Note 7. Current Liabilities and Debt Obligations

Accounts Payable and Other Accrued Payables

As of December 31, 2012 and 2011, the accounts payable and other accrued payables consisted of $16.4 million and $16.0 million, respectively, in trade account payables and $6.7 million and $5.9 million, respectively, in accrued payables.

Senior Revolving Credit Facility

On May 17, 2010, we amended our $25 million revolving credit facility (the "Facility") with Wells Fargo Capital Finance, Inc. ("Wells Fargo"). Under the amended terms, the maturity date of the Facility was extended to May 17, 2014 from September 30, 2011, the limit on the Facility was increased to $30 million from $25 million, and a term loan component of $7.5 million was added to the Facility. The principal of the term loan component will be repaid in quarterly installments of $93,750, with a final installment of the unpaid principal amount payable on May 17, 2014. The interest rate on the term loan component is the same as that on the revolving credit component of the Facility, which was changed to the higher of the Wells Fargo Bank "prime rate" plus 1%, the Federal Funds rate plus 1.5%, or the 3-month LIBOR rate plus 2%. In lieu of having interest charged at the foregoing rates, the Company may elect to have the interest on all or a portion of the advances on the revolving credit component be a rate based on the LIBOR Rate (as defined in the Facility) plus 3.75%. As of December 31, 2012, we have not elected the LIBOR Rate option. Borrowings under the Facility continue to be collateralized by substantially all of the Company's assets including inventory, equipment, and accounts receivable. The financial covenants were updated to include minimum EBITDA (as defined in the Facility), minimum recurring revenue and a limit on capital expenditures. The Facility's anniversary fee was discontinued and the collateral management fee was reduced. Additionally, the Facility was amended to permit the full repayment of the entire principal amount of the Subordinated Notes (as defined below).

As of December 31, 2012, the interest rate on the Facility was 4.25%. We incurred interest expense in the amount of $0.8 million, $0.7 million, and $0.7 million for the years ended December 31, 2012, 2011, and 2010, respectively, on the Facility.

In accordance with the stated use of proceeds for the term loan component of the Facility, $4.2 million was paid concurrent with the closing of the amendment to each of the holders of the Subordinated Notes (as defined below) in full repayment of the principal and accrued but unpaid interest on the Subordinated Notes through May 17, 2010.

On September 27, 2010, the Facility was amended to allow for the redemption of up to $2.5 million of the aggregate value of the Senior Redeemable Preferred Stock at a discount from par value of at least 10%. On September 27, 2010 and on April 8, 2011, a portion of the Senior Redeemable Preferred Stock was redeemed (see Note 8 – Redeemable Preferred Stock). Additionally, on May 11, 2012, the Facility was further amended to allow for the redemption of Senior Redeemable Preferred Stock, under certain conditions, at a discount from par value plus accrued dividends of at least 10%, at an aggregate price not to exceed $4.0 million. On May 16, 2012 and on August 24, 2012, a portion of the Senior Redeemable Preferred Stock was redeemed (see Note 8 – Redeemable Preferred Stock).

On December 17, 2012, Wells Fargo consented to the payment of approximately $7.6 million of the ITL note.

The Facility has various covenants that may, among other things, affect our ability to merge with another entity, sell or transfer certain assets, pay dividends and make other distributions beyond certain limitations. As of December 31, 2012, we were in compliance with the Facility's financial covenants, including EBITDA covenants. The term loan component of the Facility amortizes at 5% per year, or $0.4 million, which is paid in quarterly installments and is classified as current on the consolidated balance sheets. The remaining balance of the term loan, or $6.2 million, and the revolving component of the Facility mature over the period 2013 and 2014.

At December 31, 2012, we had outstanding borrowings of $18.9 million on the Facility, which included the $6.6 million term loan, of which $0.4 million was short-term. At December 31, 2011, the outstanding borrowings on the Facility were $17.9 million, which included the $6.9 million term loan, of which $0.4 million was short-term. At December 31, 2012 and 2011, we had unused borrowing availability on the Facility of $2.2 million and $5.3 million, respectively. The effective weighted average interest rates on the outstanding borrowings under the Facility were 5.6% and 6.3% for the years ended December 31, 2012 and 2011, respectively.

The following are maturities of the Facility presented by year (in thousands):

	2013		2014		Total
Short-term:
Term loan	$	375	$	----	$	375	1
Long-term:
Term loan	$	----	$	6,188	$	6,188	1
Revolving credit		----		12,371		12,371	2
Subtotal	$	----	$	18,559	$	18,559
Total	$	375	$	18,559	$	18,934

The principal will be repaid in quarterly installments of $93,750, with a final installment of the unpaid principal amount payable on May 17, 2014.

Balance due represents balance as of December 31, 2012, with fluctuating balances based on working capital requirements of the Company.

Notes payable – IT Logistics, Inc.

On July 1, 2011, we entered into, and concurrently completed the transactions contemplated by, the Asset Purchase Agreement (the "Agreement") with IT Logistics Inc., an Alabama Corporation ("ITL"), and its sole stockholder, see Note 3 – Acquisition of IT Logisics, Inc. The Agreement provides for the purchase of certain assets relating to the operation of ITL's business of providing survey, design, engineering, and installation services of inside and outside plant secure networking infrastructure and program management expertise. Under the terms of the Agreement, Telos assumed certain liabilities of ITL, principally liabilities that accrue on or after July 1, 2011, under certain contracts assumed by Telos.

The purchase price for the assets (in addition to the assumed liabilities described above) consisted of (1) $8 million payable on July 1, 2011, (2) $7 million payable in ten monthly payments of $700,000, together with interest on the unpaid balance of such amount at the rate of 0.50% per annum, beginning on August 1, 2011 and on the first day of each subsequent month thereafter, and (3) a subordinated promissory note (the "Note") with a principal amount of $15 million. The Note accrued interest at a rate of 6.0% per annum beginning November 1, 2012, and was payable on July 1, 2041. The entire unpaid principal balance plus accrued and unpaid interest was due and payable upon the occurrence of a Change in Control (as defined in the Note), provided that all "Senior Obligations" were satisfied prior to or concurrent with such Change in Control. For purposes of the Note, "Senior Obligations" means, collectively, all (1) outstanding indebtedness of Telos, and (2) amounts due to the holders of the outstanding shares of the Company's Series A-1 Redeemable Preferred Stock, Series A-2 Redeemable Preferred Stock, and 12% Cumulative Exchangeable Preferred Stock (or any securities redeemable or exchangeable for any of the foregoing) upon a Change in Control, upon the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of Telos, or otherwise.

On December 18, 2012, we prepaid and satisfied in full our obligations under the Note. As a condition to the prepayment of the Note, ITL accepted payment in the amount of $7.6 million, which is the sum of $7.5 million in principal plus $0.1 million in accrued interest. This amount represents a discount of 50% off of the principal amount of the Note. No penalties were due to ITL in connection with the prepayment of the Note. As a result of this transaction, a gain in the amount of $5.2 million was recorded in other income on the consolidated statements of operations. On or about December 17, 2012, ITL and Telos signed an agreement in which ITL agreed to accept the prepayment and discount in full satisfaction of the Note. Wells Fargo consented to the payment of approximately $7.6 million on December 17, 2012.

At December 31, 2012, the $7 million payable in ten monthly payments had been fully paid. We incurred interest expense in the amount of $4,000 and $12,000 on the $7 million note in 2012 and 2011, respectively.

Senior Subordinated Notes

In 1995, we issued Senior Subordinated Notes ("Subordinated Notes") to certain shareholders. Such Subordinated Notes were classified as either Series B or Series C. The Series B Subordinated Notes were secured by our property and equipment, but subordinate to the security interests of Wells Fargo under the Facility. The Series C Subordinated Notes were unsecured. The maturity date of such Subordinated Notes had been extended to December 31, 2011, with interest rates ranging from 14% to 17%, and paid quarterly on January 1, April 1, July 1, and October 1 of each year. The Subordinated Notes could be prepaid at our option; however, the Subordinated Notes contained a cumulative prepayment premium of 13.5% per annum payable upon certain circumstances, which included, but were not limited to, an initial public offering of our common stock or a significant refinancing ("qualifying triggering event"), to the extent that sufficient net proceeds from either of the above events were received to pay such cumulative prepayment premium. Due to the contingent nature of the cumulative prepayment premium, any associated premium expense could only be quantified and recorded subsequent to the occurrence of such a qualifying triggering event.

On May 17, 2010, the principal balances of the Subordinated Notes plus accrued but unpaid interest totaling $4.2 million were paid in full, with the prepayment penalties on the repayment waived by the note holders. For the years ended December 31, 2012, 2011, and 2010, we incurred interest expense in the amount of $0, $0, and $0.2 million, respectively, on the Subordinated Notes.