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Commitments and Contingencies
9 Months Ended
Sep. 30, 2012
Commitments and Contingencies [Abstract]  
Commitments and Contingencies
Note 9.   Commitments and Contingencies

Financial Condition and Liquidity
As described in Note 6 – Current Liabilities and Debt Obligations, we maintain a revolving Facility with Wells Fargo.  Borrowings under the Facility are collateralized by substantially all of our assets including inventory, equipment, and accounts receivable.  The amount of available borrowings fluctuates based on the underlying asset-borrowing base, in general 85% of our trade accounts receivable, as adjusted by certain reserves (as further defined in the Facility agreement). The Facility provides us with virtually all of the liquidity we require to meet our operating, investing and financing needs. Therefore, maintaining sufficient availability on the Facility is the most critical factor in our liquidity.  While a variety of factors related to sources and uses of cash, such as timeliness of accounts receivable collections, vendor credit terms, or significant collateral requirements, ultimately impact our liquidity; such factors may or may not have a direct impact on our liquidity, based on how the transactions associated with such circumstances impact our availability under the Facility.  For example, a contractual requirement to post collateral for a duration of several months, depending on the materiality of the amount, could have an immediate negative effect on our liquidity, as such a circumstance would utilize availability on the Facility without a near-term cash inflow back to us.   Likewise, the release of such collateral could have a corresponding positive effect on our liquidity, as it would represent an addition to our availability without any corresponding near-term cash outflow. Similarly, a slow-down of payments from a customer, group of customers or government payment office would not have an immediate and direct effect on our availability on the Facility unless the slowdown was material in amount and over an extended period of time.

We believe that available cash and borrowings under the Facility will be sufficient to generate adequate amounts of cash to meet our needs for operating expenses, debt service requirements, and projected capital expenditures through the foreseeable future.   We anticipate the continued need for a credit facility upon terms and conditions substantially similar to the Facility in order to meet our long term needs for operating expenses, debt service requirements, and projected capital expenditures.  Our working capital was $9.7 million and $15.2 million as of September 30, 2012 and December 31, 2011, respectively.  Although no assurances can be given, we expect that we will be in compliance throughout the term of the Facility with respect to the financial and other covenants.

Legal Proceedings

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

As previously disclosed in Note 14 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2011, Costa Brava Partnership III, L.P. ("Costa Brava") and Wynnefield Small Cap Value, L.P., holders of our Public Preferred Stock,  are engaged in litigation against the Company,  its directors, and certain of its officers.

On September 7, 2012, the Court of Special Appeals of Maryland issued a decision in the pending appeal.  The court ruled that the wrong review standard was utilized by the circuit court in evaluating the conclusions of the Company's special litigation committee in connection with the court's consideration of the Company's motion to dismiss the derivative claims.  The appeals court also determined that the circuit court's dismissal of the shareholder oppression claim raised an issue of first impression under Maryland law.  With respect to both issues, the appeals court remanded the matter back to the circuit court for reconsideration and further proceedings.  The appeals court's mandate was issued on October 9, 2012.  On October 24, 2012, the Company filed with the Court of Appeals of Maryland a Petition for Writ of Certiorari to the Court of Special Appeals of Maryland seeking review of both issues.

Hamot et al. v. Telos Corporation

As previously disclosed in Note 14 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2011, Messrs. Seth W. Hamot and Andrew R. Siegel, principals of Costa Brava and Class D Directors of Telos, filed a lawsuit against the Company on August 2, 2007, and have been engaged in litigation against the Company since that date.  On May 21, 2012, the Court denied the Plaintiffs'/Counter-Defendant's Motion for Advancement of Legal Fees and Expenses, denied the Company's Motion to Dismiss the Third Amended Verified Complaint, and denied the Plaintiff's Motion to Dismiss the Third Amended Counterclaim.  

On September 10, 2012, the Company filed a Motion for Summary Judgment on the liability issue of several claims in the Company's Counterclaim.  Also on September 10, 2012, the Plaintiffs filed a Motion for Summary Judgment with respect to aspects of the claims asserted by the Company in its Counterclaim.  Trial on the matter is scheduled to commence December 3, 2012.

Other Litigation

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