tls-20230316
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 16, 2023
Date of Report (Date of earliest event reported)

TELOS CORPORATION
(Exact name of registrant as specified in its charter)
Maryland001-0844352-0880974
(State or other jurisdiction of incorporation)(Commission File Number)(IRS 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)
NOT APPLICABLE
(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 classTrading symbolName of each exchange on which registered
Common stock, $0.001 par value per shareTLSThe 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.  ☐

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Item 2.02.    Results of Operations and Financial Condition.
On Thursday, March 16, 2023, Telos Corporation (the “Company”) issued a press release reporting certain financial results of the Company for the quarter and year ended December 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 Thursday, March 16, 2023, 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.
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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.

TELOS CORPORATION
By:/s/ Mark Bendza
Mark Bendza
Chief Financial Officer
Date:  March 16, 2023
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Document

Exhibit 99.1
Telos Corporation Announces Fourth Quarter Results: Delivers $47.3 Million of Revenue and 38.6% Gross Margin
Delivered Quarterly Revenue of $47.3 Million and Full Year Revenue of $216.9 Million
Expanded Quarterly Gross Margin by 95 Basis Points to 38.6% and Full Year Gross Margin by 96 Basis Points to 36.4%
Generated Full Year Cash Flow from Operations of $16.5 Million and Free Cash Flow of $11.2 Million; Deployed $11.3 Million to Share Repurchases During 2022
Forecasts Lower Revenues in 2023; Hired Two New Senior Leaders Focused on Growth and Customer Solutions

Ashburn, Va. – March 16, 2023 – 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 fourth quarter and full year 2022.
“We delivered $47.3 million of revenue in the fourth quarter of 2022, and expanded gross margin 95 basis points to 38.6%, resulting in a $14.2 million GAAP net loss and $5.4 million of Adjusted EBITDA,” said John B. Wood, chairman and CEO, Telos. “However, the wind-down of large programs coming to completion in Secure Networks, insufficient new business wins in 2022, and meaningful revenue reductions on some ongoing programs will weigh heavily on 2023 performance. 2023 will be a transition year focused on generating new business wins for 2024 and beyond. The Board and I are fully aligned and focused on streamlining our operations and rebuilding and growing our revenue base.”












Fourth Quarter 2022 Financial Highlights (in millions, except per share data)
4Q 20224Q 2021
Revenue$47.3$64.1
Gross Profit$18.3$24.1
Gross Margin38.6%37.7%
GAAP Net Loss($14.2)($5.5)
GAAP Net Loss Margin(30.0)%(8.6)%
Adjusted Net Income 1
$3.7$7.3
EBITDA1
($13.2)($4.0)
Adjusted EBITDA1
$5.4$8.8
Adjusted EBITDA Margin1
11.4%13.8%
GAAP Net Loss per Share, Diluted($0.21)($0.08)
Adjusted EPS 1
$0.05$0.11
Weighted-average Shares of Common Stock Outstanding, Diluted67.366.8
Cash Flow from Operations($3.6)($2.4)
Free Cash Flow 1
$0.5($7.2)
1 Adjusted EBITDA, Adjusted EBITDA Margin, EBITDA, Adjusted Net Income, Adjusted EPS and Free Cash Flow are non-GAAP financial measures. Refer to "Non-GAAP Financial Measures" below.

Leadership Update:
Telos announces the addition of two senior leaders to drive the Company’s growth and customer solutions capabilities:
Josh Salmanson, senior vice president of Technology Solutions, will lead the newly established Technology Solutions organization, where he will be responsible for driving the development of innovative customer solutions. Salmanson has nearly 30 years of experience as a senior cyber and information technology executive, and a record of success leading technology and solutions for companies serving commercial and government customers.
Lee Canterbury, vice president of Corporate Growth, will lead the newly consolidated Growth organization and oversee all business generation activities across the Company. Canterbury brings over 35 years of experience successfully implementing business development strategies for companies serving commercial and government customers.






Financial Outlook:
1Q 2023Full Year 2023
Revenue$30 - $33 Million$115 - $140 Million
YoY Growth(40%) - (34%)(47%) - (35%)
Adjusted EBITDA1
($6.5) - ($4.5) Million($27) - ($17) Million
1Adjusted EBITDA is a non-GAAP financial measure. Refer to "Non-GAAP Financial Measures" below

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.

Webcast Information
Telos will host a live webcast to discuss its fourth quarter and full year 2022 financial results at 8:30 a.m. Eastern Time today, March
16, 2023. To access the webcast, visit https://register.vevent.com/register/BI1dff1c445cdd4159b141ba5385d8ca6a. 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.

Forward-Looking Statements
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, 2022 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 its management believes are reasonable when made, the Company cautions 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 EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, 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 uses the following non-GAAP financial measures (a) to understand and evaluate Telos’ core operating performance and trends, (b) to prepare and approve the Company’s annual budget, (c) to develop short-term and long-term operating plans, and (d) 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.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, 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), Net Income (Loss) Margin, Earnings per Share, or Net Cash Flows provided by operating activities, as determined by GAAP.

The Company defines EBITDA as net (loss)/income, adjusted for non-operating expense/(income), interest expense, provision for/(benefit from) income taxes, and depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA, adjusted for restructuring expenses and stock-based compensation expense. The Company defines Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of total revenue. The Company defines Adjusted Net Income/(Loss) as net income/(loss), adjusted for non-operating expense/(income), restructuring 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, plus net cash proceeds from resale of software under other financing obligations.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income/(Loss), Adjusted EPS and Free Cash Flow each 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,



EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted EPS and Free Cash Flow each does not reflect our cash expenditures, or 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 EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, 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 EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income/(Loss), Adjusted EPS nor Free Cash Flow should be considered as a replacement for Net Income/ (Loss), Net Income/(Loss) Margin, 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.
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Media:
media@telos.com
Investors:
InvestorRelations@telos.com




TELOS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended December 31,For the Year Ended December 31,
2022202120222021
(in thousands, except per share amounts)
   Revenue – services$39,059 $57,532 192,742 221,548 
   Revenue – products8,284 6,519 24,145 20,885 
Total revenue47,343 64,051 216,887 242,433 
   Cost of sales – services23,421 35,121 121,334 143,357 
   Cost of sales – products5,624 4,781 16,510 13,047 
Total cost of sales29,045 39,902 137,844 156,404 
Gross profit18,298 24,149 79,043 86,029 
Selling, general and administrative expenses:
   Sales and marketing3,547 5,423 16,582 19,655 
   Research and development3,018 4,845 16,918 19,096 
   General and administrative26,396 19,292 99,393 88,742 
Total selling, general and administrative expenses32,961 29,560 132,893 127,493 
Operating loss(14,663)(5,411)(53,850)(41,464)
   Other income/(expense)702 81 1,350 (921)
   Interest expense(316)(194)(874)(777)
Loss before income taxes(14,277)(5,524)(53,374)(43,162)
Benefit from/(provision for) income taxes79 $34 (54)28 
Net loss(14,198)(5,490)(53,428)(43,134)
Net loss per share:
   Basic$(0.21)$(0.08)$(0.79)$(0.65)
   Diluted$(0.21)$(0.08)$(0.79)$(0.65)
Weighted-average share outstanding:
   Basic67,313 66,756 67,559 66,374 
   Diluted67,313 66,756 67,559 66,374 








TELOS CORPORATION
CONSOLIDATED BALANCE SHEETS
As of December 31,
20222021
(in thousands, except per share and share data)
Assets:
   Cash and cash equivalents$119,305 $126,562 
   Accounts receivable, net40,069 59,844 
   Inventories, net2,877 1,247 
   Prepaid expenses4,819 3,329 
   Other current assets893 732 
      Total current assets167,963 191,714 
Property and equipment, net4,787 6,088 
Finance lease right-of-use assets, net7,832 9,053 
Operating lease right-of-use assets341 852 
Goodwill 17,922 17,922 
Intangible assets, net37,415 19,199 
Other assets1,137 1,253 
      Total assets$237,397 $246,081 
Liabilities and Stockholders' Equity:
Liabilities:
   Accounts payable and other accrued liabilities $22,551 $34,548 
   Accrued compensation and benefits8,388 6,557 
   Contract liabilities6,444 6,381 
   Finance lease obligations – current portion1,592 1,461 
   Operating lease obligations – current portion361 564 
Other financing obligations – current portion1,247 — 
   Other current liabilities4,919 1,430 
      Total current liabilities45,502 50,941 
   Finance lease obligations – non-current portion11,248 12,840 
   Operating lease obligations – non-current portion27 388 
Other financing obligations – non-current portion7,211 — 
   Deferred income taxes758 723 
   Other liabilities297 935 
      Total liabilities65,043 65,827 
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par value, 250,000,000 shares authorized, 67,431,632 shares and 66,767,450 shares issued and outstanding as of December 31, 2022 and 2021, respectively
106 105 
   Additional paid-in capital412,708 367,153 
   Accumulated other comprehensive loss(55)(27)
   Accumulated deficit(240,405)(186,977)
      Total stockholders' equity172,354 180,254 
      Total liabilities and stockholders' equity$237,397 $246,081 












TELOS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended December 31,For the Year Ended December 31,
2022202120222021
(in thousands)
Cash flows from operating activities:
Net loss$(14,198)$(5,490)$(53,428)$(43,134)
Adjustments to reconcile net loss to cash provided by/(used in) operating activities:
Stock-based compensation15,817 12,853 64,660 60,231 
Depreciation and amortization1,463 1,401 5,890 5,624 
Provision for doubtful accounts— 99 
Provision for deferred income tax10 42 35 70 
Loss on disposal of fixed assets— 
Accretion of discount on acquisition holdback12 12 48 19 
Changes in other operating assets and liabilities:
Accounts receivable10,912 (10,085)19,675 (28,937)
Inventories1,799 778 (1,630)2,064 
Intangible assets - software held for resale(7,120)— (7,120)— 
Prepaid expenses, other current assets and other assets1,237 2,274 (1,249)(982)
Accounts payable and other accrued payables(14,957)344 (12,322)16,086 
Accrued compensation and benefits(688)(1,398)(317)(1,917)
Contract liabilities(508)(852)63 727 
Other current liabilities and other liabilities2,607 (2,254)2,100 (2,602)
Net cash (used in)/provided by operating activities(3,610)(2,375)16,508 7,262 
Cash flows from investing activities:
Capitalized software development costs(4,128)(3,296)(12,708)(9,968)
Purchases of property and equipment(194)(1,556)(1,009)(3,201)
Cash paid for acquisition— — (5,925)
Net cash used in investing activities(4,322)(4,852)(13,717)(19,094)
Cash flows from financing activities:
Payments under finance lease obligations(378)(346)(1,461)(1,339)
Repurchase of common stock(3,542)— (11,145)(1,251)
Payment of tax withholding related to net share settlement of equity awards(2,536)— (5,671)— 
Payments for debt issuance costs(95)— (95)— 
Proceeds from other financing obligations9,092 — 9,092 — 
Payments of other financing obligations(635)— (635)— 
Proceeds from issuance of common stock, net of issuance costs— — — 64,269 
Repurchase of outstanding warrants— — — (26,894)
Distributions to Telos ID Class B member – non-controlling interest— — — (2,436)
Net cash provided by/(used in) financing activities1,906 (346)(9,915)32,349 
Net change in cash, cash equivalents, and restricted cash(6,026)(7,573)(7,124)20,517 
Cash, cash equivalents and restricted cash, beginning of period125,464 134,135 126,562 106,045 
Cash, cash equivalents and restricted cash, end of period$119,438 $126,562 $119,438 $126,562 



Non-GAAP Financial Measures (Unaudited)
Reconciliation of Net Loss to Non-GAAP EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
For the Three Months Ended December 31,For the Year Ended December 31,
2022202120222021
AmountMarginAmountMarginAmountMarginAmountMargin
(dollars in thousands)
Net loss$(14,198)(30.0)%$(5,490)(8.6)%$(53,428)(24.6)%$(43,134)(17.8)%
Other (income)/expense(702)(1.5)%(81)(0.1)%(1,350)(0.6)%921 0.4 %
Interest expense316 0.7 %194 0.3 %874 0.4 %777 0.3 %
Provision for/(benefit from) income taxes(79)(0.2)%(34)(0.1)%54 — %(28)— %
Depreciation and amortization1,463 3.1 %1,401 2.2 %5,890 2.7 %5,624 2.4 %
EBITDA(13,200)(27.9)%(4,010)(6.3)%(47,960)(22.1)%(35,840)(14.7)%
Restructuring expenses (1)
2,767 5.9 %— — %2,767 1.3 %— — %
Stock-based compensation expense (2)
15,817 33.4 %12,853 20.1 %64,660 29.8 %60,231 24.8 %
Adjusted EBITDA$5,384 11.4 %$8,843 13.8 %$19,467 9.0 %$24,391 10.1 %
(1) The restructuring expenses adjustment to EBITDA includes severance and other related benefit costs (including outplacement services and continuing health insurance coverage) associated with a reduction in workforce.
(2) The stock-based compensation adjustment to EBITDA for fiscal year 2022 is made up of $62.5 million of stock-based compensation expenses for the awarded RSUs and PRSUs, and $2.1 million of other sources of stock-based compensation expense. The other source 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 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 a change in estimate that would add back to Adjusted EBITDA.

Reconciliation of Net (Loss)/Income to Adjusted Net Income/(Loss) and Adjusted EPS
For the Three Months Ended December 31,For the Year Ended December 31,
2022202120222021
Adjusted Net Income/(Loss)Adjusted Earnings Per ShareAdjusted Net Income/(Loss)Adjusted Earnings Per ShareAdjusted Net Income/(Loss)Adjusted Earnings Per ShareAdjusted Net Income/(Loss)Adjusted Earnings Per Share
(in thousands, except per share data)
Reported GAAP measure$(14,198)$(0.21)$(5,490)$(0.08)$(53,428)$(0.79)$(43,134)$(0.65)
Adjustments:
Other (income)/expense(702)(0.01)(81)— (1,350)(0.02)921 0.01 
Restructuring expenses (1)
2,767 0.04 — — 2,767 0.04 — — 
Stock-based compensation expense (2)
15,817 0.23 12,853 0.19 64,660 0.96 60,231 0.91 
Adjusted non-GAAP measure$3,684 $0.05 $7,282 $0.11 $12,649 $0.19 $18,018 $0.27 
Weighted-average shares of common stock outstanding, basic67,313 66,756 67,559 66,374 
(1) The restructuring expenses adjustment to net loss includes severance and other related benefit costs (including outplacement services and continuing health insurance coverage) associated with a reduction in workforce.
(2) The stock-based compensation adjustment to net loss for fiscal year 2022 is made up of $62.5 million of stock-based compensation expenses for the awarded RSUs and PRSUs, and $2.1 million of other sources of stock-based compensation expense. The other source 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 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 a change in estimate that would add back to Adjusted Net Income/(Loss).








Free Cash Flow
For the Three Months Ended December 31,For the Year Ended December 31,
2022202120222021
(in thousands)
Net cash flows provided by operating activities$(3,610)$(2,375)$16,508 $7,262 
Adjustments:
Purchases of property and equipment(194)(1,556)(1,009)(3,201)
Capitalized software development costs(4,128)(3,296)(12,708)(9,968)
Net cash proceeds from resale of software8,457 — 8,457 — 
Free cash flow$525 $(7,227)$11,248 $(5,907)