##### Table of Contents





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: March 31, 2010



| ̈ | 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 May 7, 2010, the registrant had outstanding 33,616,451 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 Months Ended March 31, 2010 and 2009 (unaudited) |  | 3    
|                            |  | Condensed Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009                   |  | 4-5  
|                            |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (unaudited) |  | 6    
|                            |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                               |  | 7-26 
|                            |  |                                                                                                               
|Item 2.                     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                          |  | 27-35
|                            |  |                                                                                                               
|Item 3.                     |  | Quantitative and Qualitative Disclosures about Market Risk                                                     |  | 35   
|                            |  |                                                                                                               
|Item 4.                     |  | 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 6.                     |  | Exhibits                                                                                                       |  | 37   
|                            | 
|SIGNATURES                  |  | 38                                                                                                            



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PART I  FINANCIAL INFORMATION



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

TELOS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(amounts in thousands)



|                                                                          |  |                             |        |   |      |   |        |  
|------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                          |  | Three Months EndedMarch 31, |       
|                                                                          |  | 2010                        |        |   | 2009 |  
|Revenue                                                                   |  |                             |        |   |      |   |        |  
|Products                                                                  |  | $                           | 32,557 |   |      | $ | 23,715 |  
|Services                                                                  |  |                             | 36,291 |   |      |   | 26,965 |  
|                                                                          |  |                             |        |   |      |   |        |  
|                                                                          |  |                             | 68,848 |   |      |   | 50,680 |  
|Costs and expenses                                                        |  |                             |        |   |      |   |        |  
|Cost of sales - Products                                                  |  |                             | 29,344 |   |      |   | 20,536 |  
|Cost of sales - Services                                                  |  |                             | 30,245 |   |      |   | 22,091 |  
|Selling, general and administrative expenses                              |  |                             | 8,177  |   |      |   | 8,268  |  
|                                                                          |  |                             |        |   |      |   |        |  
|                                                                          |  |                            
|Operating income (loss)                                                   |  |                             | 1,082  |   |      |   | (215   | )
|Other income (expenses)                                                   |  |                             |        |   |      |   |        |  
|Other income                                                              |  |                             | 25     |   |      |   | 31     |  
|Interest expense                                                          |  |                             | (1,688 | ) |      |   | (1,783 | )
|                                                                          |  |                             |        |   |      |   |        |  
|                                                                          |  |                            
|Loss before income taxes                                                  |  |                             | (581   | ) |      |   | (1,967 | )
|Benefit for income taxes (Note 8)                                         |  |                             | 321    |   |      |   | 1,393  |  
|                                                                          |  |                             |        |   |      |   |        |  
|                                                                          |  |                            
|Net loss                                                                  |  |                             | (260   | ) |      |   | (574   | )
|                                                                          |  |                            
|Less: Net (loss) income attributable to non-controlling interest (Note 2) |  |                             | (96    | ) |      |   | 38     |  
|                                                                          |  |                             |        |   |      |   |        |  
|                                                                          |  |                            
|Net loss attributable to Telos Corporation                                |  | $                           | (164   | ) |      | $ | (612   | )
|                                                                          |  |                             |        |   |      |   |        |  

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



3



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TELOS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)



|                                                                                             |  |                           |        |                  |   |        
|-------------------------------------------------------------------------------------------- |  | ------------------------- | ------ | ---------------- | - | -------
|                                                                                             |  | March 
31,2010(Unaudited) |        | December 31,2009
|ASSETS                                                                                       |  |                           |        |                  |   |        
|                                                                                             |  |                          
|Current assets (Note 6)                                                                      |  |                           |        |                  |   |        
|Cash and cash equivalents                                                                    |  | $                         | 148    |                  | $ | 78     
|Accounts receivable, net of reserve of $437 and $363, respectively                           |  |                           | 37,130 |                  |   | 52,800 
|Inventories, net of obsolescence reserve of $263 and $241, respectively                      |  |                           | 10,956 |                  |   | 32,612 
|Deferred income taxes                                                                        |  |                           | 1,190  |                  |   | 1,190  
|Deferred program expenses                                                                    |  |                           | 1,741  |                  |   | 6,429  
|Other current assets                                                                         |  |                           | 2,801  |                  |   | 3,294  
|                                                                                             |  |                           |        |                  |   |        
|                                                                                             |  |                          
|Total current assets (Note 6)                                                                |  |                           | 53,966 |                  |   | 96,403 
|                                                                                             |  |                          
|Property and equipment, net of accumulated depreciation of $18,892 and $18,567, respectively |  |                           | 6,470  |                  |   | 6,681  
|Deferred income taxes, long-term                                                             |  |                           | 1,556  |                  |   | 1,556  
|Other assets                                                                                 |  |                           | 302    |                  |   | 287    
|                                                                                             |  |                           |        |                  |   |        
|                                                                                             |  |                          
|Total assets (Note 6)                                                                        |  | $                         | 62,294 |                  | $ | 104,927
|                                                                                             |  |                           |        |                  |   |        

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)



|                                                                                                  |  |                           |          |   |                  |   |          |  
|------------------------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                  |  | March 
31,2010(Unaudited) |          |   | December 31,2009 |  
|LIABILITIES, REDEEMABLE PREFERRED STOCK,
NON-CONTROLLING INTEREST AND STOCKHOLDERS
DEFICIT       |  |                           |          |   |                  |   |          |  
|Current liabilities                                                                               |  |                           |          |   |                  |   |          |  
|Accounts payable and other accrued payables (Note 6)                                              |  | $                         | 26,377   |   |                  | $ | 61,799   |  
|Accrued compensation and benefits                                                                 |  |                           | 4,847    |   |                  |   | 5,914    |  
|Deferred revenue                                                                                  |  |                           | 4,279    |   |                  |   | 8,840    |  
|Capital lease obligations  short-term                                                            |  |                           | 859      |   |                  |   | 832      |  
|Other current liabilities                                                                         |  |                           | 4,026    |   |                  |   | 4,918    |  
|                                                                                                  |  |                           |          |   |                  |   |          |  
|                                                                                                  |  |                          
|Total current liabilities                                                                         |  |                           | 40,388   |   |                  |   | 82,303   |  
|                                                                                                  |  |                          
|Senior revolving credit facility (Note 6)                                                         |  |                           | 8,222    |   |                  |   | 9,198    |  
|Senior subordinated notes (Note 6)                                                                |  |                           | 4,179    |   |                  |   | 4,179    |  
|Capital lease obligations                                                                         |  |                           | 6,673    |   |                  |   | 6,896    |  
|Senior redeemable preferred stock (Note 7)                                                        |  |                           | 10,399   |   |                  |   | 10,294   |  
|Public preferred stock (Note 7)                                                                   |  |                           | 101,938  |   |                  |   | 100,983  |  
|                                                                                                  |  |                           |          |   |                  |   |          |  
|                                                                                                  |  |                          
|Total liabilities                                                                                 |  |                           | 171,799  |   |                  |   | 213,853  |  
|                                                                                                  |  |                           |          |   |                  |   |          |  
|                                                                                                  |  |                          
|Commitments, contingencies and subsequent event (Note 9)                                          |  |                           |         |   |                  |   |         |  
|                                                                                                  |  |                          
|Stockholders deficit                                                                             |  |                           |          |   |                  |   |          |  
|Telos stockholders deficit                                                                       |  |                           |          |   |                  |   |          |  
|Common stock                                                                                      |  |                           | 78       |   |                  |   | 78       |  
|Additional paid-in capital                                                                        |  |                           | 103      |   |                  |   | 103      |  
|Accumulated other comprehensive income                                                            |  |                           | 21       |   |                  |   | 17       |  
|Accumulated deficit                                                                               |  |                           | (109,616 | ) |                  |   | (109,452 | )
|                                                                                                  |  |                           |          |   |                  |   |          |  
|                                                                                                  |  |                          
|Total Telos stockholders deficit                                                                 |  |                           | (109,414 | ) |                  |   | (109,254 | )
|                                                                                                  |  |                           |          |   |                  |   |          |  
|                                                                                                  |  |                          
|Non-controlling interest in subsidiary (Note 2)                                                   |  |                           | (91      | ) |                  |   | 328      |  
|                                                                                                  |  |                           |          |   |                  |   |          |  
|                                                                                                  |  |                          
|Total stockholders deficit                                                                       |  |                           | (109,505 | ) |                  |   | (108,926 | )
|                                                                                                  |  |                           |          |   |                  |   |          |  
|                                                                                                  |  |                          
|Total liabilities, redeemable preferred stock, non-controlling interest and stockholders deficit |  | $                         | 62,294   |   |                  | $ | 104,927  |  
|                                                                                                  |  |                           |          |   |                  |   |          |  

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)



|                                                                                      |  |                              |         |   |      |   |         |  
|------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                      |  | Three Months Ended March 31, |        
|                                                                                      |  | 2010                         |         |   | 2009 |  
|Operating activities:                                                                 |  |                              |         |   |      |   |         |  
|Net loss                                                                              |  | $                            | (260    | ) |      | $ | (574    | )
|Adjustments to reconcile net loss to cash provided by (used in) operating activities: |  |                              |         |   |      |   |         |  
|Dividends and accretion of preferred stock as interest expense                        |  |                              | 1,060   |   |      |   | 1,060   |  
|Depreciation and amortization                                                         |  |                              | 405     |   |      |   | 353     |  
|Amortization of debt issuance costs                                                   |  |                              | 26      |   |      |   | 51      |  
|Deferred income tax benefit                                                           |  |                              |        |   |      |   | (1,393  | )
|Other noncash items                                                                   |  |                              | 93      |   |      |   | 95      |  
|Changes in other operating assets and liabilities                                     |  |                              | 1,573   |   |      |   | (2,458  | )
|                                                                                      |  |                              |         |   |      |   |         |  
|Cash provided by (used in) operating activities                                       |  |                              | 2,897   |   |      |   | (2,866  | )
|                                                                                      |  |                              |         |   |      |   |         |  
|                                                                                      |  |                             
|Investing activities:                                                                 |  |                              |         |   |      |   |         |  
|Purchases of property and equipment                                                   |  |                              | (193    | ) |      |   | (466    | )
|                                                                                      |  |                              |         |   |      |   |         |  
|Cash used in investing activities                                                     |  |                              | (193    | ) |      |   | (466    | )
|                                                                                      |  |                              |         |   |      |   |         |  
|                                                                                      |  |                             
|Financing activities:                                                                 |  |                              |         |   |      |   |         |  
|Proceeds from senior credit facility                                                  |  |                              | 80,854  |   |      |   | 55,569  |  
|Repayments of senior credit facility                                                  |  |                              | (81,830 | ) |      |   | (51,187 | )
|Decrease in book overdrafts                                                           |  |                              | (1,143  | ) |      |   | (149    | )
|Payments under capital lease obligations                                              |  |                              | (196    | ) |      |   | (135    | )
|Payment of debt issuance costs                                                        |  |                              |        |   |      |   | (150    | )
|Distributions to non-controlling interest                                             |  |                              | (323    | ) |      |   | (447    | )
|                                                                                      |  |                              |         |   |      |   |         |  
|Cash (used in) provided by financing activities                                       |  |                              | (2,638  | ) |      |   | 3,501   |  
|                                                                                      |  |                              |         |   |      |   |         |  
|                                                                                      |  |                             
|Effect of exchange rate changes on cash and cash equivalents                          |  |                              | 4       |   |      |   | (3      | )
|                                                                                      |  |                              |         |   |      |   |         |  
|                                                                                      |  |                             
|Increase in cash and cash equivalents                                                 |  |                              | 70      |   |      |   | 166     |  
|Cash and cash equivalents at beginning of period                                      |  |                              | 78      |   |      |   | 22      |  
|                                                                                      |  |                              |         |   |      |   |         |  
|                                                                                      |  |                             
|Cash and cash equivalents at end of period                                            |  | $                            | 148     |   |      | $ | 188     |  
|                                                                                      |  |                              |         |   |      |   |         |  
|                                                                                      |  |                             
|Supplemental disclosures of cash flow information:                                    |  |                              |         |   |      |   |         |  
|Cash paid during the period for:                                                      |  |                              |         |   |      |   |         |  
|Interest                                                                              |  | $                            | 647     |   |      | $ | 714     |  
|                                                                                      |  |                              |         |   |      |   |         |  
|Income taxes                                                                          |  | $                            | 264     |   |      | $ | 100     |  
|                                                                                      |  |                              |         |   |      |   |         |  
|                                                                                      |  |                             
|Noncash:                                                                              |  |                              |         |   |      |   |         |  
|Interest on redeemable preferred stock                                                |  | $                            | 1,060   |   |      | $ | 1,060   |  
|                                                                                      |  |                              |         |   |      |   |         |  

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 (Telos ID) (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
(GAAP) 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 2009 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, 2009.

On January 1, 2009, we adopted a new accounting standard issued by the Financial Accounting
Standard Board (FASB) that establishes accounting and reporting standards for non-controlling interests in a subsidiary in consolidated financial statements. In accordance with the requirements of this standard, we have provided a new
presentation on the face of the condensed consolidated financial statements to separately classify non-controlling interests within the equity section of the consolidated balance sheets and to separately report the amounts attributable to
controlling and non-controlling interests in the condensed consolidated statements of operations for all periods presented. See Note 2  Sale of Assets.

In preparing these condensed consolidated financial statements, we have evaluated subsequent events through the date that these condensed
consolidated financial statements were issued.

Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated
regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes.

Recent Accounting Pronouncements

In October 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-14, Software (Topic 985): Certain Revenue
Arrangements That Include Software Elements  a consensus of the FASB Emerging Issue Task Force (ASU No. 2009-14). The objective of this Update is to address the accounting for revenue arrangements that contain tangible
products and software for which vendor-specific objective evidence of selling price does not exist. We are assessing the impact ASU No. 2009-14 will have on our condensed consolidated financial position, results of operations or cash flows when
it becomes effective for our fiscal year beginning January 1, 2011.

In October 2009, the FASB issued ASU
No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements  a consensus of the FASB Emerging Issue Task Force (ASU No. 2009-13). The objective of this Update is to address the accounting for
multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. We are assessing the impact ASU No. 2009-13 will have on our condensed consolidated financial
position, results of operations or cash flows when it becomes effective for our fiscal year beginning January 1, 2011.



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TELOS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



On May 28, 2009, the FASB issued guidance now codified as FASB ASC Topic 855
related to subsequent events (ASC 855). ASC 855 introduces the concept of financial statements being available to be issued. This statement requires the disclosure of the date through which an entity has evaluated subsequent events and
the basis for that date, whether that date represents the date the financial statements were issued or were available to be issued. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

In February 2010, the FASB issued ASU 2010-09 regarding ASC Topic 855 Subsequent Events. This ASU removes the
requirement for SEC filers to disclose the date through which management evaluated subsequent events in the financial statements, and was effective upon its issuance. We adopted the ASU upon issuance. The adoption did not have an impact on our
condensed consolidated financial position, results of operations or cash flows.

On January 21, 2010, the FASB issued ASU
2010-06, which amends ASC 820 to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. The ASU also clarifies
existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. Further, the ASU amends guidance on employers disclosures about postretirement benefit plan assets under
ASC 715 to require that disclosures be provided by classes or assets instead of by major categories of assets. We are assessing the impact ASU No. 2010-06 will have on our condensed consolidated financial position, results of operations or cash
flows.

Revenue Recognition

Revenues are recognized in accordance with ASC 605-10-S99, 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 ASC 605-25.

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 ASC 985-605 and is limited to the price charged when the element is sold separately or, if the element is not yet sold separately, the price set by management having the
relevant authority. When VSOE exists for undelivered elements, the remaining consideration is allocated to delivered elements using the residual method. 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 these arrangements may fall within the scope of ASC
605-45. We presume that revenues on services contracts are recognized on a gross basis, 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.



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TELOS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



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 ASC 985-605, as fully discussed above. Other services fall within the scope of ASC 605-10-S99 for arrangements that
include only time-and-materials (T&M) contracts and ASC 605-25 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  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 ASC 605-35. 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 ASC 605-10-S99, such as resold information technology products, like laptops, printers, networking equipment and peripherals, and ASC 605-25. 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 ASC 605-10-S99. 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 services contracts based upon specified billing rates and other direct costs
as incurred.

Information Assurance We provide Xacta Information Assurance Manager software and services to our
customers. The software and accompanying services fall within the scope of ASC 985-605, as fully discussed above. We provide consulting services to our customers under either a FFP or T&M basis. Such contracts fall under the scope of ASC
605-10-S99. 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 ASC 605-25 and ASC 605-10-S99. 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.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Accounts Receivable

Accounts receivable are stated at the invoiced amount, less allowances for doubtful accounts. Collectability of accounts receivable is
regularly reviewed based upon managements 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 net realizable value, 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 $10.9 million and $31.9 million as of
March 31, 2010 and December 31, 2009, respectively; and work-in-process of $0.3 million and $1.0 million as of March 31, 2010 and December 31, 2009, respectively.

Income Taxes

We account for income taxes in accordance with ASC 740, Income Taxes. Under ASC 740, 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.

On January 1, 2007, we adopted the provision of ASC 740 related to accounting for uncertainty in income taxes. The accounting
estimates related to liabilities for uncertain tax positions require us to make judgments regarding the sustainability of each uncertain tax position based on its technical merits. If we determine it is more likely than not that a tax position will
be sustained based on its technical merits, we record the impact of the position in our consolidated financial statements at the largest amount that is greater than fifty percent likely of being realized upon ultimate settlement. These estimates are
updated at each reporting date based on the facts, circumstances and information available. We are also required to assess at each reporting date whether it is reasonably possible that any significant increases or decreases to our unrecognized tax
benefits will occur during the next twelve months.

As of March 31, 2010 and December 31, 2009, we had $321,000 and
$316,000, respectively, of unrecognized tax benefits, which would have an effect on the effective tax rate, if recognized. Income taxes are provided based on the liability method for financial reporting purposes. For the periods ended March 31,
2010 and 2009, there were $5,000, and $0 of interest and penalties recorded and included in tax expense, respectively.

The
provision for income taxes in interim periods is computed by applying the estimated annual effective tax rate against earnings before income tax expense for the period. In addition, non-recurring or discrete items are recorded during the period in
which they occur.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



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 and December 2009, we granted 480,000
shares and 80,000 shares, respectively, 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 ASC 718, 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. 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):



|                                                   |  |               |    |                  |   |   
|-------------------------------------------------- |  | ------------- | -- | ---------------- | - | --
|                                                   |  | March 31,2010 |    | December 31,2009
|                                                   |  |              
|Cumulative foreign currency translation adjustment |  | $             | 21 |                  | $ | 17
|                                                   |  |               |    |                  |   |   
|Accumulated other comprehensive income             |  | $             | 21 |                  | $ | 17
|                                                   |  |               |    |                  |   |   

Reclassifications

Certain reclassifications have been made to the 2009 condensed consolidated financial statements to conform to the current period
presentation.



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(Unaudited)



Note 2. Sale of Assets

On April 11, 2007, Telos ID 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 Telos ID 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 Telos ID and certain private equity investors (Investors) owned 0.001% of the membership
interests of Telos ID. 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 ASC 505-10, 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 Telos ID, and therefore continue to account for the investment in Telos ID using the
consolidation method. Legal and investment banking expenses directly associated with the transaction amounted to approximately $190,000.

The Amended and Restated Operating Agreement of Telos ID (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 Telos ID. 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 Telos ID, as mentioned above, and as such is allocated 60% of the profit or loss, which was a $144,000 loss and $57,000 profit for the
quarter ended March 31, 2010 and 2009, respectively, and is entitled to appoint three members of the Board of Directors. The Class B membership unit owns 40% of Telos ID, and as such is allocated 40% of the profit or loss, which was a $96,000
loss and $38,000 profit for the quarter ended March 31, 2010 and 2009, respectively, and is entitled to appoint two members of the Board of Directors. The Class B membership unit is the non-controlling interest under a new accounting standard
issued by the FASB.

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 Telos ID membership interests. Further, subsequent to the initial eighteen month period, distributions shall be made to the members in the subsequent period only when
and to the extent determined by the Telos IDs Board of Directors, in accordance with the Operating Agreement. During the quarters ended March 31, 2010 and 2009, the Class B member received a total of $323,000 and $447,000, respectively,
of such distributions.

The following table details the changes in non-controlling interest for the three months ended
March 31, 2010 and 2009 (in thousands):



|                                              |  |                |      |   |                |   |      |  
|--------------------------------------------- |  | -------------- | ---- | - | -------------- | - | ---- | -
|                                              |  | March 31, 2010 |      |   | March 31, 2009 |  
|Non-controlling interest, beginning of period |  | $              | 328  |   |                | $ | 563  |  
|Net (loss) income                             |  |                | (96  | ) |                |   | 38   |  
|Distributions                                 |  |                | (323 | ) |                |   | (447 | )
|                                              |  |                |      |   |                |   |      |  
|                                              |  |               
|Non-controlling interest, end of period       |  | $              | (91  | ) |                | $ | 154  |  
|                                              |  |                |      |   |                |   |      |  



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Note 3. Investment in Teloworks

Effective as of 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 as of 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 period in which it was reflected, the quarter ended
March 31, 2009, as a decrease in the net loss attributable to the Company.

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 began operations in the third quarter of 2009 but has not generated significant revenue. The
results of this entity have also been consolidated.

Note 4. Investment in Enterworks

As of March 31, 2010, 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, Inc. (Enterworks) and warrants to purchase 1,785,714 underlying common stock shares, representing a fully diluted ownership percentage of 8.9% of
Enterworks. Since our initial investment in Enterworks, we accounted for our investment under the equity method of accounting, due to our significant influence on Enterworks operations through our representation on the Board of Directors.
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 to zero.

Pursuant to the amended Agreement for Services and Sublease with Enterworks, 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.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Note 5. Fair Value Measurements

The accounting standard for fair value measurements provides a framework for measuring fair value and expands disclosures about fair value
measurements. The framework requires the valuation of financial instruments 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).

As of March 31, 2010 and December 31, 2009, 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.

As of March 31, 2010 and
December 31, 2009, the carrying value of the Companys senior subordinated debt was $4.2 million. As of March 31, 2010 and December 31, 2009, the carrying value of the Companys senior redeemable preferred stock was $10.4
million and $10.3 million, respectively. Since there have been no material changes in the Companys financial condition and no material modifications to the financial instruments, the estimated fair value of these financial instruments remains
consistent with those disclosed as of December 31, 2009, adjusted for the accrual of dividends on the senior redeemable preferred stock. As of March 31, 2010 and December 31, 2009, the carrying value of the Companys public
preferred stock was $101.9 million and $101.0 million, respectively, and the estimated fair market value was $71.7 million and $63.7 million, respectively, based on quoted market prices.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Note 6. Current Liabilities and Debt Obligations

Accounts Payable and Other Accrued Payables

As of March 31, 2010 and December 31, 2009, the accounts payable and other accrued payables consisted of $18.9 million and $34.9
million, respectively, in trade account payables and $7.5 million and $26.9 million, respectively, in accrued trade payables.

Senior Revolving Credit Facility

The Company has a $25 million revolving credit facility with Wells Fargo Foothill, Inc. (Wells Fargo Foothill) which will
mature September 30, 2011 (the Facility). 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, which in general is 85% of our trade accounts receivable, as adjusted by certain reserves (as further described in the agreement governing the Facility). Pursuant to the terms of the Facility, the
interest rate is established as the Wells Fargo 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 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 LIBOR (the greater of LIBOR three business days prior to the commencement of the requested interest period or 3%), plus 4%.

As of March 31, 2010, the interest rate on the Facility was 7%. As of March 31, 2010, we had not elected the LIBOR rate option.
For the three months ended March 31, 2010 and 2009, we incurred interest expense on the Facility in the amount of $0.2 million for each period.

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 March 31, 2010, we were in compliance with the Facilitys financial covenants, including EBITDA covenants. Accordingly, the Facility is classified
as a noncurrent liability as of March 31, 2010.

At March 31, 2010 and December 31, 2009, we had outstanding
borrowings of $8.2 million and $9.2 million, respectively, and unused borrowing availability of $8.6 million and $10.6 million, respectively, on the Facility. The effective weighted average interest rates on the outstanding borrowings under the
Facility were 9.9% and 8.4% for the three months ended March 31, 2010 and 2009, 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 March 31, 2010 and December 31, 2009, if such a qualifying triggering event had occurred, the cumulative
prepayment premium would have been approximately $23.6 million and $22.7 million, respectively.

The balances of the Series B
and C Notes were $1.5 million and $2.7 million, respectively, each at March 31, 2010, and December 31, 2009. For each of the three months ended March 31, 2010 and 2009, we incurred interest expense in the amount of $0.2 million for
each period, on the Notes.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



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 |  | $              | 8,222 | 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 March 31, 2010, however, the Senior Credit Facility is a revolving credit facility with fluctuating balances
based on working capital requirements of the Company.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Warranty Liability

We provide warranty services to our customers primarily in the Secure Networks business line. The majority of our warranty services
involve contractual coverage with the Original Equipment Manufacturer (OEM) and primarily involve referrals to the OEM for service calls. Additionally, certain contracts and programs require that we provide an enhanced level of
warranty coverage. The balance of our accrued warranty liability as of March 31, 2010 and December 31, 2009 was $1.7 million.

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. Due to the terms of the Facility and other contractual restrictions, we were precluded
from making the scheduled payment. As the Senior Redeemable Preferred Stock is not due on demand, or callable, within twelve months from March 31, 2010, the remaining 18.9% is also classified as noncurrent.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



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 March 31, 2010
and December 31, 2009, cumulative undeclared, unpaid dividends relating to Senior Redeemable Preferred stock totaled $7.4 million and $7.3 million, respectively.

During the three months ended March 31, 2010 and 2009, we accrued senior redeemable preferred stock dividends of $0.1 million for
each period, which were reported as interest expense. Prior to the effective date of ASC 480-10 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 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 effective 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. 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 March 31, 2010 and December 31, 2009 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, other senior obligations, and Maryland law limitations in existence prior to October 1, 2009. 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, and restrictions and prohibitions of our Articles of Amendment and
Restatement, we were 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 condensed consolidated balance sheets as of March 31, 2010 and December 31, 2009.

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. 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 March 31, 2010. This classification is consistent with ASC 210-10 and 470-10 and the FASB ASC Master
Glossary definition of Current Liabilities.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



ASC 210-10 and the FASB ASC Master Glossary define current liabilities 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.

ASC 470-10 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. 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 $70.1 million and $69.1 million as of March 31, 2010 and
December 31, 2009, respectively.

In accordance with ASC 480-10, both the Senior Redeemable Preferred Stock and the
Public Preferred Stock have been reclassified from equity to liability. Consequently, for the quarters ended March 31, 2010 and 2009, dividends totaling $1.1 million each were accrued and reported as interest expense in the respective periods.
Prior to the effective date of ASC 480-10 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 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



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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 its 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 $101.9 million and $101.0 million for the principal amount and all accrued dividends on the Public Preferred Stock as of March 31, 2010
and December 31, 2009, respectively. This action is considered a change in assumption that results in a change in accounting estimate as defined in ASC 250-10, which sets forth guidance concerning accounting changes and error corrections.

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 months ended March 31, 2010 and 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 $0.3 million and $1.4 million income tax benefit for the three months ended March 31,
2010 and 2009, respectively.

We implemented the provisions of ASC 740 as of January 1, 2007 and determined that there
were approximately $321,000 and $316,000 of unrecognized tax benefits required to be recorded as of March 31, 2010 and December 31, 2009, respectively. 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, 2006 to 2009, has not been extended beyond applicable statute of limitations.



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Note 9. Commitments, Contingencies and Subsequent Event

Financial Condition and Liquidity

As described in Note 6  Current Liabilities and Debt Obligations, we maintain a revolving Facility with 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 Facility will be sufficient to generate adequate amounts of cash to meet our
needs for operating expenses, debt service requirements, and projected capital expenditures through the first quarter of 2011. The Facility will expire September 30, 2011. 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 $13.6 million and $14.1 million as of March 31,
2010 and December 31, 2009, respectively. 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.

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 March 31, 2010, Costa Brava owns 16.4% 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.



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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.

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 its 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.



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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 original
Complaint and 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.

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
Plaintiffs 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 service 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 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. The oral arguments
were held before the Maryland Court of Special Appeals on May 3, 2010. The court has yet to render a decision on the matter.

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.



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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.

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 the Class D Directors were entitled to documents in response to reasonable requests for information pertinent and necessary to perform their duties as members of the Board. 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 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).



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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.

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.



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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 by the Court of Special Appeals 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.

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 and, to date, has not issued a decision on the appeal.

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 injuction 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. In addition, on April 21, 2009, the Company filed a motion to dismiss the petition and to dismiss the complaint as moot. On December 30, 2009, the Court ordered that
the petition be dismissed. The Court stated the remedy of civil contempt is not appropriate upon the circumstances before the court. Plaintiffs should not be permitted to resort to this remedy when they failed to engage in good faith exchange
with defendant to address the concerns that were raised by defendant or even to acknowledge defendants response to their demands for documents. However, the Court denied the Companys motion to dismiss the complaint but stated it
would schedule a status conference at a later date to review the matter with counsel.



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On April 12, 2010, the Class D Directors filed a Motion for the Advancement of
Legal Fees and Expenses. The Class D Directors demand that the Company advance legal fees and expenses incurred in defending against the counterclaim brought by Telos. The Class D Directors allege that since they were party to a lawsuit by reason of
their service as Company board members, they should be indemnified. The Class D Directors claim that Maryland law and the Company bylaws entitle them to indemnification. In the counterclaim filed by the Company on June 27, 2008, the Company
sought a preliminary injunction to prevent further unlawful interference with the Companys relationship with the former and current outside auditors, which eventually led to the resignation of the Companys outside auditors at the time.
The Company was successful in obtaining a preliminary injunction against the Class D Directors.

The Company filed its
opposition brief on May 11, 2010. The Company states that the Plaintiffs failed to meet the basic statutory requirements of the law in seeking indemnification by failing to provide a written undertaking to repay advanced fees when it is
determined that they are not entitled to indemnification and a written affirmation of their good faith in seeking indemnification. Nevertheless the Board of Directors did consider their request at two separate board meetings. The Plaintiffs were
repeatedly asked how Mr. Hamot and Mr. Siegel could contend in good faith that their conduct necessitating the Companys counterclaim be considered conduct consistent with their fiduciary duty of loyalty to the Company and
consistent with Maryland law. The Plaintiffs failed to provide substantive answers, and subsequently the disinterested directors of the Board unanimously voted to deny the request for advancement of fees. In addition, the Company states that
the Plaintiffs are not entitled to advancement of fees under Maryland law because the Companys counterclaim was not related to the Plaintiffs status as directors. The counterclaim did not arise because of a decision, vote or other such
action taken by the Plaintiffs as a director but rather from their wrongful and tortuous interference with vital company relationships as part of an investment strategy pursued for their own benefit and in utter disregard of their status as
directors of the Company. To date, no hearing date has been set.

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 and claims. 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.

Subsequent Event

On May 17, 2010, the Company and Wells Fargo Capital Finance (formerly Wells Fargo Foothill, Inc.) amended the Wells Fargo Facility
(Facility). The amendment includes several modifications, including the extension of the Facility through May 2014, an increase in the total amount available under the Facility to $30 million, reduced fees and interest rates, and
the addition of a term loan component of $7.5 million. Concurrent with the closing of the amendment, $4.2 million of the proceeds of the term loan were paid to the holders of the Senior Subordinated Notes (Notes), in full repayment
of the principal and accrued but unpaid interest through the date of the closing. The holders of the Notes waived the prepayment premium to which the holders would have otherwise been entitled resulting from such an early repayment of the Notes.

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. 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 for the three months ended March 31, 2010 and 2009 were $69,000 and $40,000, respectively.



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##### Table of Contents

|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, 2009, as filed with the SEC.

General

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 consist of the following:



| |  |  | Secure Networks  Secure wired and wireless network solutions for DoD and 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.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Backlog

Our total backlog was $591.8 million and $675.9 million at March 31, 2010 and 2009, respectively. Backlog was $665.6 million at
December 31, 2009.

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 March 31, 2010 and 2009 was $84.4 million and $172.6 million, respectively. Funded backlog
was $156.8 million at December 31, 2009.



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##### Table of Contents

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 Telos ID
(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 months ended March 31, 2010
and 2009 are as follows:



|                                                                 |  |                             |    |  |       |   
|---------------------------------------------------------------- |  | --------------------------- | -- |  | ----- | --
|                                                                 |  | Three Months EndedMarch 31, |   
|                                                                 |  | 2010                        |    |  | 2009  |   
|                                                                 |  | (unaudited)                 |   
|Revenue                                                          |  | 100.0                       | %  |  | 100.0 | % 
|Cost of sales                                                    |  | 86.6                        |    |  | 84.1  |   
|Selling, general and administrative expenses                     |  | 11.8                        |    |  | 16.3  |   
|                                                                 |  |                             |    |  |       |   
|                                                                 |  |                            
|Operating income (loss)                                          |  | 1.6                         |    |  | (0.4  | ) 
|                                                                 |  |                            
|Interest expense, net                                            |  | (2.4                        | )  |  | (3.5  | ) 
|                                                                 |  |                             |    |  |       |   
|                                                                 |  |                            
|Loss before income taxes                                         |  | (0.8                        | )  |  | (3.9  | ) 
|Benefit for income taxes                                         |  | 0.5                         |    |  | 2.8   |   
|                                                                 |  |                             |    |  |       |   
|Net loss                                                         |  | (0.3                        | )  |  | (1.1  | ) 
|Less: Net (loss) income attributable to non-controlling interest |  | (0.1                        | )  |  | 0.1   |   
|                                                                 |  |                             |    |  |       |   
|                                                                 |  |                            
|Net loss attributable to Telos Corporation                       |  | (0.2                        | )% |  | (1.2  | )%
|                                                                 |  |                             |    |  |       |   

Revenue increased by 35.8% to $68.8 million for the first quarter of 2010, from $50.7 million for the same
period in 2009. Such increase primarily consists of an increase of $22.1 million in sales of Secure Networks solutions from the U.S. Air Force NETCENTS (Network-Centric Solutions) contract and the U.S. Army ADMC-2 contract. Product revenue increased
to $32.6 million for the first quarter of 2010 from $23.7 million for the same period in 2009, primarily attributable to an increase in sales of $12.4 million of Secure Networks solutions, offset by decreases in sales of $3.4 million of Identity
Management solutions. Services revenue increased to $36.3 million for the first quarter of 2010 from $27.0 million for the same period in 2009, primarily attributable to increases in sales of $9.7 million of Secure Networks solutions and $1.1
million of Secure Messaging solutions, offset by decreases in sales of $1.3 million of Information Assurance 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.



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Cost of sales increased by 39.8% to $59.6 million for the first quarter of 2010 from $42.6
million for the same period in 2009, primarily due to increases in revenue of $18.2 million, coupled with an increased cost of sales as a percentage of revenue of 2.5%. Cost of sales for product increased by $8.8 million, and as a percentage of
product revenue increased by 3.5%, due to decreased sales of Telos manufactured technology solutions in Secure Networks solutions. Cost of sales for services increased by $8.1 million; and as a percentage of services revenue increased by 1.4%, due
to a change in the mix of the programs and nature of certain Telos-installed solutions in Secure Networks solutions. 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 15.0% to
$9.3 million for the first quarter of 2010 from $8.1 million for the same period in 2009. Gross margin decreased to 13.4% in the first quarter of 2010, from 15.9% for the same period in 2009. Product gross margin decreased to 9.9% from 13.4% due
primarily to decreased sales of Telos manufactured technology solutions as noted above. Services gross margin decreased to 16.7% from 18.1% due primarily to a change in program mix during the period as noted above.

Selling, general, and administrative expense (SG&A) decreased by 1.1% to $8.2 million for the first quarter of 2010, from
$8.3 million for the same period in 2009, primarily attributable to decreases of $0.1 million in outside services and $0.3 million in audit fees, offset by increases of $0.2 million in labor costs.

Operating income for the first quarter of 2010 was $1.1 million, compared to $0.2 million operating loss for the same period in 2009, due
primarily to the $1.2 million increase in gross profit resulting from a change in the mix of the solutions sold, and a decrease of $0.1 million in SG&A expense as noted above.

Interest expense decreased 5.3% to $1.7 million for the first quarter of 2010, from $1.8 million for the same period in 2009, primarily
due to a decrease in interest incurred on the Facility.

Income tax benefit was $0.3 million for the first quarter of 2010,
compared to $1.4 million for the same period in 2009, which is based on the estimated annual effective tax rate applied to the pretax loss incurred for the quarter, based on our expectation of pretax income for the fiscal year.

Net loss for the first quarter of 2010 was $0.2 million, compared to $0.6 million for the same period in 2009, primarily attributable to
the increase in operating income, offset by the income tax benefit for the quarter 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 the examples described above, that could have an impact on the Facility, and therefore our
liquidity.

Cash provided by operating activities was $2.9 million for the quarter ended March 31, 2010, compared to cash
used in operating activities of $2.9 million for the same period in 2009. Cash provided by or used in operating activities is primarily driven by the Companys operating income, the timing of receipt of customer payments, and the timing of its
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 quarter ended March 31, 2009, net loss was $0.6 million
which included $1.4 million of income tax benefit.

Cash used in investing activities was approximately $0.2 million and $0.5
million for the quarter ended March 31, 2010 and 2009, respectively, due to the purchase of property and equipment.

Cash
used in financing activities for the quarter ended March 31, 2010 was $2.6 million, compared to cash provided by financing activities of $3.5 million for the same period in 2009, primarily attributable to net repayments to the Facility for the
quarter ended March 31, 2010, and net borrowings from the Facility for the quarter ended March 31, 2009.

We believe
that available cash and borrowings under the Facility will be sufficient to meet our needs for operating expenses, debt service requirements, and projected capital expenditures for the foreseeable future. The Facility will expire September 30,
2011. 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 $13.6 million as of March 31, 2010 and $14.1 million as of December 31, 2009. 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

The Company has a $25 million revolving credit facility with Wells Fargo Foothill, Inc. (Wells Fargo Foothill) which will
mature September 30, 2011 (the Facility). 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, which in general is 85% of our trade accounts receivable, as adjusted by certain reserves (as further described in the agreement governing the Facility). Pursuant to the terms of the Facility, the
interest rate is established as the Wells Fargo 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 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 LIBOR (the greater of LIBOR three business days prior to the commencement of the requested interest period or 3%), plus 4%.

As of March 31, 2010, the interest rate on the Facility was 7%. As of March 31, 2010, we had not elected the LIBOR rate option.
For the three months ended March 31, 2010 and 2009, we incurred interest expense on the Facility in the amount of $0.2 million for each period.

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 March 31, 2010, we were in compliance with the Facilitys financial covenants, including EBITDA covenants. Accordingly, the Facility is classified
as a noncurrent liability as of March 31, 2010.

At March 31, 2010 and December 31, 2009, we had outstanding
borrowings of $8.2 million and $9.2 million, respectively, and unused borrowing availability of $8.6 million and $10.6 million, respectively, on the Facility. The effective weighted average interest rates on the outstanding borrowings under the
Facility were 9.9% and 8.4% for the three months ended March 31, 2010 and 2009, 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 10.3% and 13.8% for the three months ended March 31, 2010 and 2009, 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 March 31, 2010 and December 31, 2009, if such a qualifying triggering event had occurred, the cumulative prepayment premium would have been
approximately $23.6 million and $22.7 million, respectively.

The balances of the Series B and C Notes were $1.5 million and
$2.7 million, respectively, each at March 31, 2010, and December 31, 2009. For each of the three months ended March 31, 2010 and 2009, we incurred interest expense in the amount of $0.2 million, on the Notes.



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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 14.125% and 12%, respectively. 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 $112.3 million and $111.3 million at March 31, 2010 and December 31, 2009, respectively. During the first three months of 2010 and 2009, we
recorded $1.1 million of dividends for each period 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 .06%, respectively, of the Senior Redeemable Preferred Stock, also extended the maturity of their instruments to December 31, 2011. Accordingly, due to the terms of the Facility agreement and other contractual
restrictions, we are precluded from making the scheduled payment. As the Senior Redeemable Preferred Stock is not due on demand, or callable, within twelve months from March 31, 2010, the remaining 18.9% is also classified as noncurrent.

Public Preferred Stock

Redemption Provisions

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, 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, other senior obligations and Maryland law limitations in existence prior to October 1, 2009. 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, and
restrictions and prohibitions of our Charter, we were 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, we have classified these securities as noncurrent liabilities in the balance sheet as of March 31, 2010 and December 31,
2009.

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. We continue to actively rely upon the Facility and expect to continue to do so until the
Facility expires on September 30, 2011.

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. 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 December 31, 2009. This classification is
consistent with ASC 210-10 and 470-10 and the FASB ASC Master Glossary definition of Current Liabilities.



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ASC 210-10 and the FASB ASC Master Glossary define current liabilities 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.

ASC 470-10 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.

Dividend Provisions

We pay dividends on the Public Preferred Stock when and if declared by the Board of Directors. 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 $70.1 million and $69.1 million as of March 31, 2010 and December 31, 2009, respectively.

In accordance with ASC 480-10, both the Senior Redeemable Preferred Stock and the Public Preferred Stock have been
reclassified from equity to liability. Consequently, for the quarters ended March 31, 2010 and 2009, dividends totaling $1.1 million each were accrued and reported as interest expense in the respective periods. Prior to the effective date of
ASC 480-10 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 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



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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 its 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 $101.9 million and $101.0 million for the principal amount and all accrued dividends on the Public Preferred Stock as of March 31, 2010
and December 31, 2009, respectively. This action is considered a change in assumption that results in a change in accounting estimate as defined in ASC 250-10, which sets forth guidance concerning accounting changes and error corrections.

Borrowing Capacity

At March 31, 2010, we had outstanding debt and long-term obligations of $131.4 million, consisting of $8.2 million under the
Facility, $4.2 million in subordinated debt, $6.7 million in capital lease obligations and $112.3 million in redeemable preferred stock classified as liability pursuant to ASC 480-10.

We believe that available cash and borrowings under the 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 2010. The Facility will expire September 30, 2011. 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. 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.



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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, 2009 as filed with the SEC on March 31, 2010.



|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 7%. The effective weighted average interest rates on the outstanding borrowings under the Facility were 9.9% and 8.4% for the three months ended March 31, 2010 and 2009, respectively. The Facility had an outstanding balance of
$8.2 million at March 31, 2010.



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

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2010, 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 March 31, 2010 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 first quarter of 2010 in our risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009.



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##### Table of Contents

|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 March 31, 2010, total
undeclared unpaid dividends accrued for financial reporting purposes are $7.4 million for the Senior Redeemable 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. Due to our current financial position and the terms of the Facility and other contractual restrictions, we are precluded 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 Public 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, 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 $70.1 million in cash dividends as of March 31, 2010 and $69.1 million as of December 31, 2009.

Since 1991, we have not declared or paid any dividends on the 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, other senior obligations, and Maryland law limitations in existence prior to October 1, 2009. 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, and restrictions and prohibitions of our Articles of Amendment and
Restatement, we were 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. We have therefore classified these securities as noncurrent liabilities in the condensed consolidated balance sheets as of March 31, 2010 and December 31, 2009.



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##### Table of Contents

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



|               |  |                                                                                                                       
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description of Exhibit                                                                                                
|               | 
|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



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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 17, 2010 |  |  |  | TELOS CORPORATION      
|                   |  | 
|                   |  |  |  | /S/    JOHN B.
WOOD    
|                   |  |  |  | John B. Wood           
|                   |  |  |  | Chief Executive Officer
|                   |  | 
|                   |  |  |  | /S/    MICHELE
NAKAZAWA
|                   |  |  |  | Michele Nakazawa       
|                   |  |  |  | Chief Financial Officer



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