are an integral part of these condensed consolidated financial statements.

WIDEPOINT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Organization and Nature of Operations

Organization

WidePoint Corporation (“WidePoint” or the “Company”) was incorporated in Delaware on May 30, 1997 and conducts operations through its wholly-owned operating subsidiaries throughout the continental United States, Ireland, the Netherlands and the United Kingdom. The Company’s principal executive and administrative headquarters is located in Fairfax, Virginia.

Nature of Operations

The Company is a leading provider of trusted mobility management (TM2). The Company’s TM2 platform and service solutions enable its customers to efficiently secure, manage and analyze the entire lifecycle of their mobile communications assets through its federally compliant platform Intelligent Telecommunications Management System (ITMS™). The Company’s ITMS™ platform is SSAE 18 compliant and was granted an Authority to Operate by the U.S. Department of Homeland Security and the U.S. Department of Commerce. Additionally, the Company was granted an Authority to Operate by the General Services Administration with regard to its identity credentialing component of its TM2 platform. The Company’s TM2 platform is internally hosted and accessible on-demand through a secure customer portal that is specially configured for each customer. The Company can deliver these solutions in a number of configurations ranging from utilizing the platform as a service to a full-service solution that includes full lifecycle support for all end users and the organization.

The Company derives a significant amount of its revenues from contracts funded by federal government agencies for which WidePoint’s subsidiaries act in the capacity as the prime contractor, or as a subcontractor. The Company believes that contracts with federal government agencies will be the primary source of revenues for the foreseeable future. External factors outside of the Company’s control such as delays and/or a change in government administrations, budgets and other political matters that may impact the timing and commencement of such work could result in variations in operating results and directly affect the Company’s financial performance. Successful contract performance and variation in the volume of activity as well as in the number of contracts commenced or completed during any quarter may cause significant variations in operating results from quarter to quarter.

A significant portion of the Company’s expenses, such as personnel and facilities costs, are fixed in the short term and may not be easily modified to manage through changes in the Company’s market place that may create pressure on pricing and/or costs to deliver its services.

The Company has periodic capital expense requirements to maintain and upgrade its internal technology infrastructure tied to its hosted solutions and other such costs may be significant when incurred in any given quarter.

COVID-19

The coronavirus (“COVID-19”) pandemic has created significant macroeconomic uncertainty, volatility and disruption. The assessment of how COVID-19 will impact our business is on-going and encompasses all aspects of our business, including how COVID-19 will impact our customers, employees, subcontractors, business partners and the capital markets. Although the Company did not experience significant disruptions during the nine months ended September 30, 2020, we are unable to fully predict the impact the COVID-19 pandemic will have on our future financial position, results of operations, or cash flows.

Additionally, changes in spending policies, budget priorities and funding levels are a key factor influencing the purchasing levels of government customers. With the current COVID-19 pandemic, future budget priorities and funding levels for these customers may be adversely affected.

Basis of Presentation and Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements as of September 30, 2020 and for each of the three and nine month periods ended September 30, 2020 and 2019, respectively, included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to such regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. It is the opinion of management that all adjustments (which include normal recurring adjustments) necessary for a fair statement of financial results are reflected in the financial statements for the interim periods presented. The condensed consolidated balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three and nine month periods ended September 30, 2020 are not necessarily indicative of the operating results for the full year.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and acquired entities since their respective dates of acquisition. All significant inter-company amounts were eliminated in consolidation.

Common Stock Reverse Split

On October 23, 2020, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of Delaware to effect a one-for-ten reverse stock split of the shares of the Company’s common stock, effective as of 5:00 pm Eastern Time on November 6, 2020. The Certificate of Amendment also decreased the number of authorized shares of the Company’s common stock from 110,000,000 to 30,000,000. All share, restricted stock awards (“RSA”) and per share information has been retroactively adjusted to reflect the reverse stock split.

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 income, a component of stockholders’ equity. Translation adjustments are reclassified to earnings upon the sale or substantial liquidation of investments in foreign operations. Revenues and expenses are translated at the average month-end exchange rates during the year. Gains and losses related to transactions in a currency other than the functional currency, including operations outside the U.S. where the functional currency is the U.S. dollar, are reported net in the Company’s condensed consolidated statements of operations, depending on the nature of the activity.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring use of estimates and judgment relate to revenue recognition, accounts receivable valuation reserves, ability to realize intangible assets and goodwill, ability to realize deferred income tax assets, fair value of certain financial instruments and the evaluation of contingencies and litigation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. There were no significant changes in accounting estimates used by management during the quarter.

Segment Reporting

Our TM2 solution offerings comprise an overall single business from which the Company earns revenues and incurs costs. The Company’s TM2 solution offerings are centrally managed and reported on that basis to its Chief Operating Decision Maker who evaluates its business as a single segment. See Note 14 for detailed information regarding the composition of revenues.

Significant Accounting Policies

There were no significant changes in the Company’s significant accounting policies during the first nine months of 2020 from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 24, 2020.

Accounting Standards under Evaluation

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“Topic 326”). Topic 326 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. This ASU update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. This update is effective for the company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of the pending adoption of this new standard on its consolidated financial statements.

Accounts Receivable and Significant Concentrations

A significant portion of the Company’s receivables are billed under firm fixed price contracts with agencies of the U.S. federal government and similar pricing structures with several corporations. Accounts receivable consist of the following by customer type in the table below as of the periods presented:

	SEPTEMBER 30,	DECEMBER<br>31,
	2020	2019
	(Unaudited)
Government<br>(1)	$29,569,252	$12,604,582
Commercial<br>(2)	2,019,530	2,102,581
Gross accounts<br>receivable	31,588,782	14,707,163
Less: allowances<br>for doubtful
accounts<br>(3)	119,248	126,235
Accounts<br>receivable, net	$31,469,534	$14,580,928

(1) Government contracts are generally firm fixed price not to exceed arrangements with a term of five (5) years, which consists of a base year and four (4) annual option year renewals. Government receivables are billed under a single consolidated monthly invoice and are billed approximately thirty (30) to sixty (60) days in arrears from the date of service and payment is generally due within thirty (30) days of the invoice date. Government accounts receivable payments could be delayed due to administrative processing delays by the government agency, continuing budget resolutions that may delay availability of contract funding, and/or administrative only invoice correction requests by contracting officers that may delay payment processing by our government customers.

(2) Commercial contracts are generally fixed price arrangements with contract terms ranging from two (2) to three (3) years. Commercial accounts receivables are billed based on the underlying contract terms and conditions which generally have repayment terms that range from thirty (30) to ninety (90) days. Commercial receivables are stated at amounts due from customers net of an allowance for doubtful accounts if deemed necessary.

(3) For the nine months ended September 30, 2020, the Company did not recognize any material provisions for bad debt, write-offs or recoveries of existing provisions for bad debt. The Company has not historically maintained a bad debt reserve for its government customers as it has not experienced material or recurring bad debt charges and the nature and size of the contracts has not necessitated the Company’s establishment of such a bad debt reserve.

Significant Concentrations

The following table presents customers that represent ten (10) percent or more of consolidated trade accounts receivable as of the dates presented below:

	SEPTEMBER 30,	DECEMBER<br>31,
	2020	2019
	As a %<br>of	As a %<br>of
Customer<br>Name	Receivables	Receivables
	(Unaudited)
National<br>Aeronautics and Space Administration	--	21%
U.S. Census<br>Bureau	68%	18%

The following table presents customers that represent ten (10) percent or more of consolidated revenues in the current and/or comparative periods:

	THREE MONTHS<br>ENDED		NINE MONTHS<br>ENDED
	SEPTEMBER<br>30,		SEPTEMBER<br>30,
	2020	2019	2020	2019
	As a %<br>of	As a %<br>of	As a %<br>of	As a %<br>of
Customer Name	Revenues	Revenues	Revenues	Revenues
	(Unaudited)
U.S. Immigration<br>and Customs Enforcement	--	12%	--	14%
U.S. Customs Border<br>Patrol	--	14%	--	12%
U.S. Transportation<br>Safety Administration	10%	--	--	--
U.S. Census<br>Bureau	61%	16%	54%	--

Unbilled Accounts Receivable

Unbilled accounts receivable represent revenues earned but not invoiced to the customer at the balance sheet date due to either timing of invoice processing or delays due to fixed contractual billing schedules. A significant portion of our unbilled accounts receivable consist of carrier services and hardware and software products delivered but not invoiced at the end of the reporting period.

The following table presents customers that represent ten (10) percent or more of consolidated unbilled accounts receivable as of the dates presented below:

	SEPTEMBER 30,	DECEMBER<br>31,
	2020	2019
	As a %<br>of	As a %<br>of
Customer<br>Name	Receivables	Receivables
	(Unaudited)
U.S.<br>Immigration and Customs Enforcement	18%	24%
U.S. Census<br>Bureau	--	23%

Other Current Assets and Accrued Expenses

Other current assets consisted of the following as of the dates presented below:

	SEPTEMBER 30,	DECEMBER<br>31,
	2020	2019
	(Unaudited)
Inventories	$216,058	$213,713
Prepaid rent,<br>insurance and other assets	883,715	881,134
Total other current<br>assets	$1,099,773	$1,094,847

Accrued expenses consisted of the following as of the dates presented below:

	SEPTEMBER 30,	DECEMBER<br>31,
	2020	2019
	(Unaudited)
Carrier service<br>costs	$13,596,460	$12,274,440
Salaries and<br>payroll taxes	2,728,088	1,781,628
Inventory<br>purchases, consultants and other costs	1,006,107	834,131
Severance<br>costs	7,612	7,612
U.S. income tax<br>payable	3,670	8,850
Foreign income tax<br>payable	6,110	41,320
Total accrued<br>expenses	$17,348,047	$14,947,981

Property and Equipment

Major classes of property and equipment consisted of the following as of the dates presented below:

	SEPTEMBER 30,	DECEMBER<br>31,
	2020	2019
	(Unaudited)
Computer hardware<br>and software	$2,216,824	$2,041,978
Furniture and<br>fixtures	452,117	399,521
Leasehold<br>improvements	298,080	299,340
Automobiles	30,063	56,800
Gross property and<br>equipment	2,997,084	2,797,639
Less: accumulated<br>depreciation and
amortization	2,377,311	2,116,064
Property and<br>equipment, net	$619,773	$681,575

During the three and nine month periods ended September 30, 2020, property and equipment depreciation expense was approximately $117,000 and $328,300, respectively, as compared to $142,600 and $417,400, respectively, for the three and nine month periods ended September 30, 2019.

During the nine month periods ended September 30, 2020 and 2019, there were no material disposals of owned property and equipment.

There were no changes in the estimated useful lives used to depreciate property and equipment during the three and nine month periods ended September 30, 2020 and 2019.

Goodwill and Intangible Assets

The Company has recorded goodwill of $18,555,578 as of September 30, 2020. There were no changes in the carrying amount of goodwill during the nine month period ended September 30, 2020.

Intangible assets consists of the following:

	SEPTEMBER 30,<br>2020
		(unaudited)
	Gross<br>Carrying	Accumulated	Net<br>Book
	Amount	Amortization	Value
Customer<br>Relationships	$1,980,000	$(1,980,000)	$-
Channel<br>Relationships	2,628,080	(1,124,234)	1,503,846
Internally<br>Developed Software	1,629,772	(1,223,512)	406,260
Trade<br>Name and Trademarks	290,472	(124,258)	166,214
	$6,528,324	$(4,452,004)	$2,076,320

	DECEMBER 31,<br>2019
	Gross<br>Carrying	Accumulated	Net<br>Book
	Amount	Amortization	Value
Customer<br>Relationships	$1,980,000	$(1,980,000)	$-
Channel<br>Relationships	2,628,080	(992,830)	1,635,250
Internally<br>Developed Software	1,623,122	(988,340)	634,782
Trade<br>Name and Trademarks	290,472	(109,734)	180,738
	$6,521,674	$(4,070,904)	$2,450,770

For the three and nine month periods ended September 30, 2020, the Company capitalized $234,000 and $753,000, respectively, of internally developed software costs, primarily associated with upgrading our ITMS™ (Intelligent Telecommunications Management System), secure identity management technology and network operations center. For the three and nine month periods ended September 30, 2019, the Company capitalized internally developed software costs of approximately $21,000 and $146,800, respectively, related to costs associated with our next generation TDI Optimiser™ application. There were no disposals of intangible assets during the three month periods ended September 30, 2020 and 2019.

The aggregate amortization expense recorded for the three month periods ended September 30, 2020 and 2019 were approximately $125,700 and $198,800, respectively. The aggregate amortization expense recorded for the nine month periods ended September 30, 2020 and 2019 were approximately $377,00 and $596,500, respectively The total weighted remaining average life of all purchased intangible assets and internally developed software costs was approximately 4.3 years and 1.0 year, respectively, at September 30, 2020.

As of September 30, 2020, estimated annual amortization for our intangible assets for each of the next five years is approximately:

Remainder<br>of 2020	$77,270
2021	333,714
2022	202,021
2023	194,570
2024	194,570
Thereafter	1,074,175
Total	$2,076,320

Lease Modification

The Company entered into a lease amendment, effective July 24, 2020, for additional office space and a one year extension of the original lease term. The Company accounted for the lease amendment under the lease modification guidance in ASC 842, Leases. As a result, the Company re-measured its lease liability and recognized an additional lease liability and corresponding right-of-use asset of $943,290. The lease liability was discounted using the Company’s incremental borrowing rate of 3.5%.

Line of Credit

On June 15, 2017, the Company entered into a Loan and Security Agreement with Atlantic Union Bank (formerly known as Access National Bank) (the “Loan Agreement”). The Loan Agreement provides for a $5.0 million working capital revolving line of credit.

Effective, April 30, 2020, the Company entered into a fifth modification agreement (“Modification Agreement”) with Atlantic Union Bank to amend the existing Loan Agreement. The Modification Agreement extended the maturity date of the facility from April 30, 2020 through April 30, 2021 and changed the variable interest rate from the Wall Street Journal prime rate plus 0.50% to the Wall Street Journal prime rate plus 0.25%.

The Loan Agreement requires that the Company meet the following financial covenants on a quarterly basis: (i) maintain a minimum adjusted tangible net worth of at least $2.0 million, (ii) maintain minimum consolidated EBITDA of at least two times interest expense and (iii) maintain a current ratio of 1.10:1.

The available amount under the working capital line of credit is subject to a borrowing base, which is equal to the lesser of (i) $5.0 million or (ii) 70% of the net unpaid balance of the Company’s eligible accounts receivable. The facility is secured by a first lien security interest on all of the Company’s personal property, including its accounts receivable, general intangibles, inventory and equipment maintained in the United States. As of September 30, 2020, the Company was eligible to borrow up to $4.9 million under the borrowing base formula.

10.

Income Taxes

The Company files U.S. federal income tax returns with the Internal Revenue Service (“IRS”) as well as income tax returns in various states and certain foreign countries. The Company may be subject to examination by the IRS or various state taxing jurisdictions for tax years 2003 and forward. The Company may be subject to examination by various foreign countries for tax years 2014 forward. As of September 30, 2020, the Company was not under examination by the IRS, any state or foreign tax jurisdiction. The Company did not have any unrecognized tax benefits at either September 30, 2020 or December 31, 2019. In the future if applicable, any interest and penalties related to uncertain tax positions will be recognized in income tax expense.

As of September 30, 2020, the Company had approximately $37.5 million in net operating loss (NOL) carry forwards available to offset future taxable income for federal income tax purposes, net of the potential Section 382 limitations. These federal NOL carry forwards expire between 2020 and 2037. Included in the recorded deferred tax asset, the Company had a benefit of approximately $39.5 million available to offset future taxable income for state income tax purposes. These state NOL carry forwards expire between 2024 and 2036. Because of the change of ownership provisions of the Tax Reform Act of 1986, use of a portion of our domestic NOL may be limited in future periods. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities.

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Under existing income tax accounting standards such objective evidence is more heavily weighted in comparison to other subjective evidence such as our projections for future growth, tax planning and other tax strategies. A significant piece of objective negative evidence considered in management’s evaluation of the realizability of its deferred tax assets was the existence of cumulative losses over the latest three-year period. Management forecast future taxable income, but concluded that there may not be enough of a recovery before the end of the fiscal year to overcome the negative objective evidence of three years of cumulative losses. On the basis of this evaluation, management has recorded a valuation allowance against all deferred tax assets. If management’s assumptions change and we determine we will be able to realize these deferred tax assets, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be accounted for as a reduction of income tax expense.

11.

Stockholders’ Equity

Common Stock

The Company is authorized to issue 30,000,000 shares of common stock, $.001 par value per share. As of September 30, 2020, there were 8,458,734 shares issued and outstanding. During the nine month period ended September 30, 2020, the Company granted 231,868 restricted stock awards (RSAs), of which 173,745 remain unvested. During the three and nine month periods ended September 30, 2019, 18,333 shares and 40,524 shares, respectively, of common stock vested in accordance with the vesting terms of RSAs.

During the nine months ended September 30, 2020, 75,000 stock options were exercised on a cashless basis for an aggregate issuance of 16,882 shares of the Company’s common stock.

At The Market Offering Agreement

On August 18, 2020, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley FBR”), The Benchmark Company, LLC (“Benchmark”) and Spartan Capital Securities, LLC (“Spartan”, and together with B. Riley FBR and Benchmark, the “Sales Agents”) which establishes an at-the-market equity program pursuant to which the Company may offer and sell shares of our common stock, par value $0.001 per share, from time to time as set forth in the Sales Agreement. The Sales Agreement provides for the sale of shares of the Company’s common stock (“Shares”) having an aggregate offering price of up to $24,000,000.

The Sales Agreement will terminate upon the earlier of sale of all of the Shares under the Sales Agreement or termination of the Sales Agreement as permitted. During the nine months ended September 30, 2020, the Company has incurred $131,436 of offering costs.

The Company has no obligation to sell any of the Shares, and, at any time, we may suspend offers under the Sales Agreement or terminate the Sales Agreement. The Company sold no shares during the three months ended September 30, 2020 and has capacity of $24.0 million under the Sales Agreement as of September 30, 2020.

12.

Share-based Compensation

Share-based compensation (including restricted stock awards) represents both stock options based expense and stock grant expense. The following table sets forth the composition of stock compensation expense included in general and administrative expense for the periods then ended:

	THREE MONTHS<br>ENDED		NINE MONTHS<br>ENDED
	SEPTEMBER<br>30		SEPTEMBER<br>30
	2020	2019	2020	2019
	(Unaudited)
Restricted stock<br>compensation expense	$133,266	$91,826	$570,693	$289,426
Non-qualified<br>option stock compensation expense	26,790	71,625	80,231	247,402
Total share-based<br>compensation before taxes	$160,056	$163,451	$650,924	$536,828

At September 30, 2020, the Company had approximately $584,082 of total unrecognized share-based compensation expense, net of estimated forfeitures, related to share-based compensation that will be recognized over the weighted average remaining period of 1.0 year.

13.

Earnings Per Common Share (EPS)

The computations of basic and diluted earnings per share were as follows for the periods presented below:

	THREE MONTHS<br>ENDED		NINE MONTHS<br>ENDED
	SEPTEMBER<br>30,		SEPTEMBER<br>30,
	2020	2019	2020	2019
	(Unaudited)
Basic<br>Earnings Per Share Computation:
Net<br>income	$1,066,963	$183,710	$2,039,478	$260,050
Weighted average<br>number of common shares	8,450,843	8,423,435	8,409,114	8,401,405
Basic Earnings Per<br>Share	$0.13	$0.02	$0.24	$0.03
Diluted<br>Earnings Per Share Computation:
Net<br>income	$1,066,963	$183,710	$2,039,478	$260,050
Weighted average<br>number of common shares	8,450,843	8,423,435	8,409,114	8,401,405
Incremental shares<br>from assumed conversions
of dilutive<br>securities	76,466	3,747	54,447	3,747
Adjusted weighted<br>average number of
common<br>shares	8,527,309	8,427,183	8,463,561	8,405,152
Diluted Earnings<br>Per Share	$0.13	$0.02	$0.24	$0.03

14.

Revenue from Contracts with Customers

The following table was prepared to provide additional information about the composition of revenues from contracts with customers for the periods presented:

	THREE MONTHS<br>ENDED		NINE MONTHS<br>ENDED
	SEPTEMBER<br>30,		SEPTEMBER<br>30,
	2020	2019	2020	2019
	(Unaudited)
Carrier<br>Services	$45,029,563	$20,576,193	$118,116,987	$48,943,134
Managed<br>Services	12,476,998	9,040,747	33,838,720	24,683,861
	$57,506,561	$29,616,940	$151,955,707	$73,626,995

The Company recognized revenues from contracts with customers for the following customer types as set forth below:

	THREE MONTHS<br>ENDED		NINE MONTHS<br>ENDED
	SEPTEMBER<br>30,		SEPTEMBER<br>30,
	2020	2019	2020	2019
	(Unaudited)
U.S.<br>Federal Government	$54,067,651	$25,734,891	$138,942,101	$62,339,060
U.S.<br>State and Local Governments	24,969	112,108	76,255	354,289
Foreign<br>Governments	40,906	15,334	106,812	84,231
Commercial<br>Enterprises	3,373,035	3,754,607	12,830,539	10,849,415
	$57,506,561	$29,616,940	$151,955,707	$73,626,995

The Company recognized revenues from contracts with customers in the following geographic regions:

	THREE MONTHS<br>ENDED		NINE MONTHS<br>ENDED
	SEPTEMBER<br>30,		SEPTEMBER<br>30,
	2020	2019	2020	2019
	(Unaudited)
North<br>America	$56,407,094	$28,563,085	$148,655,842	$70,294,212
Europe	1,099,467	1,053,855	3,299,865	3,332,783
	$57,506,561	$29,616,940	$151,955,707	$73,626,995

During the three months ended September 30, 2020 and 2019, we recognized approximately $350,400 and $312,500, respectively, of revenue related to amounts that were included in deferred revenue as of December 31, 2019 and 2018, respectively.

During the nine months ended September 30, 2020 and 2019, we recognized approximately $1.6 million and $1.6 million, respectively, of revenue related to amounts that were included in deferred revenue as of December 31, 2019 and 2018, respectively.

15.

Commitments and Contingencies

The Company has employment agreements with certain senior executives that set forth compensation levels and provide for severance payments in certain instances.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 Form 10-Q 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 or development 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 impact of the COVID-19 pandemic on our business and operations;

●

Our ability to successfully execute our strategy;

●

Our ability to sustain profitability and positive cash flows;

●

Our ability to gain market acceptance for our products;

●

Our ability to win new contracts, execute contract extensions and expansion of services of existing contracts;

●

Our ability to re-win our Blanket Purchase Agreement with the Department of Homeland Security;

●

Our ability to compete with companies that have greater resources than us;

●

Our ability to penetrate the commercial sector to expand our business;

●

Our ability to borrow funds against our credit facility and renew or replace our credit facility on favorable terms or at all;

●

Our ability to raise additional capital on favorable terms or at all; and

●

Our ability to retain key personnel.

●

Our ability to properly manage the wind down the Census 2020 project as we head into 2021.

●

The risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 24, 2020 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2020 filed with the SEC on May 14, 2020.

The forward-looking statements included in this Form 10-Q 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. Readers are cautioned not to put undue reliance on forward-looking statements. In this Quarterly Report on Form 10-Q, 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.

Business Overview

We are a leading provider of Trusted Mobility Management (TM2) that consists of federally certified communications management, identity management, and interactive bill presentment and analytics solutions. We help our clients achieve their organizational missions for mobility management and security objectives in this challenging and complex business environment.

We offer our TM2 solutions through a flexible managed services model 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 TM2 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 TM2 solutions enables our customers to be able to quickly expand or contract their mobility management requirements. Our TM2 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.

Revenue Mix

Our revenue mix fluctuates due to customer driven factors including: i) timing of technology and accessory refresh requirements from our customers; ii) onboarding of new customers that require carrier services; iii) subsequent decreases in carrier services as we optimize their data and voice usage; iv) delays in delivering products or services; and v) changes in control or leadership of our customers that lengthens our sales cycle, changes in laws or funding, among other circumstances that may unexpectedly change the revenue earned and/or duration of our services. As a result, our revenue will vary by quarter.

For additional information related to our business operations, see the description of our business set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 24, 2020.

Strategic Focus and Notable Events

We believe that demand for our TM2 solutions will continue to grow as public and private sectors seek to address the additional requirements for supporting a mobile workforce. We also believe that the current COVID-19 pandemic and the post pandemic environment will increase the need for WidePoint’s services as our customers and potential customers seek to manage, secure and gain visibility into their mobility assets as a result of a larger number of employees working remotely. Our longer-term strategic focus and goals are driven by our need to expand our critical mass so that we have more flexibility to fund investments in technology solutions and introduce new sales and marketing initiatives in order to expand our marketplace share and increase the breadth of our offerings in order to improve company sustainability and growth.

During fiscal 2020, we continue to be focused on the following key goals:

■

continued focus on selling high margin managed services,

■

growing our sales pipeline by investing in our business development and sales team assets,

■

pursuing additional opportunities with our key systems integrator partners,

■

improving our proprietary platform and products, which includes pursuing FedRAMP certification for ITMS™ and maintaining our ATOs with our federal government agencies, as well as upgrade our secure identity management technology,

■

working to successfully renew our existing U.S. Department of Homeland Security Blanket Purchase Agreement (DHS BPA), and

■

expanding our solution offerings into the commercial space.

Our longer-term goals include:

■

pursuing accretive and strategic acquisitions to expand our solutions and our customer base,

■

delivering new incremental offerings to add to our existing TM2 offering,

■

developing 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 of our TM2 offering and may 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.

During the nine months ended September 30, 2020, we accomplished the following:

●

Generated high double-digit growth in revenue and grew GAAP net income almost 5 times in the three months ended September 30, 2020, compared to the same quarter a year ago.

●

Responded to DHS CWMS 2.0 Single Award Indefinite-delivery Indefinite-Quantity (IDIQ) RFP. Completed submissions for Phase 1 and Phase 2 – (phase 1) written submission (including certification that we meet the minimum technical requirements) and (phase 2) pricing and oral presentation

●

Supported the COVID-19 delayed Census2020 Non-Response Follow-up (NRFU) (enumeration) in which over 600,000 devices were deployed to the field.

●

Began implementing State of Virginia ABC contract

●

Presented as the 9th Annual Gateway Conference

The COVID-19 pandemic continues to create significant macroeconomic uncertainty, volatility and disruption. The extent to which the COVID-19 pandemic continues to impact our business, results of operations, cash flows, financial condition and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration, severity and further spread of the outbreak, future resurgences and reimplementation of closures, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. We have mobilized our resources to help ensure the well-being and safety of our coworkers, business continuity, a strong capital position and adequate liquidity. Our efforts have included:

We continue to be focused on the well-being and safety of our coworkers, following guidelines from public health authorities and state and local governments. During the first quarter of 2020, we implemented precautions to help keep our coworkers healthy and safe, moving to remote work for our non-essential office coworkers, and implementing safety protocols at our credentialing office, logistics and call centers, including social distancing measures, additional personal protective equipment, enhanced facility cleanings, and temperature screening for anyone entering our offices and facilities. All of our facilities continue to be operational.

Results of Operations

Three Months Ended September 30, 2020 as Compared to Three Months Ended September 30, 2019

Revenues. Revenues for the three month period ended September 30, 2020 were approximately $57.5 million, an increase of approximately $27.8 million (or 94%), as compared to approximately $29.6 million in 2019. Our mix of revenues for the periods presented is set forth below:

	THREE MONTHS<br>ENDED
	SEPTEMBER<br>30,		Dollar
	2020	2019	Variance
	(Unaudited)
Carrier<br>Services	$45,029,570	$20,576,190	$24,453,380
Managed<br>Services:
Managed<br>Service Fees	9,954,284	7,225,858	2,728,426
Billable<br>Service Fees	2,236,590	1,091,330	1,145,260
Reselling<br>and Other Services	286,117	723,562	(437,445)
	12,476,991	9,040,750	3,436,241
	$57,506,561	$29,616,940	$27,889,621

Our carrier services increased primarily due to activities of the U.S. Department of Commerce contract supporting the 2020 Census, and the U.S. Citizenship and Immigration Services, partially offset by reduction in U.S. Customs Border Patrol and Department of Health and Human Services. The activities supporting the 2020 Census are scheduled to wind down in the fourth quarter of 2020, which will likely cause a reduction in carrier service revenue in future periods.

Our managed service fees increased due to expansion of managed services for existing government and commercial customers, as well as increases in sales of accessories to our government customers as compared to last year.

Billable service fee revenue increased as compared to last year due to ramp up of services delivered through our partnerships with large systems integrators as we complete a government project.

Reselling and other services decreased as compared to last year due to timing of large product resales. 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.

Cost of Revenues. Cost of revenues for the three month period ended September 30, 2020 were approximately $51.8 million (or 90% of revenues), as compared to approximately $25.3 million (or 85% of revenues) in 2019. The increase was driven by higher carrier services related to the U.S. Department of Commerce contract, accessories cost of sale and billable services labor cost as compared to last year.

Gross Profit. Gross profit for the three month period ended September 30, 2020 was approximately $5.6 million (or 10% of revenues), as compared to approximately $4.3 million (or 15% of revenues) in 2019. The decrease in gross profit percentage was driven by the increase in lower margin carrier services revenue. Our gross profit percentage will vary from quarter to quarter and could be negatively impacted due to recognition of low margin reselling transactions and expansion of carrier services with our U.S. federal government customers.

Sales and Marketing. Sales and marketing expense for the three month period ended September 30, 2020 was approximately $0.5 million (or 1% of revenues), as compared to approximately $0.4 million (or 1% of revenues) in 2019.

General and Administrative. General and administrative expenses for the three month period ended September 30, 2020 were approximately $3.7 million (or 6% of revenues), as compared to approximately $3.4 million (or 11% of revenues) in 2019. The increase in general and administrative expense reflects overhead and administrative costs to support the increased business.

Depreciation and Amortization. Depreciation and amortization expense for the three month period ended September 30, 2020 was approximately $285,100 as compared to approximately $246,300 in 2019. The increase in depreciation and amortization expense reflects the increase in our depreciable asset base.

Other (Expense) Income. Net other expense for the three month period ended September 30, 2020 was approximately $69,400 as compared to approximately an expense of $72,700 in 2019. The decrease in net expense substantially reflects lower interest expense related to less borrowings on the line of credit compared to prior year.

Income Taxes. Income tax expense for the three month period ended September 30, 2020 was approximately $12,500, as compared to $32,400 in 2019. Income taxes were accrued at an estimated effective tax rate of 1.2% for the three months ended September 30, 2020 compared to 15% for the three month ended period ended September 30, 2019, primarily due an increase in income before taxes compared to prior year.

Net Income. As a result of the cumulative factors annotated above, net income for the three month period ended September 30, 2020 was approximately $1.1 million, as compared to net income of approximately $183,700 in the same period last year.

Nine Months Ended September 30, 2020 as Compared to Nine Months Ended September 30, 2019

Revenues. Revenues for the nine month period ended September 30, 2020 were approximately $151.9 million, an increase of approximately $78.3 million (or 106%), as compared to approximately $73.6 million in 2019. Our mix of revenues for the periods presented is set forth below:

	NINE MONTHS<br>ENDED
	SEPTEMBER<br>30,		Dollar
	2020	2019	Variance
	(Unaudited)
Carrier<br>Services	$118,116,989	$48,943,143	$69,173,846
Managed<br>Services:
Managed<br>Service Fees	25,295,949	19,880,073	5,415,876
Billable<br>Service Fees	5,246,307	3,415,046	1,831,261
Reselling<br>and Other Services	3,296,462	1,388,733	1,907,729
	33,838,718	24,683,852	9,154,866
	$151,955,707	$73,626,995	$78,328,712

Our carrier services increased primarily due to activities of the U.S. Department of Commerce contract supporting the 2020 Census, and the U.S. Citizenship and Immigration Services, partially offset by reduction in U.S. Customs Border Patrol and Department of Health and Human Services. The activities supporting the 2020 Census is scheduled to wind down in the fourth quarter of 2020, which will likely cause a reduction in carrier service revenue in future periods.

Billable service fee revenue increased as compared to last year due to ramp up of services delivered through our partnerships with large systems integrators as we complete a government project.

Reselling and other services increased as compared to last year due to timing of large product resales. 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.

Cost of Revenues. Cost of revenues for the nine month period ended September 30, 2020 were approximately $136.3 million (or 90% of revenues), as compared to approximately $61.0 million (or 81% of revenues) in 2019. The increase was driven by higher carrier services related to the U.S. Department of Commerce contract, accessories cost of sale and cost of product resale as compared to last year.

Gross Profit. Gross profit for the nine month period ended September 30, 2020 was approximately $15.6 million (or 10% of revenues), as compared to approximately $12.6 million (or 19% of revenues) in 2019. The decrease in gross profit percentage was driven by the increase in lower margin carrier services and lower margin reselling during the nine months ended September 30, 2020. Our gross profit percentage will vary from quarter to quarter and could be negatively impacted due to recognition of low margin reselling transactions and expansion of carrier services with our U.S. federal government customers.

Sales and Marketing. Sales and marketing expense for the nine month period ended September 30, 2020 was approximately $1.4 million (or 1% of revenues), as compared to approximately $1.2 million (or 2% of revenues) in 2019, due to increased business development efforts.

General and Administrative. General and administrative expenses for the nine month period ended September 30, 2020 were approximately $10.8 million (or 7% of revenues), as compared to approximately $10.0 million (or 15% of revenues) in 2019. The increase in general and administrative expense reflects overhead and administrative costs to support the increased business as well as an increase in share-based compensation expense compared to last year.

Depreciation and Amortization. Depreciation and amortization expense for the nine month period ended September 30, 2020 was approximately $814,800 as compared to approximately $730,900 in 2019. The increase in depreciation and amortization expense reflects the increase in our depreciable asset base

Other (Expense) Income. Net other expense for the nine month period ended September 30, 2020 was approximately $224,300 as compared to approximately $220,900 in 2019. The increase in net expense substantially reflects higher interest expense related to an increase in lease liabilities compared to prior year.

Income Taxes. Income tax expense for the nine month period ended September 30, 2020 was approximately $242,800, as compared to $126,800 in 2019. Income taxes were accrued at an estimated effective tax rate of 10.6% for the nine months ended September 30, 2020 compared to 32.8% in 2019.

Net Income. As a result of the cumulative factors annotated above, net income for the nine month period ended September 30, 2020 was approximately $2.0 million, as compared to net income of approximately $260,050 in the same period last year

Liquidity and Capital Resources

We have, since inception, financed operations and capital expenditures through our operations, credit facilities and the sale of securities. Our immediate sources of liquidity include cash and cash equivalents, accounts receivable, unbilled receivables and access to a working capital credit facility with Atlantic Union Bank for up to $5.0 million. In addition, we recently established an at-the-market (ATM) equity sales program (described below) that permits us to sell, from time to time, up to $24.0 million of our common stock through the sales agents under the program. There is no assurance that, if needed, we will be able to raise capital on favorable terms or at all.

At September 30, 2020, our net working capital was approximately $7.8 million as compared to $5.0 million at December 31, 2019. The increase in net working capital was primarily driven by increases in revenue and temporary payable timing differences. We may need to raise additional capital to fund major growth initiatives and/or acquisitions and there can be no assurance that additional capital will be available on acceptable terms or at all.

ATM Sales Program

On August 18, 2020, we entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., The Benchmark Company, LLC and Spartan Capital Securities, LLC which establishes an ATM equity program pursuant to which we may offer and sell up to $24.0 million of shares of our common stock, par value $0.001 per share, from time to time as set forth in the Sales Agreement. We have no obligation to sell any of the Shares, and, at any time, we may suspend offers under the Sales Agreement or terminate the Sales Agreement. We sold no Shares during the three months ended September 30, 2020 under the ATM program and had remaining capacity of $24.0 million as of September 30, 2020.

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 the cost of labor and company sponsored healthcare benefit programs. 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 most of our facilities under non-cancellable long term contracts that may limit our ability to reduce fixed infrastructure costs in the short term. 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.

For the nine months ended September 30, 2020, net cash provided by operations was approximately $6.0 million driven by collections of accounts receivable and temporary payable timing differences, as compared to approximately $5.5 million for the nine months ended September 30, 2019.

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.

For the nine months ended September 30, 2020, cash used in investing activities was approximately $978,700 and consisted of computer hardware and software purchases and capitalized internally developed software costs, primarily associated with upgrading our ITMS™ platform, secure identity management technology and network operations center.

For the nine months ended September 30, 2019, cash used in investing activities was approximately $360,800 and consisted computer hardware and software purchases and capitalized internally developed software costs related to our TDI Optimiser™ solutions.

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 nine months ended September 30, 2020, cash used in financing activities was approximately $594,300 and reflects line of credit advances and payments of approximately $1.9 million, common stock repurchases of approximately $10,100, offering costs related to the ATM program offering of $131,400, and finance lease principal repayments of approximately $452,800.

For the nine months ended September 30, 2019, cash used in financing activities was approximately $361,900 and reflects line of credit advances and payments of approximately $6.3 million, and finance lease principal repayments of approximately $356,900.

Net Effect of Exchange Rate on Cash and Equivalents

For the nine months ended September 30, 2020 and 2019, the gradual appreciation of the Euro relative to the US dollar increased the translated value of our foreign cash balances by approximately $70,556 as compared to last year.

Off-Balance Sheet Arrangements

The Company has no existing off-balance sheet arrangements as defined under SEC regulations.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4. 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, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report on Form 10-Q to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the three month period ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1

LEGAL PROCEEDINGS

The Company is not currently involved in any material legal proceeding.

ITEM 1A

RISK FACTORS

Other than the additional risk factor set forth below, our risk factors have not changed materially from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2020.

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Stock Repurchase Plan

On October 7, 2019, the Company announced that its Board of Directors approved a stock repurchase plan (the “2019 Repurchase Plan”) to purchase up to $2.5 million of the Company’s common stock. Any repurchases will be made in compliance with the SEC’s Rule 10b-18 if applicable, and may be made in the open market or in privately negotiated transactions, including the entry into derivatives transactions. During the three months ended March 31, 2020, we repurchased 2,416 shares for a total of $10,100 under the stock repurchase plan. This plan was suspended on March 9, 2020, as a precaution due to the COVID-19 pandemic.

ITEM 3

DEFAULT UPON SENIOR SECURITIES

None

ITEM 4

MINE SAFETY DISCLOSURES

None

ITEM 5

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

EXHIBIT<br>NO.	DESCRIPTION
1.1	At Market Issuance<br>Sales Agreement, dated August 18, 2020, by and among WidePoint<br>Corporation, B. Riley Securities, Inc., The Benchmark Company, LLC<br>and Spartan Capital Securities, LLC (incorporated by reference from<br>Exhibit 1.1 to Form 8-K filed August 18, 2020).
3.1	Certificate of<br>Amendment to the Amended and Restated Certificate of Incorporation<br>of the Company. (incorporated by reference from Exhibit 3.1 to Form<br>8-K filed October 29, 2020).
31.1	Certification of<br>Chief Executive Officer Pursuant to Section 302 of the<br>Sarbanes-Oxley Act of 2002 (Filed herewith).
31.2	Certification of<br>Chief Financial Officer Pursuant to Section 302 of the<br>Sarbanes-Oxley Act of 2002 (Filed herewith).
32	Certification of<br>Chief Executive Officer and Chief Financial Officer Pursuant to<br>Section 906 of the Sarbanes-Oxley Act of 2002 (Filed<br>herewith).
101.	Interactive Data<br>Files
101.INS+	XBRL Instance<br>Document
101.SCH+	XBRL Taxonomy<br>Extension Schema Document
101.CAL+	XBRL Taxonomy<br>Extension Calculation Linkbase Document
101.DEF+	XBRL Taxonomy<br>Definition Linkbase Document
101.LAB+	XBRL Taxonomy<br>Extension Label Linkbase Document
101.PRE+	XBRL Taxonomy<br>Extension Presentation Linkbase Document

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<br>CORPORATION
Date:<br>November 16,<br>2020	By:	/s/<br>JIN H.<br>KANG
		Jin H. Kang
		President and Chief<br>Executive Officer
Date:<br>November 16,<br>2020	By:	/s/ KELLIE H.<br>KIM
		Kellie H. Kim
		Chief Financial<br>Officer

wyy_ex311

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:

I have reviewed this Quarterly Report on Form 10-Q of WidePoint Corporation;

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;

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;

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:

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;

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;

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

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

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):

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

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: November 16,<br>2020	/s/ JIN H.<br>KANG
	Jin H. Kang
	Chief Executive<br>Officer

wyy_ex312

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, Kellie H. Kim, certify that:

I have reviewed this Quarterly Report on Form 10-Q of WidePoint Corporation;

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):

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: November 16,<br>2020	/s/ KELLIE H.<br>KIM
	Kellie H. Kim
	Chief Financial<br>Officer

wyy_ex32

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. § 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”), respectively, hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2020 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) 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/ KELLIE H. KIM

Kellie H. Kim

Chief Financial Officer

Date: November 16, 2020