SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 10, 2022
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
19886 Ashburn Road,
|(Address of principal executive offices)||(Zip Code)|
|(Registrant’s telephone number, including area code)|
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading symbol||Name of each exchange on which registered|
|Common stock, $0.001 par value per share||TLS||The Nasdaq Stock Market LLC|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On Tuesday, May 10, 2022, Telos Corporation (the “Company”) issued a press release reporting certain financial results of the Company for the three months ended March 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Company’s press release contains non-GAAP financial measures. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Disclosure regarding definitions of these measures used by the Company and why the Company’s management believes the measures provide useful information to investors is also included in the press release.
The Company will conduct a conference call to discuss its financial results on Tuesday, May 10, 2022, at 8:30 a.m., Eastern Time.
The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 of this Current Report on Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
S I G N A T U R E S
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 hereunto duly authorized.
|By:||/s/ Mark Bendza|
|Chief Financial Officer|
Date: May 10, 2022
Telos Corporation Announces First Quarter Results:
Delivers $50.2 Million of Revenue and Expands Gross Margin by Over 1,100 Basis Points Year over Year; Turns Cash Flow Positive for the Trailing Twelve Month Period
–Delivers Revenue of $50.2 Million, Above High End of Guidance Range
–Increased Gross Profit 30% Year over Year to $18.9 Million; Expanded Gross Margin Over 1,100 Basis Points Year over Year to 37.6%
–Generated $14.4 Million of Cash Flow from Operations and $0.5 Million of Free Cash Flow for the Trailing Twelve-Month Period
–Reaffirming Full Year Guidance
Ashburn, Va. – May 10, 2022 – Telos® Corporation (NASDAQ: TLS), a leading provider of cyber, cloud and enterprise security solutions for the world’s most security-conscious organizations, today announced financial results for the first quarter 2022.
“We delivered $50.2 million of revenue in the first quarter of 2022, above the high end of our guidance range,” said John B. Wood, chairman and CEO, Telos. “Compared to the first quarter of 2021, we increased gross profit 30%, expanded gross margin by over 1,100 basis points, improved cash flow from operations by $7.1 million and free cash flow by $6.4 million. Additionally, we announced the launch of a new capability, Telos Advanced Cyber Analytics. I am pleased with our results and look forward to continued performance in 2022.”
First Quarter 2022 Financial Highlights (in millions, except per share data)
|1Q 2022||1Q 2021|
|GAAP Net Loss||$(15.0)||$(14.8)|
Adjusted Net Loss 1
|GAAP Net Loss per Share Attributable to Telos Corporation, Diluted||$(0.22)||$(0.23)|
Adjusted EPS 1
|Weighted-average Shares of Common Stock Outstanding, Diluted||67.6||64.6|
|Cash Flow from Operations||$0.2||$(6.9)|
Free Cash Flow 1
1 Adjusted EBITDA, Enterprise EBITDA, Adjusted Net Loss, Adjusted EPS and Free Cash Flow are non-GAAP financial measures. Refer to "Non-GAAP Financial Measures" below.
Selected First Quarter Business Highlights:
Telos Advanced Cyber Analytics (Telos ACA) Solution Launch
•Telos ACA offers unique capabilities that will address critical, unmet needs within today’s cybersecurity environment. With Telos ACA, customers can,
•In near real-time:
▪Detect malicious activity,
▪Uncover and identify previously unknown attacks and new malicious behavior, and
▪Enhance network protections.
•Over the near term:
▪Attribute and geolocate malicious cyber activities, and
▪Assist in the attribution of events of concern with actionable information.
•Telos ACA provides the C-Suite with sophisticated capabilities and comprehensive analytics with minimal financial and technical barriers to adoption.
New Business Activities
•Telos received several key new wins and renewals including the U.S. Air Force, the U.S. State Department, EY, Amazon Web Services, the National Geospatial-Intelligence Agency and the National Security Agency, among others. Additionally, the Company began a new relationship with a foreign government customer to implement and utilize Xacta.
•The Company announced a partnership with Carahsoft Technology Corporation, the Trusted Government IT Solutions Provider®, to extend the reach of Telos’ security solutions to the public sector. Under the agreement, Carahsoft will serve as one of Telos’ public sector solutions distributors, making the Company’s industry-leading virtual obfuscation network-as-a-service, cyber risk management and compliance automation tools available to federal agencies, as well as the state, local and education markets.
Full Year 20222
|Revenue||$50 - $54 Million||$226 - $257 Million|
|YoY Growth||(7%) – 1%||(7%) - 6%|
|($2.0) - $2.0 Million||$21 - $28 Million|
1 Adjusted EBITDA is a non-GAAP financial measure. Refer to "Non-GAAP Financial Measures" below.
2 2Q 2022 guidance does not include revenue from the TSA PreCheck program. Full year 2022 guidance includes $31 million of gross revenue or $12 million of net revenue from the TSA PreCheck program in the high end of guidance.
This guidance consists of forward-looking statements and actual results may differ materially. Refer to the Forward-Looking Statements section below for information on the factors that could cause the Company’s actual results to differ materially from these forward-looking statements. Adjusted EBITDA is a non-GAAP financial measure. The Company has not provided the most directly comparable GAAP measure to this forward-looking non-GAAP financial measure because certain items are out of the Company’s control or cannot be reasonably predicted. Accordingly, a reconciliation for forward-looking Adjusted EBITDA is not available without unreasonable effort.
Telos will host a live webcast to discuss its first quarter 2022 financial results at 8:30 a.m. Eastern Time today, May 10, 2022. To access the webcast, visit https://edge.media-server.com/mmc/p/m9gpyrm4. Related presentation materials will be made available on the Investors section of the Company’s website at https://investors.telos.com. In addition, an archived webcast will be available approximately two hours after the conclusion of the live event on the Investors section of the Company’s website.
This press release contains forward-looking statements which are made under the safe harbor provisions of the federal securities laws. These statements are based on the Company’s management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to them. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company believes that these risks and uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth from time to time in the Company’s filings and reports with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2021 and its Quarterly Reports on Form 10-Q, as well as future filings and reports by the Company, copies of which are available at https://investors.telos.com and on the SEC’s website at www.sec.gov.
Although the Company bases these forward-looking statements on assumptions that they believe are reasonable when made, they caution the reader that forward-looking statements are not guarantees of future performance and that the Company’s actual results of operations, financial condition and liquidity, and industry developments may differ materially from statements made in or suggested by the forward-looking statements contained in this release. Given these risks, uncertainties and other factors, many of which are beyond its control, the Company cautions the reader not to place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date of such statement and, except as required by law, the Company undertakes no obligation to update any forward-looking statement publicly, or to revise any forward-looking statement to reflect events or developments occurring after the date of the statement, even if new information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.
Non-GAAP Financial Measures
In addition to Telos’ results determined in accordance with U.S. GAAP, Telos believes the non-GAAP financial measures of Enterprise EBITDA, Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Earnings Per Share ("EPS") and Free Cash Flow are useful in evaluating operating performance. Telos believes that this non-GAAP financial information, when taken collectively with GAAP results, may be helpful to readers of the financial statements because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. A reconciliation is provided below for each of these non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP.
The Company used the following non-GAAP financial measures were used to understand and evaluate Telos’ core operating performance and trends, to prepare and approve the Company’s annual budget, to develop short-term and long-term operating plans, and to evaluate the performance of certain management personnel when determining incentive compensation. Telos believes these non-GAAP financial measures facilitate the comparison of the Company’s operating performance on a consistent basis between periods by excluding certain items that may, or could, have a disproportionately positive or negative impact on the Company’s results of operations in any particular period. When viewed in combination with the Company’s results prepared in accordance with GAAP, these non-GAAP financial measures help provide a broader picture of factors and trends affecting the Company’s results of operations.
Enterprise EBITDA, Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS and Free Cash Flow are supplemental measures of operating performance that are not made under GAAP and do not represent, and should not be considered as an alternative to, net income (loss), earnings per share or net cash flows provided by operating activities, as determined by GAAP.
The Company defines Enterprise EBITDA as net (loss) income attributable to Telos Corporation, adjusted for net income attributable to non-controlling interest, non-operating (income) expense, interest expense, provision for (benefit from) income taxes, and depreciation and amortization. The Company defines Adjusted EBITDA as Enterprise EBITDA, adjusted for transaction gains/losses/expenses related to the Company's IPO and stock-based compensation expense. The Company defines Adjusted Net Income (Loss) as net income (loss) attributable to Telos Corporation, adjusted for non-operating expense (income), transaction-related gains/losses/expenses, and stock-based compensation expense. The Company defines Adjusted EPS as Adjusted Net Income (Loss) divided by the weighted-average number of common shares outstanding for the period. Free cash flow is defined as net cash provided by or used in operating activities, less purchases of property and equipment and capitalized software development costs.
Each of Enterprise EBITDA, Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS and Free Cash Flow has limitations as an analytical tool, and you should not consider any of them in isolation, or as a substitute for analysis of results as reported under GAAP. Among other limitations, each of Enterprise EBITDA, Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS and Free Cash Flow does not reflect future requirements for capital expenditures or contractual commitments, does not reflect the impact of certain cash charges resulting from matters considered not to be indicative of ongoing operations, and does not reflect income tax expense or benefit. Other companies in the Company’s industry may calculate Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS and Free Cash Flow differently than Telos does, which limits its usefulness as a comparative measure. Because of these limitations, neither Enterprise EBITDA, Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS nor Free Cash Flow should be considered as a replacement for net income (loss), earnings per share or net cash flows provided by operating activities, as determined by GAAP, or as a measure of profitability. Telos compensates for these limitations by relying primarily on the Company’s GAAP results and using non-GAAP measures only for supplemental purposes.
About Telos Corporation
Telos Corporation (NASDAQ: TLS) empowers and protects the world’s most security-conscious organizations with solutions for continuous security assurance of individuals, systems, and information. Telos’ offerings include cybersecurity solutions for IT risk management and information security; cloud security solutions to protect cloud-based assets and enable continuous compliance with industry and government security standards; and enterprise security solutions for identity and access management, secure mobility, organizational messaging, and network management and defense. The Company serves commercial enterprises, regulated industries and government customers around the world.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except earnings per share data)
|Three Months Ended March 31,|
|Services||$||48,108 ||$||52,058 |
|Products||2,052 ||3,699 |
|50,160 ||55,757 |
|Costs and expenses|
|Cost of sales - Services||29,731 ||39,490 |
|Cost of sales - Products||1,558 ||1,798 |
|31,289 ||41,288 |
|Selling, general and administrative expenses|
|Sales and marketing||5,252 ||3,826 |
|Research and development||5,430 ||4,061 |
|General and administrative||22,923 ||20,076 |
|33,605 ||27,963 |
|Other income (expense)|
|Other income (expense)||12 ||(1,054)|
|Loss before income taxes||(14,912)||(14,744)|
|Provision for income taxes ||(71)||(34)|
|Net loss per share, basic||$||(0.22)||$||(0.23)|
|Net loss per share, diluted||$||(0.22)||$||(0.23)|
|Weighted-average number of common shares outstanding, basic||67,559 ||64,625 |
|Weighted-average number of common shares outstanding, diluted||67,559 ||64,625 |
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share and par value data)
|March 31, 2022||December 31, 2021|
|Cash and cash equivalents||$||120,233 ||$||126,562 |
Accounts receivable, net of reserve of $211 and $116, respectively
|57,734 ||59,844 |
Inventories, net of obsolescence reserve of $773 and $861, respectively
|2,097 ||1,247 |
|Prepaid expenses||4,898 ||3,329 |
|Other current assets||2,773 ||732 |
|Total current assets||187,735 ||191,714 |
Property and equipment, net of accumulated depreciation and amortization of $34,826 and $34,057, respectively
|14,823 ||15,141 |
|Operating lease right-of-use assets||705 ||852 |
|Goodwill||17,922 ||17,922 |
|Intangible assets, net||21,613 ||19,199 |
|Other assets||1,223 ||1,253 |
|Total assets||$||244,021 ||$||246,081 |
|LIABILITIES AND STOCKHOLDERS’ EQUITY|
|Accounts payable and other accrued liabilities||35,223 ||34,548 |
Accrued compensation and benefits
|8,702 ||6,557 |
|Contract liabilities||7,036 ||6,381 |
|Finance lease obligations – short-term||1,493 ||1,461 |
|Operating lease obligations – short-term||517 ||564 |
|Other current liabilities||2,082 ||1,430 |
|Total current liabilities||55,053 ||50,941 |
|Finance lease obligations – long-term||12,457 ||12,840 |
|Operating lease liabilities – long-term||275 ||388 |
|Deferred income taxes||735 ||723 |
|Other liabilities||440 ||935 |
|Total liabilities||68,960 ||65,827 |
|Commitments and contingencies|
Common stock, $0.001 par value, 250,000,000 shares authorized, 67,867,500 shares and 66,767,450 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
|106 ||105 |
|Additional paid-in capital||376,913 ||367,153 |
|Accumulated other comprehensive income||2 ||(27)|
|Total stockholders’ equity||175,061 ||180,254 |
|Total liabilities and stockholders’ equity||$||244,021 ||$||246,081 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
|Three Months Ended March 31,|
|Adjustments to reconcile net loss to cash provided by (used in) operating activities:|
|Stock-based compensation||14,298 ||13,670 |
|Depreciation and amortization||1,405 ||1,360 |
|Deferred income tax provision||12 ||9 |
|Accretion of discount on acquisition holdback||12 ||— |
|Other noncash items||7 ||5 |
|Changes in other operating assets and liabilities||(502)||(7,148)|
|Cash provided by (used in) operating activities||249 ||(6,882)|
|Capitalized software development costs||(2,795)||(2,165)|
|Purchases of property and equipment||(546)||(480)|
|Cash used in investing activities||(3,341)||(2,645)|
|Payments under finance lease obligations||(351)||(321)|
|Payment of tax withholding related to net share settlement of equity awards||(2,886)||— |
|Distribution to Telos ID Class B member - non-controlling interest||— ||(2,436)|
|Cash used in financing activities||(3,237)||(2,757)|
|Decrease in cash and cash equivalents||(6,329)||(12,284)|
|Cash and cash equivalents, beginning of period||126,562 ||106,045 |
|Cash and cash equivalents, end of period||$||120,233 ||$||93,761 |
|Supplemental disclosures of cash flow information:|
Cash paid during the period for:
|Interest||$||179 ||$||196 |
|Supplemental disclosures of non-cash investing activity:|
|Operating lease ROU assets obtained in exchange for operating lease liabilities||$||147 ||$||160 |
Enterprise EBITDA and Adjusted EBITDA (Unaudited, amounts in thousands)
|Three Months Ended March 31,|
|Non-operating (income) expense||(12)||1,054 |
|Interest expense||190 ||196 |
|Provision for income taxes||71 ||34 |
|Depreciation and amortization||1,405 ||1,360 |
Stock-based compensation expense (1)
|$||14,298 ||$||13,670 |
|Adjusted EBITDA||$||969 ||$||1,536 |
(1) The Stock-based Compensation adjustment to EBITDA as of March 31, 2022 is made up of $12.6 million stock-based compensation expense for the awarded RSUs and PSUs, and $1.7 million of other sources of stock-based compensation expense. The other sources of stock-based compensation consists of accrued compensation, which the Company intends to settle in shares of the Company's common stock. However, it is the Company’s discretion as to whether this compensation will ultimately be paid in stock or cash. The Company has the right to dictate the form of these payments up until the date at which they are paid. Any change to the expected payment form would result in out of quarter adjustments to this add back to Adjusted EBITDA.
Adjusted Net Income (Loss) and Adjusted EPS (Unaudited)
|Three Months Ended March 31, 2022||Three Months Ended March 31, 2021|
|Net Loss||Diluted Earnings Per Share||Net Loss||Diluted Earnings Per Share|
|(in thousands)||(in thousands)|
|Reported GAAP measure||$||(14,983)||$||(0.22)||$||(14,778)||$||(0.23)|
|Non-operating (income) expense||(12)||— ||1,054 ||0.02 |
Stock-based compensation expense (2)
|14,298 ||0.21 ||13,670 ||0.21 |
|Adjusted non-GAAP measure||$||(697)||$||(0.01)||$||(54)||$||— |
|Weighted-average shares of common stock outstanding||67,559 ||64,625 |
(2) The Stock-based Compensation adjustment to Net Loss as of March 31, 2022 is made up of $12.6 million stock-based compensation expense for the awarded RSUs and PSUs, and $1.7 million of other sources of stock-based compensation expense. The other sources of stock-based compensation consist of accrued compensation, which the Company intends to settle in shares of the Company’s common stock. However, it is the Company's discretion as to whether this compensation will ultimately be paid in stock or cash. The Company has the right to dictate the form of these payments up until the date at which they are paid. Any change to the expected form of payment would result in out of quarter adjustments to this add back to Adjusted Net Loss.
Free Cash Flow (Unaudited, amounts in thousands)
|Three Months Ended March 31,|
|Net cash flows provided by (used in) operating activities||$||249 ||$||(6,882)|
|Purchases of property and equipment||(546)||(480)|
|Capitalized software development costs||(2,795)||(2,165)|
|Free cash flow||$||(3,092)||$||(9,527)|
Trailing 12 Months Free Cash Flow (Unaudited, amounts in thousands)
|Net income (loss)||$||3,072 ||$||2,494 ||$||2,735 ||$||(14,778)||$||(17,644)||$||(5,222)||$||(5,490)||$||(14,983)|
|Stock-based compensation||— ||4 ||— ||13,670 ||21,336 ||12,372 ||12,853 ||14,298 |
|Subtotal||3,072 ||2,498 ||2,735 ||(1,108)||3,692 ||7,150 ||7,363 ||(685)|
|Dividends from preferred stock recorded as interest expense||955 ||956 ||517 ||— ||— ||— ||— ||— |
|Depreciation and amortization||1,345 ||1,284 ||1,335 ||1,360 ||1,404 ||1,459 ||1,401 ||1,405 |
|Change in WC, taxes and non-cash items||(6,276)||6,380 ||(18,648)||(7,134)||(1,568)||4,382 ||(11,139)||(471)|
|Cash flow from operating activities||(904)||11,118 ||(14,061)||(6,882)||3,528 ||12,991 ||(2,375)||249 |
|Capitalization of software development||(1,652)||(2,300)||(1,222)||(2,165)||(1,498)||(3,009)||(3,296)||(2,795)|
|Purchases of property and equipment||(122)||(292)||(156)||(480)||(590)||(575)||(1,556)||(546)|
|CAPEX - (outflow) inflow||(1,774)||(2,592)||(1,378)||(2,645)||(2,088)||(3,584)||(4,852)||(3,341)|
|Free cash flow ||$||(2,678)||$||8,526 ||$||(15,439)||$||(9,527)||$||1,440 ||$||9,407 ||$||(7,227)||$||(3,092)|
|Trailing 12 months free cash flow||$||(19,118)||$||(15,000)||$||(14,119)||$||(5,907)||$||528 |