Maryland
|
52-0880974
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
19886 Ashburn Road, Ashburn, Virginia
|
20147
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☒
(Do not check if a smaller reportingcompany)
|
Smaller reporting company
☐
|
Emerging growth company
☐
|
|
||
Page
|
||
PART I
|
||
Item 1.
|
3
|
|
Item 1A.
|
9
|
|
Item 1B.
|
12
|
|
Item 2.
|
12
|
|
Item 3.
|
12
|
|
Item 4.
|
12
|
|
PART II
|
||
Item 5.
|
13
|
|
Item 6.
|
13
|
|
Item 7.
|
14
|
|
Item 7A.
|
27
|
|
Item 8.
|
28
|
|
Item 9.
|
62
|
|
Item 9A
|
62
|
|
Item 9B.
|
63
|
|
PART III
|
||
Item 10.
|
64
|
|
Item 11.
|
64
|
|
Item 12.
|
64
|
|
Item 13.
|
64
|
|
Item 14.
|
64
|
|
PART IV
|
||
Item 15.
|
65
|
|
Item 16.
|
67
|
|
68
|
●
|
Cyber Operations and Defense:
|
o
|
Cyber Security – Solutions and services that assure the security of our customers' information, systems, and networks, including the Xacta suite for IT governance, risk management, and compliance. Our information and cyber security consulting services include security assessments, digital forensics, and continuous compliance monitoring.
|
o
|
Secure Mobility – Design, engineering and delivery of secure solutions that empower the mobile and deployed workforce in business and government. Our solutions protect sensitive communication while delivering voice, data, and video at the point of work in classified and unclassified environments.
|
●
|
Identity Management (formerly Telos ID) – Solutions that establish trusted identities in order to ensure authenticated physical access to offices, workstations, and other facilities; secure digital access to databases, host systems, and other IT resources; and protect people and organizations against insider threats.
|
●
|
IT and Enterprise Solutions – We have the experience with solution development and global integration to meet the requirements of business and government enterprises with secure IT solutions, from organizational messaging and data visualization to network construction and management.
|
● |
Techniques: We employ development and production methodologies such as Agile and ISO 9001 to ensure predictability, repeatability, and quality. Techniques such as continuous integration are employed to accelerate the solution development and testing process while at the same time reducing cost and improving quality. We believe such techniques are critical for providing our customers with a high quality user experience.
|
● |
Architecture: The nature of our customers' missions requires our solutions to be highly secure and scalable. Aside from architecting our solutions with these core objectives in mind, we also employ open standards and technologies that afford a high degree of flexibility and interoperability needed to support web-based and netcentric operations.
|
2017
|
2016
|
2015
|
||||||||||||||||||||||
(dollar amounts in thousands)
|
||||||||||||||||||||||||
Federal
|
$
|
101,519
|
94.2
|
%
|
$
|
130,415
|
96.7
|
%
|
$
|
117,328
|
97.3
|
%
|
||||||||||||
State & Local, and Commercial
|
6,208
|
5.8
|
%
|
4,453
|
3.3
|
%
|
3,306
|
2.7
|
%
|
|||||||||||||||
Total
|
$
|
107,727
|
100.0
|
%
|
$
|
134,868
|
100.0
|
%
|
$
|
120,634
|
100.0
|
%
|
· |
impose specific and unique cost accounting practices that may differ from Generally Accepted Accounting Principles ("GAAP") in the United States of America and therefore require reconciliation;
|
· |
impose acquisition regulations that define reimbursable and non-reimbursable costs; and
|
· |
restrict the use and dissemination of information classified for national security purposes and the export of certain products and technical data.
|
●
|
we may expend substantial funds and time to prepare bids and proposals for contracts that may ultimately be awarded to one of our competitors;
|
●
|
we may be unable to accurately estimate the resources and costs that will be required to perform any contract we are awarded, which could result in substantial cost overruns;
|
●
|
we may encounter expense and delay if our competitors protest or challenge awards of contracts, and any such protest or challenge could result in a requirement to resubmit bids on modified specifications or in the termination, reduction or modification of the awarded contract. Additionally, the protest of contracts awarded to us may result in the delay of program performance and the generation of revenue while the protest is pending; and
|
●
|
●
|
diversion of management attention from running our existing business;
|
●
|
possible material weaknesses in internal control over financial reporting;
|
●
|
increased expenses including legal, administrative and compensation expenses related to newly hired or terminated employees;
|
●
|
increased costs to integrate the technology, personnel, customer base and business practices of the acquired company with us;
|
●
|
potential exposure to material liabilities not discovered in the due diligence process;
|
●
|
potential adverse effects on reported operating results due to possible write-down of goodwill and other intangible assets associated with acquisitions; and
|
●
|
unavailability of acquisition financing or unavailability of such financing on reasonable terms.
|
Years Ended December 31,
|
||||||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||
(amounts in thousands)
|
||||||||||||||||||||
Sales
|
$
|
107,727
|
$
|
134,868
|
$
|
120,634
|
$
|
127,562
|
$
|
207,394
|
||||||||||
Operating income (loss)
|
414
|
2,112
|
(3,617
|
)
|
(11,644
|
)
|
6,111
|
|||||||||||||
(Loss) income before income taxes
|
(6,265
|
)
|
(3,335
|
)
|
(9,237
|
)
|
(16,600
|
)
|
867
|
|||||||||||
Net loss attributable to Telos Corporation
|
(5,833
|
)
|
(7,175
|
)
|
(15,940
|
)
|
(12,288
|
)
|
(2,618
|
)
|
As of December 31,
|
||||||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||
(amounts in thousands)
|
||||||||||||||||||||
Total assets
|
$
|
74,361
|
$
|
56,799
|
$
|
59,964
|
$
|
73,820
|
$
|
88,609
|
||||||||||
Senior term loan (1)
|
10,786
|
----
|
----
|
----
|
----
|
|||||||||||||||
Senior credit facility, long-term (1)
|
----
|
----
|
7,144
|
8,590
|
19,141
|
|||||||||||||||
Subordinated debt, long-term (1)
|
2,289
|
----
|
2,500
|
----
|
----
|
|||||||||||||||
Capital lease obligations, long-term (2)
|
17,980
|
18,990
|
19,908
|
20,735
|
14,901
|
|||||||||||||||
Deferred income taxes, long-term (3)
|
741
|
3,391
|
3,199
|
----
|
----
|
|||||||||||||||
Senior redeemable preferred stock (4)
|
----
|
2,092
|
2,025
|
1,958
|
1,891
|
|||||||||||||||
Public preferred stock (4)
|
131,565
|
127,742
|
123,919
|
120,097
|
116,274
|
(1)
|
See Note 6 to the Consolidated Financial Statements in Item 8 regarding our debt obligations.
|
(2)
|
See Note 10 to the Consolidated Financial Statements in Item 8 regarding our capital lease obligations.
|
(3)
|
See Note 9 to the Consolidated Financial Statements in Item 8 regarding our income taxes.
|
(4)
|
See Note 7 to the Consolidated Financial Statements in Item 8 regarding our redeemable preferred stock.
|
●
|
Cyber Operations and Defense:
|
o
|
Cyber Security – Solutions and services that assure the security of our customers' information, systems, and networks, including the Xacta suite for IT governance, risk management, and compliance. Our information and cyber security consulting services include security assessments, digital forensics, and continuous compliance monitoring.
|
o
|
Secure Mobility – Design, engineering and delivery of secure solutions that empower the mobile and deployed workforce in business and government. Our solutions protect sensitive communication while delivering voice, data, and video at the point of work in classified and unclassified environments.
|
●
|
Identity Management (formerly Telos ID) – Solutions that establish trusted identities in order to ensure authenticated physical access to offices, workstations, and other facilities; secure digital access to databases, host systems, and other IT resources; and protect people and organizations against insider threats.
|
●
|
IT and Enterprise Solutions – We have the experience with solution development and global integration to meet the requirements of business and government enterprises with secure IT solutions, from organizational messaging and data visualization to network construction and management.
|
Years Ended December 31,
|
||||||||||||||||||||||||
2015
|
2015
|
2015
|
||||||||||||||||||||||
(dollar amounts in thousands)
|
||||||||||||||||||||||||
Revenue
|
$
|
107,727
|
100.0
|
%
|
$
|
134,868
|
100.0
|
%
|
$
|
120,634
|
100.0
|
%
|
||||||||||||
Cost of sales
|
67,161
|
62.3
|
91,422
|
67.8
|
89,961
|
74.6
|
||||||||||||||||||
Selling, general and administrative expenses
|
40,152
|
37.3
|
41,334
|
30.6
|
34,290
|
28.4
|
||||||||||||||||||
Operating income (loss)
|
414
|
0.4
|
2,112
|
1.6
|
(3,617
|
)
|
(3.0
|
)
|
||||||||||||||||
Other income (expenses):
|
||||||||||||||||||||||||
Non-operating income
|
11
|
----
|
18
|
----
|
19
|
----
|
||||||||||||||||||
Interest expense
|
(6,690
|
)
|
(6.2
|
)
|
(5,465
|
)
|
(4.1
|
)
|
(5,639
|
)
|
(4.6
|
)
|
||||||||||||
Loss before income taxes
|
(6,265
|
)
|
(5.8
|
)
|
(3,335
|
)
|
(2.5
|
)
|
(9,237
|
)
|
(7.6
|
)
|
||||||||||||
Benefit (provision) for income taxes
|
2,767
|
2.6
|
(334
|
)
|
(2.0
|
)
|
(4,265
|
)
|
(3.5
|
)
|
||||||||||||||
Net loss
|
(3,498
|
)
|
(3.2
|
)
|
(3,669
|
)
|
(2.7
|
)
|
(13,502
|
)
|
(11.1
|
)
|
||||||||||||
Less: Net income attributable to non-controlling interest
|
(2,335
|
)
|
(2.2
|
)
|
(3,506
|
)
|
(2.6
|
)
|
(2,438
|
)
|
(2.0
|
)
|
||||||||||||
Net loss attributable to Telos Corporation
|
$
|
(5,833
|
)
|
(5.4
|
)%
|
$
|
(7,175
|
)
|
(5.3
|
)%
|
$
|
(15,940
|
)
|
(13.1
|
)%
|
December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(amounts in thousands)
|
||||||||||||
Commercial and subordinated note interest incurred
|
$
|
2,848
|
$
|
1,575
|
$
|
1,750
|
||||||
Preferred stock interest accrued
|
3,842
|
3,890
|
3,889
|
|||||||||
Total
|
$
|
6,690
|
$
|
5,465
|
$
|
5,639
|
Payments due by Period
|
||||||||||||||||||||
Total
|
2018
|
2019 - 2021
|
2022 - 2024
|
2025 and later
|
||||||||||||||||
Capital lease obligations (1)
|
$
|
25,356
|
$
|
1,948
|
$
|
6,141
|
$
|
6,609
|
$
|
10,658
|
||||||||||
Senior term loan (2)
|
16,903
|
1,450
|
4,354
|
11,099
|
----
|
|||||||||||||||
Subordinated debt (3)
|
3,905
|
----
|
----
|
3,905
|
----
|
|||||||||||||||
Operating lease obligations
|
2,740
|
516
|
1,504
|
720
|
----
|
|||||||||||||||
$
|
48,904
|
$
|
3,914
|
$
|
11,999
|
$
|
22,333
|
$
|
10,658
|
|||||||||||
Public preferred stock (4)
|
131,565
|
|||||||||||||||||||
Total
|
$
|
180,469
|
||||||||||||||||||
(1) Includes interest expense:
|
$
|
6,363
|
$
|
935
|
$
|
2,462
|
$
|
1,826
|
$
|
1,140
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
29
|
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015
|
30
|
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2017, 2016 and 2015
|
31
|
Consolidated Balance Sheets as of December 31, 2017 and 2016
|
32 - 33
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016, and 2015
|
34 - 35
|
Consolidated Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2017, 2016, and 2015
|
36
|
Notes to Consolidated Financial Statements
|
37 – 61
|
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Revenue (Note 5)
|
||||||||||||
Services
|
$
|
81,606
|
$
|
112,881
|
$
|
97,659
|
||||||
Products
|
26,121
|
21,987
|
22,975
|
|||||||||
107,727
|
134,868
|
120,634
|
||||||||||
Costs and expenses
|
||||||||||||
Cost of sales – Services
|
49,965
|
77,578
|
73,079
|
|||||||||
Cost of sales – Products
|
17,196
|
13,844
|
16,882
|
|||||||||
67,161
|
91,422
|
89,961
|
||||||||||
Selling, general and administrative expenses
|
40,152
|
41,334
|
34,290
|
|||||||||
Operating income (loss)
|
414
|
2,112
|
(3,617
|
)
|
||||||||
Other income (expenses)
|
||||||||||||
Non-operating income
|
11
|
18
|
19
|
|||||||||
Interest expense
|
(6,690
|
)
|
(5,465
|
)
|
(5,639
|
)
|
||||||
Loss before income taxes
|
(6,265
|
)
|
(3,335
|
)
|
(9,237
|
)
|
||||||
Benefit (provision) for income taxes (Note 9)
|
2,767
|
(334
|
)
|
(4,265
|
)
|
|||||||
Net loss
|
(3,498
|
)
|
(3,669
|
)
|
(13,502
|
)
|
||||||
Less: Net income attributable to non-controlling interest (Note 2)
|
(2,335
|
)
|
(3,506
|
)
|
(2,438
|
)
|
||||||
Net loss attributable to Telos Corporation
|
$
|
(5,833
|
)
|
$
|
(7,175
|
)
|
$
|
(15,940
|
)
|
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Net loss
|
$
|
(3,498
|
)
|
$
|
(3,669
|
)
|
$
|
(13,502
|
)
|
|||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation adjustments
|
7
|
(12
|
)
|
(6
|
)
|
|||||||
Actuarial loss on pension liability adjustments, net of tax
|
--
|
--
|
(2
|
)
|
||||||||
Total other comprehensive income (loss), net of tax
|
7
|
(12
|
)
|
(8
|
)
|
|||||||
Comprehensive income attributable to non-controlling interest
|
(2,335
|
)
|
(3,506
|
)
|
(2,438
|
)
|
||||||
Comprehensive loss attributable to Telos Corporation
|
$
|
(5,826
|
)
|
$
|
(7,187
|
)
|
$
|
(15,948
|
)
|
December 31,
|
||||||||
2017
|
2016
|
|||||||
Current assets (Note 6)
|
||||||||
Cash and cash equivalents
|
$
|
600
|
$
|
659
|
||||
Accounts receivable, net of reserve of $411 and $429, respectively (Note 5)
|
24,520
|
19,087
|
||||||
Inventories, net of obsolescence reserve of $1,484 and $1,672, respectively (Note 1)
|
13,520
|
3,552
|
||||||
Deferred program expenses
|
2,071
|
186
|
||||||
Other current assets
|
1,439
|
1,521
|
||||||
Total current assets
|
42,150
|
25,005
|
||||||
Property and equipment (Note 1)
|
||||||||
Furniture and equipment
|
8,964
|
6,912
|
||||||
Leasehold improvements
|
2,389
|
2,399
|
||||||
Property and equipment under capital leases
|
30,832
|
30,829
|
||||||
42,185
|
40,140
|
|||||||
Accumulated depreciation and amortization
|
(25,841
|
)
|
(24,023
|
)
|
||||
16,344
|
16,117
|
|||||||
Goodwill (Note 3)
|
14,916
|
14,916
|
||||||
Other assets
|
1,011
|
761
|
||||||
Total assets
|
$
|
74,421
|
$
|
56,799
|
December 31,
|
||||||||
2017
|
2016
|
|||||||
Current liabilities
|
||||||||
Accounts payable and other accrued payables (Note 6)
|
$
|
25,693
|
$
|
15,317
|
||||
Accrued compensation and benefits
|
7,456
|
8,071
|
||||||
Deferred revenue
|
10,073
|
4,900
|
||||||
Subordinated debt
–
short-term (Note 6)
|
--
|
3,029
|
||||||
Capital lease obligations – short-term (Note 10)
|
1,013
|
918
|
||||||
Other current liabilities
|
1,990
|
1,406
|
||||||
Total current liabilities
|
46,225
|
33,641
|
||||||
Senior term loan, net of unamortized discount and issuance costs (Note 6)
|
10,786
|
--
|
||||||
Subordinated debt (Note 6)
|
2,289
|
--
|
||||||
Capital lease obligations (Note 10)
|
17,980
|
18,990
|
||||||
Deferred income taxes (Note 9)
|
741
|
3,391
|
||||||
Senior redeemable preferred stock (Note 7)
|
--
|
2,092
|
||||||
Public preferred stock (Note 7)
|
131,565
|
127,742
|
||||||
Other liabilities (Note 9)
|
872
|
919
|
||||||
Total liabilities
|
210,458
|
186,775
|
||||||
Commitments, contingencies and subsequent events (Notes 10 and 13)
|
--
|
--
|
||||||
Stockholders' deficit (Note 8)
|
||||||||
Telos stockholders' deficit
|
||||||||
Class A common stock, no par value, 50,000,000 shares authorized, 45,213,461 shares issued and outstanding
|
65
|
65
|
||||||
Class B common stock, no par value, 5,000,000 shares authorized, 4,037,628 shares issued and outstanding
|
13
|
13
|
||||||
Additional paid-in capital
|
4,310
|
3,229
|
||||||
Accumulated other comprehensive income
|
32
|
25
|
||||||
Accumulated deficit
|
(141,370
|
)
|
(135,537
|
)
|
||||
Total Telos stockholders' deficit
|
(136,950
|
)
|
(132,205
|
)
|
||||
Non-controlling interest in subsidiary (Note 2)
|
913
|
2,229
|
||||||
Total stockholders' deficit
|
(136,037
|
)
|
(129,976
|
)
|
||||
Total liabilities, redeemable preferred stock, and stockholders' deficit
|
$
|
74,421
|
$
|
56,799
|
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Operating activities:
|
||||||||||||
Net loss
|
$
|
(3,498
|
)
|
$
|
(3,669
|
)
|
$
|
(13,502
|
)
|
|||
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
|
||||||||||||
Stock-based compensation
|
50
|
--
|
--
|
|||||||||
Dividends of preferred stock as interest expense
|
3,843
|
3,890
|
3,889
|
|||||||||
Depreciation and amortization
|
1,999
|
2,898
|
4,291
|
|||||||||
Provision for inventory obsolescence
|
73
|
215
|
92
|
|||||||||
(Benefit) provision for doubtful accounts receivable
|
(18
|
)
|
(56
|
)
|
113
|
|||||||
Amortization of debt issuance costs
|
160
|
65
|
152
|
|||||||||
Deferred income tax (benefit) provision
|
(2,710
|
)
|
192
|
5,113
|
||||||||
Loss on disposal of fixed asssets
|
4
|
--
|
11
|
|||||||||
Changes in assets and liabilities:
|
||||||||||||
(Increase) decrease in accounts receivable
|
(5,415
|
)
|
14
|
3,364
|
||||||||
(Increase) decrease in inventories
|
(10,041
|
)
|
(866
|
)
|
352
|
|||||||
(Increase) decrease in deferred program expenses
|
(1,886
|
)
|
548
|
657
|
||||||||
Decrease in other current assets and other assets
|
1,086
|
1,824
|
1,330
|
|||||||||
Increase (decrease) in accounts payable and other accrued payables
|
10,376
|
3,722
|
(3,840
|
)
|
||||||||
(Decrease) increase in accrued compensation and benefits
|
(615
|
)
|
3,316
|
552
|
||||||||
Increase in deferred revenue
|
5,173
|
1,434
|
122
|
|||||||||
Increase in other current liabilities and other liabilities
|
828
|
328
|
27
|
|||||||||
Cash (used in) provided by operating activities
|
(591
|
)
|
13,855
|
2,723
|
||||||||
Investing activities:
|
||||||||||||
Capitalized software development costs
|
(1,481
|
)
|
--
|
--
|
||||||||
Purchases of property and equipment
|
(748
|
)
|
(624
|
)
|
(394
|
)
|
||||||
Cash used in investing activities
|
(2,229
|
)
|
(624
|
)
|
(394
|
)
|
||||||
Financing activities:
|
||||||||||||
Proceeds from senior credit facilities
|
--
|
70,032
|
139,072
|
|||||||||
Repayments of senior credit facilities
|
--
|
(75,640
|
)
|
(139,118
|
)
|
|||||||
Repayments of term loan
|
--
|
(3,200
|
)
|
(2,300
|
)
|
|||||||
Decrease in book overdrafts
|
--
|
(1,083
|
)
|
(1,298
|
)
|
|||||||
Proceeds from senior term loan
|
9,439
|
--
|
--
|
|||||||||
Proceeds from subordinated debt
|
--
|
--
|
2,500
|
|||||||||
Redemption of senior preferred stock
|
(2,112
|
)
|
--
|
--
|
||||||||
Payments under capital lease obligations
|
(915
|
)
|
(827
|
)
|
(772
|
)
|
||||||
Proceeds from sale of Telos ID 10% membership interest
|
--
|
0
|
2,000
|
|||||||||
Distributions to Telos ID Class B member – non-controlling interest
|
(3,651
|
)
|
(1,912
|
)
|
(2,387
|
)
|
||||||
Cash provided by (used in) financing activities
|
2,761
|
(12,630
|
)
|
(2,303
|
)
|
|||||||
(Decrease) increase in cash and cash equivalents
|
(59
|
)
|
601
|
26
|
||||||||
Cash and cash equivalents, beginning of the year
|
659
|
58
|
32
|
|||||||||
Cash and cash equivalents, end of year
|
$
|
600
|
$
|
659
|
$
|
58
|
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Supplemental disclosures of cash flow information:
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Interest
|
$
|
2,395
|
$
|
1,320
|
$
|
1,523
|
||||||
Income taxes
|
$
|
26
|
$
|
60
|
$
|
65
|
||||||
Noncash:
|
||||||||||||
Dividends of preferred stock as interest expense
|
$
|
3,843
|
$
|
3,890
|
$
|
3,889
|
||||||
Debt issuance costs and prepayment of interest on senior term loan
|
$
|
1,561
|
$
|
--
|
$
|
--
|
||||||
Gain on extinguishment of subordinated debt
|
$
|
1,031
|
$
|
--
|
$
|
--
|
Telos Corporation
|
||||||||||||||||||||||||||||
Class A
Common
Stock
|
Class B
Common
Stock
|
Additional
Paid–in Capital
|
Accumulated
Other Comprehen-sive Income
|
Accumulated
Deficit
|
Non-Controlling Interest
|
Total
Stockholders'
Deficit
|
||||||||||||||||||||||
Balance December 31, 2014
|
$
|
65
|
$
|
13
|
$
|
3,229
|
$
|
45
|
$
|
(112,422
|
)
|
$
|
584
|
$
|
(108,486
|
)
|
||||||||||||
Net (loss) income
|
--
|
--
|
--
|
--
|
(15,940
|
)
|
2,438
|
(13,502
|
)
|
|||||||||||||||||||
Foreign currency translation loss
|
--
|
--
|
--
|
(6
|
)
|
--
|
--
|
(6
|
)
|
|||||||||||||||||||
Pension liability adjustments
|
--
|
--
|
--
|
(2
|
)
|
--
|
--
|
(2
|
)
|
|||||||||||||||||||
Distributions
|
--
|
--
|
--
|
--
|
--
|
(2,387
|
)
|
(2,387
|
)
|
|||||||||||||||||||
Balance December 31, 2015
|
$
|
65
|
$
|
13
|
$
|
3,229
|
$
|
37
|
$
|
(128,362
|
)
|
$
|
635
|
$
|
(124,383
|
)
|
||||||||||||
Net (loss) income
|
--
|
--
|
--
|
--
|
(7,175
|
)
|
3,506
|
(3,669
|
)
|
|||||||||||||||||||
Foreign currency translation loss
|
--
|
--
|
--
|
(12
|
)
|
--
|
--
|
(12
|
)
|
|||||||||||||||||||
Distributions
|
--
|
--
|
--
|
--
|
--
|
(1,912
|
)
|
(1,912
|
)
|
|||||||||||||||||||
Balance December 31, 2016
|
$
|
65
|
$
|
13
|
$
|
3,229
|
$
|
25
|
$
|
(135,537
|
)
|
$
|
2,229
|
$
|
(129,976
|
)
|
||||||||||||
Net (loss) income
|
--
|
--
|
--
|
--
|
(5,833
|
)
|
2,335
|
(3,498
|
)
|
|||||||||||||||||||
Gain on extinguishment of subordinated debt
|
--
|
--
|
1,031
|
--
|
--
|
--
|
1,031
|
|||||||||||||||||||||
Stock-based compensation
|
--
|
--
|
50
|
--
|
--
|
--
|
50
|
|||||||||||||||||||||
Foreign currency translation gain
|
--
|
--
|
--
|
7
|
--
|
--
|
7
|
|||||||||||||||||||||
Distributions
|
--
|
--
|
--
|
--
|
--
|
(3,651
|
)
|
(3,651
|
)
|
|||||||||||||||||||
Balance December 31, 2017
|
$
|
65
|
$
|
13
|
$
|
4,310
|
$
|
32
|
$
|
(141,370
|
)
|
$
|
913
|
$
|
(136,037
|
)
|
Balance
Beginning of
Year
|
Additions Charge to Costs and Expense
|
Recoveries
|
Balance
End of
Year
|
|||||||||||||
Year Ended December 31, 2017
|
$
|
1,672
|
$
|
73
|
$
|
(261
|
)
|
$
|
1,484
|
|||||||
Year Ended December 31, 2016
|
$
|
1,457
|
$
|
215
|
$
|
--
|
$
|
1,672
|
||||||||
Year Ended December 31, 2015
|
$
|
1,366
|
$
|
92
|
$
|
(1
|
)
|
$
|
1,457
|
Buildings
|
20 Years
|
Machinery and equipment
|
3-5 Years
|
Office furniture and fixtures
|
5 Years
|
Leasehold improvements
|
Lesser of life of lease or useful life of asset
|
●
|
Upon the occurrence of a change in control of the Class A member (as defined in the Operating Agreement, a "Change in Control"), the Class A member has the option to purchase the entire membership interest of the Class B member.
|
●
|
Upon the occurrence of the following events: (i) the involuntary termination of John B. Wood as CEO and chairman of the Class A member; (ii) the bankruptcy of the Class A member; or (iii) unless the Class A member exercises its option to acquire the entire membership interest of the Class B member upon a Change in Control of the Class A member, the transfer or issuance of more than fifty-one percent (51%) of the outstanding voting securities of the Class A member to a third party, the Class B member has the option to purchase the membership interest of the Class A member; provided, however, that in the event that the Class B member exercises the foregoing option, the Class A Member may then choose to purchase the entire interest of the Class B member.
|
●
|
In the event that more than fifty percent (50%) of the ownership interests in the Class B member are transferred to persons or individuals (other than members of the immediate family of the initial owners of the Class B member) without the consent of Telos ID, the Class A member has the option to purchase the entire membership interest of the Class B member.
|
●
|
The Class B member has the option to sell its interest to the Class A member at any time if there is not a letter of intent to sell Telos ID, a binding contract to sell all of the assets or membership interests in Telos ID, or a standstill for due diligence with respect to a sale of Telos ID. Notwithstanding the foregoing, the Class A member will not be obligated to purchase the interest of the Class B member if that purchase would constitute a violation of any existing line of credit available to the Company after giving effect to that purchase and the applicable lender refuses to consent to that purchase or to waive such violation.
|
2017
|
2016
|
2015
|
||||||||||
Non-controlling interest, beginning of period
|
$
|
2,229
|
$
|
635
|
$
|
584
|
||||||
Net income
|
2,335
|
3,506
|
2,438
|
|||||||||
Distributions
|
(3,651
|
)
|
(1,912
|
)
|
(2,387
|
)
|
||||||
Non-controlling interest, end of period
|
$
|
913
|
$
|
2,229
|
$
|
635
|
December 31,
|
||||||||
2017
|
2016
|
|||||||
Billed accounts receivable
|
$
|
11,736
|
$
|
13,164
|
||||
Unbilled receivables
|
13,195
|
6,352
|
||||||
Allowance for doubtful accounts
|
(411
|
)
|
(429
|
)
|
||||
$
|
24,520
|
$
|
19,087
|
Balance Beginning
of Year
|
Bad Debt
Expenses (1)
|
Recoveries (2)
|
Balance
End
of Year
|
|||||||||||||
Year Ended December 31, 2017
|
$
|
429
|
$
|
(18
|
)
|
$
|
--
|
$
|
411
|
|||||||
Year Ended December 31, 2016
|
$
|
485
|
$
|
(56
|
)
|
$
|
--
|
$
|
429
|
|||||||
Year Ended December 31, 2015
|
$
|
372
|
$
|
113
|
$
|
--
|
$
|
485
|
2017
|
2016
|
2015
|
||||||||||||||||||||||
(dollar amounts in thousands)
|
||||||||||||||||||||||||
Federal
|
$
|
101,519
|
94.2
|
%
|
$
|
130,415
|
96.7
|
%
|
$
|
117,328
|
97.3
|
%
|
||||||||||||
State & Local, and Commercial
|
6,208
|
5.8
|
%
|
4,453
|
3.3
|
%
|
3,306
|
2.7
|
%
|
|||||||||||||||
Total
|
$
|
107,727
|
100.0
|
%
|
$
|
134,868
|
100.0
|
%
|
$
|
120,634
|
100.0
|
%
|
December 31, 2017
|
||||
Senior term loan principal, including exit fee
|
$
|
11,825
|
||
Less: Unamortized discount, debt issuance costs, and lender fees
|
(1,039
|
)
|
||
Senior term loan, net
|
$
|
10,786
|
For the Years Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Current (benefit) provision
|
||||||||||||
Federal
|
$
|
(86
|
)
|
$
|
114
|
$
|
(902
|
)
|
||||
State
|
29
|
28
|
54
|
|||||||||
Total current
|
(57
|
)
|
142
|
(848
|
)
|
|||||||
Deferred (benefit) provision
|
||||||||||||
Federal
|
(2,622
|
)
|
155
|
4,333
|
||||||||
State
|
(88
|
)
|
37
|
780
|
||||||||
Total deferred
|
(2,710
|
)
|
192
|
5,113
|
||||||||
Total provision (benefit)
|
$
|
(2,767
|
)
|
$
|
334
|
$
|
4,265
|
For the Years Ended December 31,
|
|||||
2017
|
2016
|
2015
|
|||
Computed expected income tax provision
|
34.0%
|
34.0%
|
34.0%
|
||
State income taxes, net of federal income tax benefit
|
0.9
|
0.8
|
2.1
|
||
Change in valuation allowance for deferred tax assets, exclusive of impact of Tax Act
|
(26.9)
|
(21.5)
|
(61.3)
|
||
Cumulative deferred adjustments
|
--
|
(0.3)
|
(0.1)
|
||
Provision to return adjustments
|
--
|
(0.4)
|
1.3
|
||
Other permanent differences
|
(1.3)
|
(1.8)
|
(1.1)
|
||
Dividend and accretion on preferred stock
|
(15.2)
|
(19.3)
|
(11.3)
|
||
FIN 48 liability
|
(0.9)
|
0.7
|
(0.8)
|
||
R&D credit
|
4.6
|
3.3
|
1.6
|
||
Impact of Tax Act
|
35.5
|
--
|
--
|
||
Other
|
1.5
|
(0.4)
|
(0.9)
|
||
32.2%
|
(4.9)%
|
(36.5)%
|
December 31,
|
||||||||
2017
|
2016
|
|||||||
Deferred tax assets:
|
||||||||
Accounts receivable, principally due to allowance for doubtful accounts
|
$
|
108
|
$
|
161
|
||||
Allowance for inventory obsolescence and amortization
|
818
|
778
|
||||||
Accrued liabilities not currently deductible
|
1,657
|
2,234
|
||||||
Accrued compensation
|
735
|
1,006
|
||||||
Deferred rent
|
5,134
|
7,682
|
||||||
Telos ID basis difference
|
65
|
--
|
||||||
Net operating loss carryforwards - federal
|
2,453
|
1,301
|
||||||
Net operating loss carryforwards - state
|
848
|
405
|
||||||
Federal tax credit
|
666
|
533
|
||||||
Total gross deferred tax assets
|
12,484
|
14,100
|
||||||
Less valuation allowance
|
(7,219
|
)
|
(10,499
|
)
|
||||
Total deferred tax assets, net of valuation allowance
|
5,265
|
3,601
|
||||||
Deferred tax liabilities:
|
||||||||
Amortization and depreciation
|
(2,127
|
)
|
(2,696
|
)
|
||||
Unbilled accounts receivable, deferred for tax purposes
|
(1,282
|
)
|
(787
|
)
|
||||
Goodwill basis adjustment and amortization
|
(2,597
|
)
|
(3,451
|
)
|
||||
Telos ID basis difference
|
--
|
(58
|
)
|
|||||
Total deferred tax liabilities
|
(6,006
|
)
|
(6,992
|
)
|
||||
Net deferred tax liabilities
|
$
|
(741
|
)
|
$
|
(3,391
|
)
|
Balance Beginning of Period
|
Additions
|
Recoveries
|
Balance End
of Period
|
|||||||||||||
December 31, 2017
|
$
|
10,499
|
$
|
--
|
$
|
(3,280
|
)
|
$
|
7,219
|
|||||||
December 31, 2016
|
$
|
9,027
|
$
|
1,472
|
$
|
--
|
$
|
10,499
|
||||||||
December 31, 2015
|
$
|
1,868
|
$
|
7,159
|
$
|
--
|
$
|
9,027
|
2017
|
2016
|
2015
|
||||||||||
Unrecognized tax benefits, beginning of period
|
$
|
762
|
$
|
803
|
$
|
708
|
||||||
Gross (decreases) increases—tax positions in prior period
|
(127
|
)
|
(66
|
)
|
92
|
|||||||
Gross increases—tax positions in current period
|
77
|
46
|
38
|
|||||||||
Settlements
|
(35
|
)
|
(21
|
)
|
(35
|
)
|
||||||
Unrecognized tax benefits, end of period
|
$
|
677
|
$
|
762
|
$
|
803
|
Property
|
Equipment
|
Total
|
||||||||||
2018
|
$
|
1,947
|
$ |
1
|
$ |
1,948
|
||||||
2019
|
1,995
|
1
|
1,996
|
|||||||||
2020
|
2,045
|
1
|
2,046
|
|||||||||
2021
|
2,097
|
2
|
2,099
|
|||||||||
2022
|
2,149
|
--
|
2,149
|
|||||||||
Remainder
|
15,118
|
--
|
15,118
|
|||||||||
Total minimum obligations
|
25,351
|
5
|
25,356
|
|||||||||
Less amounts representing interest (ranging from 5.0% to 21.8%)
|
(6,361
|
)
|
(2
|
)
|
(6,363
|
)
|
||||||
Net present value of minimum obligations
|
18,990
|
3
|
18,993
|
|||||||||
Less current portion
|
(1,012
|
)
|
(1
|
)
|
(1,013
|
)
|
||||||
Long-term capital lease obligations at December 31, 2017
|
$
|
17,978
|
$
|
2
|
$
|
17,980
|
2018
|
$
|
516
|
||
2019
|
494
|
|||
2020
|
507
|
|||
2021
|
503
|
|||
2022
|
366
|
|||
Remainder
|
354
|
|||
Total minimum lease payments
|
$
|
2,740
|
Balance
Beginning
of Year
|
Accruals
|
Warranty
Expenses
|
Balance
End
of Year
|
|||||||||||||
(amount in thousands)
|
||||||||||||||||
Year Ended December 31, 2017
|
$
|
51
|
$
|
--
|
$
|
(21
|
)
|
$
|
30
|
|||||||
Year Ended December 31, 2016
|
$
|
133
|
$
|
279
|
$
|
(361
|
)
|
$
|
51
|
|||||||
Year Ended December 31, 2015
|
$
|
189
|
$
|
125
|
$
|
(181
|
)
|
$
|
133
|
Quarters Ended
|
||||||||||||||||
March 31
|
June 30
|
Sept. 30
|
Dec. 31
|
|||||||||||||
2017
|
||||||||||||||||
Revenue
|
$
|
23,110
|
$
|
21,096
|
$
|
28,243
|
$
|
35,278
|
||||||||
Gross profit
|
8,443
|
7,391
|
9,262
|
15,470
|
||||||||||||
(Loss) income before income taxes and non-controlling interest
|
(2,807
|
)
|
(3,011
|
)
|
(1,755
|
)
|
1,308
|
|||||||||
Net (loss) income attributable to Telos Corporation (1)(2)
|
(3,099
|
)
|
(3,389
|
)
|
(3,044
|
)
|
3,699
|
|||||||||
2016
|
||||||||||||||||
Revenue
|
$
|
27,078
|
$
|
26,798
|
$
|
54,940
|
$
|
26,052
|
||||||||
Gross profit
|
10,582
|
9,452
|
14,538
|
8,874
|
||||||||||||
(Loss) income before income taxes and non-controlling interest
|
(149
|
)
|
(1,323
|
)
|
1,503
|
(3,366
|
)
|
|||||||||
Net loss attributable to Telos Corporation (1)
|
(867
|
)
|
(1,912
|
)
|
(91
|
)
|
(4,305
|
)
|
(1)
|
Changes in net income are the result of several factors, including seasonality of the government year-end buying season, as well as the nature and timing of other deliverables
|
(2)
|
A tax benefit was recorded due primarily to the remeasurement of our deferred tax assets and liabilities, and the adjustment of valuation allowance related to our hanging credit deferred tax liability in the fourth quarter of 2017, as a result of the Tax Act enacted in December 2017.
|
Exhibit Number
|
Description
|
3.1
|
|
3.2
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10+
|
|
10.1
*
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7
|
10.8
*
|
|
10.9
*
|
|
10.10
*
|
|
10.11
*
|
|
10.12
*
|
|
10.13*
|
|
10.14*
|
|
10.15
|
|
10.16
|
|
10.17*
|
|
10.18
|
|
10.19*
|
|
10.20
|
|
10.21
|
|
10.22
|
|
10.23
|
|
10.24
|
|
10.25
|
|
10.26
|
|
10.27
|
|
10.28
|
|
10.29
|
|
10.30
|
|
10.31
|
10.32
|
|
10.33
|
|
10.34
|
|
10.35
|
|
10.36
|
|
10.37
|
|
10.38
|
|
10.39
|
|
10.40
|
|
10.41
|
|
10.42
|
|
10.43
|
|
10.44*
|
|
10.45*
|
|
10.46
|
|
10.47*
|
|
10.48+
|
|
10.49*+
|
|
21
+
|
|
31.1
+
|
|
31.2
+
|
|
32
+
|
|
101.INS^
|
XBRL Instance Document
|
101.SCH^
|
XBRL Taxonomy Extension Schema
|
101.CAL^
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF^
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB^
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE^
|
XBRL Taxonomy Extension Presentation Linkbase
|
TELOS CORPORATION
|
|||
By:
|
/s/ John B. Wood
|
||
John B. Wood
Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
|
|||
Date:
|
April 2, 2018
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Telos Corporation and in the capacities and on the dates indicated.
|
|||
Signature
|
Title
|
Date
|
|
/s/ John B. Wood
|
Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
|
April 2, 2018
|
|
John B. Wood
|
|||
/s/ Michele Nakazawa
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
April 2, 2018
|
|
Michele Nakazawa
|
|||
/s/ Bernard C. Bailey
|
Director
|
April 2, 2018
|
|
Bernard C. Bailey
|
|||
/s/ David Borland
|
Director
|
April 2, 2018
|
|
David Borland
|
|||
Director
|
|||
William H. Alderman
|
|||
/s/ Bruce R. Harris
|
Director
|
April 2, 2018
|
|
Bruce R. Harris, Lt. Gen., USA (Ret.)
|
|||
/s/ Charles S. Mahan, Jr.
|
Director
|
April 2, 2018
|
|
Charles S. Mahan, Jr. Lt. Gen., USA (Ret)
|
|||
/s/ John W. Maluda
|
Director
|
April 2, 2018
|
|
John W. Maluda, Major Gen., USAF (Ret)
|
|||
/s/ Robert J. Marino
|
Director
|
April 2, 2018
|
|
Robert J. Marino
|
|||
Director
|
|||
Andrew R. Siegel
|
Fiscal Quarters Ended
|
Maximum Consolidated Leverage Ratio
|
March 31, 2018
|
3.50:1.00
|
June 30, 2018 through December 31, 2018
|
3.00:1.00
|
March 31, 2019 through Maturity Date
|
2.50:1.00
|
Fiscal Quarters Ended
|
Minimum Fixed Charge Coverage Ratio
|
March 31, 2018 and June 30, 2018
|
1.00:1.00
|
September 30, 2018 and December 31, 2018
|
1.30:1.00
|
March 31, 2019 through Maturity Date
|
1.50:1.00
|
Fiscal Quarters Ended
|
Minimum Consolidated Revenue
|
March 31, 2018
|
$110,000,000
|
June 30, 2018
|
$120,000,000
|
September 30, 2018
|
$130,000,000
|
December 31, 2018
|
$140,000,000
|
Fiscal Quarters Ended
|
Minimum Consolidated Net Working Capital
|
March 31, 2018
|
($6,500,000)
|
June 30, 2018
|
($8,000,000)
|
September 30, 2018
|
($7,000,000)
|
December 31, 2018
|
($1,000,000)
|
(a) |
It has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
|
(b) |
This Agreement has been duly executed and delivered by each Loan Party and constitutes such Loan Party's legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
|
(c) |
No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by each Loan Party of this Agreement other than those obtained on or before the date hereof and those which, if not obtained, delivered or filed (as the case may be) could not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by each Loan Party of this Agreement does not and will not conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of each Loan Party or any indenture or other material agreement or instrument to which such Person is a party or by which any of its properties may be bound or the approval of any Governmental Authority relating to the Borrower except as could not reasonably be expected to have a Material Adverse Effect.
|
TELOS CORPORATION
|
||
a Maryland corporation
|
||
By:
|
/s/ Jefferson V. Wright
|
|
Name: Jefferson V. Wright
|
||
Title: EPV, General Counsel
|
GUARANTORS
:
|
UBIQUITY.COM, INC.
, a Delaware corporation
|
|
By:
|
/s/ Jefferson V. Wright
|
|
Name: Jefferson V. Wright
|
||
Title: EPV, General Counsel
|
||
XACTA CORPORATION,
a Delaware corporation
|
||
By:
|
/s/ Jefferson V. Wright
|
|
Name: Jefferson V. Wright
|
||
Title: EPV, General Counsel
|
||
TELOWORKS, INC.,
a Delaware corporation
|
||
By:
|
/s/ David S. Easley
|
|
Name: David S. Easley
|
||
Title: President, Treasurer
|
ENLIGHTENMENT CAPITAL SOLUTIONS FUND II, L.P.
, as Agent and as a Lender
|
||
By:
|
/s/ Devin Talbott
|
|
Name: Devin Talbott
|
||
Title: Managing Partner
|
Lenders:
|
ENLIGHTENMENT CAPITAL SOLUTIONS FUND SPV I, L.P
.
, in its capacity as a Lender
|
|
By:
|
/s/ Devin Talbott
|
|
Name: Devin Talbott
|
||
Title: Managing Partner
|
||
ENLIGHTENMENT CAPITAL SOLUTIONS FUND II - NQ, L.P.,
in its capacity as a Lender
|
||
By:
|
/s/ Devin Talbott
|
|
Name: Devin Talbott
|
||
Title: Managing Partner
|
||
ENLIGHTENMENT CAPITAL SOLUTIONS FUND I, L.P.,
in its capacity as a Lender
|
||
By:
|
/s/ Devin Talbott
|
|
Name: Devin Talbott
|
||
Title: Managing Partner
|
1.1
|
The definition of Availability Period is amended to mean June 30, 2020.
|
2.1
|
Seller has the power and authority and legal right to execute and deliver this Amendment and to perform and observe the terms of this Amendment. The execution, delivery and performance of this Amendment by Seller have been duly authorized by Seller by all necessary action and Seller has duly executed and delivered this Amendment.
|
2.2
|
This Amendment constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
|
2.3
|
No Event of Default has occurred and is continuing under the Agreement, both before and immediately after giving effect to this Amendment.
|
2.4
|
Since September 30, 2017, no event or events have occurred which have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect under the Agreement.
|
3.1
|
From and after the Amendment Effective Date, all references to the Agreement shall, unless otherwise specifically provided, be references to the Agreement as amended by this Amendment and as the same may be amended, supplemented or otherwise modified from time to time.
|
3.2
|
Seller hereby ratifies and reaffirms all of its obligations, contingent or otherwise, under the Agreement. Seller hereby acknowledges that, except as expressly modified herein, the Agreement remains in full force and effect and is hereby ratified and reaffirmed.
|
3.3
|
This Amendment may be executed by the Parties on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and
|
3.4
|
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
|
3.5
|
If any one or more of the covenants, agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions of this Amendment or rights of any party hereto;
provided
, that in case any provision in or obligation under this Amendment should be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
|
3.6
|
Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
|
REPUBLIC CAPITAL ACCESS, LLC
|
||
By:
|
/s/ Timothy J. Gilmore
|
|
Name:
|
Timothy J. Gilmore
|
|
Title:
|
Chief Financial Officer
|
|
TELOS CORPORATION
|
||
By:
|
/s/ Michele Nakazawa
|
|
Name:
|
Michele Nakazawa
|
|
Title:
|
CFO
|
(a)
|
"Award" means the grant to a Participant of a Bonus opportunity under the Plan.
|
Name of Subsidiary
|
State/Country
of Incorporation
|
|
|
Ubiquity.com, Inc.
|
Delaware
|
Xacta Corporation
|
Delaware
|
Teloworks, Inc.
|
Delaware
|
Telos Identity Management Solutions, LLC (DBA Telos ID)
|
Delaware
|
Teloworks Philippines, Inc.
|
Philippines
|
Date:
April 2, 2018
|
/s/ John B. Wood
|
John B. Wood
|
Chief Executive Officer (Principal Executive Officer)
|
Date: A
pril 2, 2018
|
/s/ Michele Nakazawa
|
Michele Nakazawa
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
Date:
April 2, 2018
|
/s/ John B. Wood
|
John B. Wood
|
Chief Executive Officer (Principal Executive Officer)
|
Date: April 2, 2018
|
/s/ Michele Nakazawa
|
Michele Nakazawa
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|