Commitments and Contingencies	9 Months Ended
Sep. 30, 2017
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 8. Commitments and Contingencies Financial Condition and Liquidity As described in Note 5 – Current Liabilities and Debt Obligations, we maintain a Credit Agreement with EnCap, a Purchase Agreement with RCA and a Financing Agreement with Action Capital. The willingness of RCA to purchase our accounts receivable under the Purchase Agreement and of Action Capital to make advances under the Financing Agreement, and our ability to obtain additional financing, may be limited due to various factors, including the eligibility of our receivables, the status of our business, global credit market conditions, and perceptions of our business or industry by EnCap, RCA, Action Capital, or other potential sources of financing. If we are unable to maintain the Purchase Agreement and the Financing Agreement, we would need to obtain additional credit to fund our future operations. If credit is available in that event, lenders may impose more restrictive terms and higher interest rates that may reduce our borrowing capacity, increase our costs, or reduce our operating flexibility. The failure to maintain, extend, renew or replace the Purchase Agreement and the Financing Agreement with a comparable arrangement or arrangements that provide similar amounts of liquidity for the Company would have a material negative impact on our overall liquidity, financial and operating results. While a variety of factors related to sources and uses of cash, such as timeliness of accounts receivable collections, vendor credit terms, or significant collateral requirements, ultimately impact our liquidity, such factors may or may not have a direct impact on our liquidity, based on how the transactions associated with such circumstances impact our availability under our credit arrangements. For example, a contractual requirement to post collateral for a duration of several months, depending on the materiality of the amount, could have an immediate negative effect on our liquidity, as such a circumstance would utilize cash resources without a near-term cash inflow back to us. Likewise, the release of such collateral could have a corresponding positive effect on our liquidity, as it would represent an addition to our cash resources without any corresponding near-term cash outflow. Similarly, a slow-down of payments from a customer, group of customers or government payment office would not have an immediate and direct effect on our availability unless the slowdown was material in amount and over an extended period of time. Any of these examples would have an impact on our cash resources, our financing arrangements, and therefore our liquidity. Management may determine that, in order to reduce capital and liquidity requirements, planned spending on capital projects and indirect expense growth may be curtailed, subject to growth in operating results. Additionally, management may seek to put in place a credit facility with a commercial bank, although no assurance can be given that such a facility could be put in place under terms acceptable to the Company. Should management determine that additional capital is required, management would likely look first to the sources of funding discussed above to meet any requirements, although no assurances can be given that these investors would be able to invest or that the Company and the investors would agree upon terms for such investments. Our working capital was $(5.4) million and $(8.6) million as of September 30, 2017 and December 31, 2016, respectively. Although no assurances can be given, we expect that our financing arrangements with EnCap, RCA and Action Capital, collectively, are sufficient to maintain the liquidity we require to meet our operating, investing and financing needs for the next 12 months. Legal Proceedings Costa Brava Partnership III, L.P., et al. v. Telos Corporation, et al. As previously disclosed in Note 13 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016, on October 17, 2005, Costa Brava Partnership III, L.P. ("Costa Brava"), a holder of our Public Preferred Stock, filed a lawsuit against the Company and certain past and present directors and officers ("Telos Defendants") in the Circuit Court for Baltimore City, Maryland (the "Circuit Court"). A second holder of the Company's Public Preferred Stock, Wynnefield Small Cap Value, L.P. ("Wynnefield"), subsequently intervened as a co-Plaintiff (Costa Brava and Wynnefield are hereinafter referred to as "Plaintiffs"). On February 27, 2007, Plaintiffs added, as an additional defendant, Mr. John R.C. Porter, a holder of the Company's common stock. As of September 30, 2017, Costa Brava and Wynnefield own 12.7% and 17.4%, resepectively, of the outstanding Public Preferred Stock. No material developments occurred in this litigation during the period ended September 30, 2017. At this stage of the litigation, it is impossible to reasonably determine the degree of probability related to Plaintiffs' success in relation to any of their assertions in the litigation. Although there can be no assurance as to the ultimate outcome of the case, the Company and its present and former officers and directors strenuously deny Plaintiffs' allegations and continue to vigorously defend the matter, and oppose all relief sought by Plaintiffs. Hamot et al. v. Telos Corporation As previously disclosed in Note 13 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016, Messrs. Seth W. Hamot and Andrew R. Siegel ("Plaintiffs" or "Counterdefendants"), principals of Costa Brava and Class D Directors of Telos, filed a Complaint against the Company on August 2, 2007 seeking access to various books and records of the Company and injunctive and other relief related thereto, and have been engaged in litigation against the Company since that date. On December 12, 2011, Telos filed a Third Amended Counterclaim against the Counterdefendants containing five (5) counts, four (4) related to interference with the Company's contracts or business relationships with its independent public auditors (then known as Goodman & Company LLP and Reznick Group P.C.) and one (1) seeking declaratory relief on Counterdefendants' claim of entitlement to indemnification. Trial on the merits of the Complaint and Third Amended Counterclaim took place in July and August 2013. On September 11, 2017, Judge W. Michel Pierson docketed two decisions in this matter. First, with respect to the Plaintiffs' Complaint related to access to books and records of the Company, Judge Pierson declined to grant permanent injunctive relief to the Plaintiffs but, instead, issued a declaratory order setting forth the pertinent standards the parties should follow as it relates to the Plaintiffs' right to books and records. The Court found that the Plaintiffs have the right as directors to inspect and copy the records of the Company, subject to the Company's right to determine that the materials requested were not reasonably related to the scope of their duties as directors or that their use of the materials may violate the duties they owe to the Company. The Court also determined that the scope of the inspection may also be limited if Telos establishes that the request creates an undue burden or expense. Second, with respect to the Third Amended Counterclaim, the Court entered judgment in favor of the Company and against the Counterdefendants on the Counterclaim for tortious interference with the Reznick contractual auditor relationship (Count Two) and awarded damages in the amount of $278,922.50. The Court found that the Counterdefendants' threat of litigation against Reznick was the precipitating cause of Reznick's resignation. In addition, the Court determined that the threats of litigation were made for an improper purpose – to influence the accounting treatment that Reznick would use on the Company's financial statements, specifically as it relates to the 12% Exchangeable Redeemable Preferred Shares ("ERPS") – and the resignation was a foreseeable consequence of the interference about which the Plaintiffs clearly had knowledge. The Court also entered judgment for the Counterdefendants on the Company's claims for interference with Goodman and on the Company's claim seeking declaratory relief in connection with Plaintiffs' claims for indemnification of attorney's fees and costs in connection with the Counterclaim. The Court determined that the resignation of Goodman as the Company's auditor occurred upon the Plaintiffs' election to the Company's board of directors, which the Court found itself was not independently wrongful and was the precipitating cause of the resignation, and not primarily due to the litigation against Goodman maintained by Costa Brava. The Court also entered judgment for Counterdefendants on the alternative claims for interference with the business relationships with Goodman and Reznick (Counts Three and Four), finding that it was not necessary to decide issues of liability under these claims since it determined that contracts with each of the audit firms existed. On September 27, 2017, the Company filed a Motion under Maryland Rule 2-535 to reconsider or revise two specific aspects of the Court's judgment on the Counterclaim: (1) to correct the amount of damages awarded for audit expenses incurred for the audit year 2007, and (2) to amend or modify the order with respect to Count Five (the declaratory relief claim related to indemnification) to dismiss the claims instead of entering judgment in favor of Counterdefendants on it. The Company contended that the Court should revise an incorrect measure of damages it used in reaching its judgment on this claim and instead compensate for the financial loss directly and actually caused by the Counterdefendants' tortious conduct, and award the Company aggregate damages in the amount of $669,989.06. Regarding Count Five, the Company requested that the Order entered be modified to conform it to the letter and spirit of the Court opinion, in part to make clear that the judgment does not have res judicata or collateral estoppel effects. A hearing on the motion was held on October 11, 2017. At the conclusion of the hearing, the Court denied the Company's motion as to the damages awarded on Count Two, and granted the Company's motion on the issue related to Count Five and entered a new order accordingly. Later that same day, the Company filed a notice with the Circuit Court of Baltimore City appealing the judgment to the Court of Special Appeals of Maryland, and on October 17, 2017 Counterdefendants filed a notice of a cross-appeal. The briefing schedule for the appeal and the cross-appeal has not been established by the Court of Special Appeals. The Company is considering the scope of its appeal and will not have notice of the scope of the cross-appeal until the Counterdefendants file their brief with the Court of Special Appeals. On October 19, 2017, the Counterdefendants submitted a one and a half page letter to the Company, pursuant to Section 2-418 of the Maryland General Corporation Law, demanding that the Company advance and/or indemnify the Counterdefendants for legal fees and expenses purportedly totaling $1,550,000 and incurred in pursuit of the foregoing books and records litigation and in defense of the Company's counterclaim, and ongoing expenses in the litigation. The Board addressed the Counterdefendants' demand for indemnification and/or advancement at its regularly scheduled meeting on November 13, 2017. The Board, by a vote of all members present for this portion of the meeting, and for various reasons, determined not to provide indemnification or advancement to Messrs. Hamot and Siegel in response to their demand. At this stage of the litigation, in light of the pendency of the appeal and the cross-appeal, it is impossible to reasonably determine the degree of probability related to the Company's success in relation to any of their assertions in the foregoing litigation. Other Litigation In addition, the Company is a party to litigation arising in the ordinary course of business. In the opinion of management, while the results of such litigation cannot be predicted with any reasonable degree of certainty, the final outcome of such known matters will not, based upon all available information, have a material adverse effect on the Company's condensed consolidated financial position, results of operations or cash flows.

Note 8. Commitments and Contingencies

Financial Condition and Liquidity

As described in Note 5 – Current Liabilities and Debt Obligations, we maintain a Credit Agreement with EnCap, a Purchase Agreement with RCA and a Financing Agreement with Action Capital. The willingness of RCA to purchase our accounts receivable under the Purchase Agreement and of Action Capital to make advances under the Financing Agreement, and our ability to obtain additional financing, may be limited due to various factors, including the eligibility of our receivables, the status of our business, global credit market conditions, and perceptions of our business or industry by EnCap, RCA, Action Capital, or other potential sources of financing. If we are unable to maintain the Purchase Agreement and the Financing Agreement, we would need to obtain additional credit to fund our future operations. If credit is available in that event, lenders may impose more restrictive terms and higher interest rates that may reduce our borrowing capacity, increase our costs, or reduce our operating flexibility. The failure to maintain, extend, renew or replace the Purchase Agreement and the Financing Agreement with a comparable arrangement or arrangements that provide similar amounts of liquidity for the Company would have a material negative impact on our overall liquidity, financial and operating results.

While a variety of factors related to sources and uses of cash, such as timeliness of accounts receivable collections, vendor credit terms, or significant collateral requirements, ultimately impact our liquidity, such factors may or may not have a direct impact on our liquidity, based on how the transactions associated with such circumstances impact our availability under our credit arrangements. For example, a contractual requirement to post collateral for a duration of several months, depending on the materiality of the amount, could have an immediate negative effect on our liquidity, as such a circumstance would utilize cash resources without a near-term cash inflow back to us. Likewise, the release of such collateral could have a corresponding positive effect on our liquidity, as it would represent an addition to our cash resources without any corresponding near-term cash outflow. Similarly, a slow-down of payments from a customer, group of customers or government payment office would not have an immediate and direct effect on our availability unless the slowdown was material in amount and over an extended period of time. Any of these examples would have an impact on our cash resources, our financing arrangements, and therefore our liquidity.

Management may determine that, in order to reduce capital and liquidity requirements, planned spending on capital projects and indirect expense growth may be curtailed, subject to growth in operating results. Additionally, management may seek to put in place a credit facility with a commercial bank, although no assurance can be given that such a facility could be put in place under terms acceptable to the Company. Should management determine that additional capital is required, management would likely look first to the sources of funding discussed above to meet any requirements, although no assurances can be given that these investors would be able to invest or that the Company and the investors would agree upon terms for such investments.

Our working capital was $(5.4) million and $(8.6) million as of September 30, 2017 and December 31, 2016, respectively. Although no assurances can be given, we expect that our financing arrangements with EnCap, RCA and Action Capital, collectively, are sufficient to maintain the liquidity we require to meet our operating, investing and financing needs for the next 12 months.

Legal Proceedings

Costa Brava Partnership III, L.P., et al. v. Telos Corporation, et al.

As previously disclosed in Note 13 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016, on October 17, 2005, Costa Brava Partnership III, L.P. ("Costa Brava"), a holder of our Public Preferred Stock, filed a lawsuit against the Company and certain past and present directors and officers ("Telos Defendants") in the Circuit Court for Baltimore City, Maryland (the "Circuit Court"). A second holder of the Company's Public Preferred Stock, Wynnefield Small Cap Value, L.P. ("Wynnefield"), subsequently intervened as a co-Plaintiff (Costa Brava and Wynnefield are hereinafter referred to as "Plaintiffs"). On February 27, 2007, Plaintiffs added, as an additional defendant, Mr. John R.C. Porter, a holder of the Company's common stock. As of September 30, 2017, Costa Brava and Wynnefield own 12.7% and 17.4%, resepectively, of the outstanding Public Preferred Stock. No material developments occurred in this litigation during the period ended September 30, 2017.

At this stage of the litigation, it is impossible to reasonably determine the degree of probability related to Plaintiffs' success in relation to any of their assertions in the litigation. Although there can be no assurance as to the ultimate outcome of the case, the Company and its present and former officers and directors strenuously deny Plaintiffs' allegations and continue to vigorously defend the matter, and oppose all relief sought by Plaintiffs.

Hamot et al. v. Telos Corporation

As previously disclosed in Note 13 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016, Messrs. Seth W. Hamot and Andrew R. Siegel ("Plaintiffs" or "Counterdefendants"), principals of Costa Brava and Class D Directors of Telos, filed a Complaint against the Company on August 2, 2007 seeking access to various books and records of the Company and injunctive and other relief related thereto, and have been engaged in litigation against the Company since that date. On December 12, 2011, Telos filed a Third Amended Counterclaim against the Counterdefendants containing five (5) counts, four (4) related to interference with the Company's contracts or business relationships with its independent public auditors (then known as Goodman & Company LLP and Reznick Group P.C.) and one (1) seeking declaratory relief on Counterdefendants' claim of entitlement to indemnification. Trial on the merits of the Complaint and Third Amended Counterclaim took place in July and August 2013.

On September 11, 2017, Judge W. Michel Pierson docketed two decisions in this matter. First, with respect to the Plaintiffs' Complaint related to access to books and records of the Company, Judge Pierson declined to grant permanent injunctive relief to the Plaintiffs but, instead, issued a declaratory order setting forth the pertinent standards the parties should follow as it relates to the Plaintiffs' right to books and records. The Court found that the Plaintiffs have the right as directors to inspect and copy the records of the Company, subject to the Company's right to determine that the materials requested were not reasonably related to the scope of their duties as directors or that their use of the materials may violate the duties they owe to the Company. The Court also determined that the scope of the inspection may also be limited if Telos establishes that the request creates an undue burden or expense.

Second, with respect to the Third Amended Counterclaim, the Court entered judgment in favor of the Company and against the Counterdefendants on the Counterclaim for tortious interference with the Reznick contractual auditor relationship (Count Two) and awarded damages in the amount of $278,922.50. The Court found that the Counterdefendants' threat of litigation against Reznick was the precipitating cause of Reznick's resignation. In addition, the Court determined that the threats of litigation were made for an improper purpose – to influence the accounting treatment that Reznick would use on the Company's financial statements, specifically as it relates to the 12% Exchangeable Redeemable Preferred Shares ("ERPS") – and the resignation was a foreseeable consequence of the interference about which the Plaintiffs clearly had knowledge.

The Court also entered judgment for the Counterdefendants on the Company's claims for interference with Goodman and on the Company's claim seeking declaratory relief in connection with Plaintiffs' claims for indemnification of attorney's fees and costs in connection with the Counterclaim. The Court determined that the resignation of Goodman as the Company's auditor occurred upon the Plaintiffs' election to the Company's board of directors, which the Court found itself was not independently wrongful and was the precipitating cause of the resignation, and not primarily due to the litigation against Goodman maintained by Costa Brava. The Court also entered judgment for Counterdefendants on the alternative claims for interference with the business relationships with Goodman and Reznick (Counts Three and Four), finding that it was not necessary to decide issues of liability under these claims since it determined that contracts with each of the audit firms existed.

On September 27, 2017, the Company filed a Motion under Maryland Rule 2-535 to reconsider or revise two specific aspects of the Court's judgment on the Counterclaim: (1) to correct the amount of damages awarded for audit expenses incurred for the audit year 2007, and (2) to amend or modify the order with respect to Count Five (the declaratory relief claim related to indemnification) to dismiss the claims instead of entering judgment in favor of Counterdefendants on it. The Company contended that the Court should revise an incorrect measure of damages it used in reaching its judgment on this claim and instead compensate for the financial loss directly and actually caused by the Counterdefendants' tortious conduct, and award the Company aggregate damages in the amount of $669,989.06. Regarding Count Five, the Company requested that the Order entered be modified to conform it to the letter and spirit of the Court opinion, in part to make clear that the judgment does not have res judicata or collateral estoppel effects.

A hearing on the motion was held on October 11, 2017. At the conclusion of the hearing, the Court denied the Company's motion as to the damages awarded on Count Two, and granted the Company's motion on the issue related to Count Five and entered a new order accordingly. Later that same day, the Company filed a notice with the Circuit Court of Baltimore City appealing the judgment to the Court of Special Appeals of Maryland, and on October 17, 2017 Counterdefendants filed a notice of a cross-appeal. The briefing schedule for the appeal and the cross-appeal has not been established by the Court of Special Appeals. The Company is considering the scope of its appeal and will not have notice of the scope of the cross-appeal until the Counterdefendants file their brief with the Court of Special Appeals.

On October 19, 2017, the Counterdefendants submitted a one and a half page letter to the Company, pursuant to Section 2-418 of the Maryland General Corporation Law, demanding that the Company advance and/or indemnify the Counterdefendants for legal fees and expenses purportedly totaling $1,550,000 and incurred in pursuit of the foregoing books and records litigation and in defense of the Company's counterclaim, and ongoing expenses in the litigation.

The Board addressed the Counterdefendants' demand for indemnification and/or advancement at its regularly scheduled meeting on November 13, 2017. The Board, by a vote of all members present for this portion of the meeting, and for various reasons, determined not to provide indemnification or advancement to Messrs. Hamot and Siegel in response to their demand.

At this stage of the litigation, in light of the pendency of the appeal and the cross-appeal, it is impossible to reasonably determine the degree of probability related to the Company's success in relation to any of their assertions in the foregoing litigation.

Other Litigation

In addition, the Company is a party to litigation arising in the ordinary course of business. In the opinion of management, while the results of such litigation cannot be predicted with any reasonable degree of certainty, the final outcome of such known matters will not, based upon all available information, have a material adverse effect on the Company's condensed consolidated financial position, results of operations or cash flows.