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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended: June 30, 2009



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

Commission file number: 001-08443





TELOS CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Maryland                                                       |  | 52-0880974                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|19886 Ashburn Road, Ashburn, Virginia    |  | 20147-2358
|(Address of principal executive offices) |  | (Zip Code)

(703) 724-3800

(Registrants telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act):    Yes   ̈    No  x

As of August 8, 2009, the registrant had outstanding 33,552,968 shares of Class A Common Stock, no par value; and 4,037,628 shares of Class B Common Stock, no par value.









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TELOS CORPORATION AND SUBSIDIARIES

INDEX

PART I - FINANCIAL
 INFORMATION



|                            |  |                                                                                                                       |  |      
|--------------------------- |  | --------------------------------------------------------------------------------------------------------------------- |  | -----
|                            |  |                                                                                                                       |  | Page 
|Item 1.                     |  | Financial Statements                                                                                                  |  |      
|                            |  |                                                                                                                      
|                            |  | Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2009 and 2008
(unaudited) |  | 3    
|                            |  |                                                                                                                      
|                            |  | Condensed Consolidated Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008                           |  | 4-5  
|                            |  |                                                                                                                      
|                            |  | Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008
(unaudited)           |  | 6    
|                            |  |                                                                                                                      
|                            |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                                      |  | 7-25 
|                            |  |                                                                                                                      
|Item 2.                     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                 |  | 26-35
|                            |  |                                                                                                                      
|Item 3.                     |  | Quantitative and Qualitative Disclosures about Market Risk                                                            |  | 35   
|                            |  |                                                                                                                      
|Item 4T.                    |  | Controls and Procedures                                                                                               |  | 35   
|                           
|PART II - OTHER INFORMATION
|                            |  |                                                                                                                      
|Item 1.                     |  | Legal Proceedings                                                                                                     |  | 35   
|                            |  |                                                                                                                      
|Item 1A.                    |  | Risk Factors                                                                                                          |  | 35   
|                            |  |                                                                                                                      
|Item 3.                     |  | Defaults upon Senior Securities                                                                                       |  | 36   
|                            |  |                                                                                                                      
|Item 5.                     |  | Other Information                                                                                                     |  | 36   
|                            |  |                                                                                                                      
|Item 6.                     |  | Exhibits                                                                                                              |  | 37   
|                            | 
|SIGNATURES                  |  | 38                                                                                                                   



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##### Table of Contents

PART I  FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

TELOS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(amounts in thousands)



|                                                                  |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |        |  
|----------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                                                  |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                                  |  | 2009                       |        |   | 20081                    |   |        | 2009 |  |   | 20081   |  
|Revenue                                                           |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |        |  
|Products                                                          |  | $                          | 39,613 |   |                          | $ | 18,632 |      |  | $ | 63,329  |   |  | $ | 36,567 |  
|Services                                                          |  |                            | 29,008 |   |                          |   | 27,855 |      |  |   | 55,973  |   |  |   | 57,525 |  
|                                                                  |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |        |  
|                                                                  |  |                            | 68,621 |   |                          |   | 46,487 |      |  |   | 119,302 |   |  |   | 94,092 |  
|Costs and expenses                                                |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |        |  
|Cost of sales - Products                                          |  |                            | 32,036 |   |                          |   | 16,457 |      |  |   | 52,572  |   |  |   | 32,241 |  
|Cost of sales - Services                                          |  |                            | 24,460 |   |                          |   | 21,020 |      |  |   | 46,551  |   |  |   | 42,099 |  
|Selling, general and administrative expenses                      |  |                            | 8,195  |   |                          |   | 6,063  |      |  |   | 16,464  |   |  |   | 12,636 |  
|                                                                  |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |        |  
|                                                                  |  |                            |        |  
|Operating income                                                  |  |                            | 3,930  |   |                          |   | 2,947  |      |  |   | 3,715   |   |  |   | 7,116  |  
|Other income (expense)                                            |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |        |  
|Other income                                                      |  |                            | 16     |   |                          |   | 100    |      |  |   | 48      |   |  |   | 128    |  
|Interest expense                                                  |  |                            | (1,843 | ) |                          |   | (1,916 | )    |  |   | (3,627  | ) |  |   | (3,829 | )
|                                                                  |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |        |  
|                                                                  |  |                            |        |  
|Income before income taxes                                        |  |                            | 2,103  |   |                          |   | 1,131  |      |  |   | 136     |   |  |   | 3,415  |  
|(Provision) benefit for income taxes (Note 8)                     |  |                            | (1,041 | ) |                          |   | (83    | )    |  |   | 352     |   |  |   | (155   | )
|                                                                  |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |        |  
|                                                                  |  |                            |        |  
|Net income                                                        |  |                            | 1,062  |   |                          |   | 1,048  |      |  |   | 488     |   |  |   | 3,260  |  
|                                                                  |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |        |  
|                                                                  |  |                            |        |  
|Less: Net income attributable to noncontrolling interest (Note 2) |  |                            | (468   | ) |                          |   | (71    | )    |  |   | (506    | ) |  |   | (218   | )
|                                                                  |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |        |  
|                                                                  |  |                            |        |  
|Net income (loss) attributable to Telos Corporation               |  | $                          | 594    |   |                          | $ | 977    |      |  | $ | (18     | ) |  | $ | 3,042  |  
|                                                                  |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |        |  



|1 | The condensed consolidated statements of
operations for the three and six months ended June 30, 2008 have been revised for the retrospective application of Statement of Financial Standards (SFAS) No. 160, Noncontrolling Interests in Consolidated Financial
Statements  an Amendment of ARB No. 51. See Note 1  General and Basis of Presentation.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
accompanying notes are an integral part of these condensed consolidated financial statements.



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TELOS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)



|                                                                                             |  |                         |        |                   |   |       
|-------------------------------------------------------------------------------------------- |  | ----------------------- | ------ | ----------------- | - | ------
|                                                                                             |  | June 30,2009(Unaudited) |        | December 31,20081
|ASSETS                                                                                       |  |                         |        |                   |   |       
|                                                                                             |  |                        
|Current assets (Note 6)                                                                      |  |                         |        |                   |   |       
|Cash and cash equivalents                                                                    |  | $                       | 281    |                   | $ | 22    
|Restricted investments                                                                       |  |                         | 100    |                   |   | 103   
|Accounts receivable, net of reserve of $263 and $225, respectively                           |  |                         | 47,735 |                   |   | 39,916
|Inventories, net of obsolescence reserve of $1,242 and $1,709, respectively                  |  |                         | 11,112 |                   |   | 7,132 
|Deferred income taxes                                                                        |  |                         | 2,831  |                   |   | 2,864 
|Other current assets                                                                         |  |                         | 6,454  |                   |   | 2,604 
|                                                                                             |  |                         |        |                   |   |       
|                                                                                             |  |                        
|Total current assets (Note 6)                                                                |  |                         | 68,513 |                   |   | 52,641
|                                                                                             |  |                        
|Property and equipment, net of accumulated depreciation of $17,920 and $17,279, respectively |  |                         | 6,970  |                   |   | 6,859 
|Deferred income taxes, long-term                                                             |  |                         | 3,554  |                   |   | 3,169 
|Other assets                                                                                 |  |                         | 112    |                   |   | 32    
|                                                                                             |  |                         |        |                   |   |       
|                                                                                             |  |                        
|Total assets (Note 6)                                                                        |  | $                       | 79,149 |                   | $ | 62,701
|                                                                                             |  |                         |        |                   |   |       



|1 | The condensed consolidated balance sheet as
of December 31, 2008 has been revised for the retrospective application of SFAS No. 160. See Note 1  General and Basis of Presentation.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these condensed consolidated financial statements.



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TELOS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)



|                                                                         |  |                         |          |   |                   |   |          |  
|------------------------------------------------------------------------ |  | ----------------------- | -------- | - | ----------------- | - | -------- | -
|                                                                         |  | June 30,2009(Unaudited) |          |   | December 31,20081 |  
|LIABILITIES, REDEEMABLE PREFERRED STOCK, AND STOCKHOLDERS DEFICIT       |  |                         |          |   |                   |   |          |  
|                                                                         |  |                        
|Current liabilities                                                      |  |                         |          |   |                   |   |          |  
|Accounts payable and other accrued payables (Note 6)                     |  | $                       | 34,742   |   |                   | $ | 26,905   |  
|Accrued compensation and benefits                                        |  |                         | 5,520    |   |                   |   | 7,008    |  
|Deferred revenue                                                         |  |                         | 5,950    |   |                   |   | 3,715    |  
|Capital lease obligations  short-term                                   |  |                         | 768      |   |                   |   | 645      |  
|Other current liabilities                                                |  |                         | 4,397    |   |                   |   | 3,482    |  
|                                                                         |  |                         |          |   |                   |   |          |  
|                                                                         |  |                        
|Total current liabilities                                                |  |                         | 51,377   |   |                   |   | 41,755   |  
|                                                                         |  |                        
|Senior credit facility (Note 6)                                          |  |                         | 17,160   |   |                   |   | 12,162   |  
|Senior subordinated notes (Note 6)                                       |  |                         | 4,179    |   |                   |   | 4,179    |  
|Capital lease obligations                                                |  |                         | 7,328    |   |                   |   | 7,559    |  
|Senior redeemable preferred stock (Note 7)                               |  |                         | 10,080   |   |                   |   | 9,871    |  
|Public preferred stock (Note 7)                                          |  |                         | 99,071   |   |                   |   | 97,160   |  
|                                                                         |  |                         |          |   |                   |   |          |  
|                                                                         |  |                        
|Total liabilities                                                        |  |                         | 189,195  |   |                   |   | 172,686  |  
|                                                                         |  |                         |          |   |                   |   |          |  
|                                                                         |  |                        
|Commitments and contingencies (Note 9)                                   |  |                         |          |   |                   |   |          |  
|                                                                         |  |                        
|Stockholders deficit                                                    |  |                         |          |   |                   |   |          |  
|Telos stockholders deficit                                              |  |                         |          |   |                   |   |          |  
|Common stock                                                             |  |                         | 78       |   |                   |   | 78       |  
|Additional paid-in capital                                               |  |                         | 103      |   |                   |   | 103      |  
|Accumulated other comprehensive income                                   |  |                         | 45       |   |                   |   |         |  
|Accumulated deficit                                                      |  |                         | (110,747 | ) |                   |   | (110,729 | )
|                                                                         |  |                         |          |   |                   |   |          |  
|                                                                         |  |                        
|Total Telos stockholders deficit                                        |  |                         | (110,521 | ) |                   |   | (110,548 | )
|                                                                         |  |                         |          |   |                   |   |          |  
|                                                                         |  |                        
|Noncontrolling interest in subsidiary (Note 2)                           |  |                         | 475      |   |                   |   | 563      |  
|                                                                         |  |                         |          |   |                   |   |          |  
|                                                                         |  |                        
|Total stockholders deficit                                              |  |                         | (110,046 | ) |                   |   | (109,985 | )
|                                                                         |  |                         |          |   |                   |   |          |  
|                                                                         |  |                        
|Total liabilities, redeemable preferred stock, and stockholders deficit |  | $                       | 79,149   |   |                   | $ | 62,701   |  
|                                                                         |  |                         |          |   |                   |   |          |  



|1 | The condensed consolidated balance sheet as
of December 31, 2008 has been revised for the retrospective application of SFAS No. 160. See Note 1  General and Basis of Presentation.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these condensed consolidated financial statements.



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TELOS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(amounts in thousands)



|                                                                                               |  |                           |          |   |       |   |          |  
|---------------------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ----- | - | -------- | -
|                                                                                               |  | Six Months Ended June 30, |         
|                                                                                               |  | 2009                      |          |   | 20081 |  
|Operating activities:                                                                          |  |                           |          |   |       |   |          |  
|Net (loss) income                                                                              |  | $                         | (18      | ) |       | $ | 3,042    |  
|Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities: |  |                           |          |   |       |   |          |  
|Dividends and accretion of preferred stock as interest expense                                 |  |                           | 2,120    |   |       |   | 2,396    |  
|Noncontrolling interest in subsidiary                                                          |  |                           | 506      |   |       |   | 218      |  
|Depreciation and amortization                                                                  |  |                           | 718      |   |       |   | 721      |  
|Amortization of debt issuance costs                                                            |  |                           | 103      |   |       |   | 11       |  
|Deferred income tax benefit                                                                    |  |                           | (352     | ) |       |   |         |  
|Other noncash items                                                                            |  |                           | 84       |   |       |   | (110     | )
|Changes in other operating assets and liabilities                                              |  |                           | (7,875   | ) |       |   | (3,720   | )
|                                                                                               |  |                           |          |   |       |   |          |  
|Cash (used in) provided by operating activities                                                |  |                           | (4,714   | ) |       |   | 2,558    |  
|                                                                                               |  |                           |          |   |       |   |          |  
|                                                                                               |  |                          
|Investing activities:                                                                          |  |                           |          |   |       |   |          |  
|Purchases of property and equipment                                                            |  |                           | (622     | ) |       |   | (346     | )
|Purchase of restricted investments                                                             |  |                           | (100     | ) |       |   |         |  
|Maturity of restricted investments                                                             |  |                           | 103      |   |       |   | 1,709    |  
|                                                                                               |  |                           |          |   |       |   |          |  
|Cash (used in) provided by investing activities                                                |  |                           | (619     | ) |       |   | 1,363    |  
|                                                                                               |  |                           |          |   |       |   |          |  
|                                                                                               |  |                          
|Financing activities:                                                                          |  |                           |          |   |       |   |          |  
|Proceeds from senior credit facility                                                           |  |                           | 124,524  |   |       |   | 101,660  |  
|Repayments of senior credit facility                                                           |  |                           | (119,526 | ) |       |   | (104,925 | )
|Increase in book overdrafts                                                                    |  |                           | 1,656    |   |       |   | 1,095    |  
|Payments under capital lease obligations                                                       |  |                           | (315     | ) |       |   | (258     | )
|Payment of senior subordinated notes                                                           |  |                           |         |   |       |   | (500     | )
|Payment of debt issuance costs                                                                 |  |                           | (150     | ) |       |   | (150     | )
|Distributions to noncontrolling interest                                                       |  |                           | (594     | ) |       |   | (900     | )
|                                                                                               |  |                           |          |   |       |   |          |  
|Cash provided by (used in) financing activities                                                |  |                           | 5,595    |   |       |   | (3,978   | )
|                                                                                               |  |                           |          |   |       |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                                   |  |                           | (3       | ) |       |   |         |  
|                                                                                               |  |                           |          |   |       |   |          |  
|                                                                                               |  |                          
|Increase (decrease) in cash and cash equivalents                                               |  |                           | 259      |   |       |   | (57      | )
|Cash and cash equivalents at beginning of period                                               |  |                           | 22       |   |       |   | 83       |  
|                                                                                               |  |                           |          |   |       |   |          |  
|                                                                                               |  |                          
|Cash and cash equivalents at end of period                                                     |  | $                         | 281      |   |       | $ | 26       |  
|                                                                                               |  |                           |          |   |       |   |          |  
|                                                                                               |  |                          
|Supplemental disclosures of cash flow information:                                             |  |                           |          |   |       |   |          |  
|Cash paid during the period for:                                                               |  |                           |          |   |       |   |          |  
|Interest                                                                                       |  | $                         | 1,486    |   |       | $ | 1,413    |  
|                                                                                               |  |                           |          |   |       |   |          |  
|Income taxes                                                                                   |  | $                         | 115      |   |       | $ | 332      |  
|                                                                                               |  |                           |          |   |       |   |          |  
|Noncash:                                                                                       |  |                           |          |   |       |   |          |  
|Interest on redeemable preferred stock                                                         |  | $                         | 2,120    |   |       | $ | 2,396    |  
|                                                                                               |  |                           |          |   |       |   |          |  
|Financing of capital leases                                                                    |  | $                         | 207      |   |       |   |         |  
|                                                                                               |  |                           |          |   |       |   |          |  



|1 | The condensed consolidated statement of cash
flows for the six months ended June 30, 2008 has been revised for the retrospective application of SFAS No. 160. See Note 1  General and Basis of Presentation.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these condensed consolidated financial statements.



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TELOS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. General and Basis of Presentation

Telos Corporation (the Company or Telos or We) is an information technology solutions and services company addressing
the needs of U.S. Government and commercial customers worldwide. Our principal offices are located at 19886 Ashburn Road, Ashburn, Virginia 20147. The Company was incorporated as a Maryland corporation in October 1971. Our web site is
www.telos.com.

The accompanying condensed consolidated financial statements include the accounts of Telos and its subsidiaries,
including Ubiquity.com, Inc., Xacta Corporation and Telos Delaware, Inc., all of whose issued and outstanding share capital is owned by the Company. We have also consolidated the results of operations of Telos Identity Management Solutions, LLC
(TIMS LLC) (see Note 2  Sale of Assets), and Teloworks, Inc. (Teloworks) (see Note 3  Investment in Teloworks). All intercompany transactions have been eliminated in consolidation.

In our opinion, the accompanying condensed consolidated financial statements reflect all adjustments (which include normal recurring adjustments) and
reclassifications necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America and pursuant to rules and regulations of the Securities and Exchange Commission (SEC).
The presented interim results are not necessarily indicative of fiscal year performance for a variety of reasons including, but not limited to, the impact of seasonal and short-term variations. We have continued to follow the accounting policies
(including the critical accounting policies) set forth in the consolidated financial statements included in our 2008 Annual Report on Form 10-K filed with the SEC. These condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

On January 1, 2009, we adopted SFAS No. 160, which changed the presentation requirements for noncontrolling (minority) interests. See Note 2  Sale of Assets.

In preparing the condensed consolidated financial statements, we have evaluated subsequent events, as defined by SFAS No. 165, Subsequent
Events, through August 14, 2009 which is the date that the condensed consolidated financial statements were issued.

Segment Reporting

We previously reported two operating segments in our public filings: Managed Solutions and Xacta. Managed Solutions was primarily our
traditional IT-product reselling business. Xacta comprised several business lines that together made up our security solutions brand. Beginning in late 2006, we undertook various cost reduction and reorganization strategies in order to address the
poor operating results which were caused in part by an unsustainable revenue mix comprised of a large proportion of IT-product reselling revenue, which contributed a smaller proportion of margin to support our operations. As a result, we decided to
focus and invest more in our higher-margin business areas. In late 2007, the Managed Solutions segment was realigned under the Secure Networks business line. While certain of the Managed Solutions products and services continue to be offered by us
as part of our strategy of offering a broad range of IT solutions to our customers, the decision to consolidate the Managed Solutions segment with the Secure Networks business line resulted in a change in our reportable operating segments.

Accordingly, as of January 1, 2008, we have reflected the change in segment reporting in accordance with the criteria for segment
reporting as set forth in SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information and no longer report multiple segments.



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Recent Accounting Pronouncements

In April 2009, the Financial Accounting Standard Board (FASB) issued three related FASB Staff Positions (FSP): (i) FSP SFAS 157-4, Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, (ii) FSP SFAS 115-2 and SFAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, and
(iii) FSP SFAS 107-1 and Accounting Principle Board (APB) Opinion 28-1, Interim Disclosures about Fair Value of Financial Instruments, which is effective for interim and annual periods ending after June 15, 2009.
FSP SFAS 157-4 provides guidance on how to determine the fair value of assets and liabilities under SFAS No. 157 in the current economic environment and reemphasizes that the objective of a fair value measurement remains an exit price. If we
were to conclude that there has been a significant decrease in the volume and level of activity of the asset or liability in relation to normal market activities, quoted market values may not be representative of fair value and we may
conclude that a change in valuation technique or the use of multiple valuation techniques may be appropriate. FSP SFAS 115-2 and FSP SFAS 124-2 modify the requirements for recognizing other-than-temporarily impaired debt securities and revise the
existing impairment model for such securities, by modifying the current intentand ability indicator in determining whether a debt security is other-than-temporarily impaired. FSP SFAS 107-1 and APB 28-1 enhance the disclosure of
instruments under the scope of SFAS No. 157 for both interim and annual periods. Our adoption of these staff positions did not have a material impact on our financial position, results of operations, or cash flow.

In May 2009, the FASB issued SFAS No. 165 Subsequent Events, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that
date. The Statement sets forth: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements;
(2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. SFAS No. 165 is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. In preparing these consolidated financial statements, the Company
evaluated the events and transactions that occurred through August 14, 2009, the date the consolidated financial statements were issued. The Company has made the required additional disclosures in reporting periods in which subsequent events
occur.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification (Codification)
and the Hierarchy of Generally Accepted Accounting Principles (GAAP), a replacement of FASB Statement No. 162. SFAS No. 168 establishes the Codification as the single source of authoritative GAAP in the United States,
other than rules and interpretive releases issued by the SEC. The Codification is a reorganization of current GAAP into a topical format that eliminates the current GAAP hierarchy and establishes instead two levels of guidance  authoritative
and nonauthoritative. All non-grandfathered, non-SEC accounting literature that is not included in the Codification will become nonauthoritative. The FASBs primary goal in developing the Codification is to simplify user access to all
authoritative GAAP by providing all the authoritative literature related to a particular accounting topic in one place. The Codification will be effective for interim and annual periods ending after September 15, 2009. As the Codification is
not intended to change or alter existing GAAP, it is not anticipated to impact our consolidated financial position and results of operations.

Revenue
Recognition

Revenues are recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, Revenue
Recognition. We consider amounts earned upon evidence that an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectibility is reasonably assured. Additionally, revenues on arrangements requiring the
delivery of more than one product or service are recognized in accordance with Emerging Issues Task Force (EITF) 00-21, Revenue Arrangements with Multiple Deliverables except as the pronouncement states, on contracts where
higher-level GAAP (such as Statement of Position (SOP) 97-2 as described below) prevails.



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We recognize revenues for software arrangements upon persuasive evidence of an arrangement, delivery of
the software, and determination that collection of a fixed or determinable license fee is probable. Revenues for software licenses sold on a subscription basis are recognized ratably over the related license terms. For arrangements where the sale of
software licenses are bundled with other products, including software products, upgrades and enhancements, post-contract customer support (PCS), and installation, the relative fair value of each element is determined based on
vendor-specific objective evidence (VSOE). VSOE is defined by SOP 97-2, Software Revenue Recognition, and SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions, and
is limited to the price charged when the element is sold separately or, if the element is not yet sold separately, the fair value assigned under the residual method or the price set by management having the relevant authority. If VSOE does not exist
for the allocation of revenue to the various elements of the arrangement, all revenue from the arrangement is deferred until the earlier of the point at which (1) such VSOE does exist or (2) all elements of the arrangement are delivered.
PCS revenues, upon being unbundled from a software license fee, are recognized ratably over the PCS period.

Substantially all of our
contracts are contracts with the U.S. Government involving the complex delivery of technology products and services. Accordingly, these contracts are within the scope of the American Institute of Certified Public Accountants Audit and
Accounting Guide for Audits of Federal Government Contractors. To the extent contracts are incomplete at the end of an accounting period, revenue is recognized on the percentage-of-completion method, on a proportional performance basis, using costs
incurred in relation to total estimated costs.

We may use subcontractors in the course of performing on services contracts. Some of such
arrangements may fall within the scope of EITF 99-19 Reporting Revenue Gross as a Principal versus Net as an Agent. We presume that revenues on services contracts are recognized on a gross basis, in accordance with EITF 99-19, as we
generally provide significant value-added services, assume credit risk, and reserve the right to select subcontractors, but we evaluate the various criteria specified in the guidance in making the determination of whether revenue should be
recognized on a gross or net basis. The revenue recognized on services on a net basis for the current and prior years has been insignificant.

A description of the business lines, the typical deliverables, and the revenue recognition criteria in general for such deliverables follows:

Secure Messaging  We provide Automated Message Handling Software (AMHS) and services to our customers. The software and accompanying services fall within the scope of SOP 97-2, as fully discussed above. Other
services fall within the scope of SAB 104 for arrangements that include only time-and-materials (T&M) contracts and EITF 00-21 for contracts with multiple deliverables such as T&M elements and firm-fixed price (FFP)
services where objective reliable evidence of fair value of the elements is available. Under such arrangements, the T&M elements are established by direct costs. Revenue is recognized on T&M contracts according to specified rates as direct
labor and other direct costs are incurred. Revenue for FFP services is recognized on a proportional performance basis. FFP services may be billed to the customer on a percentage-of-completion basis or based upon milestones, which may approximate the
proportional performance of the services under the agreements, as specified in such agreements. To the extent that customer billings exceed the performance of the specified services, the revenue would be deferred.

Secure Networks (formerly Secure Wireless)  We provide wireless and wired networking solutions consisting of hardware and services to our customers. The
solutions are generally sold as FFP bundled solutions. Certain of these networking solutions involve contracts to design, develop, or modify complex electronic equipment configurations to a buyers specification or to provide network
engineering services related to the performance of such contracts, and as such fall within the scope of SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. Revenue is earned upon percentage of
completion based upon proportional performance, such performance generally being defined by performance milestones. Certain other solutions fall within the scope of SAB 104, such as resold information technology products, like laptops, printers,
networking equipment and peripherals, and EITF 00-21. Revenue is recognized based upon objective reliable evidence of fair value of the elements, such as upon delivery of the hardware product or other direct costs (ODC) and the ongoing
maintenance. For product sales, revenue is recognized upon proof of acceptance by the customer, otherwise it is deferred until such time as the proof of acceptance is obtained. For example, in delivery orders for Department of Defense customers,
which comprise the majority of the Companys customers, such acceptance is achieved with a signed Department of Defense Form DD-250. Services provided under these contracts are generally provided on a FFP basis, and as such fall within the
scope of SAB 104. Revenue for services is recognized based on proportional performance,



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as the work progresses. FFP services may be billed to the customer on a percentage-of-completion basis or based upon milestones, which may approximate the
proportional performance of the services under the agreements, as specified in such agreements. To the extent that customer billings exceed the performance of the specified services, the revenue would be deferred. Revenue is recognized under T&M
services contracts based upon specified billing rates and other direct costs as incurred.

Information Assurance Services  We provide
consulting services to our customers under either a FFP or T&M basis. Such contracts fall under the scope of SAB 104. Revenue for FFP services is recognized on a proportional performance basis. FFP services may be billed to the customer on a
percentage-of-completion basis or based upon milestones, which may approximate the proportional performance of the services under the agreements, as specified in such agreements. To the extent that customer billings exceed the performance of the
specified services, the revenue would be deferred. Revenue is recognized under T&M contracts based upon specified billing rates and other direct costs as incurred.

Identity Management  We provide our identity management services and sell information technology products, such as computer laptops and specialized printers, and consumables, such as identity cards, to
our customers. The solutions are generally sold as FFP bundled solutions, which would typically fall within the scope of EITF 00-21 and SAB 104. Revenue is recognized based upon objective reliable evidence of fair value of the elements, such as upon
delivery of the hardware product or ODCs and the ongoing maintenance. Revenue for services is recognized based on proportional performance, as the work progresses. FFP services may be billed to the customer on a percentage-of-completion basis
or based upon milestones, which may approximate the proportional performance of the services under the agreements, as specified in such agreements. To the extent that customer billings exceed the performance of the specified services, the revenue
would be deferred. Revenue is recognized under T&M contracts based upon specified billing rates and other direct costs as incurred.

Restricted
Investments

We account for our investments under SFAS No. 115, Accounting for Certain Investments in Debt and Equity
Securities. We consider our holdings of short-term and long-term securities, consisting primarily of fixed income securities to be available-for-sale securities. The difference between cost or amortized cost (cost adjusted for amortization of
premiums and accretion of discounts that are recognized as adjustments to interest income) and fair value, representing unrealized holdings gains or losses, net of the related tax effect, if any, is immaterial and therefore not presented as a
separate component of stockholders deficit. Gains and losses on the sale of debt securities are determined on a specific identification basis. Realized gains and losses are included in other income (expense) in the accompanying condensed
consolidated statements of operations.

Accounts Receivable

Accounts receivable are stated at the invoiced amount, less allowances for doubtful accounts. Collectability of accounts receivable is regularly reviewed based upon managements knowledge of the specific
circumstances related to overdue balances. The allowance for doubtful accounts is adjusted based on such evaluation. Accounts receivable balances are written off against the allowance when management deems the balances uncollectible.

Inventories

Inventories are stated at the lower of
cost or market, where cost is determined on the weighted average method. Substantially all inventories consist of purchased customer off-the-shelf hardware and software, and component computer parts used in connection with system integration
services that we perform. Inventories also include spare parts which are utilized to support maintenance contracts. Spare parts inventory is amortized on a straight-line basis over two to five years, which represents the shorter of the warranty
period or useful life. An allowance for obsolete, slow-moving or nonsalable inventory is provided for all other inventory. This allowance is based on our overall obsolescence experience and our assessment of future inventory requirements. This
charge is taken primarily due to the age of the specific inventory and the significant additional costs that would be necessary to upgrade to current standards as well as the lack of forecasted sales for such inventory in the near future. Gross
inventory consisted of finished goods of $11.3 million and $8.7 million as of June 30, 2009 and December 31, 2008, respectively; and work-in-process of $1.1 million and $0.1 million as of June 30, 2009 and December 31, 2008,
respectively.



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Income Taxes

We account for income taxes under SFAS No. 109, Accounting for Income Taxes. Under this asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary
differences and income tax credits. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates that are applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized
for differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Any change in tax rates on deferred tax assets and liabilities is recognized in net income in the period in which the tax rate
change is enacted. We record a valuation allowance that reduces deferred tax assets when it is more likely than not that deferred tax assets will not be realized.

We account for our interim income taxes in accordance with Financial Accounting Standards Board Interpretation No. (FIN) 18, Accounting
for Income Taxes in Interim Periods  An Interpretation of APB Opinion No. 28, which requires that an estimated annual effective tax rate be used to determine interim period income tax provisions.

On January 1, 2007, we adopted the provisions of FIN 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement
No. 109, which clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 provides guidance on the
financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and
transition. Our analysis of uncertain tax positions as required under FIN 48 determined that we had no significant unrecorded liabilities.

As of January 1, 2007, December 31, 2008 and June 30, 2009, we had no unrecognized tax benefits, nor did we have any that would have an effect on the effective tax rate. Income taxes are provided based on the liability method
for financial reporting purposes. No interest or penalties were accrued as of January 1, 2007 as a result of the adoption of FIN 48. For the three and six months ended June 30, 2009 and 2008, there was no interest or penalties
recorded or included in tax expense.

Restricted Stock Grants

In June 2008, we issued 4,774,273 shares of restricted stock (Class A common) in exchange for the majority of stock options outstanding under the Telos Corporation, Xacta Corporation and Telos Delaware, Inc. stock
option plans. In addition, we granted 7,141,501 shares of restricted stock to our executive officers and employees. In September 2008, we granted 480,000 shares of restricted stock to certain of our directors. Such stock is subject to a vesting
schedule as follows: 25% of the restricted stock vests immediately on the date of grant, thereafter, an additional 25% will vest annually on the anniversary of the date of grant subject to continued employment or services. In accordance with SFAS
No. 123(R), we reported no compensation expense for any of the issuances as the value of the common stock was negligible, based on the deduction of our outstanding debt, capital lease obligations, and preferred stock from an estimated
enterprise value, which was estimated based on discounted cash flow analysis, comparable public company analysis, and comparable transaction analysis.

Other Comprehensive Income

Our functional currency is the U.S. dollar. However, for one of our wholly owned subsidiaries
the functional currency is the local currency. For this subsidiary, the translation of its foreign currency into U.S. dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance sheet date
and for revenue and expense accounts using average foreign currency exchange rates during the period. Translation gain and losses are included in stockholders deficit as a component of accumulated other comprehensive income. Accumulated other
comprehensive income included within stockholders deficit consists of the following (in thousands):



|                                                   |  |              |    |                  |   |  
|-------------------------------------------------- |  | ------------ | -- | ---------------- | - | -
|                                                   |  | June 30,2009 |    | December 31,2008
|                                                   |  |             
|Cumulative foreign currency translation adjustment |  | $            | 45 |                  | $ | 
|                                                   |  |              |    |                  |   |  
|Accumulated elements of other comprehensive income |  | $            | 45 |                  | $ | 
|                                                   |  |              |    |                  |   |  



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Reclassifications

Certain reclassifications have been made to the 2008 financial statements to conform to the current period presentation.

Note 2. Sale of Assets

On April 11, 2007, Telos Identity Management Solutions, LLC (TIMS LLC) was formed
as a limited liability company under the Delaware Limited Liability Company Act. We contributed substantially all of the assets of our Identity Management business line and assigned our rights to perform under our U.S. Government contract with the
Defense Manpower Data Center (DMDC) to TIMS LLC at their stated book values. The net book value of assets we contributed totaled $17,000. Until April 19, 2007, we owned 99.999% of the membership interests of TIMS LLC and certain
private equity investors (Investors) owned 0.001% of the membership interests of TIMS LLC. On April 20, 2007, we sold an additional 39.999% of the membership interests to the Investors in exchange for $6 million in cash
consideration. In accordance with SAB 51, Accounting for Sales of Stock by a Subsidiary, we recognized a gain of $5.8 million, which was included in other income (expenses) on the consolidated statements of operations for the year ended
December 31, 2007. As a result, we own 60% of TIMS LLC, and therefore continue to account for the investment in TIMS LLC using the consolidation method. Legal and investment banking expenses directly associated with the transaction amounted to
approximately $190,000. The brother of John B. Wood, our Chairman and Chief Executive Officer, indirectly held a 2% effective ownership interest in TIMS LLC as a result of the transaction, which was subsequently sold in the fourth quarter of 2008.

The Amended and Restated Operating Agreement of TIMS LLC (Operating Agreement) provides for a Board of Directors comprised of
five members. Pursuant to the Operating Agreement, John B. Wood, Chairman and CEO of Telos, has been designated as the Chairman of the Board of TIMS LLC. The Operating Agreement also provides for two subclasses of membership units: Class A,
held by us and Class B, held by certain private equity investors. The Class A membership unit owns 60% of TIMS LLC, as mentioned above, and as such is allocated 60% of the profits, which was $703,000 and $760,000 for the three and six months
ended June 30, 2009, respectively, and $107,000 and $327,000 for the three and six months ended June 30, 2008, respectively, and is entitled to appoint three members of the Board of Directors. The Class B membership unit owns 40% of TIMS
LLC, and as such is allocated 40% of the profits, which was $468,000 and $506,000 for the three and six months ended June 30, 2009, respectively, and $71,000 and $218,000 for the three and six months ended June 30, 2008, respectively, and
is entitled to appoint two members of the Board of Directors. The Class B membership unit is the noncontrolling interest under SFAS No. 160.

In accordance with the Operating Agreement, quarterly distributions of $450,000 were required to be made to the Class B member for the initial eighteen month period after the sale of the TIMS LLC membership interests. Further, subsequent to
the initial eighteen month period, distributions shall be made to the members only when and to the extent determined by the TIMS LLCs Board of Directors, in accordance with the Operating Agreement. The Class B member received a total of
$147,000 and $594,000 for the three and six months ended June 30, 2009, respectively, and $450,000 and $900,000, for the three and six months ended June 30, 2008, respectively, of such distributions.

The following table details the changes in noncontrolling interest as of June 30, 2009 and 2008 (in thousands):



|                                             |  |                             |      |   |                           |   |      |      |  |   |      |   |  |   |      |  
|-------------------------------------------- |  | --------------------------- | ---- | - | ------------------------- | - | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                             |  | Three Months Ended June 30, |      |   | Six Months Ended June 30, |  
|                                             |  | 2009                        |      |   | 2008                      |   |      | 2009 |  |   | 2008 |  
|                                             |  |                             |      |  
|Noncontrolling interest, beginning of period |  | $                           | 154  |   |                           | $ | (86  | )    |  | $ | 563  |   |  | $ | 217  |  
|Net income                                   |  |                             | 468  |   |                           |   | 71   |      |  |   | 506  |   |  |   | 218  |  
|Distributions                                |  |                             | (147 | ) |                           |   | (450 | )    |  |   | (594 | ) |  |   | (900 | )
|                                             |  |                             |      |   |                           |   |      |      |  |   |      |   |  |   |      |  
|                                             |  |                             |      |  
|Noncontrolling interest, end of period       |  | $                           | 475  |   |                           | $ | (465 | )    |  | $ | 475  |   |  | $ | (465 | )
|                                             |  |                             |      |   |                           |   |      |      |  |   |      |   |  |   |      |  



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Note 3. Investment in Teloworks

Effective January 1, 2008, Telos owns 100% of Teloworks. As previously reported, we had recorded all fundings to Teloworks as expense in our consolidated statement of operations since 2004, as the Teloworks
balance sheet and operating results not already recorded were immaterial to our consolidated financial statements. Effective January 1, 2009, we account for the investment in Teloworks using the consolidation method. The effect of not
previously consolidating Teloworks amounted to $160,000. This is immaterial to all prior periods as well as to the current period and has been reflected as a decrease in the net loss attributable to the Company for the six months ended June 30,
2009.

In 2008, Teloworks formed a wholly owned subsidiary, Teloworks BPO Solutions Philippines, Inc., for the purpose of starting up a
business-process outsourcing business in the Philippines, which is currently in the pre-operational stage. The results of this entity have also been consolidated.

Note 4. Investment in Enterworks

As of June 30, 2009, we own 671,301 shares of common stock, 729,732 shares of
Series A-1 Preferred Stock, 1,793,903 shares of Series B-1 Preferred Stock, and 8,571,429 shares of Series D Preferred Stock of Enterworks, and warrants to purchase 1,785,714 underlying common stock shares, representing a fully diluted ownership
percentage of 9.8%. Since our initial investment in Enterworks, we accounted for such investment as prescribed by APB 18, The Equity Method of Accounting for Investments in Common Stock, due to our significant influence on
Enterworks operations through our representation on the Board of Directors of Enterworks. However, effective January 1, 2008, we discontinued the equity method of accounting for our investment in Enterworks due to our significantly
diminished role in Enterworks operations. We previously reduced the carrying value of our investment in Enterworks to zero.

In March
2008, we amended the Agreement for Services and Sublease (Agreement) with Enterworks effective as of January 1, 2008. Pursuant to the amended Agreement, we subleased office space in our Ashburn facility and provided certain
general, administrative and support services to Enterworks, for the amount of $180,000 for a period of one year, payable in 12 equal installments of $15,000 per month. We terminated the Agreement with Enterworks effective February 28,
2009, and accordingly, Enterworks relocated its corporate headquarters.

In 2007, Enterworks was unable to fund its entire share of its
scheduled Teloworks funding obligations to Teloworks. We funded $250,000 on Enterworks behalf for which we received a note from Enterworks, and warrants to purchase 1,785,714 underlying common stock shares. We recorded this note as a note
receivable, however, due to uncertainty regarding the timing and amount of repayment of the note, we recorded a full reserve against the note. In May 2008, the principal amount of the note was amended to approximately $272,000 to reflect interest
accrued up to May 28, 2008 and the reserve increased accordingly. Enterworks has paid all interest due subsequent to this amendment.



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Note 5. Fair Value Measurements

We adopted SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements for financial
instruments effective January 1, 2008. The framework requires the valuation of investments using a three-tiered approach. The statement requires fair value measurement to be classified and disclosed in one of the following categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and
liabilities;

Level 2: Quoted prices in the markets that are not active, or inputs which are observable, either directly or indirectly, for
substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

The following table displays
the assets measured at fair value on a recurring basis in our consolidated balance sheets as of June 30, 2009 and December 31, 2008 and indicates the fair value hierarchy of the valuation techniques we used to determine the fair value:



|                           |  |                                                 |     |                |   |         |  |       |   |  |   |    
|-------------------------- |  | ----------------------------------------------- | --- | -------------- | - | ------- |  | ----- | - |  | - | ---
|                           |  | Fair Value Measurements at Reporting Date Using
|                           |  |                                                 |     | (in thousands) |   |         |  |      
|                           |  | Level 1                                         |     | Level 2        |   | Level 3 |  | Total
|June 30, 2009              |  |                                                 |     |                |   |         |  |       |   |  |   |    
|U.S. government securities |  | $                                               | 100 |                | $ |        |  | $     |  |  | $ | 100
|                           |  |                                                 |     |                |   |         |  |       |   |  |   |    
|                           |  |                                                 |     |               
|December 31, 2008          |  |                                                 |     |                |   |         |  |       |   |  |   |    
|U.S. government securities |  | $                                               | 103 |                | $ |        |  | $     |  |  | $ | 103
|                           |  |                                                 |     |                |   |         |  |       |   |  |   |    

As of June 30, 2009 and December 31, 2008, we did not have any financial instruments
with significant Level 3 inputs and we did not have any transfers in and out or purchases and sales of Level 3 financial instruments.

In
April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. This FSP amends SFAS No. 107 Disclosures about Fair Value of Financial Instruments and APB 28
Interim Financial Reporting to require disclosures about fair value of financial instruments for interim periods of publically traded companies as well as in annual financial statements. FSP SFAS 107-1 and APB 28-1 are
effective for the Company for periods ending after June 15, 2009.

As of June 30, 2009, the carrying value of the Companys
senior subordinated debt and senior redeemable preferred stock was $4.2 million and $10.1 million, respectively. There have been no material changes in the Companys financial condition and no material modifications to the financial
instruments, the estimated fair market value of these financial instruments remains consistent with those disclosed as of December 31, 2008, adjusted for the accrual of dividends on the senior redeemable preferred stock. As of June 30,
2009, the carrying value of the Companys public preferred stock was $99.1 million, and the estimated fair market value was $60.5 million based on quoted market prices.

On January 1, 2008, the Company adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities,
including an amendment of SFAS No. 115. SFAS No. 159 expands the use of fair value accounting but does not affect existing standards which require assets or liabilities differently without having to apply complex hedge accounting
provisions. Under SFAS No. 159, a company may elect to use fair value to measure eligible items at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each
subsequent reporting date. Eligible items include, but are not limited to, accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees, issued debt and firm commitments.
Currently, we have not expanded our eligible items subject to the fair value option under SFAS No. 159.



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Note 6. Current Liabilities and Debt Obligations

Accounts Payable and Other Accrued Payables

As of
June 30, 2009 and December 31, 2008, the accounts payable and other accrued payables consisted of $27.7 million and $18.9 million, respectively, in trade account payables and $7.0 million and $8.0 million, respectively, in accrued trade
payables.

Senior Revolving Credit Facility

Effective January 31, 2008, we amended our $15 million revolving credit facility (the Facility) with Wells Fargo Foothill, Inc. (Wells Fargo Foothill) to increase the limit on the Facility to $20 million through
March 31, 2008, and to accommodate increased operational needs. In March 2008, we renewed the Facility and amended its terms. Under the amended terms, the maturity on the Facility was extended to September 30, 2011 and the limit on the
Facility was increased to $25 million to accommodate current and projected financing needs. Borrowings under the Facility are collateralized by substantially all of our assets including inventory, equipment, and accounts receivable. The amount of
available borrowings fluctuates based on the underlying asset-borrowing base, as defined in the Facility agreement. Pursuant to the terms of the Facility, the interest rate is established as the Wells Fargo Foothill prime rate plus 1%,
the Federal Funds rate plus 1.5%, or 7%, whichever is higher. In lieu of having interest charged at the rate based on the Wells Fargo Foothill prime rate, we have the option to have interest on all or a portion of the advances on such Facility
charged at a rate of interest based on the LIBOR Rate (the greater of the LIBOR rate three business days prior to the commencement of the requested interest period or 3%), plus 4%.

Additionally, subsequent to the March 2008 renewal, Wells Fargo Foothill and the Company amended the Facility and the Company obtained waivers for
various defaults of provisions under the Facility. Such defaults included failure to provide audited annual financial statements within the required 90 day period due to the late filing of the 2007 Form 10-K, as well as various administrative
defaults resulting from certain of the Companys investments and financing arrangements.

As of June 30, 2009, the interest rate
on the Facility was 7%. Pursuant to the terms of the Facility, the interest rate was the Wells Fargo Foothill prime rate plus 1% (as of June 30, 2009 the Wells Fargo Foothill prime rate was 6%) or 5.75%, whichever was
higher. We incurred interest expense in the amount of $302,000, and $546,000 for the three and six months ended June 30, 2009 respectively, and $195,000, and $428,000 for the three and six months ended June 30, 2008, respectively, on the
Facility.

The Facility has various covenants that may, among other things, affect our ability to merge with another entity, sell or
transfer certain assets, pay dividends and make other distributions beyond certain limitations. As of June 30, 2009, we were in compliance with the Facilitys financial covenants, including Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) covenants. Based on our current projection of EBITDA, we expect that we will remain in compliance with our EBITDA covenants, and accordingly, the Facility is classified as a noncurrent liability as of June 30,
2009.

At June 30, 2009 and December 31, 2008, we had outstanding borrowings of $17.2 million and $12.2 million, respectively,
and unused borrowing availability of $6.6 million and $3.8 million, respectively, on the Facility. The effective weighted average interest rates on the outstanding borrowings under the Facility were 8.3% and 8.8% for the six months ended
June 30, 2009 and 2008, respectively.

Senior Subordinated Notes

In 1995, we issued Senior Subordinated Notes (Notes) to certain shareholders. Such Notes are classified as either Series B or Series C. The Series B Notes are secured by our property and equipment, but
subordinate to the security interests of Wells Fargo Foothill under the Facility. The Series C Notes are unsecured. The maturity date of such Notes has been extended to December 31, 2011, with interest rates ranging from 14% to 17%, and paid
quarterly on January 1, April 1, July 1, and October 1 of each year. The Notes can be prepaid at our option; however, the Notes contain a cumulative prepayment premium of 13.5% per annum payable upon certain
circumstances, which include, but are not limited to, an initial public offering of our common stock or a significant refinancing (qualifying triggering event), to the extent that sufficient net proceeds from either of the above events
are received to pay such cumulative prepayment premium. Due to the contingent nature of the cumulative prepayment premium, any associated premium expense can only be quantified and recorded subsequent to the occurrence of such a qualifying
triggering event. At June 30, 2009 and December 31, 2008, if such a qualifying triggering event had occurred, the cumulative prepayment premium would have been approximately $21.0 million and $19.4 million, respectively.



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The balances of the Series B and C Notes were $1.5 million and $2.7 million, respectively, each at
June 30, 2009, and December 31, 2008. We incurred interest expense in the amount of $0.2 million and $0.3 million for the three and six months ended June 30, 2009, respectively, and $0.2 million and $0.4 million for the three and six
months ended June 30, 2008, respectively, on the Notes.

We repaid $0.5 million in June 2008, and $0.5 million in July 2008, of the
outstanding Series B Notes. The prepayment penalties on the repayment of such Notes were waived by the note holders. Additionally, Wells Fargo Foothill granted a waiver and amendment to the Facility to allow the repayment of such Notes.

The following are maturities of obligations presented by year (in thousands):



|                          |  |      |  |                |        |  
|------------------------- |  | ---- |  | -------------- | ------ | -
|                          |  | Year |  | Obligation Due |       
|                          |  |     
|Senior Subordinated Notes |  | 2011 |  | $              | 4,179  | 1
|Senior Credit Facility    |  | 2011 |  | $              | 17,160 | 2



|1 | Pursuant to Section 17 of the Amended
and Restated Subordination Agreement entered into in conjunction with the Facility, the senior subordinated note holders and the Company have extended the maturity date of the Notes to December 31, 2011.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 | Balance due represents balance as of June 30, 2009, however, the Senior Credit Facility is a revolving credit facility with fluctuating balances based on
working capital requirements of the Company.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Warranty Liability

As discussed more fully in Note 1, under Segment Reporting, in late 2007 the Managed Solutions segment, through which warranty service is
provided, was realigned under the Secure Networks business line as part of an ongoing cost reduction and reorganization strategy to address our prior poor operating results through increased focus of our efforts on growth of higher-margin business.
The series of decisions related to this change resulted in a shift in our focus to an increased proportion of contracts with the Original Equipment Manufacturer (OEM) warranty requirements, which primarily involve referrals to the OEM
for service calls. While certain contracts and programs continue to require that we provide an enhanced level of warranty coverage, this shift to OEM-coverage contracts, and additionally, current reduced Company call center demand trends by
certain large customers, resulted in a reduction of the estimates related to our warranty liabilities. Accordingly, we adjusted our accrued warranty liability down by approximately $1.1 million in the first quarter of 2008. The balance as of
June 30, 2009 and December 31, 2008 was $1.9 million and $1.7 million, respectively.

Note 7. Redeemable Preferred Stock

Senior Redeemable Preferred Stock

The components
of the authorized, issued and outstanding senior redeemable preferred stock (Senior Redeemable Preferred Stock) are 1,250 Series A-1 and 1,750 Series A-2 senior redeemable preferred shares, respectively, each with $.01 par value. The
Senior Redeemable Preferred Stock carries a cumulative per annum dividend rate of 14.125% of its liquidation value of $1,000 per share. The dividends are payable semiannually on June 30 and December 31 of each year. The liquidation
preference of the Senior Redeemable Preferred Stock is the face amount of the Series A-1 and A-2 ($1,000 per share), plus all accrued and unpaid dividends. We were required to redeem all shares and accrued dividends outstanding on October 31,
2005. However, on April 14, 2005, Toxford Corporation, the holder of 72.6% of the Senior Redeemable Preferred Stock, extended the maturity of its instruments to October 31, 2008. Subsequently, on March 17, 2008, Toxford Corporation
further extended the maturity of its instruments to December 31, 2011. Additionally, on June 4, 2008, North Atlantic Smaller Companies Investment Trust PLC and North Atlantic Value LLP A/C B, the holder of 7.9% and 0.6%, respectively, of
the Senior Redeemable Preferred Stock, also extended the maturity of their instruments to December 31, 2011. Subject to limitations set forth below, we were scheduled to redeem 18.9% of the outstanding shares and accrued dividends outstanding
on October 31, 2005. Among the limitations with regard to the mandatory redemptions of the Senior Redeemable Public Preferred Stock is the legal availability of funds, pursuant to Maryland law. Accordingly, due to our current financial position
and the terms of the Wells Fargo Foothill agreement, we are precluded by Maryland law from making the scheduled payment. As the Senior Redeemable Preferred Stock is not due on demand, or callable, within twelve months from June 30, 2009, the
remaining 18.9% is also classified as noncurrent.



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The Senior Redeemable Preferred Stock is senior to all other present equity of the Company, including the
12% Cumulative Exchangeable Redeemable Preferred Stock. The Series A-1 ranks on a parity with the Series A-2. We have not declared dividends on our Senior Redeemable Preferred Stock since its issuance. At June 30, 2009 and December 31,
2008, cumulative undeclared, unpaid dividends relating to Senior Redeemable Preferred stock totaled $7.1 million and $6.9 million, respectively.

We accrued senior redeemable preferred stock dividends of $105,000 and $209,000 for the three and six months ended June 30, 2009, respectively, and $105,000 and $210,000 for the three and six months ended June 30, 2008,
respectively, which were reported as interest expense. Prior to the effective date of SFAS No. 150 on July 1, 2003, such dividends were charged to stockholders deficit.

12% Cumulative Exchangeable Redeemable Preferred Stock

A maximum of 6,000,000 shares of 12%
Cumulative Exchangeable Redeemable Preferred Stock (the Public Preferred Stock), par value $.01 per share, has been authorized for issuance. We initially issued 2,858,723 shares of the Public Preferred Stock pursuant to the acquisition
of the Company during fiscal year 1990. The Public Preferred Stock was recorded at fair value on the date of original issue, November 21, 1989, and we make periodic accretions under the interest method of the excess of the redemption value over
the recorded value. We adjusted our estimate of accrued accretion in the amount of $1.5 million in the second quarter of 2006. Such accretion for the three and six months ended June 30, 2009 was zero, and $136,000 and $273,000 for the three and
six months ended June 30, 2008, respectively, as the Public Preferred Stock has been fully accreted as of December 2008. We declared stock dividends totaling 736,863 shares in 1990 and 1991. Since 1991, no other dividends, in stock or cash,
have been declared. In November 1998, we retired 410,000 shares of the Public Preferred Stock. The total number of shares issued and outstanding at June 30, 2009 and December 31, 2008 was 3,185,586, respectively. The stock is now quoted as
TLSRP in the Pink Sheets.

Since 1991, we have not declared or paid any dividends on our Public Preferred Stock, based upon our
interpretation of restrictions in our Articles of Amendment and Restatement, limitations in the terms of the Public Preferred Stock instrument, specific dividend payment restrictions in the Facility entered into with Wells Fargo Foothill, to which
the Public Preferred Stock is subject, and other senior obligations, and limitations pursuant to Maryland law. Pursuant to their terms, we are scheduled, but not required, to redeem the Public Preferred Stock in five annual tranches during the
period 2005 through 2009. However, due to our substantial senior obligations, limitations set forth in the covenants in the Facility, foreseeable capital and operational requirements, restrictions and prohibitions of our Articles of Amendment and
Restatement, and provisions of Maryland law, and assuming insufficient liquidity to undertake any stock redemption (which is presently unquantifiable), we believe that the likelihood is that we will continue to be unable to meet the redemption
schedule set forth in the terms of the Public Preferred Stock. Moreover, the Public Preferred Stock is not payable on demand, nor callable, for failure to redeem the Public Preferred Stock in accordance with the redemption schedule set forth in the
instrument. Therefore, we have classified these securities as noncurrent liabilities in the consolidated balance sheets as of June 30, 2009 and December 31, 2008.

We are parties with certain of our subsidiaries to the Facility agreement with Wells Fargo Foothill, whose term expires on September 30, 2011. Under
the Facility, we agreed that, so long as any credit under the Facility is available and until full and final payment of the obligations under the Facility, we would not make any distribution or declare or pay any dividends (other than common stock)
on our stock, or purchase, acquire, or redeem any stock, or exchange any stock for indebtedness, or retire any stock.

Accordingly, as
stated above, we will continue to classify the entirety of our obligation to redeem the Public Preferred Stock as a long-term obligation. The Facility prohibits, among other things, the redemption of any stock, common or preferred, until
September 30, 2011. The Public Preferred Stock by its terms cannot be redeemed if doing so would violate the terms of an agreement regarding the borrowing of funds or the extension of credit which is binding upon us or any of our subsidiaries,
and it does not include any other provisions that would otherwise require any acceleration of the redemption of or amortization payments with respect to the Public Preferred Stock. Thus, the Public Preferred Stock is not and will not be due on
demand, nor callable, within twelve months from June 30, 2009. This classification is consistent with ARB No. 43 and SFAS No. 78, Classification of Obligations that are Callable by the Creditor.



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Paragraph 7 of Chapter 3A of ARB No. 43 defines a current liability, as follows:

The term current liabilities is used principally to designate obligations whose liquidation is reasonably expected to require the use of existing
resources properly classifiable as current assets, or the creation of other current liabilities. As a balance sheet category, the classification is intended to include obligations for items which have entered into the operating cycle, such as
payables incurred in the acquisition of materials and supplies to be used in the production of goods or in providing services to be offered for sale; collections received in advance of the delivery of goods or performance of services; and debts that
arise from operations directly related to the operating cycle, such as accruals for wages, salaries, commissions, rentals, royalties, and income and other taxes. Other liabilities whose regular and ordinary liquidation is expected to occur within a
relatively short period of time, usually twelve months, are also intended for inclusion, such as short-term debts arising from the acquisition of capital assets, serial maturities of long-term obligations, amounts required to be expended within one
year under sinking fund provisions, and agency obligations arising from the collection or acceptance of cash or other assets for the account of third persons.

Paragraph 5 of SFAS No. 78, provides the following:

The current liability classification is
also intended to include obligations that, by their terms, are due on demand or will be due on demand within one year (or operating cycle, if longer) from the balance sheet date, even though liquidation may not be expected within that period. It is
also intended to include long-term obligations that are or will be callable by the creditor either because the debtors violation of a provision of the debt agreement at the balance sheet date makes the obligation callable or because the
violation, if not cured within a specified grace period, will make the obligation callable.

If, pursuant to the terms of the
Public Preferred Stock, we do not redeem the Public Preferred Stock in accordance with the scheduled redemptions described above, the terms of the Public Preferred Stock require us to discharge our obligation to redeem the Public Preferred Stock as
soon as we are financially capable and legally permitted to do so. Therefore, by its very terms, the Public Preferred Stock is not due on demand or callable for failure to make a scheduled payment pursuant to its redemption provisions and is
properly classified as a noncurrent liability.

On any dividend payment date after November 21, 1991, we may exchange the Public
Preferred Stock, in whole or in part, for 12% Junior Subordinated Debentures that are redeemable upon terms substantially similar to the Public Preferred Stock and subordinated to all indebtedness for borrowed money and like obligations of ours.

We pay dividends on the Public Preferred Stock, when and if declared by the Board of Directors, and are required to be paid out of legally
available funds in accordance with Maryland law. The Public Preferred Stock accrues a semi-annual dividend at the annual rate of 12% ($1.20) per share, based on the liquidation preference of $10 per share and is fully cumulative. Dividends in
additional shares of the Public Preferred Stock for 1990 and 1991 were paid at the rate of 6% of a share for each $.60 of such dividends not paid in cash. For the cash dividends payable since December 1, 1995, we have accrued $67.2 million and
$65.3 million as of June 30, 2009 and December 31, 2008, respectively.

In accordance with SFAS No. 150, both the Senior
Redeemable Preferred Stock and the Public Preferred Stock have been reclassified from equity to liability. Consequently, accretion and dividends totaling $1.1 million and $2.1 million for the three and six months ended June 30, 2009,
respectively, and $1.2 million and $2.4 million for the three and six months ended June 30, 2008, respectively, were accrued and reported as interest expense in the respective periods. Prior to the effective date of SFAS No. 150 on
July 1, 2003, such dividends were charged to stockholders accumulated deficit.

The carrying value of the accrued Paid-in-Kind
(PIK) dividends on the Public Preferred Stock for the period 1992 through June 1995 was $4.0 million. Had we accrued such dividends on a cash basis for this time period, the total amount accrued would have been $15.1 million. However, as
a result of the redemption of the 410,000 shares of the Public Preferred Stock in November 1998, such amounts were reduced and adjusted to $3.5 million and $13.4 million, respectively. Our Articles of Amendment and Restatement, Section 2(a)
states, Any dividends payable with respect to the Exchangeable Preferred Stock (Public Preferred Stock) during the first six years after the Effective Date (November 20, 1989) may be paid (subject to restrictions under applicable
state law), in the sole discretion of the Board of Directors, in cash or by issuing additional fully paid and nonassessable shares of Exchangeable Preferred Stock  Accordingly, the Board had the



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discretion to pay the dividends for the referenced period in cash or by the issuance of additional shares of Public Preferred Stock. During the period in
which we stated our intent to pay PIK dividends, we stated our intention to amend our Charter to permit such payment by the issuance of additional shares of Public Preferred Stock. In consequence, as required by applicable accounting requirements,
the accrual for these dividends was recorded at the estimated fair value (as the average of the ask and bid prices) on the dividend date of the shares of Public Preferred Stock that would have been (but were not) issued. This accrual was $9.9
million lower than the accrual would be if the intent was only to pay the dividend in cash, at that date or any later date.

In May 2006,
the Board concluded that the accrual of PIK dividends for the period 1992 through June 1995 was no longer appropriate. Since 1995, we have disclosed in the footnotes to our audited financial statements the carrying value of the accrued PIK dividends
on the Public Preferred Stock for the period 1992 through June 1995 as $4.0 million, and that had we accrued cash dividends during this time period, the total amount accrued would have been $15.1 million. As stated above, such amounts were reduced
and adjusted to $3.5 million and $13.4 million, respectively, due to the redemption of 410,000 shares of the Public Preferred Stock in November 1998. On May 12, 2006, the Board voted to confirm that our intent with respect to the payment of
dividends on the Public Preferred Stock for this period changed from its previously stated intent to pay PIK dividends to that of an intent to pay cash dividends. We therefore changed the accrual from $3.5 million to $13.4 million, the result of
which was to increase our negative shareholder equity by the $9.9 million difference between those two amounts, by recording an additional $9.9 million charge to interest expense for the second quarter of 2006, resulting in a balance of $99.1
million and $97.2 million for the principal amount and all accrued dividends on the Public Preferred Stock as of June 30, 2009 and December 31, 2008, respectively. This action is considered a change in assumption that results in a change
in accounting estimate as defined in SFAS No. 154, Accounting Changes and Error Corrections which replaces APB No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial
Statements.

Note 8. Income Taxes

The income tax provision for interim periods is determined using an estimated annual effective tax rate adjusted for discrete items, if any, which are taken into account in the quarterly period in which they occur. We review and update our
estimated annual effective tax rate each quarter. For the three and six months ended June 30, 2009, our estimated annual effective tax rate was primarily impacted by the permanent item related to the noncash interest of our redeemable preferred
stock. Accordingly, we recorded approximately $1.1 million income tax expense and $352,000 income tax benefit for the three and six months ended June 30, 2009, respectively. The income tax expense totaled approximately $83,000 and $155,000 for
the three and six months ended June 30, 2008, respectively.

During the fourth quarter in 2008, in accordance with SFAS No. 109,
Accounting for Income Taxes, valuation allowances against certain deferred tax assets in the amount of $6.0 million were released, due primarily to the evidence that it is more likely than not that such deferred tax assets will be
realized.

We implemented the provisions of FIN 48 on January 1, 2007. There has been no material change to the amount of unrecognized
tax benefits reported as of June 30, 2009. We believe that the total amounts of unrecognized tax benefits will not significantly increase or decrease within the next 12 months. The period for which tax years are open, 2005 to 2008, has not been
extended beyond applicable statute of limitations.



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Note 9. Commitments and Contingencies

Financial Condition and Liquidity

As described in Note 6  Current Liabilities and Debt
Obligations, we maintain a revolving credit facility (the Facility) with Wells Fargo Foothill, Inc. (Wells Fargo Foothill). Borrowings under the Facility are collateralized by substantially all of our assets including
inventory, equipment, and accounts receivable. The amount of available borrowings fluctuates based on the underlying asset-borrowing base, in general 85% of our trade accounts receivable, as adjusted by certain reserves (as further defined in the
Facility agreement). The Facility provides us with virtually all of the liquidity we require to meet our operating, investing and financing needs. Therefore maintaining sufficient availability on the Facility is the most critical factor in our
liquidity. While a variety of factors related to sources and uses of cash, such as timeliness of accounts receivable collections, vendor credit terms, or significant collateral requirements, ultimately impact our liquidity, such factors may or may
not have a direct impact on our liquidity, based on how the transactions associated with such circumstances impact our availability under the Facility. For example, a contractual requirement to post collateral for a duration of several months,
depending on the materiality of the amount, could have an immediate negative effect on our liquidity, as such a circumstance would utilize availability on the Facility without a near-term cash inflow back to us. Likewise, the release of such
collateral could have a corresponding positive effect on our liquidity, as it would represent an addition to our availability without any corresponding near-term cash outflow. Similarly, a slow-down of payments from a customer, group of customers or
government payment office would not have an immediate and direct effect on our availability on the Facility unless the slowdown was material in amount and over an extended period of time. We discuss any significant unusual circumstances, such as the
examples described above, that could have an impact on the Facility, and therefore our liquidity.

We believe that available cash and
borrowings under the amended Facility will be sufficient to generate adequate amounts of cash to meet our needs for operating expenses, debt service requirements, and projected capital expenditures for the foreseeable future. We anticipate the
continued need for a credit facility upon terms and conditions substantially similar to the amended Facility in order to meet our long term needs for operating expenses, debt service requirements, and projected capital expenditures. Our working
capital was $17.1 million as of June 30, 2009 and $10.9 million as of December 31, 2008. Although no assurances can be given, we expect that we will be in compliance throughout the term of the amended Facility with respect to the financial
and other covenants.

Legal Proceedings

Costa Brava
Partnership III, L.P., et al. v. Telos Corporation, et al.

As previously reported, Costa Brava Partnership III, L.P. (Costa
Brava), a holder of our 12% Cumulative Exchangeable Redeemable Preferred Stock (ERPS or Public Preferred Stock), filed a lawsuit (hereinafter the Complaint) on October 17, 2005 in the Circuit Court for
the City of Baltimore in the State of Maryland (the Court) against the Company, its directors, and certain of its officers. As of June 30, 2009 and December 31, 2008, Costa Brava owns 16.4%, respectively, of the outstanding
Public Preferred Stock.

The Complaint alleged that the Company and its officers and directors had engaged in tactics to avoid paying
mandatory dividends on the Public Preferred Stock, and asserted that the Public Preferred Stock had characteristics of debt instruments even though it was issued by the Company in the form of stock. Costa Brava alleged, among other things, that
the Company and an independent committee of the Board of Directors had done nothing to improve what they claimed to be the Companys insolvency, or its ability to redeem the Public Preferred Stock and pay accrued dividends. They also
challenged the bonus payments to the Companys officers and directors, and consulting fees paid to the holder of a majority of the Companys common stock.

On December 22, 2005, the Companys Board of Directors established a special litigation committee (Special Litigation Committee) composed of independent directors to review and evaluate the
matters raised in the derivative suit filed against the Company by Costa Brava.

On January 9, 2006, the Company filed a motion to
dismiss the Complaint or, in the alternative, to stay the action until the Special Litigation Committee had sufficient time to properly investigate and respond to Costa Bravas demands. On March 30, 2006, the Court granted the motion
to dismiss in part and denied it in part, and denied the alternative request for a stay.



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On February 8, 2006, Wynnefield Small Cap Value, L.P. (Wynnefield) filed a motion to
intervene. An order was entered on May 25, 2006 by the Court, designating Wynnefield Partners as the plaintiff with Costa Brava in the lawsuit. On May 31, 2006, an Amended Complaint was filed in which Wynnefield joined as a Plaintiff.
Costa Brava and Wynnefield are hereinafter referred to as Plaintiffs.

On May 26, 2006, Plaintiffs filed a motion for a
preliminary injunction to prevent the sale or disposal of Xacta Corporation, a subsidiary of the Company, or any of its assets until the lawsuit is resolved on the merits. Subsequently, an order was issued dismissing the motion without
prejudice on October 26, 2006, and then reissued on January 26, 2007.

On August 30, 2006, Plaintiffs filed a motion for
receivership following the resignations of six of the nine members of the Board of Directors on August 16, 2006. Within a week of the resignations, three new independent board members were added and two more were added in October 2006, bringing
the total board membership to eight. Thus, the board and all board committees, including the Special Litigation Committee and the Transaction Committee, were fully reconstituted. The Plaintiffs motion for receivership was denied on
November 29, 2006. In its Memorandum Opinion denying the motion for receivership, the Court concluded that the Plaintiffs holdings in the Public Preferred Stock represented a minority equity interest, (not a fixed liability), and that
their minority equity interest did not provide a guarantee to payment of dividends or redemption of their shares. The Court further stated that it could not find that the Plaintiffs expectations were objectively reasonable, and concluded that
the Plaintiffs had not been denied any rights as defined by the proxy statement and prospectus forming the terms of the Public Preferred Stock.

On February 15, 2007, the Plaintiffs filed their second Motion for Preliminary Injunction to prevent the sale or disposal of any corporate assets outside the ordinary course of business until such time that two new Class D directors
could be elected. On April 19, 2007, the Court denied the Plaintiffs motion. Two new Class D Directors, Messrs. Seth W. Hamot and Andrew R. Siegel, were elected at the June 18, 2007 special meeting of the holders of Public Preferred
Stock.

On February 27, 2007, the Plaintiffs filed a Second Amended Complaint and added Mr. John R. C. Porter, then majority
shareholder, as a defendant. The Company filed its motion to strike/dismiss and motion for summary judgment on March 28, 2007. On June 6, 2007, the Court granted the motion to dismiss in part and denied it in part. The following counts
were dismissed: allegations of fraudulent conveyance (Count I); request for permanent and preliminary injunction related to the fraudulent conveyance allegations (Count II); and allegations of shareholder oppression against Mr. John Porter
(Count V). The following counts were not dismissed: request for appointment of a receiver (Count III); request to dissolve the corporation (Count IV); breach of fiduciary duty by directors (Count VI); and breach of fiduciary duty by officers (Count
VII).

On May 29, 2007, Telos filed a Counterclaim (Telos Counterclaim) against the Plaintiffs alleging interference with
the Companys relationship with Wells Fargo Foothill, and a related motion for a preliminary injunction. On June 4, 2007, the Court entered a consent order in which the Plaintiffs agreed to cease and desist communications with Wells Fargo
Foothill. On August 28, 2007, the Court issued a ruling granting Telos motion for a preliminary injunction.

On July 20,
2007, counsel for the Special Litigation Committee issued its final report, which found that the available evidence did not support the derivative claims, and there was no instance of bad faith, breach of fiduciary duty or self-interested action or
inaction that would make it in the Companys best interests to support the derivative claims. Further, Special Litigation Committee counsel recommended that the Company take all action necessary, appropriate and consistent with such
findings.

Thus, on August 24, 2007, the Company filed a motion to dismiss the derivative claims as recommended by the Special
Litigation Committee and its report. On January 7, 2008, the Court granted the Companys motion to dismiss the derivative claims and dismissed Counts VI and VII of the Second Amended Complaint, leaving only Counts III and IV remaining.
Accordingly, all counts against the individual defendants were dismissed. Subsequently, the Company filed a motion for Summary Judgment on February 1, 2008 to dismiss the remaining counts.

On February 12, 2008, the Plaintiffs filed a Third Amended Complaint which included all the previous counts from the Second Amended Complaint as
well as additional counts. The additional counts were as follows: breach of contract against Telos (Count VIII); preliminary and permanent injunction to prevent the Company from entering into a transaction to dispose of assets that allegedly would
unjustly enrich the officers and directors (Count IX); and a request for an accounting alleging that the Company failed to prepare financial statements as required under Maryland law (Count X). The Company filed a Motion to Dismiss or to Strike the
Third Amended Complaint or for Summary Judgment on February 19, 2008.



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On March 3, 2008, the Plaintiffs and all the Defendants to the litigation entered into a Stipulation
regarding the Third Amended Complaint. All parties stipulated that the Third Amended Complaint alleges causes of action against the Company only and not against the individual defendants. The parties stipulated that, for purposes of
appellate preservation only, the Third Amended Complaint contained allegations concerning parties who, and causes of action which, had been dismissed by prior orders of the Court. The parties further stipulated that all causes of action
asserted against the individual defendants in the Third Amended Complaint, and Counts I, II, V, VI and VII of the Third Amended Complaint, were dismissed with prejudice in accordance with the Courts prior rulings. The parties stipulated
that the Plaintiffs were not seeking reconsideration of the Courts previous rulings concerning parties or causes of action that had been dismissed.

On April 15, 2008, the Court issued an order dismissing with prejudice the remaining counts (Counts III, IV, VIII, IX, and X) of the Plaintiffs Third Amended Complaint against the Company.

On June 19, 2008, the Plaintiffs filed a Motion for Leave to Serve Discovery on Wells Fargo Foothill, Inc. in connection with the Telos
Counterclaim. The Company filed its opposition to the motion on July 8, 2008. On December 2, 2008, the Company filed a motion for voluntary dismissal of the counterclaim without prejudice, and the Plaintiffs filed their opposition to the
motion on December 19, 2008. A hearing was held on January 23, 2009 before Judge W. Michel Pierson. On the same day, Judge Pierson issued an order granting the Companys motion to dismiss the counterclaim without prejudice and denying
the Plaintiffs motion for leave to serve discovery as moot.

On February 23, 2009, the Plaintiffs filed a Notice of Appeal to
the Court of Special Appeals of Maryland.

On March 6, 2009, the Plaintiffs (now Appellants) filed the Civil Appeal Information
Report. The Appellees include the Company and the directors and officers previously named in the dismissed complaints. The Appellants listed a total of 12 issues and sub-issues for review.

On March 13, 2009, the Company filed an Information Report with the Court of Special Appeals in response to the Appellants filing. The
Companys Information Report noted, among other things, that the Appeal was filed a day late under the Maryland Rules of Civil Procedure. Subsequently, on March 16, 2009, the Company filed a Motion for Prehearing Conference for Limitation
of Issues on Appeal. This motion was filed in an effort to facilitate a cooperative process to narrow, focus and clarify the issues on appeal. On March 26, 2009, the Appellants filed their opposition to the Motion for Prehearing Conference. On
April 13, 2009, the Court of Special Appeals denied the Companys Motion for Prehearing Conference.

On April 8, 2009, the
Appellants filed a Petition for Writ of Certiorari to Court of Special Appeals with the Court of Appeals of Maryland. On June 12, 2009, the Court of Appeals of Maryland denied the Petition for Writ of Certiorari, stating that there has
been no showing that review by certiorari is desirable and in the public interest. Therefore, the appeal remains pending before the Court of Special Appeals of Maryland.

At this stage of the appeal process, it is impossible to reasonably determine the degree of probability related to Plaintiffs (Appellants)
success in any of their assertions. Although there can be no assurance as to the ultimate outcome of this appeal process, the Company and its officers and directors strenuously deny Plaintiffs claims, will continue to vigorously defend the
matter, and oppose the relief sought.

Hamot et al. v. Telos Corporation

On August 2, 2007, Messrs. Seth W. Hamot and Mr. Andrew R. Siegel, principals of Costa Brava Partnership III L.P. (Costa
Brava) and Class D Directors of Telos (Class D Directors), filed a verified complaint against the Company and a motion for a temporary restraining order in the Circuit Court for the City of Baltimore, Maryland (the
Court or Circuit Court). The complaint alleged that certain company documents and records had not been promptly provided to them as requested, and that these documents were necessary to fulfill their fiduciary duty as directors.

On August 22, 2007 the Class D Directors filed an amended verified complaint and an amended motion for temporary restraining order
alleging that the Company was denying them the ability to effectively review, examine, consider and question future regulatory filings and other important actions and undertakings of the Company.



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On August 28, 2007, the Court converted the motion for temporary restraining order into a request
for a preliminary injunction and entered a preliminary injunction stating that Telos shall promptly respond to reasonable requests by the Class D Directors for information pertinent and necessary to perform their duties as members of the Board and
shall provide the Class D Directors with information given to other directors at the same time it is provided to the other directors. In addition, the Court noted that during the pendency of the shareholder litigation, it was not inclined to permit
the Class D Directors, through the guise of their newly acquired director status, to avoid their currently binding commitments under the stipulation and protective order entered on July 7, 2006. Pursuant to the terms of that order
the Company is entitled to designate documents produced in discovery or submitted to the Court as confidential or highly confidential and to withhold from the Class D Directors information protected by the work product
doctrine or attorney-client privilege.

On September 24, 2007, the Class D Directors filed a new motion for temporary restraining
order and a second amended verified complaint in which they requested that the Court compel Telos to adhere to the Telos Amended and Restated Bylaws and alleged that provisions concerning the noticing of Board committee meetings and the
recording of Board meeting minutes had been violated and that Mr. Woods service as both CEO and Chairman of the Board was improper and impermissible under the Companys Bylaws. The Court denied the Class D Directors motion on
October 12, 2007. On the same day, the Court issued an amended preliminary injunction stating that the Class D Directors are entitled to receive written responses to requests for Board of Directors or Board committee minutes within seven
(7) days of any such requests and copies of such minutes within fifteen (15) days of any such requests, as well as written responses to all other requests for information and/or documents related to their duties as directors within seven
(7) days of such requests, and all Board of Directors appropriate information and/or documents within thirty (30) days of any such requests. The Court further stated that in all other respects, the preliminary injunction order of
August 28, 2007 shall remain in full force and effect.

On April 16, 2008, the Companys independent auditor, Reznick Group,
P.C. (Reznick), resigned. In its resignation letter addressed to the Chairman of the Audit Committee, Reznick stated that it believed that its independence had been impaired due to communications from the Class D Directors that it
perceived as threats of litigation and attempts to influence its opinion on certain accounting issues. The communications included a March 28, 2008 letter that was sent on the letterhead of Roark, Rearden & Hamot Capital Management,
LLC (RRHCM), which is the general partner of Costa Brava, and of which Seth Hamot, Class D Director, is the managing member, to Goodman & Company, L.L.P. (Goodman), which had served as the Companys independent
auditor prior to the engagement of Reznick. The letter also was blind-copied to Reznick. The letter demanded that Goodman withdraw its audit opinion for the years 2006, 2005, and 2004, and threatened further legal action against Goodman, stating
Costa Brava reserves its right to bring claims against Goodman for any damages resulting from clean audit opinions relating to past or future financial statements.

After Reznick resigned citing impairment to its independence as a result of communications from the Class D Directors, the Company filed a Counterclaim
on April 23, 2008, in an effort to prevent the Class D Directors from engaging in any further acts of misrepresentation, interference and improper influence upon the Companys independent auditors regarding, among other things, a specific
accounting treatment (from that of a non-current liability to that of a current liability) for their holdings in the Companys 12% Cumulative Exchangeable Redeemable Preferred Stock (ERPS or Public Preferred Stock). The
Counterclaim states claims against the Class D Directors for Tortious Interference with Contractual Relationship with Goodman (Count I); Tortious Interference with Contractual Relationship with Reznick (Count II); Tortious Inference with Economic or
Business Relations with Goodman (Count III); Tortious Inference with Economic or Business Relations with Reznick (Count IV); Breach of Fiduciary Duty by Hamot (Count V); and Breach of Fiduciary Duty by Siegel (Count VI).

On May 1, 2008, the Court issued an order to preserve the status quo until a hearing may be conducted. The Status Quo Order, among other
things, stated that the Class D Directors must cease, desist and refrain from any and all direct or indirect, verbal or written, contact or communication with the Companys past, current and future auditors, including without
limitation Goodman & Company, LLP, (Goodman) and Reznick Group (Reznick), acting either singly or in concert with others, and either directly with any such auditors and/or with their agents or employees.

On June 20, 2008, the Company filed its First Amended Counterclaim supplementing and updating its allegations.



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On June 27, 2008, the Court granted the Companys Motion for Preliminary Injunction against the
Class D Directors regarding their interference with the Companys relationship with its current and former auditors. The Court ordered Hamot and Siegel to:

cease, desist and refrain from any and all direct and indirect contact or communications (whether verbal, written, or otherwise) with Goodman, Reznick, or any other former, current or future auditors of Telos
Corporation, or with any agents or representatives of any such auditors, regarding the conduct herein prohibited, during the pendency of this litigation or until such time as Telos obtains audited financial statements for 2007 and files its 10-K
with the SEC.

The Court further prohibited Hamot and Siegel from:

engaging in contacts, communications or other conduct prohibited by this Order acting either singly or in concert with others, including any
entities that they control or through which they operate, including, but not limited to, Costa Brava, RRHCM and RRH [Roark, Rearden, & Hamot Capital Management, LLC and Roark, Rearden & Hamot entities, respectively]. It also
specifically prohibits any such actions or conduct undertaken through or in concert or collusion with other persons or entities, including, but not limited to, Wynnefield Partners Small Cap Value, L.P. (Wynnefield), Paul Berger or any
other ERPS holders.

The Order further states:

In this case, Telos has contractual relationships with both Reznick and Goodman, which are reflected in their engagement letters with Telos, and Hamot and Siegel had knowledge of these relationships. The record
further indicates that Hamot and Siegel intentionally interfered with these relationships, and that their interference caused the non-performance by Reznick and Goodman of the services they were engaged to perform, as well as Reznicks
termination of the engagement. Thus, Telos has raised a substantial claim for tortious interference with contract under the facts presented.

As discussed above, the record indicates that Telos is likely to demonstrate that Hamot and Siegel intentionally sought to interfere with Reznicks audit through questionable and potentially misleading communications and
barely-veiled threats of litigation, and that their interference caused Reznick to resign. Telos, therefore, has also raised claims going to the merits of its count for tortious interference with business or economic relations.

The Order also states that Telos is likely to demonstrate that their conduct was not just wrongful, but unlawful. It further states that
Telos is likely to show that Hamot and Siegel used potentially misleading communications and threats of litigation in an effort to dictate the accounting treatment that Reznick should adopt, thereby running afoul of Sarbanes-Oxley section 303
and SEC Rule 13b2-2 and providing another basis for liability for tortious interference with business or economic relations.

In
addition, the Order states:

Here, the conduct by Hamot and Siegel indicates that they put their interests ahead of the corporation they
were supposed to be serving and sought to disrupt the companys essential relationships to serve their own ends. Indeed, even after being advised at Telos April 2, 2008, board meeting that their conduct was jeopardizing the
companys relationship with its auditor, they continued to send more communications to Reznick attempting to influence its opinions.  Given the record before the Court, it appears that Telos likely will be able to demonstrate that Hamot
and Siegel breached their fiduciary duties to the Company.

Lastly, the Order states that the public interest favors Telos. It
states:

When directors with conflicted interests are allowed to interfere with [the audit] process, the publics interest in the
integrity of the process  and its interest in the integrity of the financial information that ultimately will be provided to the investing public  suffers. Moreover, it also is in the public interest to protect the operational status quo
of an ongoing viable business, which employs over 500 people and provides essential services to the United States military.

The Class D
Directors filed a Motion to Dismiss the Counterclaim on May 21, 2008 and it was denied on July 24, 2008.

On July 16, 2008,
the Class D Directors filed a Motion for Stay of Enforcement of Interlocutory Order in the Circuit Court seeking a stay of enforcement of the June 27, 2008 preliminary injunction. The Circuit Court denied the Class D Directors motion on
August 15, 2008.

On July 25, 2008, the Class D Directors filed a Notice of Appeal of the June 27, 2008 Preliminary
Injunction.

On July 30, 2008, the Class D Directors filed in the Court of Special Appeals of Maryland a motion to stay enforcement of
the June 27, 2008 preliminary injunction pending appeal of the preliminary injunction. The motion was denied without prejudice on August 5, 2008. The Class D Directors filed a renewed motion to stay the preliminary injunction in the Court
of Special Appeals on August 20, 2008 and that motion was denied on September 15, 2008.



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On October 2, 2008, the Company filed a Second Amended Counterclaim which added a Count VII,
requesting that the Court issue a declaratory judgment that the Class D Directors are not entitled to indemnification or the advancement of expenses under Maryland law.

The oral argument on the Class D Directors appeal of the June 27, 2008 preliminary injunction took place before the Court of Special Appeals on November 3, 2008. The Court of Special Appeals took the
matter under advisement.

Through a letter dated December 17, 2008, the Company informed the Court of Special Appeals that the audit
of the Companys 2007 financial statements had been completed and the Company had filed its 2007 Form 10-K with the SEC as of that date. In their response letter of December 19, 2008 to the Court of Special Appeals, the Class D Directors
reiterated their position that the controversy between the parties is capable of repetition, yet evading appellate review and further argued that, in any event, the Court should decide the issue of whether the appeal was moot only
upon a fully-briefed motion. The Company responded on December 23, 2008 that it would be amenable to additional briefing. Thus, on December 30, 2008, the Court of Special Appeals issued an order directing the parties to submit
further briefing on the issue of whether the Companys filing of its 2007 Form 10-K mooted the Class D Directors appeal of the June 27, 2008 preliminary injunction or whether the appeal remained justicable, and if so, under what theory.
The Company and the Class D Directors filed their respective Supplemental Memoranda on the mootness issue on January 14, 2009. On January 21, 2009, the Company and the Class D Directors filed their respective Supplemental Reply Memoranda
on the mootness issue. On May 6, 2009, the Court of Special Appeals dismissed the appeal of the June 27, 2008 preliminary injunction as moot.

On April 1, 2009, the Class D Directors filed a Petition for Constructive Civil Contempt with the Circuit Court for Baltimore City. The Petition alleges that the Company violated the Courts August 28,
2007 and October 12, 2007 Orders, referenced above, for failing to provide requested documents or information that the Class D Directors allege is pertinent and necessary to Plaintiffs duties as Telos directors. A
hearing was held before Judge Michel Pierson on July 8, 2009 and a ruling is pending.

At this stage of the litigation and appeal
process, it is impossible to reasonably determine the degree of probability related to the Class D Directors success in any of their assertions. Although there can be no assurance as to the ultimate outcome of these proceedings, the
Company and its officers and directors strenuously deny the Class D Directors claims, and will vigorously defend the matter, and continue to oppose the relief sought.

Other Litigation

In addition, the Company is a party to litigation arising in the ordinary course of
business. In the opinion of management, while the results of such litigation cannot be predicted with any reasonable degree of certainty, the final outcome of such known matters will not, based upon all available information, have a material adverse
effect on the Companys consolidated financial position, results of operations or cash flows.

Note 10. Related Party Transactions

Mr. John R.C. Porter, the owner of 1.4% of our Class A Common Stock, had a consulting agreement with us whereby he was compensated for
consulting services provided to us in the areas of marketing, product development, strategic planning and finance as we requested. We paid Mr. Porter $65,000 and $130,000 for the three and six months ended June 30, 2008 for his consulting
services. Effective January 1, 2009, the consulting agreement with Mr. Porter was terminated.

The brother of our Chairman and
CEO, Emmett Wood, has been an employee of the Company since 1996. The amounts paid to this individual as compensation were $70,000 and $109,000 for the three and six months ended June 30, 2009, respectively, and $38,000 and $90,000 for the
three and six months ended June 30, 2008, respectively.

As reported in Note 2  Sale of Assets, as a member of certain private
equity investors, the brother of our Chairman and CEO, Nicholas Wood, indirectly held a 2% effective ownership interest in TIMS LLC. Such ownership interest was sold in the fourth quarter of 2008.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements.
For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words believes, anticipates, plans,
expects and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the Companys actual results to differ materially from those indicated by such
forward-looking statements. These factors include, without limitation, those set forth in the risk factors section included in the Companys Form 10-K for the year ended December 31, 2008, as filed with the SEC.

General

We previously reported two operating
segments in our public filings: Managed Solutions and Xacta. Managed Solutions was primarily our traditional IT-product reselling business. Xacta comprised several business lines that together made up our security solutions brand. Beginning in late
2006, we undertook various cost reduction and reorganization strategies in order to address our poor operating results which were caused in part by an unsustainable revenue mix composed of a large proportion of IT-product reselling revenue that
contributed a smaller proportion of margin to support our operations. As a result, we decided to focus and invest more in our higher-margin business areas. In late 2007, the Managed Solutions segment was realigned under the Secure Networks business
line. While we continue to offer certain of the Managed Solutions products and services as part of our strategy of offering a broad range of IT solutions to our customers, the decision to consolidate the Managed Solutions segment with the Secure
Networks business line resulted in a change in our reportable operating segments.

Accordingly, as of January 1, 2008, we have
reflected the change in segment reporting in accordance with the criteria for segment reporting as set forth in SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, and we no longer report multiple
segments.

Our goal is to deliver superior IT solutions that meet or exceed our customers expectations. We focus on secure enterprise
solutions that address the unique requirements of the federal government, the military, and the intelligence community, as well as commercial enterprises that require secure solutions. Our IT solutions are offered within the following four business
lines:



| |  |  | Secure Networks  Secure wired and wireless network solutions for the United States Department of Defense and other federal agencies. We provide an extensive
range of wired and wireless voice, data, and video secure network solutions and services to support defense and civilian missions.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Information Assurance  Software products and consulting services to automate, streamline, and enforce IT security and risk management processes
enterprise-wide. We offer information assurance consulting services and Xacta brand GRC (governance, risk, and compliance) solutions to protect and defend IT systems, ensuring their availability, integrity, authentication, and confidentiality.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Secure Messaging  The next-generation messaging solution supporting warfighters throughout the world. Our Automated Message Handling System (AMHS) offers
secure, automated, web-based solutions for distributing and managing enterprise messages formatted for DMS (Defense Messaging System).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Identity Management  End-to-end logical and physical security from the gate to the network. Our identity management solutions provide control of physical
access to bases, offices, workstations, and other facilities, as well as control of logical access to databases, host systems, and other IT resources.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Backlog

Our total backlog was $636.4 million and $610.0 million at June 30, 2009 and 2008, respectively. Backlog was $692.9 million at December 31, 2008.

Such backlog amounts include both funded backlog (unfilled firm orders for our products for which funding has been both authorized and appropriated), and unfunded backlog (firm orders for which funding has not been
appropriated). Funded backlog as of June 30, 2009 and 2008 was $130.8 million and $85.5 million, respectively. Funded backlog was $177.7 million at December 31, 2008.

Consolidated Results of Operations (Unaudited)

The accompanying condensed consolidated financial
statements include the accounts of Telos and its subsidiaries including Ubiquity.com, Inc., Xacta Corporation and Telos Delaware, Inc., all of whose issued and outstanding share capital is owned by the Company (collectively, the Company
or We). We have also consolidated the results of operations of TIMS LLC (see Note 2  Sale of Assets) and Teloworks (see Note 3  Investment in Teloworks). All intercompany transactions have been eliminated in consolidation.

Our operating cycle involves many types of solution, product and service contracts with varying delivery schedules. Accordingly, results
of a particular quarter, or quarter-to-quarter comparisons of recorded sales and operating profits, may not be indicative of future operating results and the following comparative analysis should therefore be viewed in such context.

The principal element of the Companys operating expenses as a percentage of sales for the three and six months ended June 30, 2009 and 2008
are as follows:



|                                                         |  |                            |   |  |                          |   |  |       |   |  |       |  
|-------------------------------------------------------- |  | -------------------------- | - |  | ------------------------ | - |  | ----- | - |  | ----- | -
|                                                         |  | (unaudited)                |  
|                                                         |  | Three Months EndedJune 30, |   |  | Six Months EndedJune 30, |  
|                                                         |  | 2009                       |   |  | 2008                     |   |  | 2009  |   |  | 2008  |  
|                                                         |  |                            |   | 
|Revenue                                                  |  | 100.0                      | % |  | 100.0                    | % |  | 100.0 | % |  | 100.0 | %
|Cost of sales                                            |  | 82.4                       |   |  | 80.7                     |   |  | 83.1  |   |  | 79.0  |  
|Selling, general, and administrative expenses            |  | 11.9                       |   |  | 13.0                     |   |  | 13.8  |   |  | 13.4  |  
|                                                         |  |                            |   |  |                          |   |  |       |   |  |       |  
|                                                         |  |                            |   | 
|Operating income                                         |  | 5.7                        |   |  | 6.3                      |   |  | 3.1   |   |  | 7.6   |  
|                                                         |  |                            |   | 
|Other income                                             |  |                           |   |  | 0.2                      |   |  |      |   |  | 0.1   |  
|Interest expense                                         |  | (2.6                       | ) |  | (4.1                     | ) |  | (3.0  | ) |  | (4.1  | )
|                                                         |  |                            |   |  |                          |   |  |       |   |  |       |  
|                                                         |  |                            |   | 
|Income before income taxes                               |  | 3.1                        |   |  | 2.4                      |   |  | 0.1   |   |  | 3.6   |  
|(Provision) benefit for income taxes                     |  | (1.5                       | ) |  | (0.2                     | ) |  | 0.3   |   |  | (0.2  | )
|                                                         |  |                            |   |  |                          |   |  |       |   |  |       |  
|Net income                                               |  | 1.6                        |   |  | 2.2                      |   |  | 0.4   |   |  | 3.4   |  
|Less: Net income attributable to noncontrolling interest |  | (0.7                       | ) |  | (0.1                     | ) |  | (0.4  | ) |  | (0.2  | )
|                                                         |  |                            |   |  |                          |   |  |       |   |  |       |  
|                                                         |  |                            |   | 
|Net income (loss) attributable to Telos Corporation      |  | 0.9                        | % |  | 2.1                      | % |  |      |   |  | 3.2   | %
|                                                         |  |                            |   |  |                          |   |  |       |   |  |       |  

Three Months Ended June 30, 2009 Compared with Three Months Ended June 30, 2008

Revenue increased by 47.6% to $68.6 million for the second quarter of 2009, from $46.5 million for the same period in 2008. Such increase primarily
consists of increases of $16.4 million in sales of Secure Networks solutions, $3.6 million of Identity Management solutions, $1.1 million of Secure Messaging solutions, and $1.0 million of Information Assurance solutions. Product revenue increased
to $39.6 million for the second quarter of 2009 from $18.6 million for the same period in 2008, primarily attributable to increases in sales of $17.8 million of Secure Networks solutions and $3.9 million of Identity Management solutions, offset by
decreases in sales of $0.7 million of Secure Messaging solutions. Services revenue increased to $29.0 million for the second quarter of 2009 from $27.9 million for the same period in 2008, primarily



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attributable to increases in sales of $1.8 million of Secure Messaging solutions and $1.0 million of Information Assurance solutions, offset by decreases in
sales of $1.4 million of Secure Networks solutions and $0.3 million of Identity Management solutions. The change in product and services revenue varies from period to period as to the mix of solutions sold and the nature of such solutions, as well
as the timing of deliverables.

Cost of sales increased by 50.8% to $56.5 million for the second quarter of 2009 from $37.5 million for the
same period in 2008, primarily due to increases in revenue of $22.1 million, coupled with an increased cost of sales as a percentage of revenue of 1.7%. Cost of sales for products increased by $15.6 million, however as a percentage of product
revenue declined by 7.4%, due to increased sales of Telos manufactured products in Secure Networks solutions, offset by decreased sales of proprietary software in Secure Messaging and Information Assurance. Cost of sales for services increased by
$3.4 million, and as a percentage of services revenue increased by 8.8%, due to a $1.1 million adjustment as a result of a change in estimate of warranty liability in the first quarter of 2008, and a change in the mix of the programs and nature of
certain Telos-installed solutions in Secure Networks solutions, as well as a loss of $0.6 million on a long-term Secure Networks project. The loss is based on estimated costs to complete all deliverables on the order. The increase in cost of sales
is not necessarily indicative of a trend as the mix of solutions sold and the nature of such solutions can vary from period to period, and further can be affected by the timing of deliverables.

Gross profit increased by 34.6% to $12.1 million for the second quarter of 2009 from $9.0 million for the same period in 2008. Gross margin decreased to
17.6% in the second quarter of 2009, from 19.3% for the same period in 2008. Product gross margin increased to 19.1% from 11.7% due primarily to increased sales of Telos manufactured products as noted above. Services gross margin decreased to 15.7%
from 24.5% due primarily to a change in program mix and warranty liability adjustment as noted above.

Selling, general, and administrative
expense (SG&A) increased by 35.2% to $8.2 million for the second quarter of 2009, from $6.1 million for the same period in 2008, primarily attributable to increases of $1.0 million in litigation-related expenses net of insurance
reimbursements, $0.4 million in labor costs, $0.4 million in outside services and $0.2 million in bonus accrual.

Operating income for the
second quarter of 2009 was $3.9 million, compared to $2.9 million operating income for the same period in 2008, due primarily to the $3.1 million increase in gross profit resulting from a change in the mix of the solutions sold, resulting in an
overall decline in margin due to the nature of the program mix, offset by an increase of $2.1 million in SG&A expense as noted above.

Interest expense decreased 3.8% to $1.8 million for the second quarter of 2009, from $1.9 million for the same period in 2008, primarily due to a decrease in the accrual of accretion of the public preferred stock.

Income tax expense was $1.0 million for the second quarter of 2009, which is based on the estimated annual effective tax rate applied to the pretax
income for the quarter, adjusted for the income tax benefit previously provided, based on our expectation of pretax income for the fiscal year. Income tax expense was $83,000 for the second quarter of 2008, which represents primarily the federal
alternative minimum tax and certain state income tax liabilities.

Net income decreased 39.2% to $0.6 million for the second quarter of
2009, from $1.0 million for the same period in 2008, primarily attributable to the increase in income tax expense for the quarter as discussed above.

Six Months Ended June 30, 2009 Compared with Six Months Ended June 30, 2008

Revenue increased by 26.8% to $119.3
million for the six months ended June 30, 2009 from $94.1 million in the same period in 2008. Such increase consists of increased sales of $19.6 million in sales of Secure Networks solutions and $4.4 million in Identity Management solutions.
Product revenue increased to $63.3 million for the six months ended June 30, 2009 from $36.6 million for the same period in 2008, primarily attributable to increases in sales of $24.3 million of Secure Networks solutions, $3.9 million of
Identity Management solutions, offset by decreases in sales of $1.0 million of Secure Messaging solutions and $0.5 million of Information Assurance solutions. Services revenue decreased to $56.0 million for the same period in 2009 from $57.5 million
for the same period in 2008, primarily attributable to a decrease in sales of $4.7 million of Secure Network solutions, offset by increases in sales of $2.4 million of Secure Messaging solutions, $0.5 million of Identity Management solutions and
$0.3 million of Information Assurance solutions.



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Cost of sales increased by 33.3% to $99.1 million for the six months ended June 30, 2009 from $74.3
million for the same period in 2008, due primarily to the increase in resold product in the Secure Networks solutions as discussed above, the $0.6 million loss on a long-term Secure Networks project as discussed above, and the $1.1 million warranty
adjustment in the first quarter of 2008.

Gross profit increased 2.2% to $20.2 million for the six months ended June 30, 2009 from
$19.8 million compared to the same period in 2008. Gross margin decreased 4.1% to 16.9% for the six months ended June 30, 2009, from 21.0% in the same period in 2008. The decrease in gross margin is attributable to the decrease in sales of
higher margin proprietary software.

Selling, general, and administrative expense increased 30.3% to $16.5 million for the six months ended
June 30, 2009 from $12.6 million for the same period in 2008, primarily due increases of $1.5 million of litigation-related expenses net of insurance reimbursements, $0.9 million in labor costs, $0.7 million in outside services, and $0.3
million in audit fees.

Operating income decreased 47.8% to $3.7 million for the six months ended June 30, 2009, from $7.1 million for
the same period in 2008, due primarily to the increase in SG&A as noted above.

Interest expense decreased 5.3% to $3.6 million for the
six months ended June 30, 2009, from $3.8 million for the same period in 2008, primarily due to a decrease in the accrual of accretion of the public preferred stock.

Income tax benefit was $352,000 for the six months ended June 30, 2009, which is based on the estimated annual effective tax rate applied to the pretax loss incurred for the six month period, based on our
expectation of pretax income for the fiscal year. Provision for income taxes was $155,000 for the six months ended June 30, 2008, which represents primarily the federal alternative minimum tax and certain state income tax liabilities.

Net loss for the six months ended June 30, 2009 was $18,000, compared to net income of $3.0 million for the same period in 2008,
primarily attributable to the increase in SG&A expenses as discussed above.



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Liquidity and Capital Resources

As described in Note 6  Current Liabilities and Debt Obligations, we maintain a revolving credit facility (the Facility) with Wells Fargo Foothill, Inc. (Wells Fargo Foothill). Borrowings
under the Facility are collateralized by substantially all of our assets including inventory, equipment, and accounts receivable. The amount of available borrowings fluctuates based on the underlying asset-borrowing base, in general 85% of our trade
accounts receivable, as adjusted by certain reserves (as further defined in the Facility agreement). The Facility provides us with virtually all of the liquidity we require to meet our operating, investing and financing needs. Therefore maintaining
sufficient availability on the Facility is the most critical factor in our liquidity. While a variety of factors related to sources and uses of cash, such as timeliness of accounts receivable collections, vendor credit terms, or significant
collateral requirements, ultimately impact our liquidity, such factors may or may not have a direct impact on our liquidity, based on how the transactions associated with such circumstances impact our availability under the Facility. For example, a
contractual requirement to post collateral for a duration of several months, depending on the materiality of the amount, could have an immediate negative effect on our liquidity, as such a circumstance would utilize availability on the Facility
without a near-term cash inflow back to us. Likewise, the release of such collateral could have a corresponding positive effect on our liquidity, as it would represent an addition to our availability without any corresponding near-term cash outflow.
Similarly, a slow-down of payments from a customer, group of customers or government payment office would not have an immediate and direct effect on our availability on the Facility unless the slowdown was material in amount and over an extended
period of time. We discuss any significant unusual circumstances, such as these the examples described above, that could have an impact on the Facility, and therefore our liquidity. However, management believes that the Companys borrowing
capacity is sufficient to fund its capital and liquidity needs for the foreseeable future.

Cash used in operating activities was $4.7
million for the six months ended June 30, 2009, compared to cash provided by operating activities of $2.6 million for the same period in 2008. Cash provided by or used in operating activities is primarily driven by the Companys operating
income, the timing of receipt of customer payments, the timing of the Companys payments to vendors and employees, and the timing of inventory turnover, adjusted for certain non cash items that do not impact cash flows from operating
activities. Additionally, for the six months ended June 30, 2009, net loss was $0.1 million which included $0.3 million of income tax benefit, compared to $3.0 million net income for the six months ended June 30, 2008.

Cash used in investing activities was approximately $0.6 million for the six months ended June 30, 2009, primarily attributable to the purchase of
property and equipment, compared to cash provided in investing activities of $1.4 million for the same period in 2008, due to the maturity of $1.7 million of certain restricted investments, offset by the purchase of property and equipment.

Cash provided by financing activities for the six months ended June 30, 2009 was $5.6 million, primarily attributable to net proceeds
of $6.7 million from the Facility, offset by distribution of $0.6 million to the Class B Member of TIMS LLC. Cash used in financing activities for the six months ended June 30, 2008 was $4.0 million, primarily due to net repayments of $2.2
million of the Facility, repayment of $0.5 million of senior subordinated notes, and distribution of $0.9 million to the Class B Member of TIMS LLC.

We believe that available cash and borrowings under the amended Facility will be sufficient to meet our needs for operating expenses, debt service requirements, and projected capital expenditures for the foreseeable
future. We anticipate the continued need for a credit facility upon terms and conditions substantially similar to the Facility in order to meet our long term needs for operating expenses, debt service requirements, and projected capital
expenditures. Our working capital was $17.1 million as of June 30, 2009 and $10.9 million as of December 31, 2008. Although no assurances can be given, we expect that we will be in compliance throughout the term of the Facility with
respect to the financial and other covenants.

Additionally, our capital structure consists of subordinated notes, redeemable preferred
stock, and common stock. The capital structure is complex and requires an understanding of the terms of the instruments, certain restrictions on scheduled payments and redemptions of the various instruments, and the interrelationship of the
instruments especially as it relates to the subordination hierarchy. Therefore a thorough understanding of how our capital structure impacts our liquidity is necessary and accordingly we have disclosed the relevant information about each instrument
as follows:



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Senior Revolving Credit Facility

Effective January 31, 2008, we amended our $15 million revolving credit facility (the Facility) with Wells Fargo Foothill to increase the limit on the Facility to $20 million through March 31,
2008, and to accommodate increased operational needs. In March 2008, we renewed the Facility and amended its terms. Under the amended terms, the maturity on the Facility was extended to September 30, 2011 and the limit on the Facility was
increased to $25 million to accommodate current and projected financing needs. Borrowings under the Facility are collateralized by substantially all of our assets including inventory, equipment, and accounts receivable. The amount of available
borrowings fluctuates based on the underlying asset-borrowing base, as defined in the Facility agreement. Pursuant to the terms of the Facility, the interest rate is established as the Wells Fargo Foothill prime rate plus 1%, the Federal
Funds rate plus 1.5%, or 7%, whichever is higher. In lieu of having interest charged at the rate based on the Wells Fargo Foothill prime rate, we have the option to have interest on all or a portion of the advances on such Facility charged at a rate
of interest based on the LIBOR Rate (the greater of the LIBOR rate three business days prior to the commencement of the requested interest period or 3%), plus 4%.

Additionally, subsequent to the March 2008 renewal, Wells Fargo Foothill and the Company amended the Facility and the Company obtained waivers for various defaults of provisions under the Facility. Such defaults
included failure to provide audited annual financial statements within the required 90 day period due to the late filing of the 2007 Form 10-K, as well as various administrative defaults resulting from certain of the Companys investments and
financing arrangements.

As of June 30, 2009, the interest rate on the Facility was 7%. Pursuant to the terms of the Facility, the
interest rate was the Wells Fargo Foothill prime rate plus 1% (as of June 30, 2009 the Wells Fargo Foothill prime rate was 6%) or 5.75%, whichever was higher. We incurred interest expense in the amount of $302,000, and
$546,000 for the three and six months ended June 30, 2009, respectively, and $195,000, and $428,000 for the three and six months ended June 30, 2008, respectively, on the Facility.

The Facility has various covenants that may, among other things, affect our ability to merge with another entity, sell or transfer certain assets, pay
dividends and make other distributions beyond certain limitations. As of June 30, 2009, we were in compliance with the Facilitys financial covenants, including EBITDA covenants. Based on our current projection of EBITDA, we expect that we
will remain in compliance with our EBITDA covenants, and accordingly, the Facility is classified as a noncurrent liability as of June 30, 2009.

At June 30, 2009 and December 31, 2008, we had outstanding borrowings of $17.2 million and $12.2 million, respectively, and unused borrowing availability of $6.6 million and $3.8 million, respectively, on
the Facility. The effective weighted average interest rates on the outstanding borrowings under the Facility were 8.3% and 8.8% for the six months ended June 30, 2009 and 2008, respectively. The effective weighted average rates (including
interest and various fees paid whether capitalized or expensed pursuant to the Facility agreement and related amendments) on the outstanding borrowings under the Facility were 10.7% and 12.3% for the six months ended June 30, 2009 and 2008,
respectively.

Senior Subordinated Notes

In 1995, we issued Senior Subordinated Notes (Notes) to certain shareholders. Such Notes are classified as either Series B or Series C. The Series B Notes are secured by our property and equipment, but are subordinate to the
security interests of Wells Fargo Foothill under the Facility. The Series C Notes are unsecured. The maturity date of such Notes has been extended to December 31, 2011, with interest rates ranging from 14% to 17%, and paid quarterly on
January 1, April 1, July 1, and October 1 of each year. The Notes can be prepaid at our option; however, the Notes contain a cumulative prepayment premium of 13.5% per annum payable upon certain circumstances,
which include, but are not limited to, an initial public offering of our common stock or a significant refinancing (qualifying triggering event), to the extent that sufficient net proceeds from either of the above events are received to
pay such cumulative prepayment premium. Due to the contingent nature of the cumulative prepayment premium, any associated premium expense can only be quantified and recorded subsequent to the occurrence of such a qualifying triggering event. At
June 30, 2009 and December 31, 2008, if such a qualifying triggering event had occurred, the cumulative prepayment premium would have been approximately $21.0 million and $19.4 million, respectively.

The balances of the Series B and C Notes were $1.5 million and $2.7 million, respectively, each at June 30, 2009, and December 31, 2008. We
incurred interest expense in the amount of $0.2 million and $0.3 million for the three and six months ended June 30, 2009, respectively, and $0.2 million and $0.4 million for the three and six months ended June 30, 2008, respectively, on
the Notes.



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We repaid $0.5 million in June 2008, and $0.5 million in July of 2008, of the outstanding Series B Notes.
The prepayment penalties on the repayment of such Notes were waived by the note holders. Additionally, Wells Fargo Foothill granted a waiver and amendment to the Facility to allow the repayment of such Notes.

Redeemable Preferred Stock

We currently have two
primary classes of redeemable preferred stockSenior Redeemable Preferred Stock and Public Preferred Stock. Each class carries cumulative dividend rates of 12% to 14.125%. We accrue dividends and provide for accretion related to the redeemable
preferred stock. As of December 31, 2008, the Public Preferred Stock has been fully accreted. The total carrying amount of redeemable preferred stock, including accumulated and unpaid dividends was $109.2 million and $107.0 million at
June 30, 2009 and December 31, 2008, respectively. We recorded dividends of $1.1 million and $2.1 million for the three and six months ended June 30, 2009, respectively, and $1.2 million and $2.4 million for the three and six months
ended June 30, 2008, respectively, on the two classes of redeemable preferred stock, and such amounts have been included in interest expense.

Senior Redeemable Preferred Stock

Redemption for all shares of the Senior Redeemable Preferred Stock plus all accrued
dividends on those shares was scheduled, subject to limitations detailed below, on October 31, 2005. However, on April 14, 2005, Toxford Corporation, the holder of 72.6% of the Senior Redeemable Preferred Stock, extended the maturity of
its instruments to October 31, 2008. Subsequently, on March 17, 2008, Toxford Corporation further extended the maturity of its instruments to December 31, 2011. Additionally, on June 4, 2008, North Atlantic Smaller Companies
Investment Trust PLC and North Atlantic Value LLP A/C B, the holders of 7.9% and 0.6%, respectively, of the Senior Redeemable Preferred Stock, also extended the maturity of their instruments to December 31, 2011. Among the limitations with
regard to the scheduled redemptions of the Senior Redeemable Public Preferred Stock is the legal availability of funds, pursuant to Maryland law. Accordingly, due to our current financial position and the terms of the Facility agreement, we are
precluded by Maryland law from making the scheduled payment. As the Senior Redeemable Preferred Stock is not due on demand, or callable, within twelve months from June 30, 2009, the remaining 18.9% is also classified as noncurrent.

Public Preferred Stock

Redemption Provisions

Redemption for the Public Preferred Stock is contractually scheduled from 2005 through 2009. Since 1991, the Company has not declared or paid any
dividends on its Public Preferred Stock, based upon its interpretation of restrictions in its Articles of Amendment and Restatement, filed with the State of Maryland on January 5, 1992, as amended on April 14, 1995 (Charter),
limitations in the terms of the Public Preferred Stock instrument, specific dividend payment restrictions in the Facility entered into with Wells Fargo Foothill, and other senior obligations and limitations pursuant to Maryland law. Pursuant to
their terms, the Company is scheduled, but not required, to redeem the Public Preferred Stock in five annual tranches during the period 2005 through 2009. However, due to its substantial senior obligations, limitations set forth in the covenants in
the Facility, foreseeable capital and operational requirements, restrictions and prohibitions of its Charter, and provisions of Maryland law, and assuming sufficient liquidity to undertake any stock redemption (which is presently unquantifiable),
the Company believes that it will continue to be unable to meet the redemption schedule set forth in the terms of the Public Preferred Stock instrument. Moreover, the Public Preferred Stock is not payable on demand, nor callable, for failure to
redeem the Public Preferred Stock in accordance with the redemption schedule set forth in the instrument. Therefore, the Company has classified these securities as noncurrent liabilities in the balance sheet as of June 30, 2009 and
December 31, 2008.

We are parties with certain of our subsidiaries to the Facility agreement with Wells Fargo Foothill, whose term
expires on September 30, 2011. Under the Facility, we agreed that, so long as any credit under the Facility is available and until full and final payment of the obligations under the Facility, we would not make any distribution or declare or
pay any dividends (other than common stock) on our stock, or purchase, acquire, or redeem any stock, or exchange any stock for indebtedness, or retire any stock.



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Accordingly, as stated above, we will continue to classify the entirety of its obligation to redeem the
Public Preferred Stock as a long-term obligation. The Facility prohibits, among other things, the redemption of any stock, common or preferred, until September 30, 2011. The Public Preferred Stock by its terms cannot be redeemed if doing so
would violate the terms of an agreement regarding the borrowing of funds or the extension of credit which is binding upon us or any of our subsidiaries, and it does not include any other provisions that would otherwise require any acceleration of
the redemption of or amortization payments with respect to the Public Preferred Stock. Thus, the Public Preferred Stock is not and will not be due on demand, nor callable, within twelve months from June 30, 2009. This classification is
consistent with ARB No. 43 and SFAS No. 78, Classification of Obligations that are Callable by the Creditor.

Paragraph 7 of Chapter 3A of ARB No. 43 defines a current liability, as follows:

The term current
liabilities is used principally to designate obligations whose liquidation is reasonably expected to require the use of existing resources properly classifiable as current assets, or the creation of other current liabilities. As a balance sheet
category, the classification is intended to include obligations for items which have entered into the operating cycle, such as payables incurred in the acquisition of materials and supplies to be used in the production of goods or in providing
services to be offered for sale; collections received in advance of the delivery of goods or performance of services; and debts that arise from operations directly related to the operating cycle, such as accruals for wages, salaries, commissions,
rentals, royalties, and income and other taxes. Other liabilities whose regular and ordinary liquidation is expected to occur within a relatively short period of time, usually twelve months, are also intended for inclusion, such as short-term debts
arising from the acquisition of capital assets, serial maturities of long-term obligations, amounts required to be expended within one year under sinking fund provisions, and agency obligations arising from the collection or acceptance of cash or
other assets for the account of third persons.

Paragraph 5 of SFAS No. 78, provides the following:

The current liability classification is also intended to include obligations that, by their terms, are due on demand or will be due
on demand within one year (or operating cycle, if longer) from the balance sheet date, even though liquidation may not be expected within that period. It is also intended to include long-term obligations that are or will be callable by the creditor
either because the debtors violation of a provision of the debt agreement at the balance sheet date makes the obligation callable or because the violation, if not cured within a specified grace period, will make the obligation
callable

If, pursuant to the terms of the Public Preferred Stock, we do not redeem the Public Preferred Stock in accordance
with the scheduled redemptions described above, the terms of the Public Preferred Stock require us to discharge our obligation to redeem the Public Preferred Stock as soon as we are financially capable and legally permitted to do so. Therefore, by
its very terms, the Public Preferred Stock is not due on demand or callable for failure to make a scheduled payment pursuant to its redemption provisions and is properly classified as a noncurrent liability.

Dividend Provisions

We pay dividends on the Public
Preferred Stock, when and if declared by the Board of Directors, and are required to be paid out of legally available funds in accordance with Maryland law. The Public Preferred Stock accrues a semi-annual dividend at the annual rate of 12% ($1.20)
per share, based on the liquidation preference of $10 per share and is fully cumulative. Dividends in additional shares of the Public Preferred Stock for 1990 and 1991 were paid at the rate of 6% of a share for each $.60 of such dividends not paid
in cash. For the cash dividends payable since December 1, 1995, the Company has accrued $67.2 million and $65.3 million as of June 30, 2009 and December 31, 2008, respectively.

In accordance with SFAS No. 150, both the Senior Redeemable Preferred Stock and the Public Preferred Stock have been reclassified from equity to
liability. Consequently, accretion and dividends totaling $1.1 million and $2.1 million for the three and six months ended June 30, 2009, respectively, and $1.2 million and $2.4 million for the three and six months ended June 30, 2008,
respectively, were accrued and reported as interest expense in the respective periods. Prior to the effective date of SFAS No. 150 on July 1, 2003, such dividends were charged to stockholders accumulated deficit.



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The carrying value of the accrued Paid-in-Kind (PIK) dividends on the Public Preferred Stock
for the period 1992 through June 1995 was $4.0 million. Had we accrued such dividends on a cash basis for this time period, the total amount accrued would have been $15.1 million. However, as a result of the redemption of the 410,000 shares of the
Public Preferred Stock in November 1998, such amounts were reduced and adjusted to $3.5 million and $13.4 million, respectively. Our Articles of Amendment and Restatement, Section 2(a) states, Any dividends payable with respect to the
Exchangeable Preferred Stock (Public Preferred Stock) during the first six years after the Effective Date (November 20, 1989) may be paid (subject to restrictions under applicable state law), in the sole discretion of the Board of
Directors, in cash or by issuing additional fully paid and nonassessable shares of Exchangeable Preferred Stock  Accordingly, the Board had the discretion to pay the dividends for the referenced period in cash or by the issuance of
additional shares of Public Preferred Stock. During the period in which we stated our intent to pay PIK dividends, we stated our intention to amend our Charter to permit such payment by the issuance of additional shares of Public Preferred Stock. In
consequence, as required by applicable accounting requirements, the accrual for these dividends was recorded at the estimated fair value (as the average of the ask and bid prices) on the dividend date of the shares of Public Preferred Stock that
would have been (but were not) issued. This accrual was $9.9 million lower than the accrual would be if the intent was only to pay the dividend in cash, at that date or any later date.

In May 2006, the Board concluded that the accrual of PIK dividends for the period 1992 through June 1995 was no longer appropriate. Since 1995, we have
disclosed in the footnotes to our audited financial statements the carrying value of the accrued PIK dividends on the Public Preferred Stock for the period 1992 through June 1995 as $4.0 million, and that had we accrued cash dividends during this
time period, the total amount accrued would have been $15.1 million. As stated above, such amounts were reduced and adjusted to $3.5 million and $13.4 million, respectively, due to the redemption of 410,000 shares of the Public Preferred Stock in
November 1998. On May 12, 2006, the Board voted to confirm that our intent with respect to the payment of dividends on the Public Preferred Stock for this period changed from its previously stated intent to pay PIK dividends to that of an
intent to pay cash dividends. We therefore changed the accrual from $3.5 million to $13.4 million, the result of which was to increase our negative shareholder equity by the $9.9 million difference between those two amounts, by recording an
additional $9.9 million charge to interest expense for the second quarter of 2006, resulting in a balance of $99.1 million and $97.2 million for the principal amount and all accrued dividends on the Public Preferred Stock as of June 30, 2009
and December 31, 2008, respectively. This action is considered a change in assumption that results in a change in accounting estimate as defined in SFAS No. 154, Accounting Changes and Error Corrections which replaces APB
No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements.

Borrowing
Capacity

At June 30, 2009, we had outstanding debt and long-term obligations of $137.8 million, consisting of $17.2 million under
the Facility, $4.2 million in subordinated debt, $7.3 million in capital lease obligations and $109.1 million in redeemable preferred stock classified as liability in accordance with SFAS No. 150.

In accordance with the terms of one of our government contracts for services, we were required to provide a performance bond and a payment bond for a
system installation at a customer site. The amount of such bond is approximately $4.1 million and we were required to collateralize the entire amount of the bond. We provided such collateral on or about October 31, 2007. The terms of the bond
requirement allow for a release of a significant amount of the collateral subject to satisfactory performance. Consequently, $1.7 million, $1.7 million, and $0.6 million in collateral were released in accordance with such satisfactory performance in
May, July and November 2008, respectively. As of June 30, 2009, the remaining collateral balance is approximately $100,000, which is expected to be released in December of 2009, which is one year after anticipated satisfactory completion of the
contract.

We believe that available cash and borrowings under the amended Facility will be sufficient to generate adequate amounts of cash
to meet our needs for operating expenses, debt service requirements, and projected capital expenditures for the foreseeable future. We anticipate the continued need for a credit facility upon terms and conditions substantially similar to the amended
Facility in order to meet our long-term needs for operating expenses, debt service requirements, and projected capital expenditures. Although no assurances can be given, we expect that we will be in compliance throughout the term of the amended
Facility with respect to the financial and other covenants.



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Recent Accounting Pronouncements

See Note 1 of the Condensed Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.

Critical Accounting Policies

There have been no changes to our critical accounting policies as disclosed in our Annual
Report on Form 10-K for the year ended December 31, 2008 as filed with the SEC on April 15, 2009.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

We are exposed to interest rate volatility with regard to our variable rate debt obligations under the Facility. Interest on the Facility is charged at 1% over the Wells Fargo prime rate (as of June 30, 2009 the Wells Fargo
prime rate was 6%), or 5.75%, whichever is higher. The effective weighted average interest rates on the outstanding borrowings under the Facility were 8.3% and 8.8% for the six months ended June 30, 2009 and 2008, respectively. The
Facility had an outstanding balance of $17.2 million at June 30, 2009.

Our restricted investments are reported at fair value, in
accordance with SFAS No. 115. The restricted investments consist of one treasury bill with fixed interest rate of .020% due in September 2009. The balance at June 30, 2009 was pledged as collateral on a performance bond and payment bond
for one of our government contracts for services.



|Item 4T. | Controls and Procedures
|-------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

We have established controls and procedures to ensure that material information relating to the Company is made known to the
officers who certify the financial statements and to other members of senior management and to the audit committee and board of directors. As of June 30, 2009, an evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that information required to be disclosed by the Company in the reports the
Company files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

There
has been no change in our internal control over financial reporting during the quarter ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART IIOTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Information regarding legal
proceedings may be found in Note 9  Commitments and Contingencies to the Condensed Consolidated Financial Statements.



|Item 1A. | Risk Factors
|-------- | ------------

There were no material changes in the
second quarter of 2009 in our risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008.



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|Item 3. | Defaults upon Senior Securities
|------- | -------------------------------

Senior Redeemable Preferred
Stock

We have not declared dividends on our Senior Redeemable Preferred Stock, Series A-1 and A-2, since issuance. At June 30,
2009, total undeclared unpaid dividends accrued for financial reporting purposes are $7.1 million for the Series A-1 and A-2 Preferred Stock. We were required to redeem all shares and accrued dividends outstanding on October 31, 2005. However,
on April 14, 2005, Toxford Corporation, the holder of 72.6% of the Senior Redeemable Preferred Stock, extended the maturity of its instruments to October 31, 2008. Subsequently, on March 17, 2008, Toxford Corporation further extended
the maturity of its instruments to December 31, 2011. Additionally, on June 4, 2008, North Atlantic Smaller Companies Investment Trust PLC and North Atlantic Value LLP A/C B, the holder of 7.9% and 0.6%, respectively, of the Senior
Redeemable Preferred Stock, also extended the maturity of their instruments to December 31, 2011. Subject to limitations set forth below, we were scheduled to redeem 18.9% of the outstanding shares and accrued dividends outstanding on
October 31, 2005. Among the limitations with regard to the mandatory redemptions of the Senior Redeemable Public Preferred Stock is the legal availability of funds, pursuant to Maryland law. Accordingly, due to our current financial position
and the terms of the Wells Fargo Foothill agreement, it is precluded by Maryland law from making the scheduled payment.

12% Cumulative Exchangeable
Redeemable Preferred Stock

Through November 21, 1995, we had the option to pay dividends in additional shares of Preferred Stock
in lieu of cash (provided there were no restrictions on payment as further discussed below). As more fully explained in the next paragraph, dividends are payable by us, provided that we have legally available funds under Maryland law (as discussed
above) and are able to pay dividends under its charter and other senior financing documents, when and if declared by the Board of Directors, commencing June 1, 1990, and on each six month anniversary thereof. Dividends in additional shares of
the Preferred Stock for 1990 and 1991 were paid at the rate of 6% of a share for each $.60 of such dividends not paid in cash. Dividends for the years 1992 through 1994, and for the dividend payable June 1, 1995, were accrued under the
assumption that such dividends would be paid in additional shares of preferred stock and were valued at $4.0 million. Had we accrued these dividends on a cash basis, the total amount accrued would have been $15.1 million. However, as a result of the
redemption of the 410,000 shares of the Public Preferred Stock in November 1998, such amounts were reduced and adjusted to $3.5 million and $13.4 million, respectively. As more fully disclosed in Note 7  Redeemable Preferred Stock, in the
second quarter of 2006, we accrued an additional $9.9 million in interest expense to reflect our intent to pay cash dividends in lieu of stock dividends, for the years 1992 through 1994, and for the dividend payable June 1, 1995. We have
accrued $67.2 million in cash dividends as of June 30, 2009 and $65.3 million as of December 31, 2008.

Since 1991, we have not
declared or paid any dividends on its Public Preferred Stock, based upon our interpretation of restrictions in our Articles of Amendment and Restatement, limitations in the terms of the Public Preferred Stock instrument, specific dividend payment
restrictions in the Facility entered into with Wells Fargo Foothill, to which the Public Preferred Stock is subject, and other senior obligations, and limitations pursuant to Maryland law (as discussed above). Pursuant to their terms, we are
scheduled, but not required, to redeem the Public Preferred Stock in five annual tranches during the period 2005 through 2009. However, due to our substantial senior obligations, limitations set forth in the covenants in the Facility, foreseeable
capital and operational requirements, restrictions and prohibitions of its Articles of Amendment and Restatement, and provisions of Maryland law (as discussed above), we did not make the first four scheduled redemption payments, and assuming
insufficient liquidity to undertake any stock redemption (which is presently unquantifiable), we believe that we will not be able to make the remaining scheduled redemption payment as set forth in the terms of the Public Preferred Stock.
Accordingly, the Public Preferred Stock is not payable on demand, nor callable, for failure to redeem the Public Preferred Stock in accordance with the redemption schedule set forth in the instrument. We have therefore classified these securities as
noncurrent liabilities on the presented balance sheet as of June 30, 2009 and December 31, 2008.



|Item 5. | Other Information
|------- | -----------------

Annual Meeting of Shareholders

The Companys annual meeting of shareholders is scheduled for November 16, 2009, 12:00 p.m., at the corporate headquarters in
Ashburn, Virginia. The record date for determining stockholders entitled to notice of and to vote at the annual meeting of shareholders is September 28, 2009. In order to be considered for the 2009 annual meeting of shareholders and included in
the Companys proxy materials, shareholders must submit proposals and nominations between August 18, 2009 and September 17, 2009 and comply with the requirements set forth in the Companys bylaws.



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|Item 6. | Exhibits
|------- | --------



|               |  |                                                                                                                                                                                                                                           
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                    
|3.1            |  | Articles of Amendment and Restatement of C3, Inc. (Incorporated by reference to the Companys Registration Statement No. 2-84171 filed June 2, 1983)                                                                                      
|               | 
|3.2            |  | Articles of Amendment of C3, Inc. dated August 31, 1981 (Incorporated by reference to the Companys Registration Statement No. 2-84171 filed June 2, 1983)                                                                                
|               | 
|3.3            |  | Articles supplementary of C3, Inc. dated May 31, 1984 (Incorporated by reference to the Companys Form 10-K report for the fiscal year ended March 31, 1987)                                                                              
|               | 
|3.4            |  | Articles of Amendment of C3, Inc. dated August 18, 1988 (Incorporated by reference to the Companys Form 10-K report for the fiscal year ended March 31, 1989)                                                                            
|               | 
|3.5            |  | Articles of Amendment and Restatement Supplementary to the Articles of Incorporation dated August 3, 1990. (Incorporated by reference to C3, Inc. 10-Q for the quarter ended June 30, 1990)                                               
|               | 
|3.6            |  | Articles of Amendment and Restatement of the Company, dated January 14, 1992. (Incorporated by reference to Exhibit 4 to the Companys Form 8-K filed on January 29,
1992)                                                                
|               | 
|3.7            |  | Articles of Amendment of C3, Inc. dated April 13, 1995 (Incorporated by reference to Exhibit 3.7 filed with the Companys Form 10-K report for the year ended December 31,
1995)                                                          
|               | 
|3.8            |  | Amended and Restated Bylaws of the Company, as amended on October 3, 2007. (Incorporated by reference to Exhibit 3.1 to the Companys Form 8-K filed on October 5, 2007)                                                                  
|               | 
|4.1            |  | Form of Indenture between the Registrant and Bankers Trust Company, as Trustee, relating to the 12% Junior Subordinated Debentures Due 2009. (Incorporated by reference to C3s
Registration Statement on Form S-4 filed October 20, 1989)
|               | 
|4.2            |  | Form of the terms of the 12% Cumulative Exchangeable Redeemable Preferred Stock of the Registrant (Incorporated by reference to C3s Registration Statement on Form S-4 filed October 20,
1989)                                           
|               | 
|31.1*          |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                        
|               | 
|31.2*          |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                        
|               | 
|32*            |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                    



|* | filed herewith
|- | --------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                      |  |                        
|--------------------- |  | -----------------------
|Date: August 14, 2009 |  | TELOS CORPORATION      
|                      | 
|                      |  | /s/ John B. Wood       
|                      |  | John B. Wood           
|                      |  | Chief Executive Officer
|                      | 
|                      |  | /s/ Michele Nakazawa   
|                      |  | Michele Nakazawa       
|                      |  | Chief Financial Officer



38