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WIDEPOINT CORP

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 13, 2026

WYY$6.29+1.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001654954-26-004889

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001654954-26-007588

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 46 previous paragraphs and 70 current paragraphs.

25 unchanged; 20 reworded; 13 added; 1 removed; 0 previous and 12 current paragraphs rearranged.

Tables are not compared: 5 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

On June 24, 2026, we were selected as the single awardee of the Department of Homeland Security's (DHS) Cellular Wireless Managed Services (CWMS) 3.0 contract, a 10-year Indefinite Delivery, Indefinite Quantity (IDIQ) contract consisting of a one-year base period and nine one-year option periods with a contract ceiling value of approximately $3.1 billion. Under the CWMS 3.0 award, we will deliver and manage an integrated portfolio of solutions that support lifecycle management, connectivity, security, and operational requirements across all DHS components. Although the Company has been selected for the contract, on June 29, 2026, we were notified that a post-award protest was filed with respect to the contract.

Current report

Managed Service Revenues. Total managed services revenue was $13.9 million, a decrease of $1.1 million compared with $15.1 million in the same period in 2025 as follows:

Current report

We expect to incur additional costs in future periods related to our move from a smaller reporting company to an accelerated filer, including increased external audit fees, consulting services, additional personnel and other compliance-related expenditures. Based on current estimates, these incremental costs are expected to approximate $0.8 million during the second half of 2026.

Current report

We also expect to incur certain compensation costs associated with previously approved employee incentive arrangements that are contingent upon the final resolution of the protest process with respect to our CWMS 3.0 award. These arrangements include up to approximately $0.6 million of cash incentive compensation expected to be paid upon satisfaction of the applicable performance condition, as well as up to approximately $0.4 million of stock-based compensation that would be recognized over the applicable requisite service periods following satisfaction of the performance condition. The timing, amount and financial statement impact of these costs will depend on the outcome and timing of the protest process, the final terms of the award, employee service requirements, forfeitures, and other factors. Accordingly, there can be no assurance as to the timing or amount of any future compensation expense.

Current report

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Current report

The Company's capital expenditures have historically consisted primarily of investments in information technology infrastructure, software, equipment and other assets supporting customer programs and internal operations. Capital expenditures during the six months ended June 30, 2026 were less than $0.1 million.

Current report

Based on currently available information and anticipated business requirements, the Company presently expects capital expenditures during the second half of 2026 to approximate $0.4 million to $0.5 million. In addition, the Company currently anticipates capital expenditures during 2027 could exceed $1.0 million, primarily to support anticipated customer programs, technology infrastructure and other strategic initiatives.

Current report

These anticipated expenditures remain subject to the timing of customer requirements, contract awards, business conditions, procurement schedules and other factors and, accordingly, actual capital expenditures may differ materially from current expectations.

Current report

Management believes that existing cash balances, cash generated from operations and available sources of liquidity will be sufficient to fund these anticipated capital expenditures.

Current report

Expected Sarbanes-Oxley Compliance Costs. As a result of the Company's transition to accelerated filer status, the Company expects increased operating cash expenditures associated with compliance with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act during the remainder of 2026 and into 2027. These expenditures are expected to include higher external audit fees, consulting services, additional personnel and other compliance-related costs. Management believes these expenditures can be funded through existing cash balances and cash generated from operations.

Current report

Contingent Cash Requirement. As previously disclosed, the Company has been selected for award of the successor DHS Cellular Wireless Managed Services ("CWMS 3.0") contract. The award remains subject to a bid protest, and the timing and ultimate outcome of the protest process are uncertain. Upon final resolution of the protest process in the Company's favor and satisfaction of the applicable conditions, the Company would become obligated to pay up to approximately $0.6 million of cash incentive compensation under previously approved employee incentive arrangements. Management believes the Company has sufficient liquidity to satisfy this contingent obligation from existing cash balances and operating cash flows. Until the protest process is resolved, no liability has been recognized for these contingent payments
Removed paragraphs (1)

Previous report

Our Department of Homeland Security for Cellular Wireless Managed Services (CWMS) 2.0 ID/IQ Contract (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.
Reworded paragraphs (20)

Previous wording

Revenues. Revenues for the three months ended March 31, 2026 were $40.6 million, an increase of $7.1 million (or 21%) compared to $33.5 million in the same period in 2025. Our mix of revenues for the periods presented is set forth below:

Current wording

Revenues. Revenues for the three months ended June 30, 2026 were $38.0 million, an increase of $0.7 million (or 2%) compared to $37.3 million in the same period in 2025. Our mix of revenues for the periods presented is set forth below:

Previous wording

Carrier Service Revenues. We also procure, process and pay communications carrier invoices on behalf of customers. Under many of our carrier services arrangements, we recognize revenues and related costs on a gross basis. A significant portion of our overall reported revenue consists of revenue from carrier services; however, it represents an insignificant portion of our overall reported gross profit. This is a commodity type service and margins are nominal, but this is a necessary service to deliver to federal government customers that engage us to provide a full-service solution. Our carrier services revenue was $25.8 million, an increase of $3.4 million, as compared with the same period in 2025. The increase in carrier services revenues over the same period last year is a result of the growth in the number of phone lines under management during 2025 for our DHS customer.

Current wording

Carrier Service Revenues. We also procure, process and pay communications carrier invoices on behalf of customers. Under many of our carrier services arrangements, we recognize revenues and related costs on a gross basis. A significant portion of our overall reported revenue consists of revenue from carrier services; however, it represents an insignificant portion of our overall reported gross profit. This is a commodity type service and margins are nominal, but this is a necessary service to deliver to federal government customers that engage us to provide a full-service solution. Our carrier services revenue was $24.1 million, an increase of $1.8 million, as compared with the same period in 2025. The increase in carrier services revenues over the same period last year is a result of the growth in the number of phone lines under management during the second half of 2025 for our DHS customer.

Previous wording

Cost of Revenues. Our cost of revenues include employee labor, excluding fringe benefit costs, and subcontractors directly associated with satisfying customer performance obligations, cash back rewards received associated with vendor payments made on behalf of customers, and the associated cost of products and third-party software that we resell to our end customers. Cost of revenues also includes depreciation and amortization of capitalized software related to delivering our solutions. Cost of revenues for the three months ended March 31, 2026 were $34.9 million (or 86% of revenues), an increase of $6.2 million from $28.7 million (or 86% of revenues) in the same period in 2025. Included in cost of revenues is carrier costs paid on behalf of our federal government customers of approximately $25.1 million and $21.6 million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Cost of Revenues. Our cost of revenues include employee labor, excluding fringe benefit costs, and subcontractors directly associated with satisfying customer performance obligations, cash back rewards received associated with vendor payments made on behalf of customers, and the associated cost of products and third-party software that we resell to our end customers. Cost of revenues also includes depreciation and amortization of capitalized software related to delivering our solutions. Cost of revenues for the three months ended June 30, 2026 were $32.2 million (or 85% of revenues) and was consistent with cost of revenues in the same period in 2025. Included in cost of revenues is carrier costs paid on behalf of our federal government customers of approximately $23.3 million and $21.6 million for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

Gross Profit. Gross profit for the three month period ended March 31, 2026 increased on a dollar basis by $0.8 million to $5.6 million (or 14% of revenues), compared to $4.8 million (or 14% of revenues) in the same period in 2025.

Current wording

Gross Profit. Gross profit for the three month period ended June 30, 2026 increased on a dollar basis by $0.7 million to $5.8 million (or 15% of revenues), compared to $5.1 million (or 14% of revenues) in the same period in 2025.

Previous wording

Gross profit attributable to carrier services revenue (excluding managed services), for the three-months ended March 31, 2026 was 2% compared to 3% in the same period last year, the gross profit reflected related to carrier services results from cash back rewards received from third party payment platforms associated with vendor payments made on behalf of customers. Gross profit as a percentage of managed services revenue (excluding carrier services) for the three months ended March 31, 2026 was 34% compared to 37% in the same period last year due to slightly higher labor costs, as we bolster our customer delivery and relatively more reselling revenues which carry lower margins, compared to the same period last year.

Current wording

Gross profit attributable to carrier services revenue (excluding managed services), for the three-months ended June 30, 2026 was 3% compared to 3% in the same period last year, the gross profit reflected related to carrier services results from fees received from third party payment platforms associated with vendor payments made on behalf of customers. Gross profit as a percentage of managed services revenue (excluding carrier services) for the three months ended June 30, 2026 was 36% compared to 30% in the same period last year due to $1.1 million increase in the higher margin managed services compared to the same period last year.

Previous wording

**Sales and Marketing.Sales and marketing expenses include employee labor, excluding fringe benefit costs, and sales commissions associated with our sales force, commission fees paid to non-employee sales agents and partners, and costs associated with travel and trade shows.**Sales and marketing expense for the three months ended March 31, 2026 was $0.6 million (or 1% of revenues) and remained relatively consistent compared to $0.6 million (or 2% of revenues) in 2025.

Current wording

**Sales and Marketing.Sales and marketing expenses include employee labor, excluding fringe benefit costs, and sales commissions associated with our sales force, commission fees paid to non-employee sales agents and partners, and costs associated with travel and trade shows.**Sales and marketing expense for the three months ended June 30, 2026 was $0.6 million (or 2% of revenues) and remained relatively consistent compared to $0.6 million (or 2% of revenues) in 2025.

Previous wording

General and Administrative. 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 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. General and administrative expenses for the three months ended March 31, 2026 were $4.8 million (or 12% of revenues), compared to $4.7 million (or 14% of revenues) in 2025, with the slight increase primarily due to higher share-based compensation of approximately $50,000. The increase was partially offset by approximately $0.5 million of internal IT labor costs that are typically reflected within general and administrative expenses but were reassigned during the current period to implementation activities associated with a long-term customer contract. These costs were deferred during the period in connection with implementation activities under the long-term customer contract. Because the implementation services do not represent a distinct performance obligation, the related revenue and costs are deferred and will be recognized over the contract term.

Current wording

General and Administrative. 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 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. General and administrative expenses for the three months ended June 30, 2026 were $4.9 million (or 13% of revenues), and remained relatively consistent compared to $4.9 million (or 13% of revenues) in 2025. The increase was partially offset by approximately $0.7 million of internal IT labor costs that are typically reflected within general and administrative expenses but were reassigned during the current period to implementation activities associated with a long-term customer contract. These costs were deferred during the period in connection with implementation activities under the long-term customer contract. Because the implementation services do not represent a distinct performance obligation, the related revenue and costs are deferred and will be recognized over the contract term.

Previous wording

Depreciation and Amortization. Depreciation and amortization expense for the three months ended March 31, 2026 was $228,000 which is consistent as compared to $223,700 in 2025.

Current wording

Depreciation and Amortization. Depreciation and amortization expense for the three months ended June 30, 2026 was $181,400 which is consistent as compared to $233,100 in 2025.

Previous wording

Income Taxes. Income tax benefit for the three months ended March 31, 2026 was $43,700 as compared to income tax benefit of $94,000 in 2025. Income taxes were accrued at an estimated effective tax rate of (131.22)% for the three months ended March 31, 2026 compared to 11.5% for the three month period ended March 31, 2025.

Current wording

Income Taxes. Income tax provision for the three months ended June 30, 2026 was $2,100 as compared to income tax benefit of $52,400 in 2025.

Previous wording

Net Income (Loss).* *As a result of the cumulative factors described above, net income for the three months ended March 31, 2026 increased by $801,100 to $77,000 compared to net loss of $724,100 for the three months ended March 31, 2025.

Current wording

Net Income (Loss).* *As a result of the cumulative factors described above, net income for the three months ended June 30, 2026 increased by $0.7 million to $66,400 compared to net loss of $0.6 million for the three months ended June 30, 2025.

Previous wording

Managed Service Revenues. Total managed services revenue was $14.8 million, an increase of $3.6 million compared with $11.1 million in the same period in 2025 as follows:

Current wording

Managed Service Revenues. Total managed services revenue was $28.7 million, an increase of $2.6 million compared with $26.2 million in the same period in 2025 as follows:

Previous wording

**Other Income (Expense), Net.Other income, net for the three months ended March 31, 2026 was $91,650 compared to other expense, net of $1,600 in 2025 as a result of higher earnings on cash deposits and a gain on sale of property and equipment. **

Current wording

**Other Income (Expense), Net.Other income, net for the six months ended June 30, 2026 was $149,800 compared to other income, net of $35,800 in 2025 as a result of higher earnings on cash deposits and a gain on sale of property and equipment. **

Previous wording

At March 31, 2026, our net working capital was approximately $2.8 million compared to $2.3 million at December 31, 2025. In response to the DHS-specific partial government shutdown, the Company took prudent steps to preserve liquidity, including the temporary deferral of approximately $7 million of cumulative payments. We believe that our existing unrestricted cash balance of $10.9 million 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. The Company is working with Old Dominion National Bank to extend the maturity date under substantially the same terms as previous iterations of the line of credit.

Current wording

At June 30, 2026, our net working capital was approximately $2.8 million compared to $2.3 million at December 31, 2025. We believe that our existing unrestricted cash balance of $10.0 million 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.

Previous wording

On April 10, 2026, we entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC (the “Sales Agent”) under which we may issue and sell in a registered offering shares of our common stock having an aggregate offering price of up to $15.5 million from time to time through or to the Sales Agent (the “ATM Offering”). We expect to use net proceeds, if any, from the ATM Offering over time as a source for general corporate purposes, including potentially expanding existing businesses, acquiring businesses and investing in other business opportunities.

Current wording

On April 10, 2026, we entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC (the “Sales Agent”) under which we may issue and sell in a registered offering shares of our common stock having an aggregate offering price of up to $15.5 million from time to time through or to the Sales Agent (the “ATM Offering”). We expect to use net proceeds, if any, from the ATM Offering over time as a source for general corporate purposes, including potentially expanding existing businesses, acquiring businesses and investing in other business opportunities. No sales of shares were made under the ATM Offering during the three months ended June 30, 2026

Previous wording

For the three months ended March 31, 2026, net cash used in operations was approximately $0.9 million driven by increases in accounts receivables and is partially offset by temporary payable timing differences. In the same period in 2025, $3.2 million net cash was used in operations.

Current wording

For the six months ended June 30, 2026, net cash used in operations was approximately $1.0 million driven by increases in accounts receivables and is partially offset by temporary payable timing differences. In the same period in 2025, $0.1 million net cash was used in operations.

Previous wording

For the three months ended March 31, 2026, cash used in investing activities was approximately $28,800 and consisted of purchases of property and equipment offset by proceeds received in disposal of property and equipment.

Current wording

For the six months ended June 30, 2026, cash used in investing activities was approximately $36,500 and consisted of purchases of property and equipment offset by proceeds received from disposal of property and equipment.

Previous wording

For the three months ended March 31, 2025, cash used in investing activities was approximately $27,600 and consisted of purchases of property and equipment.

Current wording

For the six months ended June 30, 2025, cash used in investing activities was approximately $0.1 million and consisted of purchases of property and equipment.

Previous wording

For the three months ended March 31, 2026, cash used in financing activities was approximately $0.2 million and reflects finance lease principal repayments of approximately $131,600 and withholding taxes paid on behalf of employees on net settled restricted stock awards of approximately $106,900.

Current wording

For the six months ended June 30, 2026, cash used in financing activities was approximately $0.6 million and reflects finance lease principal repayments of approximately $223,400, withholding taxes paid on behalf of employees on net settled restricted stock awards of approximately $134,874 and withholding taxes paid on behalf of employees on net settled stock option exercises of approximately $280,400.

Previous wording

For the three months ended March 31, 2025, cash used in financing activities was approximately $0.2 million and reflects line of credit advances and payments of $2.8 million, finance lease principal repayments of approximately $120,000, and withholding taxes paid on behalf of employees on net settled restricted stock awards of approximately $115,200.

Current wording

For the six months ended June 30, 2025, cash used in financing activities was approximately $0.4 million and reflects line of credit advances and payments of $2.8 million, finance lease principal repayments of approximately $246,600, and withholding taxes paid on behalf of employees on net settled restricted stock awards of approximately $130,700.

Previous wording

For the three months ended March 31, 2026 and 2025, respectively, fluctuations in the Euro and U.S. dollar exchange rate increased the translated value of our foreign cash balances by $5,845 as compared to last year.

Current wording

For the six months ended June 30, 2026, fluctuations in the Euro and U.S. dollar exchange rate increased the translated value of our foreign cash balances by $8,300. For the six months ended June 30, 2025 fluctuations in the in the Euro and U.S. dollar exchange rate decreased the translated value of our foreign cash balances by $43,960.
Rearranged current paragraphs (12)

Current report — wording carried from elsewhere

**Other Income (Expense), Net.Other income, net for the three months ended June 30, 2026 was $58,100 compared to other income, net of $37,500 in 2025 as a result of higher earnings on cash deposits. **

Current report — wording carried from elsewhere

Revenues. Revenues for the six months ended June 30, 2026 were $78.6 million, an increase of $7.8 million (or 11%) compared to $70.8 million in the same period in 2025. Our mix of revenues for the periods presented is set forth below:

Current report — wording carried from elsewhere

Carrier Service Revenues. Our carrier services revenue was $49.8 million, an increase of $5.2 million, as compared with the same period in 2025. The increase in carrier services revenues over the same period last year is a result of the growth in the number of phone lines under management during the second half of 2025 for our DHS customer.

Current report — wording carried from elsewhere

Cost of Revenues. Our cost of revenues include employee labor, excluding fringe benefit costs, and subcontractors directly associated with satisfying customer performance obligations, cash back rewards received associated with vendor payments made on behalf of customers, and the associated cost of products and third-party software that we resell to our end customers. Cost of revenues also includes depreciation and amortization of capitalized software related to delivering our solutions. Cost of revenues for the six months ended June 30, 2026 were $67.1 million (or 85% of revenues) and was consistent cost of revenues in the same period in 2025. Included in cost of revenues is carrier costs paid on behalf of our federal government customers of approximately $48.4 million and $43.3 million for the six months ended June 30, 2026 and 2025, respectively.

Current report — wording carried from elsewhere

Gross Profit. Gross profit for the six month period ended June 30, 2026 increased on a dollar basis by $1.5 million to $11.4 million (or 15% of revenues), compared to $9.9 million (or 14% of revenues) in the same period in 2025.

Current report — wording carried from elsewhere

Gross profit attributable to carrier services revenue (excluding managed services), for the six-months ended June 30, 2026 was 3% compared to 3% in the same period last year, the gross profit reflected related to carrier services results from fees received from third party payment platforms associated with vendor payments made on behalf of customers. Gross profit as a percentage of managed services revenue (excluding carrier services) for the six months ended June 30, 2026 was 35% compared to 33% in the same period last year due to the increase in higher margin managed service fees of $1.8 million, compared to the same period last year.

Current report — wording carried from elsewhere

**Sales and Marketing.Sales and marketing expenses include employee labor, excluding fringe benefit costs, and sales commissions associated with our sales force, commission fees paid to non-employee sales agents and partners, and costs associated with travel and trade shows.**Sales and marketing expense for the six months ended June 30, 2026 was $1.3 million (or 2% of revenues) and remained relatively consistent compared to $1.3 million (or 2% of revenues) in 2025.

Current report — wording carried from elsewhere

General and Administrative. 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 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. General and administrative expenses for the six months ended June 30, 2026 were $9.8 million (or 13% of revenues), and remained relatively consistent compared to $9.7 million (or 13% of revenues) in 2025. The increase was partially offset by approximately $1.3 million of internal IT labor costs that are typically reflected within general and administrative expenses but were reassigned during the current period to implementation activities associated with a long-term customer contract. These costs were deferred during the period in connection with implementation activities under the long-term customer contract. Because the implementation services do not represent a distinct performance obligation, the related revenue and costs are deferred and will be recognized over the contract term.

Current report — wording carried from elsewhere

Excluding the impact of these deferred implementation costs, operating expenses would have increased more significantly period over period. Upon go-live, the deferred costs will be amortized to cost of sales over the contract term. To the extent internal IT personnel continue to perform billable customer work after go-live, related labor costs are expected to be classified as direct costs rather than general and administrative expenses.

Current report — wording carried from elsewhere

Depreciation and Amortization. Depreciation and amortization expense for the six months ended June 30, 2026 was $409,400 which is consistent as compared to $456,800 in 2025.

Current report — wording carried from elsewhere

Income Taxes. Income tax benefit for the six months ended June 30, 2026 was $41,600 as compared to income tax benefit of $146,400 in 2025.

Current report — wording carried from elsewhere

Net Income (Loss).* *As a result of the cumulative factors described above, net income for the six months ended June 30, 2026 increased by $1.4 million to $0.1 million compared to net loss of $1.3 million for the six months ended June 30, 2025.