Ladies and gentlemen, thank you for standing by and welcome to Telos Corporation Third Quarter 2022 Financial Results Conference Call. [Operator Instructions] 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 and Mark will cover the financials and guidance for the fourth quarter and full year 2022. Then we'll 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 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 Orcale. We are also continuing to build on our partnership with…

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…

Thank you, Mark. 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. Having said that, 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.

[Operator Instructions] And our first question coming from the line of Dan Ives with Wedbush.

Yes. I mean my question, just being fully honest, what would give investors confidence that there's just not more execution or some moves ahead? It just feels like the last 1.5 year, it continues to kind of be one disappointment after another. And I'm just -- I mean, I'm just curious on that in terms of from your angle?

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. And that foundation provides a solid core for us despite some of the macro headwinds that we've discussed on this call.

But is there something execution -- I mean, in another words, like is there something fundamentally wrong with the business that we continue to just have the Groundhog Day?

So I'd say 2 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 sale cycle than we expected due to the need for additional training and education. And 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, I think, provides a very big opportunity for the company going forward. As it relates to the business expectation as to the fundamentals, they're there. And sometimes things happen that just -- it's beyond our control. So what we're trying to do here by giving the puts and takes as to what we see in front of us as of today, that will -- we hope that 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 in positioning those on some of the larger contracts. So the headwinds primarily have to do with transition from point solution sales to enterprise solutions sales. And we're seeing some slower adoption in those areas based on some of 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 that 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 as if those headwinds will be 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 onetime 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 onetime 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, about $45 million this year. So a $25 million headwind this year. And then 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. And it's a combination of -- 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. And for the portion of the wins that are quicker churn, revenue recognition on those are going to be constrained by supply chain. And then with respect to Security Solutions, in the fourth quarter, it's really a couple of things. The primary driver is a single large program within ID that is -- the good news is it's converting from more of a pilot program to more of a long-term permanent program which is requiring some investment in the short-term here. And so 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 should not have long-term impact, I believe.

Yes. We think...

Just...

Go ahead, Rudy.

Okay. Well, I guess I'm clear on the gross margin. But I guess -- as a follow-up to that, if I could, I mean on Secured Networks, I mean, you're basically saying you're missing your mark in Q4 by $15 million to $20 million on Secured Networks due to not hitting your new business targets. That's a pretty massive miss relative to the size of your business in one quarter. And so I would -- I may just reiterate the question that was asked earlier. I just -- how could anybody get any sort of -- whatsoever in your ability to execute against your target longer term given that massive of a miss?

Yes, Rudy. It's actually -- so it's a $14 million miss in the fourth quarter on new business. The lion's share of Secure Networks' new business comes in around this time of year. And that was the case this year as well, about 70% of all the new business that they've won this year came in since our last earnings call. And that's pretty typical. It's just that this year both the composition of those new business wins didn't support a fourth quarter revenue recognition very well. It's more of a multiyear revenue recognition. And then for the other shorter-term quicker churn piece, there's supply chain constraints there. But let me see if John has anything he'd like to add.

No, I think that's -- those are hitting on the head.

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 the 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 those 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 -- 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. So that is a very bright spot for us so far. We have meetings with them biweekly. And 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 for 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. So 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 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 we -- those prior numbers you're describing were based on. So approximately $100 million total market. So call it roughly 30 for a prorata market share. And then that will ramp over the course of next year. So of course, 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 pricings down to $78. We still believe very strongly that the consumer will pay for convenience. And we had modeled what our view of those pricings 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 2 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.

Okay, great. And then were there deals that you expected to win in Security Solutions but did not win? Or -- I know that the weaknesses is in Secure Networks that you've been citing for both the initial '23 potential as well as what's going on in 4Q. But I just want to make sure that have there been deals that you did expect to win in Security Solutions but you didn't win.

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. But as 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. So 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've had -- 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. And 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. So 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. So first of all, I just want to thank our shareholders for your ongoing patience and support. And 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. So 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. And as I mentioned, we were going to -- 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 the 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 string out and bring out the value of our channel and our commercial side. So 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.