
PART I. FINANCIAL INFORMATION This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Condensed Consolidated Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements for WidePoint Corporation, including statements of operations, comprehensive loss, balance sheets, cash flows, and changes in stockholders' equity, along with detailed notes explaining accounting policies, significant accounts, and other financial disclosures for the periods ended June 30, 2025 and 2024 Condensed Consolidated Statements of Operations This section details the company's revenues, gross profit, operating loss, and net loss for the reported periods | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $37.88 million | $36.04 million | $72.10 million | $70.25 million | | Gross Profit | $5.12 million | $4.89 million | $9.90 million | $9.56 million | | Loss from Operations | $-0.71 million | $-0.46 million | $-1.52 million | $-1.11 million | | Net Loss | $-0.62 million | $-0.50 million | $-1.34 million | $-1.15 million | | EPS, Basic and Diluted | $-0.06 | $-0.05 | $-0.14 | $-0.13 | Condensed Consolidated Statements of Comprehensive Loss This section presents the net loss and other comprehensive income/loss components for the reported periods | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net Loss | $-0.62 million | $-0.50 million | $-1.34 million | $-1.15 million | | Foreign currency translation adjustments, net of tax | $0.06 million | $-0.01 million | $0.09 million | $-0.03 million | | Comprehensive Loss | $-0.55 million | $-0.51 million | $-1.25 million | $-1.18 million | Condensed Consolidated Balance Sheets This section provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific dates | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :---------------------------------------------------------------- | :-------------- | :---------------- | | Cash and cash equivalents | $6.82 million | $6.78 million | | Restricted cash | $0.40 million | $1.04 million | | Accounts receivable, net | $16.75 million | $11.93 million | | Unbilled accounts receivable | $29.12 million | $31.80 million | | Total current assets | $61.20 million | $55.32 million | | Total assets | $76.58 million | $71.58 million | | Accounts payable | $20.48 million | $16.52 million | | Accrued expenses | $29.08 million | $30.85 million | | Current portion of deferred revenue | $8.74 million | $4.77 million | | Total current liabilities | $59.16 million | $52.88 million | | Total liabilities | $64.01 million | $58.00 million | | Total stockholders' equity | $12.56 million | $13.58 million | Condensed Consolidated Statements of Cash Flows This section outlines the cash inflows and outflows from operating, investing, and financing activities | Cash Flow Activity | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $-0.06 million | $-2.64 million | | Net cash used in investing activities | $-0.12 million | $0.24 million | | Net cash used in financing activities | $-0.38 million | $-0.54 million | | Net effect of exchange rate on cash | $-0.04 million | $0.01 million | | Net decrease in cash, cash equivalents, and restricted cash | $-0.60 million | $-2.92 million | | Cash, cash equivalents, and restricted cash, end of period | $7.22 million | $4.00 million | Condensed Consolidated Statements of Changes in Stockholders' Equity This section details changes in common stock, additional paid-in capital, and accumulated deficit over the period | Metric | Balance, January 1, 2025 ($) | Balance, June 30, 2025 ($) | | :-------------------------------- | :----------------------- | :--------------------- | | Common Stock Issued | 9,485,508 | 9,655,173 | | Common Stock Amount | $9,487.00 | $9,656.00 | | Additional Paid-In Capital | $103.10 million | $103.34 million | | Accumulated Other Comprehensive Loss | $-0.45 million | $-0.36 million | | Accumulated Deficit | $-89.08 million | $-90.42 million | | Total Stockholders' Equity | $13.58 million | $12.56 million | - During the six months ended June 30, 2025, 197,933 shares of restricted common stock vested, with 28,268 shares withheld for tax liability, resulting in a cash outflow of approximately $0.13 million61 Notes to Condensed Consolidated Financial Statements This section provides detailed explanations of accounting policies, significant accounts, and other financial disclosures 1. Organization and Nature of Operations This note describes the company's corporate structure, global operations, and core business as a TMaaS provider - WidePoint Corporation, incorporated in Delaware in 1997, operates through wholly-owned subsidiaries across the U.S., Ireland, the Netherlands, and the UK, with its headquarters in Fairfax, Virginia24 - The Company is a leading provider of Technology Management as a Service (TMaaS), offering solutions through its federally compliant Intelligent Technology Management System (ITMS™) platform, which is SSAE 18 compliant and has FedRAMP Authorized status25 2. Basis of Presentation and Accounting Policies This note outlines the financial statement preparation basis, accounting standards adopted, and significant adjustments - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP and SEC regulations, with certain information condensed or omitted27 - The Company adopted ASU 2023-07 (Segment Reporting) retrospectively for fiscal year 2024, with no impact on financial position, results of operations, or EPS32 - An out-of-period adjustment in Q1 2025 decreased revenues by $2.70 million and cost of revenues by $2.46 million, deemed immaterial to prior periods and not expected to be material for the full year 202535 3. Accounts Receivable and Significant Concentrations This note details the composition of accounts receivable and highlights significant customer concentrations and credit risks | Customer Type | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :---------------------------------- | :-------------------------- | :------------------ | | U.S. Federal, State, and Local Government | $14.61 million | $9.68 million | | Commercial | $2.20 million | $2.29 million | | Gross accounts receivable | $16.81 million | $11.98 million | | Less: allowances for credit losses | $0.06 million | $0.05 million | | Accounts receivable, net | $16.75 million | $11.93 million | | Customer Type | June 30, 2025 (% of Receivables) | December 31, 2024 (% of Receivables) | | :---------------------- | :------------------------------- | :--------------------------------- | | U.S. Federal Government | 87% | 81% | | Customer Type | Q2 2025 (% of Revenue) | Q2 2024 (% of Revenue) | H1 2025 (% of Revenue) | H1 2024 (% of Revenue) | | :---------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | U.S. Federal Government | 81% | 83% | 83% | 82% | - The Company had deposits in excess of FDIC limits of approximately $6.90 million and foreign bank deposits in excess of insured limits of approximately €0.04 million as of June 30, 2025, exposing it to credit risk41 4. Unbilled Accounts Receivable This note explains unbilled accounts receivable, representing earned but uninvoiced revenues, primarily from government contracts - Unbilled accounts receivable, primarily from carrier services and hardware/software products, represent earned but uninvoiced revenues due to timing or fixed contractual billing schedules42 | Customer Type | June 30, 2025 (% of Unbilled Receivables) | December 31, 2024 (% of Unbilled Receivables) | | :---------------------- | :---------------------------------------- | :------------------------------------------ | | U.S. Federal Government | 98% | 99% | 5. Other Current Assets and Accrued Expenses This note provides a breakdown of other current assets and accrued expenses, including inventories and carrier service costs | Other Current Assets | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------- | :------------ | :---------------- | | Inventories | $0.56 million | $0.31 million | | Prepaid project costs | $0.45 million | $0.57 million | | Deferred contract costs | $5.53 million | $2.13 million | | Prepaid expenses and other assets | $1.57 million | $0.76 million | | Total other current assets | $8.12 million | $3.77 million | | Accrued Expenses | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------- | :------------ | :---------------- | | Carrier service costs | $24.00 million | $25.12 million | | Salaries and payroll taxes | $2.07 million | $2.21 million | | Inventory purchases, consultants and other costs | $3.00 million | $3.50 million | | Other | $0.01 million | $0.03 million | | Total accrued expenses | $29.08 million | $30.85 million | 6. Property and Equipment This note details the company's property and equipment, including gross cost, accumulated depreciation, and related expenses | Property and Equipment | June 30, 2025 ($) | December 31, 2024 ($) | | :----------------------------- | :------------ | :---------------- | | Gross property and equipment | $3.16 million | $3.72 million | | Less: accumulated depreciation and amortization | $2.66 million | $3.18 million | | Property and equipment, net | $0.50 million | $0.54 million | - Property and equipment depreciation expense was approximately $0.09 million for Q2 2025 and $0.18 million for H1 202546 - The Company disposed of property and equipment with a historical cost of $0.78 million and recognized a loss of $0.01 million during the six months ended June 30, 202547 7. Goodwill and Intangible Assets This note presents the carrying values of goodwill and various intangible assets, along with their amortization expenses - Goodwill remained constant at $5.81 million as of June 30, 2025, with no changes during the reporting periods49 | Intangible Assets (Net Book Value) | June 30, 2025 ($) | December 31, 2024 ($) | | :--------------------------------- | :------------ | :---------------- | | Customer Relationships | $1.50 million | $1.61 million | | Channel Relationships | $0.67 million | $0.76 million | | Internally Developed Software | $1.08 million | $1.79 million | | Trade Name and Trademarks | $0.85 million | $0.90 million | | Total | $4.10 million | $5.06 million | - Aggregate amortization expense for intangible assets was approximately $0.49 million for Q2 2025 and $0.97 million for H1 202551 8. Credit Agreements This note describes the company's credit facilities, including a revolving line of credit and terminated purchase agreements - The Accounts Receivable Purchase Agreement with Republic Capital Access, LLC terminated in April 2024 and was not renewed53 - The Company entered into a $4.00 million revolving line of credit facility with Old Dominion National Bank on February 29, 2024, maturing on February 28, 2026, with no outstanding balance as of June 30, 20255455 9. Leases This note outlines the company's lease agreements, including new office leases and associated right-of-use assets and liabilities - Effective March 1, 2025, the Company entered a new 76-month office lease in Hampton, Virginia, resulting in a $0.54 million leased right-of-use asset and associated liability56 10. Income Taxes This note details the company's effective tax rates and explains the primary factors influencing tax expense or benefit | Period | Effective Tax Rate | | :------------------------------- | :----------------- | | Three Months Ended June 30, 2025 | 7.8% | | Six Months Ended June 30, 2025 | 9.8% | | Three Months Ended June 30, 2024 | (3.3%) | | Six Months Ended June 30, 2024 | 2.2% | - The difference in effective tax rate from the U.S. federal statutory rate is primarily due to a full valuation allowance against deferred tax assets and state minimum taxes57 11. Stockholders' Equity This note provides information on common stock, additional paid-in capital, and changes in stockholders' equity - As of June 30, 2025, the Company had 9,655,173 shares of common stock issued and outstanding59 - During the six months ended June 30, 2025, 197,933 restricted common stock shares vested, with 28,268 shares withheld for tax liabilities, totaling approximately $0.13 million61 12. Share-based Compensation This note details the share-based compensation expense recognized for restricted stock and non-qualified options | Share-based Compensation Expense | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Restricted share-based compensation expense | $0.14 million | $0.34 million | $0.31 million | $0.73 million | | Non-qualified option share-based compensation expense | $0.03 million | $0.03 million | $0.06 million | $0.06 million | | Total share-based compensation before taxes | $0.17 million | $0.37 million | $0.36 million | $0.78 million | - As of June 30, 2025, the Company had approximately $0.50 million of unrecognized share-based compensation expense, to be recognized over a weighted average remaining period of 1.2 years67 13. Earnings (Loss) Per Common Share (EPS) This note presents the calculation of basic and diluted earnings per share, considering net loss and weighted average shares | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $-0.62 million | $-0.50 million | $-1.34 million | $-1.15 million | | Weighted average number of common shares | 9,586,166 | 9,390,154 | 9,569,660 | 9,151,265 | | Basic and Diluted Loss Per Share | $-0.06 | $-0.05 | $-0.14 | $-0.13 | - Unexercised stock options, RSAs, and warrants were anti-dilutive for both the three and six-month periods ended June 30, 2025 and 20247071 14. Revenue from Contracts with Customers This note disaggregates revenue by service type, customer type, and geographic region for the reported periods | Revenue Type | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :----------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Carrier Services | $22.22 million | $20.40 million | $44.62 million | $39.79 million | | Managed Services | $15.66 million | $15.64 million | $27.47 million | $30.46 million | | Total Revenues | $37.88 million | $36.04 million | $72.10 million | $70.25 million | | Customer Type | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | U.S. Federal Government | $30.64 million | $29.88 million | $59.73 million | $57.95 million | | U.S. State and Local Governments | $0.12 million | $0.11 million | $0.22 million | $0.21 million | | Foreign Governments | $0.02 million | $0.02 million | $0.04 million | $0.03 million | | Commercial Enterprises | $7.10 million | $6.02 million | $12.11 million | $12.05 million | | Total Revenues | $37.88 million | $36.04 million | $72.10 million | $70.25 million | | Geographic Region | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | United States | $36.80 million | $34.99 million | $70.02 million | $68.24 million | | Europe | $1.08 million | $1.05 million | $2.08 million | $2.01 million | | Total Revenues | $37.88 million | $36.04 million | $72.10 million | $70.25 million | 15. Segment Information This note clarifies that the company operates as a single reportable segment, focusing on TMaaS solutions - The Company operates as a single reportable segment, WidePoint, providing managed services for government and commercial clients including Identity Management (IdM), secure Mobility Managed Services (MMS), Telecom Lifecycle Management, Digital Billing & Analytics, and IT as a Service (ITaaS)75 - The Chief Operating Decision Maker (CODM) assesses performance and allocates resources based on consolidated revenue, gross profit, net income (loss), and other key financial indicators76 16. Commitments and Contingencies This note discloses the company's commitments and potential liabilities from employment agreements and legal proceedings - The Company has employment agreements with certain executives and is involved in various legal proceedings, none of which are expected to have a no material adverse effect on its financial position, results of operations, or cash flow7980 17. Subsequent Events This note confirms the evaluation of events occurring after the balance sheet date, with no material adjustments required - The Company evaluated subsequent events up to the financial statement issuance date and identified no events requiring adjustment or disclosure81 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on WidePoint's financial performance, strategic focus, and liquidity, detailing revenue and expense trends, cash flows, and capital resources Cautionary Note Regarding Forward-Looking Statements This note warns about forward-looking statements, highlighting risks and uncertainties that could affect future results - The report contains forward-looking statements subject to risks and uncertainties, including the ability to retain the DHS CWMS 2.0 ID/IQ Contract, market competitiveness, technological changes (especially in AI), inflationary pressures, limited financial resources, fixed operating costs, potential future net losses, loss of significant federal contracts, and key personnel8284 Business Overview This section describes the company's core business as a leading provider of Technology Management as a Service (TMaaS) solutions - WidePoint is a leading provider of Technology Management as a Service (TMaaS), offering federally certified communications management, identity management, interactive bill presentment and analytics, and Information Technology as a Service solutions87 - TMaaS solutions are delivered through a flexible managed services model, hosted on a secure federal government certified proprietary portal, enabling customers to manage, analyze, and protect communication assets and deploy identity management solutions88 Strategic Focus and Notable Events This section outlines the company's long-term strategic goals, including market expansion, technology investments, and growth initiatives - The Company's longer-term strategic focus is to expand critical mass to fund technology investments, introduce new sales and marketing initiatives, and increase market share for sustainability and growth92 - Winning the DHS CWHS 3.0 re-compete93 - Finding additional avenues for capturing new sales opportunities93 - Leveraging FedRAMP Authorized status as a differentiator93 - Growing recurring managed services revenues93 - Adding incremental capabilities to Technology Management solutions and developing/acquiring new high-margin business lines93 - Leveraging software platforms to grow SaaS revenues and capitalize on remote working opportunities93 - Expanding commercial customer base organically93 - Exploring integration of artificial intelligence into solutions for better information security, improved service delivery, and reduced costs93 - Pursuing accretive and strategic acquisitions93 - Transitioning data center and support infrastructure to a cost-effective, federally approved cloud environment97 Results of Operations This section analyzes the company's financial performance, including revenue, gross profit, and net loss trends Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024 This section compares the company's financial results for the three months ended June 30, 2025, against the prior year | Revenue Type | Q2 2025 ($) | Q2 2024 ($) | Dollar Variance ($) | | :-------------------- | :---------- | :---------- | :-------------- | | Carrier Services | $22.22 million | $20.40 million | $1.82 million | | Managed Service Fees | $9.23 million | $9.18 million | $0.05 million | | Billable Service Fees | $1.29 million | $1.24 million | $0.05 million | | Reselling and Other Services | $5.14 million | $5.22 million | $-0.08 million | | Total Managed Services | $15.66 million | $15.64 million | $0.02 million | | Total Revenues | $37.88 million | $36.04 million | $1.84 million | - Gross profit increased by $0.20 million to $5.10 million (15% of revenues) in Q2 2025, up from $4.90 million (14% of revenues) in Q2 202499 - Net loss increased by $0.12 million to $0.62 million in Q2 2025, compared to $0.50 million in Q2 2024106 Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024 This section compares the company's financial results for the six months ended June 30, 2025, against the prior year | Revenue Type | H1 2025 ($) | H1 2024 ($) | Dollar Change ($) | | :-------------------- | :---------- | :---------- | :------------ | | Carrier Services | $44.62 million | $39.79 million | $4.84 million | | Managed Service Fees | $18.48 million | $17.86 million | $0.62 million | | Billable Service Fees | $3.07 million | $2.43 million | $0.64 million | | Reselling and Other Services | $5.93 million | $10.17 million | $-4.25 million | | Total Managed Services | $27.47 million | $30.46 million | $-2.99 million | | Total Revenues | $72.10 million | $70.25 million | $1.85 million | - Gross profit increased by $0.30 million to $9.90 million (14% of revenues) in H1 2025, compared to $9.60 million (14% of revenues) in H1 2024110 - Net loss increased by $0.10 million to $1.30 million in H1 2025, compared to $1.20 million in H1 2024119 Liquidity and Capital Resources This section discusses the company's working capital, cash flows from operations, investing, and financing activities - Net working capital, excluding restricted cash, was approximately $1.60 million at June 30, 2025, up from $1.40 million at December 31, 2024122 - Net cash used in operating activities was approximately $0.10 million for H1 2025, a significant improvement from $2.60 million used in H1 2024, primarily due to delayed billing and collections of accounts receivables with a federal government customer123 - Cash used in investing activities was approximately $0.10 million for H1 2025, consisting of property and equipment purchases, compared to $0.20 million provided by investing activities in H1 2024126 - Cash used in financing activities was approximately $0.40 million for H1 2025, reflecting line of credit advances and repayments, finance lease principal repayments, and withholding taxes paid on restricted stock awards127 Off-Balance Sheet Arrangements This section confirms the absence of off-balance sheet arrangements as defined by SEC regulations - The Company has no existing off-balance sheet arrangements as defined under SEC regulations131 Item 3. Quantitative and Qualitative Disclosures About Market Risk This item is not required for smaller reporting companies, and thus no disclosures regarding quantitative and qualitative market risk were provided - This item is not required for smaller reporting companies132 Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in internal control over financial reporting related to revenue recognition for government contracts - Disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in internal control over financial reporting133 - Deficiencies were identified in the revenue recognition process for government contracts, specifically in estimating unbilled amounts and monitoring evolving circumstances for revenue accruals134 - Management is executing a remediation plan, including designing and implementing review processes for new contracts and carrier services revenue/cost accruals, with full remediation expected by year-end135 PART II. OTHER INFORMATION This part covers legal proceedings, risk factors, equity sales, and other disclosures Item 1. Legal Proceedings The Company is not currently involved in any material legal proceedings - The Company is not currently involved in any material legal proceeding137 Item 1A. Risk Factors The Company's risk factors have not materially changed from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - Risk factors have not materially changed from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024138 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the repurchase of common stock shares withheld from vesting stock-based compensation awards to cover employee income tax withholding for the periods indicated | Period | Total Number of Shares Purchased | Average Price Paid Per Share ($) | | :------------- | :----------------------------- | :--------------------------- | | January 2025 | 21,613 | $4.84 | | March 2025 | 3,004 | $3.53 | | May 2025 | 3,681 | $4.22 | | Total | 28,298 | $4.62 | Item 3. Default Upon Senior Securities The Company reported no defaults upon senior securities during the period - There were no defaults upon senior securities140 Item 4. Mine Safety Disclosures The Company reported no mine safety disclosures - There were no mine safety disclosures140 Item 5. Other Information During the three months ended June 30, 2025, there were no modifications, adoptions, or terminations by directors or officers to any Rule 10b5-1(c) trading plans or agreements - No modifications, adoptions, or terminations by directors or officers to any Rule 10b5-1(c) trading plans or agreements occurred during the three months ended June 30, 2025140 Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including certifications, interactive data files (XBRL), and the cover page interactive data file - Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exhibit 31.1)142 - Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exhibit 31.2)142 - Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Exhibit 32)142 - Interactive Data Files (XBRL Instance Document, Taxonomy Extension Schema, Calculation Linkbase, Definition Linkbase, Label Linkbase, Presentation Linkbase - Exhibit 101)142 - Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101 - Exhibit 104)142 SIGNATURES The report is duly signed on behalf of WidePoint Corporation by its President and Chief Executive Officer, Jin H. Kang, and Chief Financial Officer, Robert J. George, on August 14, 2025 - The report was signed by Jin H. Kang, President and Chief Executive Officer, and Robert J. George, Chief Financial Officer, on August 14, 2025145