0000320121-23-000016 | 10-K | XBRL Viewer

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Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Mar. 10, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-08443
Entity Registrant Name	TELOS CORPORATION
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	52-0880974
Entity Address, Address Line One	19886 Ashburn Road
Entity Address, City or Town	Ashburn
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20147-2358
City Area Code	703
Local Phone Number	724-3800
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	TLS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 428.7
Entity Common Stock, Shares Outstanding		68,559,383
Documents Incorporated by Reference	Portions of the registrant's definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year ended December 31, 2022 are incorporated by reference in Part III of this Annual Report on Form 10-K.
Entity Central Index Key	0000320121
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Audit Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP	BDO USA, LLP	BDO USA, LLP
Auditor Location	Washington, District of Columbia	McLean, Virginia	McLean, Virginia
Auditor Firm ID	238	243	243

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total revenue	$ 216,887	$ 242,433	$ 179,917
Total cost of sales	137,844	156,404	117,497
Gross profit	79,043	86,029	62,420
Selling, general and administrative expenses:
Sales and marketing	16,582	19,655	6,176
Research and development	16,918	19,096	14,243
General and administrative	99,393	88,742	41,704
Total selling, general and administrative expenses	132,893	127,493	62,123
Operating (loss)/income	(53,850)	(41,464)	297
Other income/(expense)	1,350	(921)	(255)
Interest expense	(874)	(777)	(7,259)
Gain on redemption of public preferred stock	0	0	14,012
(Loss)/income before income taxes	(53,374)	(43,162)	6,795
(Provision for)/benefit from income taxes	(54)	28	46
Net (loss)/income	(53,428)	(43,134)	6,841
Less: Net income attributable to non-controlling interest	0	0	(5,154)
Net (loss)/income attributable to Telos Corporation	$ (53,428)	$ (43,134)	$ 1,687
Net (loss)/earnings per share:
Basic (in dollars per share)	$ (0.79)	$ (0.65)	$ 0.04
Diluted (in dollars per share)	$ (0.79)	$ (0.65)	$ 0.04
Weighted-average share outstanding:
Basic (in shares)	67,559	66,374	41,642
Diluted (in shares)	67,559	66,374	42,877
Services
Total revenue	$ 192,742	$ 221,548	$ 161,180
Total cost of sales	121,334	143,357	106,969
Products
Total revenue	24,145	20,885	18,737
Total cost of sales	$ 16,510	$ 13,047	$ 10,528

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net (loss)/income	$ (53,428)	$ (43,134)	$ 6,841
Other comprehensive (loss)/income, net of tax:
Foreign currency translation adjustments	(28)	(71)	38
Less: Comprehensive income attributable to non-controlling interest	0	0	(5,154)
Comprehensive (loss)/income attributable to Telos Corporation	$ (53,456)	$ (43,205)	$ 1,725

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets:
Cash and cash equivalents	$ 119,305	$ 126,562
Accounts receivable, net	40,069	59,844
Inventories, net	2,877	1,247
Prepaid expenses	4,819	3,329
Other current assets	893	732
Total current assets	167,963	191,714
Property and equipment, net	4,787	6,088
Finance lease right-of-use assets, net	7,832	9,053
Operating lease right-of-use assets	341	852
Goodwill	17,922	17,922
Intangible assets, net	37,415	19,199
Other assets	1,137	1,253
Total assets	237,397	246,081
Liabilities:
Accounts payable and other accrued liabilities	22,551	34,548
Accrued compensation and benefits	8,388	6,557
Contract liabilities	6,444	6,381
Finance lease obligations – current portion	1,592	1,461
Operating lease obligations – current portion	361	564
Other financing obligations – current portion	1,247	0
Other current liabilities	4,919	1,430
Total current liabilities	45,502	50,941
Finance lease obligations – non-current portion	11,248	12,840
Operating lease obligations – non-current portion	27	388
Other financing obligations – non-current portion	7,211	0
Deferred income taxes	758	723
Other liabilities	297	935
Total liabilities	65,043	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 capital	412,708	367,153
Accumulated other comprehensive loss	(55)	(27)
Accumulated deficit	(240,405)	(186,977)
Total stockholders' equity	172,354	180,254
Total liabilities and stockholders' equity	$ 237,397	$ 246,081

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Stockholders' equity:
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	67,431,632	66,767,450
Common stock, shares outstanding	67,431,632	66,767,450

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net (loss)/income	$ (53,428)	$ (43,134)	$ 6,841
Adjustments to reconcile net (loss)/income to cash provided by/(used in) operating activities:
Stock-based compensation	64,660	60,231	4
Depreciation and amortization	5,890	5,624	5,353
Provision for/(benefit from) doubtful accounts	99	7	(412)
Provision for doubtful non-trade receivables	0	0	569
Provision for deferred income tax	35	70	31
Loss on disposal of fixed assets	4	6	1
Accretion of discount on acquisition holdback	48	19	0
Amortization of debt issuance costs	0	0	978
Dividends from preferred stock recorded as interest expense	0	0	3,384
Gain on redemption of public preferred stock	0	0	(14,012)
Net loss on early extinguishment of debt and other transactions	0	0	275
Changes in other operating assets and liabilities:
Accounts receivable	19,675	(28,937)	(2,559)
Inventories	(1,630)	2,064	(1,346)
Intangible assets – software held for resale	(7,120)	0	0
Prepaid expenses, other current assets and other assets	(1,249)	(982)	(938)
Accounts payable and other accrued payables	(12,322)	16,086	3,413
Accrued compensation and benefits	(317)	(1,917)	(3,713)
Contract liabilities	63	727	(683)
Other current liabilities and other liabilities	2,100	(2,602)	710
Net cash provided by/(used in) operating activities	16,508	7,262	(2,104)
Cash flows from investing activities:
Capitalized software development costs	(12,708)	(9,968)	(6,681)
Purchases of property and equipment	(1,009)	(3,201)	(780)
Cash paid for acquisition	0	(5,925)	0
Net cash used in investing activities	(13,717)	(19,094)	(7,461)
Cash flows from financing activities:
Payments under finance lease obligations	(1,461)	(1,339)	(1,225)
Repurchase of common stock	(11,145)	(1,251)	0
Payment of tax withholding related to net share settlement of equity awards	(5,671)	0	0
Payments for debt issuance costs	(95)	0	0
Proceeds from other financing obligations	9,092	0	0
Payments of other financing obligations	(635)	0	0
Proceeds from issuance of common stock, net of issuance costs	0	64,269	272,813
Repurchase of outstanding warrants	0	(26,894)	0
Redemption of public preferred stock	0	0	(108,878)
Purchase of Telos ID membership interest	0	0	(30,000)
Payment of senior term loan	0	0	(17,351)
Payment of subordinated debt	0	0	(3,657)
Amendment fee paid to lender	0	0	(100)
Distributions to Telos ID Class B member – non-controlling interest	0	(2,436)	(2,743)
Net cash (used in)/provided by financing activities	(9,915)	32,349	108,859
Net change in cash, cash equivalents, and restricted cash	(7,124)	20,517	99,294
Cash, cash equivalents and restricted cash, beginning of period	126,562	106,045	6,751
Cash, cash equivalents and restricted cash, end of period	$ 119,438	$ 126,562	$ 106,045

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT) - USD ($)
$ in Thousands

Total

Common Stock

Additional Paid–in Capital

AOCI

^[1]

Accumulated Deficit

Non-Controlling Interest

Class A Common Stock

Common Stock

Class B Common Stock

Common Stock

Beginning balance (in shares) at Dec. 31, 2019

45,143,000

4,038,000

Beginning balance at Dec. 31, 2019

$ (136,622)

$ 0

$ 4,310

$ 6

$ (145,530)

$ 4,514

$ 65

$ 13

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

6,841

1,687

5,154

Issuance of common stock upon conversion of Class A and Class B common stock (in shares)

39,003,000

45,143,000

4,038,000

Issuance of common stock upon conversion of Class A and Class B common stock

$ 78

$ (65)

$ (13)

Issuance of common stock (in shares)

25,622,000

Issuance of common stock

292,022

$ 25

291,997

Purchase of Telos ID membership interest

(30,000)

(25,511)

(4,489)

Foreign currency translation loss

Stock-based compensation

Distributions

(5,179)

Ending balance (in shares) at Dec. 31, 2020

64,625,000

Ending balance at Dec. 31, 2020

127,104

$ 103

270,800

(143,843)

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(43,134)

Issuance of common stock (in shares)

2,050,000

Issuance of common stock

64,269

$ 2

64,267

Foreign currency translation loss

(71)

Stock-based compensation (in shares)

132,000

Stock-based compensation

60,231

Repurchase of outstanding warrants

(26,894)

Repurchase of common stock (in shares)

(40,000)

Repurchase of common stock

$ (1,251)

(1,251)

Ending balance (in shares) at Dec. 31, 2021

66,767,450

66,767,000

Ending balance at Dec. 31, 2021

$ 180,254

$ 105

367,153

(27)

(186,977)

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(53,428)

Foreign currency translation loss

$ (28)

(28)

Stock-based compensation (in shares)

3,068,525

Stock-based compensation

$ 62,511

62,511

Repurchase of common stock (in shares)

(1,550,000)

Repurchase of common stock

(11,284)

$ (1)

(11,283)

RSUs vested, net of shares withheld to cover tax withholding (in shares)

2,214,000

RSU vested, net of shares withheld to cover tax withholding

$ (5,671)

$ 2

(5,673)

Ending balance (in shares) at Dec. 31, 2022

67,431,632

67,431,000

Ending balance at Dec. 31, 2022

$ 172,354

$ 106

$ 412,708

$ (55)

$ (240,405)

$ 0

[1]	Accumulated Other Comprehensive Income

ORGANIZATION	12 Months Ended
ORGANIZATION	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	ORGANIZATION Telos Corporation, together with its subsidiaries, (collectively, the "Company" or "Telos" or "We" or "Our"), a Maryland corporation, is a leading provider of cyber, cloud and enterprise security solutions for the world's most security-conscious organizations. We own all of the issued and outstanding share capital of Xacta Corporation, a subsidiary that develops, markets and sells government-validated secure enterprise solutions to government and commercial customers. We own the issued and outstanding share capital of ubIQuity.com, inc., a holding company for Xacta Corporation. We also hold a 100% ownership interest in Telos Identity Management Solutions, LLC ("Telos ID"), Teloworks, Inc. ("Teloworks") and Telos APAC Pte. Ltd. ("Telos APAC"). On November 12, 2020, we amended our charter to effect an approximate 0.794-for-1 reverse stock split with respect to our common stock. The par value and the authorized shares of the common stock were not adjusted as a result of the reverse stock split. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. Public Offering of Common Stock On November 19, 2020, we completed our initial public offering of shares of our common stock. We issued 17.2 million shares of our common stock at a price of $17.00 per share, generating net proceeds of approximately $272.8 million. We used approximately $108.9 million of the net proceeds in connection with the conversion of our outstanding shares of Exchangeable Redeemable Preferred Stock into the right to receive cash and shares of our common stock, $30.0 million to fund our acquisition of the outstanding Class B Units of Telos ID, and $21.0 million to repay our outstanding senior term loan and subordinated debt. On April 6, 2021, we completed our follow-on offering of 9.1 million shares of our common stock at a price of $33.00 per share, including 7.0 million shares of common stock held by certain existing stockholders of Telos. The offering generated approximately $64.3 million of net proceeds to Telos. We did not receive any proceeds from the shares of common stock sold by the selling stockholders. On April 19, 2021, we used approximately $1.3 million of the net proceeds to repurchase 39,682 shares of our common stock and $26.9 million to repurchase the warrants to purchase 900,970 shares of our common stock owned by certain affiliates of EnCap. Further, on July 30, 2021, we used approximately $5.9 million of the net proceeds to acquire the assets of DFT. We used the remaining net proceeds for general corporate purposes.

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2022
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principle of Consolidation The accompanying consolidated financial statements include the accounts of Telos and its subsidiaries (see Note 1 – Organization), all of whose issued and outstanding share capital is wholly-owned directly and indirectly by the Telos Corporation. All intercompany transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Basis of Comparison Certain reclassifications have been made to the prior year's consolidated financial statements to conform to the current year's presentation. In the current period, we reclassified and presented the finance leases right-of-use assets separately from our property and equipment line item. The reclassification had no impact on our total assets or liabilities nor on our net (loss)/income or stockholders' equity. Segment Reporting Operating segments are defined as components of an enterprise for which separate discrete financial information is available and evaluated regularly by the chief operating decision maker ("CODM"), or decision-making group, in deciding how to allocate resources and assess performance. We operate our business in two reportable and operating segments: Security Solutions and Secure Networks. These segments enable the alignment of our strategies and objectives and provide a framework for the timely and rational allocation of resources within the line of business. We eliminate any inter-segment revenues and expenses upon consolidation. See Note 2 1 – Segment Information for further information. Use of Estimates Preparing consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and disclosure of contingent assets and liabilities. The Company regularly assesses these estimates; however, actual results could differ from those estimates. We base our estimates on historical experience, currently available information, and various other assumptions that we believe are reasonable under the circumstances. Our estimate also considers the potential effect of the COVID-19 pandemic-related government actions, wherein the actual impact of the pandemic on our business could be materially different than our current estimates. Management evaluates these estimates and assumptions on an ongoing basis, including those relating to revenue recognition on cost estimation on certain contracts, allowance for credit losses, inventory obsolescence, valuation allowance for deferred tax assets, income taxes, certain assumptions related to share-based compensation, valuation of intangible assets and goodwill, and contingencies. Actual results could differ from those estimates. The impact of changes in estimates is recorded in the period in which they become known. Concentrations Financial instruments that subject us to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. In consideration that a large amount of our working capital and total assets are held in cash and cash equivalents, we are exposed to credit risk in the event of default by the financial institutions to the extent of the amounts held in excess of federal insurance limits. Due to the financial strength and high credit quality of the financial institutions where the accounts are held, we do not believe that this credit risk makes it reasonably possible that a near-term severe impact risk of loss will occur. The Company's receivables are primarily due from the U.S. government, or from prime contractors to whom we are subcontractors and the end customer is the U.S. government, and are generally considered collectable from the perspective of the customer's ability to pay. We believe that the credit risk associated with our receivables is limited due to the creditworthiness of our customers. We maintain an allowance for estimated potential credit losses. Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash represents funds that are held in our money market account but precluded from use of general business needs through contractual requirements. We report our restricted cash balance within "Other assets" on the consolidated balance sheets. Contract Balances The timing of revenue recognition may differ from the timing of billing and cash receipts from customers. Amounts are invoiced as work progresses, either at periodic intervals or upon achievement of contractual milestones. We record a contract asset when revenue is recognized prior to invoicing, or a contract liability when cash is received in advance or when milestone payments from customers exceed revenue earned to date. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract liabilities include deferred revenue, customer advances and billings in excess of revenue. Contract assets and liabilities are recorded net on a contract-by-contract basis and are classified based on the contract's operating cycle at the end of each reporting period. Accounts Receivable Accounts receivable includes the following: Billed Receivables - Billed receivables are balances where an invoice has been prepared and issued and is collectible under standard contract terms. Where we anticipate that an invoice will be issued within a short period of time and where the funds are considered collectible within standard contract terms, we include this balance as billable accounts receivable. Unbilled Receivables - Unbilled receivables are balances which have not yet been billed due to timing, most commonly just a month delayed from the timing of revenue recognition and the actual bill being presented to the customer. The company has fulfilled all requirements in order to bill the customer and collect the funds. Contract Assets - Contract assets are receivables for which the right to consideration is conditional upon factors other than the passage of time. The timing of these billings is generally driven by contractual terms, which may have billing milestones that are different from revenue recognition milestones. Both billed and unbilled balances are recorded at their face amount less an allowance for credit losses over the contractual payment terms of the receivable. Collectability of these amounts are periodically reviewed based upon managements' knowledge and analysis of available information as of the balance sheet date, including any specific circumstances related to overdue balances, length of time that the receivable has been outstanding, historical bad debts and aging trends, and other general and contract specific factors. The allowance for credit losses is adjusted based on such evaluation. Accounts receivable balances are written off against the allowance when management deems the balances uncollectible. Our contract asset balance is recorded at the net amount expected to be billed for services performed once the objective criteria laid out by the contract has been met. Inventories Inventories are valued at the lower of cost or net realizable value, where cost is determined using the weighted-average method. The value of inventory is adjusted for damaged, obsolete, excess and slowing-moving inventory. Net realizable value of inventory is estimated based on the historical obsolescence experience and planned usage. Inventories are substantially comprised of finished goods that are purchased customer off-the-shelf hardware and software, and component computer parts used in connection with system integration services that we perform. Property and Equipment Property and equipment are recorded at cost. Depreciation is recorded over the assets' estimated useful lives using the straight-line method, which is 3-5 years for furniture and equipment. Leasehold improvements are amortized over the shorter of their useful life or the remaining terms of the lease. Upon sale or retirement of property and equipment, the costs and related accumulated depreciation are eliminated from the accounts and any gain or loss on such disposition is reflected in the consolidated statements of operations. For the years ended December 31, 2022, 2021, and 2020, such amounts are negligible. Repairs and maintenance costs are expensed as incurred. We evaluate our long-lived assets, including property and equipment, for impairment whenever circumstances indicate that the carrying amount of the asset exceeds its estimated fair value. Considerable management judgment is necessary to estimate its fair value. Accordingly, actual results could differ from such estimates. No events have been identified that caused an evaluation of the recoverability of long-lived assets. Leases We determine if an arrangement is a lease and we account for leases in accordance with ASC Topic 842, "Leases." We entered into contractual arrangements primarily for the use of real estate facilities, and certain other equipment. We determine the classification of the lease under these arrangements, if any, at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether we have a right to direct the use of the asset. Leased property meeting certain criteria is capitalized at the present value of the related minimum lease payments. Amortization of finance lease ROU asset is computed using the straight-line method over the lesser of the lease term or the useful life of the related asset. In accordance with ASC 842, we recorded operating lease ROU assets, which represent our right to use an underlying asset for the lease term, and operating lease liabilities which represent our obligation to make lease payments. Generally, we enter into operating lease agreements for facilities. The amount of operating lease liabilities due within 12 months are recorded in other current liabilities, with the remaining operating lease liabilities recorded as non-current liabilities in our consolidated balance sheets based on their contractual due dates. The operating lease ROU assets and liabilities are recognized as of the lease commencement date at the present value of the lease payments over the lease term. Most of our leases do not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate on all operating leases. Some of our operating leases contain lease and non-lease components, which we account for as a single component. Operating lease expense is recognized as rent expense on a straight-line basis over the lease term, and recorded within our consolidated statement of operations. The related lease payments on short-term lease arrangements (leases of 1 year or less) are recognized as expensed on a straight-line basis over the lease term. ROU assets are assessed for potential impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value of the asset may not be recoverable and the carrying amount of the assets exceeds it estimated fair value. Software Development Costs We account for development costs of software in accordance with ASC Topic 985-20 ("ASC 985-20"), "Software – Costs of Software to be Sold, Leased, or Marketed" and ASC Topic 350-40 ("ASC 350-40")"Internal Use Software", depending on the intended use of the software being developed. Under ASC 985-20, all costs of developing software prior to establishing its technological feasibility are research and development costs and are expensed as incurred. Once technological feasibility has been established, subsequent costs should be capitalized until the software begins to be marketed or is released to customers after which the capitalized costs should be amortized and reviewed for impairment. Under ASC 350-40, we capitalized certain software development costs when the preliminary project stage is completed and the software has entered the application development stage. Once substantial testing is complete and the software is ready to be used, capitalization of costs cease. Capitalized software development costs are amortized on a straight-line basis over the estimated economic life of the application, ranging from 2 - 5 years, beginning when the asset is ready for its intended use. ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement, (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement, and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flow for the related hosting arrangements (i.e. operating activity). There are no capitalized implementation costs prior to fiscal year 2022. As of December 31, 2022, the net carrying value of the capitalized implementation costs related to hosting arrangements that were incurred during the application development stage aggregated to $0.3 million, net of amortization expense. These costs are related primarily to the implementation of a new enterprise resource planning system. The Company begins amortizing the capitalized implementation costs after all substantial testing was complete and ready for its intended use, and amortized over the expected term of the arrangement on a straight-line basis. Software costs classified as held for resale are stated at the lower of cost or net realizable value. Software held for resale are amortized into cost of sales on the consolidated statements of operations. The Company reported the software held for resale as part of the Intangible Assets on the consolidated balance sheets. Goodwill and Intangible Assets Goodwill is recorded for the difference between the aggregate consideration paid for an acquisition and the fair value of net tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for potential impairment. We evaluate the impairment of goodwill in accordance with ASC 350, which requires goodwill to be assessed on at least an annual basis, as of December 31 each year, for impairment using a fair value basis. Between annual evaluations, if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount, then impairment must be evaluated. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or business climate, or (2) a loss of key contracts or customers. We may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, and if so, we perform a quantitative test. We compare the carrying value of each reporting unit to its estimated fair value, and if the fair value is determined to be less than the carrying value, we recognize an impairment loss for the difference. The evaluation is based on the estimation of the fair values at the reporting unit level in comparison to the reporting unit's net asset carrying values. Our discounted cash flows requires management's judgment with respect to forecasted revenue streams and operating margins, capital expenditures and the selection and use of an appropriate discount rate. We utilize the weighted average cost of capital as derived by certain assumptions specific to our facts and circumstances as the discount rate. The Company's goodwill is amortized and deducted over a 15-year period for tax purposes. See Note 7 – Goodwill for additional information. Intangible assets with finite lives are carried at cost, less accumulated amortization. Amortization is computed using the method that best reflects how their economic benefits are utilized or, if a pattern of economic benefits cannot be reliably determined, on a straight-line basis over their estimated useful lives. Impairment of Long-Lived Assets The Company evaluates its long-lived assets for potential impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable. If such evaluation indicates that the carrying amount of the asset exceeds its estimated future undiscounted cash flows, an impairment loss is recognized to reduce the asset's carrying amount to its estimated fair value. In addition to the recoverability assessment, the Company routinely reviews the remaining lives of its long-lived assets. Any reduction in the useful life assumptions will result in increased depreciation or amortization expense in the period when such determinations are made, as well as in subsequent periods. There are no changes in the estimated useful lives of long-lived assets for the periods presented. Fair Value Measurements U.S. GAAP provides a framework for measuring fair value and expands disclosures about fair value measurements. The framework requires the valuation of investments using a three-tiered approach. The statement requires fair value measurement to be classified and disclosed in one of the following categories: •Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities; •Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or •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 December 31, 2022 and 2021, we did not have any financial instruments with significant Level 3 inputs and we did not have any financial instruments that are measured at fair value on a recurring basis. For certain of our non-derivative financial instruments, including receivables, accounts payable and other accrued liabilities, the carrying amount approximates fair value due to the short-term maturities of these instruments. Research and Development Research and development expenses consist primarily of employee-related expenses (such as salaries, taxes, benefits and stock-based compensation), allocated overhead costs and outside services costs related to the development and improvement of the Company's software. Research and development costs are generally expensed as incurred, except for costs incurred in connection with the development of software that qualify for the capitalization as described in our software development costs policy. Advertising Costs Advertising costs are expensed and included in sales and marketing expense when incurred. Advertising expense was $1.3 million, $1.8 million, and $1.0 million for the years ended December 31, 2022, 2021 and 2020, 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. We follow the provisions 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 12 months. Business Combinations Acquisitions were accounted for under U.S. GAAP using the acquisition method in accordance with ASC 805, Business Combinations. The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities, if any, is recorded as goodwill. The accounting for business combinations requires management to make judgments and estimates of the fair value of assets acquired, including the identification and valuation of intangible assets, as well as liabilities and contingencies assumed. Such judgments and estimates directly impact the amount of goodwill recognized in connection with an acquisition. Estimating the fair value of acquired assets and assumed liabilities, including intangibles, requires judgment about expected future cash flows, weighted-average cost of capital, discount rates and expected long-term growth rates. Stock-Based Compensation Our 2016 Omnibus Long-Term Incentive Plan, as amended (the "2016 LTIP"), provides for the grant of restricted stock units with time-based vesting ("Service-Based RSU" or "RSU") and restricted stock units with performance-based vesting ("Performance-Based RSU" or "PRSU") to our senior executives, directors, employees and other eligible service providers. Awards granted under the 2016 LTIP vest over the periods determined by the Board of Directors or the Compensation Committee of the Board of Directors, who has the discretion to establish the terms, conditions and criteria of the various awards, including the weighting and vesting schedule of Service-Based RSUs and the performance conditions applicable to the Performance-Based RSUs, including the achievement of certain financial performance criteria or price targets for our common stock. Upon vesting, Service-Based RSUs and Performance-Based RSUs will be settled in the Company's common stock. •Service-Based RSUs granted to eligible employees as an incentive generally may vest in installments over a period of up to three years from the date of grant. The grant date fair value per share is equal to the closing stock price on the date of grant. •Performance-Based RSUs may vest upon the achievement of a defined performance target or at the end of the defined performance period from the date of grant, whichever initially occurs. The grant date fair value per share of these Performance-Based RSUs is equal to the closing stock price on the date of the grant or the fair value of the award on the grant date as determined through an independent valuation for Performance-Based RSUs with market conditions. Performance-Based RSUs may vest upon the achievement of certain price targets or market conditions for the Company's common stock anytime or certain operational milestones over a three-year period from the date of grant. In order to reflect the substantive characteristics of these market condition awards, the Company employs a Monte Carlo simulation valuation model to calculate the grant date fair value and corresponding requisite service period of the award. Monte Carlo approaches are a class of computational algorithms that rely on repeated random sampling to compute their results. This approach allows the calculation of the value of such awards based on a large number of possible stock price path scenarios. We recognize these share-based payment transactions when services from the employees are received and recognize a corresponding increase in additional paid-in capital in our consolidated balance sheets, in accordance with ASC 718, "Compensation - Stock Compensation." The measurement objective for these equity awards is the estimated fair value at the date of grant of the equity instruments that we are obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. The compensation expense for an award is recognized ratably over the requisite service period for the entire award, which is the period during which an employee is required to provide service in exchange for an award. Compensation expense for awards with performance conditions is recognized over the requisite service period if it is probable that the performance condition will be satisfied. If such performance conditions are not or are no longer considered probable, no compensation expense for these awards is recognized, and any previously recognized expense is reversed. If the performance condition is achieved prior to the completion of the requisite service period, any unrecognized compensation expense will be recognized in the period the performance condition is achieved. Compensation expense for awards with market conditions is recognized over the derived service period, or sooner, if the market condition is achieved. Previously recognized expense for awards with market conditions will never be reversed subsequent to completion of the derived service period even if the market conditions are never achieved. We recognize forfeitures of share-based compensation awards as they occur. Share-based compensation expense is recognized as part of the cost of sales and selling, general and administrative expenses in our consolidated statements of operations. Net (Loss)/Earnings per Share Basic net (loss)/earnings per share is computed by dividing the net (loss)/earnings by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net (loss)/earnings per share is computed by dividing the net (loss)/earnings by the weighted-average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of unvested restricted common stock and warrants. Other Comprehensive (Loss)/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 periods presented. Translation gains and losses are included in stockholders' equity as a component of accumulated other comprehensive (loss)/income. Restructuring Expenses The determination of when the Company accrues for involuntary termination benefits under restructuring plans depends on whether the termination benefits are provided under an on-going benefit arrangement or under a one-time benefit arrangement. The Company accounts for on-going benefit arrangements, such as those documented by employment agreements, in accordance with ASC 712 ("ASC 712"), "Compensation – Nonretirement Postemployment Benefits." Under ASC 712, liabilities for postemployment benefits are recorded at the time of obligations are probable of being incurred and can be reasonably estimated. When applicable, the Company records such costs into operating expenses. In the fourth quarter of 2022, the Company committed to a restructuring plan resulting in a reduction of the Company's workforce, with a majority of the affected employees separating from the business in early 2023. As a result of the workforce reduction, the Company accrued for involuntary termination benefits consisting of employee severance-related benefit costs (including outplacement services and continuing health insurance coverage). During the year ended December 31, 2022, the Company recorded approximately $2.8 million in involuntary termination benefits, with no similar costs in prior years, and is recorded under "Selling, general and administrative expenses" on the Consolidated Statements of Operations. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application. This standard was effective for reporting periods beginning after December 15, 2020, which made this standard effective for us on January 1, 2021. The adoption of this ASU did not have a material impact on our consolidated financial position, results of operations and cash flows. In March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting," which provides optional expedients and exceptions for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This amendment is effective for all entities as of March 12, 2020 through December 31, 2022. The adoption of this ASU did not have a material impact on our consolidated financial position, results of operations or cash flows. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU No. 2021-08, "Business Combination (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The ASU improves comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. Entities should apply the amendments prospectively to business combinations that occur after the effective date. This standard will be effective for reporting periods beginning after December 15, 2022, with early adoption permitted. While we are currently assessing the impact of the adoption of this ASU, we do not believe the adoption of this ASU will have a material impact on our consolidated financial position, results of operations, and cash flows. In September 2022, the FASB issued ASU No. 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations," which requires a company that uses a supplier finance program in connection with the purchase of goods or services to disclose sufficient information about the program to allow a user of the financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. This standard will be effective for reporting periods beginning December 15, 2022, with early adoption permitted. While we are currently assessing the impact of the adoption of this ASU, we do not believe the adoption of this ASU will have a material impact on our consolidated financial position, results of operations, and cash flows. In June 2022, the FASB issued ASU No. 2022-03, "Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions," which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This standard will be effective for reporting periods beginning December 15, 2023, with early adoption permitted. While we are currently assessing the impact of the adoption of this ASU, we do not believe the adoption of this ASU will have a material impact on our consolidated financial position, results of operations, and cash flows.

REVENUE RECOGNITION

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

We recognize revenue in accordance with ASC Topic 606, "Revenue from Contracts with Customers." The unit of account in ASC 606 is a performance obligation, which is a promise in a contract with a customer to transfer a good or service to the customer.

The Company follows the five-step model for recognizing revenue that includes identifying the contract with the customer, determining the performance obligation(s), determining the transaction price, allocating the transaction price to the performance obligation(s), and recognizing revenue as the performance obligations are satisfied. Timing of the satisfaction of performance obligations varies across our businesses due to our diverse product and service mix, customer base, and contractual terms. Significant judgment can be required in determining certain performance obligations, and these determinations could change the amount of revenue and profit recorded in a given period. Our contracts may have a single performance obligation or multiple performance obligations. When there are multiple performance obligations within a contract, we allocate the transaction price, net of any discounts, to each performance obligation based on the standalone selling price of the product or service underlying each performance obligation.

Our contracts with the U.S. government are generally subject to the Federal Acquisition Regulation ("FAR") and the price is typically based on estimated or actual costs plus a reasonable profit margin. As such, the standalone selling price of products or services in our contracts with the U.S. Government are typically equal to the selling price stated in the contract. For non-U.S. Government contracts with multiple performance obligations, standalone selling price is the observable price of a good or service when Telos sells that good or service separately in similar circumstances and to similar customers.

Contracts are routinely and often modified to account for changes in contract requirements, specifications, quantities, or price. Depending on the nature of the modification, we determine whether to account for the modification as an adjustment to the existing contract or as a new contract. Generally, modifications are not distinct from the existing contract due to the significant interrelatedness of the performance obligations and are therefore accounted for as an adjustment to the existing contract, and recognized as a cumulative adjustment to revenue (as either an increase or reduction of revenue) based on the modification's effect on progress toward completion of a performance obligation.

The majority of our revenue is recognized over time, as control is transferred continuously to our customers who receive and consume benefits as we perform. Revenue transferred to customers over time accounted for 89%, 91% and 90% of our revenue for the years ended December 31, 2022, 2021 and 2020. All of our business groups earn services revenue under a variety of contract types, including time and materials, firm-fixed price, firm fixed price level of effort, and cost-plus fixed fee contract types, which may include variable consideration.

Revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material, subcontractor costs and indirect expenses. This continuous transfer of control to the customer is supported by clauses in our contracts with U.S. government customers whereby the customer may terminate a contract for convenience and then pay for costs incurred plus a profit, at which time the customer would take control of any work in process. For non-U.S. government contracts where we perform as a subcontractor and our order includes similar FAR provisions as the prime contractor's order from the U.S. government, continuous transfer of control is likewise supported by such provisions. For other non-U.S. government customers, continuous transfer of control to such customers is also supported due to general terms in our contracts and rights to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit.

For performance obligations in which control does not continuously transfer to the customer, we recognize revenue at the point in time in which each performance obligation is fully satisfied. This coincides with the point in time the customer obtains control of the product or service, which typically occurs upon customer acceptance or receipt of the product or service, given that we maintain control of the product or service until that point. Revenue transferred to customers at a point in time accounted for 11%, 9% and 10% of our revenue for the years ended December 31, 2022, 2021 and 2020.

Orders for the sale of software licenses may contain multiple performance obligations, such as maintenance, training, or consulting services, which are typically delivered over time, consistent with the transfer of control disclosed above for the provision of services. When an order contains multiple performance obligations, we allocate the transaction price to the performance obligations based on the standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the amount we would sell the product or service to a customer on a standalone basis.

For certain performance obligations where we are not primarily responsible for fulfilling the promise to provide the goods or services to the customer, do not have inventory risk and have limited discretion in establishing the price for the goods or services, we recognize revenue on a net basis.

Contract Estimates

Due to the transfer of control over time, revenue is recognized based on progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the performance obligations. We generally use the cost-to-cost measure of progress on a proportional performance basis for our long-term contracts because it best depicts the transfer of control to the customer, which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation, which includes both the actual costs already incurred and the estimated costs to complete. Revenues are recorded proportionally as costs are incurred. Due to the nature of the work required to be performed on certain of our performance obligations, the estimation of costs at completion is complex, subject to many variables and requires significant judgment. Contract estimates are based on various assumptions, including labor and subcontractor costs, materials and other direct costs and the complexity of the work to be performed. A significant change in one or more of these estimates could affect the profitability of our contracts. We review and update our contract-related estimates regularly and recognize adjustments in estimated profit on contracts on a cumulative catch-up basis, which may result in an adjustment increasing or decreasing revenue to date on a contract in a particular period that the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate.

Our contracts may include various types of variable consideration, such as claims (for instance, indirect rate or other equitable adjustments) or incentive fees. We include estimated amounts in the transaction price based on all of the information available to us, including historical information and future estimations, and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when any uncertainty associated with the variable consideration is resolved. We have revised and re-submitted several years of incurred cost submissions reflecting certain indirect rate structure changes as a result of regular Defense Contract Audit Agency audits of incurred cost submissions. This resulted in signed final rate agreement letters for fiscal years 2014 to 2016 and conformed incurred cost submissions for 2017 to 2021. We evaluated the resulting changes to revenue under the applicable cost-plus fixed fee contracts for the years 2014 to 2016 as variable consideration, and determined the most likely amount to which we expect to be entitled, to the extent that no constraint exists that would preclude recognizing this revenue or result in a significant reversal of cumulative revenue recognized. We included these estimated amounts of variable consideration in the transaction price and as performance on these contracts is complete, we have recognized revenue of $0.2 million during the year ended December 31, 2021. No revenue adjustment was recorded during the fiscal years ended December 31, 2022 and 2020.

We provide for anticipated losses on contracts during the period when the loss is determined by recording an expense for the total expected costs that exceeds the total estimated revenue for a performance obligation. No contract losses were recorded during the years ended December 31, 2022 and 2020. We recorded an immaterial contract loss during the year ended December 31, 2021.

Historically, most of our contracts do not include award or incentive fees. For incentive fees, we would include such fees in the transaction price to the extent we could reasonably estimate the amount of the fee. With limited historical experience, we have not included any revenue related to incentive fees in our estimated transaction prices. We may include in our contract estimates additional revenue for submitted contract modifications or claims against the customer when we believe we have an enforceable right to the modification or claim, the amount can be estimated reliably and its realization is probable. We consider the contractual/legal basis for the claim (in particular FAR provisions), the facts and circumstances around any additional costs incurred, the reasonableness of those costs and the objective evidence available to support such claims.

For our contracts that have an original duration of one year or less, we use the practical expedient applicable to such contracts and do not consider the time value of money. We capitalize sales commissions related to proprietary software and related services that are directly tied to sales. We do not elect the practical expedient to expense as incurred the incremental costs of obtaining a contract if the amortization period would have been one year or less. For the sales commissions that are capitalized, we amortize the asset over the expected customer life, which is based on recent and historical data.

Disaggregated Revenues

In addition to our segment reporting, as further discussed in Note 2 1 – Segment Information, we disaggregate our revenue by customer and contract types. We treat sales to U.S. customers as sales within the U.S. regardless of where the services are performed. Substantially most of our revenues are generated from U.S. customers, while international customers are de minimis, as such the financial information by geographic location is not presented.


Table 3.1: Revenue by Customer Type
	For the Year Ended December 31,
	2022			2021			2020
	Amount		%	Amount		%	Amount		%

	(dollars in thousands)
Federal government	$	205,538	95%	$	232,876	96%	$	171,677	95%
State & local government, and commercial	11,349		5%	9,557		4%	8,240		5%
Total revenue	$	216,887		$	242,433		$	179,917


Table 3.2: Revenue by Contract Type
	For the Year Ended December 31,
	2022			2021			2020
	Amount		%	Amount		%	Amount		%

	(dollars in thousands)
Firm fixed-price	$	179,803	83%	$	212,304	88%	$	151,703	84%
Time-and-materials	12,963		6%	12,461		5%	13,455		8%
Cost plus fixed-fee	24,121		11%	17,668		7%	14,759		8%
Total revenue	$	216,887		$	242,433		$	179,917


Table 3.3: Revenue Concentrations Greater than 10% of Total Revenue
	For the Year Ended December 31,
	2022	2021	2020
U.S. Department of Defense ("DoD")	74 %	74 %	65 %
Civilian federal agencies	21 %	22 %	30 %


Table 3.4: Contract Balances
		As of December 31,
	Balance Sheet Presentation	2022		2021

		(in thousands)
Billed account receivables (1)	Accounts receivable, net	$	13,521	$	18,470
Unbilled account receivables	Accounts receivable, net	11,657		7,563
Contract assets	Accounts receivable, net	14,891		33,811
Contract liabilities - current	Contract liabilities	6,444		6,381

(1) Net of allowance for credit losses

The significant changes in the Company's contract assets and contract liabilities during the current period were primarily the result of the timing differences between the Company's performance, invoicing and customer payments. For the years ended December 31, 2022, 2021 and 2020, the amount of revenue recognized during the year that was included in the opening contract liabilities balance was $5.2 million, $4.3 million, and $5.3 million, respectively.

As of December 31, 2022, we had approximately $82.2 million of remaining performance obligations, which we also refer to as funded backlog. We expect to recognize approximately 93% of our remaining performance obligations as revenue in 2023, and approximately 4% by 2024, with the remainder recognized thereafter.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

ACCOUNTS RECEIVABLE, NET

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

ACCOUNTS RECEIVABLE, NET


Table 4.1: Details of Accounts Receivable, Net
	As of December 31,
	2022		2021

	(in thousands)
Billed accounts receivables	$	13,655	$	18,586
Unbilled accounts receivable	11,657		7,563
Contract assets	14,891		33,811
Allowance for credit losses	(134)		(116)
Accounts receivable, net	$	40,069	$	59,844

As our primary customer base includes agencies of the U.S. government, we have a concentration of credit risk associated with our accounts receivable, as 92% of our billed and unbilled accounts receivable, as of December 31, 2022, were directly with U.S. government customers. While we acknowledge the potentially material and adverse risk of such a significant concentration of credit risk, our past experience of collecting substantially all of such receivables provide us with an informed basis that such risk, if any, is manageable. We perform ongoing credit evaluations of all of our customers and generally do not require collateral or other guarantee from our customers. We maintain allowances for potential losses.


Table 4.2: Allowance for Credit Losses Activities
	Balance Beginning of Year		Bad Debt Expenses (1)		Write-Offs / Recoveries (2)		Balance End of Year

	(in thousands)
For the Year Ended December 31, 2022	$	116	$	99	$	(81)	$	134
For the Year Ended December 31, 2021	$	308	$	7	$	(199)	$	116
For the Year Ended December 31, 2020	$	720	$	(412)	$	—	$	308

(1) Accounts receivable reserves and reversals of allowance for subsequent collections, net

(2) Accounts receivable written-off and subsequent recoveries, net

On July 15, 2016, the Company entered into an accounts receivable purchase agreement under which the Company could sell certain accounts receivable (balance not to exceed $10.0 million) to a third party, or the "Factor", without recourse to the Company, with an availability period through June 30, 2022, and from year to year thereafter unless terminated in writing by the parties. There were no accounts receivable sold during 2022 and 2021, respectively. As of December 31, 2022 and 2021, there were no outstanding sold accounts receivable.

INVENTORIES, NET

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

INVENTORIES, NET


Table 5.1: Details of Inventories, Net
	As of December 31,
	2022		2021

	(in thousands)
Gross inventory	$	3,642	$	2,108
Allowance for inventory obsolescence	(765)		(861)
Inventories, net	$	2,877	$	1,247

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET


Table 6: Details of Property and Equipment, Net
	As of December 31,
	2022		2021

	(in thousands)
Furniture and equipment	$	16,033	$	15,420
Leasehold improvement	3,145		2,994
Property and equipment, at cost	19,178		18,414
Accumulated depreciation and amortization	(14,391)		(12,326)
Property and equipment, net	$	4,787	$	6,088

Depreciation and amortization expense was $2.4 million, $1.8 million, and $1.7 million for the years ended December 31, 2022, 2021, and 2020, respectively.

GOODWILL	12 Months Ended
GOODWILL	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	GOODWILL The goodwill balance was $17.9 million as of December 31, 2022 and 2021, of which $3.0 million is allocated to the Security Solutions segment and $14.9 million is allocated to the Secure Networks segment. During the year ended December 31, 2021, the Company recorded goodwill of $3.0 million in connection with the DFT acquisition that was completed in July 2021. See N ote 10 – Acqu isition for further details. As a result of the segment reorganization in 2021, as further discussed in Note 2 - Significant Accounting Policies, we reported two operating and reportable segments: Security Solutions and Secure Networks. The two operating and reportable segments represent the reporting units for purposes of testing goodwill. The net assets attributable to the reporting units are determined based upon the estimated assets and liabilities attributable to the reporting units in deriving its free cash flows. In addition, the estimate of the total fair value of our reporting units is compared to the market capitalization of the Company. Goodwill is subject to annual impairment tests and in the interim if triggering events are present before the annual tests, we will assess impairment. At year-end, the Company performed its annual impairment test of goodwill for all of the reporting units, and no impairment charges were taken during the years ended December 31, 2022, 2021 and 2020.

INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS, NET

8. INTANGIBLE ASSETS, NET


Table 8.1: Details of Intangible Assets, Net
	Estimated useful life	As of December 31, 2022						As of December 31, 2021
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value

		(in thousands)
Acquired technology	8 years	$	3,630	$	(643)	$	2,987	$	3,630	$	(256)	$	3,374
Customer relationships	3 years	40		(19)		21		40		(5)		35
Software development costs	2 - 5 years	35,080		(7,793)		27,287		22,222		(6,432)		15,790
Subtotal		38,750		(8,455)		30,295		25,892		(6,693)		19,199
Software held for resale (1)		7,120		—		7,120		—		—		—
Total		$	45,870	$	(8,455)	$	37,415	$	25,892	$	(6,693)	$	19,199

(1) This amount is net of $0.7 million charged into cost of sales.

Amortization expense related to capitalized software development costs was $1.4 million, $1.6 million, and $1.7 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Amortization expense related to other intangible assets was $0.4 million, and $0.3 million for the years ended December 31, 2022, and 2021, respectively. No other intangible assets reported prior to the acquisition in 2021, see Note 10 – Acquisition for further details.

The Company did not recognize any impairment charges on intangible assets for the periods presented.


Table 8.2: Estimated Future Amortization Expense of Intangible Assets, Net
	As of December 31, 2022
	(in thousands)
Year Ending December 31, 2023	$	6,046
Year Ending December 31, 2024	7,757
Year Ending December 31, 2025	5,699
Year Ending December 31, 2026	4,699
Year Ending December 31, 2027	3,936
Thereafter	2,158
Total	$	30,295

Actual amortization expense in future periods could differ from these estimates as a result of impairments, timing of completion of in-process software development projects, future releases and other factors.

OTHER BALANCE SHEET COMPONENTS

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

OTHER BALANCE SHEET COMPONENTS


Table 9.1: Details of Accounts Payable and Other Accrued Liabilities
	As of December 31,
	2022		2021

	(in thousands)
Accounts payable	$	12,606	$	7,869
Accrued payables	9,945		25,300
Others	—		1,379
Accounts payable and other accrued liabilities	$	22,551	$	34,548


Table 9.2: Details of Other Current Liabilities
	As of December 31,
	2022		2021

	(in thousands)
Other accrued expenses	1,530		978
Restructuring expenses accrual	2,763		—
Other	626		452
Other current liabilities	$	4,919	$	1,430

ACQUISITION	12 Months Ended
ACQUISITION	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
ACQUISITION	ACQUISITION On July 30, 2021, the Company acquired the assets of DFT and wholly-owned subsidiaries for a total purchase consideration of $6.7 million, inclusive of $0.3 million related to a pre-existing contractual arrangement with DFT. Upon closing, $5.9 million of cash was paid with an additional $0.6 million payable to DFT 18 months after the close date (the "holdback"). The holdback amount was discounted to its present value of $0.5 million using a discount rate relevant to the acquisition. The acquisition adds several new patents to the Company's library of biometric and digital identity intellectual property. The addition of contactless biometrics technology will enable the Company to better serve the needs of organizations in existing and new markets. The acquisition of the assets of DFT has been accounted for under U.S. GAAP using the acquisition method of accounting. The total purchase consideration of $6.7 million has been allocated among the assets acquired at their fair value at the acquisition date. The Company recognized $3.7 million of intangible assets and $3.0 million of goodwill, which is housed in the Security Solutions operating segment. Goodwill is primarily attributable to excess of the purchase price over the acquired identifiable net tangible and intangible assets. The acquired intangible assets will be amortized on a straight-line basis over 3 - 8 years. The acquisition was considered an asset purchase for tax purposes and the recognized goodwill is deductible for tax purposes. Acquisition-related costs were immaterial and have been expensed as incurred.

PURCHASE OF TELOS ID NON-CONTROLLING INTERESTS	12 Months Ended
PURCHASE OF TELOS ID NON-CONTROLLING INTERESTS	Dec. 31, 2022
Noncontrolling Interest [Abstract]
PURCHASE OF TELOS ID NON-CONTROLLING INTERESTS	PURCHASE OF TELOS ID NON-CONTROLLING INTERESTS Telos ID was formed as a limited liability company under the Delaware Limited Liability Company Act in 2007. Prior to the IPO in November 2020, the Company owned a 50% interest in Telos ID, with the remaining interest owned by Hoya ID Fund A, LLC ("Hoya") as the non-controlling interest. On October 5, 2020, we entered into a Membership Interest Purchase Agreement between the Company and Hoya to purchase all of the Class B Units of Telos ID ("Telos ID Units") owned by Hoya (the "Telos ID Purchase"). Upon the closing of the Telos ID Purchase, Telos ID became our wholly-owned subsidiary. On November 23, 2020, the Telos ID Purchase was consummated with the Company transferring $30.0 million in cash and issuing 7.3 million shares of our common stock at $20.39 per share (which totals approximately $148.4 million); the total consideration transferred to Hoya was $178.4 million. As part of the common stock issuance, the Company recognized a credit to additional paid-in-capital ("APIC") of $148.4 million. The Company further recognized a debit to APIC of $173.9 million as part of the elimination of Hoya's non-controlling interest in Telos ID. The net impact to APIC associated with the acquisition of the additional 50% interest in Telos ID was a debit of $25.5 million. In fiscal year 2020, 50% of the profit allocated to the Class B member amounted to $5.2 million. During the year ended December 31, 2020, the Class B member received a total of $2.8 million of distribution and a final distribution of $2.4 million in January 2021.

DEBT AND OTHER OBLIGATIONS	12 Months Ended
DEBT AND OTHER OBLIGATIONS	Dec. 31, 2022
Debt Disclosure [Abstract]
DEBT AND OTHER OBLIGATIONS	DEBT AND OTHER OBLIGATIONS Revolving Credit Facility On December 30, 2022 (the "Closing Date"), we entered into a Credit Agreement (the "Credit Agreement"), by and among the Company, as borrower, Xacta Corporation, ubIQuity.com.inc, Teloworks, Inc., and Telos Identity Management Solutions, LLC, as guarantors, the lenders party thereto (the "Lenders"), and JPMorgan Chase Bank N.A., as administrative agent for the Lenders (in such capacity, the "Agent"). The Credit Agreement provides for a $30.0 million senior secured revolving credit facility with a maturity date of December 30, 2025, with the option of issuing letters of credit thereunder with a sub-limit of $5.0 million, and with an uncommitted expansion feature of up to $30.0 million of additional revolver capacity (the "Loan"). The Loan is subject to acceleration in the event of customary events of default. The Company has not drawn any amount under the Loan. Borrowings under the Credit Agreement will accrue interest, at our option, at one of three variable rates, plus a specified margin. We can elect to borrow at (i) the Alternative Base Rate, plus 0.9%; (ii) Adjusted Daily Simple Secured Overnight Financing Rate ("SOFR"), plus 1.9%; and (iii) Adjusted Term SOFR, plus 1.9%, as such capitalized terms are defined and calculated in the Credit Agreement. The Company may elect to convert borrowings from one type of borrowing to another type per the terms of the Credit Agreement. After the occurrence and during the continuance of any event of default, the interest rate may increase by an additional 2.0%. We are obligated to pay accrued interest (i) with respect to amounts accruing interest based on the Alternative Base Rate, each calendar quarter and on the maturity date, (ii) with respect to amounts accruing interest based on Adjusted Daily Simple SOFR, on each one month anniversary of the borrowing and on the maturity date, and (iii) with respect to amounts accruing interest based on Adjusted Term SOFR, at the end of the period specified per the Credit Agreement and on the maturity date. Upon five, three, or one days' prior notice, as applicable, we may prepay any portion or the entire amount of the Loan. We are also paying costs and customary fees, including a closing fee, commitment fees and letter of credit participation fee, if any, payable to the Agent and Lenders, as applicable, in connection with the Loan. The Loan under the Credit Agreement is collateralized by substantially all of the Company's assets, including the Company's pledge of its domestic and material foreign subsidiary equity interests. The Loan has various covenants that may, among other things, affect our ability to create, incur, assume or suffer any indebtedness, merge into or consolidate with another entity, acquire entity interests, sell or transfer certain assets, enter into certain arrangements (such as sale and leaseback and swap agreements) or restrictive agreements, pay dividends and make certain restricted payments, and amend material documents related to any subordinated indebtedness and corporate agreements. The Credit Agreement also requires certain financial covenants to maintain a Senior Leverage Ratio on the last day of any fiscal quarter, no greater than 3 to 1. We were in compliance with all covenants as of December 31, 2022. The occurrence of an event of default under the Credit Agreement could result in the Loan and other obligations becoming immediately due and payable and allow the Lenders to exercise all rights and remedies available to them under the Credit Agreement. Other Financing Obligations We entered into a Master Purchase Agreement ("MPA") with a third-party buyer ("Buyer") for $9.1 million ("Assignment Price") relating to software licenses under a specific delivery order ("DO") with our customer resulting in proceeds from other financing obligations of $9.1 million in November 2022. Under the MPA, we sold, assigned and transferred all of our rights, title and interest in (i) the DO payments from the customer and (ii) the underlying licenses. The DO covers a base period with an option for the customer to exercise three (3) additional 12-month periods through January 2026. The DO payments assigned to the Buyer are billable to the customer at the beginning of the base period and for each option year exercised. The underlying licenses were acquired for resale, see Note 8 – Intangible Assets, n et for further details. On February 9, 2023, the customer notified us that it would not exercise the first option period under the DO. The MPA provides that, if the customer terminates the DO for non-renewal and the Buyer reasonably concludes that the customer's actions constitute grounds for filing a claim with the customer's contracting officer, Buyer and Telos will cooperate in preparing such a claim, which would be filed in Telos' name. Buyer has notified Telos of its intent to pursue a claim against the customer. Senior Term Loan On January 25, 2017, we entered into a Credit Agreement (the "EnCap Credit Agreement") with Enlightenment Capital Solutions Fund II, L.P., as agent (the "Agent") and the lenders party thereto (the "Lenders") (together referenced as "EnCap"). The EnCap Credit Agreement provided for an $11.0 million senior term loan (the "Loan") with a maturity date of January 25, 2022, subject to acceleration in the event of customary events of default. All borrowings under the Credit Agreement accrued interest at the rate of 13.0% per annum. In connection with the EnCap Credit Agreement, the Company issued warrants (each, a "Warrant") to the Agent and certain of the Lenders representing in the aggregate the right to purchase in accordance with their terms 900,970 shares of the Class A Common Stock of the Company, no par value per share, which was equivalent to approximately 2.5% of the common equity interests of the Company on a fully diluted basis. The exercise price as $1.665 per share and each Warrant would expire on January 25, 2027. The value of the warrants was determined to be de minimis and no value was allocated to them on a relative fair value basis in accounting for the debt instrument. The Credit Agreement also included an $825,000 exit fee, which was payable upon any repayment or prepayment of the loan. This has been included in the total principal due and treated as an unamortized discount on the debt, which would be amortized over the term of the loan, using the effective interest method at a rate of 15.0%. In addition, incurred fees and transaction costs related to the issuance of the EnCap Credit Agreement were amortized over the life of this Agreement. On July 19, 2019, the EnCap Credit Agreement was amended to, among others, provide an additional $5.0 million in principal borrowings, change the maturity date from January 25, 2022 to January 15, 2021 and increase the exit fee to $1.2 million. The exit fee had been included in the total principal due and treated as an unamortized discount on the debt, which was amortized over the term of the loan using the effective interest method at a rate of 17.3% over the remaining term of the loan. The EnCap Credit Agreement was further amended on March 26, 2020 to provide for four quarterly maturity date extensions, which would increase the Exit Fee payable under the Credit Agreement by $0.3 million for each quarterly maturity date extension elected, for a total of $1.0 million increase to the Exit Fee were all four of the maturity date extensions to be elected. The Company paid EnCap an amendment fee of $0.1 million and out-of-pocket costs and expenses in consideration for the March 2020 amendment. On November 24, 2020, upon the closing of the IPO, the Company paid a total of $17.4 million which paid off the EnCap Credit Agreement in full, including an exit fee of $1.2 million, accrued interest of $0.1 million, and legal fees of $13,000. As a result, we recognized a loss on debt extinguishment of $0.1 million presented as a part of the non-operating expense in the consolidated statements of operations. For the year ended December 31, 2020, we incurred interest expenses amounting to $2.7 million. On April 19, 2021, the Company entered into multiple Redemption Agreements and Warrant Redemption and Cancellation Agreements (collectively the "Repurchase Agreement") with EnCap and certain related funds that held the warrants to purchase 900,970 shares of the Company's common stock in addition to 39,682 shares of the Company's common stock. Under the Repurchase Agreement, the Company agreed to repurchase the outstanding warrants for $26.9 million and common stock for $1.3 million. The average price of the warrants and common stock repurchased were $29.85 per share and $31.51 per share, respectively. Upon settlement, the repurchased warrants were retired. The Company reduced common stock for the $0.001 par value of the shares repurchased, with the excess purchase price over par value recorded as a reduction of APIC. As a result of the repurchases, the Company recognized these amounts as a reduction to APIC. Subordinated Debt On March 31, 2015, the Company entered into unsecured Subordinated Loan Agreements and Subordinated Promissory Notes ("Porter Notes") with affiliated entities of Mr. John R. C. Porter (together referenced as "Porter"). Mr. Porter and Toxford Corporation, of which Mr. Porter was the sole shareholder, owned 35.0% of our Class A Common Stock. Under the terms of the Porter Notes, Porter lent the Company $2.5 million, with the outstanding principal bearing interest at a fixed rate of twelve percent (12%), payable quarterly starting August 20, 2015. The unpaid principal, together with interest, was originally due and payable in full on July 1, 2017. On April 18, 2017, we amended and restated the Porter Notes to reduce the interest rate from twelve percent (12%) to six percent (6%) per annum, to be accrued, and extended the maturity date from July 1, 2017 to July 25, 2022. Telos also entered into Intercreditor Agreements with Porter and EnCap, in which the Porter Notes were fully subordinated to the EnCap Credit Agreement and any subsequent senior lenders, and payments under the Porter Notes were permitted only if certain conditions were met. All other terms remained in full force and effect. On November 23, 2020, upon the closing of the IPO, the Porter Notes were paid in full. We incurred interest expense amounting to $0.3 million for fiscal year 2020 on the Porter Notes.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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+ Details

EXCHANGEABLE REDEEMABLE PREFERRED STOCK CONVERSION	12 Months Ended
EXCHANGEABLE REDEEMABLE PREFERRED STOCK CONVERSION	Dec. 31, 2022
Temporary Equity Disclosure [Abstract]
EXCHANGEABLE REDEEMABLE PREFERRED STOCK CONVERSION	EXCHANGEABLE REDEEMABLE PREFERRED STOCK CONVERSION Public Preferred Stock A maximum of 6,000,000 shares of the Public Preferred Stock, par value $0.01 per share, had been authorized for issuance. We initially issued 2,858,723 shares of the Public Preferred Stock pursuant to the acquisition of the Company during fiscal year 1990, recorded at fair value on the date of original issuance. In November 1998, we retired 410,000 shares of the Public Preferred Stock. Prior to the IPO, the total number of shares issued and outstanding was 3,185,586. The Public Preferred Stock was quoted as "TLSRP" on the OTCQB marketplace and the OTC Bulletin Board. The Public Preferred Stock accrued a semi-annual dividend at the annual rate of 12% ($1.20) per share, based on the liquidation preference of $10 per share, and was fully cumulative. For the year ended December 31, 2020, we accrued dividends on the Public Preferred Stock amounting to $3.4 million, which was recorded as interest expense. Upon the closing of the IPO, which constituted a qualified initial public offering for the purposes of the terms of the Exchangeable Redeemable Preferred Stock, each issued and outstanding share of Exchangeable Redeemable Preferred Stock automatically was converted (the "ERPS Conversion") into the right to receive (i) an amount of cash equal to (I) the ERPS Liquidation Value; multiplied by (II) 0.90; multiplied by (III) 0.85 and (ii) that number of shares of common stock (valued at the initial offering price to the public) equal to (I) the ERPS Liquidation Value; multiplied by (II) 0.90; multiplied by (III) 0.15. No fractional shares of common stock, however, were issued upon an ERPS Conversion Event but, in lieu thereof, the holder was entitled to receive an amount of cash equal to the fair market value of a share of common stock (valued at the initial offering price to the public) at the time of such ERPS Conversion Event multiplied by such fractional amount (rounded to the nearest cent). "ERPS Liquidation Value" means, per each share of Exchangeable Redeemable Preferred Stock, $10 together with all accrued and unpaid dividends (whether or not earned or declared) thereon calculated as of the actual date of an ERPS Conversion Event without interest, which was approximately $142.3 million as of November 19, 2020. All shares of common stock issued upon an ERPS Conversion were validly issued, fully paid and non-assessable. On November 23, 2020, holders of Exchangeable Redeemable Preferred Stock received $108.9 million in cash and 1.1 million shares of our common stock at $17 per share for a total value of $19.2 million in connection with the ERPS Conversion. The difference in the redemption value of the ERPS and the carrying value has been accounted for as a gain on extinguishment of debt in accordance with ASC 470 and ASC 480. Approximately $0.2 million of costs directly attributable to this redemption were applied against the gain, resulting in a net gain of $14.0 million.

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

Capital Stock

Our authorized capital stock consists of 250,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.01 par value per share. Prior to our Second Amended and Restated Articles of Incorporation, which were effective November 12, 2020, the relative rights, preferences, and limitations of the Class A common stock and the Class B common stock were in all respects identical. The holders of the common stock had one vote for each share of common stock held. Our Second Amended and Restated Articles of Incorporation authorized our Board of Directors to classify or reclassify shares of our stock in one or more classes or series, to cause the issuance of additional shares of our stock, and to amend our charter without stockholder approval to increase or decrease the number of shares of stock that we have authority to issue.

On November 12, 2020, we filed Articles of Amendment (the "Articles") with the State Department of Assessments and Taxation of the State of Maryland, effective as of the same date (the "Effective Time"). The Articles amended the Company's charter to effect a reverse stock split such that (1) every 1.259446 shares of Class A Common Stock that were issued and outstanding immediately prior to the Effective Time were changed into one issued and outstanding share of Class A Common Stock, and (2) every 1.259446 shares of Class B Common Stock that were issued and outstanding immediately prior to the Effective Time were changed into one issued and outstanding share of Class B Common Stock. Also on November 12, 2020, we filed the Second Articles of Amendment and Restatement (the "Second Amended Articles") with the State Department of Assessments and Taxation of the State of Maryland, effective as of the same date (the "Effective Time"). The Second Amended Articles amended the Company's charter to effect a conversion of each share of the Class B Common Stock that was issued and outstanding immediately prior to the Effective Time into one fully paid and non-assessable share of Class A Common Stock. From and after the Effective Time, certificates representing the Class B Common Stock now represent the number of shares of Class A Common Stock in which such Class B Common Stock was converted. Also, at the Effective Time, the Class A Common Stock was renamed and re-designated as common stock, par value $0.001 per share, of the Corporation.

As of December 31, 2022 and 2021, there were 67,431,632 and 66,767,450 shares of common stock issued and outstanding, respectively. There were no shares of preferred stock issued and outstanding on either date.

Shares Repurchases

Relative to the Repurchase Agreements, as disclosed under Note 12 – Debt and Other Obligations above, the Company agreed to repurchase the 39,682 outstanding shares held by EnCap for $1.3 million on April 19, 2021.

Further, on May 24, 2022, the Company announced that the Board of Directors approved a new share repurchase program ("SRP") authorizing the Company to repurchase up to $50.0 million of its common stock. Pursuant to this authorization, the Company may repurchase shares of its common stock on a discretionary basis from time to time through open market purchases. The repurchase program has no expiration date and may be modified, suspended, or terminated at any time. As of December 31, 2022, there was $38.7 million of the remaining authorization for future common stock repurchases under the SRP.


Table 14.1: Share Repurchase Program Activity
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands, except per share and share data)
Amounts paid for shares repurchased (1)	$	11,284	$	—	$	—
Number of shares repurchased	1,550,162		—		—
Average per share price paid (1)	$	7.28	$	—	$	—

(1) Includes commission paid for repurchases on the open market

Other Comprehensive (Loss)/Income


Table 14.2: Components of Accumulated Other Comprehensive Loss
	As of December 31, 2022
	2022		2021

	(in thousands)
Cumulative foreign currency translation loss	$	(162)	$	(134)
Cumulative actuarial gain on pension liability adjustment	107		107
Accumulated other comprehensive loss	$	(55)	$	(27)

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

EMPLOYEE BENEFIT PLAN	12 Months Ended
EMPLOYEE BENEFIT PLAN	Dec. 31, 2022
Retirement Benefits [Abstract]
EMPLOYEE BENEFIT PLAN	EMPLOYEE BENEFIT PLAN Telos sponsors a defined contribution employee savings plan (the "Plan") under which substantially all full-time employees are eligible to participate. As of December 31, 2022, the Plan held 876,602 shares of Telos common stock. Prior to March 2022, we matched one-half of employee contribution to the Plan up to a maximum of 2% of such employee's eligible annual base salary. In March 2022, we increased the maximum employer match up to 4% of the employee's eligible annual base salary. Participant contributions vest immediately, and Telos contributions vest at the rate of 20% each year, with full vesting occurring after completion of five years of service. Telos intends to fund the employer matching contribution in Telos stock, but will have the discretion to fund the match in cash or a combination of stock and cash, and are funded in the first quarter of the subsequent year. Our total contributions to the Plan for 2022, 2021, and 2020 were $2.2 million, $1.3 million, and $1.2 million, respectively.

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

The Company's stock-based compensation awards are under the 2016 LTIP and issue new shares upon the vesting of stock units under this plan. In October 2020, the Company amended the 2016 LTIP to increase the total number of shares available for issuance from 4,500,000 to 9,400,000 (equivalent to 7,459,913 shares after the stock split in November 2020) and extended the term to September 30, 2030. Our 2016 LTIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock and dividend equivalent rights to our senior executives, directors, employees, and other eligible service providers.

The stock options granted under the 2016 LTIP expire no more than 10 years after the date of grant. No stock options granted under the 2016 LTIP are outstanding as of December 31, 2022. Approximately 0.4 million shares of our common stock were reserved for future grants as of December 31, 2022 under the 2016 LTIP.

The Company records stock-based compensation related to accrued compensation in which it 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, as it has the right to dictate the form of these payments up until the date they are paid. In addition, stock-based compensation expense includes an immaterial increase of $1.3 million for the year ended December 31, 2022, to correct a prior period error. There were no income tax benefits recognized on the share-based compensation expense for these periods.


Table 16.1: Details of Stock-based Compensation Expense
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Cost of sales - services	$	3,497	$	2,640	$	—
Sales and marketing	4,668		7,189		—
Research and development	3,806		3,268		—
General and administrative	52,689		47,134		4
Total	$	64,660	$	60,231	$	4


Table 16.2: Service-Based RSU and Performance-Based RSU Award Activity
	Service-Based RSU	Performance-Based RSU	Total	Weighted-Average Grant Date Fair Value
Unvested outstanding units as of December 31, 2021	3,030,608	492,727	3,523,335	$	34.24
Granted	3,987,911	—	3,987,911	9.89
Vested	(3,068,525)	—	(3,068,525)	21.39
Forfeited	(379,912)	(155,942)	(535,854)	32.95
Unvested outstanding units as of December 31, 2022	3,570,082	336,785	3,906,867	$	19.53

Our key assumptions used to calculate the grant date fair value of the PRSU awards in 2021 include a performance period ranging from 2.45 to 2.92 years, expected volatility between 57.4% - 58.8%, and a risk-free rate of 0.18% - 0.29%. The fair value at the grant date and derived service periods calculated for these market condition PRSUs were $19.12 - $30.84 and between 0.38 - 0.76 years, respectively.

As of December 31, 2022, the intrinsic value of the RSU and PRSUs outstanding, exercisable, and vested or expected to vest was $19.8 million. There was $26.8 million of total compensation costs related to stock-based awards not yet recognized as of December 31, 2022, which is expected to be recognized on a straight-line basis over a weighted-average remaining vesting period of 0.8 years.

(LOSS)/EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

(LOSS)/EARNINGS PER SHARE

For the period of net loss, potentially dilutive securities are not included in the calculation of diluted net (loss)/earnings per share because to do so would be anti-dilutive.


Table 17.1: Potentially Dilutive Securities
	For the Year Ended December 31,
	2022	2021	2020

	(in thousands)
Unvested restricted stock and restricted stock units	529	520	60
Common stock warrants, exercisable at $1.665/sh.	—	400	901
Total	529	920	961

Performance-based RSUs of 336,785 have been excluded in the calculation of the potentially dilutive securities above because issuance of such shares are contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period.

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES


Table 18.1: Components of Provision for/(Benefit from) Income Taxes
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Current provision/(benefit)
Federal	$	—	$	—	$	—
State	19		(98)		(77)
Total current	19		(98)		(77)
Deferred tax expense
Federal	37		19		27
State	(2)		51		4
Total deferred	35		70		31
Provision for/(benefit from) income taxes	$	54	$	(28)	$	(46)


Table 18.2: Reconciliation of Statutory Tax Rate to Actual Tax Rate
	For the Year Ended December 31,
	2022		2021		2020
Computed expected income tax provision	21.0	%	21.0	%	21.0	%
State income taxes, net of federal income tax benefit	3.6		1.5		1.0
Change in valuation allowance for deferred tax assets	(3.7)		(7.9)		17.0
Cumulative deferred adjustments	(0.9)		—		0.7
Provision to return adjustments	0.1		(0.4)		0.5
Other permanent differences	(0.1)		(0.2)		1.0
Dividend and accretion on preferred stock	—		—		10.5
Gain on redemption of preferred stock	—		—		(43.3)
Stock-based compensation	(20.6)		—		—
Section 162(m) limitation - covered employees	(2.0)		(16.0)		14.6
Capitalization of IPO transaction costs	—		—		4.4
Uncertain tax positions	(0.5)		(0.6)		0.2
R&D credit	3.0		2.7		(12.4)
Non-controlling interest	—		—		(15.9)
Effective tax rate	(0.1	%)	0.1	%	(0.7	%)


Table 18.3: Components of Deferred Tax Assets and Liabilities
	As of December 31,
	2022		2021

	(in thousands)
Deferred tax assets:
Accounts receivable, principally due to allowance for doubtful accounts	$	33	$	29
Allowance for inventory obsolescence and amortization	210		315
Accrued liabilities not currently deductible	1,151		1,713
Stock-based compensation	7,943		7,993
Accrued compensation	915		648
Lease liabilities	3,349		3,813
Section 163(j) interest limitation	—		54
Goodwill	34,009		37,394
Capitalized research and development costs	362		—
Net operating loss carryforwards - federal	6,034		5,681
Net operating loss carryforwards - state	1,155		1,014
R&D tax credit	3,760		2,645
Total gross deferred tax assets	58,921		61,299
Less valuation allowance	(57,559)		(55,588)
Total deferred tax assets, net of valuation allowance	1,362		5,711
Deferred tax liabilities:
Amortization and depreciation	(86)		(3,945)
Right-of-use assets	(2,034)		(2,489)
Total deferred tax liabilities	(2,120)		(6,434)
Net deferred tax liabilities	$	(758)	$	(723)


Table 18.4: Valuation Allowance Activity
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Balance at beginning of year	$	55,588	$	52,198	$	7,206
Additions	1,971		3,390		44,992
Balance at end of year	$	57,559	$	55,588	$	52,198

We establish a valuation allowance for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of future taxable income. We considered projected future taxable income, tax planning strategies, and reversal of taxable temporary differences in making this assessment. Based on available evidence, we have determined that a full valuation allowance is required as of December 31, 2022 and 2021. As a result of a full valuation allowance against our deferred tax assets and liabilities, a deferred tax liability related to indefinite-lived goodwill remains on our consolidated balance sheets on December 31, 2022 and 2021.

On December 31, 2022, for federal income tax purposes, there was approximately a $28.7 million net operating loss available to be carried forward to offset future taxable income. Approximately $10.6 million of these net operating loss carryforwards expire in 2037, the remaining will be carried forward indefinitely. As of December 31, 2022, there was approximately $5.0 million of R&D credit carryover which begins to expire in 2033. Certain tax attributes of the Company, including net operating losses and credits, would be subject to a limitation should an ownership change as defined under Section 382 of the Internal Revenue Code of 1986, as amended, occur. The limitations resulting from a change in ownership could affect the Company's ability to utilize its tax attributes. A study was completed in 2020 which confirmed that no limitation applies to the Company's tax attributes as of December 31, 2020. We believe that ownership activity since December 31, 2020 would not result in limitation sufficient to result in the expiration of unused attributes.

Under the provisions of ASC 740, we determined that there were approximately $1.4 million, $1.1 million, and $0.8 million of unrecognized tax benefits as of December 31, 2022, 2021, and 2020, respectively. Included in the balance of unrecognized tax benefits as of December 31, 2022, 2021, and 2020 were $0.1 million, $0.2 million, and $0.3 million, respectively, of tax benefits that, if recognized, would impact the effective tax rate. Also included in the balance of unrecognized tax benefits as of December 31, 2022, 2021, and 2020 were $1.3 million, $0.9 million, and $0.5 million, respectively, of tax benefits that, if recognized, would not impact the effective tax rate due to the Company's valuation allowance. The Company had accrued interest and penalties related to the unrecognized tax benefits of $0.1 million and $0.2 million, which were recorded in other liabilities as of December 31, 2022 and 2021, 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, 2013 to 2022, has not been extended beyond the applicable statute of limitations. As of December 31, 2022, the Company is not under examination by any federal tax jurisdiction, but is currently under examination by a state tax jurisdiction.


Table 18.5: Reconciliation of the Beginning and Ending Amounts of Unrecognized Tax Benefit
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Balance at beginning of year	$	1,056	$	763	$	714
(Decrease)/increase in prior year tax positions	(5)		90		(104)
Increase related to current year tax positions	377		273		213
Decrease related to lapse of statutes	(71)		(70)		(60)
Balance at end of year	$	1,357	$	1,056	$	763

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

LEASES

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

We lease office space facilities and equipment under non-cancelable operating and finance leases with various expiration dates, some of which contain renewal options. The Company's lease portfolio is comprised of two major classes. The lease of the Ashburn facility is accounted for as a finance lease. The other office spaces and equipment leased are accounted for as operating leases. We have included options to extend in the operating lease ROU assets and liabilities when we are reasonably certain that we will exercise such options.

In May 2014, the Company entered into a new lease arrangement with the new landlord on the Ashburn facility, which expires on May 28, 2029. In accordance with this lease agreement, the basic rent increases by a fixed 2.5% escalation annually.


Table 19.1: Details of Lease Costs
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Operating lease cost	$	550	$	713	$	724
Short-term lease cost (1)	49		13		93
Finance lease cost
Amortization of finance lease assets	1,221		1,221		1,221
Interest on finance lease liabilities	688		758		822
Total finance lease cost	1,909		1,979		2,043
Total lease costs	$	2,508	$	2,705	$	2,860

(1) Leases that have terms of 12 months or less.


Table 19.2: Future Minimum Lease Payments
	Operating Leases		Finance Leases

	(in thousands)
Year Ending December 31, 2023	$	373	$	2,203
Year Ending December 31, 2024	27		2,258
Year Ending December 31, 2025	—		2,314
Year Ending December 31, 2026	—		2,371
Year Ending December 31, 2027	—		2,431
Thereafter	—		3,541
Total minimum lease payments	400		15,118
Less: Imputed interest	(12)		(2,278)
Total lease obligations	388		12,840
Less: Current portion of lease obligations	(361)		(1,592)
Long-term lease obligations	$	27	$	11,248

Table 19.3: Weighted-Average Remaining Lease Terms and Discount Rates

For the Year Ended December 31,

2022

2021

2020

Weighted average remaining lease term (in years):

Finance leases

6.3 years

7.3 years

8.3 years

Operating leases

1.0 year

1.7 years

2.5 years

Weighted average discount rate:

Finance leases

5.04%

Operating leases

5.75%


Table 19.4: Supplemental cash flow information related to leases
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$	603	$	768	$	745
Operating cash flows related to finance leases	688		758		820
Financing cash flows related to finance leases	1,461		1,339		1,225

LEASES


Table 19.1: Details of Lease Costs
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Operating lease cost	$	550	$	713	$	724
Short-term lease cost (1)	49		13		93
Finance lease cost
Amortization of finance lease assets	1,221		1,221		1,221
Interest on finance lease liabilities	688		758		822
Total finance lease cost	1,909		1,979		2,043
Total lease costs	$	2,508	$	2,705	$	2,860

(1) Leases that have terms of 12 months or less.


Table 19.2: Future Minimum Lease Payments
	Operating Leases		Finance Leases

	(in thousands)
Year Ending December 31, 2023	$	373	$	2,203
Year Ending December 31, 2024	27		2,258
Year Ending December 31, 2025	—		2,314
Year Ending December 31, 2026	—		2,371
Year Ending December 31, 2027	—		2,431
Thereafter	—		3,541
Total minimum lease payments	400		15,118
Less: Imputed interest	(12)		(2,278)
Total lease obligations	388		12,840
Less: Current portion of lease obligations	(361)		(1,592)
Long-term lease obligations	$	27	$	11,248

Table 19.3: Weighted-Average Remaining Lease Terms and Discount Rates

For the Year Ended December 31,

2022

2021

2020

Weighted average remaining lease term (in years):

Finance leases

6.3 years

7.3 years

8.3 years

Operating leases

1.0 year

1.7 years

2.5 years

Weighted average discount rate:

Finance leases

5.04%

Operating leases

5.75%


Table 19.4: Supplemental cash flow information related to leases
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$	603	$	768	$	745
Operating cash flows related to finance leases	688		758		820
Financing cash flows related to finance leases	1,461		1,339		1,225

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Emmett J. Wood, the brother of our Chairman and CEO, has been an employee of ours since 1996. The amounts paid to this individual as compensation for the years ended December 31, 2022, 2021, and 2020 were $1.3 million, $0.5 million and $1.2 million, respectively. Additionally, Mr. Wood owned 178,041 and 73,562 shares of the Company's common stock as of December 31, 2022 and 2021, respectively. In January 2023, Emmett Wood tendered his resignation as an employee effective February 7, 2023. On March 31, 2015, the Company entered into an interest-bearing subordinated debt with Mr. Porter and Toxford Corporation ("Porter Notes") for $2.5 million (see Note 12 - Debt and Other O bligations for further information on the Porter Notes). Toxford Corporation, of which Mr. Porter was the sole shareholder, owned 35.0% of our Class A Common Stock. The Porter Notes were paid in full upon the closing of the IPO in 2020. We incurred $0.3 million of interest expense for the year ended December 31, 2020. One of the Company's directors serves as a consultant to the Company. In February 2022, the director and the Company amended the consulting agreement to provide that the Company would pay the remainder of the director's consulting fees for 2022 in a fixed price amount in the form of restricted stock units. The Company granted the director 26,091 restricted stock units on February 1, 2022, which vest quarterly in four equal amounts through the end of the year, subject to the director's continued performance under the consulting agreement. The cash amount paid for his consultancy services were $25,000, $0.3 million and $0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENT INFORMATION

As noted in Note 2 - Significant Accounting Policies, we conduct our operations through two operating segments: Security Solutions and Secure Networks.

Our Security Solutions segment is primarily focused on cybersecurity, cloud and identity solutions, and secure messaging through Xacta, Telos Ghost, Telos Advanced Cyber Analytics, Telos AMHS and Telos ID offerings. We recognize revenue on contracts from providing various system platforms in the cloud, on-premises, and in hybrid cloud environments, as well as software sales or software-as-a-service. Revenue associated with the segment's custom solutions is recognized as work progresses or upon delivery of services and products. Fluctuation in revenue from period to period is the result of the volume of software sales, and the progress or completion of cloud and/or cybersecurity solutions during the period. The majority of the operating costs relate to labor, material, and overhead costs. Software sales have immaterial operation costs associated with them, thus yielding higher margins. Gross profit and margin are a function of operational efficiency on security solutions and changes in the volume of software sales.

Our Secure Networks segment provides secure networking architectures and solutions to our customers through secure mobility solutions, and network management and defense services. Revenue is recognized over time as the work progresses on contracts related to managing network services and information delivery. Contract costs include labor, material, and overhead costs. Variances in costs recognized from period to period primarily reflect increases and decreases in activity levels on individual contracts.


Table 21.1: Results of Operations by Business Segment
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Revenues
Security Solutions	$	120,454	$	123,534	$	127,667
Secure Networks	96,433		118,899		62,627
Inter-segment elimination	—		—		(10,377)
Total revenue	216,887		242,433		179,917
Gross profit
Security Solutions	61,948		64,904		50,458
Secure Networks	17,095		21,125		11,962
Total gross profit	79,043		86,029		62,420
Selling, general and administrative expenses	132,893		127,493		62,123
Operating (loss)/income	(53,850)		(41,464)		297
Other income/(expense)	1,350		(921)		(255)
Interest expense	(874)		(777)		(7,259)
Gain on redemption of public preferred stock	—		—		14,012
(Loss)/income before income taxes	(53,374)		(43,162)		6,795
(Provision for)/benefit from income taxes	(54)		28		46
Net (loss)/income	(53,428)		(43,134)		6,841
Less: Net income attributable to non-controlling interest	—		—		(5,154)
Net (loss)/income attributable to Telos Corporation	$	(53,428)	$	(43,134)	$	1,687

We measure each segment's profitability based on gross profit. We account for inter-segment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices. Interest income, interest expense, other income and expense items, and income taxes, as reported in the consolidated financial statements, are not part of the segment profitability measure and are primarily recorded at the corporate level.

Management does not utilize total assets by segment to evaluate segment performance or allocate resources. As a result, assets are not tracked by segment, and therefore, total assets by segment are not disclosed.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

COMMITMENT AND CONTINGENCIES	12 Months Ended
COMMITMENT AND CONTINGENCIES	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENT AND CONTINGENCIES	COMMITMENT AND CONTINGENCIES Legal Proceedings On February 7, 2022, Telos and certain of its current and former officers were named as defendants in a lawsuit filed in the United States District Court for the Eastern District of Virginia ("Court"). In the complaint, the plaintiffs, who purport to represent a class of purchasers of Telos common stock between November 19, 2020, and March 16, 2022, allege that the defendants violated securities laws by failing to disclose delays relating to the launch of certain contracts between Telos and the Transportation Security Administration ("TSA") and the Centers for Medicare and Medicaid Services and to take into account those delays when providing a financial forecast for the Company's 2021 performance. On June 15, 2022, the Plaintiffs filed a consolidated complaint which added claims (i) concerning Telos' disclosure of revenue projections for these contracts, (ii) against the directors of Telos at the time of its initial public offering, and (iii) pursuant to Sections 11 and 15 of the Securities Act of 1933. On February 1, 2023, the Court dismissed the lawsuit in its entirety for failure to state a claim. The Court's order of dismissal provided the plaintiff twenty-one days within which to file a motion for leave to file an amended complaint, should they have a good faith basis to do so. On March 1, 2023, Plaintiffs filed a motion for leave to file an amended complaint, and on March 13, 2023, the Court granted the parties' consent motion permitting the filing of a consolidated amended class action complaint and establishing a briefing schedule for Telos' forthcoming motion to dismiss that amended complaint. In addition, the Company is a party to litigation arising in the ordinary course of business. These legal proceedings seek various remedies, including claims for monetary damages in varying amounts, none of which are considered material, or are unspecified as to amount. Although the outcome of any such matter is inherently uncertain and may be materially adverse, based on current information, management believes that the outcome of such known matters will not have a material adverse effect on the Company's financial condition and results of operations. As of December 31, 2022, the Company does not believe that there are claims or proceedings that would have a material adverse effect on the business, or the consolidated financial statements of the Company. Other - Government Contracts As a U.S. government contractor, we are subject to various audits and investigations by the U.S. government to determine whether our operations are being conducted in accordance with applicable regulatory requirements. U.S. government investigations of our operations, whether relating to government contracts or conducted for other reasons, could result in administrative, civil, or criminal liabilities, including repayments, fines or penalties being imposed upon us, suspension, proposed debarment, debarment from eligibility for future U.S. government contracting, or suspension of export privileges. Suspension or debarment could have a material adverse effect on us because of our dependence on contracts with the U.S. government. U.S. government investigations often take years to complete and many result in no adverse action against us. We also provide products and services to customers outside of the United States, which are subject to U.S. and foreign laws and regulations and foreign procurement policies and practices. Our compliance with local regulations or applicable U.S. government regulations also may be audited or investigated.

SUPPLEMENTAL CASH FLOW INFORMATION

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Elements [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION


Table 23.1: Details of Cash, Cash Equivalent, and Restricted Cash
	As of December 31,
	2022		2021

	(in thousands)
Cash and cash equivalents	$	119,305	$	126,562
Restricted cash (1)	133		—
Cash, cash equivalents, and restricted cash	$	119,438	$	126,562

(1)Restricted cash consists of a commercial money market account held as a deposit on the Ashburn lease and is recorded under "Other assets" on the Consolidated Balance Sheets.


Table 23.2: Supplemental Cash Flow Information
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Cash paid during the year for:
Interest	$	803	$	758	$	7,259
Income taxes	188		60		64
Non-cash investing and financing activities:
Operating lease ROU assets obtained in exchange for operating lease liabilities	511		638		613
Capital expenditure activity in accounts payable and other accrued liabilities	211		—		—
Common stock repurchase under accounts payable and other accrued liabilities	139		—		—
Acquisition holdback	—		506		—
Dividends from preferred stock recorded as interest expense	—		—		3,384
Common stock issued on redemption of public preferred stock	—		—		19,213
Common stock issued on purchase of Telos ID membership interest	—		—		148,399
Distributions to Telos ID Class B member – non-controlling interest	—		—		2,436
Deferred financing costs in accounts payable and other accrued liabilities	114		—		—

REVISION OF UNAUDITED QUARTERLY FINANCIAL DATA

12 Months Ended

Dec. 31, 2022

Accounting Changes and Error Corrections [Abstract]

REVISION OF UNAUDITED QUARTERLY FINANCIAL DATA

Revisions of Previously Issued Quarterly Financial Statements

During the course of preparing the Company's consolidated financial statements for the year ended December 31, 2022, we identified that stock-based compensation expense related to PRSU awards with market conditions was erroneously reversed when those PRSUs were forfeited during each of the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. Due to the errors, general and administrative expense was understated by $1.6 million in the first quarter of 2022, $1.9 million in the second quarter of 2022, and $1.1 million in the third quarter of 2022. Although the Company has determined that these errors did not have a material impact on its previously issued interim consolidated financial statements, it will revise the previously reported interim financial information in conjunction with the issuance of its quarterly filings on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023. The errors had no net impact on cash flows from operating, investing or financing activities in the consolidated statement of cash flows. The following tables set forth the effects of the revisions of previously issued unaudited quarterly consolidated financial statements to correct for prior period errors.


Table 24.1. Revised Quarterly Financial Data for Fiscal Years 2022 and 2021
	For the Three Months Ended
	Fiscal Year 2022								Fiscal Year 2021
	March 31, 2022		June 30 2022		September 30, 2022		December 31, 2022		March 31, 2021		June 30, 2021		September 30, 2021		December 31, 2021

	(in thousands, except per share amounts)
Revenue- services	$	48,108	$	50,270	$	55,305	$	39,059	$	52,058	$	49,003	$	62,955	$	57,532
Revenue - products	2,052		5,521		8,288		8,284		3,699		4,641		6,026		6,519
Total revenue	50,160		55,791		63,593		47,343		55,757		53,644		68,981		64,051
Cost of sales – services	29,731		31,436		36,746		23,421		39,490		28,609		40,137		35,121
Cost of sales – products	1,558		3,426		5,902		5,624		1,798		2,501		3,967		4,781
Total cost of sales	31,289		34,862		42,648		29,045		41,288		31,110		44,104		39,902
Gross profit	18,871		20,929		20,945		18,298		14,469		22,534		24,877		24,149
Selling, general and administrative expenses:
Sales and marketing	5,252		4,741		3,042		3,547		3,826		5,043		5,363		5,423
Research and development	5,430		4,489		3,981		3,018		4,061		5,327		4,863		4,845
General and administrative	24,556		25,735		22,706		26,396		20,076		29,635		19,739		19,292
Total selling, general and administrative expenses	35,238		34,965		29,729		32,961		27,963		40,005		29,965		29,560
Operating loss	(16,367)		(14,036)		(8,784)		(14,663)		(13,494)		(17,471)		(5,088)		(5,411)
Other income	12		118		518		702		(1,054)		32		20		81
Interest expense	(190)		(187)		(181)		(316)		(196)		(192)		(195)		(194)
Loss before income taxes	(16,545)		(14,105)		(8,447)		(14,277)		(14,744)		(17,631)		(5,263)		(5,524)
(Provision for)/benefit from income taxes	(71)		(54)		(8)		79		(34)		(13)		41		34
Net loss (1)	$	(16,616)	$	(14,159)	$	(8,455)	$	(14,198)	$	(14,778)	$	(17,644)	$	(5,222)	$	(5,490)

Net loss per share: (2)
Basic	$	(0.25)	$	(0.21)	$	(0.13)	$	(0.21)	$	(0.23)	$	(0.26)	$	(0.08)	$	(0.08)
Diluted	$	(0.25)	$	(0.21)	$	(0.13)	$	(0.21)	$	(0.23)	$	(0.26)	$	(0.08)	$	(0.08)

(1) Net loss is equal to Net loss attributable to Telos Corporation.

(2) The sum of the quarterly net loss per share amounts may not equal the full year amount reported since per share amounts are computed independently for each quarter and for the full year based upon the respective weighted-average shares outstanding, basic and diluted.


Table 24.2. Consolidated Statement of Operations
	Three Months Ended March 31, 2022						Three Months Ended June 30, 2022						Three Months Ended September 30, 2022
	As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised

	(in thousands, except per share amounts)
General and administrative	$	22,923	$	1,633	$	24,556	$	23,865	$	1,870	$	25,735	$	21,591	$	1,115	$	22,706
Total selling, general and administrative expenses	33,605		1,633		35,238		33,095		1,870		34,965		28,614		1,115		29,729
Operating loss	(14,734)		(1,633)		(16,367)		(12,166)		(1,870)		(14,036)		(7,669)		(1,115)		(8,784)
Loss before income taxes	(14,912)		(1,633)		(16,545)		(12,235)		(1,870)		(14,105)		(7,332)		(1,115)		(8,447)
Net loss	(14,983)		(1,633)		(16,616)		(12,289)		(1,870)		(14,159)		(7,340)		(1,115)		(8,455)

Net loss per share, basis	$	(0.22)	(0.03)		$	(0.25)	$	(0.18)	(0.03)		$	(0.21)	$	(0.11)	(0.02)		$	(0.13)
Net loss per share, diluted	(0.22)		(0.03)		(0.25)		(0.18)		(0.03)		(0.21)		(0.11)		(0.02)		(0.13)


Table 24.3. Consolidated Statement of Comprehensive Loss
	Three Months Ended March 31, 2022						Three Months Ended June 30, 2022						Three Months Ended September 30, 2022
	As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised

	(in thousands)
Net loss	$	(14,983)	$	(1,633)	$	(16,616)	$	(12,289)	$	(1,870)	$	(14,159)	$	(7,340)	$	(1,115)	$	(8,455)
Comprehensive loss	(14,954)		(1,633)		(16,587)		(12,300)		(1,870)		(14,170)		(7,361)		(1,115)		(8,476)


Table 24.4. Consolidated Balance Sheet
	As of March 31, 2022						As of June 30, 2022						As of September 30, 2022
	As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised

	(in thousands)
Additional paid-in capital	$	376,913	$	1,633	$	378,546	$	388,464	$	3,503	$	391,967	$	398,546	$	4,618	$	403,164
Accumulated deficit	(201,960)		(1,633)		(203,593)		(214,249)		(3,503)		(217,752)		(221,589)		(4,618)		(226,207)


Table 24.5. Consolidated Statement of Changes in Stockholders' Equity
	Three Months Ended March 31, 2022						Three Months Ended June 30, 2022						Three Months Ended September 30, 2022
	As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised

	(in thousands)
Additional paid-in capital, beginning	$	367,153	$	—	$	367,153	$	376,913	$	1,633	$	378,546	$	388,464	$	3,503	$	391,967
Stock-based compensation	12,647		1,633		14,280		14,553		1,870		16,423		15,012		1,115		16,127
Additional paid-in capital, end	376,913		1,633		378,546		388,464		3,503		391,967		398,546		4,618		403,164

Accumulated deficit, beginning	$	(186,977)	$	—	$	(186,977)	$	(201,960)	$	(1,633)	$	(203,593)	$	(214,249)	$	(3,503)	$	(217,752)
Net loss	(14,983)		(1,633)		(16,616)		(12,289)		(1,870)		(14,159)		(7,340)		(1,115)		(8,455)
Accumulated deficit, end	(201,960)		(1,633)		(203,593)		(214,249)		(3,503)		(217,752)		(221,589)		(4,618)		(226,207)

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Principle of Consolidation The accompanying consolidated financial statements include the accounts of Telos and its subsidiaries (see Note 1 – Organization), all of whose issued and outstanding share capital is wholly-owned directly and indirectly by the Telos Corporation. All intercompany transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC").
Basis of Comparison	Basis of Comparison Certain reclassifications have been made to the prior year's consolidated financial statements to conform to the current year's presentation. In the current period, we reclassified and presented the finance leases right-of-use assets separately from our property and equipment line item. The reclassification had no impact on our total assets or liabilities nor on our net (loss)/income or stockholders' equity.
Segment Reporting	Segment ReportingOperating segments are defined as components of an enterprise for which separate discrete financial information is available and evaluated regularly by the chief operating decision maker ("CODM"), or decision-making group, in deciding how to allocate resources and assess performance. We operate our business in two reportable and operating segments: Security Solutions and Secure Networks. These segments enable the alignment of our strategies and objectives and provide a framework for the timely and rational allocation of resources within the line of business. We eliminate any inter-segment revenues and expenses upon consolidation.
Use of Estimates	Use of Estimates Preparing consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and disclosure of contingent assets and liabilities. The Company regularly assesses these estimates; however, actual results could differ from those estimates. We base our estimates on historical experience, currently available information, and various other assumptions that we believe are reasonable under the circumstances. Our estimate also considers the potential effect of the COVID-19 pandemic-related government actions, wherein the actual impact of the pandemic on our business could be materially different than our current estimates. Management evaluates these estimates and assumptions on an ongoing basis, including those relating to revenue recognition on cost estimation on certain contracts, allowance for credit losses, inventory obsolescence, valuation allowance for deferred tax assets, income taxes, certain assumptions related to share-based compensation, valuation of intangible assets and goodwill, and contingencies. Actual results could differ from those estimates. The impact of changes in estimates is recorded in the period in which they become known.
Concentrations	Concentrations Financial instruments that subject us to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. In consideration that a large amount of our working capital and total assets are held in cash and cash equivalents, we are exposed to credit risk in the event of default by the financial institutions to the extent of the amounts held in excess of federal insurance limits. Due to the financial strength and high credit quality of the financial institutions where the accounts are held, we do not believe that this credit risk makes it reasonably possible that a near-term severe impact risk of loss will occur. The Company's receivables are primarily due from the U.S. government, or from prime contractors to whom we are subcontractors and the end customer is the U.S. government, and are generally considered collectable from the perspective of the customer's ability to pay. We believe that the credit risk associated with our receivables is limited due to the creditworthiness of our customers. We maintain an allowance for estimated potential credit losses.
Cash and Cash Equivalents, Restricted Cash	Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash represents funds that are held in our money market account but precluded from use of general business needs through contractual requirements. We report our restricted cash balance within "Other assets" on the consolidated balance sheets.
Contract Balances and Revenue	Contract Balances The timing of revenue recognition may differ from the timing of billing and cash receipts from customers. Amounts are invoiced as work progresses, either at periodic intervals or upon achievement of contractual milestones. We record a contract asset when revenue is recognized prior to invoicing, or a contract liability when cash is received in advance or when milestone payments from customers exceed revenue earned to date. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract liabilities include deferred revenue, customer advances and billings in excess of revenue. Contract assets and liabilities are recorded net on a contract-by-contract basis and are classified based on the contract's operating cycle at the end of each reporting period. We recognize revenue in accordance with ASC Topic 606, "Revenue from Contracts with Customers." The unit of account in ASC 606 is a performance obligation, which is a promise in a contract with a customer to transfer a good or service to the customer. The Company follows the five-step model for recognizing revenue that includes identifying the contract with the customer, determining the performance obligation(s), determining the transaction price, allocating the transaction price to the performance obligation(s), and recognizing revenue as the performance obligations are satisfied. Timing of the satisfaction of performance obligations varies across our businesses due to our diverse product and service mix, customer base, and contractual terms. Significant judgment can be required in determining certain performance obligations, and these determinations could change the amount of revenue and profit recorded in a given period. Our contracts may have a single performance obligation or multiple performance obligations. When there are multiple performance obligations within a contract, we allocate the transaction price, net of any discounts, to each performance obligation based on the standalone selling price of the product or service underlying each performance obligation. Our contracts with the U.S. government are generally subject to the Federal Acquisition Regulation ("FAR") and the price is typically based on estimated or actual costs plus a reasonable profit margin. As such, the standalone selling price of products or services in our contracts with the U.S. Government are typically equal to the selling price stated in the contract. For non-U.S. Government contracts with multiple performance obligations, standalone selling price is the observable price of a good or service when Telos sells that good or service separately in similar circumstances and to similar customers. Contracts are routinely and often modified to account for changes in contract requirements, specifications, quantities, or price. Depending on the nature of the modification, we determine whether to account for the modification as an adjustment to the existing contract or as a new contract. Generally, modifications are not distinct from the existing contract due to the significant interrelatedness of the performance obligations and are therefore accounted for as an adjustment to the existing contract, and recognized as a cumulative adjustment to revenue (as either an increase or reduction of revenue) based on the modification's effect on progress toward completion of a performance obligation. The majority of our revenue is recognized over time, as control is transferred continuously to our customers who receive and consume benefits as we perform. Revenue transferred to customers over time accounted for 89%, 91% and 90% of our revenue for the years ended December 31, 2022, 2021 and 2020. All of our business groups earn services revenue under a variety of contract types, including time and materials, firm-fixed price, firm fixed price level of effort, and cost-plus fixed fee contract types, which may include variable consideration. Revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material, subcontractor costs and indirect expenses. This continuous transfer of control to the customer is supported by clauses in our contracts with U.S. government customers whereby the customer may terminate a contract for convenience and then pay for costs incurred plus a profit, at which time the customer would take control of any work in process. For non-U.S. government contracts where we perform as a subcontractor and our order includes similar FAR provisions as the prime contractor's order from the U.S. government, continuous transfer of control is likewise supported by such provisions. For other non-U.S. government customers, continuous transfer of control to such customers is also supported due to general terms in our contracts and rights to recover damages which would include, among other potential damages, the right to payment for our work performed to date plus a reasonable profit. For performance obligations in which control does not continuously transfer to the customer, we recognize revenue at the point in time in which each performance obligation is fully satisfied. This coincides with the point in time the customer obtains control of the product or service, which typically occurs upon customer acceptance or receipt of the product or service, given that we maintain control of the product or service until that point. Revenue transferred to customers at a point in time accounted for 11%, 9% and 10% of our revenue for the years ended December 31, 2022, 2021 and 2020. Orders for the sale of software licenses may contain multiple performance obligations, such as maintenance, training, or consulting services, which are typically delivered over time, consistent with the transfer of control disclosed above for the provision of services. When an order contains multiple performance obligations, we allocate the transaction price to the performance obligations based on the standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the amount we would sell the product or service to a customer on a standalone basis. For certain performance obligations where we are not primarily responsible for fulfilling the promise to provide the goods or services to the customer, do not have inventory risk and have limited discretion in establishing the price for the goods or services, we recognize revenue on a net basis. Contract Estimates Due to the transfer of control over time, revenue is recognized based on progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the performance obligations. We generally use the cost-to-cost measure of progress on a proportional performance basis for our long-term contracts because it best depicts the transfer of control to the customer, which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation, which includes both the actual costs already incurred and the estimated costs to complete. Revenues are recorded proportionally as costs are incurred. Due to the nature of the work required to be performed on certain of our performance obligations, the estimation of costs at completion is complex, subject to many variables and requires significant judgment. Contract estimates are based on various assumptions, including labor and subcontractor costs, materials and other direct costs and the complexity of the work to be performed. A significant change in one or more of these estimates could affect the profitability of our contracts. We review and update our contract-related estimates regularly and recognize adjustments in estimated profit on contracts on a cumulative catch-up basis, which may result in an adjustment increasing or decreasing revenue to date on a contract in a particular period that the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. Our contracts may include various types of variable consideration, such as claims (for instance, indirect rate or other equitable adjustments) or incentive fees. We include estimated amounts in the transaction price based on all of the information available to us, including historical information and future estimations, and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when any uncertainty associated with the variable consideration is resolved. We have revised and re-submitted several years of incurred cost submissions reflecting certain indirect rate structure changes as a result of regular Defense Contract Audit Agency audits of incurred cost submissions. This resulted in signed final rate agreement letters for fiscal years 2014 to 2016 and conformed incurred cost submissions for 2017 to 2021. We evaluated the resulting changes to revenue under the applicable cost-plus fixed fee contracts for the years 2014 to 2016 as variable consideration, and determined the most likely amount to which we expect to be entitled, to the extent that no constraint exists that would preclude recognizing this revenue or result in a significant reversal of cumulative revenue recognized. We included these estimated amounts of variable consideration in the transaction price and as performance on these contracts is complete, we have recognized revenue of $0.2 million during the year ended December 31, 2021. No revenue adjustment was recorded during the fiscal years ended December 31, 2022 and 2020. We provide for anticipated losses on contracts during the period when the loss is determined by recording an expense for the total expected costs that exceeds the total estimated revenue for a performance obligation. No contract losses were recorded during the years ended December 31, 2022 and 2020. We recorded an immaterial contract loss during the year ended December 31, 2021. Historically, most of our contracts do not include award or incentive fees. For incentive fees, we would include such fees in the transaction price to the extent we could reasonably estimate the amount of the fee. With limited historical experience, we have not included any revenue related to incentive fees in our estimated transaction prices. We may include in our contract estimates additional revenue for submitted contract modifications or claims against the customer when we believe we have an enforceable right to the modification or claim, the amount can be estimated reliably and its realization is probable. We consider the contractual/legal basis for the claim (in particular FAR provisions), the facts and circumstances around any additional costs incurred, the reasonableness of those costs and the objective evidence available to support such claims. For our contracts that have an original duration of one year or less, we use the practical expedient applicable to such contracts and do not consider the time value of money. We capitalize sales commissions related to proprietary software and related services that are directly tied to sales. We do not elect the practical expedient to expense as incurred the incremental costs of obtaining a contract if the amortization period would have been one year or less. For the sales commissions that are capitalized, we amortize the asset over the expected customer life, which is based on recent and historical data.
Accounts Receivable	Accounts Receivable Accounts receivable includes the following: Billed Receivables - Billed receivables are balances where an invoice has been prepared and issued and is collectible under standard contract terms. Where we anticipate that an invoice will be issued within a short period of time and where the funds are considered collectible within standard contract terms, we include this balance as billable accounts receivable. Unbilled Receivables - Unbilled receivables are balances which have not yet been billed due to timing, most commonly just a month delayed from the timing of revenue recognition and the actual bill being presented to the customer. The company has fulfilled all requirements in order to bill the customer and collect the funds. Contract Assets - Contract assets are receivables for which the right to consideration is conditional upon factors other than the passage of time. The timing of these billings is generally driven by contractual terms, which may have billing milestones that are different from revenue recognition milestones. Both billed and unbilled balances are recorded at their face amount less an allowance for credit losses over the contractual payment terms of the receivable. Collectability of these amounts are periodically reviewed based upon managements' knowledge and analysis of available information as of the balance sheet date, including any specific circumstances related to overdue balances, length of time that the receivable has been outstanding, historical bad debts and aging trends, and other general and contract specific factors. The allowance for credit losses is adjusted based on such evaluation. Accounts receivable balances are written off against the allowance when management deems the balances uncollectible. Our contract asset balance is recorded at the net amount expected to be billed for services performed once the objective criteria laid out by the contract has been met.
Inventories	Inventories Inventories are valued at the lower of cost or net realizable value, where cost is determined using the weighted-average method. The value of inventory is adjusted for damaged, obsolete, excess and slowing-moving inventory. Net realizable value of inventory is estimated based on the historical obsolescence experience and planned usage. Inventories are substantially comprised of finished goods that are purchased customer off-the-shelf hardware and software, and component computer parts used in connection with system integration services that we perform.
Property and Equipment	Property and Equipment Property and equipment are recorded at cost. Depreciation is recorded over the assets' estimated useful lives using the straight-line method, which is 3-5 years for furniture and equipment. Leasehold improvements are amortized over the shorter of their useful life or the remaining terms of the lease. Upon sale or retirement of property and equipment, the costs and related accumulated depreciation are eliminated from the accounts and any gain or loss on such disposition is reflected in the consolidated statements of operations. For the years ended December 31, 2022, 2021, and 2020, such amounts are negligible. Repairs and maintenance costs are expensed as incurred.
Impairment of Long-Lived Assets	We evaluate our long-lived assets, including property and equipment, for impairment whenever circumstances indicate that the carrying amount of the asset exceeds its estimated fair value. Considerable management judgment is necessary to estimate its fair value. Accordingly, actual results could differ from such estimates. No events have been identified that caused an evaluation of the recoverability of long-lived assets. Impairment of Long-Lived Assets The Company evaluates its long-lived assets for potential impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable. If such evaluation indicates that the carrying amount of the asset exceeds its estimated future undiscounted cash flows, an impairment loss is recognized to reduce the asset's carrying amount to its estimated fair value. In addition to the recoverability assessment, the Company routinely reviews the remaining lives of its long-lived assets. Any reduction in the useful life assumptions will result in increased depreciation or amortization expense in the period when such determinations are made, as well as in subsequent periods. There are no changes in the estimated useful lives of long-lived assets for the periods presented.
Leases	Leases We determine if an arrangement is a lease and we account for leases in accordance with ASC Topic 842, "Leases." We entered into contractual arrangements primarily for the use of real estate facilities, and certain other equipment. We determine the classification of the lease under these arrangements, if any, at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether we have a right to direct the use of the asset. Leased property meeting certain criteria is capitalized at the present value of the related minimum lease payments. Amortization of finance lease ROU asset is computed using the straight-line method over the lesser of the lease term or the useful life of the related asset. In accordance with ASC 842, we recorded operating lease ROU assets, which represent our right to use an underlying asset for the lease term, and operating lease liabilities which represent our obligation to make lease payments. Generally, we enter into operating lease agreements for facilities. The amount of operating lease liabilities due within 12 months are recorded in other current liabilities, with the remaining operating lease liabilities recorded as non-current liabilities in our consolidated balance sheets based on their contractual due dates. The operating lease ROU assets and liabilities are recognized as of the lease commencement date at the present value of the lease payments over the lease term. Most of our leases do not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate on all operating leases. Some of our operating leases contain lease and non-lease components, which we account for as a single component. Operating lease expense is recognized as rent expense on a straight-line basis over the lease term, and recorded within our consolidated statement of operations. The related lease payments on short-term lease arrangements (leases of 1 year or less) are recognized as expensed on a straight-line basis over the lease term. ROU assets are assessed for potential impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value of the asset may not be recoverable and the carrying amount of the assets exceeds it estimated fair value.
Software Development Costs	Software Development Costs We account for development costs of software in accordance with ASC Topic 985-20 ("ASC 985-20"), "Software – Costs of Software to be Sold, Leased, or Marketed" and ASC Topic 350-40 ("ASC 350-40")"Internal Use Software", depending on the intended use of the software being developed. Under ASC 985-20, all costs of developing software prior to establishing its technological feasibility are research and development costs and are expensed as incurred. Once technological feasibility has been established, subsequent costs should be capitalized until the software begins to be marketed or is released to customers after which the capitalized costs should be amortized and reviewed for impairment. Under ASC 350-40, we capitalized certain software development costs when the preliminary project stage is completed and the software has entered the application development stage. Once substantial testing is complete and the software is ready to be used, capitalization of costs cease. Capitalized software development costs are amortized on a straight-line basis over the estimated economic life of the application, ranging from 2 - 5 years, beginning when the asset is ready for its intended use. ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement, (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement, and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flow for the related hosting arrangements (i.e. operating activity). There are no capitalized implementation costs prior to fiscal year 2022. As of December 31, 2022, the net carrying value of the capitalized implementation costs related to hosting arrangements that were incurred during the application development stage aggregated to $0.3 million, net of amortization expense. These costs are related primarily to the implementation of a new enterprise resource planning system. The Company begins amortizing the capitalized implementation costs after all substantial testing was complete and ready for its intended use, and amortized over the expected term of the arrangement on a straight-line basis. Software costs classified as held for resale are stated at the lower of cost or net realizable value. Software held for resale are amortized into cost of sales on the consolidated statements of operations. The Company reported the software held for resale as part of the Intangible Assets on the consolidated balance sheets.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill is recorded for the difference between the aggregate consideration paid for an acquisition and the fair value of net tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for potential impairment. We evaluate the impairment of goodwill in accordance with ASC 350, which requires goodwill to be assessed on at least an annual basis, as of December 31 each year, for impairment using a fair value basis. Between annual evaluations, if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount, then impairment must be evaluated. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or business climate, or (2) a loss of key contracts or customers. We may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, and if so, we perform a quantitative test. We compare the carrying value of each reporting unit to its estimated fair value, and if the fair value is determined to be less than the carrying value, we recognize an impairment loss for the difference. The evaluation is based on the estimation of the fair values at the reporting unit level in comparison to the reporting unit's net asset carrying values. Our discounted cash flows requires management's judgment with respect to forecasted revenue streams and operating margins, capital expenditures and the selection and use of an appropriate discount rate. We utilize the weighted average cost of capital as derived by certain assumptions specific to our facts and circumstances as the discount rate. The Company's goodwill is amortized and deducted over a 15-year period for tax purposes. See Note 7 – Goodwill for additional information. Intangible assets with finite lives are carried at cost, less accumulated amortization. Amortization is computed using the method that best reflects how their economic benefits are utilized or, if a pattern of economic benefits cannot be reliably determined, on a straight-line basis over their estimated useful lives.
Fair Value Measurements	Fair Value Measurements U.S. GAAP provides a framework for measuring fair value and expands disclosures about fair value measurements. The framework requires the valuation of investments using a three-tiered approach. The statement requires fair value measurement to be classified and disclosed in one of the following categories: •Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities; •Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or •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 December 31, 2022 and 2021, we did not have any financial instruments with significant Level 3 inputs and we did not have any financial instruments that are measured at fair value on a recurring basis. For certain of our non-derivative financial instruments, including receivables, accounts payable and other accrued liabilities, the carrying amount approximates fair value due to the short-term maturities of these instruments.
Research and Development	Research and Development Research and development expenses consist primarily of employee-related expenses (such as salaries, taxes, benefits and stock-based compensation), allocated overhead costs and outside services costs related to the development and improvement of the Company's software. Research and development costs are generally expensed as incurred, except for costs incurred in connection with the development of software that qualify for the capitalization as described in our software development costs policy.
Advertising Costs	Advertising CostsAdvertising costs are expensed and included in sales and marketing expense when incurred.
Income Taxes	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. We follow the provisions 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 12 months.
Business Combinations	Business Combinations Acquisitions were accounted for under U.S. GAAP using the acquisition method in accordance with ASC 805, Business Combinations. The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities, if any, is recorded as goodwill. The accounting for business combinations requires management to make judgments and estimates of the fair value of assets acquired, including the identification and valuation of intangible assets, as well as liabilities and contingencies assumed. Such judgments and estimates directly impact the amount of goodwill recognized in connection with an acquisition. Estimating the fair value of acquired assets and assumed liabilities, including intangibles, requires judgment about expected future cash flows, weighted-average cost of capital, discount rates and expected long-term growth rates.
Stock-Based Compensation	Stock-Based Compensation Our 2016 Omnibus Long-Term Incentive Plan, as amended (the "2016 LTIP"), provides for the grant of restricted stock units with time-based vesting ("Service-Based RSU" or "RSU") and restricted stock units with performance-based vesting ("Performance-Based RSU" or "PRSU") to our senior executives, directors, employees and other eligible service providers. Awards granted under the 2016 LTIP vest over the periods determined by the Board of Directors or the Compensation Committee of the Board of Directors, who has the discretion to establish the terms, conditions and criteria of the various awards, including the weighting and vesting schedule of Service-Based RSUs and the performance conditions applicable to the Performance-Based RSUs, including the achievement of certain financial performance criteria or price targets for our common stock. Upon vesting, Service-Based RSUs and Performance-Based RSUs will be settled in the Company's common stock. •Service-Based RSUs granted to eligible employees as an incentive generally may vest in installments over a period of up to three years from the date of grant. The grant date fair value per share is equal to the closing stock price on the date of grant. •Performance-Based RSUs may vest upon the achievement of a defined performance target or at the end of the defined performance period from the date of grant, whichever initially occurs. The grant date fair value per share of these Performance-Based RSUs is equal to the closing stock price on the date of the grant or the fair value of the award on the grant date as determined through an independent valuation for Performance-Based RSUs with market conditions. Performance-Based RSUs may vest upon the achievement of certain price targets or market conditions for the Company's common stock anytime or certain operational milestones over a three-year period from the date of grant. In order to reflect the substantive characteristics of these market condition awards, the Company employs a Monte Carlo simulation valuation model to calculate the grant date fair value and corresponding requisite service period of the award. Monte Carlo approaches are a class of computational algorithms that rely on repeated random sampling to compute their results. This approach allows the calculation of the value of such awards based on a large number of possible stock price path scenarios. We recognize these share-based payment transactions when services from the employees are received and recognize a corresponding increase in additional paid-in capital in our consolidated balance sheets, in accordance with ASC 718, "Compensation - Stock Compensation." The measurement objective for these equity awards is the estimated fair value at the date of grant of the equity instruments that we are obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. The compensation expense for an award is recognized ratably over the requisite service period for the entire award, which is the period during which an employee is required to provide service in exchange for an award. Compensation expense for awards with performance conditions is recognized over the requisite service period if it is probable that the performance condition will be satisfied. If such performance conditions are not or are no longer considered probable, no compensation expense for these awards is recognized, and any previously recognized expense is reversed. If the performance condition is achieved prior to the completion of the requisite service period, any unrecognized compensation expense will be recognized in the period the performance condition is achieved. Compensation expense for awards with market conditions is recognized over the derived service period, or sooner, if the market condition is achieved. Previously recognized expense for awards with market conditions will never be reversed subsequent to completion of the derived service period even if the market conditions are never achieved. We recognize forfeitures of share-based compensation awards as they occur. Share-based compensation expense is recognized as part of the cost of sales and selling, general and administrative expenses in our consolidated statements of operations.
Net (Loss)/Earnings per Share	Net (Loss)/Earnings per Share Basic net (loss)/earnings per share is computed by dividing the net (loss)/earnings by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net (loss)/earnings per share is computed by dividing the net (loss)/earnings by the weighted-average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of unvested restricted common stock and warrants.
Other Comprehensive (Loss)/Income	Other Comprehensive (Loss)/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 periods presented. Translation gains and losses are included in stockholders' equity as a component of accumulated other comprehensive (loss)/income.
Restructuring Expenses	Restructuring Expenses The determination of when the Company accrues for involuntary termination benefits under restructuring plans depends on whether the termination benefits are provided under an on-going benefit arrangement or under a one-time benefit arrangement. The Company accounts for on-going benefit arrangements, such as those documented by employment agreements, in accordance with ASC 712 ("ASC 712"), "Compensation – Nonretirement Postemployment Benefits." Under ASC 712, liabilities for postemployment benefits are recorded at the time of obligations are probable of being incurred and can be reasonably estimated. When applicable, the Company records such costs into operating expenses. In the fourth quarter of 2022, the Company committed to a restructuring plan resulting in a reduction of the Company's workforce, with a majority of the affected employees separating from the business in early 2023. As a result of the workforce reduction, the Company accrued for involuntary termination benefits consisting of employee severance-related benefit costs (including outplacement services and continuing health insurance coverage). During the year ended December 31, 2022, the Company recorded approximately $2.8 million in involuntary termination benefits, with no similar costs in prior years, and is recorded under "Selling, general and administrative expenses" on the Consolidated Statements of Operations.
Recent Accounting Pronouncements	Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application. This standard was effective for reporting periods beginning after December 15, 2020, which made this standard effective for us on January 1, 2021. The adoption of this ASU did not have a material impact on our consolidated financial position, results of operations and cash flows. In March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting," which provides optional expedients and exceptions for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This amendment is effective for all entities as of March 12, 2020 through December 31, 2022. The adoption of this ASU did not have a material impact on our consolidated financial position, results of operations or cash flows. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU No. 2021-08, "Business Combination (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The ASU improves comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. Entities should apply the amendments prospectively to business combinations that occur after the effective date. This standard will be effective for reporting periods beginning after December 15, 2022, with early adoption permitted. While we are currently assessing the impact of the adoption of this ASU, we do not believe the adoption of this ASU will have a material impact on our consolidated financial position, results of operations, and cash flows. In September 2022, the FASB issued ASU No. 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations," which requires a company that uses a supplier finance program in connection with the purchase of goods or services to disclose sufficient information about the program to allow a user of the financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. This standard will be effective for reporting periods beginning December 15, 2022, with early adoption permitted. While we are currently assessing the impact of the adoption of this ASU, we do not believe the adoption of this ASU will have a material impact on our consolidated financial position, results of operations, and cash flows. In June 2022, the FASB issued ASU No. 2022-03, "Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions," which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This standard will be effective for reporting periods beginning December 15, 2023, with early adoption permitted. While we are currently assessing the impact of the adoption of this ASU, we do not believe the adoption of this ASU will have a material impact on our consolidated financial position, results of operations, and cash flows.

REVENUE RECOGNITION (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue


Table 3.1: Revenue by Customer Type
	For the Year Ended December 31,
	2022			2021			2020
	Amount		%	Amount		%	Amount		%

	(dollars in thousands)
Federal government	$	205,538	95%	$	232,876	96%	$	171,677	95%
State & local government, and commercial	11,349		5%	9,557		4%	8,240		5%
Total revenue	$	216,887		$	242,433		$	179,917


Table 3.2: Revenue by Contract Type
	For the Year Ended December 31,
	2022			2021			2020
	Amount		%	Amount		%	Amount		%

	(dollars in thousands)
Firm fixed-price	$	179,803	83%	$	212,304	88%	$	151,703	84%
Time-and-materials	12,963		6%	12,461		5%	13,455		8%
Cost plus fixed-fee	24,121		11%	17,668		7%	14,759		8%
Total revenue	$	216,887		$	242,433		$	179,917

Schedules of Concentration of Risk, by Risk Factor


Table 3.3: Revenue Concentrations Greater than 10% of Total Revenue
	For the Year Ended December 31,
	2022	2021	2020
U.S. Department of Defense ("DoD")	74 %	74 %	65 %
Civilian federal agencies	21 %	22 %	30 %

Schedule of Contract Balances


Table 3.4: Contract Balances
		As of December 31,
	Balance Sheet Presentation	2022		2021

		(in thousands)
Billed account receivables (1)	Accounts receivable, net	$	13,521	$	18,470
Unbilled account receivables	Accounts receivable, net	11,657		7,563
Contract assets	Accounts receivable, net	14,891		33,811
Contract liabilities - current	Contract liabilities	6,444		6,381

(1) Net of allowance for credit losses

ACCOUNTS RECEIVABLE, NET (Tables)

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable


Table 4.1: Details of Accounts Receivable, Net
	As of December 31,
	2022		2021

	(in thousands)
Billed accounts receivables	$	13,655	$	18,586
Unbilled accounts receivable	11,657		7,563
Contract assets	14,891		33,811
Allowance for credit losses	(134)		(116)
Accounts receivable, net	$	40,069	$	59,844

Accounts Receivable, Allowance for Credit Loss


Table 4.2: Allowance for Credit Losses Activities
	Balance Beginning of Year		Bad Debt Expenses (1)		Write-Offs / Recoveries (2)		Balance End of Year

	(in thousands)
For the Year Ended December 31, 2022	$	116	$	99	$	(81)	$	134
For the Year Ended December 31, 2021	$	308	$	7	$	(199)	$	116
For the Year Ended December 31, 2020	$	720	$	(412)	$	—	$	308

(1) Accounts receivable reserves and reversals of allowance for subsequent collections, net

(2) Accounts receivable written-off and subsequent recoveries, net

INVENTORIES, NET (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventories, Net


Table 5.1: Details of Inventories, Net
	As of December 31,
	2022		2021

	(in thousands)
Gross inventory	$	3,642	$	2,108
Allowance for inventory obsolescence	(765)		(861)
Inventories, net	$	2,877	$	1,247

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net


Table 6: Details of Property and Equipment, Net
	As of December 31,
	2022		2021

	(in thousands)
Furniture and equipment	$	16,033	$	15,420
Leasehold improvement	3,145		2,994
Property and equipment, at cost	19,178		18,414
Accumulated depreciation and amortization	(14,391)		(12,326)
Property and equipment, net	$	4,787	$	6,088

INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets


Table 8.1: Details of Intangible Assets, Net
	Estimated useful life	As of December 31, 2022						As of December 31, 2021
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value

		(in thousands)
Acquired technology	8 years	$	3,630	$	(643)	$	2,987	$	3,630	$	(256)	$	3,374
Customer relationships	3 years	40		(19)		21		40		(5)		35
Software development costs	2 - 5 years	35,080		(7,793)		27,287		22,222		(6,432)		15,790
Subtotal		38,750		(8,455)		30,295		25,892		(6,693)		19,199
Software held for resale (1)		7,120		—		7,120		—		—		—
Total		$	45,870	$	(8,455)	$	37,415	$	25,892	$	(6,693)	$	19,199

(1) This amount is net of $0.7 million charged into cost of sales.

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The Company did not recognize any impairment charges on intangible assets for the periods presented.


Table 8.2: Estimated Future Amortization Expense of Intangible Assets, Net
	As of December 31, 2022
	(in thousands)
Year Ending December 31, 2023	$	6,046
Year Ending December 31, 2024	7,757
Year Ending December 31, 2025	5,699
Year Ending December 31, 2026	4,699
Year Ending December 31, 2027	3,936
Thereafter	2,158
Total	$	30,295

OTHER BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Payable and Other Accrued Liabilities


Table 9.1: Details of Accounts Payable and Other Accrued Liabilities
	As of December 31,
	2022		2021

	(in thousands)
Accounts payable	$	12,606	$	7,869
Accrued payables	9,945		25,300
Others	—		1,379
Accounts payable and other accrued liabilities	$	22,551	$	34,548

Schedule of Other Current Liabilities


Table 9.2: Details of Other Current Liabilities
	As of December 31,
	2022		2021

	(in thousands)
Other accrued expenses	1,530		978
Restructuring expenses accrual	2,763		—
Other	626		452
Other current liabilities	$	4,919	$	1,430

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)


Table 14.2: Components of Accumulated Other Comprehensive Loss
	As of December 31, 2022
	2022		2021

	(in thousands)
Cumulative foreign currency translation loss	$	(162)	$	(134)
Cumulative actuarial gain on pension liability adjustment	107		107
Accumulated other comprehensive loss	$	(55)	$	(27)

Share Repurchases Activity


Table 14.1: Share Repurchase Program Activity
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands, except per share and share data)
Amounts paid for shares repurchased (1)	$	11,284	$	—	$	—
Number of shares repurchased	1,550,162		—		—
Average per share price paid (1)	$	7.28	$	—	$	—

(1) Includes commission paid for repurchases on the open market

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Expensed and Capitalized, Amount


Table 16.1: Details of Stock-based Compensation Expense
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Cost of sales - services	$	3,497	$	2,640	$	—
Sales and marketing	4,668		7,189		—
Research and development	3,806		3,268		—
General and administrative	52,689		47,134		4
Total	$	64,660	$	60,231	$	4

Schedule of Nonvested Restricted Stock Units Activity


Table 16.2: Service-Based RSU and Performance-Based RSU Award Activity
	Service-Based RSU	Performance-Based RSU	Total	Weighted-Average Grant Date Fair Value
Unvested outstanding units as of December 31, 2021	3,030,608	492,727	3,523,335	$	34.24
Granted	3,987,911	—	3,987,911	9.89
Vested	(3,068,525)	—	(3,068,525)	21.39
Forfeited	(379,912)	(155,942)	(535,854)	32.95
Unvested outstanding units as of December 31, 2022	3,570,082	336,785	3,906,867	$	19.53

(LOSS)/EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Potentially Dilutive Securities


Table 17.1: Potentially Dilutive Securities
	For the Year Ended December 31,
	2022	2021	2020

	(in thousands)
Unvested restricted stock and restricted stock units	529	520	60
Common stock warrants, exercisable at $1.665/sh.	—	400	901
Total	529	920	961

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)


Table 18.1: Components of Provision for/(Benefit from) Income Taxes
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Current provision/(benefit)
Federal	$	—	$	—	$	—
State	19		(98)		(77)
Total current	19		(98)		(77)
Deferred tax expense
Federal	37		19		27
State	(2)		51		4
Total deferred	35		70		31
Provision for/(benefit from) income taxes	$	54	$	(28)	$	(46)

Schedule of Effective Income Tax Rate Reconciliation


Table 18.2: Reconciliation of Statutory Tax Rate to Actual Tax Rate
	For the Year Ended December 31,
	2022		2021		2020
Computed expected income tax provision	21.0	%	21.0	%	21.0	%
State income taxes, net of federal income tax benefit	3.6		1.5		1.0
Change in valuation allowance for deferred tax assets	(3.7)		(7.9)		17.0
Cumulative deferred adjustments	(0.9)		—		0.7
Provision to return adjustments	0.1		(0.4)		0.5
Other permanent differences	(0.1)		(0.2)		1.0
Dividend and accretion on preferred stock	—		—		10.5
Gain on redemption of preferred stock	—		—		(43.3)
Stock-based compensation	(20.6)		—		—
Section 162(m) limitation - covered employees	(2.0)		(16.0)		14.6
Capitalization of IPO transaction costs	—		—		4.4
Uncertain tax positions	(0.5)		(0.6)		0.2
R&D credit	3.0		2.7		(12.4)
Non-controlling interest	—		—		(15.9)
Effective tax rate	(0.1	%)	0.1	%	(0.7	%)

Schedule of Deferred Tax Assets and Liabilities


Table 18.3: Components of Deferred Tax Assets and Liabilities
	As of December 31,
	2022		2021

	(in thousands)
Deferred tax assets:
Accounts receivable, principally due to allowance for doubtful accounts	$	33	$	29
Allowance for inventory obsolescence and amortization	210		315
Accrued liabilities not currently deductible	1,151		1,713
Stock-based compensation	7,943		7,993
Accrued compensation	915		648
Lease liabilities	3,349		3,813
Section 163(j) interest limitation	—		54
Goodwill	34,009		37,394
Capitalized research and development costs	362		—
Net operating loss carryforwards - federal	6,034		5,681
Net operating loss carryforwards - state	1,155		1,014
R&D tax credit	3,760		2,645
Total gross deferred tax assets	58,921		61,299
Less valuation allowance	(57,559)		(55,588)
Total deferred tax assets, net of valuation allowance	1,362		5,711
Deferred tax liabilities:
Amortization and depreciation	(86)		(3,945)
Right-of-use assets	(2,034)		(2,489)
Total deferred tax liabilities	(2,120)		(6,434)
Net deferred tax liabilities	$	(758)	$	(723)

Components of Valuation Allowance


Table 18.4: Valuation Allowance Activity
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Balance at beginning of year	$	55,588	$	52,198	$	7,206
Additions	1,971		3,390		44,992
Balance at end of year	$	57,559	$	55,588	$	52,198

Schedule of Unrecognized Tax Benefits Roll Forward


Table 18.5: Reconciliation of the Beginning and Ending Amounts of Unrecognized Tax Benefit
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Balance at beginning of year	$	1,056	$	763	$	714
(Decrease)/increase in prior year tax positions	(5)		90		(104)
Increase related to current year tax positions	377		273		213
Decrease related to lapse of statutes	(71)		(70)		(60)
Balance at end of year	$	1,357	$	1,056	$	763

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Details of Lease Cost


Table 19.1: Details of Lease Costs
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Operating lease cost	$	550	$	713	$	724
Short-term lease cost (1)	49		13		93
Finance lease cost
Amortization of finance lease assets	1,221		1,221		1,221
Interest on finance lease liabilities	688		758		822
Total finance lease cost	1,909		1,979		2,043
Total lease costs	$	2,508	$	2,705	$	2,860

(1) Leases that have terms of 12 months or less.

Table 19.3: Weighted-Average Remaining Lease Terms and Discount Rates

For the Year Ended December 31,

2022

2021

2020

Weighted average remaining lease term (in years):

Finance leases

6.3 years

7.3 years

8.3 years

Operating leases

1.0 year

1.7 years

2.5 years

Weighted average discount rate:

Finance leases

5.04%

Operating leases

5.75%


Table 19.4: Supplemental cash flow information related to leases
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$	603	$	768	$	745
Operating cash flows related to finance leases	688		758		820
Financing cash flows related to finance leases	1,461		1,339		1,225

Future Minimum Lease Payments


Table 19.2: Future Minimum Lease Payments
	Operating Leases		Finance Leases

	(in thousands)
Year Ending December 31, 2023	$	373	$	2,203
Year Ending December 31, 2024	27		2,258
Year Ending December 31, 2025	—		2,314
Year Ending December 31, 2026	—		2,371
Year Ending December 31, 2027	—		2,431
Thereafter	—		3,541
Total minimum lease payments	400		15,118
Less: Imputed interest	(12)		(2,278)
Total lease obligations	388		12,840
Less: Current portion of lease obligations	(361)		(1,592)
Long-term lease obligations	$	27	$	11,248

Future Minimum Lease Payments


Table 19.2: Future Minimum Lease Payments
	Operating Leases		Finance Leases

	(in thousands)
Year Ending December 31, 2023	$	373	$	2,203
Year Ending December 31, 2024	27		2,258
Year Ending December 31, 2025	—		2,314
Year Ending December 31, 2026	—		2,371
Year Ending December 31, 2027	—		2,431
Thereafter	—		3,541
Total minimum lease payments	400		15,118
Less: Imputed interest	(12)		(2,278)
Total lease obligations	388		12,840
Less: Current portion of lease obligations	(361)		(1,592)
Long-term lease obligations	$	27	$	11,248

SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment


Table 21.1: Results of Operations by Business Segment
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Revenues
Security Solutions	$	120,454	$	123,534	$	127,667
Secure Networks	96,433		118,899		62,627
Inter-segment elimination	—		—		(10,377)
Total revenue	216,887		242,433		179,917
Gross profit
Security Solutions	61,948		64,904		50,458
Secure Networks	17,095		21,125		11,962
Total gross profit	79,043		86,029		62,420
Selling, general and administrative expenses	132,893		127,493		62,123
Operating (loss)/income	(53,850)		(41,464)		297
Other income/(expense)	1,350		(921)		(255)
Interest expense	(874)		(777)		(7,259)
Gain on redemption of public preferred stock	—		—		14,012
(Loss)/income before income taxes	(53,374)		(43,162)		6,795
(Provision for)/benefit from income taxes	(54)		28		46
Net (loss)/income	(53,428)		(43,134)		6,841
Less: Net income attributable to non-controlling interest	—		—		(5,154)
Net (loss)/income attributable to Telos Corporation	$	(53,428)	$	(43,134)	$	1,687

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Elements [Abstract]

Schedule of Cash and Cash Equivalents


Table 23.1: Details of Cash, Cash Equivalent, and Restricted Cash
	As of December 31,
	2022		2021

	(in thousands)
Cash and cash equivalents	$	119,305	$	126,562
Restricted cash (1)	133		—
Cash, cash equivalents, and restricted cash	$	119,438	$	126,562

(1)Restricted cash consists of a commercial money market account held as a deposit on the Ashburn lease and is recorded under "Other assets" on the Consolidated Balance Sheets.

Schedule of Restrictions on Cash and Cash Equivalents


Table 23.1: Details of Cash, Cash Equivalent, and Restricted Cash
	As of December 31,
	2022		2021

	(in thousands)
Cash and cash equivalents	$	119,305	$	126,562
Restricted cash (1)	133		—
Cash, cash equivalents, and restricted cash	$	119,438	$	126,562

(1)Restricted cash consists of a commercial money market account held as a deposit on the Ashburn lease and is recorded under "Other assets" on the Consolidated Balance Sheets.

Schedule of Supplemental Cash Flow Information


Table 23.2: Supplemental Cash Flow Information
	For the Year Ended December 31,
	2022		2021		2020

	(in thousands)
Cash paid during the year for:
Interest	$	803	$	758	$	7,259
Income taxes	188		60		64
Non-cash investing and financing activities:
Operating lease ROU assets obtained in exchange for operating lease liabilities	511		638		613
Capital expenditure activity in accounts payable and other accrued liabilities	211		—		—
Common stock repurchase under accounts payable and other accrued liabilities	139		—		—
Acquisition holdback	—		506		—
Dividends from preferred stock recorded as interest expense	—		—		3,384
Common stock issued on redemption of public preferred stock	—		—		19,213
Common stock issued on purchase of Telos ID membership interest	—		—		148,399
Distributions to Telos ID Class B member – non-controlling interest	—		—		2,436
Deferred financing costs in accounts payable and other accrued liabilities	114		—		—

REVISION OF UNAUDITED QUARTERLY FINANCIAL DATA (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Changes and Error Corrections [Abstract]

Schedule of Error Corrections and Prior Period Adjustments


Table 24.1. Revised Quarterly Financial Data for Fiscal Years 2022 and 2021
	For the Three Months Ended
	Fiscal Year 2022								Fiscal Year 2021
	March 31, 2022		June 30 2022		September 30, 2022		December 31, 2022		March 31, 2021		June 30, 2021		September 30, 2021		December 31, 2021

	(in thousands, except per share amounts)
Revenue- services	$	48,108	$	50,270	$	55,305	$	39,059	$	52,058	$	49,003	$	62,955	$	57,532
Revenue - products	2,052		5,521		8,288		8,284		3,699		4,641		6,026		6,519
Total revenue	50,160		55,791		63,593		47,343		55,757		53,644		68,981		64,051
Cost of sales – services	29,731		31,436		36,746		23,421		39,490		28,609		40,137		35,121
Cost of sales – products	1,558		3,426		5,902		5,624		1,798		2,501		3,967		4,781
Total cost of sales	31,289		34,862		42,648		29,045		41,288		31,110		44,104		39,902
Gross profit	18,871		20,929		20,945		18,298		14,469		22,534		24,877		24,149
Selling, general and administrative expenses:
Sales and marketing	5,252		4,741		3,042		3,547		3,826		5,043		5,363		5,423
Research and development	5,430		4,489		3,981		3,018		4,061		5,327		4,863		4,845
General and administrative	24,556		25,735		22,706		26,396		20,076		29,635		19,739		19,292
Total selling, general and administrative expenses	35,238		34,965		29,729		32,961		27,963		40,005		29,965		29,560
Operating loss	(16,367)		(14,036)		(8,784)		(14,663)		(13,494)		(17,471)		(5,088)		(5,411)
Other income	12		118		518		702		(1,054)		32		20		81
Interest expense	(190)		(187)		(181)		(316)		(196)		(192)		(195)		(194)
Loss before income taxes	(16,545)		(14,105)		(8,447)		(14,277)		(14,744)		(17,631)		(5,263)		(5,524)
(Provision for)/benefit from income taxes	(71)		(54)		(8)		79		(34)		(13)		41		34
Net loss (1)	$	(16,616)	$	(14,159)	$	(8,455)	$	(14,198)	$	(14,778)	$	(17,644)	$	(5,222)	$	(5,490)

Net loss per share: (2)
Basic	$	(0.25)	$	(0.21)	$	(0.13)	$	(0.21)	$	(0.23)	$	(0.26)	$	(0.08)	$	(0.08)
Diluted	$	(0.25)	$	(0.21)	$	(0.13)	$	(0.21)	$	(0.23)	$	(0.26)	$	(0.08)	$	(0.08)

(1) Net loss is equal to Net loss attributable to Telos Corporation.


Table 24.2. Consolidated Statement of Operations
	Three Months Ended March 31, 2022						Three Months Ended June 30, 2022						Three Months Ended September 30, 2022
	As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised

	(in thousands, except per share amounts)
General and administrative	$	22,923	$	1,633	$	24,556	$	23,865	$	1,870	$	25,735	$	21,591	$	1,115	$	22,706
Total selling, general and administrative expenses	33,605		1,633		35,238		33,095		1,870		34,965		28,614		1,115		29,729
Operating loss	(14,734)		(1,633)		(16,367)		(12,166)		(1,870)		(14,036)		(7,669)		(1,115)		(8,784)
Loss before income taxes	(14,912)		(1,633)		(16,545)		(12,235)		(1,870)		(14,105)		(7,332)		(1,115)		(8,447)
Net loss	(14,983)		(1,633)		(16,616)		(12,289)		(1,870)		(14,159)		(7,340)		(1,115)		(8,455)

Net loss per share, basis	$	(0.22)	(0.03)		$	(0.25)	$	(0.18)	(0.03)		$	(0.21)	$	(0.11)	(0.02)		$	(0.13)
Net loss per share, diluted	(0.22)		(0.03)		(0.25)		(0.18)		(0.03)		(0.21)		(0.11)		(0.02)		(0.13)


Table 24.3. Consolidated Statement of Comprehensive Loss
	Three Months Ended March 31, 2022						Three Months Ended June 30, 2022						Three Months Ended September 30, 2022
	As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised

	(in thousands)
Net loss	$	(14,983)	$	(1,633)	$	(16,616)	$	(12,289)	$	(1,870)	$	(14,159)	$	(7,340)	$	(1,115)	$	(8,455)
Comprehensive loss	(14,954)		(1,633)		(16,587)		(12,300)		(1,870)		(14,170)		(7,361)		(1,115)		(8,476)


Table 24.4. Consolidated Balance Sheet
	As of March 31, 2022						As of June 30, 2022						As of September 30, 2022
	As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised

	(in thousands)
Additional paid-in capital	$	376,913	$	1,633	$	378,546	$	388,464	$	3,503	$	391,967	$	398,546	$	4,618	$	403,164
Accumulated deficit	(201,960)		(1,633)		(203,593)		(214,249)		(3,503)		(217,752)		(221,589)		(4,618)		(226,207)


Table 24.5. Consolidated Statement of Changes in Stockholders' Equity
	Three Months Ended March 31, 2022						Three Months Ended June 30, 2022						Three Months Ended September 30, 2022
	As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised		As Previously Reported		Adjustment		As Revised

	(in thousands)
Additional paid-in capital, beginning	$	367,153	$	—	$	367,153	$	376,913	$	1,633	$	378,546	$	388,464	$	3,503	$	391,967
Stock-based compensation	12,647		1,633		14,280		14,553		1,870		16,423		15,012		1,115		16,127
Additional paid-in capital, end	376,913		1,633		378,546		388,464		3,503		391,967		398,546		4,618		403,164

Accumulated deficit, beginning	$	(186,977)	$	—	$	(186,977)	$	(201,960)	$	(1,633)	$	(203,593)	$	(214,249)	$	(3,503)	$	(217,752)
Net loss	(14,983)		(1,633)		(16,616)		(12,289)		(1,870)		(14,159)		(7,340)		(1,115)		(8,455)
Accumulated deficit, end	(201,960)		(1,633)		(203,593)		(214,249)		(3,503)		(217,752)		(221,589)		(4,618)		(226,207)

ORGANIZATION - Narrative (Details) $ / shares in Units, $ in Thousands							12 Months Ended
	Jul. 30, 2021 USD ($)	Apr. 19, 2021 USD ($) shares	Apr. 06, 2021 USD ($) $ / shares shares	Nov. 23, 2020 USD ($)	Nov. 19, 2020 USD ($) $ / shares shares	Nov. 12, 2020	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Stockholders' equity note, stock split, conversion ratio						0.794
Payment of tax withholding related to net share settlement of equity awards							$ 11,145	$ 1,251	$ 0
Proceeds from issuance of common stock							0	64,269	272,813
Repurchase of common stock							0	26,894	0
Cash paid for acquisition							$ 0	$ 5,925	$ 0
Enlightenment Capital Solutions Fund II LP
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Payment of tax withholding related to net share settlement of equity awards		$ 1,300
Stock repurchased during period, shares (in shares) \| shares		39,682
Repurchase of common stock		$ 26,900
Warrant repurchased during period, shares (in shares) \| shares		900,970
Exchangeable Redeemable Preferred Stock
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Conversion of preferred stock to common stock				$ 108,900
Class B Common Stock
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Stockholders' equity note, stock split, conversion ratio							1.259446
IPO
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of shares issued (in shares) \| shares					17,200,000
Share price (in dollars per share) \| $ / shares					$ 17.00
Net proceeds from initial public offering					$ 272,800
Repayments of debt					21,000
IPO \| Exchangeable Redeemable Preferred Stock
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Conversion of preferred stock to common stock					108,900
Secondary Public Offering
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares			9,100,000
Sale of stock, price per share (in dollars per share) \| $ / shares			$ 33.00
Sale of stock, number of shares issued by certain existing shareholders (in shares) \| shares			7,000,000
Proceeds from issuance of common stock			$ 64,300
Telos ID
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Business acquisition, percentage of voting interests acquired							100.00%
Cash paid for acquisition				$ 30,000
Telos ID \| IPO \| Class B Common Stock
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Payment of tax withholding related to net share settlement of equity awards					$ 30,000
Asset Purchase Agreement
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Cash paid for acquisition	$ 5,900

SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	1 Months Ended	3 Months Ended								12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	Mar. 31, 2022	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Compensation expense		$ 32,961,000	$ 29,729,000	$ 34,965,000	$ 35,238,000	$ 29,560,000	$ 29,965,000	$ 40,005,000	$ 27,963,000	$ 132,893,000	$ 127,493,000	$ 62,123,000
Number of reportable segments \| segment										2	2
Number of operating segments \| segment										2	2
Capitalized software development costs		$ 300,000								$ 300,000
Amortized and deducted over period										15 years
Advertising expense										$ 1,300,000	$ 1,800,000	1,000,000
Award vesting period	5 years
Employee Severance
Business Acquisition [Line Items]
Restructuring charges										$ 2,800,000	$ 0	$ 0
Performance-Based RSU
Business Acquisition [Line Items]
Award vesting period										3 years
Minimum
Business Acquisition [Line Items]
Fair value										2 years
Minimum \| Performance-Based RSU
Business Acquisition [Line Items]
Fair value										2 years 5 months 12 days
Minimum \| Furniture and Fixtures
Business Acquisition [Line Items]
Property, plant and equipment, useful life										3 years
Maximum
Business Acquisition [Line Items]
Fair value										5 years
Maximum \| Service-Based RSU
Business Acquisition [Line Items]
Award vesting period										3 years
Maximum \| Performance-Based RSU
Business Acquisition [Line Items]
Fair value										2 years 11 months 1 day
Maximum \| Furniture and Fixtures
Business Acquisition [Line Items]
Property, plant and equipment, useful life										5 years

REVENUE RECOGNITION - Narrative (Details) - USD ($)	12 Months Ended
REVENUE RECOGNITION - Narrative (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Contract with customer, liability, revenue recognized	$ 5,200,000	$ 4,300,000	$ 5,300,000
Revenue, remaining performance obligation, amount	$ 82,200,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Disaggregation of Revenue [Line Items]
Revenue, remaining performance obligation, percentage	93.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Disaggregation of Revenue [Line Items]
Revenue, remaining performance obligation, percentage	4.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Disaggregation of Revenue [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period
Accounting Standards Update 2014-09
Disaggregation of Revenue [Line Items]
Contract with customer, asset, cumulative catch-up adjustment to revenue, modification of contract	$ 0	$ 200,000
Revenue from Contract with Customer, Product and Service Benchmark \| Revenue Timing of Transfer of Goods or Service \| Transferred over Time
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	89.00%	91.00%	90.00%
Revenue from Contract with Customer, Product and Service Benchmark \| Revenue Timing of Transfer of Goods or Service \| Transferred at Point in Time
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	11.00%	9.00%	10.00%

REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenue	$ 47,343	$ 63,593	$ 55,791	$ 50,160	$ 64,051	$ 68,981	$ 53,644	$ 55,757	$ 216,887	$ 242,433	$ 179,917
Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Total revenue									216,887	242,433	179,917
Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk \| Firm fixed-price
Disaggregation of Revenue [Line Items]
Total revenue									$ 179,803	$ 212,304	$ 151,703
Concentration risk, percentage									83.00%	88.00%	84.00%
Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk \| Time-and-materials
Disaggregation of Revenue [Line Items]
Total revenue									$ 12,963	$ 12,461	$ 13,455
Concentration risk, percentage									6.00%	5.00%	8.00%
Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk \| Cost plus fixed-fee
Disaggregation of Revenue [Line Items]
Total revenue									$ 24,121	$ 17,668	$ 14,759
Concentration risk, percentage									11.00%	7.00%	8.00%
Federal government \| Revenue from Contract with Customer, Product and Service Benchmark
Disaggregation of Revenue [Line Items]
Total revenue										$ 232,876
Federal government \| Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Total revenue									$ 205,538		$ 171,677
Concentration risk, percentage									95.00%	96.00%	95.00%
State & local government, and commercial \| Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Total revenue									$ 11,349	$ 9,557	$ 8,240
Concentration risk, percentage									5.00%	4.00%	5.00%
U.S. Department of Defense ("DoD") \| Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage									74.00%	74.00%	65.00%
Civilian federal agencies \| Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage									21.00%	22.00%	30.00%

REVENUE RECOGNITION - Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Billed accounts receivables	$ 13,521	$ 18,470
Unbilled account receivables	11,657	7,563
Contract assets	14,891	33,811
Contract liabilities - current	$ 6,444	$ 6,381

ACCOUNTS RECEIVABLE, NET (Details) - USD ($)		12 Months Ended
ACCOUNTS RECEIVABLE, NET (Details) - USD ($)	Jul. 15, 2016	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, after Allowance for Credit Loss [Abstract]
Billed accounts receivables		$ 13,655,000	$ 18,586,000
Unbilled accounts receivable		11,657,000	7,563,000
Contract assets		14,891,000	33,811,000
Allowance for credit losses		(134,000)	(116,000)	$ (308,000)
Accounts receivable, net		40,069,000	59,844,000
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance Beginning of Year		116,000	308,000	720,000
Bad Debt Expenses		99,000	7,000	(412,000)
Write-offs / Recoveries		(81,000)	(199,000)	0
Balance End of Year		134,000	116,000	$ 308,000
Financing Receivable, Allowance for Credit Loss [Line Items]
Maximum limit of sold receivables	$ 10,000,000
Sold receivables during the period		$ 0	$ 0
Federal government \| Accounts Receivable \| Customer Concentration Risk
Financing Receivable, Allowance for Credit Loss [Line Items]
Concentration risk, percentage		92.00%

INVENTORIES, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Gross inventory	$ 3,642	$ 2,108
Allowance for inventory obsolescence	(765)	(861)
Inventories, net	$ 2,877	$ 1,247

PROPERTY AND EQUIPMENT, NET - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 19,178	$ 18,414
Accumulated depreciation and amortization	(14,391)	(12,326)
Property and equipment, net	4,787	6,088
Furniture and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	16,033	15,420
Leasehold improvement
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 3,145	$ 2,994

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 2.4	$ 1.8	$ 1.7

GOODWILL - Narrative (Details)	12 Months Ended
GOODWILL - Narrative (Details)	Dec. 31, 2022 USD ($) segment reporting_unit	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)	Jul. 31, 2021 USD ($)
Goodwill [Line Items]
Goodwill	$ 17,922,000	$ 17,922,000
Number of operating segments \| segment	2	2
Number of reportable segments \| segment	2	2
Number of reporting units \| reporting_unit	2
Goodwill, impairment loss	$ 0	$ 0	$ 0
Security Solutions
Goodwill [Line Items]
Goodwill	3,000,000	3,000,000
Secure Networks
Goodwill [Line Items]
Goodwill	$ 14,900,000	$ 14,900,000
DFT Acquisition
Goodwill [Line Items]
Goodwill				$ 3,000,000

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

INTANGIBLE ASSETS, NET - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 38,750				$ 25,892				$ 38,750	$ 25,892
Accumulated Amortization	(8,455)				(6,693)				(8,455)	(6,693)
Net Carrying Value	30,295				19,199				30,295	19,199
Capitalized computer software included in cost of sales									700
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	45,870				25,892				45,870	25,892
Accumulated Amortization	(8,455)				(6,693)				(8,455)	(6,693)
Net Carrying Value	37,415				19,199				37,415	19,199
Total cost of sales	29,045	$ 42,648	$ 34,862	$ 31,289	39,902	$ 44,104	$ 31,110	$ 41,288	137,844	156,404	$ 117,497
Software development costs \| Disposal Group, Held-for-sale, Not Discontinued Operations
Indefinite-lived Intangible Assets [Line Items]
Indefinite-live intangible assets	7,120				0				$ 7,120	0
Acquired technology
Finite-Lived Intangible Assets [Line Items]
Estimated useful life									8 years
Gross Carrying Amount	3,630				3,630				$ 3,630	3,630
Accumulated Amortization	(643)				(256)				(643)	(256)
Net Carrying Value	2,987				3,374				2,987	3,374
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	(643)				(256)				$ (643)	(256)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful life									3 years
Gross Carrying Amount	40				40				$ 40	40
Accumulated Amortization	(19)				(5)				(19)	(5)
Net Carrying Value	21				35				21	35
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	(19)				(5)				(19)	(5)
Software development costs
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	35,080				22,222				35,080	22,222
Accumulated Amortization	(7,793)				(6,432)				(7,793)	(6,432)
Net Carrying Value	27,287				15,790				27,287	15,790
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	$ (7,793)				$ (6,432)				$ (7,793)	$ (6,432)
Software development costs \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life									2 years
Software development costs \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life									5 years

INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Software development costs
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 1.4	$ 1.6	$ 1.7
Acquired Technology and Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 0.4	$ 0.3

INTANGIBLE ASSETS, NET - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Year one	$ 6,046
Year two	7,757
Year three	5,699
Year four	4,699
Year five	3,936
Thereafter	2,158
Net Carrying Value	$ 30,295	$ 19,199

OTHER BALANCE SHEET COMPONENTS - Details of Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 12,606	$ 7,869
Accrued payables	9,945	25,300
Others	0	1,379
Accounts payable and other accrued liabilities	$ 22,551	$ 34,548

OTHER BALANCE SHEET COMPONENTS - Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Other accrued expenses	$ 1,530	$ 978
Restructuring expenses accrual	2,763	0
Other	626	452
Other current liabilities	$ 4,919	$ 1,430

ACQUISITION - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
ACQUISITION - Narrative (Details) - USD ($) $ in Thousands	Jul. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Cash paid for acquisition		$ 0	$ 5,925	$ 0
Acquisition holdback		$ 0	$ 506	$ 0
Asset Purchase Agreement
Business Acquisition [Line Items]
Total consideration transferred	$ 6,700
Consideration transferred related to a pre-existing contractual arrangement	300
Cash paid for acquisition	5,900
Acquisition holdback	$ 600
Business combination, consideration transferred, liabilities incurred, cash holdback period	18 months
Contingent consideration	$ 500
Intangible assets acquired	3,700
Goodwill, acquired during period	$ 3,000
Asset Purchase Agreement \| Minimum
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life	3 years
Asset Purchase Agreement \| Maximum
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life	8 years

PURCHASE OF TELOS ID NON-CONTROLLING INTERESTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions		1 Months Ended	12 Months Ended
	Nov. 23, 2020	Jan. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Cash paid for acquisition			$ 0	$ 5,925	$ 0
Net (loss)/income			$ (53,428)	$ (43,134)	6,841
Distributions					5,179
Telos ID
Noncontrolling Interest [Line Items]
Cash paid for acquisition	$ 30,000
Number of shares issued in acquisition (in shares)	7.3
Share price (in dollars per share)	$ 20.39
Value of stock issued	$ 148,400
Total consideration transferred	178,400
Issuance of common stock on APIC	148,400
Non-controlling interest in APIC	$ 173,900
Additional percentage of ownership interest	50.00%
Impact of ownership interest on APIC	$ 25,500
Class B Membership Unit
Noncontrolling Interest [Line Items]
Net (loss)/income					5,200
Distributions		$ 2,400			$ 2,800

DEBT AND OTHER OBLIGATIONS - Revolving Credit Facility (Details) $ in Millions	Dec. 30, 2022 USD ($)
Debt Instrument [Line Items]
Maximum senior leverage ratio covenant	3
Credit Agreement \| Alternative Base Rate \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate	0.90%
Credit Agreement \| Adjusted Daily Simple Secured Overnight Financing Rate (SOFR) \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate	1.90%
Credit Agreement \| Adjusted Term Secured Overnight Financing Rate (SOFR) \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate	1.90%
Line of Credit \| Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 30.0
Incremental increase in interest rates in the event of default	2.00%
Line of Credit \| Credit Agreement \| Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 5.0
Expansion feature borrowing limit	$ 30.0

DEBT AND OTHER OBLIGATIONS - Other Financing Obligations (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Nov. 30, 2022	Aug. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Proceeds from other financing obligations	$ 9,100		$ 9,092	$ 0	$ 0
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Software Licenses Under Delivery Order
Debt Instrument [Line Items]
Consideration received		$ 9,100
Number of exercisable options		3 years

DEBT AND OTHER OBLIGATIONS - Enlightenment Capital Credit Agreement (Details) $ / shares in Units, $ in Thousands						12 Months Ended
	Apr. 19, 2021 USD ($) $ / shares shares	Nov. 24, 2020 USD ($)	Mar. 26, 2020 USD ($) maturity_date_extension	Jul. 19, 2019 USD ($)	Jan. 25, 2017 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares
Debt Instrument [Line Items]
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares						$ 1.665	$ 1.665	$ 1.665
Number of quarterly maturity date extensions \| maturity_date_extension			4
Amount of increase in quarterly exit fee payable			$ 300
Amount of increase in exit fee payable			1,000
Amendment fee and out-of-pocket costs and expenses			$ 100
Repayments of senior debt						$ 0	$ 0	$ 17,351
Loss on debt extinguishment						0	0	(275)
Repurchase of common stock						0	26,894	0
Payment of tax withholding related to net share settlement of equity awards						$ 11,145	$ 1,251	$ 0
Treasury stock acquired, average cost per share (in dollars per share) \| $ / shares						$ 7.28	$ 0	$ 0
Common stock, par value (in dollars per share) \| $ / shares						$ 0.001	$ 0.001
Enlightenment Capital Solutions Fund II LP
Debt Instrument [Line Items]
Exit fee				$ 1,200
Debt instrument, interest rate, effective percentage				17.30%
Line of credit facility, increase (decrease), net				$ 5,000
Stock repurchased during period, shares (in shares) \| shares	39,682
Repurchase of common stock	$ 26,900
Payment of tax withholding related to net share settlement of equity awards	$ 1,300
Warrants acquired, average cost per share (in dollars per share) \| $ / shares	$ 29.85
Treasury stock acquired, average cost per share (in dollars per share) \| $ / shares	31.51
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001
Credit Agreement
Debt Instrument [Line Items]
Exit fee		$ 1,200				$ 825
Debt instrument, interest rate, effective percentage						15.00%
Repayments of senior debt		17,400
Accrued interest		100
Legal fees		13
Loss on debt extinguishment		$ 100
Interest expense								$ 2,700
Class A Common Stock \| Enlightenment Capital Solutions Fund II LP
Debt Instrument [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares) \| shares					900,970
Percentage of warrants issued of common equity interests					2.50%
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares					$ 1.665
Term Loan \| Enlightenment Capital Solutions Fund II LP
Debt Instrument [Line Items]
Long-term line of credit					$ 11,000
Debt instrument, interest rate, stated percentage					13.00%

DEBT AND OTHER OBLIGATIONS - Subordinated Debt (Details) - Porter - Subordinated Loan Agreements and Promissory Notes - Affiliated Entity - USD ($) $ in Millions				12 Months Ended
	Apr. 18, 2017	Apr. 17, 2017	Mar. 31, 2015	Dec. 31, 2020
Debt Instrument [Line Items]
Proceeds from related party, debt			$ 2.5
Related party transaction, rate	6.00%	12.00%	12.00%
Interest expense, related party				$ 0.3
Telos Corporation
Debt Instrument [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners			35.00%

EXCHANGEABLE REDEEMABLE PREFERRED STOCK CONVERSION (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended			24 Months Ended
	Nov. 23, 2020 USD ($) $ / shares shares	Nov. 19, 2020 USD ($) $ / shares	Nov. 30, 1998 shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Dec. 31, 1991 $ / shares	Dec. 31, 2019 shares	Dec. 31, 1990 $ / shares shares
Class of Stock [Line Items]
Preferred stock authorized (in shares)				10,000,000
Preferred stock, par or stated value per share (in dollars per share) \| $ / shares				$ 0.01
Preferred stock, shares issued (in shares)				0	0
Preferred stock, shares outstanding (in shares)				0	0
Common stock issued on redemption of public preferred stock \| $				$ 0	$ 0	$ 19,213
Gain (loss) on extinguishment of debt \| $				$ 0	$ 0	(275)
Exchangeable Redeemable Preferred Stock
Class of Stock [Line Items]
Preferred stock, liquidation preference (in dollars per share) \| $ / shares							$ 10
Liquidation value in cash transaction in condition 1				0.90
Liquidation value amount as per cash transaction in condition 2				0.85
Liquidation value in issuance of shares common stock in condition 1				0.90
Liquidation value in issuance of shares common stock in condition 2				0.15
Number of fractional shares (in shares)				0
Conversion per share amount (in dollars per share) \| $ / shares		$ 10
Common stock issued on redemption of public preferred stock \| $		$ 142,300
Conversion of preferred stock to common stock \| $	$ 108,900
Number of shares stock holder received (in shares)	1,100,000
Preferred stock, redemption price per share (in dollars per share) \| $ / shares	$ 17
Conversion of stock, amount issued \| $	$ 19,200
Preferred stock redemption costs \| $	200
Gain (loss) on extinguishment of debt \| $	$ 14,000
Public Preferred Stock
Class of Stock [Line Items]
Preferred stock authorized (in shares)									6,000,000
Preferred stock, par or stated value per share (in dollars per share) \| $ / shares									$ 0.01
Preferred stock, shares issued (in shares)								3,185,586	2,858,723
Redemption of public preferred stock (in shares)			410,000
Preferred stock, shares outstanding (in shares)								3,185,586
Preferred stock, dividend rate, percentage							12.00%
Preferred stock dividend rate per annum (in dollars per share) \| $ / shares							$ 1.20
Dividends on preferred stock \| $						$ 3,400

STOCKHOLDERS' EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 12, 2020	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	May 24, 2022 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized		250,000,000	250,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)		10,000,000
Preferred stock, par or stated value per share (in dollars per share) \| $ / shares		$ 0.01
Conversion of stock, shares converted (in shares)		1
Stockholders' equity note, stock split, conversion ratio	0.794
Common stock, shares issued		67,431,632	66,767,450
Common stock, shares outstanding		67,431,632	66,767,450
Preferred stock, shares issued (in shares)		0	0
Preferred stock, shares outstanding (in shares)		0	0
Payment of tax withholding related to net share settlement of equity awards \| $		$ 11,145	$ 1,251	$ 0
Stock repurchase program, authorized amount \| $					$ 50,000
Remaining authorized repurchase amount \| $		$ 38,700
Number of shares repurchased (in shares)		1,550,162	0	0
Treasury stock, value, acquired, cost method \| $		$ 11,284	$ 0	$ 0
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity note, stock split, conversion ratio		1.259446
Class B Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity note, stock split, conversion ratio		1.259446

STOCKHOLDERS' EQUITY - Share Repurchase Program Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Amounts paid for shares repurchased	$ 11,284	$ 0	$ 0
Number of shares repurchased (in shares)	1,550,162	0	0
Average per share price paid (in dollars per share)	$ 7.28	$ 0	$ 0

STOCKHOLDERS' EQUITY - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
AOCI
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total stockholders equity	$ (55)	$ (27)
Accumulated Foreign Currency Adjustment Attributable to Parent
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total stockholders equity	(162)	(134)
Accumulated Defined Benefit Plans Adjustment Attributable to Parent
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total stockholders equity	$ 107	$ 107

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Millions		1 Months Ended	12 Months Ended
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Millions	Feb. 28, 2022	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares, employee benefit plan (in shares)			876,602
Defined contribution plan, employer matching contribution, percent of match			50.00%
Defined contribution plan, maximum annual contributions per employee, percent	2.00%	4.00%
Annual vesting percentage		20.00%
Award vesting period		5 years
Defined benefit plan, plan assets, contributions by employer			$ 2.2	$ 1.3	$ 1.2
Telos ID
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan, employer matching contribution, percent of match			50.00%

- Definition

Amount of contribution received by defined benefit plan from employer which increases plan assets.

+ References + Details

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Nov. 30, 2020	Oct. 31, 2020	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 64,660,000	$ 60,231,000	$ 4,000
Income tax benefits	$ 0
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, weighted average grant date fair value	$ 19.53	$ 34.24
Aggregate intrinsic value, outstanding, exercisable, and vested or expected to vest	$ 19,800,000
Share-based payment arrangement, nonvested award, cost not yet recognized, amount	$ 26,800,000
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition	9 months 18 days
Revision of Prior Period, Adjustment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 1,300,000
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term	2 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term	5 years
2016 Omnibus Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares)				7,459,913,000	9,400,000	4,500,000
Common stock, capital shares reserved for future issuance (in shares)	400,000
Share-based Payment Arrangement, Option \| 2016 Omnibus Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, expiration period	10 years
Performance-Based RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate, minimum	0.18%
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate, maximum	0.29%
Performance-Based RSU \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term	2 years 5 months 12 days
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate	57.40%
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, weighted average grant date fair value	$ 19.12
Share-based compensation arrangement by share-based payment award, award requisite service period	4 months 17 days
Performance-Based RSU \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term	2 years 11 months 1 day
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate	58.80%
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, weighted average grant date fair value	$ 30.84
Share-based compensation arrangement by share-based payment award, award requisite service period	9 months 3 days

STOCK-BASED COMPENSATION - Stock-Based Compensation Expense Incurred (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 64,660	$ 60,231	$ 4
Cost of sales - services \| Revenue – services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	3,497	2,640	0
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	4,668	7,189	0
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	3,806	3,268	0
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 52,689	$ 47,134	$ 4

STOCK-BASED COMPENSATION - Nonvested Restricted Stock Units Activity (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Total
Outstanding, beginning balance (in shares)	3,523,335
Granted (in shares)	3,987,911
Vested (in shares)	(3,068,525)
Forfeited (in shares)	(535,854)
Outstanding, ending balance (in shares)	3,906,867
Weighted-Average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 34.24
Granted (in dollars per share) \| $ / shares	9.89
Vested (in dollars per share) \| $ / shares	21.39
Forfeited (in dollars per share) \| $ / shares	32.95
Outstanding, ending balance (in dollars per share) \| $ / shares	$ 19.53
Service-Based RSU
Total
Outstanding, beginning balance (in shares)	3,030,608
Granted (in shares)	3,987,911
Vested (in shares)	(3,068,525)
Forfeited (in shares)	(379,912)
Outstanding, ending balance (in shares)	3,570,082
Performance-Based RSU
Total
Outstanding, beginning balance (in shares)	492,727
Granted (in shares)	0
Vested (in shares)	0
Forfeited (in shares)	(155,942)
Outstanding, ending balance (in shares)	336,785

(LOSS)/EARNINGS PER SHARE (Details) - $ / shares	12 Months Ended
(LOSS)/EARNINGS PER SHARE (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 1.665	$ 1.665	$ 1.665
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	529,000	920,000	961,000
Unvested antidilutive stock units excluded from the dilutive effect (stock units) (in shares)	336,785
Unvested restricted stock and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	529,000	520,000	60,000
Common stock warrants, exercisable at $1.665/sh.
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	0	400,000	901,000

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current provision/(benefit)
Federal									$ 0	$ 0	$ 0
State									19	(98)	(77)
Total current									19	(98)	(77)
Deferred tax expense
Federal									37	19	27
State									(2)	51	4
Total deferred									35	70	31
Provision for/(benefit from) income taxes	$ (79)	$ 8	$ 54	$ 71	$ (34)	$ (41)	$ 13	$ 34	$ 54	$ (28)	$ (46)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Computed expected income tax provision	21.00%	21.00%	21.00%
State income taxes, net of federal income tax benefit	3.60%	1.50%	1.00%
Change in valuation allowance for deferred tax assets	(3.70%)	(7.90%)	17.00%
Cumulative deferred adjustments	(0.90%)	0.00%	0.70%
Provision to return adjustments	0.10%	(0.40%)	0.50%
Other permanent differences	(0.10%)	(0.20%)	1.00%
Dividend and accretion on preferred stock	0.00%	0.00%	10.50%
Gain on redemption of preferred stock	0.00%	0.00%	(43.30%)
Stock-based compensation	(20.60%)	0.00%	0.00%
Section 162(m) limitation - covered employees	(2.00%)	(16.00%)	14.60%
Capitalization of IPO transaction costs	0.00%	0.00%	4.40%
Uncertain tax positions	(0.50%)	(0.60%)	0.20%
R&D credit	3.00%	2.70%	(12.40%)
Non-controlling interest	0.00%	0.00%	(15.90%)
Effective income tax rate	(0.10%)	0.10%	(0.70%)

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Accounts receivable, principally due to allowance for doubtful accounts	$ 33	$ 29
Allowance for inventory obsolescence and amortization	210	315
Accrued liabilities not currently deductible	1,151	1,713
Stock-based compensation	7,943	7,993
Accrued compensation	915	648
Lease liabilities	3,349	3,813
Section 163(j) interest limitation	0	54
Goodwill	34,009	37,394
Capitalized research and development costs	362	0
Net operating loss carryforwards - federal	6,034	5,681
Net operating loss carryforwards - state	1,155	1,014
R&D tax credit	3,760	2,645
Total gross deferred tax assets	58,921	61,299
Less valuation allowance	(57,559)	(55,588)
Total deferred tax assets, net of valuation allowance	1,362	5,711
Deferred tax liabilities:
Amortization and depreciation	(86)	(3,945)
Right-of-use assets	(2,034)	(2,489)
Total deferred tax liabilities	(2,120)	(6,434)
Net deferred tax liabilities	$ (758)	$ (723)

Income Taxes - Valuation Allowance Activity (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of year	$ 55,588	$ 52,198	$ 7,206
Additions	57,559	55,588	52,198
Balance at end of year	$ 1,971	$ 3,390	$ 44,992

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Operating loss carryforwards	$ 28,700
Deferred tax assets, operating loss carryforwards, subject to expiration	10,600
Deferred tax assets, tax credit carryforwards, research	5,000
Unrecognized tax benefits	1,357	$ 1,056	$ 763	$ 714
Unrecognized tax benefits that would impact effective tax rate	100	200	300
Unrecognized tax benefits that would not impact effective tax rate	1,300	900	$ 500
Unrecognized tax benefits, income tax penalties and interest accrued	$ 100	$ 200

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of year	$ 1,056	$ 763	$ 714
Increase in prior year tax positions		90
Decrease from prior year tax positions	(5)		(104)
Increase related to current year tax positions	377	273	213
Decrease related to lapse of statutes	(71)	(70)	(60)
Balance at end of year	$ 1,357	$ 1,056	$ 763

LEASES - Narrative (Details)	May 31, 2014
Leases [Abstract]
Annual rent increase percentage	2.50%

LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease cost	$ 550	$ 713	$ 724
Short-term lease cost	49	13	93
Finance lease cost
Amortization of finance lease assets	1,221	1,221	1,221
Interest on finance lease liabilities	688	758	822
Total finance lease cost	1,909	1,979	2,043
Total lease costs	$ 2,508	$ 2,705	$ 2,860

LEASES - Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Leases
Operating lease year one	$ 373
Operating lease year two	27
Operating lease year three	0
Operating lease year four	0
Operating lease year five	0
Thereafter	0
Total minimum lease payments	400
Less: Imputed interest	(12)
Total lease obligations	388
Less: Current portion of lease obligations	(361)	$ (564)
Long-term lease obligations	27	388
Finance Leases
Finance lease year one	2,203
Finance lease year two	2,258
Finance lease year three	2,314
Finance lease year four	2,371
Finance lease year five	2,431
Thereafter	3,541
Total minimum lease payments	15,118
Less: Imputed interest	(2,278)
Total lease obligations	12,840
Less: Current portion of lease obligations	(1,592)	(1,461)
Long-term lease obligations	$ 11,248	$ 12,840

LEASES - Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Weighted average remaining lease term (in years):
Finance lease, weighted average remaining lease term	6 years 3 months 18 days	7 years 3 months 18 days	8 years 3 months 18 days
Operating lease, weighted average remaining lease term	1 year	1 year 8 months 12 days	2 years 6 months
Weighted average discount rate:
Finance lease, weighted average discount rate, percent	5.04%	5.04%	5.04%
Operating lease, weighted average discount rate, percent	5.75%	5.75%	5.75%

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$ 603	$ 768	$ 745
Operating cash flows related to finance leases	688	758	820
Financing cash flows related to finance leases	$ 1,461	$ 1,339	$ 1,225

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands			12 Months Ended
	Feb. 01, 2022	Mar. 31, 2015	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Granted (in shares)			3,987,911
Emmett Wood
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction			$ 1,300	$ 500	$ 1,200
Number of shares held by related party (in shares)			178,041	73,562
Director
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction			$ 25	$ 300	300
Director \| Restricted Stock
Related Party Transaction [Line Items]
Granted (in shares)	26,091
Porter \| Subordinated Loan Agreements and Promissory Notes \| Affiliated Entity
Related Party Transaction [Line Items]
Proceeds from related party, debt		$ 2,500
Interest expense, related party					$ 300
Porter \| Subordinated Loan Agreements and Promissory Notes \| Telos Corporation \| Affiliated Entity
Related Party Transaction [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners		35.00%

SEGMENT INFORMATION - Narrative (Details) - segment	12 Months Ended
SEGMENT INFORMATION - Narrative (Details) - segment	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting [Abstract]
Number of operating segments	2	2

SEGMENT INFORMATION - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues
Total revenue	$ 47,343	$ 63,593	$ 55,791	$ 50,160	$ 64,051	$ 68,981	$ 53,644	$ 55,757	$ 216,887	$ 242,433	$ 179,917
Gross profit
Total gross profit	18,298	20,945	20,929	18,871	24,149	24,877	22,534	14,469	79,043	86,029	62,420
Selling, general and administrative expenses	32,961	29,729	34,965	35,238	29,560	29,965	40,005	27,963	132,893	127,493	62,123
Operating (loss)/income	(14,663)	(8,784)	(14,036)	(16,367)	(5,411)	(5,088)	(17,471)	(13,494)	(53,850)	(41,464)	297
Other income/(expense)	702	518	118	12	81	20	32	(1,054)	1,350	(921)	(255)
Interest expense	(316)	(181)	(187)	(190)	(194)	(195)	(192)	(196)	(874)	(777)	(7,259)
Gain on redemption of public preferred stock									0	0	14,012
(Loss)/income before income taxes	(14,277)	(8,447)	(14,105)	(16,545)	(5,524)	(5,263)	(17,631)	(14,744)	(53,374)	(43,162)	6,795
(Provision for)/benefit from income taxes	79	(8)	(54)	(71)	34	41	(13)	(34)	(54)	28	46
Net (loss)/income									(53,428)	(43,134)	6,841
Net (loss)/income	$ (14,198)	$ (8,455)	$ (14,159)	$ (16,616)	$ (5,490)	$ (5,222)	$ (17,644)	$ (14,778)	(53,428)	(43,134)	1,687
Less: Net income attributable to non-controlling interest									0	0	(5,154)
Inter-segment elimination
Revenues
Total revenue									0	0	(10,377)
Security Solutions
Revenues
Total revenue									120,454	123,534	127,667
Gross profit
Total gross profit									61,948	64,904	50,458
Secure Networks
Revenues
Total revenue									96,433	118,899	62,627
Gross profit
Total gross profit									$ 17,095	$ 21,125	$ 11,962

SUPPLEMENTAL CASH FLOW INFORMATION - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Supplemental Cash Flow Elements [Abstract]
Cash and cash equivalents	$ 119,305	$ 126,562
Restricted cash	133	0
Cash, cash equivalents, and restricted cash	$ 119,438	$ 126,562	$ 106,045	$ 6,751

SUPPLEMENTAL CASH FLOW INFORMATION - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash paid during the year for:
Interest	$ 803	$ 758	$ 7,259
Income taxes	188	60	64
Non-cash investing and financing activities:
Operating lease ROU assets obtained in exchange for operating lease liabilities	511	638	613
Capital expenditure activity in accounts payable and other accrued liabilities	211	0	0
Common stock repurchase under accounts payable and other accrued liabilities	139	0	0
Acquisition holdback	0	506	0
Dividends from preferred stock recorded as interest expense	0	0	3,384
Common stock issued on redemption of public preferred stock	0	0	19,213
Common stock issued on purchase of Telos ID membership interest	0	0	148,399
Distributions to Telos ID Class B member – non-controlling interest	0	0	2,436
Deferred financing costs in accounts payable and other accrued liabilities	$ 114	$ 0	$ 0

REVISION OF UNAUDITED QUARTERLY FINANCIAL DATA - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
General and administrative	$ 26,396	$ 22,706	$ 25,735	$ 24,556	$ 19,292	$ 19,739	$ 29,635	$ 20,076	$ 99,393	$ 88,742	$ 41,704
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
General and administrative		$ 1,115	$ 1,870	$ 1,633

REVISION OF UNAUDITED QUARTERLY FINANCIAL DATA - Revised Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Total revenue	$ 47,343	$ 63,593	$ 55,791	$ 50,160	$ 64,051	$ 68,981	$ 53,644	$ 55,757	$ 216,887	$ 242,433	$ 179,917
Total cost of sales	29,045	42,648	34,862	31,289	39,902	44,104	31,110	41,288	137,844	156,404	117,497
Gross profit	18,298	20,945	20,929	18,871	24,149	24,877	22,534	14,469	79,043	86,029	62,420
Selling, general and administrative expenses:
Sales and marketing	3,547	3,042	4,741	5,252	5,423	5,363	5,043	3,826	16,582	19,655	6,176
Research and development	3,018	3,981	4,489	5,430	4,845	4,863	5,327	4,061	16,918	19,096	14,243
General and administrative	26,396	22,706	25,735	24,556	19,292	19,739	29,635	20,076	99,393	88,742	41,704
Total selling, general and administrative expenses	32,961	29,729	34,965	35,238	29,560	29,965	40,005	27,963	132,893	127,493	62,123
Operating (loss)/income	(14,663)	(8,784)	(14,036)	(16,367)	(5,411)	(5,088)	(17,471)	(13,494)	(53,850)	(41,464)	297
Other income/(expense)	702	518	118	12	81	20	32	(1,054)	1,350	(921)	(255)
Interest expense	(316)	(181)	(187)	(190)	(194)	(195)	(192)	(196)	(874)	(777)	(7,259)
(Loss)/income before income taxes	(14,277)	(8,447)	(14,105)	(16,545)	(5,524)	(5,263)	(17,631)	(14,744)	(53,374)	(43,162)	6,795
(Provision for)/benefit from income taxes	79	(8)	(54)	(71)	34	41	(13)	(34)	(54)	28	46
Net (loss)/income attributable to Telos Corporation	$ (14,198)	$ (8,455)	$ (14,159)	$ (16,616)	$ (5,490)	$ (5,222)	$ (17,644)	$ (14,778)	$ (53,428)	$ (43,134)	$ 1,687
Net loss per share:
Basic (in dollars per share)	$ (0.21)	$ (0.13)	$ (0.21)	$ (0.25)	$ (0.08)	$ (0.08)	$ (0.26)	$ (0.23)	$ (0.79)	$ (0.65)	$ 0.04
Diluted (in dollars per share)	$ (0.21)	$ (0.13)	$ (0.21)	$ (0.25)	$ (0.08)	$ (0.08)	$ (0.26)	$ (0.23)	$ (0.79)	$ (0.65)	$ 0.04
Services
Income Statement [Abstract]
Total revenue	$ 39,059	$ 55,305	$ 50,270	$ 48,108	$ 57,532	$ 62,955	$ 49,003	$ 52,058	$ 192,742	$ 221,548	$ 161,180
Total cost of sales	23,421	36,746	31,436	29,731	35,121	40,137	28,609	39,490	121,334	143,357	106,969
Products
Income Statement [Abstract]
Total revenue	8,284	8,288	5,521	2,052	6,519	6,026	4,641	3,699	24,145	20,885	18,737
Total cost of sales	$ 5,624	$ 5,902	$ 3,426	$ 1,558	$ 4,781	$ 3,967	$ 2,501	$ 1,798	$ 16,510	$ 13,047	$ 10,528

REVISION OF UNAUDITED QUARTERLY FINANCIAL DATA - Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
General and administrative	$ 26,396	$ 22,706	$ 25,735	$ 24,556	$ 19,292	$ 19,739	$ 29,635	$ 20,076	$ 99,393	$ 88,742	$ 41,704
Total selling, general and administrative expenses	32,961	29,729	34,965	35,238	29,560	29,965	40,005	27,963	132,893	127,493	62,123
Operating loss	(14,663)	(8,784)	(14,036)	(16,367)	(5,411)	(5,088)	(17,471)	(13,494)	(53,850)	(41,464)	297
Loss before income taxes	(14,277)	(8,447)	(14,105)	(16,545)	(5,524)	(5,263)	(17,631)	(14,744)	(53,374)	(43,162)	6,795
Net loss	$ (14,198)	$ (8,455)	$ (14,159)	$ (16,616)	$ (5,490)	$ (5,222)	$ (17,644)	$ (14,778)	$ (53,428)	$ (43,134)	$ 1,687
Basic (in dollars per share)	$ (0.21)	$ (0.13)	$ (0.21)	$ (0.25)	$ (0.08)	$ (0.08)	$ (0.26)	$ (0.23)	$ (0.79)	$ (0.65)	$ 0.04
Diluted (in dollars per share)	$ (0.21)	$ (0.13)	$ (0.21)	$ (0.25)	$ (0.08)	$ (0.08)	$ (0.26)	$ (0.23)	$ (0.79)	$ (0.65)	$ 0.04
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
General and administrative		$ 21,591	$ 23,865	$ 22,923
Total selling, general and administrative expenses		28,614	33,095	33,605
Operating loss		(7,669)	(12,166)	(14,734)
Loss before income taxes		(7,332)	(12,235)	(14,912)
Net loss		$ (7,340)	$ (12,289)	$ (14,983)
Basic (in dollars per share)		$ (0.11)	$ (0.18)	$ (0.22)
Diluted (in dollars per share)		$ (0.11)	$ (0.18)	$ (0.22)
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
General and administrative		$ 1,115	$ 1,870	$ 1,633
Total selling, general and administrative expenses		1,115	1,870	1,633
Operating loss		(1,115)	(1,870)	(1,633)
Loss before income taxes		(1,115)	(1,870)	(1,633)
Net loss		$ (1,115)	$ (1,870)	$ (1,633)
Basic (in dollars per share)		$ (0.02)	$ (0.03)	$ (0.03)
Diluted (in dollars per share)		$ (0.02)	$ (0.03)	$ (0.03)

REVISION OF UNAUDITED QUARTERLY FINANCIAL DATA - Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (14,198)	$ (8,455)	$ (14,159)	$ (16,616)	$ (5,490)	$ (5,222)	$ (17,644)	$ (14,778)	$ (53,428)	$ (43,134)	$ 1,687
Comprehensive loss		(8,476)	(14,170)	(16,587)					$ (53,456)	$ (43,205)	$ 1,725
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		(7,340)	(12,289)	(14,983)
Comprehensive loss		(7,361)	(12,300)	(14,954)
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		(1,115)	(1,870)	(1,633)
Comprehensive loss		$ (1,115)	$ (1,870)	$ (1,633)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

REVISION OF UNAUDITED QUARTERLY FINANCIAL DATA - Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital	$ 412,708	$ 403,164	$ 391,967	$ 378,546	$ 367,153
Accumulated deficit	$ (240,405)	(226,207)	(217,752)	(203,593)	$ (186,977)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		398,546	388,464	376,913
Accumulated deficit		(221,589)	(214,249)	(201,960)
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		4,618	3,503	1,633
Accumulated deficit		$ (4,618)	$ (3,503)	$ (1,633)

REVISION OF UNAUDITED QUARTERLY FINANCIAL DATA - Statement of Stockholders' Equity (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation									$ 62,511	$ 60,231	$ 4
Net loss	$ (14,198)	$ (8,455)	$ (14,159)	$ (16,616)	$ (5,490)	$ (5,222)	$ (17,644)	$ (14,778)	(53,428)	(43,134)	1,687
Additional Paid–in Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	403,164	391,967	378,546	367,153					367,153
Stock-based compensation		16,127	16,423	14,280					62,511	60,231	$ 4
Ending balance		403,164	391,967	378,546	367,153					367,153
Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(226,207)	(217,752)	(203,593)	(186,977)					(186,977)
Ending balance		(226,207)	(217,752)	(203,593)	(186,977)					(186,977)
As Previously Reported
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(7,340)	(12,289)	(14,983)
As Previously Reported \| Additional Paid–in Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	398,546	388,464	376,913	367,153					367,153
Stock-based compensation		15,012	14,553	12,647
Ending balance		398,546	388,464	376,913	367,153					367,153
As Previously Reported \| Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(221,589)	(214,249)	(201,960)	(186,977)					(186,977)
Ending balance		(221,589)	(214,249)	(201,960)	(186,977)					(186,977)
Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(1,115)	(1,870)	(1,633)
Adjustment \| Additional Paid–in Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	4,618	3,503	1,633	0					0
Stock-based compensation		1,115	1,870	1,633
Ending balance		4,618	3,503	1,633	0					0
Adjustment \| Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ (4,618)	(3,503)	(1,633)	0					$ 0
Ending balance		$ (4,618)	$ (3,503)	$ (1,633)	$ 0					$ 0

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.