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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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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: March 31, 2003



 ̈Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934



Commission file number: 1-8443



TELOS CORPORATION

(Exact name of registrant as specified in its charter)





|Maryland                 |  | 52-0880974                          
|------------------------ |  | ------------------------------------
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



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



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Registrants Telephone Number,

including area code: (703) 724-3800



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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



As of December 31, 2002, the registrant had 21,171,202 shares of Class A Common Stock, no par value, and 4,037,628 shares
of Class B Common Stock, no par value; and 3,185,586 shares of 12% Cumulative Exchangeable Redeemable Preferred Stock par value $.01 per share, outstanding.



No public market exists for the registrants Common Stock.



Number of pages in this report (excluding exhibits): 27

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##### Table of Contents



TELOS
CORPORATION AND SUBSIDIARIES



INDEX



PART I. FINANCIAL
INFORMATION



|           |  |                                                                                                                |  | Page 
|---------- |  | -------------------------------------------------------------------------------------------------------------- |  | -----
|          
|Item 1.    |  | Financial Statements:                                                                                          |  |      
|          
|           |  | Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2002 (unaudited) |  | 3    
|          
|           |  | Condensed Consolidated Balance Sheets as of March 31, 2003 (unaudited) and December 31, 2002                   |  | 4-5  
|          
|           |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 (unaudited) |  | 6    
|          
|           |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                               |  | 7-15 
|          
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                          |  | 16-22
|          
|Item 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                                     |  | 23   
|          
|Item 4.    |  | Controls and Procedures                                                                                        |  | 23   
|          
|           |  | PART II. OTHER INFORMATION.                                                                                    |  |      
|          
|Item 1.    |  | Legal Proceedings                                                                                              |  | 24   
|          
|Item 3.    |  | Defaults upon Senior Securities                                                                                |  | 24   
|          
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                               |  | 24   
|          
|SIGNATURES |  | 25-27                                                                                                         



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##### Table of Contents

PART IFINANCIAL INFORMATION



TELOS CORPORATION AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(amounts in thousands)







|                                                      |  | Three Months Ended March 31, |       
|----------------------------------------------------- |  | ---------------------------- | ------
|                                                      |  | 2003                         |       
|Sales                                                 |  |                              |       
|Products                                              |  | $                            | 12,659
|Xacta                                                 |  |                              | 4,164 
|                                                      |  |                              |       
|                                                      |  |                              | 16,823
|Costs and expenses                                    |  |                              |       
|Cost of sales                                         |  |                              | 13,751
|Selling, general and administrative expenses          |  |                              | 4,081 
|                                                      |  |                              |       
|Operating loss from continuing operations             |  |                              | (1,009
|Other income (expenses)                               |  |                              |       
|Gain on sale of 50% interest in TelosOK LLC           |  |                              | 10,127
|Other income                                          |  |                              | 8     
|Interest expense                                      |  |                              | (626  
|                                                      |  |                              |       
|Income (loss) before taxes from continuing operations |  |                              | 8,500 
|Income tax (provision) benefit                        |  |                              | (3,200
|                                                      |  |                              |       
|(Loss) income from continuing operations              |  |                              | 5,300 
|Discontinued operations:                              |  |                              |       
|Loss from discontinued operations (net of tax)        |  |                              |      
|                                                      |  |                              |       
|Net income                                            |  | $                            | 5,300 
|                                                      |  |                              |       



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



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##### Table of Contents



TELOS
CORPORATION AND SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(amounts in thousands)



|ASSETS                                                                                              |  | March 31, 2003 |        | December 31, 2002
|--------------------------------------------------------------------------------------------------- |  | -------------- | ------ | -----------------
|Current assets                                                                                      |  |                |        |                  
|Cash and cash equivalents (includes restricted cash of $54 at March 31, 2003 and
December 31, 2002) |  | $              | 63     |                  
|Accounts receivable, net                                                                            |  |                | 14,882 |                  
|Inventories, net                                                                                    |  |                | 2,117  |                  
|Deferred income taxes, current                                                                      |  |                | 2,524  |                  
|Other current assets                                                                                |  |                | 786    |                  
|Net assets of discontinued operations                                                               |  |                |       |                  
|                                                                                                    |  |                |        |                  
|Total current assets                                                                                |  |                | 20,372 |                  
|                                                                                                   
|Property and equipment, net of accumulated depreciation of $11,631 and $11,285,
respectively        |  |                | 10,007 |                  
|Deferred income taxes, long term                                                                    |  |                | 5,753  |                  
|Other assets                                                                                        |  |                | 1,957  |                  
|                                                                                                    |  |                |        |                  
|Total assets                                                                                        |  | $              | 38,089 |                  
|                                                                                                    |  |                |        |                  



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

(Unaudited)

(amounts in thousands)



|LIABILITIES AND STOCKHOLDERS DEFICIT       |  | March 31, 2003 |         |   | December 31, 2002 |  
|------------------------------------------- |  | -------------- | ------- | - | ----------------- | -
|Current liabilities                         |  |                |         |   |                   |  
|Accounts payable                            |  | $              | 8,745   |   |                   | $
|Other current liabilities                   |  |                | 1,590   |   |                   |  
|Deferred revenue                            |  |                | 7,965   |   |                   |  
|Capital lease obligations  short term      |  |                | 418     |   |                   |  
|Accrued compensation and benefits           |  |                | 4,229   |   |                   |  
|                                            |  |                |         |   |                   |  
|Total current liabilities                   |  |                | 22,947  |   |                   |  
|Senior credit facility                      |  |                | 1,557   |   |                   |  
|Senior subordinated notes                   |  |                | 5,179   |   |                   |  
|Capital lease obligations                   |  |                | 10,590  |   |                   |  
|                                            |  |                |         |   |                   |  
|Total liabilities                           |  |                | 40,273  |   |                   |  
|Redeemable preferred stock                  |  |                |         |   |                   |  
|Senior redeemable preferred stock           |  |                | 7,431   |   |                   |  
|Redeemable preferred stock                  |  |                | 54,066  |   |                   |  
|                                            |  |                |         |   |                   |  
|Total preferred stock                       |  |                | 61,497  |   |                   |  
|Stockholders deficit                       |  |                |         |   |                   |  
|Common stock                                |  |                | 78      |   |                   |  
|Capital in excess of par                    |  |                |        |   |                   |  
|Retained deficit                            |  |                | (63,759 | ) |                   |  
|                                            |  |                |         |   |                   |  
|Total stockholders deficit                 |  |                | (63,681 | ) |                   |  
|                                            |  |                |         |   |                   |  
|Total liabilities and stockholders deficit |  | $              | 38,089  |   |                   | $
|                                            |  |                |         |   |                   |  



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





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TELOS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(amounts in thousands)



|                                                                                      |  | Three MonthsEnded March 31, |        
|------------------------------------------------------------------------------------- |  | --------------------------- | -------
|                                                                                      |  | 2003                        |        
|                                                                                     
|Operating activities:                                                                 |  |                             |        
|Net income (loss)                                                                     |  | $                           | 5,300  
|Adjustments to reconcile net loss to cash (used in) provided by operating
activities: |  |                             |        
|Gain from sale of TelosOK LLC                                                         |  |                             | (10,127
|Depreciation and amortization                                                         |  |                             | 412    
|Other noncash items                                                                   |  |                             | 54     
|Changes in assets and liabilities                                                     |  |                             | 4,392  
|                                                                                      |  |                             |        
|Cash provided by (used in) continuing operating activities                            |  |                             | 31     
|Cash used in discontinued operating activities                                        |  |                             |       
|                                                                                      |  |                             |        
|Cash provided by (used in) operating activities                                       |  |                             | 31     
|                                                                                      |  |                             |        
|                                                                                     
|Investing activities:                                                                 |  |                             |        
|Net proceeds from sale of TelosOK LLC                                                 |  |                             | 4,000  
|Purchase of property and equipment                                                    |  |                             | (26    
|                                                                                      |  |                             |        
|Cash provided by (used in) investing activities                                       |  |                             | 3,974  
|                                                                                      |  |                             |        
|                                                                                     
|Financing activities:                                                                 |  |                             |        
|Repayment of borrowings under senior credit facility                                  |  |                             | (5,061 
|Increase in book overdrafts                                                           |  |                             | 808    
|Payments under capital leases                                                         |  |                             | (47    
|                                                                                      |  |                             |        
|Cash (used in) provided by financing activities                                       |  |                             | (4,300 
|                                                                                      |  |                             |        
|(Decrease) increase in cash and cash equivalents                                      |  |                             | (295   
|Cash and cash equivalents at beginning of period                                      |  |                             | 358    
|                                                                                      |  |                             |        
|Cash and cash equivalents at end of period                                            |  | $                           | 63     
|                                                                                      |  |                             |        



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



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TELOS CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)





Note
1.    General



The
accompanying condensed consolidated financial statements are unaudited and include the accounts of Telos Corporation (Telos) and its wholly owned subsidiaries ubIQuity.com, Inc., Xacta Corporation, Telos.com, Inc., and Telos Delaware,
Inc. (collectively, the Company). Significant intercompany transactions have been eliminated.



In the opinion of the Company, the accompanying financial statements reflect all adjustments and reclassifications (which include only
normal recurring adjustments) necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America. Interim results are not necessarily indicative of fiscal year performance for a variety
of reasons including the impact of seasonal and short-term variations. The Company has continued to follow the accounting policies (including its critical accounting policies) set forth in the consolidated financial statements included in its 2002
Annual Report on Form 10-K filed with the Securities and Exchange Commission. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys annual report on Form
10-K for the fiscal year ended December 31, 2002.



New
Accounting Pronouncements



In June 2001, the
Financial Accounting Standards Board (FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations (SFAS No. 143). The standard requires that legal obligations associated with the retirement of tangible
long-lived assets be recorded at fair value when incurred. The Company adopted SFAS No. 143 effective January 1, 2003. The adoption of such pronouncement did not have a material impact on the Companys results of operations or financial
position.



In July 2002, FASB issued SFAS No. 146
(SFAS 146) Accounting for Costs Associated with Exit or Disposal Activities. Such standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment
to an exit or disposal plan. SFAS 146 replaces EITF Issue. No. 94-3, Liability recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 is
to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The adoption of such pronouncement did not have a material impact on the Companys results of operations or financial position.



In November 2002, the FASB issued Interpretation No. 45 (FIN
45), Guarantors Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others. The interpretation requires disclosure about the nature and terms of obligations under certain
guarantees that the Company has issued. The interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing a guarantee. The initial
recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The adoption of such pronouncement did not have a material impact on the Companys results of
operations or financial position.



In December
2002, FASB issued Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation and Disclosure - an amendment of FASB Statement No. 123 (FAS 148). This statement amends FASB Statement No. 123,
Accounting for Stock-Based Compensation, to provide alternative transition methods for a voluntary change to fair value accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of
FAS 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company has not adopted
fair value accounting for stock-based employee compensation.



In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51. FIN 46 requires certain variable interest entities to be
consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The adoption of such pronouncement did not have a material impact on the Companys results of operations or financial position.



Certain reclassifications have been made to the
prior years financial statements to conform to the classifications used in the current period.



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TELOS CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)





Note
2.    Investment in Enterworks



As of March 31, 2003, the Company owns 17,153,059 common stock shares of Enterworks, Inc. (Enterworks) and holds warrants to purchase 4,499,997 underlying common stock shares which equates to a fully diluted ownership
percentage of 21.5%. The Company accounts for its investment in Enterworks under the equity method of accounting as prescribed by APB 18. Under this method, and in accordance with EITF 98-13 Accounting by an Equity Method Investor for Investee
Losses when the Investor has Loans to and Investments in Other Securities of the Investee, the Company reduced the carrying amounts of the Notes to $-0- during 2001as the Companys share of the Enterworks losses exceeded the carrying
value of the Notes. As of March 31, 2003 and December 31, 2002, the carrying amount of all Enterworks Notes is $-0-.



The following table is a listing of the Enterworks Senior Demand Notes received by the Company during 2002. Such Notes were received for
rent and professional services performed by the Company pursuant to a services agreement. The carrying value of these notes were written down to zero upon receipt of the note.



|Issuance Date        |  | Amount |           | Maturity Date
|-------------------- |  | ------ | --------- | -------------
|April 30, 2002       |  | $      | 305,945   |              
|June 5, 2002         |  |        | 92,588    |              
|June 26, 2002        |  |        | 64,006    |              
|July 16, 2002        |  |        | 37,461    |              
|December 16, 2002    |  |        | 100,000   |              
|December 18, 2002    |  |        | 250,000   |              
|December 31, 2002    |  |        | 250,000   |              
|                     |  |        |           |              
|Total Notes for 2002 |  | $      | 1,100,000 |              
|                     |  |        |           |              



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TELOS CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)





All of the
Enterworks notes issued to the Company in 2002 include a provision for repayment of four times principal and accrued interest in the event that Enterworks liquidates, enters into dissolution or seeks the protection of bankruptcy.



The Company recognized a reserve during December 2002 in the
amount of $397,000 for the future funding commitments with Enterworks. The balance of such reserve was $240,000 as of March 31, 2003.



Note 3.    Debt Obligations



Senior Revolving Credit Facility



The Company entered into a $22.5 million Senior Credit Facility (Facility) with a financial institution on October 21, 2002
(closing date) that matures on October 21, 2005. Borrowings under the Facility are collateralized by substantially all of the Companys assets including accounts receivable, equipment and inventory. The amount of available
borrowings fluctuates based on the underlying asset-borrowing base, as defined in the Facility agreement. Unused availability on the facility was $2.9 million at March 31, 2003. Interest on the Facility is charged at 1.25%, subject to certain
adjustments, over the banks base rate, which was 5.75% upon initial funding. The Company paid an origination fee of $225,000 upon entering the agreement.



The Facility has various covenants that may, among other things, restrict the ability of the Company to merge with another entity, sell or
transfer certain assets, pay dividends and make other distributions beyond certain limitations. The Facility also requires the Company to meet certain financial covenants, including tangible net worth and operating earnings. Financial covenants were
amended and restated with Amendment 1 to the Facility received in March 2003. Such covenants were amended and restated to more accurately reflect future performance based on recent projections. At March 31, 2003 the Company is in compliance with all
covenants contained in the Facility.



Senior
Subordinated Notes



In 1995 the Company
issued Senior Subordinated Notes (Notes) to certain shareholders. The Notes are classified as either Series B or Series C. The Series B Notes are collaterlized by the fixed assets of the Company. The Series C Notes are unsecured. The
maturity date of the Notes is October 31, 2004 with interest rates ranging from 14% to 17%. Interest on the Notes is paid quarterly on January 1, April 1, July 1, and October 1 of each year. The Notes can be prepaid at the Companys option. The
Notes have a cumulative payment premium of 13.5% per annum payable only upon certain circumstances, which include, but are not limited to, an initial public offering of the Companys common stock or a significant refinancing, to the extent that
net proceeds from either of the above events are received and are sufficient to pay the premium. Due to the contingent nature of the Note premium payment, the associated premium expense will only be recorded subsequent to the occurrence of a
triggering event. At March 31, 2003, the prepayment premium that would be due upon a triggering event is approximately $13.4 million.





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TELOS CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)





The
Company retired $3 million of the Notes in October 2002 upon funding from the Facility for which the noteholders waived the prepayment penalty on such Notes.



The balances of the Series B Notes were $2.5 million and $5.5 million, respectively at March 31, 2003 and 2002. The balances of the Series
C Notes were $2.6 million at March 31, 2003 and 2002.



The following are maturities of obligations presented by year:



|                         |  | Year |  | Obligation Due
|------------------------ |  | ---- |  | --------------
|Senior Credit Facility   |  | 2003 |  |              
|Senior Subordinated Debt |  | 2003 |  |              
|Senior Credit Facility   |  | 2004 |  |              
|Senior Subordinated Debt |  | 2004 |  | 5,179,000     
|Senior Credit Facility   |  | 2005 |  | 1,557,0001    
|Senior Subordinated Debt |  | 2005 |  |              

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|1 |  | Balance due represents balance as of March 31, 2003, however, the Senior Credit Facility is a revolving credit facility with fluctuating balances based on working
capital requirements of the Company.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Note
4.    Redeemable Preferred Stock



Senior Redeemable Preferred Stock



The components of the senior redeemable preferred stock are Series A-1 and Series A-2, each with $.01 par value and 1,250 and 1,750 shares authorized, issued and outstanding, respectively. The Series A-1 and Series A-2 carry a
cumulative per annum dividend rate of 14.125% of their liquidation value of $1,000 per share. The dividends are payable semi-annually on June 30 and December 31 of each year. The liquidation preference of the senior preferred stock is the face
amount of the Series A-1 and A-2 ($1,000 per share), plus all accrued and unpaid dividends. The Company is required to redeem all shares and accrued dividends outstanding on October 31, 2004. On or before August 15, 2004, and to the extent the
redemption date of the Senior Preferred Stock has not been extended to a date later than October 31, 2005, Senior Preferred Stockholders agree to extend the redemption date to a date no earlier than October 31, 2005. Mandatory redemptions are
required from excess cash flows, as defined in the stock agreements. The Series A-1 and A-2 Preferred Stock is senior to all other present and future equity of the Company. The Series A-1 is senior to the Series A-2. The Company has not declared
dividends on its senior redeemable preferred stock since its issuance. At March 31, 2003 and December 31, 2002 cumulative undeclared, unpaid dividends relating to Series A-1 and A-2 redeemable preferred stock totaled $4,432,000 and $4,327,000
respectively. During the first quarter of 2003 the Company recorded senior redeemable preferred stock dividends of $105,000.





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TELOS CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)





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. The Company 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 the Company is making periodic
accretions under the interest method of the excess of the redemption value over the recorded value. Accretion for the quarters ended March 31, 2003 and 2002 was $506,000 and $461,000 respectively. The Company declared stock dividends totaling
736,863 shares in 1990 and 1991. No other dividends, in stock or cash, have been declared since 1991. In November 1998, the Company retired 410,000 shares of the Public Preferred Stock held by certain shareholders.



The Public Preferred Stock has a 20 year maturity, however,
the Company must redeem, out of funds legally available, 20% of the Public Preferred Stock on the 16th, 17th, 18th and 19th anniversaries of November 12, 1989, leaving 20% to be redeemed at maturity. On any dividend payment date after November 21,
1991, the Company 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 the Company.



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. Through November 21, 1995, the Company had the
option to pay dividends in additional shares of Preferred Stock in lieu of cash.



Dividends in additional shares of the Preferred Stock were paid at the rate of 6% of a share for each $.60 of such dividends not paid in cash. Dividends are payable by the Company, provided the Company
has legally available funds under Maryland law, when and if declared by the Board of Directors, commencing June 1, 1990, and on each six month anniversary thereof. For the years 1992 through 1994 and for the dividend payable June 1, 1995, the
Company has accrued undeclared dividends in additional shares of preferred stock. These accrued dividends are valued at $3,950,000. Had the Company accrued these dividends on a cash basis, the total amount accrued would have been $15,101,000. For
the cash dividends payable since December 1, 1995, the Company has accrued $30,145,000 as of March 31, 2003. During 2002 the Company recorded cumulative exchangeable redeemable preferred stock dividends of $3.8 million.



The Company has not declared or paid dividends on its Public
Preferred Stock since 1991, based upon the Companys interpretation of charter provisions pertaining to restrictions upon payment of dividends, similar dividend payment restrictions contained in its Senior Credit Facility, and limitations
pursuant to Maryland law.





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TELOS CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)





Note
5.    Reportable Business Segments



At March 31, 2003, the Company has two continuing reportable segments, Products and Xacta. A third reportable segment, Systems and Support Services, a wholly owned subsidiary, Telos Corporation (California) (TCC), was
sold on July 19, 2002 (See Note 6  Sale of Telos Corporation (California)) and is being treated as a discontinued operation according to SFAS 144. The information for 2002 has been reclassified from the prior years presentation in order
to conform to the 2003 presentation.



The
Products Group:    delivers solutions that combine information technology products and services to solve customer problems. Customers of the Products Group include agencies of the U.S. Government such as: military
services, Defense Agencies, Treasury Department, U.S. Courts and others. Solutions from the Products Group consist of a combination of commercial-off-the-shelf (COTS) products from major original equipment manufacturers
(OEMs), Telos proprietary products, Telos and subcontractor services and Telos proprietary practices. For example, the Products Group sells secure wireless networking and secure messaging solutions. Telos secure wireless networking
solutions allow customers to securely access databases from non-networked locations so that they can perform a variety of tasks safely. Telos secure messaging solution is known as the Automated Message Handling System (AMHS) and is
a standard within the Department of Defense. The AMHS allows users to securely access, send, search, and profile message traffic. Significant U.S. Government procurement vehicles for customers of the Products Group include: Infrastructure Solutions
 1 (government-wide); GSA schedule (government-wide); Data Communications Network Equipment/Software (US Courts); and Treasury Distributed Processing Infrastructure (Treasury).



In addition to the above, the Products Group is a value added
reseller for Xactas information security products into the U.S. Government.



Xacta:    develops enterprise risk management solutions to help organizations proactively manage and monitor the security of their network environments in accordance
with internationally recognized industry and security standards. Xacta currently provides its solutions to agencies of the U.S. Government as well as credit unions.



Xacta has developed and is selling two products: Xacta Web C&A and Xacta Commerce Trust. Xacta Web
C&A automates the rigorous and time-consuming process of security certification and accreditation. Xacta Web C&A simplifies certification and accreditation by guiding users through a step-by-step process which determines the customers
information security posture and assesses system and network configuration compliance with applicable regulations, standards, and industry best practices and processes. With Xacta Commerce Trust, organizations are able to perform holistic security
risk management on a continuous basis in accordance with internationally recognized industry standards and best practices.



Systems and Support Services Group:    provides post-deployment and post-production software and systems
development and support services including technology insertion, systems redesign and software re-engineering. The Groups largest customer is the U.S. Armys Communications and Electronics Command (CECOM). The System and
Support Services Groups principal operations are located at Fort Monmouth, NJ.



This Group was the Companys wholly owned subsidiary, TCC, which was sold on July 19, 2002. The company has excluded this group from its operating revenues and expenses and reported as a
discontinued operation according to SFAS 144 (see Note 6  Sale of Telos Corporation (California)).





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TELOS CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)





Results
from the Systems and Support Services Group at Ft. Sill were also included in the Companys financial results until its deconsolidation in July 2000. During July 2000 the Company contributed its Ft. Sill business to TelosOK LLC. The Company has
since sold its remaining interest in TelosOK LLC in March 2003. More information with respect to the sale of the Companys interest in Telos OK LLCappears in Note 7, Sale of Telos Interest in TelosOK LLC .



The accounting policies of the reportable segments are the
same as those described in Note 1. The Company evaluates the performance of its operating segments based on revenue, gross profit and segment profit (loss) before income taxes, non-recurring items and interest income or expense.



Summarized financial information concerning the Companys
reportable continuing segments for the three months ended March 31, 2003 and 2002 is shown in the following table. The other column includes corporate related items.



|                                |  | Products |        |   | Xacta |   |        | Other(1) |  | Total |       
|------------------------------- |  | -------- | ------ | - | ----- | - | ------ | -------- |  | ----- | ------
|March 31, 2003                  |  |          |        |   |       |   |        |          |  |       |       
|External Revenues               |  | $        | 12,659 |   |       | $ | 4,164  |          |  | $     |      
|Intersegment Revenues           |  |          |       |   |       |   |       |          |  |       |      
|Gross Profit                    |  |          | 1,174  |   |       |   | 1,899  |          |  |       |      
|Segment loss (3)                |  |          | (967   | ) |       |   | (42    | )        |  |       |      
|Total assets                    |  |          | 13,468 |   |       |   | 4,133  |          |  |       | 20,488
|Capital Expenditures            |  |          |       |   |       |   | 14     |          |  |       | 12    
|Depreciation & Amortization (2) |  | $        | 86     |   |       | $ | 57     |          |  | $     | 269   
|                               
|                                |  | Products |        |   | Xacta |   |        | Other(1) |  | Total |       
|March 31, 2002                  |  |          |        |   |       |   |        |          |  |       |       
|External Revenues               |  | $        | 16,581 |   |       | $ | 2,403  |          |  | $     |      
|Intersegment Revenues           |  |          | 1,944  |   |       |   |       |          |  |       |      
|Gross Profit                    |  |          | 1,891  |   |       |   | 261    |          |  |       |      
|Segment profit (loss) (3)       |  |          | 281    |   |       |   | (1,866 | )        |  |       |      
|Total assets                    |  |          | 19,802 |   |       |   | 1,608  |          |  |       | 22,783
|Capital Expenditures            |  |          | 47     |   |       |   | 12     |          |  |       | 32    
|Depreciation & Amortization (2) |  | $        | 97     |   |       | $ | 67     |          |  | $     | 272   

---

|(1) |  | Corporate assets are principally property and equipment, cash and other assets.
|--- |  | -------------------------------------------------------------------------------



|(2) |  | Depreciation and amortization includes amounts relating to property and equipment, capital leases and spare parts inventory.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------



|(3) |  | Segment profit (loss) represents operating income (loss) before income taxes, non-recurring items and interest income or expense
|--- |  | --------------------------------------------------------------------------------------------------------------------------------



The Company does not have material international revenues,
profit (loss), assets or capital expenditures. The Companys business is not concentrated in a specific geographical area within the United States, as it has five separate facilities located in various states, the District of Columbia and
Europe.



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TELOS CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)





Note
6.    Sale of Telos Corporation-(California)



On July 19, 2002, the Company and L-3 Communications Corporation (L-3) entered into a purchase agreement whereby the Company sold all of the issued and outstanding shares of its wholly owned subsidiary, Telos
Corporation-California (TCC) to L-3 for a purchase price of approximately $20 million which includes: 1) approximately $15.3 million to the Company at closing; 2) $2.0 million held in an escrow account which will be paid to the Company
over the next 30 months. (During the 30 month period after July 19, 2002 the escrow amount may be subject to a reduction if any claims for indemnification by L-3 arise that are finally determined in favor of L-3 per the terms and conditions of the
mutually agreed upon dispute resolution process); and 3) approximately $2.7 million held back as deposits for liabilities relating to leased properties in which at the time of closing TCC was a lessee or guarantor. Approximately $1 million was
released and paid in August 2002 with the remaining $1.7 million being released upon certain events, terms and conditions over the course of the next five years. The resulting gain of $12.7 million included the write-off of $2.5 million goodwill
previously recorded for TCC. According to the Purchase Agreement, the purchase price shall be increased or decreased on a dollar for dollar basis by the amount by which the closing date net assets deviate from $2.3 million. The closing date net
assets were $4.6 million, an increase of an additional $2.3 million. This amount has been invoiced by the Company and collected in October 2002 from L-3. Accordingly, as a result of the increase in purchase price during the fourth quarter 2002, the
Company adjusted the gain by $2.3 million to $13.2 million. The Company recognized a bonus accrual for certain key employees considered critical to the sale in the amount of $560,000. Therefore, the gain has been adjusted to $12.6 million. In
accordance with the Companys Senior Credit Facility, proceeds from the sale were used to pay down the Companys Senior Credit Facility.



As additional consideration for the sale of the shares of TCC, the Company and its affiliates committed to certain Non-Compete
and No Solicitation provisions relating primarily to the business and employees associated with its TCC/Ft. Monmouth operations.



The sale of TCC has been treated as a discontinued operation in accordance with SFAS 144, Accounting for the Impairment or Disposal
of Long-Lived Assets. Pursuant to SFAS 144, the revenue, costs and expenses of TCC have been excluded from their respective captions in the Companys consolidated statements of income and the net results of these operations have been
reported separately as Income (loss) from discontinued operations. The Companys results from discontinued operations is reported net of tax benefit of $259,000 for the first quarter of 2002. Also included in the discontinued
results from operations is allocated interest expense of $359,000 for the three months ended March 31, 2002. Interest has been allocated based on the net assets of the discontinued operation in relation to the Companys consolidated net assets
plus non-specific debt. TCC had revenue of $14.4 million for the first quarter of 2002.



The assets and liabilities of discontinued operations and the related results of operations have been reclassified for all periods presented. The following summarizes the operating results of
discontinued operations (in thousands) for the quarter ended March 31, 2002:



|Sales                             |  | $ | 14,355 |  
|--------------------------------- |  | - | ------ | -
|Loss from discontinued Operations |  |   | (373   | )



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TELOS CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)





Note
7.    Sale of Interest in TelosOK LLC



On March 10, 2003 the Company and TelosOK LLC entered into a purchase agreement whereby the Company sold all of the issued and outstanding membership units of TelosOK LLC for a total consideration of $4.5 million. The Company had
accounted for its investment in TelosOK LLC under the equity method and, at the time of this transaction, the Company had a zero basis recorded for this investment. The parties agreed to allocate the proceeds of the sale as follows:



| |  |  | $4.0 million to the Company at close
| | - |  | ------------------------------------



| |  |  | A minimum of 12 monthly payments to the Company in the amount of $45,000 per month, or a total of $540,000
| | - |  | ----------------------------------------------------------------------------------------------------------



The parties also agreed that the Company would provide certain
inter-company support services to TelosOK LLC for a period of 12 months in the amount of $45,000 per month, or a total of $540,000.



As additional consideration for the sale of the membership units, the Company and TelosOK LLC committed to certain non-compete
and no solicitation agreements between the two parties. The no solicitation commitment provides the sole exception for the employment by TelosOK LLC of David S. Aldrich, former President, CEO and Director of the Company.



All Telos Corporation employees serving as
officers of TelosOK LLC resigned said positions in TelosOK LLC in conjunction with the sale effective the date of the sale. The Company recognized a gain on the disposal of the remaining 50% ownership of TelosOK LLC of approximately $10.1 million
comprised of $6.1 million of deferred gain and $4 million of gain associated with the cash received in March 2003. The deferred gain had been recorded in July 2000 as a result of Staff Accounting Bulletin No. 81 which required the gain be deferred
until the Company exited the TelosOK LLC investment.



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TELOS CORPORATION AND SUBSIDIARIES



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



Government oversight



As a U.S. Government contractor, the Company is subject to U.S. Government oversight. The U.S. Government may investigate and make
inquiries of the Companys business practices and conduct audits of contract performance and cost accounting. Depending on the results of these audits and investigations, the U. S. Government may make claims against the Company. Under U.S.
Government procurement regulations and practices, an indictment of a U.S. Government contractor could result in that contractor being fined and/or suspended for a period of time from eligibility for bidding on, or for award of, new U.S. Government
contracts. A conviction could result in debarment for a specified period of time. Although the outcome of such investigations and inquiries cannot be predicted, in the opinion of management, there are no claims, audits or investigations pending
against the Company that are likely to have a material adverse affect on the Companys business or its consolidated results of operations, cash flows or financial position.



General



During the first quarter of 2003, the Company continued to focus on its commitment to creating unique, value added solutions, and reducing
corporate indebtedness.



The Company created
value added solutions through its wholly-owned subsidiary, Xacta, to address the ever increasing market for reliable and secure communication. Xacta provides solutions to both U.S. Government and commercial customers to handle certain of these
critical security requirements. Specifically, Xacta solutions help organizations proactively manage and monitor the security of their network environments in accordance with internationally recognized information security and privacy standards,
regulations, guidelines and industry best practices.



The Companys Products Group continues to better serve its customers with innovative product offerings, including the Products Groups secure wireless networking and secure messaging solutions. Telos secure wireless
networking solutions allow customers to securely and safely access databases from non-networked locations. Telos secure messaging solution is known as the Automated Message Handling System (AMHS) and is recognized as a standard
within the Department of Defense. The AMHS solution allows users to securely access, send, search, and profile message traffic.



The Company made significant strides in reducing corporate indebtedness in the first quarter of 2003 by reducing term facility balance by
approximately $5 million from the December 31, 2002 balance of $6.6 million. Such debt reduction was primarily due to cash received from the sale of the Companys remaining interest in TelosOK LLC. For more information on the sale of TelosOK
LLC, see Note 7 to the Consolidated Financial Statements.



Backlog



The
Companys total backlog at March 31, 2003 was $31.6 million compared with $31.3 million at March 31, 2002. Backlog was $31.7 million at the end of 2002. The total backlog of each of our segments at March 31, 2003 and 2002, was as follows:
Products Group$19.2 million and $20.8 million, respectively; and Xacta$12.4 million and $10.5 million, respectively.



These amounts include both funded backlog (unfilled firm orders for our products for which funding has been both authorized and
appropriated by the customerCongress in the case of U.S. Government agencies) and unfunded backlog (firm orders for which funding has not been appropriated). Funded backlog as of March 31, 2003 and 2002 was $27.9 million and $25 million,
respectively.



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Managements Discussion and Analysis of Financial Condition and Results of Continuing Operations(continued)





Exit From the Systems
and Support Services Business



The Company
has completed its exit from the Systems and Support Services business with the sale of TCC in July 2002. The Solutions Services Group was characterized primarily by large, long-term time-and-material services contracts with consistent and
predictable revenue and cash flow streams. With the exit from such business, the Company is now more reliant on short term, less predictable revenue and cash flow streams, although with projected higher gross margins from its realigned business
opportunities. Such a possible negative impact to the Companys liquidity, however, is projected to be offset by its focus on Xactas product subscription offering, which, as a subscription, is paid for by the customer upon sale.



The Company sold its remaining 50% share of
TelosOK LLC, on March 10, 2003, which is reported in Note 7 Sale of Telos 50% Interest in TelosOK LLC of the Consolidated Financial Statements. The primary business of TelosOK LLC was to provide post-deployment and post-production
software and systems development and support services including technology insertion, system redesign and software re-engineering. The largest customer of TelosOK LLC was the U.S. Armys Communications and Electronics Command
(CECOM) with significant operations at Ft. Sill in Lawton, Oklahoma. TelosOK LLC tasks were performed on a time and materials basis and on a firm fixed price basis.



Consolidated Results of Operations



The Companys operating cycle involves many types of solutions, products and services 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. The following comparative analysis should be
viewed in this context.



Results of Continuing
Operations



The condensed consolidated
statements of operations include the results of continuing operations of Telos Corporation and its wholly owned subsidiaries. Generally, the Company met most operating goals while experiencing slower than expected order volume.



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Managements Discussion and Analysis of Financial Condition and Results of Continuing Operations(continued)





The major
elements of the Companys operating expenses as a percentage of sales for the three-month periods ended March 31, 2003 and 2002 are as follows:



|                                             |  | Three Months Ended March 31, |  
|-------------------------------------------- |  | ---------------------------- | -
|                                             |  | 2003                         |  
|Sales                                        |  | 100.0                        | %
|Cost of sales                                |  | 81.7                         |  
|SG&A expenses                                |  | 24.3                         |  
|                                             |  |                              |  
|Operating loss                               |  | (6.0                         | )
|Gain on sale of TelosOK LLC                  |  | 60.2                         |  
|Other income                                 |  |                             |  
|Interest expense                             |  | (3.7                         | )
|                                             |  |                              |  
|Income(loss) before taxes                    |  | 50.5                         |  
|Income tax benefit(expense)                  |  | (19.0                        | )
|                                             |  |                              |  
|Net income (loss) from continuing operations |  | 31.5                         | %
|                                             |  |                              |  



Financial Data by
Market Segment



Sales, gross profit, and
gross margin by market segment for the periods designated below are as follows:



|              |  | Three Months Ended March 31, |       
|------------- |  | ---------------------------- | ------
|              |  | 2003                         |       
|Sales:        |  |                              |       
|Products      |  | $                            | 12,659
|Xacta         |  |                              | 4,164 
|              |  |                              |       
|Total         |  | $                            | 16,823
|              |  |                              |       
|Gross Profit: |  |                              |       
|Products      |  | $                            | 1,173 
|Xacta         |  |                              | 1,899 
|              |  |                              |       
|Total         |  | $                            | 3,072 
|              |  |                              |       
|Gross Margin: |  |                              |       
|Products      |  |                              | 9.3   
|Xacta         |  |                              | 45.6  
|Total         |  |                              | 18.3  
|              |  |                              |       



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Managements Discussion and Analysis of Financial Condition and Results of Continuing Operations(continued)





The
Companys consolidated net sales for the first quarter of 2003 were $16.8 million, a decrease of $2.2 million or 11.4% over first quarter 2002 sales of $19.0 million. Such decrease consists of a $3.9 million decrease in sales from the
Companys Products Group offset by a $1.8 million increase in sales from the Companys Xacta subsidiary. The Products Group experienced decreased sales from its traditional contracts with the US Government such as the Infrastructure
Solutions 1 (IS-1) contract, the Census Bureau contract (CENSUS), and the Groups Data Communications Network/Software (U.S. Courts) contract with the U.S. Courts system while sales from other programs and
contracts in this group remained steady. The increase in sales in the Companys Xacta Subsidiary is primarily attributable to increased subscription sales of the Xacta Web C&A product and increased order volume from Xacta information and
security services.



The Companys cost of
sales from continuing operations for the first quarter of 2003 was $13.8 million, a decrease of $3 million, over the first quarter 2002 cost of sales from continuing operations of $16.8 million.



The Companys gross profit for the first quarter of 2003
was $3.1 million, an increase of $920,000, or 43%, over first quarter 2002 gross profit of $2.2 million. Such increase in profitability is primarily attributable to an increased volume of sales in programs with relatively higher gross margins such
as Xacta information and security products and services combined with a decrease in sales volume in the relatively lower gross margin products and services on the Companys traditional contracts with the US Government. The Companys gross
margin for the first quarter of 2003 was 18.3% as compared to 11.3% for the first quarter of 2002.



The Companys selling, general, and administrative expense (SG&A) from continuing operations for the first quarter of
2003 was $4.1 million, an increase of approximately $341,000 or 9% over the first quarter 2002 SG&A from continuing operations of $3.7 million. Such SG&A from continuing operations does not include $0 and $1.5 million allocated to
discontinued operations for the first quarters of 2003 and 2002. If such SG&A allocated to discontinued operations were included in continuing operations, total consolidated SG&A would have been $4.1 million in the first quarter 2003 and
$5.3 million for the first quarter 2002, a decrease of $1.2 million. Such decrease in SG&A is primarily due to the result of cost reduction measures undertaken by the Company during 2002 combined with the reduction of SG&A associated with
the sale of Telos Corporation CA.



SG&A from
continuing operations as a percentage of revenues increased to 24.3% for the first quarter of 2003 from 19.7% in the first quarter of 2002.



The Companys operating loss from continuing operations for the first quarter 2003 was $1.0 million, an increase of approximately
$600,000 or 38% over the first quarter 2002 operating loss from continuing operations of $1.6. Such increase is primarily due to increased sales volume from relatively higher operating margin programs such as the Xacta information and security
products and services. This increase in operating profit is partially offset by the increase in the Companys SG&A from continuing operations as mentioned in preceding paragraphs.





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Managements Discussion and Analysis of Financial Condition and Results of Continuing Operations(continued)





The
Companys interest expense from continuing operations increased approximately $189,000 to $626,000 in the first quarter of 2003 from approximately $437,000 in the first quarter of 2002. Such interest does not include interest of $0 and $359,000
allocated to discontinued operations for the first quarter of 2003 and 2002, respectively. If said interest from discontinued operation were added to continuing operations, the Companys total interest for the first quarter 2003 and 2002 would
be $626,000 and $796,000, respectively, resulting in a decrease of approximately $170,000 of total interest from the first quarter 2003 and the first quarter 2002. Such decrease is primarily due to decreased debt levels in the first quarter of 2003
compared to 2002.



The Company recorded an income
tax expense (benefit) for the three month periods ended March 31, 2003 and March 31, 2002 of approximately $3.2 and $(829,000) million, respectively. The tax expense at March 31, 2003 is primarily attributable to the gain on sale of Telos OK. The
Companys net deferred tax assets totaled $8.3 million at March 31, 2003. Failure to achieve forecasted taxable income may affect the ultimate realization of the net deferred tax assets. Management believes the Company will generate taxable
income in excess of operating losses in amounts sufficient to realize the net deferred tax assets.



The Companys income from continuing operations for the first quarter of 2003 was $5.3 million, an increase of $6.5 million over a
loss from continuing operations in the first quarter 2002 of ($1.2) million. Such increase includes a gain from the sale of TelosOK LLC during the first quarter 2003 of $10.1 million. (See Note 7 to the consolidated financial statements
(unaudited)). If such gain were not included, the Companys income from continuing operations for the first quarter 2003 would have been a loss of ($4.8) million, a decrease of $3.6 million from the first quarter 2002 loss of ($1.2) million.
Such decrease is primarily due to the $4 million additional tax expense accrued of $3.2 million for the first quarter 2003 over a benefit of $(829,000) million recorded in the first quarter of 2002.



Results of Discontinued Operations



The Company recorded a net loss from discontinued
operations of $0 during the first quarter 2003 compared to $(373,000) during the first quarter 2002. (See Note 6 of the consolidated financial statements (unaudited) for more information)



Liquidity and Capital Resources



For the three months ended March 31, 2003, the Companys
cash flow from investing activities provided for approximately $4 million of cash generated primarily from the sale of the Companys interest in TelosOK LLC (See Note 7 of the consolidated financial statements). The Company used
substantially all of the proceeds to pay down the balance of the senior credit facility.



At March 31, 2003, the Company had outstanding debt and long-term obligations of $17.3 million, consisting of $1.6 million under the secured senior credit facility, $5.2 million in subordinated debt,
and $10.6 million in capital lease obligations.





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Managements Discussion and Analysis of Financial Condition and Results of Continuing Operations(continued)





Senior Credit Facility



On October 21, 2002, the Company entered
into a $22.5 million Senior Credit Facility agreement (New Facility) with a financial institution that matures on October 21, 2005 and is collateralized by substantially all of the Companys assets including inventory, equipment and
accounts receivable. The amount of borrowings fluctuates based on the underlying asset borrowing base as well as the Companys working capital requirements. The New Facility has various covenants that may, among other things, restrict the
ability of the Company to merge with another entity, sell or transfer certain assets, pay dividends and make other distributions beyond certain limitations. The New Facility also requires the



Company to meet certain net worth and operating goals.
Financial covenants were amended and restated with Amendment 1 to the Facility agreed to March 21, 2003. Such covenants were amended and restated to more accurately reflect future performance based on recent projections.



New Accounting Pronouncements



In June 2001, the Financial Accounting Standards Board
(FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations (SFAS No. 143). The standard requires that legal obligations associated with the retirement of tangible long-lived assets be recorded at fair
value when incurred. The Company adopted SFAS No. 143 effective January 1, 2003. The adoption of such pronouncement did not have a material impact on the Companys results of operations or financial position.



In July 2002, FASB issued SFAS No. 146 (SFAS 146)
Accounting for Costs Associated with Exit or Disposal Activities. Such standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit
or disposal plan. SFAS 146 replaces EITF Issue. No. 94-3, Liability recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 is to be
applied prospectively to exit or disposal activities initiated after December 31, 2002. The adoption of such pronouncement did not have a material impact on the Companys results of operations or financial position.



In November 2002, the FASB issued Interpretation No. 45 (FIN
45), Guarantors Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others. The interpretation requires disclosure about the nature and terms of obligations under certain
guarantees that the Company has issued. The interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing a guarantee. The initial
recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The adoption of such pronouncement did not have a material impact on the Companys results of
operations or financial position.



In December
2002, FASB issued Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation and Disclosure - an amendment of FASB Statement No. 123 (FAS 148). This statement amends FASB Statement No. 123,
Accounting for Stock-Based Compensation, to provide alternative transition methods for a voluntary change to fair value accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of
FAS 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company has not adopted
fair value accounting for stock-based employee compensation.



In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51. FIN 46 requires certain variable interest entities to be
consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The adoption of such pronouncement did not have a material impact on the Companys results of operations or financial position.



Forward-Looking Statements



This Annual 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 below under the caption Certain Factors That May Affect Future Results.





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Managements Discussion and Analysis of Financial Condition and Results of Continuing Operations(continued)





Certain Factors That
May Affect Future Results



The following
important factors, among others, could cause actual results to differ materially from those indicated by forward-looking statements made in this Quarterly Report on Form 10-Q and presented elsewhere by management from time to time.



A number of uncertainties exist that could affect the
Companys future operating results, including, without limitation, general economic conditions which in the present period of economic downturn may include, and adversely affect, the cost and continued availability of the Company to secure
adequate capital and financing to support its business; the impact of adverse economic conditions on the Companys customers and suppliers; the ability to sell assets or to obtain alternative sources of commercially reasonable refinancing for
the Companys debt; or the ability to successfully restructure its debt



obligations. Additional uncertainties include the Companys ability to convert contract backlog to revenue, the success of the Companys investment in Enterworks and Xacta and the
Companys access to ongoing development, product support and viable channel partner relationships with Enterworks and Xacta.



While in the past the Company has not experienced contract terminations with the U.S. Government, the U.S. Government can terminate at its
convenience. Should such a termination occur, the Companys operating results could be adversely impacted.



Due to heightened security awareness and the ongoing military actions in Iraq, all U.S. Government programs, especially those pertaining
to national security, have been subject to review and reprioritization as evidenced by the Homeland Defense Act and the pending funding of the war in Iraq. While the Company believes its products and services are well positioned to benefit from such
reprioritization of demands, the magnitude of recent and prospective events pertaining to national security certainly serves to emphasize how the Companys high percentage of revenue derived from business with the U.S. Government could
alternatively be dramatically, swiftly and adversely impacted.



In addition, as a high percentage of the Companys revenue is derived from business with the U.S. Government, the Companys operating results could also be adversely impacted should the U.S. Governments annual budget
not be approved in a timely fashion.



The Company
has many patents and patents pending, trademarks and copyrights and other valuable proprietary information, and the Company has taken reasonable and prudent steps to protect its intellectual property. With regard to the Companys wholly owned
subsidiary, Xacta, whose software products require constant monitoring as it develops future releases and creates additional intellectual property, vigilant oversight of such intellectual property rights is imperative. Similarly, the intellectual
property associated with our wireless division and our automated message handling system division require constant oversight with regard to the development and protection of their respective intellectual property. Accordingly, any event that brings
into question the Companys ownership of its intellectual property could, therefore, materially and adversely impact the Company.





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Item 3.    
Quantitative and Qualitative Disclosures About Market Risk



The Companys exposure to market risk for changes in interest rates relates primarily to the Companys long-term debt obligations.



The Company is exposed to interest rate volatility with regard to its variable rate debt obligations under
its Senior Credit Facility. Interest on the Facility is charged at 1.25%, subject to certain adjustments, over the banks base rate. Such interest was 5.75% upon initial funding. The weighted average interest rates for the first three months of
2003 and 2002 were 5.1% and 6.5%, respectively. The Facility had an outstanding balance of $1.6 million at March 31, 2003.



The Companys other debt as of March 31, 2003 consists of Senior Subordinated Notes B, and C, with interest charged at fixed rates
ranging from 14% to 17% and mature October 31, 2004. The Senior Subordinated Notes principal balance at March 31, 2003 is approximately $5.2 million



Item 4.    
Controls and Procedures



The Companys chief executive officer and chief financial officer have evaluated the Companys disclosure controls and procedures (as defined in Rule 13a-14(c) and Rule 15d-14(c) under the Exchange Act), within 90 days
prior to the filing of this quarterly report, and concluded that those disclosure controls and procedures are effective in timely alerting them to material changes in information required to be included in the Companys periodic Securities and
Exchange Commission filings.



There have been no
significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



The Company intends to review and evaluate the
design and effectiveness of the controls on an ongoing basis with the intention of improving such controls and to correct in a timely manner any deficiencies that may be discovered. The Companys goal is to ensure that senior management has
timely access to all material financial and non-financial information concerning the business. While the Company believes the present design of the disclosure controls and procedures is effective to achieve our goals, future events affecting the
business may cause us to significantly modify disclosure controls and procedures.



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PART
IIOTHER INFORMATION



Item 1.    
Legal Proceedings



The Company is party to various lawsuits arising in the ordinary course of business. While the results of litigation cannot be predicted with certainty, based upon the Companys present understanding of its pending legal
matters, it is of the opinion such matters for this quarter, if adversely determined, will not have a material adverse effect on the Companys consolidated financial position, results of operations, or of cash flows.



Item 3.    Defaults Upon Senior Securities



Senior Redeemable Preferred Stock



The Company has not declared dividends on its Senior Redeemable Preferred Stock, Series A-1 and A-2, since its issuance. Total undeclared unpaid dividends accrued for financial reporting purposes are
$4.4 million for the Series A-1 and A-2 Preferred Stock at March 31, 2003.



12% Cumulative Exchangeable Redeemable Preferred Stock



Through November 21, 1995, the Company had the option to pay dividends in additional shares of Preferred Stock in lieu of cash (provided there were no blocks on payment as further discussed below).
Dividends are payable by the Company, provided the Company has legally available funds under Maryland law and is able to pay dividends under its charter and other corporate 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 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 the dividend will be paid in additional shares of preferred stock and are valued at $3,950,000. Had the Company accrued these dividends on a cash basis, the total amount accrued
would have been $15,101,000. For the cash dividends payable since December 1, 1995 the Company has accrued $30,145,000.



The Company has not declared or paid dividends on its public preferred stock since 1991, based upon the Companys interpretation of
charter provisions pertaining to restrictions upon payment of dividends, similar dividend payment restrictions contained in its Senior Credit Facility, and limitations pursuant to Maryland law.



Item 6.    
Exhibits and Reports on Form 8-K



(a) Exhibits: 1) 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; 2)99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002



(b) The
Company filed the following Reports on Form 8-K:



1). 8-K filed
January 14, 2003. Item 5. Announcing, effective December 31, 2002, the resignation of David S. Aldrich as CEO of Telos Corporation and the appointment of John B. Wood.



2). 8-K filed March 10, 2003. Item 5. Announcing, effective February 24, 2003, the resignation of David S. Aldrich as Telos
Corporation Director.



3). 8-K filed March 24, 2003. Item 5.
Announcing the March 10, 2003 sale of TelosOK LLC.



4). 8-K
filed May 14, 2003. Item 5. Announcing, effective May 5, 2003, the resignation of Thomas J. Ferrara as CFO and the election of David E. Pearson.



Items 2, 4 and 5 are not applicable and have been omitted.





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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: May 15, 2003 |  |  |  |  |  | TELOS CORPORATION                                                                                
|------------------ |  |  |  |  |  | -------------------------------------------------------------------------------------------------
|                  
|                   |  |  |  |  |  | /s/ DAVID E. PEARSONDavid E. Pearson (Principal
Financial Officer & Principal Accounting Officer)





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CERTIFICATIONS



I, John B.
Wood, Chairman and Chief Executive Officer of Telos Corporation, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Telos Corporation;



2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;



3. Based on my knowledge, the financial statements, and other financial information included in this
quarterly report, fairly represent in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4. The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a) designed such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b) evaluated the effectiveness of the
registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c) presented in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of
directors (or persons performing the equivalent functions):



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrants internal controls; and



6. The
registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



|Date: May 15, 2003 |  |  |  |  |  |                                                     
|------------------ |  |  |  |  |  | ----------------------------------------------------
|                  
|                   |  |  |  |  |  | /s/ JOHN B. WOODChairman and Chief Executive Officer



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CERTIFICATIONS



I, David
E. Pearson, Chief Financial Officer of Telos Corporation, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Telos Corporation;



2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;



3. Based on my knowledge, the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4. The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a) designed such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b) evaluated the effectiveness of the
registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c) presented in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of
directors (or persons performing the equivalent functions):



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrants internal controls; and



6. The
registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



|Date: May 15, 2003 |  |  |  |  |  |                                            
|------------------ |  |  |  |  |  | -------------------------------------------
|                  
|                   |  |  |  |  |  | /s/ DAVID E. PEARSONChief Financial Officer



27