Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements concerning our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Form 10-Q are forward-looking statements. You can identify these statements by words such as "aim," "anticipate," "assume," "believe," "could," "due," "estimate," "expect," "goal," "intend," "may," "objective," "plan," "potential," "positioned," "predict," "should," "target," "will," "would" and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management's beliefs and assumptions. These statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:





    ·   The impact of supply chain issues;
    ·   Our ability to successfully execute our strategy;
    ·   Our ability to sustain profitability and positive cash flows; including
        maintaining sufficient adjusted EBITDA
    ·   Our ability to maintain access to our credit facility;
    ·   Our ability to gain market acceptance for our products;
    ·   Our ability to win new contracts, execute contract extensions and expand
        scope of services on existing contracts;
    ·   Our ability to compete with companies that have greater resources than
        us;
    ·   Our ability to penetrate the commercial sector to expand our business;
    ·   Our ability to identify potential acquisition targets and close such
        acquisitions;
    ·   Our ability to successfully integrate acquired businesses with our
        existing operations;
    ·   Our ability to maintain a sufficient level of inventory necessary to meet
        our customers demand due to supply shortage and pricing;
    ·   Our ability to retain key personnel;
    ·   Our ability to mitigate the impact of increases in interest rates;
    ·   The impact of the COVID-19 pandemic on our business and operations;
    ·   The impact of increasingly volatile public equity markets on our market
        capitalization;
    ·   Our ability to mitigate the impact of inflation; and
    ·   The risk factors set forth in our Annual Report on Form 10-K for the year
        ended December 31, 2021 filed with the SEC on March 28, 2022.



The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Readers are cautioned not to put undue reliance on forward-looking statements. In this Quarterly Report on Form 10-Q, unless the context indicates otherwise, the terms "Company" and "WidePoint," as well as the words "we," "our," "ours" and "us," refer collectively to WidePoint Corporation and its consolidated subsidiaries.






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                               Business Overview


We are a leading provider of Technology Management as a Service (TMaaS) that consists of federally certified communications management, identity management, interactive bill presentment and analytics, and Information Technology as a Service solutions. We help our clients achieve their organizational missions for mobility management, information technology management, and cybersecurity objectives in this challenging and complex business environment.

We offer our TMaaS solutions through a flexible managed services model which includes both a scalable and comprehensive set of functional capabilities that can be used by any customer to meet the most common functional, technical and security requirements for mobility management. Our TMaaS solutions were designed and implemented with flexibility in mind such that it can accommodate a large variety of customer requirements through simple configuration settings rather than through costly software development. The flexibility of our TMaaS solutions enables our customers to be able to quickly expand or contract their mobility management requirements. Our TMaaS solutions are hosted and accessible on-demand through both a secure federal government certified proprietary portal and/or through a secure enterprise portal that provides our customers with the ability to manage, analyze and protect their valuable communications assets, and deploy identity management solutions that provide secured virtual and physical access to restricted environments.





                                  Revenue Mix


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

For additional information related to our business operations, see the description of our business set forth in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 28, 2022.





                       Strategic Focus and Notable Events


Our longer-term strategic focus and goals are driven by our need to expand our critical mass so that we have more flexibility to fund investments in technology solutions and introduce new sales and marketing initiatives in order to expand our marketplace share and increase the breadth of our offerings in order to improve company sustainability and growth.

In fiscal 2022, we continue to focus on the following key goals:





    ·   Continue to find additional avenues for capturing new sales opportunities
        in the post pandemic environment,
    ·   Continue to provide unmatched level of services to our current customer
        base,
    ·   Attain full FedRAMP certification in 2022 and continued technology
        refresh of our delivery infrastructure,
    ·   Grow our recurring high margin managed services revenues,
    ·   Add incremental capabilities to our Technology Management solution set
        and develop and acquire new high margin business lines,
    ·   Enhance our software platforms to grow our SaaS revenues and take
        advantage of the opportunities emerging from the growth in remote
        working,
    ·   Expand our customer base organically and inorganically,
    ·   Continue to leverage the R2v3 Certification to further our ESG
        commitment,





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    ·   Executing 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.



Our strategy for achieving our longer-term goals include:





    ·   Establishing a market leadership position in the trusted management
        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,
    ·   developing and testing innovative new offerings that enhance our TM2
        offering, and
    ·   transitioning our data center and support infrastructure into a more
        cost-effective and federally approved cloud environment to comply with
        perceived future contract requirements.



We believe these actions could drive a strategic repositioning 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 have seen the following impacts from the ongoing supply chain issues, such as moving form just-in-time inventory for accessory items to keeping sufficient stock on hand, price increases, though we are managing increases by seeking volume discounts, delays in fulfillment, and having to locate alternative sources if traditional suppliers cannot fulfill in a timely manner. Overall, the customers are understanding that these supply chain issues are a global and not just impacting orders they place with us and have been willing to work with us to find alternative solutions or delay the purchases until the requested products are available.





                             Results of Operations



    Three Months Ended September 30, 2022 as Compared to Three Months Ended
                               September 30, 2021

Revenues. Revenues for the three month period ended September 30, 2022 were approximately $25.3 million, an increase of approximately $3.1 million (or 14%), as compared to approximately $22.2 million in 2021. Our mix of revenues for the periods presented is set forth below:





                                    THREE MONTHS ENDED
                                       SEPTEMBER 30,               Dollar
                                   2022             2021          Variance
                                        (Unaudited)
Carrier Services               $ 14,062,700     $ 13,100,500     $   962,200
Managed Services:
Managed Service Fees              7,545,586        5,347,641       2,197,945
Billable Service Fees               909,943          885,114          24,829

Reselling and Other Services 2,785,287 2,918,027 (132,740 )


                                 11,240,816        9,150,782       2,090,034

                               $ 25,303,516     $ 22,251,282     $ 3,052,234

Our carrier services revenue was $14.1 million, an increase of $1.0 million, as compared with the same period in 2021. The increase is primarily due to a large federal government customer increasing the number of phone lines we manage by approximately 75% otherwise carrier services remained relatively constant from period to period.






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Our managed service fees were $7.6 million, an increase of $2.2 million from $5.4 million in 2021. The increase was driven by $1.8 million of managed service revenue from our ITA acquisition, for which there are no revenues reported for the same period in 2021, and $0.4 million of increased recycling service volumes and accessory sales over the same period in 2022.

Billable service fees, reselling and other revenues remained consistent with the same period in 2021

Reselling and other services are transactional in nature and as a result the amount and timing of revenue will vary significantly from quarter to quarter.

Cost of Revenues. Cost of revenues for the three months period ended September 30, 2022 were approximately $21.5 million (or 85% of revenues), as compared to approximately $18.6 million (or 84% of revenues) in 2021. The increase in cost of revenues was primarily driven by incremental cost of revenue in the approximate amount of $2.2 million related to ITA, for which results were not included third quarter of 2021 results.

Gross Profit. Gross profit for the three months period ended September 30, 2022 was approximately $3.8 million (or 15% of revenues), as compared to approximately $3.7 million (or 16% of revenues) in 2021. The lower gross margin percentage of revenue is related to the increase to lower margin Carrier Services relative to the same period in 2021. Our gross profit percentage will vary from quarter to quarter due to revenue mix between carrier services and managed services revenue.

Sales and Marketing. Sales and marketing expense for the three month period ended September 30, 2022 was approximately $---0.5 million (or -2% of revenues), as compared to approximately $0.5 million (or 2% of revenues) in 2021. We continue to invest in our business development and sales team assets as identified as one of our key goals for 2022.

General and Administrative. General and administrative expenses for the three month period ended September 30, 2022 were approximately $3.6 million (or 14% of revenues), as compared to approximately $2.1 million (or 9% of revenues) in 2021. The increase in general and administrative expense relative to 2021, is primarily a result of the Employee Retention Tax Credit (ERTC) of approximately $1.3 million that was recorded in the third quarter of 2021and not 2022, and an additional $0.6 million of additional general and administrative expenses related to ITA.

Depreciation and Amortization. Depreciation and amortization expense for the three month period ended September 30, 2022 was approximately $272,200 as compared to approximately $263,200 in 2021. The change in depreciation and amortization expense was not significant.

Other Income (Expense). Other income (expense) for the three month period ended September 30, 2022 was an expense of approximately $(63,400) as compared to an expense of approximately $(41,250) in 2021.

Income Taxes. Income tax benefit for the three month period ended September 30, 2022 was approximately $118,200 as compared to income tax expense of $232,900 in 2021. Income taxes were accrued at an estimated effective tax rate of 19.2% for the three months ended September 30, 2022 compared to 27.4% for the three months ended September 30, 2021.

Net (Loss) Income. As a result of the cumulative factors annotated above, net loss for the three month period ended September 30, 2022 was approximately $540,900, as compared to net income of approximately $534,900 in the same period last year.






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Nine Months Ended September 30, 2022 as Compared to Nine Months Ended September


                                    30, 2021


Revenues. Revenues for the nine month period ended September 30, 2022 were approximately $70.8 million, an increase of approximately $7.9 million (or 13%), as compared to approximately $62.9 million in 2021. Our mix of revenues for the periods presented is set forth below:





                                     NINE MONTHS ENDED
                                       SEPTEMBER 30,               Dollar
                                   2022             2021          Variance
                                        (Unaudited)
Carrier Services               $ 39,495,109     $ 36,347,669     $ 3,147,440
Managed Services:
Managed Service Fees             21,501,985       20,241,104       1,260,881
Billable Service Fees             3,016,746        2,924,300          92,446
Reselling and Other Services      6,783,457        3,372,472       3,410,985
                                 31,302,188       26,537,876       4,764,312

                               $ 70,797,297     $ 62,885,545     $ 7,911,752

In the nine months ended September 30, 2022 our carrier services increased by $3.1 million, or 9% to $39.5 million from $36.3 million in the same period in 2021 primarily due a large federal government customer increasing the number of phone lines we manage by approximately 75% during 2022. This increase was offset by carrier credits of approximately $1.7 million included in the first quarter of 2021 that did not occur during the first nine months of 2022.

Our managed service fees increased by $1.3 million, or (6%) to $21.5 million from $20.2 million in the same period of 2022, largely due $5 million of managed services revenue from our ITA acquisition which is not included in the first nine-months of 2021, which was partially offset by lower managed services and accessories sales in our legacy Technology Lifecycle Management (TLM) business.

Billable service fee revenue remained consistent with the same period in 2021

Reselling and other services increased by $3.4 million, or 101% to $6.8 million as compared to $3.4 million last year. In particular, during the nine months ended September 30, 2022, we completed a large resale of Unified Endpoint Management (UEM) software licenses to a single federal government customer in the amount of $1.7 million occurring in the second quarter of 2022. Additionally, the increase was bolstered by $2.3 million of reselling to mostly commercial customers from our ITA acquisition which was not included in our 2021 results. These two distinct increases were partially offset by slightly lower reselling in other areas of the business. Reselling and other services are transactional in nature and as a result the amount and timing of revenue will vary significantly from quarter to quarter.

Cost of Revenues. Cost of revenues for the nine month period ended September 30, 2022 were approximately $59.8 million (or 84% of revenues), as compared to approximately $50.5 million (or 80% of revenues) in 2021. The increase in cost of revenues was driven by a reduction to cost of revenues of approximately $1.7 million related to carrier credits booked in the first quarter of 2021 but not in the first quarter of 2022, and incremental cost of revenue in the approximate amount of $5.6 million related to ITA, for which results were not included first half of 2021 results.

Gross Profit. Gross profit for the nine month period ended September 30, 2022 was approximately $11.0 million (or 16% of revenues), as compared to approximately $12.4 million (or 20% of revenues) in 2021. The lower gross margin is related to the increase in lower margin Carrier Services relative to the same period in 2021, and relative lower margin in the ITA business experienced in the first half of 2022 which was a result of increased labor costs experienced in our commercial business. Our gross profit percentage will vary from quarter to quarter due to revenue mix between carrier services and managed services revenue.

Sales and Marketing. Sales and marketing expense for the nine month period ended September 30, 2022 was approximately $1.7 million (or -2% of revenues), as compared to approximately $1.5 million (or 2% of revenues) in 2021. We continue to invest in our business development and sales team assets as identified as one of our key goals for 2022.






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General and Administrative. General and administrative expenses for the nine month period ended September 30, 2022 were approximately $11.2 million (or 23% of revenues), as compared to approximately $8.7 million (or 14% of revenues) in 2021. The increase in general and administrative expense is due in part to an additional $1.8 million of additional general and administrative expenses related to ITA and the absence of the ERTC of approximately $1.3 million reflected in the nine-months ended 2021.

Goodwill Impairment. We recorded non-cash goodwill impairment charge of $16.3 million during the nine month period ended September 30, 2022 following goodwill impairment testing performed as a result of sustained decreases in our publicly quoted share price and market capitalization. There was no goodwill impairment during the same period in 2021. Refer to Critical Accounting Estimates and Policies: Goodwill Impairment Charge and Note 10, Goodwill, to our condensed consolidated financial statements.

Depreciation and Amortization. Depreciation and amortization expense for the nine month period ended September 30, 2022 was approximately $810,700 as compared to approximately $768,000 in 2021. The change in depreciation and amortization expense was not significant .

Other Income (Expense). Other income (expense) for the nine month period ended September 30, 2022 was approximately $791,900 as compared to approximately an expense of $(176,500) in 2021. The income in 2022 is primarily driven by fair value adjustments of contingent consideration.

Income Taxes. Income tax benefit for the nine month period ended September 30, 2022 was approximately $3.4 million as compared to income tax expense of $329,300 in 2021. The increase in income tax benefit was primarily due to the effect on deferred tax liabilities of the goodwill impairment charge of $16.3 million. Income taxes were accrued at an estimated effective tax rate of 19.24% for the nine month period ended September 30, 2022 compared to 26.5% for the nine month period ended September 30, 2021.

Net (Loss) Income. As a result of the goodwill impairment of $16.3 million in 2022 and the other cumulative factors annotated above, net loss for the nine month period ended September 30, 2022 was approximately $14.7 million as compared to net income of approximately $916,000 in the same period last year.





                        Liquidity and Capital Resources


Our immediate sources of liquidity include cash and cash equivalents, accounts receivable, unbilled receivables and access to a working capital credit facility with Atlantic Union Bank for up to $7.0 million. Access to the credit facility depends on our ability to maintain a minimum EBITDA over trailing twelve months from each quarter end. In addition, we maintain an at-the-market (ATM) equity sales program (described below) that permits us to sell, from time to time, up to $24.0 million of our common stock through the sales agents under the program. There is no assurance that, if needed, we will be able to raise capital on favorable terms or at all.

At September 30, 2022, our net working capital was approximately $2.3 million as compared to $7.1 million at December 31, 2021. The decrease in net working capital was primarily driven by investments in computer hardware and software purchases and capitalized internally developed software costs and the repurchase of our common stock during the first quarter of 2022, which was partially offset by temporary receivable/payable timing differences. We believe that our existing cash, cash equivalents and investment balances and our anticipated cash flows from operations will be sufficient to meet our working capital, expenditure, and contractual obligation requirements for the next 12 months and the foreseeable future.






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ATM Sales Program



On August 18, 2020, we entered into an At-The-Market Issuance Sales Agreement (the "Sales Agreement") with B. Riley Securities, Inc., The Benchmark Company, LLC and Spartan Capital Securities, LLC which establishes an ATM equity program pursuant to which we may offer and sell up to $24.0 million of shares of our common stock, par value $0.001 per share, from time to time as set forth in the Sales Agreement. We have no obligation to sell any of the Shares, and, at any time, we may suspend offers under the Sales Agreement or terminate the Sales Agreement. No shares were sold during the nine month period ended September 30, 2022. The Company had remaining capacity of $18.2 million as of September 30, 2022.

Cash Flows from Operating Activities

Cash provided by operating activities provides an indication of our ability to generate sufficient cash flow from our recurring business activities. Our single largest cash operating expense is the cost of labor and company sponsored healthcare benefit programs. Our second largest cash operating expense is our facility costs and related technology communication costs to support delivery of our services to our customers. We lease most of our facilities under non-cancellable long term contracts that may limit our ability to reduce fixed infrastructure costs in the short term. Any changes to our fixed labor and/or infrastructure costs may require a significant amount of time to take effect depending on the nature of the change made and cash payments to terminate any agreements that have not yet expired. We experience temporary collection timing differences from time to time due to customer invoice processing delays that are often beyond our control.

For the nine months ended September 30, 2022, net cash provided by operations was approximately $3.3 million driven by collections of accounts receivable and temporary payable timing differences, as compared to approximately $3.5 million net cash used in operations for the nine months ended September 30, 2021.

Cash Flows from Investing Activities

Cash used in investing activities provides an indication of our long term infrastructure investments. We maintain our own technology infrastructure and may need to make additional purchases of computer hardware, software and other fixed infrastructure assets to ensure our environment is properly maintained and can support our customer obligations. We typically fund purchases of long term infrastructure assets with available cash or capital lease financing agreements.

For the nine months ended September 30, 2022, cash used in investing activities was approximately $3.0 million and consisted of computer hardware and software purchases and capitalized internally developed software costs, primarily associated with upgrading our ITMS™ platform, secure identity management technology and network operations center, and TDI™.

For the nine months ended September 30, 2021, cash used in investing activities was approximately $1.9 million and consisted of computer hardware and software purchases and capitalized internally developed software costs, primarily associated with upgrading our ITMS™ platform, secure identity management technology and network operations center, and TDI™.

Cash Flows from Financing Activities

Cash provided by (used in) financing activities provides an indication of our debt financing and proceeds from capital raise transactions and stock option exercises.

For the nine months ended September 30, 2022, cash used in financing activities was approximately $1.3 million and reflects line of credit advances and payments of approximately $4.5 million, lease principal repayments of approximately $446,700, repurchases of common stock of $818,200 and withholding taxes paid on behalf of employees on net settled restricted stock awards of approximately $49,200.

For the nine months ended September 30, 2021, cash provided by financing activities was approximately $681,000 and reflects proceeds from issuance of common stock through ATM sales of $1.1 million, net of issuance costs, proceeds of approximately $179,300 from the exercise of stock options, offset by lease principal repayments of approximately $428,400 and withholding taxes paid on behalf of employees on net settled restricted stock awards of approximately $140,900.

Net Effect of Exchange Rate on Cash and Equivalents

For the nine months ended September 30, 2022 and 2021, the gradual depreciation of the Euro relative to the US dollar decreased the translated value of our foreign cash balances by approximately $258,800 as compared to last year.






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Inflation


The Company has seen impacts of wage inflation across the Company, especially in its commercial ITA business. Due to the on-going conditions, however, there is the possibility that we will face additional inflationary pressures in certain aspects of our business operations, such as equipment and labor costs, in the future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Critical Accounting Estimates and Policies

Other than as described below, our critical accounting policies and estimates have not changed from those reported in Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2021 Form 10-K.

Goodwill

Goodwill represents the excess of acquisition cost of an acquired company over the fair value of assets acquired and liabilities assumed. In accordance with GAAP, goodwill is not amortized but is tested for impairment at the reporting unit level annually at December 31 and between annual tests if events or circumstances arise, such as adverse changes in the business climate, that would more likely than not reduce the fair value of the reporting unit below its carrying value.

A reporting unit is defined as either an operating segment or a business one level below an operating segment for which discrete financial information is available that management regularly reviews. The Company has a single reporting unit for the purpose of impairment testing.

Goodwill impairment testing involves management judgment, requiring an assessment of whether the carrying value of the reporting unit can be supported by its fair value. As of December 31, 2021, we performed our annual goodwill impairment test and concluded that goodwill was no impaired. During the 2nd quarter of 2022, we concluded that substantial and sustained decreases in our share price was a triggering event prompting impairment assessments of goodwill and long-lived assets, including definite-lived intangibles, as of June 30, 2022.

As compared to the Company's impairment testing on December 31, 2021, for the June 30, 2022 testing the Company updated certain inputs into the valuation models, including the discount rate used in the DCF analysis which increased reflecting, in part, higher interest rates and market volatility, and also the market factors used in the market approach. In addition, the Company reviewed its estimated future cash flows used in the impairment assessment and due to updated business conditions made reductions to those estimates, including revenues, margin, and capital expenditures, to reflect its best estimates as of such date.






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                         Off-Balance Sheet Arrangements


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

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