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What changed in WIDEPOINT CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of WIDEPOINT CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+186 added−199 removedSource: 10-K (2026-03-25) vs 10-K (2025-04-15)

Top changes in WIDEPOINT CORP's 2025 10-K

186 paragraphs added · 199 removed · 143 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThese laws and regulations, among other things: · may in certain circumstances require certification and disclosure of all cost or pricing data in connection with certain types of contract negotiations; · impose specific and unique cost accounting practices that may differ from U.S. generally accepted accounting principles (GAAP); · impose acquisition regulations, which may change or be replaced over time, that define which costs can be charged to the U.S.
Biggest changeThis limits the type of contracts we can bid on; · impose specific and unique cost accounting practices that may differ from U.S. generally accepted accounting principles (GAAP) and would be costly and time consuming to implement; · impose acquisition regulations, which may change or be replaced over time, that define which costs can be charged to the U.S.
IT as a Service We provide comprehensive information technology (IT) as a service offerings (ITaaS), including cybersecurity, cloud services, network operations, and professional services. We provide a complete outsourcing solution that includes hardware, software, network and associated management for our clients’ IT needs.
IT as a Service We provide comprehensive information technology (IT) as a service offerings (ITaaS), including cybersecurity, cloud services, network operations, and professional services. We provide a complete outsourcing solution that includes hardware, software, network, cybersecurity, and associated management for our clients’ IT needs.
Our security certification and accreditation represent a significant reduction of security risk for our customers both in public and private sectors. Data Centers We host our proprietary solutions and operate all servers, systems and networks multiple data centers located in North America and Europe, which we may consolidate in the future.
Our security certification and accreditation represent a significant reduction of security risk for our customers both in public and private sectors. Data Centers We host our proprietary solutions and operate all servers, systems and networks in multiple data centers located in North America and Europe, which we may consolidate in the future.
If a contract is terminated for convenience, we are generally reimbursed for our allowable costs through the date of termination and are paid a proportionate amount of the stipulated profit or fee attributable to the work actually performed. Contract vehicles include Government Wide Acquisition Contracts (“GWACs”), and Blanket Purchase Agreements (“BPAs”) based upon GSA Schedule 70, and customer specific contracts.
If a contract is terminated for convenience, we are generally reimbursed for our allowable costs through the date of termination and are paid a proportionate amount of the stipulated profit or fee attributable to the work actually performed. 6 Contract vehicles include Government Wide Acquisition Contracts (“GWACs”), and Blanket Purchase Agreements (“BPAs”) based upon GSA Schedule 70, and customer specific contracts.
ITEM 1. BUSINESS Company Overview We are a leading provider of Technology Management as a Service (TMaaS) that consists of federally certified communications management, and identity management. We also provide interactive bill presentment and analytics, and Information Technology as a Service solutions.
ITEM 1. BUSINESS Company Overview We are a leading provider of Technology Management as a Service (TMaaS) that consists of federally certified communications management, and identity management. We also provide interactive bill presentment and analytics, and Information Technology as a Service Solutions (ITaaS).
This facility will contain space for our current Mobility Management Depot services, accessory management, IT Configuration, as well as our R2v3 Recycling Center. 7 At December 31, 2024, we believe we have substantially completed our capital investments related to our delivery platforms for the foreseeable future; however, future updates and enhancements will be likely to address the changes in technology.
This facility will contain space for our current Mobility Management Depot services, accessory management, IT Configuration, as well as our R2v3 Recycling Center. 7 At December 31, 2025, we believe we have substantially completed our capital investments related to our delivery platforms for the foreseeable future; however, future updates and enhancements will be likely to address the changes in technology.
Our customized solutions give their end customers the ability to view and analyze their bills online via our advanced self-serve user portal 24/7.Our solutions are delivered in a hosted and secure environment and provide our CSPs with full visibility into their revenue model which drives a stronger customer experience and reduces their operating costs and improves profitability.
Our customized solutions give their end customers the ability to view and analyze their bills online via our advanced self-serve user portal 24/7.Our solutions are delivered in a hosted and secure environment and provide our CSPs with full visibility into their revenue model which provides stronger customer experience and reduces their operating costs and improves profitability.
Government may audit us or terminate any of our government contracts and subcontracts either at their convenience or for default based on our performance. If a contract is terminated for convenience, we generally are protected by provisions covering reimbursement for costs incurred on the contract and profit on those costs.
The U.S. Government may audit us or terminate any of our government contracts and subcontracts either at their convenience or for default based on our performance. If a contract is terminated for convenience, we generally are protected by provisions covering reimbursement for costs incurred on the contract and profit on those costs.
Mobile and Identity Management As one of two DoD designated External Certificate Authorities, we offer several different federally certified digital certificates and credentials that enable our customers to provide strong multifactor authentication (MFA) solution to conduct business through secure portals owned and managed by the U.S. federal government, access government facilities and secure mobile devices that are used to access corporate networks, databases and other IT assets.
Mobile and Identity Management As one of two Department of Defense (DoD) designated External Certificate Authorities (ECA), we offer several different federally certified digital certificates and credentials that enable our customers to provide strong multifactor authentication (MFA) solution to conduct business through secure portals owned and managed by the U.S. federal government, access government facilities and secure mobile devices that are used to access corporate networks, databases and other IT assets.
Government controlled unclassified information and that our suppliers that have access to this type of information comply with cyber security regulations; · restrict the use and dissemination of information classified for national security purposes and the export of certain products, services and technical data; · prohibit the acquisition from or use by contractors of materials, products or services procured from certain countries or entities located outside the United States (e.g., the prohibition on the acquisition of sensitive materials from non-allied foreign nations and prohibition on the acquisition and use of certain telecommunications and video surveillance services or equipment); and To the extent we may be required to deploy or enhance systems, processes, and controls in any of the above areas in order to be able to bid on new and more complex contracts, we may incur additional costs to achieve compliance The U.S.
Government controlled unclassified information and that our suppliers that have access to this type of information comply with cyber security regulations; · restrict the use and dissemination of information classified for national security purposes and the export of certain products, services and technical data; · prohibit the acquisition from or use by contractors of materials, products or services procured from certain countries or entities located outside the United States (e.g., the prohibition on the acquisition of sensitive materials from non-allied foreign nations and prohibition on the acquisition and use of certain telecommunications and video surveillance services or equipment); and To the extent we may be required to deploy or enhance systems, processes, and controls in any of the above areas in order to be able to bid on new and more complex contracts, we may incur additional costs to achieve compliance and could incur significant penalties for non-compliance.
A contract designed to enhance procurement of wireless communications services and devices for U.S. military and associated civilian personnel. · Subsidiaries of WidePoint are approved subcontractors for the following ID/IQ contracts: o GSA Alliant 2 o GSA Enterprise Infrastructure Solutions (EIS) o GSA Connections II o National Institutes of Health Chief Information Officer Solutions and Partners (CIO-SP3) o NASA Solutions for Enterprise-Wide Procurement (SEWP) o Department of Justice (DOJ) Enterprise Standard Architecture V (ESA V) We will continue to build on our partnerships with key systems integrators and strategic partners to compete for public and private sector opportunities.
A contract designed to enhance procurement of wireless communications services and devices for U.S. military and associated civilian personnel. · We are an approved subcontractor for the following ID/IQ contracts: o GSA Alliant 2 o GSA Enterprise Infrastructure Solutions (EIS) o GSA Connections II o National Institutes of Health Chief Information Officer Solutions and Partners (CIO-SP3) o NASA Solutions for Enterprise-Wide Procurement (SEWP) o Department of Justice (DOJ) Enterprise Standard Architecture V (ESA V) We will continue to build on our partnerships with key systems integrators and strategic partners to compete for public and private sector opportunities.
We also hold a number of Indefinite Delivery/Indefinite Quantity (“ID/IQ”) contracts, including, but not limited to: · Department of Homeland Security for Cellular Wireless Managed Services (CWMS) 2.0 ID/IQ Contract (DHS CWMS 2.0 IDIQ), which contract is up for renewal in a competitive process in November 2025. · Navy Spiral 4 Contract, a 10 year multi-award contract with a contract value of $2.67 billion.
We also hold a number of Indefinite Delivery/Indefinite Quantity (“ID/IQ”) contracts, including, but not limited to: · Department of Homeland Security for Cellular Wireless Managed Services (CWMS) 2.0 ID/IQ Contract (DHS CWMS 2.0 IDIQ), which contract is subject to renewal in a competitive process. · Navy Spiral 4 Contract, a 10 year multi-award contract with a contract value of $2.67 billion.
Pricing for services in our market lacks transparency due to the way in which our competitors price their services. Our competitors take advantage of this lack of pricing transparency and prospective customer’s lack of understanding and awareness of market pricing for services.
Pricing for services in our market often lack transparency due to the way in which our competitors price their services. Our competitors take advantage of this lack of pricing transparency and prospective customer’s lack of understanding and awareness of market pricing for services.
After a customer is on boarded, we focus on delivering our service as contracted and then upsell and cross sell our other TMaaS solution offerings.
After a customer is on boarded, we focus on delivering our service as contracted and then attempt to upsell and cross sell our other TMaaS solution offerings.
We offer our TMaaS 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.
We offer our TMaaS solutions through a flexible “As-a-Service” model or XaaS which includes both a scalable and comprehensive set of functional capabilities that can be used by any customer to meet the most common functional, technical and security requirements for mobility management.
We believe the combination of competitive compensation package and career growth and development opportunities have helped increase employee tenure and reduce voluntary turnover. As of December 31, 2024, the average tenure of our employees was approximately eight (8) years and more than one fourth of our employees have been employed by us for more than ten (10) years.
We believe the combination of competitive compensation package and career growth and development opportunities have helped increase employee tenure and reduce voluntary turnover. As of December 31, 2025, the average tenure of our employees was approximately eight (8) years with 30% of our employees having been employed by us for more than ten (10) years.
We believe that contracts with federal government agencies in particular, will be the primary source of our revenues for the foreseeable future although we are working to increase our footprint with commercial customers through our relationships with systems integrators and strategic partners.
Other Government Contracts We believe that contracts with federal government agencies will be the primary source of our revenues for the foreseeable future although we are working to increase our footprint with commercial customers through our relationships with systems integrators and strategic partners. We have numerous government contracts and contract vehicles.
Government could make claims to reduce our recovery or recoup its procurement costs and could assess other special penalties. 10 Human Capital As of December 31, 2024, we employed 240 full time employees (209 in United States and 31 in Europe), 12 consultants, and 3 part-time staff.
Government could make claims to reduce our recovery or recoup its procurement costs and could assess other special penalties. 10 Human Capital As of December 31, 2025, we employed 243 full time employees (215 in United States and 28 in Europe), and 4 part-time staff.
Security Certification and Accreditation Our TMaaS solution framework has received multiple security certifications and accreditations from the federal government. As a result we have multiple authorizations to operate (ATOs) from the Department of Homeland Security, the General Services Administration, the Department of Defense, and the Department of Commerce including the FedRAMP® authorization for our proprietary Intelligent Technology Management System (ITMS™).
As a result we have multiple authorizations to operate (ATOs) from the Department of Homeland Security, the General Services Administration, the Department of Defense, and the Department of Commerce including the FedRAMP® Authorized status for our proprietary Intelligent Technology Management System (ITMS™).
This is a commodity type service and margins are nominal, but this is a necessary service to deliver to federal government customers that engage us to provide a full-service solution. Sales Cycle We sell service solutions to government and business enterprises.
This is a commodity type service and margins are nominal, but this is a necessary service to deliver to federal government customers that engage us to provide a full-service solution as part of our platform.
Customer Concentrations In 2024 and 2023, 79% and 75% of our revenues were from the Department of Homeland Security for Cellular Wireless Managed Services (CWMS) 2.0 ID/IQ Contract (DHS CWMS 2.0 IDIQ). This contract is up for renewal in a competitive process in November 2025.
Department of Homeland Security for Cellular Wireless Managed Services 2.0 ID/IQ Contract Renewal In 2025 and 2024, 77% and 79% of our revenues, respectively, were from the Department of Homeland Security for Cellular Wireless Managed Services (CWMS) 2.0 ID/IQ Contract.
By expanding our footprint, we are preparing to scale operations for our Device-as-a-Service offerings. Build-out of this facility should be complete in the second quarter of 2025.
By expanding our footprint, we are preparing to scale operations for our Device-as-a-Service offerings.
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Accordingly, our failure to win a federal contract that is up for renewal or; negative changes in federal government fiscal or spending policies (including continuing budget resolutions and government shutdowns) that impact the spending budgets of our key government customers, including Department of Homeland Security, will directly affect our financial performance. 6 We expect all of our customers to be motivated to meet their organizational needs for mobile management, IT management, and cybersecurity objectives in this challenging environment.
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We support the consolidation, validation, and administration of telecom charges across multiple carriers and vendors, allowing customers to simplify billing and related payment processes without assuming direct responsibility for carrier relationships. Sales Cycle We sell service solutions to government and business enterprises.
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As a result of delivering our TMaaS service solution we can often save our customers a significant portion of their total spend on mobility and security management which translates into real cash savings.
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This renewal of this contract was placed in a competitive process in November 2025 and we are awaiting the government’s award decision. There can be no assurance that we will be awarded the successor contract, or that the terms, scope, or timing of any extension, bridge arrangement, or successor award will not materially differ from the current contract.
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While most of our customers use their savings to purchase and upgrade their managed services, our customers could potentially negatively impact our billable revenue base that could result in lower profit margins if they decide to retain the savings and not purchase additional higher margin services.
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Security Certification and Accreditation Our TMaaS solution framework has received multiple security certifications and accreditations from the federal government.
Removed
We have an attractive set of solutions and we believe that government and large enterprise customer spending for mobility management and for cybersecurity services and solutions will increase for the foreseeable future.
Added
Government contracts. These laws and regulations, among other things: · may in certain circumstances require certification and disclosure of all cost or pricing data in connection with certain types of contract negotiations for which our associated systems are not certified to do so.
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Our government customer base is located predominantly in the Mid-Atlantic region of the U.S. while our commercial customer base is located throughout the continental U.S., Canada, Europe and the Middle East. Historically, we have derived, and may continue to derive in the future, a significant percentage of our total revenues from federal government contracts in the United States.
Removed
Due to the nature of our business and the relative size of certain contracts which are entered into in the ordinary course of business, the loss of any single significant customer would have a material adverse effect on our results of operations.
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In future periods, we will continue to focus on diversifying our revenue by increasing the size and number of customer contracts both in public and private sectors. Government Contracts We have numerous government contracts and contract vehicles.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

59 edited+28 added−36 removed104 unchanged
Biggest changeThese rights and remedies allow government customers, among other things, to: · terminate existing contracts, with short notice, for convenience, as well as for default; · reduce orders under or otherwise modify contracts; · for larger contracts subject to the Truth in Negotiations Act, reduce the contract price or cost where it was increased because a contractor or subcontractor during negotiations furnished cost or pricing data that was not complete, accurate, and current; · for GSA multiple award schedule contracts, government-wide acquisition agreements, and blanket purchase agreements, demand a refund, make a forward price adjustment, or terminate a contract for default if a contractor provided inaccurate or incomplete data during the contract negotiation process, or reduce the contract price under certain triggering circumstances, including the revision of pricelists or other documents · upon which the contract award was predicated, the granting of more favorable discounts or terms and conditions than those contained in such documents, and the granting of certain special discounts to certain customers; · terminate our facility security clearances and thereby prevent us from receiving classified contracts; · cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable; · decline to exercise an option to renew a multi-year contract or issue task orders in connection with indefinite delivery/indefinite quantity contracts; · claim rights in solutions, systems, and technology produced by us; · prohibit future procurement awards with a particular agency due to a finding of organizational conflict of interest based upon prior related work performed for the agency that would give a contractor an unfair advantage over competing contractors or the existence of conflicting roles that might bias a contractor’s judgment; · subject the award of contracts to protest by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest and may also result in a requirement to resubmit offers for the contract or in the termination, reduction, or modification of the awarded contract; and · suspend or debar us from doing business with the federal government.
Biggest changeThese rights and remedies allow government customers, among other things, to: · terminate existing contracts, with short notice, for convenience, as well as for default; · reduce orders under or otherwise modify contracts; · for contracts subject to the Truth in Negotiations Act, reduce the contract price or cost where it was increased because a contractor or subcontractor during negotiations furnished cost or pricing data that was not complete, accurate, and current; · for GSA multiple award schedule contracts, government-wide acquisition agreements, and blanket purchase agreements, demand a refund, make a forward price adjustment, or terminate a contract for default if a contractor provided inaccurate or incomplete data during the contract negotiation process, or reduce the contract price under certain triggering circumstances, including the revision of pricelists or other documents · terminate our facility security clearances and thereby prevent us from receiving classified contracts; · cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable; · decline to exercise an option to renew a multi-year contract or issue task orders in connection with indefinite delivery/indefinite quantity contracts; · claim rights in solutions, systems, and technology produced by us; · prohibit future procurement awards with a particular agency due to a finding of organizational conflict of interest based upon prior related work performed for the agency that would give a contractor an unfair advantage over competing contractors or the existence of conflicting roles that might bias a contractor’s judgment; · subject the award of contracts to protest by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest and may also result in a requirement to resubmit offers for the contract or in the termination, reduction, or modification of the awarded contract; and · suspend or debar us from doing business with the federal government. 21 If a federal government customer terminates one of our contracts for convenience, we may recover only our incurred or committed costs, settlement expenses, and profit on work completed prior to the termination.
The future sale of shares of our common stock may negatively affect our common stock price and/or be dilutive to current stockholders. If we or our stockholders sell substantial amounts of our common stock, the market price of our common stock could fall.
The future sale of shares of our common stock may negatively affect our common stock price and/or be dilutive to current stockholders. If we sell substantial amounts of our common stock, the market price of our common stock could fall.
Among the factors that could harm our business are: · curtailment of the federal government’s use of technology services firms; · a significant decline in spending by the federal government, in general, or by specific agencies such as the Department of Homeland Security; · reductions in federal government programs or requirements, including government agency shutdowns and/or reductions in connection with sequestration; · any failure to raise the debt ceiling; · government inability to approve a budget and operate under a “Continuing Resolution”; · a shift in spending to federal programs and agencies that we do not support or where we currently do not have contracts; · delays in the payment of our invoices by government payment offices; · federal governmental shutdowns, and other potential delays in the government appropriations process; · redirection of federal government funds to address priorities or unforeseen emergent events such as a pandemics, wars, etc., and · general economic and political conditions, including any event, such as the coronavirus, that results in a change in spending priorities of the federal government.
Among the factors that could harm our business are: · curtailment of the federal government’s use of technology services firms; · a significant decline in spending by the federal government, in general, or by specific agencies such as the Department of Homeland Security; · reductions in federal government programs or requirements, including government agency shutdowns and/or reductions in connection with sequestration; · any failure to raise the debt ceiling; 19 · government inability to approve a budget and operate under a “Continuing Resolution”; · a shift in spending to federal programs and agencies that we do not support or where we currently do not have contracts; · delays in the payment of our invoices by government payment offices; · federal governmental shutdowns, and other potential delays in the government appropriations process; · redirection of federal government funds to address priorities or unforeseen emergent events such as a pandemics, wars, etc., and · general economic and political conditions, including any event, such as the coronavirus, that results in a change in spending priorities of the federal government.
Subject to certain exceptions, an “interested stockholder” is (i) a person who, together with affiliates and associates, owns 15% or more of our voting stock or (ii) an affiliate or associate of ours who was the owner, together with affiliates and associates, of 15% or more of our outstanding voting stock at any time within the 3-year period prior to the date for determining whether such person is “interested.” 25 Our certificate of incorporation also provides that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may be taken without such meeting only by the unanimous consent of all stockholders entitled to vote on the particular action.
Subject to certain exceptions, an “interested stockholder” is (i) a person who, together with affiliates and associates, owns 15% or more of our voting stock or (ii) an affiliate or associate of ours who was the owner, together with affiliates and associates, of 15% or more of our outstanding voting stock at any time within the 3-year period prior to the date for determining whether such person is “interested.” Our certificate of incorporation also provides that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may be taken without such meeting only by the unanimous consent of all stockholders entitled to vote on the particular action.
In addition, many of these inputs are subject to price fluctuations and supply issues from a number of factors, including, but not limited to, market conditions, demand for raw materials used in the production of these devices and network components, weather, climate change, energy costs, currency fluctuations, supplier capacities, governmental actions, wars or other low-intensity conflicts, acts of terror, import and export requirements (including tariffs), and other factors beyond our control.
In addition, many of these inputs are subject to price fluctuations and supply issues from a number of factors, including, but not limited to, market conditions, demand for raw materials used in the production of these devices and network components, weather, climate change, energy costs, currency fluctuations, supplier capacities, governmental actions, wars or other low-intensity conflicts, acts of terror, import and export requirements, and other factors beyond our control.
Operating in international markets also requires significant management attention and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability. 17 We may be unable to successfully acquire complementary businesses, services or technologies to support our growth strategy .
Operating in international markets also requires significant management attention and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability. We may be unable to successfully acquire complementary businesses, services or technologies to support our growth strategy .
If such legislation, or similar legislation, were to be enacted, it would likely reduce the amount of IT services that could be outsourced by the federal government, which could materially reduce our revenues. 24 RISKS RELATED TO OUR SECURITIES AND CAPITAL STRUCTURE Our common stock price has been volatile and is likely to be volatile in the future.
If such legislation, or similar legislation, were to be enacted, it would likely reduce the amount of IT services that could be outsourced by the federal government, which could materially reduce our revenues. RISKS RELATED TO OUR SECURITIES AND CAPITAL STRUCTURE Our common stock price has been volatile and is likely to be volatile in the future.
Even if we are not a party to any litigation between a customer and a third party, an adverse outcome in any such litigation could make it more difficult for us to defend our intellectual property in any subsequent litigation in which we are a named party. 23 We may be unable to protect our proprietary software and methodology.
Even if we are not a party to any litigation between a customer and a third party, an adverse outcome in any such litigation could make it more difficult for us to defend our intellectual property in any subsequent litigation in which we are a named party. We may be unable to protect our proprietary software and methodology.
These risks include: · geographic localization of our software products, including translation into foreign languages and adaptation for local practices and regulatory requirements; · lack of familiarity with and unexpected changes in foreign regulatory requirements; · longer accounts receivable payment cycles and difficulties in collecting accounts receivable; · difficulties in managing, staffing and overseeing international implementations and operations, including increased reliance on foreign subcontractors; · challenges in integrating our software with multiple country-specific billing or communications support systems for international customers; · challenges in providing procurement, help desk and fulfillment capabilities for our international customers; · fluctuations in currency exchange rates; · potentially adverse tax consequences, including the complexities of transfer pricing, foreign value added or other tax systems and restrictions on the repatriation of earnings; · the burdens of complying with a wide variety of foreign laws and legal standards; · increased financial accounting and reporting burdens and complexities; · potentially slower adoption rates of communications management solutions services internationally; · political, social and economic instability abroad, terrorist attacks and security concerns in general; and · reduced or varied protection for intellectual property rights in some countries.
These risks include: · geographic localization of our software products, including translation into foreign languages and adaptation for local practices and regulatory requirements; · lack of familiarity with and unexpected changes in foreign regulatory requirements; · longer accounts receivable payment cycles and difficulties in collecting accounts receivable; · difficulties in managing, staffing and overseeing international implementations and operations, including increased reliance on foreign subcontractors; · challenges in integrating our software with multiple country-specific billing or communications support systems for international customers; 17 · challenges in providing procurement, help desk and fulfillment capabilities for our international customers; · fluctuations in currency exchange rates; · increased tax compliance costs and potentially adverse tax consequences, including the complexities of transfer pricing, foreign value added or other tax systems and restrictions on the repatriation of earnings; · the burdens of complying with a wide variety of foreign laws and legal standards including US laws related to foreign operations; · increased financial accounting and reporting burdens and complexities; · potentially slower adoption rates of communications management solutions services internationally; · political, social and economic instability abroad, terrorist attacks and security concerns in general; and · reduced or varied protection for intellectual property rights in some countries.
We estimate that the loss of any large contract, such as the DHS CWMS 2.0 IDIQ, without any offsetting aggregate contract wins, would have a significant adverse impact on our operating cash flow and financial results; and we would likely be faced with a decision to initiate cost reduction actions that would largely include reductions in force for personnel and assets affected by the contract loss.
We estimate that the loss of the DHS CWMS 2.0 IDIQ, without any offsetting aggregate contract wins, would have a significant adverse impact on our operating cash flow and financial results; and we would likely be faced with a decision to initiate cost reduction actions that would largely include reductions in force for personnel and assets affected by the contract loss.
The market price of our common stock has experienced, and may continue to be subject to volatility due to a variety of factors, including: · public announcements concerning us, our competitors or our industry; · externally published articles and analyses about us by retail investors and non-analysts; · changes in analysts’ earnings estimates; · information in third party chat rooms, third party publications and social media outlets; · the failure to meet the expectations of analysts; · fluctuations in operating results; · additional financings or capital raises; · introductions of new products or services by us or our competitors; · announcements of technological innovations; · additional sales of our common stock or other securities; · trading by individual investors that causes our stock prices to straddle at a low price for prolonged periods of time; · our inability to gain market acceptance of our products and services; · general economic conditions and events, including adverse changes in the financial markets, terrorist attacks, health pandemics, government shutdowns, war, adverse weather events and other disasters; and · Impairment of goodwill resulting from the fair value of our single reporting unit below its carrying value.
The market price of our common stock has experienced, and may continue to be subject to volatility due to a variety of factors, including: · public announcements concerning us, our competitors or our industry; · externally published articles and analyses about us by retail investors and non-analysts; · changes in analysts’ earnings estimates; · information in third party chat rooms, third party publications and social media outlets; · the failure to meet the expectations of analysts; · fluctuations in operating results; · additional financings or capital raises; · introductions of new products or services by us or our competitors; · announcements of technological innovations; · additional sales of our common stock or other securities; · trading by individual investors that causes our stock prices to straddle at a low price for prolonged periods of time; · general economic conditions and events, including adverse changes in the financial markets, terrorist attacks, health pandemics, government shutdowns, war, adverse weather events, pandemics (such as the COVID-19 pandemic) and other disasters; and · Impairment of goodwill resulting from the fair value of our single reporting unit below its carrying value.
RISKS RELATED TO BUSINESS WITH GOVERNMENT AGENCIES A government shutdown or changes in the spending policies or budget priorities of the federal government could cause us to lose revenues . We currently derive a majority of our annual revenues from contracts funded by federal government agencies.
RISKS RELATED TO BUSINESS WITH GOVERNMENT AGENCIES A government shutdown, agency specific shut downs, or changes in the spending policies or budget priorities of the federal government could cause us to lose revenues . We currently derive a majority of our annual revenues from contracts funded by federal government agencies.
There is no guarantee that we will be able to leverage our recent improvements in financial performance and meet our financial goals of growing top line revenue and positive net income without closing significant new business and incremental contract expansions and maintain control over operating costs.
There is no guarantee that we will be able to meet our financial goals of growing top line revenue and positive net income without closing significant new business and incremental contract expansions and maintain control over operating costs.
To the extent that price increases are not sufficient to offset these increased costs adequately or in a timely manner, and/or if they result in significant decreases in sales volume, our business, financial condition or operating results may be adversely affected.
To the extent that price increases are not sufficient to offset these increased costs adequately or in a timely manner, and/or if they result in significant decreases in sales volume, our business, financial condition or operating results may be adversely affected. Furthermore, we may not be able to offset any cost increases through productivity and cost-saving initiatives.
Competitive procurements impose substantial upfront costs and present a number of risks, including: · the substantial cost and managerial time and effort that we spend to prepare bids and proposals for contracts that may not be awarded to us; · requirements to register to conduct business in another state or country could increase our compliance costs; · requirements to post a bid guarantee or similar performance guarantee as part of a bid submission; and · the expense and delay that we may face if our competitors protest or challenge contract awards made to us pursuant to competitive procedures, and the risk that any such protest or challenge could result in the resubmission of offers, or in termination, reduction, or modification of the awarded contract.
Competitive procurements can incur substantial upfront costs and present a number of potential risks, including: · the substantial cost and managerial time and effort that we spend to prepare bids and proposals for contracts that may not be awarded to us; · requirements to register to conduct business in another state or country could increase our compliance costs; · requirements to post a bid guarantee or similar performance guarantee as part of a bid submission; and · the expense and delay that we may face if our competitors protest or challenge contract awards made to us pursuant to competitive procedures, and the risk that any such protest or challenge could result in the resubmission of offers, or in termination, reduction, or modification of the awarded contract. 20 The costs we incur in the competitive procurement process may be substantial and, to the extent we participate in competitive procurements and are unable to win particular contracts, these costs could negatively affect our operating results.
A significant contributing factor driving such prior net operating losses were investments in sales and marketing and product development projects that did not produce the expected return on investment; and as a result placed a significant cumulative strain on our networking capital and overall financial position.
We may be unable to achieve profitability . We have a history of operating losses. A significant contributing factor driving such prior net operating losses were investments in product development projects, sales and marketing that did not produce the expected return on investment; and as a result placed a significant cumulative strain on our networking capital and overall financial position.
Although we are unable to predict the impact on our ability to source materials in the future, we expect these supply and inflationary pressures to continue into 2025. In addition, we may face additional cost pressure via new tariffs imposed on the items we import.
Although we are unable to predict the impact on our ability to source materials in the future, these supply and inflationary pressures are likely to continue for the foreseeable future. In addition, we face additional cost pressure via tariffs imposed on the items we import.
In addition, any limitations imposed on spending by U.S. government agencies that result from efforts to reduce the federal deficit, including as a result of sequestration or otherwise, may limit both the continued funding of our existing contracts and our ability to obtain additional contracts. 19 The newly formed Department of Government Efficiency (DOGE) could negatively impact our revenues from the government customers.
In addition, any limitations imposed on spending by U.S. government agencies that result from efforts to reduce the federal deficit, including as a result of sequestration or otherwise, may limit both the continued funding of our existing contracts and our ability to obtain additional contracts. Federal government efficiency initiatives and restructuring efforts could adversely affect our government revenues.
In addition, the manufacturer of such device, or the carrier using such billing system or operational support system, might actively seek to limit the interoperability of such device, billing system or operational support system with our software products for competitive or other reasons.
In addition, the manufacturer of such device, or the carrier using such billing system or operational support system, might actively seek to limit the interoperability of such device, billing system or operational support system with our software products for competitive or other reasons. This could be accelerated through the use of artificial intelligence.
Customers’ concerns about security could deter them from using the Internet to conduct transactions that involve confidential information, including transactions of the types included in our solution, so our failure to prevent security breaches, or the occurrence of well-publicized security breaches affecting the Internet in general, could significantly harm our business and financial results.
Customers’ concerns about security could deter them from using the Internet to conduct transactions that involve confidential information, including transactions of the types included in our solution, so our failure to prevent security breaches, or the occurrence of well-publicized security breaches affecting the Internet in general, could significantly harm our business and financial results. 22 We may be liable to our customers for damages caused by our services or by our failure to remedy system failures.
Consequently, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock. We have identified material weaknesses in our internal control over financial reporting.
Consequently, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock. 26
If we fail to perform our services correctly, we may be unable to deliver applications or systems to our customers with the promised functionality or within the promised time frame, or to satisfy the required service levels for support and maintenance.
Many of our projects involve technology applications or systems that are critical to the operations of our customers’ businesses. If we fail to perform our services correctly, we may be unable to deliver applications or systems to our customers with the promised functionality or within the promised time frame, or to satisfy the required service levels for support and maintenance.
Further, our lack of profitability and limits on access to capital may cause us to be disqualified from winning new contracts or recompeted contracts, or require us to team, and thus share in revenues, with another larger prime contractor to be successful in winning.
Further, our lack of profitability and limits on access to capital may cause us to be disqualified from winning new contracts or recompeted contracts, or require us to team, and thus share in revenues, with another larger prime contractor to be successful in winning. 13 Our sales cycles can be long, unpredictable and require considerable time and expense, which may cause our operating results to fluctuate.
Other factors that may negatively affect our earnings from quarter to quarter include changes in: · the contractual terms and timing of completion of projects, including achievement of certain business results; · acceptance of our products to commercial or government customers; · budgets for government customers; · the implementation of new projects; · the adequacy of provisions for losses and bad debts; · the accuracy of our estimates of resources required to complete ongoing projects; · personnel, including the loss of key highly skilled personnel necessary to complete projects; · labor shortages; · supply chain issues; · inflationary pressures; · natural disasters, cyberattacks, war and/or terrorist attacks; · global pandemics; and · general economic conditions and international hostilities including war.
Other factors that may negatively affect our earnings and free cashflow from quarter to quarter include changes in: · the contractual terms and timing of completion of projects, including achievement of certain business results; · acceptance of our products to commercial or government customers; · budgets for government customers; · the implementation of new projects; · the adequacy of estimates of provisions for losses and credit losses; · the accuracy of our estimates of resources required to complete ongoing projects; · personnel, including the loss of key highly skilled personnel necessary to complete projects; · labor shortages; · supply chain issues; · inflationary pressures; · natural disasters, cyberattacks, war and/or terrorist attacks; · partial or complete government shutdowns; · global pandemics; and · general economic conditions and international hostilities including war. 14 These factors could adversely affect customer demand, the Company’s operations, and its ability to source and deliver services to its customers, which could have a material adverse effect on the Company’s financial results.
The resulting lack of compatibility of our software products would put us at a significant competitive disadvantage, or entirely prevent us from competing, in that segment of the potential market if such manufacturer or carrier, or its authorized licensees, were to develop one or more communications management solutions competitive with our solution.
The resulting lack of compatibility of our software products would put us at a significant competitive disadvantage, or entirely prevent us from competing, in that segment of the potential market if such manufacturer or carrier, or its authorized licensees, were to develop one or more communications management solutions competitive with our solution. 18 A continued proliferation and diversification of communications technologies or devices could increase the costs of providing our software products or limit our ability to provide our TMaaS offering to potential customers .
We plan to continue to replenish our ranks with the best available talent to optimize our workforce to do more with less resources. We face intense competition for qualified individuals from numerous consulting, technology, software and communications companies.
We do not maintain key person life insurance with respect to any of our key executives and subject matter experts. We plan to continue to replenish our ranks with the best available talent to optimize our workforce to do more with less resources. We face intense competition for qualified individuals from numerous consulting, technology, software and communications companies.
If we are unable to manage and develop our strategic relationships, the growth of our customer base may be harmed and we may have to devote substantially more resources to the distribution, sales and marketing of our solution, which would increase our costs and decrease our earnings.
If we are unable to manage and develop our strategic relationships, the growth of our customer base may be harmed and we may have to devote substantially more resources to the distribution, sales and marketing of our solution, which would increase our costs and decrease our earnings. 16 The loss of key personnel or an inability to attract and retain additional personnel may impair our ability to grow our business .
Continued proliferation of communications products and services could significantly increase our research and development costs and increase the lag time between the initial release of new technologies and products and our ability to provide support for them in our software products, which would limit the potential market of customers that we have the ability to serve and the financial feasibility of our TMaaS offering. 18 If a communications carrier prohibits customer disclosure of communications billing and usage data to us, the value of our solution to customers of that carrier would be impaired, which may limit our ability to compete for their business.
Continued proliferation of communications products and services could significantly increase our research and development costs and increase the lag time between the initial release of new technologies and products and our ability to provide support for them in our software products, which would limit the potential market of customers that we have the ability to serve and the financial feasibility of our TMaaS offering.
Although we require certain of our employees to sign agreements prohibiting them from joining a competitor, forming a competing company or soliciting our customers or employees for certain periods of time, we cannot be certain that these agreements will be effective in preventing our key employees from engaging in these actions or that courts or other adjudicative entities will substantially enforce these agreements. 16 We provide minimum service-level commitments to many of our customers, and our inability to meet those commitments could result in significant loss of customers, harm to our reputation and costs to us.
Although we require certain of our employees to sign agreements prohibiting them from joining a competitor, forming a competing company or soliciting our customers or employees for certain periods of time, we cannot be certain that these agreements will be effective in preventing our key employees from engaging in these actions or that courts or other adjudicative entities will substantially enforce these agreements.
Additionally, frequent changes in mobile computing hardware and software technology, and resulting inconsistencies between the billing platforms utilized by major communications carriers and the changing demands of customers regarding the means of delivery of communications management solutions could affect our ability to efficiently deliver our services and harm our profit margins. 12 To achieve and maintain market acceptance for our solution, we must effectively anticipate these changes and offer software products and services that respond to them in a timely manner.
Additionally, frequent changes in mobile computing hardware and software technology, and resulting inconsistencies between the billing platforms utilized by major communications carriers and the changing demands of customers regarding the means of delivery of communications management solutions could affect our ability to efficiently deliver our services and harm our profit margins.
There is no assurance that we will not seek to sell additional shares of our common stock in order to meet our working capital or other needs in a transaction that would be dilutive to current stockholders.
There is no assurance that we will not seek to sell additional shares of our common stock in order to meet our working capital or other needs in a transaction that would be dilutive to current stockholders. 25 A third party could be prevented from acquiring shares of our common stock at a premium to the market price because of our anti-takeover provisions.
If we are unable to compete effectively, it will be difficult for us to maintain our pricing rates and add and retain customers, have adequate financial resources to pay for and retain key personnel, and our business, financial condition and results of operations will be harmed.
If we are unable to compete effectively, it will be difficult for us to maintain our pricing rates and add and retain customers, have adequate financial resources to pay for and retain key personnel, and our business, financial condition and results of operations will be harmed. 12 We may not be able to respond to rapid technological changes with new software products and services, which could harm our sales and profitability .
If a federal government customer were to unexpectedly terminate, cancel, or decline to exercise an option to renew with respect to one or more of our significant contracts, such as the DHS IDIQ, or suspend or debar us from doing business with the federal government, our revenues and operating results would be materially harmed. 21 RISKS RELATED TO PRIVACY, CYBERSECURITY AND TECHNOLOGY Security breaches or cybersecurity events could result in the loss of customers and negative publicity and materially harm our business.
If a federal government customer were to unexpectedly terminate, cancel, or decline to exercise an option to renew with respect to one or more of our significant contracts or suspend or debar us from doing business with the federal government, our revenues and operating results would be materially harmed.
For example, our DHS contract is up for renewal in November 2025 and we may be unable to rewin such contract or may be required to make significant concessions in order to renew it.
For example, our DHS contract was up for renewal in November 2025 and our proposal is currently under evaluation. There can be no guarantees we rewin the contract, or may be required to make significant concessions in order to rewin it.
Any of these events could have material adverse effects on our business, financial condition, and operating results. Actual or perceived breaches of our security measures, or governmental required disclosure of customer information could diminish demand for our solution and subject us to substantial liability.
Actual or perceived breaches of our security measures, or governmental required disclosure of customer information could diminish demand for our solution and subject us to substantial liability.
Many of the services we provide involve managing and protecting information involved in sensitive or classified government functions. A security breach or cybersecurity event in one of these systems could cause serious harm to our business, damage our reputation, and prevent us from being eligible for further work on sensitive or classified systems for federal government customers.
A security breach or cybersecurity event in one of these systems could cause serious harm to our business, damage our reputation, and prevent us from being eligible for further work on sensitive or classified systems for federal government customers. In addition, sensitive personal data could be illegally accessed and/or stolen through a cybersecurity event.
Federal agencies and certain large customers can unexpectedly terminate their contracts with us at any time without penalty. All of our government contracts, including but not limited to the DHS IDIQ, contain a standard clause which allows the government to cancel our contract for convenience without penalty.
All of our government contracts, including but not limited to the DHS IDIQ, contain a standard clause which allows the government to cancel our contract for convenience without penalty. In addition, our contracts with the federal government permit the governmental agency to modify, curtail or terminate the contract at any time for the convenience of the government.
We operate in a market that is highly fragmented, price sensitive and subject to fierce competition. Additionally, rapid changes in technology may affect our ability to respond timely with new and innovative product offerings to address new market needs.
Additionally, rapid changes in technology may affect our ability to respond timely with new and innovative product offerings to address new market needs.
To the extent we are not able to obtain facility security clearances or engage employees with the required security clearances for a particular contract, we will be unable to perform that contract and we may not be able to compete for or win new contracts for similar work. 20 Federal government contracts contain provisions giving government customers a variety of rights that are unfavorable to us, including the ability to terminate a contract at any time for convenience.
To the extent we are not able to obtain facility security clearances or engage employees with the required security clearances for a particular contract, we will be unable to perform that contract and we may not be able to compete for or win new contracts for similar work.
In addition, reputational harm could result if allegations of impropriety were made. In some cases, audits may result in disputes with the respective government agencies that can result in negotiated settlements, arbitration or litigation. Moreover, new laws, regulations or standards, or changes to existing ones, can increase our performance and compliance costs and reduce our revenue and earnings.
In addition, reputational harm could result if allegations of impropriety were made. In some cases, audits may result in disputes with the respective government agencies that can result in negotiated settlements, arbitration or litigation.
As a provider of TMaaS services, we sell equipment manufactured by various suppliers and depend on suppliers to provide us, directly or through other suppliers, with items such as network equipment, customer premises equipment, and wireless-related equipment and other connected devices.
Inflationary or other pressures on costs, such as inputs for devices, labor, tariffs, and distribution costs may impact our financial condition or results of operations. We sell equipment manufactured by various suppliers and depend on suppliers to provide us, directly or through other suppliers, with items such as network equipment, customer premises equipment, and wireless-related equipment and other connected devices.
The replacement of these individuals likely would involve expenditure of significant time and financial resources, and their loss might significantly delay or prevent the achievement of our business objectives. We do not maintain key person life insurance with respect to any of our key executives and subject matter experts.
We are highly dependent upon the continued service and performance of our key executives, operational managers and subject matter experts to run our core operations. The replacement of these individuals likely would involve expenditure of significant time and financial resources, and their loss might significantly delay or prevent the achievement of our business objectives.
A third party could be prevented from acquiring shares of our common stock at a premium to the market price because of our anti-takeover provisions. Various provisions of our certificate of incorporation, by-laws and Delaware law could make it more difficult for a third party to acquire us, even if doing so might be beneficial to WidePoint and our stockholders.
Various provisions of our certificate of incorporation, by-laws and Delaware law could make it more difficult for a third party to acquire us, even if doing so might be beneficial to us and our stockholders. We are subject to the provisions of Section 203 of the General Corporation Law of Delaware.
Whether or not we are responsible for our software’s failure or defect, we could be required to spend significant time and money in litigation, arbitration or other dispute resolution, and potentially pay significant settlements or damages.
Whether or not we are responsible for our software’s failure or defect, we could be required to spend significant time and money in litigation, arbitration or other dispute resolution, and potentially pay significant settlements or damages. 23 Assertions by a third party that our software products or technology infringes its intellectual property, whether or not correct, could subject us to costly and time-consuming litigation or expensive licenses.
If we are unable to rewin the DHS CWMS 2.0 IDIQ contract on substantially similar terms or at all, our financial condition and results of operations will be materially adversely impacted. Our market is highly competitive and we may not be able to compete effectively or gain market acceptance of our products and service .
Further, the availability of our line of credit is dependent on having sufficient billed accounts receivable as collateral. If we are unable to rewin the DHS CWMS 2.0 IDIQ contract on substantially similar terms or at all, our financial condition and results of operations will be materially adversely impacted.
Federal government contracts contain provisions and are subject to laws and regulations that provide government customers with rights and remedies not typically found in commercial contracts.
Federal government contracts contain provisions giving government customers a variety of rights that are unfavorable to us, including the ability to terminate a contract at any time for convenience. Federal government contracts contain provisions and are subject to laws and regulations that provide government customers with rights and remedies not typically found in commercial contracts.
There is frequent litigation in the communications and technology industries based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims against us may increase.
Although we believe that our services and products do not infringe on the intellectual property rights of others, infringement claims may be asserted against us in the future. There is frequent litigation in the communications and technology industries based on allegations of infringement or other violations of intellectual property rights.
Additionally, in the event we manage third party services on behalf of our customers and fail to execute on approved changes requested by our customers it could result in claims asserted by our customers for substantial damages against us. 22 Although we attempt to limit the amount and type of our contractual liability for defects in the applications or systems we provide and carry insurance coverage that mitigates this liability in certain instances, we cannot be assured that these limitations and insurance coverages will be applicable and enforceable in all cases.
Although we attempt to limit the amount and type of our contractual liability for defects in the applications or systems we provide and carry insurance coverage that may mitigate this liability in certain instances, we cannot be assured that these limitations and insurance coverages will be applicable and enforceable in all cases.
The American Federation of Government Employees, the largest federal employee union, strongly endorses legislation that may restrict the procedure by which services are outsourced to government contractors.
New legislation, procurement regulations, or labor organization pressure could cause federal agencies to adopt restrictive procurement practices regarding the use of outside service providers. The American Federation of Government Employees, the largest federal employee union, strongly endorses legislation that may restrict the procedure by which services are outsourced to government contractors.
Additionally, our failure to complete our contractual performance obligations in a manner consistent with the contract could adversely affect our overall profitability and could have a material adverse effect on our business, financial condition and results of operations.
Any failure to accurately scope, price, or manage our contracts, or to complete our performance obligations in accordance with contractual requirements, could negatively affect our profitability over multiple years and could have a material adverse effect on our business, financial condition, and results of operations.
Damage to our reputation or limitations on our eligibility for additional work resulting from a security breach in one of the systems we develop, install, and maintain could materially reduce our revenues. The US Federal Government and many states have enacted laws requiring companies to notify consumers of data security breaches involving their personal data.
We could incur losses from such a security breach that could exceed the policy limits under our insurance. Damage to our reputation or limitations on our eligibility for additional work resulting from a security breach in one of the systems we develop, install, and maintain could materially reduce our revenues.
The unexpected cancellation or significant reduction in the scope of any of our large projects could have an immediate material adverse effect on our business, financial condition and results of operations. 15 Our inability to accurately price and sell our product offerings at an acceptable profit margin that customers are willing to pay will have a negative impact on our business that could extend for a number of years.
As regulatory scrutiny increases and contractual complexity grows, the consequences of errors in contract negotiation, compliance oversight, or performance management may become more significant Our inability to accurately price and sell our product offerings at an acceptable profit margin that customers are willing to pay will have a negative impact on our business that could extend for a number of years.
We have access to a credit facility, which consists of a variable line of credit primarily to meet short-term working capital requirements. Our credit facility agreement requires us to maintain certain financial covenants measured annually on December 31.
We currently have access to a credit facility, which provides for short term cashflow needs and requires us to maintain financial covenants and failure to achieve and maintain such covenants could limit our access to needed funds. We have access to a credit facility consisting of a variable line of credit used primarily to meet short-term working capital requirements.
During 2024 and 2023 approximately 79% and 75%, respectively, of our revenues were from the Department of Homeland Security for Cellular Wireless Managed Services (CWMS) 2.0 ID/IQ Contract (DHS CWMS 2.0 IDIQ), which is up for renewal in a competitive process in November 2025. The DHS CWMS 2.0 IDIQ, like other government contracts, is awarded through a competitive procurement process.
RISKS RELATED TO OUR BUSINESS We may be unable to renew the DHS CWMS 2.0 IDIQ . During 2025 and 2024 approximately 77% and 79%, respectively, of our revenues were from the Department of Homeland Security for Cellular Wireless Managed Services (CWMS) 2.0 ID/IQ Contract (DHS CWMS 2.0 IDIQ).
These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures. Any security breach or cybersecurity event, whether successful or not, would harm our reputation and could cause the loss of customers.
The US Federal Government and many states have enacted laws requiring companies to notify consumers of data security breaches involving their personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures.
Currently, it is uncertain whether the federal government spending cuts being implemented with the new U.S. Presidential administration and the newly formed Department of Government Efficiency (DOGE) will have a negative impact on our revenues from the federal government.
The newly formed Department of Government Efficiency (DOGE) could have a negative impact on our revenues from the federal government.
The adoption of new procurement laws or regulations could reduce the amount of services that are outsourced by the federal government and cause us to experience reduced revenues. New legislation, procurement regulations, or labor organization pressure could cause federal agencies to adopt restrictive procurement practices regarding the use of outside service providers.
Moreover, new laws, regulations or standards, or changes to existing ones, can increase our performance and compliance costs and reduce our revenue and earnings. 24 The adoption of new procurement laws or regulations could reduce the amount of services that are outsourced by the federal government and cause us to experience reduced revenues.
Most of our contracts with customers have terms of three (3) to five (5) years, with optional additional renewal periods. Our government contracts generally consist of a base period award with 4 option periods depending on the needs of the agency issuing the contract award.
Most of our contracts with customers have terms of three to five years, often with optional renewal periods. Our government contracts generally consist of a base period with multiple option periods, while our commercial contracts typically have initial terms of three or more years with automatic annual renewals in many cases.
Accordingly, we may be unable to pass on the recent increases in costs for labor and supplies as a result of general inflationary conditions or tariffs to such customers.
In addition, because many of our contracts are firm fixed-price, we bear the risk of cost increases, including those resulting from inflation, labor shortages, supply chain disruptions, tariffs, or other economic conditions, and we may be unable to pass such increases on to customers.
Removed
RISKS RELATED TO OUR BUSINESS We may be unable to renew the DHS CWMS 2.0 IDIQ upon its expiration in November 2025 .
Added
Our DHS CWMS 2.0 IDIQ contract is currently subject to re-competition, in a competitive process, and we are awaiting the government’s award decision; there can be no assurance that we will be awarded the successor contract, or that the terms, scope, or timing of any extension, bridge arrangement, or successor award will not materially differ from the current contract.
Removed
The costs we incur in the competitive procurement process may be substantial and we may not be successful in our bid to win such a contract or may be required to make significant concessions (or partner with another company) in order to rewin the contract.
Added
This contract represents a significant portion of our revenue.
Removed
Many of the competitors involved in the procurement process will likely have greater financial and other resources than us. Additionally, there can be no assurance that the DHS will seek another similar contract.
Added
Our market is highly competitive and we may not be able to compete effectively or gain market acceptance of our products and service . We operate in a market that is highly fragmented, price sensitive and subject to fierce competition.
Removed
We may not be able to respond to rapid technological changes with new software products and services, which could harm our sales and profitability .
Added
To achieve and maintain market acceptance for our solution, we must effectively anticipate these changes and offer software products and services that respond to them in a timely manner.
Removed
The loss of significant customer contracts, including our IDIQ with the Department of Homeland Security, could also have an adverse impact on our financial results.
Added
The availability of borrowings under this facility is subject to certain conditions, including compliance with financial covenants measured annually as of December 31 and a borrowing base calculation based on eligible billed accounts receivable pledged as collateral.
Removed
While we believe that our business relationships with key decision makers are strong and represent a strong competitive advantage for us; however, it is possible that the strength of our relationship could diminish if our primary customer contacts leave their firm or the customer is acquired by another firm that uses a competitor to deliver the same services.
Added
Although we have adequate collateral and were in compliance with our covenants as of December 31, 2025, we may not be able to maintain compliance or sufficient eligible collateral in future periods.
Removed
Further, the availability of our line of credit is dependent on having sufficient billed accounts receivable as collateral. If DHS CWMS 2.0 IDIQ were terminated or we did not re-win the contract upon re-bidding or another large customer contract was terminated, it would have a material adverse impact on our future revenue, profitability and cash flows.
Added
If we fail to satisfy these requirements, our lender could restrict or terminate our ability to borrow under the facility, accelerate repayment of outstanding amounts, impose unfavorable renewal terms, or decline to renew the agreement. Any such actions could materially and adversely affect our liquidity.
Removed
Inflationary or other pressures on costs, such as inputs for devices, labor and distribution costs may impact our financial condition or results of operations.
Added
If sufficient borrowing capacity is not available, we may need to obtain additional financing, which may not be available on favorable terms or at all. Federal agencies and certain large customers can unexpectedly terminate their contracts with us at any time without penalty.
Removed
Furthermore, we may not be able to offset any cost increases through productivity and cost-saving initiatives. 13 Our sales cycles can be long, unpredictable and require considerable time and expense, which may cause our operating results to fluctuate.
Added
The unexpected cancellation or significant reduction in the scope of any of our large projects could have an immediate material adverse effect on our business, financial condition and results of operations. Our contracting environment is becoming increasingly complex and subject to heightened regulatory requirements and enforcement, which increases our operational and compliance risk.
Removed
These factors could adversely affect customer demand, the Company’s operations, and its ability to source and deliver services to its customers, which could have a material adverse effect on the Company’s financial results. 14 We currently have access to a credit facility, which provides for short term cashflow needs and requires us to maintain financial covenants and failure to achieve and maintain such covenants could limit our access to needed funds.
Added
We operate in a regulatory and contractual environment that continues to evolve and become more complex. Many of our contracts, particularly those with government and regulated commercial customers, are subject to extensive statutory, regulatory, and contractual requirements.
Removed
We are currently in compliance with our covenants at December 31, 2024; however, if we are unable to meet future covenants, our lender could take adverse actions that might include accelerating in part or in full payment of all unpaid principal and interest, reducing the amount of our credit facility, or offering renewal terms that are unfavorable, or refusing to renew our credit agreement, all of which could have a material adverse impact on our ability to meet periodic short term operational cash flow requirements and manage through prolonged government shutdowns.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe are committed to maintaining robust cybersecurity defenses through regularly evaluating and improving our policies, standards, processes, and practices. This commitment is actualized through a diverse array of assessment and testing activities, which include: Comprehensive Audits and Assessments : We conduct audits and assessments to scrutinize the efficacy of our cybersecurity measures.
Biggest changeThis commitment is actualized through a diverse array of assessment and testing activities, which include: Comprehensive Audits and Assessments : We conduct audits and assessments to scrutinize the efficacy of our cybersecurity measures. Tabletop Exercises and Threat Modeling : Engaging in tabletop exercises and threat modeling allows us to simulate and prepare for potential cybersecurity scenarios, ensuring readiness and adaptability.
RISK FACTORS, under the heading RISKS RELATED TO PRIVACY, CYBERSECURITY AND TECHNOLOGY in this Annual Report on Form 10-K. We are not aware of any material cybersecurity incidents in the past that have materially affected or are reasonably likely to affect us, including our business strategy, results of operations or financial condition.
RISK FACTORS, under the heading RISKS RELATED TO PRIVACY, CYBERSECURITY AND TECHNOLOGY in this Annual Report on Form 10-K. We are not aware of any material cybersecurity incidents in the past that have materially affected or are reasonably likely to affect us, including our business strategy, results of operations or financial condition. 28
In addition, we have numerous employees with experience and qualifications related to cybersecurity. We have named a Chief Information Security Officer as part our cybersecurity program. Our executive officers are responsible for informing the Board and Governance Committee of any new material cyber events or risks. Cybersecurity Threats are discussed in ITEM 1 A.
In addition, we have numerous employees with experience and qualifications related to cybersecurity. We have named a Chief Information Security Officer as part our cybersecurity program. Our Chief Executive and Chief Operating officers are responsible for informing the Board and Governance Committee of any new material cyber events or risks. Cybersecurity Threats are discussed in ITEM 1 A.
This process involves measures to identify and prevent cybersecurity threats and mechanisms to mitigate and respond to cybersecurity incidents. 27 Risk Management and Strategy Our cybersecurity program, a pivotal component of our overarching ERM framework, concentrates on several key areas: Collaborative Approach : We employ a holistic, cross-functional strategy to identify, prevent, and mitigate cybersecurity threats.
This process involves measures to identify and prevent cybersecurity threats and mechanisms to mitigate and respond to cybersecurity incidents. Risk Management and Strategy Our cybersecurity program, a pivotal component of our overarching ERM framework, concentrates on several key areas: Collaborative Approach : We employ a holistic, cross-functional strategy to identify, prevent, and mitigate cybersecurity threats.
Our executive officers report information to the Board through the Governance Committee regarding the risks that impact the organization, including cybersecurity risks, and any material events.
Our Chief Executive Officer and Chief Operating Officer report information to the Board through the Governance Committee regarding the risks that impact the organization, including cybersecurity risks, and any material events.
External Evaluations : We regularly commission third parties to conduct in-depth assessments to ensure an unbiased and comprehensive evaluation. These include information security maturity assessments, audits, and independent reviews of our information security control environment and its operational effectiveness.
Vulnerability Testing : Vulnerability testing is performed to proactively identify and address potential security weaknesses. External Evaluations : We regularly commission third parties to conduct in-depth assessments to ensure an unbiased and comprehensive evaluation. These include information security maturity assessments, audits, and independent reviews of our information security control environment and its operational effectiveness.
Third-Party Risk Management : Recognizing the significance of external threats, we have implemented a risk-based strategy to manage cybersecurity risks associated with third parties, such as vendors and service providers. This strategy extends to these third parties' systems, which, if compromised, could impact our operations.
Third-Party Risk Management : Recognizing the significance of external threats, we have implemented a risk-based strategy to manage cybersecurity risks associated with third parties, such as vendors and service providers.
Based on the insights gleaned from these assessments, audits, and reviews, we dynamically adjust and refine our cybersecurity policies, standards, processes, and practices to continuously enhance our cybersecurity posture. 28 By engaging in these rigorous and diverse testing and assessment activities, we verify the current effectiveness of our cybersecurity measures and identify areas for continual improvement, ensuring our defenses evolve in line with the dynamic nature of cyber threats.
By engaging in these rigorous and diverse testing and assessment activities, we verify the current effectiveness of our cybersecurity measures and identify areas for continual improvement, ensuring our defenses evolve in line with the dynamic nature of cyber threats.
Education and Awareness : We understand the importance of informed personnel, so we conduct mandatory, regular training on cybersecurity threats. This training aims to equip our staff with the necessary tools to confront these threats effectively and disseminate updates on WidePoint's evolving information security policies, standards, processes, and practices.
This training aims to equip our staff with the necessary tools to confront these threats effectively and disseminate updates on WidePoint's evolving information security policies, standards, processes, and practices. We are committed to maintaining robust cybersecurity defenses through regularly evaluating and improving our policies, standards, processes, and practices.
Removed
Tabletop Exercises and Threat Modeling : Engaging in tabletop exercises and threat modeling allows us to simulate and prepare for potential cybersecurity scenarios, ensuring readiness and adaptability. Vulnerability Testing : Vulnerability testing is performed to proactively identify and address potential security weaknesses.
Added
This strategy extends to these third parties' systems, which, if compromised, could impact our operations. 27 Education and Awareness : We understand the importance of informed personnel, so we conduct mandatory, regular training on cybersecurity threats.
Added
Based on the insights gleaned from these assessments, audits, and reviews, we dynamically adjust and refine our cybersecurity policies, standards, processes, and practices to continuously enhance our cybersecurity posture.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeCost per Annual City, State Zip Code Expiration Sqft Sqft Cost Description of use Fairfax, VA 22030 March 2029 11,852 $ 28 $ 328,000 Headquarters, Sales, Operations Columbus, OH 43235 November 2038 18,833 $ 10 $ 195,000 Sales and Operations Hampton, VA 23669 December 2024 6,440 $ 17 $ 109,000 Customer Support Lewis Center, OH 43035 March 2029 21,236 $ 10 209,600 Customer Support The following table presents our property locations at December 31, 2024 for our international locations: Base Base Lease Approx.
Biggest changeLewis Center, OH 43035 March 2029 21,236 $ 10 $ 209,600 Customer Support The following table presents our property locations at December 31, 2025 for our international locations: Base Base Lease Approx.
ITEM 2. PROPERTIES All of our property locations are leased. We believe we can obtain additional facilities required to accommodate projected needs without difficulty and at commercially reasonable prices, although no assurance can be given that we will be able to do so. The following table presents our property locations at December 31, 2024 for our U.S. locations: Lease Approx.
ITEM 2. PROPERTIES All of our property locations are leased. We believe we can obtain additional facilities required to accommodate projected needs without difficulty and at commercially reasonable prices, although no assurance can be given that we will be able to do so.
Cost per Annual Country Postal Code Expiration Sqft Sqft Cost Description of use Dublin 18, Ireland March 2026 6,000 $ 30 $ 179,000 Europe office
Cost per Annual Physical Street Address Country Postal Code Expiration Sqft Sqft Cost Description of use South County Business Park Dublin 18, Ireland March 2026 6,000 $ 30 $ 179,000 Europe office
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The following table presents our property locations at December 31, 2025 for our U.S. locations: Base Base Lease Approx. Cost per Annual Physical Street Address City, State Zip Code Expiration Sqft Sqft Cost Description of use 11250 Waples Mill Rd S.
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Tower, Suite 210 Fairfax, VA 22030 March 2029 11,852 $ 28 $ 328,000 Headquarters, Sales, Operations 8351 N High Street, Suite 130, 149 and 200 Columbus, OH 43235 November 2028 18,833 $ 11 $ 200,100 Sales and Operations 21 Enterprise Parkway, Suites 130 and 140 Hampton, VA 23669 June 2031 5,989 $ 16 $ 98,800 Customer Support 7611 Green Meadows Dr.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS From time to time, we may be involved in claims arising in the ordinary course of business.
Biggest changeITEM 3. LEGAL PROCEEDINGS From time to time, we are involved in legal proceedings, claims, and disputes arising in the ordinary course of business. As of the date of this report, we are party to certain legal matters, that management believes are routine in nature and not material, individually or in the aggregate.
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We are not currently involved in legal proceedings, governmental actions, investigations or claims currently pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition.
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While the outcome of these matters cannot be predicted with certainty, we do not believe that their resolution will have a material adverse effect on our business, financial condition, results of operations, or cash flows.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the NYSE American under the symbol “WYY”. Holders As of the close of business on March 31, 2025, there were 81 registered holders of record of our common stock.
Biggest changeITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the NYSE American under the symbol “WYY”. Holders As of the close of business on March 19, 2026, there were 80 registered holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeState and Local Governments 409,413 561,378 (151,965 ) Foreign Governments 65,707 79,556 (13,849 ) Commercial Enterprises 23,201,235 20,910,101 2,291,134 $ 142,571,749 $ 106,026,360 $ 36,545,389 ■ Our sales to federal government customers increased primarily because of the increased sales to FEMA of both managed and carrier services that experienced 12 months of revenue totaling $20 million in 2024 compared to 2 months of revenue totaling $1.3 million in 2023, as well as managed services revenues for a government end customer that began in late third quarter 2024.
Biggest changeState and Local Governments 439,588 409,413 30,175 Foreign Governments 62,046 65,707 (3,661 ) Commercial Enterprises 24,773,474 23,201,235 1,572,239 $ 150,545,364 $ 142,571,749 $ 7,973,615 · Our sales to federal government customers increased primarily because of a full twelve months of managed services revenues for a government end customer that began in late third quarter 2024 and an additional task order with the Customs and Border Protection in September of 2025 to manage 30,000 phone lines and associated carrier services that added approximately $5.2 million in 2025. · Our sales to state, local, and foreign government customers were relatively constant from year to year. · Our sales to commercial enterprise customers increased primarily as a result of increased sales in our ITaaS offering and increased commercial use of our identity management solutions.
In fiscal 2025, we will continue to focus on the following key goals: ■ Winning the DHS CWHS 3.0 re-compete, ■ Continue to find additional avenues for capturing new sales opportunities, ■ Continue to provide unmatched level of services to our current customer base, ■ Leverage our FedRAMP Authorized status as a differentiator from our competitors in pursuing government business, ■ Grow our recurring managed services revenues, ■ Add incremental capabilities to our Technology Management solution set and develop and possibly acquire new high margin business lines, ■ Leverage our software platforms to grow our SaaS revenues and take advantage of the opportunities emerging from the growth in remote working, ■ Expand our commercial customer base organically, ■ Continue to leverage the R2v3 Certification, ■ Execute cross-sell opportunities identified from ITA acquisition, including Identity Management (IdM), Telecommunications Lifecycle Management (TLM) and Digital Billing & Analytics (DB&A) solution, ■ Growing our sales pipeline by continuing to invest in our business development and sales team assets, ■ Pursuing additional opportunities with our key systems integrator and strategic partners, and ■ Expanding our solution offerings into the commercial space, ■ Explore integration of artificial intelligence into our solution to provide better information security, and improve service delivery while reducing response time and cost. 31 Our strategy for achieving our longer-term goals include: ■ Establishing a market leadership position in the trusted mobility management (TM2) sector, ■ pursuing accretive and strategic acquisitions to expand our solutions and our customer base, ■ delivering new incremental offerings to add to our existing TM2 offering, ■ creating and testing innovative new offerings that enhance our TM2 offering, and ■ transitioning our data center and support infrastructure into a more cost-effective and federally approved cloud environment to comply with perceived future contract requirements.
In fiscal 2026, we will continue to focus on the following key goals: · Winning the DHS CWHS 3.0 re-compete, · Continue to find additional avenues for capturing new sales opportunities, · Continue to provide unmatched level of services to our current customer base, · Leverage our FedRAMP Authorized status as a differentiator from our competitors in pursuing government business, · Grow our recurring managed services revenues, · Add incremental capabilities to our Technology Management solution set and develop and possibly acquire new high margin business lines, · Leverage our software platforms to grow our SaaS revenues and take advantage of the opportunities emerging from the growth in remote working, · Expand our commercial customer base organically, · Continue to leverage the R2v3 Certification, · Execute cross-sell opportunities identified from ITA acquisition, including Identity Management (IdM), Telecommunications Lifecycle Management (TLM) and Digital Billing & Analytics (DB&A) solution, · Growing our sales pipeline by continuing to invest in our business development and sales team assets, · Pursuing additional opportunities with our key systems integrator and strategic partners, · Expanding our solution offerings into the commercial space, and 31 · Explore integration of artificial intelligence into our solution to provide better information security, and improve service delivery while reducing response time and cost. · Our strategy for achieving our longer-term goals include: · Establishing a market leadership position in the trusted mobility management (TM2) sector, · pursuing strategic acquisitions to expand our solutions and our customer base, · delivering new incremental offerings to add to our existing TM2 offering, · creating and testing innovative new offerings that enhance our TM2 offering, and · transitioning our data center and support infrastructure into a more cost-effective and federally approved cloud environment to comply with perceived future contract requirements.
Critical Accounting Policies Refer to Note 2 to the consolidated financial statements for a summary of our significant accounting policies referenced, as applicable, to other notes. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require management’s judgment in its application.
Critical Accounting Policies and Estimates Refer to Note 2 to the consolidated financial statements for a summary of our significant accounting policies referenced, as applicable, to other notes. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require management’s judgment in its application.
Our senior management has reviewed these critical accounting policies and related disclosures with its Audit Committee. See Note 2 to consolidated financial statements, which contain additional information regarding accounting policies and other disclosures required by U.S. GAAP.
Our senior management has reviewed these critical accounting policies and estimates and related disclosures with its Audit Committee. See Note 2 to consolidated financial statements, which contain additional information regarding accounting policies and other disclosures required by U.S. GAAP.
Our actual reported revenue may fluctuate month to month depending on the hours worked, number of users, number of devices managed, actual or prospective proven expense savings, actual technology spend, or any other metrics as contractually agreed to with our customers. 32 Our revenue recognition policies for our managed services are summarized and shown below: ■ Managed services are delivered on a monthly basis based on a standard fixed pricing scale and sensitive to significant changes in per user or device counts which form the basis for monthly charges.
Our actual reported revenue may fluctuate quarter to quarter depending on the hours worked, number of users, number of devices managed, actual or prospective proven expense savings, actual technology spend, or any other metrics as contractually agreed to with our customers. 32 Our revenue recognition policies for our managed services are summarized and shown below: · Managed services are delivered on a monthly basis based on a standard fixed pricing scale and sensitive to significant changes in per user or device counts which form the basis for monthly charges.
Operating Expenses Sales and marketing expenses include employee labor, excluding fringe benefit costs, and sales commissions associated with our sales force, commission fees paid non-employee sales agents and partners, and costs associated with travel and trade shows.
Operating Expenses Sales and marketing expenses include employee labor, excluding fringe benefit costs, and sales commissions associated with our sales force, commission fees paid to non-employee sales agents and partners, and costs associated with travel and trade shows.
The following section below provides information about certain critical accounting policies that are important to the consolidated financial statements and that require significant management assumptions and judgments.
The following section below provides information about certain critical accounting policies and estimates that are important to the consolidated financial statements and that require significant management assumptions and judgments.
There is generally no significant performance obligation to provide post contract services in relation to identity consoles delivered. Identity certificates issued have a fixed life and cannot be modified once issued. ■ Proprietary software revenue for software sold as a term license is recognized ratably over the license term from the date the software is accepted by the customer.
There is generally no significant performance obligation to provide post contract services in relation to identity consoles delivered. Identity certificates issued have a fixed life and cannot be modified once issued. · Software revenue for software sold as a subscription is recognized ratably over the license term from the date the software is accepted by the customer.
Interest accrues on the outstanding principal balance of the Credit Facility at an annual rate equal to the Prime Rate published in The Wall Street Journal, subject to a floor rate of 7.25%. Outstanding interest on the amount borrowed is payable monthly and all outstanding interest and principal is due on the maturity date of February 28, 2026.
Interest accrues on the outstanding principal balance of the Credit Facility at an annual rate equal to the Prime Rate published in The Wall Street Journal, subject to a floor rate of 7.25%. Outstanding interest on the amount borrowed is payable monthly and all outstanding interest and principal is due on the maturity date of May 28, 2026.
We believe these actions could drive a strategic repositioning 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.
We believe these actions could drive a strategic repositioning to our TM2 offering and could include the sale of non-aligned offerings coupled with acquisitions of complementary and supplementary offerings that could result in a more focused core set of TM2 offerings.
The Company performed its annual impairment assessment and based upon the Company’s market capitalization at December 31, 2024, as well as the absence of any indicators of impairment, the Company concluded there was no impairment of goodwill at December 31, 2024.
The Company performed its annual impairment assessment and based upon the Company’s market capitalization at December 31, 2025, as well as the absence of any indicators of impairment, the Company concluded there was no impairment of goodwill at December 31, 2025.
General and administrative expenses include employees in finance, human resources, information technology, and other administrative support functions; employee labor not associated with any single revenue producing activity, all company fringe benefits, including paid time off, employee health and medical insurance, 401k matching contributions, and payroll taxes.
General and administrative expenses include employees in finance, human resources, information technology, and other administrative support functions; employee labor not associated with any single revenue producing activity, all company fringe benefits, including paid time off, employee health and medical insurance, 401(K) matching contributions, and payroll taxes.
In addition, we focused on increasing our customer base and our sales pipeline and leveraging our strategic relationships with key system integrators and strategic partners to capture additional market share. On February 19, 2025 WidePoint’s Intelligent Technology Management System (ITMS) achieved FedRAMP Authorized status from the Federal Risk and Authorization Management Program (FedRAMP) Program Management Office (PMO).
Strategy During 2025, we focused on increasing our customer base and our sales pipeline and leveraging our strategic relationships with key system integrators and strategic partners to capture additional market share. On February 19, 2025 WidePoint’s Intelligent Technology Management System (ITMS) achieved FedRAMP Authorized status from the Federal Risk and Authorization Management Program (FedRAMP) Program Management Office (PMO).
On February 29, 2024, we entered into a Loan and Security Agreement (the “Loan”) and Promissory Note (the “Note,” and, together with the Loan, the “Agreements”) with Old Dominion National Bank. The Agreements provide for a $4,000,000 revolving line of credit facility (the “Credit Facility”).
Credit Facility On February 29, 2024, we entered into a Loan and Security Agreement (the “Loan”) and Promissory Note (the “Note,” and, together with the Loan, the “Agreements”) with Old Dominion National Bank. The Agreements provide for a $4,000,000 revolving line of credit facility (the “Credit Facility”) until May 28, 2026.
We experience temporary collection timing differences from time to time due to customer invoice processing delays that are often beyond our control. One US government agency, under the Department of Homeland Security, accounted for $14.4 million and $1.4 million of our unbilled receivables at December 31, 2024 and 2023, respectively.
We experience temporary collection timing differences from time to time due to customer invoice processing delays that are often beyond our control. One US government agency, under the Department of Homeland Security, accounted for $6.8 million and $14.4 million of our unbilled receivables at December 31, 2025 and 2024, respectively.
For the year ended December 31, 2024, cash used in financing activities was approximately $0.9 million and reflects line of credit advances and payments of approximately $5.6 million, finance lease principal repayments of approximately $636,500 and withholding taxes paid on behalf of employees on net settled restricted stock awards of approximately $258,400.
For the year ended December 31, 2024, cash used in financing activities was approximately $0.9 million and reflects line of credit advances and payments of approximately $5.6 million, finance lease principal repayments of approximately $0.6 million and withholding taxes paid on behalf of employees on net settled restricted stock awards of approximately $0.3 million.
Sales and marketing expense for the year ended December 31, 2024 were $2.3 million (or 2% of revenues), compared to $1.7 million (or 2% of revenues) in 2023.
Sales and marketing expense for the year ended December 31, 2025 were $2.7 million (or 2% of revenues), compared to $2.3 million (or 2% of revenues) in 2024.
Net Effect of Exchange Rate on Cash and Equivalents For the year ended December 31, 2024, the gradual depreciation of the Euro relative to the US dollar decreased the translated value of our foreign cash balances by approximately $31,900 compared to last year.
Net Effect of Exchange Rate on Cash and Equivalents For the year ended December 31, 2025, the gradual depreciation of the Euro relative to the US dollar decreased the translated value of our foreign cash balances by approximately $72,200 compared to last year.
We offer our TMaaS 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.
We offer our TMaaS solutions through a flexible “As-a-Service” model or “Xaas” which includes both a scalable and comprehensive set of functional capabilities that can be used by any customer to meet the most common functional, technical and security requirements for mobility management.
Liquidity and Capital Net Working Capital Our sources of liquidity include cash on hand, our anticipated cash flows from operations, and funds available under the Old Dominion Credit Facility, through its maturity on February 28, 2026. At December 31, 2024, our net working capital was approximately $2.4 million as compared to $1.4 million at December 31, 2023.
Liquidity and Capital Net Working Capital Our sources of liquidity include cash on hand, our anticipated cash flows from operations, and interim funds available under the Old Dominion Credit Facility, through its maturity date of May 28, 2026. At December 31, 2025, our net working capital was approximately $2.3 million as compared to $2.4 million at December 31, 2024.
Maintenance services, if contracted, are recognized ratably over the term of the maintenance agreement, generally twelve months. Revenue for fixed price software licenses that are sold as a perpetual license with no significant customization are recognized when the software is delivered. Implementation fees are recognized when the work is completed.
Maintenance services, if contracted, are recognized ratably over the term of the maintenance agreement, generally twelve to thirty six months. Revenue for fixed price software licenses that are sold as a perpetual license with no significant customization are recognized when the software is delivered.
Our TMaaS solutions are hosted and accessible on-demand through a secure federal government certified proprietary portal that provides our customers with the ability to manage, analyze and protect their valuable communications assets, and deploy identity management solutions that provide secured virtual and physical access to restricted environments. Strategy During 2024, we completed the integration of the acquired assets of ITA.
Our TMaaS solutions are hosted and accessible on-demand through a secure federal government certified proprietary portal that provides our customers with the ability to manage, analyze and protect their valuable communications assets, and deploy identity management solutions that provide secured virtual and physical access to restricted environments.
For the year ended December 31, 2023, the depreciation of the Euro relative to the US dollar decreased the translated value of our foreign cash balances by approximately $23,800.
For the year ended December 31, 2024, the depreciation of the Euro relative to the US dollar decreased the translated value of our foreign cash balances by approximately $31,900.
We are in compliance with the covenants at December 31, 2024. Off-Balance Sheet Arrangements The Company has no existing off-balance sheet arrangements as defined under SEC regulations.
We were in compliance with the covenants at December 31, 2025. 39 Off-Balance Sheet Arrangements The Company has no existing off-balance sheet arrangements as defined under SEC regulations.
Net Loss As a result of the factors above, net loss for the year ended December 31, 2024 was $1.9 million or $0.21 loss per share as compared to a net loss of $4.0 million in 2023 or $0.46 loss per share.
Net Loss As a result of the factors above, net loss for the year ended December 31, 2025 was $2.7 million or $0.28 loss per share as compared to a net loss of $1.9 million in 2024 or $0.21 loss per share.
Cost of revenues for the year ended December 31, 2024 were $123.5 million (or 87% of revenues) compared to $90.4 million (or 85% of revenues) in 2023. Increased carrier services costs as well as costs related to reselling contributed to the increase.
Cost of revenues for the year ended December 31, 2025 were $129.5 million (or 86% of revenues) compared to $123.5 million (or 87% of revenues) in 2024. Increased carrier services costs as well as costs related to reselling contributed to the dollar increase.
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. 35 Revenues by customer type for the periods presented is set forth below: YEARS ENDED DECEMBER 31, Dollar Customer Type 2024 2023 Variance U.S. Federal Government $ 118,895,394 $ 84,475,325 $ 34,420,069 U.S.
Reselling and other services are transactional in nature and as a result the amount and timing of revenue will vary significantly from quarter to quarter. Revenues by customer type for the periods presented is set forth below: YEARS ENDED DECEMBER 31, Dollar Customer Type 2025 2024 Variance U.S. Federal Government $ 125,270,256 $ 118,895,394 $ 6,374,862 U.S.
(Benefit) Provision for Income Taxes Income tax benefit for the year ended December 31, 2024 was $4,000 compared to an income tax provision of $0.1 million in 2023.
Provision (Benefit) for Income Taxes Income tax provision for the year ended December 31, 2025 was $97,700 compared to an income tax benefit of $4,000 in 2024.
For the year ended December 31, 2024, cash provided by investing activities was approximately $0.1 million and consisted of $0.2 million in proceeds from factoring arrangement offset by purchases of property and equipment. In 2025, we expect to spend additional funds to pay for, and refresh equipment related to our increasing workforce.
For the year ended December 31, 2024, cash provided by investing activities was approximately $0.1 million and consisted of $0.2 million in proceeds from our factoring arrangement offset by purchases of property and equipment.
Revenue from this service does not require significant accounting estimates . Our revenue recognition policy for our labor services is summarized and shown below: ■ Billable services are professional services provided on a project basis determined by our customers’ specific requirements. These technical professional services are billed based on time incurred and actual costs.
Our revenue recognition policy for our labor services is summarized and shown below: · Billable services are professional services provided on a project basis determined by our customers’ specific requirements. These technical professional services are billed based on time incurred and actual costs. We recognize revenues for professional services performed based on actual hours worked and actual costs incurred.
We believe that our existing cash balances and our anticipated cash flows from operations and access to our credit facility will be sufficient to meet our working capital, expenditure, and contractual obligation requirements for the next 12 months. There is no assurance that, if needed, we will be able to borrow or raise capital on favorable terms or at all.
We believe that our existing cash balances and our anticipated cash flows from operations and access to our credit facility will be sufficient to meet our working capital, capital expenditure, and contractual obligation requirements for the next 12 months.
On February 18, 2025, the Company renewed its line of credit for an additional year through February 28, 2026. See Note 21. 39 Advances under the Credit Facility are subject to a borrowing base equal to the lesser of (i) $4,000,000 or (ii) 80% of eligible accounts receivable.
The Company expects to renew its line of credit for a full year term on May 28, 2026 or sooner. Advances under the Credit Facility are subject to a borrowing base equal to the lesser of (i) $4,000,000 or (ii) 80% of eligible accounts receivable.
We only recognize revenues earned for arranging the transaction and any related costs. 33 Our revenue recognition policies for our billable carrier services is summarized and shown below: ■ Carrier services are delivered on a monthly basis and consist of phone, data and satellite and related mobile services for a connected device or end point.
In these transactions, the Company recognizes revenue on a net basis, reflecting the fees or margins earned for arranging the transaction, with no corresponding recognition of the related third-party costs Our revenue recognition policies for our billable carrier services is summarized and shown below: · Carrier services are delivered on a monthly basis and consist of phone, data and satellite and related mobile services for a connected device or end point.
For the year ended December 31, 2023, cash used in financing activities was approximately $0.6 million and reflects line of credit advances and payments of approximately $6.5 million, finance lease principal repayments of approximately $586,500 and withholding taxes paid on behalf of employees on net settled restricted stock awards of approximately $3,600.
For the year ended December 31, 2025, cash used in financing activities was approximately $0.7 million and reflects line of credit advances and payments of approximately $2.8 million, finance lease principal repayments of approximately $580,200, proceeds from stock option exercises of approximately $52,300 and withholding taxes paid on behalf of employees on net settled restricted stock awards of approximately $130,700.
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.
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.
Cash Flows from Operating Activities Cash provided by operating activities provides an indication of our ability to generate sufficient cash flow from our recurring business activities. Our single largest cash operating expense is labor and company sponsored benefits.
There is no assurance that, if needed, we will be able to borrow or raise capital on favorable terms or at all. Cash Flows from Operating Activities Cash provided by operating activities provides an indication of our ability to generate sufficient cash flow from our recurring business activities. Our single largest cash operating expense is labor and company sponsored benefits.
For the year ended December 31, 2024, net cash provided by operations was approximately $1.6 million driven by collections of accounts receivable and temporary payable timing difference, as compared to approximately $0.6 million net cash provided by operations for the year ended December 31, 2023. 38 Cash Flows from Investing Activities Cash used in investing activities provides an indication of our long-term infrastructure investments.
For the year ended December 31, 2025, net cash provided by operating activities was approximately $5.7 million driven by collections of accounts receivable and temporary payable timing differences, as compared to approximately $1.6 million net cash provided by operations for the year ended December 31, 2024.
During the year ended December 31, 2024, the Company recorded a valuation allowance against a portion of domestic deferred tax assets because management determined that is it more likely than not the Company will not earn income sufficient to realize the deferred tax assets during the carryforward period. 34 2024 Results of Operations Year Ended December 31, 2024 Compared to the Year ended December 31, 2023 Revenues Revenues for the year ended December 31, 2024 were $142.6 million, an increase of $36.5 million (or 34%), compared to approximately $106.0 million in 2023.
Should a change in facts or circumstances lead to a change in judgment about the ultimate ability to realize a deferred tax asset (including our utilization of historical net operating losses and share-based compensation expense), the Company records or adjusts the related valuation allowance in the period that the change in facts or circumstances occurs, along with a corresponding increase or decrease to the income tax provision. 34 During the year ended December 31, 2025, the Company recorded a valuation allowance against a portion of domestic deferred tax assets because management determined that is it more likely than not the Company will not earn income sufficient to realize the deferred tax assets during the carryforward period. 2025 Results of Operations Year Ended December 31, 2025 Compared to the Year ended December 31, 2024 Revenues Revenues for the year ended December 31, 2025 were $150.5 million, an increase of $7.9 million (or 6%), compared to approximately $142.6 million in 2024.
Depreciation and amortization expense was $1.0 million for the year ended December 31, 2024 as compared to $0.8 million in 2023. 37 Other (Expense) Income Net other expense for the year ended December 31, 2024 was $(0.1) million as compared to net other expense of $(0.2) million in 2023.
Depreciation and amortization expense increased to $1.3 million for the year ended December 31, 2025 as compared to $1.0 million in 2024, primarily due to increased depreciation expense recognized on certain disaster recovery assets based on their assessed in-service dates. 37 Other Income (Expense) Net other income (expense) for the year ended December 31, 2025 was $0.1 million as compared to net other income (expense) of $(0.1) million in 2024.
Organizational Overview We were incorporated on May 30, 1997 under the laws of the state of Delaware. We are a leading provider of Technology Management as a Service (TMaaS) that consists of federally certified communications management, identity management, and interactive bill presentment and unified communication analytics solutions and IT as a Service.
Organizational Overview We are a leading provider of Technology Management as a Service (TMaaS) that consists of federally certified communications management, identity management, and interactive bill presentment and unified communication analytics solutions and IT as a Service (ITaaS). We help our clients achieve their organizational missions for mobility management and security objectives in this challenging and complex business environment.
The lower gross margin as a percentage of revenues is related to increased carrier services in 2024 compared to 2023. Gross profit percentage for the year ended December 31, 2024, excluding carrier services was 33% and consistent with the prior period.
Gross profit for the year ended December 31, 2025 was $21.0 million (or 14% of revenues), compared to $19.0 million (or 13% of revenues) in 2024. The higher gross margin as a percentage of revenues is related to increased gross margins experienced in our managed services in 2025 compared to 2024.
Our cost of revenues will fluctuate due to our revenue mix. 36 Gross Profit The following table illustrates gross profit related to Carrier services and Managed services: YEARS ENDED DECEMBER 31, Dollar Percent 2024 2023 Variance Change Revenues: Carrier Services $ 86,793,729 $ 58,233,989 $ 28,559,740 49 % Managed Services 55,778,020 47,792,371 7,985,649 17 % Total revenue 142,571,749 106,026,360 36,545,389 34 % Gross Profit: Carrier Services - - - Managed Services 19,004,405 15,645,527 3,358,878 21 % Total gross profit 19,004,405 15,645,527 3,358,878 21 % Gross Margin: Carrier Services - - Managed Services 34 % 33 % Total gross margin 13 % 15 % Gross profit for the year ended December 31, 2024 was $19.0 million (or 13% of revenues), compared to $15.6 million (or 15% of revenues) in 2023.
Our cost of revenues will fluctuate due to our revenue mix. 36 Gross Profit The following table illustrates gross profit related to Carrier services and Managed services: YEARS ENDED DECEMBER 31, Dollar Percent 2025 2024 Variance Change Revenues: Carrier Services $ 91,867,704 $ 86,793,729 $ 5,073,975 6 % Managed Services 58,677,660 55,778,021 2,899,639 5 % Total revenue 150,545,364 142,571,750 7,973,614 6 % Gross Profit: Carrier Services - - - Managed Services 21,007,940 19,004,405 2,003,535 11 % Total gross profit 21,007,940 19,004,405 2,003,535 11 % Gross Margin: Carrier Services - - Managed Services 36 % 34 % Total gross margin 14 % 13 % Gross profit percentage for the year ended December 31, 2025 of our managed services was 36% compared to 34% in the prior period.
For those reselling transactions where we are the principal, revenues for product reselling are typically recorded upon delivery while revenues for services reselling are generally recorded over the contractual service period.
For reselling transactions in which the Company is the principal, revenue from product resales is generally recognized upon delivery, while revenue from resold services is generally recognized over the contractual service period.
We recognize revenues for professional services performed based on actual hours worked and actual costs incurred. Our revenue recognition policy for our reselling services is summarized and shown below: ■ Reselling services require the Company to acquire third party products and services to satisfy customer contractual obligations.
Our revenue recognition policy for our reselling services is summarized and shown below: Reselling arrangements require the Company to procure third-party products and services in order to satisfy customer contractual obligations. The Company recognizes revenue and related costs on a gross basis in arrangements in which it controls the specified products or services prior to transfer to the customer.
Our mix of revenues for the periods presented is set forth below: YEARS ENDED DECEMBER 31, Dollar 2024 2023 Variance Carrier Services $ 86,793,729 $ 58,233,989 $ 28,559,740 Managed Services: Managed Service Fees 35,754,896 31,285,709 4,469,187 Billable Service Fees 5,133,212 4,985,988 147,224 Reselling and Other Services 14,889,912 11,520,674 3,369,238 Total Managed Services: 55,778,020 47,792,371 7,985,649 $ 142,571,749 $ 106,026,360 $ 36,545,389 ■ Our carrier services revenues increased by $28.5 million to $86.8 million from $58.2 million last year, primarily due to increased contracting activity with our federal customers, where we pay carrier invoices on behalf of those customers. ■ Our managed service fees increased by $4.5 million to $35.8 million from $31.3 million last year as a result of implementing a new commercial contract for a US government end customer later in the third quarter of 2024 and full year of execution on our FEMA contract compared to 2 months of revenue in 2023. ■ Billable services fees remained relatively constant from 2024 to 2023.
Our mix of revenues for the periods presented is set forth below: YEARS ENDED DECEMBER 31, Dollar 2025 2024 Variance Carrier Services $ 91,867,699 $ 86,793,729 $ 5,073,970 Managed Services: Managed Service Fees 39,068,138 35,754,896 3,313,242 Billable Service Fees 5,447,381 5,133,212 314,169 Reselling and Other Services 14,162,146 14,889,912 (727,766 ) Total Managed Services: 58,677,665 55,778,020 2,899,645 $ 150,545,364 $ 142,571,749 $ 7,973,615 · Our carrier services revenues increased by $5.1 million to $91.8 million from $86.8 million last year, primarily due to increased contracting activity with our federal customers, where we pay carrier invoices on behalf of those customers.
General and administrative expenses for the year ended December 31, 2024 were $17.6 million (or 12% of revenues), as compared to $15.9 million (or 15% of revenues) in 2023. The dollar increase primarily relates to an increase in employee compensation, including compensation expense, and increased health insurance costs compared to the same period last year.
The dollar increase primarily relates to an increase in employee compensation, and increased health insurance costs compared to the same period last year.
Billable service fees can vary due to internal projects in our customer organizations. ■ Reselling and other services increased by $3.4 million to $14.9 million from $11.5 million last year. The increase is primarily related to increased reselling of third-party software-as-a-service applications for recording and storing text messages which is now required under an expansion of the Federal Records Act.
Billable service fees can vary due to internal projects in our customer organizations. 35 · Reselling and other services decreased by $0.7 million to $14.2 million from $14.9 million last year. The decrease was driven by a partial termination of a customer contract in 2025.
We are the principal in these transactions as we are seen as the primary creditor, we carry inventory risk for undelivered products and services, we directly issue purchase orders third party suppliers, and we have discretion in sourcing among many different suppliers.
In these arrangements, the Company acts as the principal, as it is primarily responsible to the customer for fulfillment, bears inventory and credit risk for undelivered products and services, directly contracts with and issues purchase orders to third-party suppliers, and has discretion in selecting among multiple suppliers.
Removed
We help our clients achieve their organizational missions for mobility management and security objectives in this challenging and complex business environment.
Added
When we enter into Software as a Service (SaaS) agreements and we are the principal in the transaction, we recognize revenue commensurate with the end customers consumption of the services Implementation fees are recognized when the work is completed. Revenue from this service does not require significant accounting estimates .
Removed
We recognize revenues and related costs on a gross basis when we satisfy customer contractual obligations for such arrangements where we control the products and services before they are transferred to the customer.
Added
When the Company enters into Software-as-a-Service (“SaaS”) arrangements in which it is the principal, revenue is recognized in a manner that reflects the customer’s consumption of the services over the period of access. 33 In arrangements in which the Company does not control the underlying products or services prior to transfer and instead arranges for third parties to provide such products or services to customers on their own account, the Company acts as an agent.
Removed
For those transactions in which we procure and deliver products and services for our customers’ on their own account we do not recognize revenues and related costs on a gross basis for these arrangements.
Added
A significant portion of our overall reported revenue consists of revenue from carrier services; however, it represents an insignificant portion of our overall reported gross profit.
Removed
Should a change in facts or circumstances lead to a change in judgment about the ultimate ability to realize a deferred tax asset (including our utilization of historical net operating losses and share-based compensation expense), the Company records or adjusts the related valuation allowance in the period that the change in facts or circumstances occurs, along with a corresponding increase or decrease to the income tax provision.
Added
This is a commodity type service and is a pass through cost yielding no margin, but this is a necessary service to deliver to federal government customers that engage us to provide a full-service solution as part of our platform. · Our managed service fees increased by $3.3 million to $39.1 million from $35.8 million last year as a result of implementing a new commercial contract for a US government end customer later in the third quarter of 2024 compared with a full twelve months reflected in 2025 and an additional task order with the Customs and Border Protection in September of 2025 to manage 30,000 phone lines. · Billable services fees remained relatively constant from 2025 to 2024.
Removed
Further, other federal customers such as the US Coast Guard, Customs and Border Patrol, saw increased line counts and corresponding carrier services activity, increases year over year in text capture software. ■ Our sales to state and local government customers, which include educational institutions, decreased primarily due to decreased activity in our Identity Management solutions. ■ Our sales to foreign government customers were relatively constant from year to year. ■ Our sales to commercial enterprise customers increased primarily as a result of new increased sales in our ITaaS offering and increased commercial use of our identity management solutions business.
Added
General and administrative expenses also include professional services to include audit, consulting, outside legal, and outsourcing services. General and administrative expenses for the year ended December 31, 2025 were $19.7 million (or 13% of revenues), as compared to $17.6 million (or 12% of revenues) in 2024.
Removed
General and administrative expenses also include professional services to include audit, consulting, outside legal, and outsourcing services. Certain of these expenses, including those associated with the operation of our technical infrastructure as well as components of our operating expenses, are generally less variable in nature and may not correlate to the changes in revenue.
Added
We typically fund purchases of long-term infrastructure assets with available cash or capital lease financing agreements. 38 For the year ended December 31, 2025, cash used in investing activities was approximately $0.3 million and consisted of purchases of property and equipment.
Removed
There was no definite-lived intangible asset impairment during 2024. Definite-lived intangible asset impairment charge for the year ended December 31, 2023 was $0.2 million following impairment testing on definite-lived intangible assets performed during the year.
Removed
The increase in net working capital was primarily driven by reduced investments in computer hardware and software purchases and capitalized internally developed software costs, as well as, an increase in unbilled receivables primarily drive by administrative delays in billing.
Removed
For the year ended December 31, 2023, cash used in investing activities was approximately $0.6 million and consisted of $0.5 million in proceeds from factoring arrangement offset by $1.1 million of computer hardware and software purchases and capitalized internally developed software costs primarily associated with upgrading our ITMS™ and Soft-ex platform, secure identity management technology and network operations center.
Removed
Credit Facility On April 28, 2023, the Company entered into an Accounts Receivable Purchase Agreement (the “Purchase Agreement”) with Republic Capital Access, LLC (the “Buyer”) for the non-recourse sale of eligible accounts receivable relating to U.S. Government prime contracts or subcontracts of the Company (collectively, the “Purchased Receivables”). The Purchase Agreement terminated in April of 2024 and was not renewed.
Removed
Prior to the 2024 termination, we sold a total of $2.9 million of receivables for $2.8 million in proceeds net of fees. During the year ended December 31, 2023, we sold a total of $5.2 million of receivables for $5.1 million in proceeds net of fees.

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