Ladies and gentlemen, thank you for standing by and welcome to Telos Corporation Third Quarter 2022 Financial Results Conference Call. Please be advised that today's conference may be recorded. I would now like to hand the conference over to your speaker host for today, Christina Mouzavires. Please go ahead.

Good morning. Thank you for joining us to discuss Telos Corporation's third quarter 2022 financial results. With me today is John Wood, Chairman and CEO of Telos; and Mark Bendza, Executive Vice President and CFO of Telos. Let me begin with brief remarks on our 2022 third quarter results and Telos' strategic priorities. Then Mark will cover the financials and guidance for the fourth quarter and full year 2022. We will then open the line for Q&A, where Mark Griffin, Executive Vice President of Security Solutions, will also join us. The earnings press release was issued earlier today and is posted on the Telos Investor Relations website, where this call is being simultaneously webcast. Additionally, we have provided presentation slides on our Investor Relations website. Before we begin, we want to emphasize that some of our statements on this call are forward-looking statements and are made under the safe harbor provisions of the federal securities laws. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could materially differ for various reasons, including the factors described in today's earnings press release and the comments made during this conference call and in our SEC filings. We do not undertake any duty to update any forward-looking statements. In addition, during today's call, we will discuss non-GAAP financial measures which we believe are useful as supplemental and clarifying measures to help investors understand Telos' financial performance. These non-GAAP financial measures should be considered in addition to and not as a substitute for or in isolation from GAAP results. You can find additional disclosures regarding these non-GAAP measures, including reconciliations with comparable GAAP results in our earnings press release and on the Investor Relations portion of our website. Please also note that financial comparisons are year-over-year unless otherwise specified. The webcast replay of this call will be available for the next year on our company website under the Investor Relations link. With that, I'll turn the call over to John.

Thank you, Christina, and good morning, everyone. Let's begin today on Slide 3. We executed well in the third quarter and exceeded quarterly expectations for our fourth consecutive reporting period. Mark will discuss our financial performance later on this call, but at a high level, we delivered $63.6 million of revenue in the third quarter, above our guidance range of $58 million to $62 million, up 14% sequentially and down 8% year-over-year. Gross margin was 32.9%, above the guidance range of 31% to 32.5%. We delivered $8.6 million of adjusted EBITDA, above the high end of our guidance range of $3.5 million to $5 million, and a 13.5% adjusted EBITDA margin. Lastly, we delivered $0.10 of adjusted EPS. Now let's turn to Slide 4, where I'll provide an update on the TSA PreCheck expansion program. On October 18, the Transportation Security Administration issued an authority to operate for Telos' PreCheck system, marking an important milestone for another long-term program for our company. In the near term, we will be providing TSA PreCheck enrollment services for a soft launch trial period to a limited population of applicants in order to validate systems and processes in advance of full implementation. Once the trial period has been successfully completed to the satisfaction of the TSA, Telos will launch enrollment services to the public more widely. We are pleased to have finally reached this long-awaited milestone. If you turn to Slide 5, you can see additional business highlights and successes achieved this quarter. Turning to Xacta, we received renewals with several key customers, including the National Security Agency, the Federal Bureau of Investigation, the Central Intelligence Agency, the Defense Intelligence Agency, the Office of Naval Intelligence, the National Archives, the Social Security Administration, and Oracle. We are also continuing to build on our partnership with IBM. This relationship will enable us to broaden our reach into the global marketplace for sales of our Xacta solution to drive future growth for Telos. The value in Xacta's native OSCAL format, inheritance, and adaptive mapping across regulations will drive IBM and Telos' success and customer-perceived value in the combined IBM, AGS, and Telos solution. We were also awarded key contracts with large cloud service providers and data-as-a-service providers to expedite the ATO or the authority to operate process. Our automated message handling service and designated aviation channeling services continue to perform well. Near term, our focus and strategy for the Ghost product line will be as an embedded security element of customer and Telos solutions. All development, product enhancement, and expansion efforts are aligned with this evolutionary product strategy driven by customer mission requirements. We are confident in this direction, as evidenced by the JCI Ghost product positioning. Our advanced cyber analytics, or ACA solution, launched earlier this year, continues to evolve, including strengthening its cyber and analytic capabilities, enabling an enhancement of our market position via the growing value of intellectual property in the platform. We continue to enhance ACA through new features and by integrating with other technologies. We are confident that ACA will continue to gain sales momentum due to its unique capabilities to scale seamlessly and deliver to customers near real-time cyber situational awareness by harnessing the power of integrated cloud, data science, and actionable threat intelligence insights. We are proud of the meaningful progress we've made across these business segments this quarter. In other parts of our portfolio, we are experiencing challenges that are weighing on our near-term outlook. Revenues on some large programs in security solutions will likely begin to step down in the fourth quarter and our Secure Networks segment has not generated sufficient new business wins so far in the second half to backfill revenues from large programs that have been winding down and coming to successful completion over the course of 2022. The combination of these factors will result in lower than previously expected revenues in the fourth quarter of '22 and potentially lower revenues year-over-year in 2023. Mark will provide additional details on the fourth-quarter and 2023 outlook later on this call. Needless to say, I'm not satisfied with our near-term outlook. We have significant room for improvement. The Board and I are laser-focused on taking the necessary actions to improve our performance by optimizing and streamlining how we serve our customers and pursue new business opportunities for long-term sustainable growth and success. While we are clear-eyed about our near-term outlook, we are confident in the foundation and long-term potential of our business. The core fundamentals of our company remain strong. Our robust and recession-resistant end markets, well-funded customers and decades-long track record of serving the world's most security-conscious organizations provide a solid foundation for the future. Our strong balance sheet ensures significant financial and strategic flexibility. Finally, we have a leadership change to announce. Brendan Malloy, Executive Vice President of Secure Networks, has notified me of his intention to retire at the end of 2022. For over 26 years, Brendan has provided exceptional service and commitment to Telos and our customers. I want to extend my sincere thanks for his dedicated service and wish him a happy and healthy retirement. I will now turn the call over to Mark, who will discuss third quarter 2022 financial results, guidance for the fourth quarter, and some high-level direction on 2023.

Thank you, John, and thank you everyone for joining us today. Let's turn to Slide 6. As John mentioned, we executed well in the third quarter, delivering results that exceeded the high end of our guidance range on all financial metrics. We reported revenue, gross margin, and adjusted EBITDA above the high end of our third quarter guidance range. Total revenue was $63.6 million, up 14% sequentially and down 8% year-over-year. Performance above the high end of the guidance range of $58 million to $62 million was primarily driven by favorable timing variances on pre-existing higher-margin programs in Security Solutions. Secure Networks revenues performed in line with our guided expectations. Security Solutions sales were $32.4 million, up 5% sequentially and down 6% year-over-year due to the completion of the U.S. census program in 2021 and quarterly variability of perpetual license sales. Secure Networks sales were $31.2 million, up 25% sequentially and down 10% year-over-year due to the ongoing wind down of large programs coming to a successful completion as expected. Our program management teams within Secure Networks continue to successfully navigate a complex supply chain environment to deliver major programs on time and as forecasted in our guidance. Turning to profitability and cash flow. Third quarter gross margin contracted 313 basis points to 32.9%. Performance above the high end of our guidance range of 31% to 32.5% was primarily due to better-than-expected sales contribution from our higher margin Security Solutions segment as well as margin outperformance within Secure Networks. Security Solutions gross margin contracted approximately 850 basis points to 48%, primarily due to higher investment in a single large program as well as the previously mentioned variability of perpetual license sales. Secure Networks gross margin expanded approximately 170 basis points due to performance on major programs and favorable mix across the portfolio. Adjusted EBITDA was $8.6 million. Performance above the high end of our adjusted EBITDA guidance range of $3.5 million to $5 million was primarily the result of gross profit outperformance and lower below-the-line expenses resulting from cost reduction actions. Adjusted EBITDA was approximately flat year-over-year, notwithstanding year-over-year declines in gross profit, primarily due to lower below-the-line expenses. Adjusted EBITDA margin expanded 80 basis points to 13.5%. Free cash flow improved significantly from $1.3 million during the first 9 months of 2021 to $10.7 million during the first 9 months of 2022 as a result of favorable working capital dynamics. We continue to return free cash flow to shareholders through share repurchases. During the third quarter, we deployed $4.7 million to repurchase nearly 500,000 shares. Since announcing our share repurchase program 6 months ago, we have deployed $7.7 million to repurchase nearly 860,000 shares. Now let's turn to Slide 7 to discuss our outlook for the fourth quarter. For the fourth quarter, we forecast sales in a range of $43 million to $47 million, representing a sequential decline from the third quarter. The midpoint of the fourth quarter revenue guide implies approximately a $19 million sequential decline, including approximately $4 million from Security Solutions and $15 million from Secure Networks. The $4 million sequential decline in Security Solutions includes nearly $2 million of revenue on a pre-existing program that pulled forward into the third quarter and drove the guidance to be above the high end of the third quarter guidance range. The other $2 million represents a short-term slowdown on a different pre-existing program. The $15 million sequential decline in Secure Networks is primarily the result of a single program which ended in the third quarter and will not recognize revenue in the fourth quarter. Lastly, as John described earlier, Secure Networks has not won sufficient new business so far in the second half of 2022 to backfill declining revenues on pre-existing programs in the fourth quarter. To be clear, Secure Networks has won approximately $37 million of new business so far in the second half of 2022. But those programs will either convert to revenue over a multiyear period of performance or in the case of some quick churn programs, the speed of revenue recognition will be constrained by supply chain limitations. There are still some large opportunities in the new business pipeline that could be awarded in 2022 but those opportunities, if captured, will benefit 2023 and beyond. We expect gross margin to be down approximately 300 to 450 basis points year-over-year, primarily due to Security Solutions mixing lower, partially offset by higher margin Security Solutions contributing a greater proportion of total company revenues. We expect Secure Networks' gross margin to be approximately flat year-over-year. Adjusted EBITDA is expected to be approximately breakeven to $2 million. Now let's turn to Slide 8 to discuss the resulting outlook for 2022. For the full year, we now expect total revenues in a range of $213 million to $217 million and adjusted EBITDA in a range of $14 million to $16 million. The midpoint of the revenue guidance range implies a top line reduction of approximately $19 million from our prior guidance to our updated guidance. $14 million of the $19 million is primarily due to lower-than-expected new business wins in Secure Networks and also partially the impact of supply chain constraints on the delivery of that new business. The other $5 million is in Security Solutions and is spread across software sales, a step down in large programs, and TSA PreCheck. In the aggregate, Security Solutions is still expected to deliver full-year revenues within the original guidance range that we communicated at the beginning of the year. The entirety of the reduction below the bottom end of the original guidance range is due to a shortfall in Secure Networks' new business wins. Lastly, with respect to 2023, it is far too early to provide much specificity at this point, but we can offer some high-level color on headwinds and tailwinds. Within Security Solutions, we have large programs that will potentially slow down and/or turn off sometime around the end of this year or the first quarter of next year. Those programs will be partially offset by the ramp of TSA PreCheck over the course of next year and potentially by at least one new long-term business opportunity that we will compete for in the second half of next year that is larger on a run rate basis than the programs that will potentially turn off. We have strong past performance qualifications that position us well to compete for this new opportunity. Within Secure Networks, the wind down of large programs in 2022 will create a year-over-year headwind into 2023, but there are opportunities remaining in the pipeline for 2022 that have the potential to offset that headwind, if awarded. We believe these opportunities are lower probability. So as you can see, there are a number of moving pieces that will become more visible before we provide 2023 guidance on our fourth quarter earnings call in March. The range of potential outcomes is quite wide, but from where we sit today, it's possible revenues could be down approximately mid-teens year-over-year in 2023. However, I will emphasize that even a single large win in the next few months could meaningfully improve that outlook. We will provide 2023 guidance on our fourth-quarter earnings call in March. Thank you, John. To summarize, we exceeded quarterly expectations for our fourth consecutive reporting period and delivered results above the high end of our guidance range on all financial metrics. Lower expenses and favorable working capital performance have driven strong free cash flows that we're returning to shareholders through share repurchases. We are pleased to have received the ATO from the TSA for the Telos PreCheck system, marking an important milestone for another long-term valuable program for Telos. That said, I am not satisfied with our near-term outlook and I recognize we have much work to do to improve our performance. The Board and I are focused on taking the necessary steps to maximize the strong foundation we already have in place to create value for our shareholders. As one of Telos' largest shareholders for more than 30 years, I'm clearly disappointed with our recent new business conversion and wish we had greater visibility into the timing of critical program awards. We have and are continuing to take immediate action to improve our performance. That said, I've never been more committed to driving long-term success for all Telos stakeholders and I'm heartened by the track record we've built over decades of service to the world's most security-conscious organizations. Our solutions continue to resonate with new and existing customers. Our progress to date has not been linear and there have been speed bumps over the past 3 decades as well. Yet Telos has consistently emerged stronger and we expect this period to prove no different. With that, we're happy to take questions. Operator, please open the line for Q&A. And we'd ask the call participants to please be mindful of others in the queue by asking only one question. Thank you.

And our first question comes from Dan Ives with Wedbush.

What can give investors confidence that there won't be more challenges or setbacks ahead? It seems like over the last year and a half, there have been continuous disappointments. I'm just curious about your perspective on this.

First thing is I'd say that our solutions are widely adopted and they're recognized by our customers, and those give us reasons to be optimistic for the future. The other thing I'll say is that we are very clear-eyed about the near-term outlook, but we're confident in the foundation of our business. That foundation provides a solid core for us despite some of the macro headwinds that we've discussed on this call.

Is there something fundamentally wrong with the business that we continue to experience the same issues repeatedly?

So I'd say two things to you, Dan, and to the rest of the people on the call here. The first thing we've learned as we've expanded commercially and into the channel is that it's a longer sales cycle than we expected due to the need for additional training and education. So one major change we've decided to make is to consolidate our business development and capture functions to go after the same kind of solutions that we discussed previously as it relates to the large confidential health care customer. There are a tremendous amount of opportunities in the federal government around cloud, cloud migration, and cybersecurity that the combination of both sides of Telos bidding on provides a very big opportunity for the company going forward. As it relates to the business expectation and the fundamentals, they're there. And sometimes things happen that are just beyond our control. We're trying to give the puts and takes as to what we see in front of us as of today that we hope will change by the time we give actual guidance out for 2023, Dan.

And our next question coming from the line of Zach Cummins with B. Riley.

Is there any way you can give more insight into the headwinds that you're seeing in the Security Solutions business? Any sort of additional insight there would be helpful, especially considering some of the other positive things that could be contributing to growth in that segment in 2023?

So Mark, he's asking about headwinds in Security Solutions.

Sure. The headwinds in Security Solutions primarily have to deal with the Zero Trust architecture and the combination, as John mentioned, of taking our solutions and, instead of point sale solutions, looking at more of a centralized combined solution and positioning those on some of the larger contracts. So the headwinds are primarily due to the transition from point solution sales to enterprise solution sales. We're seeing some slower adoption in those areas based on that activity.

And Zach, it's Mark here. So just to clarify the question. Were you referring to the 2023 headwinds that I referred to, the few large programs that we might experience some headwinds year-over-year into '23?

I think he is probably on mute. But why don't you give him a little bit of color on the small cluster of large programs that I referenced.

So Zach, one other point. On several of our contracts, the volumes on those contracts go up and we get more revenue. In some cases, the volumes go down, and that's the headwinds we’re talking about. So it's seasonality on several of the contracts and the volumes on those contracts that are creating headwinds into '23. If the volumes between now and then obviously increase, then the headwinds will be mitigated. But right now, we're looking at lower volumes and that's what we're projecting.

And our next question coming from the line of Rudy Kessinger with D.A. Davidson.

Mark, I want to be clear on Q4 in Secure Networks. You had previously talked about these one-time programs that were high 60s in millions revenue in 2021. We're going to be low 40s millions in revenue in 2022. Is that still the expectation? Or is that number fallen for 2022? I'm trying to figure out how much in Q4 the shortfall in Secure Networks is from maybe a faster wind down than expected in those one-time programs versus just business underperformance on the new business front. And then secondly, on Security Solutions, I won't belabor the point on the revenue side. But the gross margins on Security Solutions, it looks like you're guiding to about 43%, 44%. That's over a 10% decline from late last year and just Q1 of this year. It's pretty abysmal. What has driven such a substantial decline in the gross margins of the Security Solutions as well?

Yes, sure, Rudy. So a couple of things. First, on Secure Networks. I think you're referencing the beginning of the year. When we gave our original guidance, we talked about a few large programs within Secure Networks winding down over the course of this year and coming to completion. That is roughly a $25 million headwind in '22. Those programs did about $70 million of revenue last year and about $45 million this year. So a $25 million headwind this year. Next year, that $45 million of revenue will further wind down to about $10 million. So that's another $35 million headwind year-over-year into 2023. With respect to the fourth quarter, the difference on Secure Networks is entirely related to new business wins. It's a combination of lower volume and new business wins here in the government buying season since our last earnings call, combined with the nature of those wins, those wins being wins that will convert to revenue over a multiyear period of performance. For the portion of the wins that are quicker churn, revenue recognition on those will be constrained by supply chain. With respect to Security Solutions, in the fourth quarter, it's a couple of things. The primary driver is a single large program within ID that is converting from more of a pilot program to a long-term permanent program which is requiring some investment in the short-term here. We're seeing a pretty meaningful step down in margins here over the short term which is driving ID margins lower and therefore, Solutions lower.

But it should not have a long-term impact, I believe.

Yes, we think...

Just...

Go ahead, Rudy.

I understand the gross margin now. However, on Secured Networks, you're indicating that you are falling short by $15 million to $20 million in Q4 because you didn't meet your new business targets. This is a significant shortfall for your business in just one quarter. So I'd like to reiterate an earlier question: how can anyone have confidence in your ability to achieve your long-term targets given such a substantial miss?

Yes, Rudy. It's a $14 million miss in the fourth quarter on new business. The majority of Secure Networks' new business typically comes in around this time of year, and this year was no different, with about 70% of the new business won since our last earnings call. This is quite normal. However, this year, the nature of those new business wins did not support fourth quarter revenue recognition very well, leaning more towards multiyear revenue recognition. For the quicker churn aspect, there are supply chain constraints. Let me check if John has anything to add.

No, I think that's accurate.

Next question in queue coming from the line of Alex Henderson with Needham.

I was hoping you could go through some of the key mechanics that you talked about at your IPO. I think the first one being the Xacta sales staffing. I think you were talking about going from 8 to 60. And I think you've cut back on some of those hires subsequently. And where are you on that?

Mark Griffin will handle that one for you.

Well, Alex, Mark Griffin. The sales staff at this point is about half of what we previously reported. We are in the process, as we mentioned on the Q2 call, of continually refining that staff. Clearly, to date, we have not been happy with the progress or performance of the sales staff as it relates to the ramp of those activities. We're in the process of relooking at that and additionally hiring different sales staff to come into that equation from a BD and capture point of view to strengthen that and to refine that efforts on their behalf. So to date, obviously, we haven't been happy with the success. We're going to adjust and move forward.

So just the numbers, I think it went from 8 to over 60. And now you're back to around 30?

Yes.

Okay. And then the other mechanic for Xacta was supposed to be AWS and Microsoft reselling the product. It doesn't look like anything has happened on either of those. Is that, a, accurate and b, why?

So I think it is accurate that the cloud service providers have not been able to sell through them. They, however, by and large, use the product to get to their own ATOs. Where we are seeing more sell-through is with the service providers, Alex. So IBM, as an example, is creating a very healthy pipeline for us, where they are absolutely selling through their sales force around the world. That is a very bright spot for us so far. We have meetings with them biweekly. Their pipeline is steadily increasing and continues to increase. I think, as I mentioned earlier, the one factor that we weren't taking into consideration as it relates to Xacta, ACA, and Ghost is the amount of education and training of our partners that we have to do. That being said, I do see a large opportunity continuing with the channel play, albeit not yet through the cloud providers as it relates to Xacta. But as it relates to ACA and Ghost, where we actually consume cloud resources, that does become an opportunity for us with the cloud service providers.

If I could just ask one more question. On the commentary about CY '23, you gave the indication that it could be down 15%. If I look back at the expectations around TSA Pre, for the first full year, you were talking about as much as $100 million in TSA pre-revenues. So can you help us bridge between what you're thinking on TSA Pre and what you're thinking on the rest of the company to offset that kind of ramp? Or is TSA Pre just significantly lower ramp? And relative to TSA Pre, I saw IDEMIA cut prices. Is that something that will impact your prices?

Alex, it's Mark Bendza here. Look, let me start with overall TSA Pre and then I'll turn it over to Mark Griffin on pricing. We've got a couple of things. First, in the appendix, we've provided a slide to help the sell-side and the buy-side model TSA Pre going forward. But we believe that the total market for TSA Pre from a net revenue perspective is probably about $100 million. Remember, this is net revenue now versus the gross revenue that I think those prior numbers you're describing were based on. Approximately $100 million total market. So call it roughly 30 for a prorata market share. That will ramp over the course of next year. We wouldn't get a full run rate market share next year, so it will be something meaningfully less than that in the first year ramp. I'll let Mark comment on pricing.

Yes, Alex. On the pricing front, you're correct. IDEMIA did lower their pricing for new enrollment and certain renewal pricing down to $78. We still believe very strongly that the consumer will pay for convenience. We had modeled what our view of those pricing are in the slide deck that Mark just talked about. So convenience outlay, price reductions is our position.

And our next question in queue coming from the line of Nehal Chokshi with Northland.

Mark Bendza, the two large programs in the pipeline, one in Security Solutions and one in Secure Networks. I believe you had described the Secure Networks opportunity as low probability. How would you characterize the probability of winning the one in Secure Solutions?

Yes. That's in Mark Griffin's organization, so I'll let Mark comment on that.

Nehal, greater than 50% probability, so high in our business, high probability. We're confident. Our past performance and our relationships with the end customer are very strong, so we're very confident we will have a high chance of success on that.

Were there deals in Security Solutions that you expected to win but did not? I understand there have been challenges in Secure Networks you've mentioned regarding both the initial 2023 outlook and the current Q4 situation, but I want to confirm if there were specific deals in Security Solutions that you anticipated winning but ultimately did not.

Sure, Nehal. This is Mark Griffin again. There are deals that have been deferred out of this year into next year. So a combination of deals not won but deferred. With an ongoing business pipeline and business development activity, there's always deals that you hope to win but maybe you have not positioned correctly. Yes, there's always deals that we do not win. But for right now, the pipeline and the backlog that we're building, we have not lost anything that we had expected to win at this point. They've just been deferred.

And our next question in queue coming from the line of Bradley Clark with BMO.

I want to broadly ask about the business' capability to manage around margins as revenues continue to be under pressure. You have been able to eliminate the below-the-line cost throughout the year beyond expectations. But on a go-forward basis, do you still have opportunity and need to grow these businesses like TSA to get to a revenue growth trajectory? How do you think about your ability to further manage cost, and what makes sense for the business?

Yes. Over the last couple of quarters, we've made references a couple of times to cost actions, managing below-the-line cost. Our headcount is down 5% since the beginning of the year. We are running below the line expenses in the second half of the year, several million dollars lower than the first half of the year. We have been taking actions consistently over the course of the year in recognition of the top line, and we'll continue to do that.

Having said that, to your point, Brad, we'll also continue to make sure that we make investments where we see the top line yield.

Thank you. I'm showing up for the question in the queue. This will conclude today's question-and-answer session. I will now turn the call back over to Mr. John Wood for closing remarks.

Thank you, operator. First of all, I just want to thank our shareholders for your ongoing patience and support. I'd like to just reiterate that the Board and I are laser-focused on taking the necessary actions to improve our performance, and we are confident in the foundation that we have and the long-term potential of our business. In the end, our business is robust and recession-resistant. Our end markets are the same way. We have well-funded customers and decades-long track record of serving the world's most security-conscious organizations. Telos has a strong foundation for the future. The core fundamentals of our company remain strong. As I mentioned, we will be making sure that we go after more of that business that we have talked about in the past, the so-called confidential health care customer, where we've combined both the business development and capture management capabilities of both sides of the company into one and pursue much more of the cloud and cyber-related activities that are very, very available in this government marketplace, while we continue to leverage and bring out the value of our channel and our commercial side. Thank you very much for your time, everybody. Bye-bye.

Ladies and gentlemen, that does conclude our conference for today. Thank you for your participation. You may now disconnect. Good day.