10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2006

OR

TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-30821

TELECOMMUNICATION SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

MARYLAND	52-1526369
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)
275 West Street, Annapolis, MD	21401
(Address of principal executive offices)	(Zip Code)

(410) 263-7616
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: Yes þ       No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o            Accelerated filer þ            Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o      No þ

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Shares outstanding
	as of March 31,
Title of Each Class	2006
Class A Common Stock, par value $0.01 per share		31,579,253
Class B Common Stock, par value $0.01 per share		7,907,035
Total Common Stock Outstanding		39,486,288

Explanatory Note

     We are filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, which was originally filed on May 10, 2006 (the “Original Filing”), to include the definition of controls and procedures in Part I, Item 4 Controls and Procedures as required by Rule 13a-15(e) of the Securities Exchange Act of 1934 and to correct a typographical error in the report referenced in the certifications included as Exhibit 31.1 and 31.2 to the Original Filing. The certifications included as Exhibit 31.1 and 31.2 mistakenly referenced our Annual Report on Form 10-K when the reference should have been to our Quarterly Report on Form 10-Q. This Amendment does not otherwise update or amend any exhibits to or disclosure set forth in the Original Filing.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment contains new certifications pursuant to Sections 302 and 906 of the Sarbanes Oxley Act of 2002.

INDEX

TELECOMMUNICATION SYSTEMS, INC.
Amendment No. 1 to Form 10-Q
for the Quarter Ended March 31, 2006

			Page
PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements (Unaudited)
		Consolidated Statements of Operations for the three-months ended March 31, 2006 and 2005		1
		Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005		2
		Consolidated Statement of Stockholders’ Equity for the three-months ended March 31, 2006		3
		Consolidated Statements of Cash Flows for the three-months ended March 31, 2006 and 2005		4
		Notes to Consolidated Financial Statements		5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		35
	Item 4.	Controls and Procedures		35
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings		36
	Item 1A.	Risk Factors		36
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		36
	Item 3.	Defaults Upon Senior Securities		36
	Item 4.	Submission of Matters to a Vote of Security Holders		36
	Item 5.	Other Information		36
	Item 6.	Exhibits		36
	SIGNATURES			37

TeleCommunication Systems, Inc.

Consolidated Statements of Operations

(amounts in thousands, except per share data)

(unaudited)

				Three Months Ended
				March 31,
				2006			2005
				(unaudited)
Revenue
	Hosted, subscriber, and maintenance			$	14,772		$	11,826
	Services				7,172			5,021
	Systems				9,742			8,009
		Total revenue			31,686			24,856
Direct costs of revenue
	Direct cost of hosted, subscriber, and maintenance revenue1				8,046			5,590
	Direct cost of services revenue1				5,128			2,949
	Direct cost of systems revenue, including amortization of software development costs of $281 and $191, respectively1				4,950			3,533
			Total direct cost of revenue		18,124			12,072
Hosted, subscriber, and maintenance gross profit					6,726			6,236
Services gross profit					2,044			2,072
Systems gross profit					4,792			4,476
			Total gross profit		13,562			12,784
Operating costs and expenses
	Research and development expense1				2,932			4,302
	Sales and marketing expense1				3,048			2,856
	General and administrative expense1				4,227			3,771
	Depreciation and amortization of property and equipment				2,445			2,035
	Amortization of acquired intangible assets				37			37
			Total operating costs and expenses		12,689			13,001
Income/(loss) from operations					873			(217	)
Interest expense					(559	)		(317	)
Other income/(expense), net					28			(41	)
Income/(loss) from continuing operations					342			(575	)
Loss from discontinued operations1					(2,054	)		(1,512	)
Net loss				$	(1,712	)	$	(2,087	)
Income/(loss) per share-basic and diluted
Income/(loss) per share from continuing operations				$	0.01		$	(0.01	)
Loss per share from discontinued operations					(0.05	)		(0.04	)
Net loss per share-basic and diluted				$	(0.04	)	$	(0.05	)
Weighted average shares outstanding-basic					39,085			38,496
Weighted average shares outstanding- diluted:
			Income/(loss) from continuing operations		39,546			38,496
			Loss from discontinued operations		39,546			38,496
			Net loss		39,546			38,496

¹  Includes non-cash stock compensation expense as detailed in Note 2 to Consolidated Financial Statements

See accompanying Notes to Consolidated Financial Statements

1

TeleCommunication Systems, Inc.

Consolidated Balance Sheets

(amounts in thousands, except share data)

					March 31,			December 31,
					2006			2005
					(unaudited)
Assets
	Current assets:
		Cash and cash equivalents			$	10,330		$	9,320
		Accounts receivable, net of allowance of $403 in 2006 and $233 in 2005				22,124			20,886
		Unbilled receivables				7,321			6,361
		Inventory				2,936			3,197
		Other current assets				3,491			2,970
		Current assets of discontinued operations				22,978			22,891
				Total current assets		69,180			65,625
	Property and equipment, net of accumulated depreciation and amortization of $36,579 in 2006 and $34,134 in 2005					14,528			16,323
	Software development costs, net of accumulated amortization of $2,271 in 2006 and $1,990 in 2005					4,044			3,825
	Acquired intangible assets, net of accumulated amortization of $251 in 2006 and $214 in 2005					967			1,004
	Goodwill					1,813			1,813
	Other assets					2,468			1,982
				Total assets	$	93,000		$	90,572
Liabilities and stockholders’ equity
	Current liabilities:
		Accounts payable and accrued expenses			$	8,279		$	10,175
		Accrued payroll and related liabilities				1,385			3,971
		Deferred revenue				5,835			4,123
		Current portion of notes payable, including line of credit				6,003			10,180
		Current portion of capital lease obligations				2,990			3,001
		Current liabilities of discontinued operations				7,608			6,719
				Total current liabilities		32,100			38,169
	Notes payable, less current portion and net of debt discount of $3,359					6,766			483
	Capital lease obligations, less current portion					2,279			2,858
	Stockholders’ equity:
		Class A Common Stock; $0.01 par value:
		Authorized shares — 225,000,000; issued and outstanding shares of 31,579,253 in 2006 and 31,381,575 in 2005				315			314
		Class B Common Stock; $0.01 par value:
			Authorized shares — 75,000,000; issued and outstanding shares of 7,907,035 in 2006 and 8,035,963 in 2005			79			80
		Additional paid-in capital				214,536			210,044
		Accumulated other comprehensive loss:
			Cumulative foreign currency translation adjustment			(27	)		(40	)
		Accumulated deficit				(163,048	)		(161,336	)
				Total stockholders’ equity		51,855			49,062
				Total liabilities and stockholders’ equity	$	93,000		$	90,572

See accompanying Notes to Consolidated Financial Statements

2

TeleCommunication Systems, Inc.

Consolidated Statement of Stockholders’ Equity

(amounts in thousands, except share data)

(unaudited)

								Accumulated
	Class A		Class B			Additional		Other
	Common		Common			Paid-In		Comprehensive			Accumulated
	Stock		Stock			Capital		Loss			Deficit			Total
Balance at January 1, 2006	$	314	$	80		$	210,044	$	(40	)	$	(161,336	)	$	49,062
Options exercised for the purchase of 30,843 shares of Class A Common Stock		—		—			35		—			—			35
Issuance of 37,907 shares of Class A Common Stock under Employee Stock Purchase Plan		—		—			67		—			—			67
Conversion of 128,928 shares of Class B Common Stock to Class A Common Stock		1		(1	)		—		—			—			—
Warrants to purchase 1,750,000 shares of Class A Common Stock		—		—			2,861		—			—			2,861
Adjustment of terms for warrants to purchase 886,787 shares of Class A Common Stock		—		—			594		—			—			594
Stock compensation expense for continuing operations		—		—			811		—			—			811
Stock compensation expense of discontinued operations		—		—			114		—			—			114
Stock compensation for options issued to non-employees for service		—		—			10		—			—			10
Foreign currency translation adjustment		—		—			—		13			—			13
Net loss for the three months ended March 31, 2006		—		—			—		—			(1,712	)		(1,712	)
Balance at March 31, 2006	$	315	$	79		$	214,536	$	(27	)	$	(163,048	)	$	51,855

See accompanying Notes to Consolidated Financial Statements

3

TeleCommunication Systems, Inc.

Consolidated Statements of Cash Flows

(amounts in thousands)

(unaudited)

			Three Months Ended
			March 31,
			2006			2005
Operating activities:
Net loss			$	(1,712	)	$	(2,087	)
	Less: Loss from discontinued operations			(2,054	)		(1,512	)
	Income/(loss) from continuing operations			342			(575	)
Adjustments to reconcile net loss from continuing operations to net cash (used in)/provided by operating activities:
	Depreciation and amortization of property and equipment			2,445			2,035
	Amortization of acquired intangible assets			37			37
	Non-cash stock compensation expense			811			205
	Amortization of software development costs			281			191
	Amortization of debt discount			96			—
	Amortization of deferred financing fees included in interest expense			226			84
	Other non-cash income			(45	)		(62	)
	Changes in operating assets and liabilities:
		Accounts receivable, net		(1,226	)		3,694
		Unbilled receivables		(960	)		(4,540	)
		Inventory		261			(1,066	)
		Other current assets		(511	)		579
		Other assets		17			(67	)
		Accounts payable and accrued expenses		(1,928	)		(1,756	)
		Accrued payroll and related liabilities		(2,588	)		301
		Deferred revenue		1,702			1,417
Net cash (used in)/provided by operating activities of continuing operations				(1,040	)		477
Net cash (used in)/provided by operating activities of discontinued operations				(862	)		2,242
Total net cash (used in)/provided by operating activities				(1,902	)		2,719
Investing activities:
Purchases of property and equipment				(484	)		(509	)
Capitalized software development costs				(500	)		—
Net cash used in investing activities of continuing operations				(984	)		(509	)
Net cash used in investing activities of discontinued operations				(275	)		(484	)
Total net cash used in investing activities				(1,259	)		(993	)
Financing activities:
Payments on long-term debt and capital lease obligations				(1,285	)		(2,509	)
Payments on short-term line of credit, net				(5,004	)		—
Proceeds from issuance of long-term debt				11,000			—
Financing fees related to issuance of long-term debt and Class A Common Stock				(672	)		(81	)
Proceeds from exercise of employee stock options and sale of stock				112			274
Total net cash provided by/(used in) financing activities				4,151			(2,316	)
Effect of exchange rates on cash of discontinued operations				20			(7	)
Net increase/(decrease) in cash from continuing operations				2,127			(2,348	)
Net (decrease)/increase in cash from discontinued operations				(1,117	)		1,751
Total net increase/(decrease) in cash				1,010			(597	)
Cash and cash equivalents at the beginning of the period				9,320			18,251
Cash and cash equivalents at the end of the period			$	10,330		$	17,654

See accompanying Notes to Consolidated Financial Statements

4

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements

March 31, 2006

(amounts in thousands, except per share amounts)

(unaudited)

1.      Basis of Presentation and Summary of Significant Accounting Policies

      Basis of Presentation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ended December 31, 2006. These consolidated financial statements should be read in conjunction with our audited financial statements and related notes included in our 2005 Annual Report on Form 10-K.

      Capital Resource Risks. We have incurred net losses in recent years, and our monthly cash flows are subject to variability. In order to improve our results of operations and cash flows, we are focusing our efforts on revenue growth, primarily in the hosted and subscriber service lines, which provide for more predictable revenue streams. We have also committed to a plan to sell the Enterprise assets, as discussed in Note 4. In the event that our results of operations in 2006 are not adequate to fund ongoing obligations, and/or we are not able to sell the Enterprise assets, we would defer or avoid cash expenditures in other areas, including research and development, capital expenditures and/or administrative costs. We believe that our existing cash resources, including proceeds received from financings which occurred in March 2006 (see Note 5), and availability under the bank line of credit (see Note 10), coupled with expected cash from operations, will provide sufficient liquidity for us to continue to meet our obligations through at least January 1, 2007. However, there can be no assurance that cash flows from operations will be sufficient to fund our obligations and, as discussed below, the provisions of our lending documents create the possibility that our financing arrangements may not remain available to us.

      Our bank credit agreement contains a tangible net worth covenant which is required to be met on a monthly basis. In March, 2006 the bank amended our line of credit agreement, reducing the tangible net worth requirement through March 31, 2007, as discussed in Note 10. The line of credit agreement also contains a subjective acceleration clause which allows the bank to declare the amounts outstanding under the line of credit due and payable if certain material adverse changes occur, as described in Note 10. Also, the loan document governing the subordinated debt issued in March 2006 (see Note 5) contains a cross-default provision that would allow the debt holder to accelerate payment of the subordinated debt if other debt exceeding $2,500 is declared due and payable. We believe that we will continue to comply with our restrictive covenants under our debt agreements. If our performance does not result in compliance with any of the restrictive covenants, or if our line of credit agreement lender seeks to exercise its rights under the subjective acceleration clause referred to above, we would seek to further modify our financing arrangements, but there can be no assurance that our debt holders would not exercise their rights and remedies under their agreements with us, including declaring all outstanding debt due and payable.

      Reclassifications. Certain prior period amounts have been reclassified to conform to the current year presentation, including the classification of our Enterprise assets as discontinued operations, as discussed in Note 4.

      Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and

5

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements — (Continued)

assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates.

      Software Development Costs. We capitalize software development costs after we establish technological feasibility, and amortize those costs over the estimated lives of the software, beginning on the date when the products are available for general release.

      For the three-months ended March 31, 2006, we capitalized $500 of software development costs for certain software projects after the point of technological feasibility had been reached but before the products were available for general release. Accordingly, these costs have been capitalized as software development costs in the accompanying unaudited Consolidated Financial Statements and will be amortized over their estimated useful lives beginning when the products are available for general release. The capitalized costs relate to our location-based software, which is part of our continuing operations.

      We believe that these capitalized costs will be recoverable from future gross profits generated by these products. Prior to the second quarter of 2005, our estimates did not sufficiently demonstrate future realizability of our software development costs expended on such products; and accordingly, all such costs were expensed as incurred.

      Stock-Based Compensation. We have two stock-based employee compensation plans: our Fourth Amended and Restated 1997 Stock Incentive Plan and our Employee Stock Purchase Plan. We have also previously issued restricted stock to directors and certain key executives as described in Note 2 below. Beginning January 1, 2006, we record compensation expense for all stock-based compensation plans using the fair value method prescribed by Financial Accounting Standards Board (FASB) Statement No. 123, Share Based Payment, as revised (Statement No. 123(R)). Our adoption of Statement No. 123(R) is discussed in Note 2 below.

      As a result of implementation of SFAS 123(R), our non-cash stock compensation expense has been allocated to direct cost of revenue, research and development expense, sales and marketing expense, and general and administrative expense as detailed in Note 2. Non-cash stock compensation expense for prior periods has been reclassified to conform to the current year presentation.

      Earnings per share. Basic income/(loss) per common share is based upon the average number of shares of common stock outstanding during the period. Potentially dilutive securities are excluded from the computation for periods with a loss from continuing operations because the result would be anti-dilutive. A reconciliation of basic to diluted weighted average common shares outstanding is as follows:

	Three Months Ended
	March 31,
	2006		2005
Basic weighted average common shares outstanding		39,085		38,496
Dilutive common shares outstanding		461		—
Diluted weighted average common shares outstanding used in the calculation of diluted income/(loss)		39,546		38,496

      Recent Accounting Pronouncements. In December 2004, the Financial Accounting Standards Board (FASB) revised the previously issued Statement No. 123, Share Based Payment (Statement No. 123(R)). The objective of Statement No. 123(R) is to improve financial reporting by requiring

6

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements — (Continued)

all share based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair value. See Note 2 for a detailed discussion of our adoption of Statement No. 123(R). On October 28, 2005, our Board of Directors adopted resolutions to accelerate the vesting of certain outstanding, unvested “out-of-the-money” stock options. The accelerated vesting provisions applied to all qualifying options with an exercise price of $6.00 or greater and as a result, options to purchase 1,455,000 shares of our stock became fully exercisable as of that date. The primary purpose of the accelerated vesting was to eliminate future compensation expense the Company would otherwise recognize in its statement of operations with respect to these options upon the adoption of Statement No. 123(R). We estimate that the related future compensation expense to be recorded Statement No. 123(R) that was eliminated as a result of the acceleration of vesting these options was approximately $1,200.

      In February 2006, the FASB issued Statement No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140. (Statement No. 155). Statement No. 155 clarifies the accounting for certain types of hybrid instruments with embedded derivatives and addresses questions regarding the implementation of Statements 133 and 140 as relates to the affected instruments. Statement No. 155 is effective for fiscal years beginning after September 15, 2006. We do not utilize any hybrid derivative instruments, and accordingly, we do not expect the implementation of Statement No. 155 to have an impact on our consolidated financial statements.

      In March 2006, the FASB issued Statement No. 156, Accounting for Servicing of Financial Assets-an amendment of FASB Statement No. 140. (Statement No. 156). Statement No. 156 guides the accounting for transactions that involve servicing financial assets meeting specific criteria. Statement No. 156 is effective for fiscal years beginning after September 15, 2006. We do not service financial assets meeting the criteria of Statement No. 156, and accordingly, we do not expect the implementation of Statement No. 156 to have an impact on our consolidated financial statements.

2.      Stock-Based Compensation

      We have two stock-based employee compensation plans: our Fourth Amended and Restated 1997 Stock Incentive Plan (the Stock Incentive Plan) and our Employee Stock Purchase Plan (the ESPP). Prior to January 1, 2006, we recorded compensation expense for all stock-based compensation plans using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25) and related Interpretations. Under APB 25, compensation expense was recorded over the vesting period only to the extent that the fair value of the underlying stock on the date of award’s grant exceeded the exercise price of the award. Consistent with the requirements of FASB Statement No. 148 Accounting for Stock-Based Compensation-Transition and Disclosure, we provided pro forma disclosure as if the fair value method defined by Statement No. 123 had been applied to stock based compensation prior to January 1, 2006.

      Effective January 1, 2006, we adopted Statement No. 123(R) using the modified prospective method. Accordingly, we have not restated prior period results. Under this transition method, stock based compensation for the three-months ended March 31, 2006 includes expense for all awards granted prior to, but not yet vested as of, January 1, 2006 based on the grant date fair value estimated in accordance with the original provisions of Statement No. 123. Stock based compensation expense for all awards granted after December 31, 2005 is based on the grant date fair value estimated in accordance with Statement No. 123(R). Consistent with the requirements of Statement No. 123(R), we recognized compensation expense net of estimated forfeitures, so that we have recognized expense for those shares expected to vest over their requisite service period, which is generally the vesting period of 5 years. We estimated the rate of forfeitures based on historical experience from the previous 5 years.

7

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements — (Continued)

      The ESPP gives all employees an opportunity to purchase shares of our Class A Common Stock at a discount of 15% of the fair market value. The discount of 15% is calculated based on the average daily share price on either the first or the last day of each quarterly enrollment period, whichever date is more favorable to the employee. As a result of implementing Statement No. 123(R), we recognized compensation expense for the difference between the cash proceeds received from the employees under the ESPP and the fair market value of the shares on the date of grant.

      We also recognize non-cash stock compensation expense for restricted stock issued to directors and certain key executives. The restrictions expire at the end of one year for directors and expire in annual increments over three years for executives and are based on continued employment. The fair value of the restricted stock at issuance is being amortized using the straight-line method over the period during which the restrictions expire. We had approximately 336,000 shares of restricted stock outstanding as of December 31, 2005, and there has been no activity during the three-months ended March 31, 2006. We expect to record future stock compensation expense of $76 as a result of these restricted stock grants that will be recognized over the remaining vesting period during the second and third quarters of 2006.

      For the three-months ended March 31, 2006, the adoption of Statement No. 123(R) resulted in additional expense of $656 for our continuing operations that would not have been recognized under APB No. 25. The adoption of Statement No. 123(R) also resulted in $114 of expense for our discontinued operations that would not have been recognized under APB No. 25. As a result of implementation of SFAS 123(R), a portion of our non-cash stock compensation expense has been allocated to direct cost of revenue, research and development expense, sales and marketing expense, and general and administrative expense. Non-cash stock compensation expense for prior periods has been reclassified to conform to the current year presentation. The material components of our stock compensation expense are as follows:

		Three Months
		Ended March 31,
		2006		2005
Continuing operations:
Stock options granted at fair value		$	646	$	—
Restricted stock			155		145
Employee stock purchase plan			10		—
Options granted at less than fair value prior to our initial public offering			—		60
Total stock compensation expense included in continuing operations			811		205
Discontinued operations:
Stock options granted at fair value			114		—
	Total stock compensation expense included in discontinued operations	$	114	$	—

8

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements — (Continued)

      Non-cash stock compensation included in our continuing operations in the accompanying Consolidated Statements of Operations is as follows:

		Three Months Ended March 31,
		2006						2005
		Comm.						Comm.
		Apps		Gvmt		Total		Apps		Gvmt		Total
Stock compensation included in direct cost of revenue:
Direct cost of hosted, subscriber, and maintenance		$	186	$	3	$	189	$	9	$	—	$	9
Direct cost of services			5		131		136		—		—		—
Direct cost of systems			25		14		39		—		—		—
	Total stock compensation included in direct costs of revenue	$	216	$	148	$	364	$	9	$	—	$	9

		Three Months
		Ended
		March 31,
		2006		2005
Stock compensation included in operating expenses:
Research and development expense		$	95	$	—
Sales and marketing expense			69		10
General and administrative expense			283		186
	Total stock compensation included in operating expenses	$	447	$	196

      A summary of our stock option activity and related information for the three-months ended March 31, 2006 is as follows:

				Weighted
				Average
	Number of			Exercise
(Share amounts in thousands)	Options			Price
Outstanding, beginning of year		9,793		$	3.86
Granted		2,082		$	2.37
Exercised		(31	)	$	1.15
Forfeited		(155	)	$	3.61
Outstanding, end of year		11,689		$	3.59
Exercisable, at end of year		6,124		$	4.55
Estimated weighted-average grant- date fair value of options granted during the year	$	2.37
Weighted-average remaining contractual life of options outstanding at end of year		7.6 years

9

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements — (Continued)

      Exercise prices for options outstanding at March 31, 2006 ranged from $0.01 to $26.05 as follows (all share amounts in thousands):

					Weighted-Average
			Weighted-Average		Remaining Contractual				Weighted-Average
	Options		Exercise Prices of		Life of Options		Options		Exercise Prices of
Exercise Prices	Outstanding		Options Outstanding		Outstanding (Years)		Exercisable		Options Exercisable
$ 0.01 - $ 2.61		5,600	$	2.28		8.63		1,031	$	1.71
$ 2.61 - $ 5.21		3,531	$	3.43		6.12		2,539	$	3.36
$ 5.21 - $ 7.82		2,501	$	6.76		7.28		2,497	$	6.76
$ 7.82 - $10.42		26	$	8.37		7.05		26	$	8.37
$10.42 - $26.05		31	$	14.06		4.32		31	$	14.06

      As of March 31, 2006, we estimate that we will recognize $5,464 in expense for outstanding, unvested options over their weighted average remaining vesting period of 4.1 years, of which we estimate $2,467 will be recognized during the remainder of 2006.

      The following table illustrates the effect on net loss and loss per common share if we had applied the fair value recognition provisions of Financial Accounting Standards Board Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation for the three-months ended March 31, 2005.

		Three Months Ended
		Mar. 31, 2005
Net loss, as reported		$	(2,087	)
Add: Stock-based employee compensation expense included in reported net loss			205
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards			(1,542	)
Pro forma net loss		$	(3,424	)
Loss per common share:
	Basic and diluted — as reported	$	(0.05	)
	Basic and diluted — pro forma	$	(0.09	)
Weighted average shares outstanding:
	Basic and diluted — as reported and pro forma		38,496

      In using the Black-Scholes model to calculate the fair value of our stock options, our assumptions were as follows:

	Three Months
	Ended
	March 31,
	2006			2005
Expected life (in years)		5.5			5.5
Risk-free interest rate(%)		4.75	%		3.35	%
Volatility(%)		94	%		113	%
Dividend yield(%)		0	%		0	%

10

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements — (Continued)

3.      Supplemental Disclosure of Cash Flow Information

      Property and equipment acquired under capital leases totaled $164 and $1,250 during the three-months ended March 31, 2006 and 2005, respectively.

      Interest paid totaled $255 and $233 during the three-months ended March 31, 2006 and 2005, respectively.

4.      Enterprise Assets-Discontinued Operations

      As of December 31, 2005, we committed to a plan to sell the Enterprise assets which we acquired from Aether Systems, Inc. This division will continue to be a part of our business until it is sold. The operations and cash flows of the business will be eliminated from ongoing operations as a result of the sale, and the company does not expect to have any significant involvement in the operations after the disposal transaction. We expect to complete the sale of these assets by the end of 2006. Accordingly, the assets, liabilities, results of operations, and cash flows for the Enterprise assets have been reclassified to discontinued operations for all periods presented in the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (Statement No. 144). The operations of the Enterprise assets had previously been included in our Commercial Applications segment.

      The Enterprise assets provide wireless data solutions, uniting messaging, synchronization, and web technologies. These solutions include package and vehicle tracking, productivity tools, and the ability to capture digital signatures for proof of delivery to a growing installed base of logistics customers. It is a leading seller of BlackBerry^® services and provides real-time financial market data to wireless device users under annual subscriber contracts in the U.S. and Europe.

      Enterprise assets and liabilities classified as discontinued operations in the accompanying Consolidated Balance Sheets are as follows:

			March 31,		December 31,
			2006		2005
Assets:
	Accounts receivable		$	2,497	$	3,263
	Unbilled receivables			57		260
	Inventory			843		558
	Other current assets			1,762		1,225
	Property and equipment, net of accumulated depreciation			2,097		1,863
	Software development costs, net of accumulated amortization			533		533
	Acquired intangible assets, net of accumulated amortization			2,516		2,516
	Goodwill			12,633		12,633
	Other assets			40		40
		Assets of discontinued operations		22,978		22,891
Liabilities:
	Accounts payable and accrued expenses			5,094		4,514
	Accrued payroll and related liabilities			840		844
	Deferred revenue			1,674		1,361
		Liabilities of discontinued operations		7,608		6,719
Net assets of discontinued operations			$	15,370	$	16,172

11

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements — (Continued)

      Intangible assets consisted of the following at both March 31, 2006 and December 31, 2005:

			Gross
			Carrying		Accumulated
			Amount		Amortization		Net
Acquired intangible assets:
	Customer Contracts		$	4,519	$	3,043	$	1,476
	Customer Lists			2,165		1,458		707
	Trademarks			630		297		333
Software development costs, including acquired technology				844		311		533
		Total	$	8,158	$	5,109	$	3,049

      All assets of discontinued operations are classified as current in the accompanying consolidated balance sheets, as management expects to complete the sale of these assets for cash by December 31, 2006.

      Summarized results of operations for the Enterprise assets included as discontinued operations in the accompanying Consolidated Statement of Operations are as follows:

		Three Months Ended
		March 31,
		2006			2005
Hosted, subscriber and maintenance revenue		$	3,924		$	6,974
Systems revenue			665			1,249
	Total revenue		4,589			8,223
Hosted, subscriber and maintenance gross profit			1,010			2,173
Systems gross loss			(448	)		(162	)
	Total gross profit		562			2,011
Research and development, sales, marketing, and general and administrative expenses			2,616			2,571
Depreciation and amortization			—			952
Loss from discontinued operations		$	(2,054	)	$	(1,512	)

      In accordance with Statement No. 144, depreciation and amortization of the long-lived Enterprise assets were not recorded for the three-months ended March 31, 2006, as the Enterprise assets were classified as held for sale beginning December, 2005, and their value is expected to be recovered through the sale of those assets as opposed to future operations. Depreciation and amortization recorded for the Enterprise assets during the three-months ended March 31, 2005 was $952.

5.      Financing Arrangements

      On March 10, 2006, pursuant to a note purchase agreement dated the same date, we issued and sold to two institutional lenders (i) $10,000 in aggregate principal amount of secured notes due March 10, 2009, which bear cash interest at the rate of 14% per annum, or non-cash interest, in the form of additional notes, bearing a rate of 16% per annum, at our option, and (ii) warrants to purchase an aggregate of 1.75 million shares of our Class A Common Stock at an exercise price of $2.40 per share. The value of the warrants was estimated to be $2,861, determined using the Black-Scholes option-pricing model, and was recorded as debt discount and additional paid-in capital.

12

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements — (Continued)

      Certain warrants issued in 2004 (2004 Warrants) contain provisions requiring an adjustment in both the warrant price and the number of warrants outstanding as a consequence of the issuance of the warrants in March 2006. Consequently, the 2004 Warrants have been adjusted to a purchase price of $2.50 per share and the total number of 2004 Warrants now outstanding has been adjusted to 886,787. The increase in the fair value of the 2004 Warrants as a result of the modification was estimated to be $594, determined using the Black-Scholes option-pricing model, and was recorded as debt discount and additional paid-in capital.

      The resulting carrying value of the debt at issuance was $6,545, net of the discount that is being amortized over its three-year term using the effective interest method, yielding an effective interest rate of 15.2%. We received net cash proceeds of approximately $9,275 from this transaction, which are intended to be used for general corporate purposes. The note purchase agreement includes a provision such that if we default on any of our debt obligations exceeding $2,500, the secured notes shall become due and payable at the election of the holder of the notes.

6.      Segment Information

      Our two operating segments are our Commercial Applications segment and our Government segment.

      Our Commercial Applications segment products enable wireless carriers to deliver short text messages, location information, internet content, and other enhanced communication services to and from wireless phones. Our Commercial Applications segment also provides E9-1-1 services, commercial location-based services, inter-carrier text message distribution services, and carrier technology on a hosted, or service bureau, basis. We also earn subscriber revenue through wireless applications including our Rand McNally^tm Traffic application.

      Our Government segment provides communication systems integration, information technology services, and software solutions to the U.S. Department of Defense and other government customers. We also own and operate secure satellite teleport facilities, resell access to satellite airtime (known as space segment), and design, furnish, install and operate data network communication systems, including our SwiftLink^® deployable communication systems.

      Management evaluates segment performance based on gross profit. We do not maintain information regarding segment assets. Accordingly, asset information by reportable segment is not presented.

13

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements — (Continued)

      The following table sets forth results for our reportable segments for the three-months ended March 31, 2006 and 2005, respectively. All revenues reported below are from external customers. Prior year amounts have been restated based upon the classification of our Enterprise assets as discontinued operations in 2005 (see Note 4). A reconciliation of segment gross profit to net loss for the respective periods is also included below:

			Three Months Ended March 31,
			2006							2005
			Comm.							Comm.
			Apps		Gvmt			Total		Apps		Gvmt		Total
Revenue
Hosted, subscriber and maintenance			$	14,631	$	141		$	14,772	$	11,740	$	86	$	11,826
Services				518		6,654			7,172		630		4,391		5,021
Systems				3,466		6,276			9,742		4,732		3,277		8,009
		Total revenue		18,615		13,071			31,686		17,102		7,754		24,856
Operating costs and expenses
Direct cost of hosted, subscriber, and maintenance1				7,859		187			8,046		5,585		5		5,590
Direct cost of services1				338		4,790			5,128		333		2,616		2,949
Direct cost of systems1				889		4,061			4,950		1,135		2,398		3,533
	Total direct costs			9,086		9,038			18,124		7,053		5,019		12,072
Gross profit
Hosted, subscriber, and maintenance gross profit				6,772		(46	)		6,726		6,155		81		6,236
Services gross profit				180		1,864			2,044		297		1,775		2,072
Systems gross profit				2,577		2,215			4,792		3,597		879		4,476
		Total gross profit	$	9,529	$	4,033		$	13,562	$	10,049	$	2,735	$	12,784

14

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements — (Continued)

		Three Months Ended
		March 31,
		2006			2005
Total segment gross profit		$	13,562		$	12,784
	Research and development expense1		(2,932	)		(4,302	)
	Sales and marketing expense1		(3,048	)		(2,856	)
	General and administrative expense1		(4,227	)		(3,771	)
	Depreciation and amortization of property and equipment		(2,445	)		(2,035	)
	Amortization of acquired intangible assets		(37	)		(37	)
	Interest expense		(559	)		(317	)
	Other income/(expense), net		28			(41	)
Income/(loss) from continuing operations			342			(575	)
Loss from discontinued operations1			(2,054	)		(1,512	)
Net loss		$	(1,712	)	$	(2,087	)

¹  includes non-cash stock compensation expense as detailed in Note 2

7.      Inventory

      Inventory consisted of the following:

		Mar. 31,		Dec. 31,
		2006		2005
Component parts		$	1,725	$	1,934
Finished goods			1,211		1,263
	Total inventory at period end	$	2,936	$	3,197

15

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements — (Continued)

8.      Acquired Intangible Assets and Capitalized Software Development Costs

      Our acquired intangible assets and capitalized software development costs consisted of the following:

			March 31, 2006						December 31, 2005
			Gross						Gross
			Carrying		Accumulated				Carrying		Accumulated
			Amount		Amortization		Net		Amount		Amortization		Net
Acquired intangible assets:
	Customer Lists		$	606	$	203	$	403	$	606	$	174	$	432
	Trademarks & Patents			612		48		564		612		40		572
Software development costs, including acquired technology				6,315		2,271		4,044		5,815		1,990		3,825
		Total	$	7,533	$	2,522	$	5,011	$	7,033	$	2,204	$	4,829
Estimated future amortization expense:
Nine-months ending December 31, 2006							$	1,120
Year ending December 31, 2007							$	1,603
Year ending December 31, 2008							$	1,078
Year ending December 31, 2009							$	766
Year ending December 31, 2010							$	444

      We routinely update our estimates of the recoverability of the software products that have been capitalized. Management uses these estimates as the basis for evaluating the carrying values and remaining useful lives of the respective assets.

9.      Concentrations of Credit Risk and Major Customers

      Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of accounts receivable and unbilled receivables. Accounts receivable are generally due within thirty days and no collateral is required. We maintain allowances for potential credit losses and historically such losses have been within our expectations.

      The following tables summarize revenue and accounts receivable concentrations from our significant customers:

		% of Total Revenue For the
		Three Months Ended
		March 31,
Customer	Segment	2006		2005
Federal Agencies	Government		31%		19	%
Verizon Wireless, including indirect sales	Commercial Applications		21%		14	%
Hutchison Whampoa	Commercial Applications		Less than 10%		15	%

		As of March 31, 2006
		Accounts			Unbilled
Customer	Segment	Receivable			Receivables
Federal Agencies	Government		27	%		64%
Customer A	Commercial Applications		20	%		Less than 10%
Customer B	Commercial Applications		12	%		Less than 10%

16

TeleCommunication Systems, Inc.

Notes to Consolidated Financial Statements — (Continued)

10.      Line of Credit

      We have a $22,000 line of credit agreement with our principal bank through September 2008. The borrowing rate at March 31, 2006 was 9.0% per annum. Borrowings at any time are limited based principally on accounts receivable levels and a working capital ratio, each as defined in the line of credit agreement. Borrowings are also limited by the amount of letters of credit outstanding ($2,957 at March 31, 2006.)

      Our line of credit contains covenants requiring us to maintain at least $5,000 in cash (measured monthly) as well as other restrictive covenants including, among others, restrictions on our ability to merge, acquire assets above prescribed thresholds, undertake actions outside the ordinary course of our business (including the incurrence of indebtedness), guarantee debt, distribute dividends, and repurchase our stock, and minimum tangible net worth as described below. Pursuant to covenants contained in our line of credit agreement, we obtained approval for the proposed sale of the Enterprise assets discussed in Note 4. As of March 31, 2006, we were in compliance with all of the covenants related to our line of credit.

      Our line of credit agreement contains a tangible net worth covenant which we are required to meet on a monthly basis. In March, 2006, the bank amended our bank line of credit agreement, reducing the minimum tangible net worth requirement (as defined in the bank credit agreement) from $29,500 to $23,500 until March 31, 2007. The minimum tangible net worth amount per the line of credit agreement is adjusted upward for income, subordinated debt and equity raised and proceeds of any sale of Enterprise assets. The bank credit agreement also contains a subjective covenant that requires (i) no material adverse change in the business, operations, or financial condition of our Company occur, or (ii) no material impairment of the prospect of repayment of any portion of the bank credit agreement; or (iii) no material impairment of value or priority of the lenders security interests in the collateral of the bank credit agreement. We believe that the Company will continue to comply with its restrictive covenants. If our performance does not result in compliance with any of our restrictive covenants, we would seek to further modify our financing arrangements, but there can be no assurance that the bank would not exercise its rights and remedies under its agreement with us, including declaring all outstanding debt due and payable.

      As of March 31, 2006 and December 31, 2005, we had borrowed approximately $3,000 and $8,000, respectively, under the line of credit and there was approximately $625 and $833, respectively, outstanding under the terms of an equipment loan. At March 31, 2006, there were no other amounts outstanding under the line and we had approximately $4,220 of unused availability.

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

      The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the consolidated financial statements, related notes, and other detailed information included elsewhere in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (this “Form 10-Q”). This Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than historical information or statements of current condition. We generally identify forward-looking statements by the use of terms such as “believe”, “intend”, “expect”, “may”, “should”, “plan”, “project”, “contemplate”, “anticipate”, or other similar statements. Examples of forward looking statements in this Quarterly Report on Form 10-Q include, but are not limited to statements: (a) regarding our belief as to the sufficiency of our capital resources to meet our anticipated working capital and capital expenditures for at least the next twelve months, (b) that we expect to realize approximately $49 million of backlog in the balance of this year and $61 million of backlog in the next twelve months, (c)that we believe our location-based software is positioned for early adoption by carriers, d) that we expect to complete the sale of the Enterprise division by the end of 2006, and (e) that we believe that capitalized software development costs will be recoverable from future gross profits. These forward-looking statements relate to our plans, objectives and expectations for future operations. In light of the risks and uncertainties inherent in all such projected operational matters, the inclusion of forward-looking statements in this report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved or that any of our operating expectations will be realized. Our actual financial results realized could differ materially from the statements made herein, depending in particular upon the risks and uncertainties described in our filings with the Securities and Exchange Commission. These include without limitation risks and uncertainties relating to our financial results and our ability to (i) reach and sustain profitability, (ii) continue to rely on our customers and other third parties to provide additional products and services that create a demand for our products and services, (iii) conduct our business in foreign countries, (iv) adapt and integrate new technologies into our products, (v) expand our sales and business offerings in the wireless communications industry, (vi) develop software without any errors or defects, (vii) have sufficient capital resources to fund the company’s operations, (viii) protect our intellectual property rights, (ix) implement our sales and marketing strategy, and (x) successfully integrate the assets and personnel obtained in our acquisitions. These factors should not be considered exhaustive; we undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. We caution you not to put undue reliance on these forward-looking statements.

Critical Accounting Policies and Estimates

      The information in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” discusses our unaudited consolidated financial statements, which have been prepared in accordance with GAAP for interim financial information. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments. Our most significant estimates relate to accounting for our percentage-of-completion and proportional performance contracts, accounts receivable reserves, inventory reserves, evaluating goodwill for impairment, the realizability and remaining useful lives of long-lived assets, and contingent liabilities. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

18

      We have identified our most critical accounting policies to be those related to revenue recognition for our software contracts with multiple elements, revenue recognition for our contracts accounted for using the percentage-of-completion and proportional performance methods, capitalized software development costs, acquired intangible assets, goodwill impairment, stock compensation expense, and income taxes. We describe these accounting policies in relevant sections of this discussion and analysis. This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2005 (the “2005 Form 10-K”.)

Overview

      Our business is reported across two market segments: (i) our Commercial Applications segment, which consists principally of enhanced communication services to and from wireless phones, location application software, our E9-1-1 application and other hosted services, and (ii) our Government segment, which includes the design, development and deployment of information processing and communication systems and related services to government agencies. In addition, our business includes the Enterprise assets, which we are currently in the process of selling, as explained below. The operations of the Enterprise assets were previously included in our Commercial Applications segment.

      Discontinued Operations: As a result of slower-than-anticipated market adoption of key technologies related to the Enterprise assets and management’s strategic decision to focus on our core technologies, we committed to a plan to sell the Enterprise assets which we acquired from Aether Systems, Inc. in 2004. The plan was approved by our Board of Directors in December 2005, and we engaged an investment banker that is actively marketing the Enterprise assets. We expect to complete the sale of these assets by the end of 2006. Accordingly, the assets, liabilities, and results of operations for the Enterprise assets have been stated separately for all periods in this Management’s Discussion and Analysis of Financial Condition and Results of Operations. The results of the Enterprise operations have been recorded in our Consolidated Statement of Operations as “Loss from discontinued operations” and the Enterprise assets have been recorded on our Consolidated Balance Sheets as “Current assets of discontinued operations,” and “Current liabilities of discontinued operations.” Despite its characterization for accounting purposes as “discontinued operations,” the Enterprise assets will continue to be a part of our business until it is sold.

      On March 10, 2006, pursuant to a note purchase agreement dated the same date, we issued and sold to two institutional lenders (i) $10 million in aggregate principal amount of secured notes due March 10, 2009, which bear cash interest at the rate of 14% per annum, or non-cash interest at the rate of 16% per annum, at our option, and (ii) warrants to purchase an aggregate of 1.75 million shares of our Class A Common Stock at an exercise price of $2.40 per share. We received net cash proceeds of approximately $9.3 million from this transaction, which are intended to be used for general corporate purposes.

      This “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” provides information that our management believes to be necessary to achieve a clear understanding of our financial statements and results of operations. You should read this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” together with Item 1A “Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2005 Form 10-K as well as the unaudited interim consolidated financial statements and the notes thereto located elsewhere in this Form 10-Q.

19

Indicators of Our Financial and Operating Performance

      Our management monitors and analyzes a number of key performance indicators in order to manage our business and evaluate our financial and operating performance. Those indicators include:

•  Revenue and gross profit. We derive revenue from products and services including recurring monthly service and subscriber fees, software licenses and related service fees for the design, development, and deployment of software and communication systems, and products and services derived from the delivery of information processing and communication systems to governmental agencies.

        Gross profit represents revenue minus direct cost of revenue. The major items comprising our cost of revenue are compensation and benefits, third-party hardware and software, amortization of software development costs, and overhead expenses. The costs of hardware and third-party software are primarily associated with the delivery of systems, and fluctuate from period to period as a result of the relative volume, mix of projects, level of service support required and the complexity of customized products and services delivered. Amortization of software development costs, including acquired technology, is associated with the recognition of systems revenue from our Commercial Applications segment.

•  Operating expenses. Our operating expenses are primarily compensation and benefits, professional fees, facility costs, marketing and sales-related expenses, and travel costs as well as certain non-cash expenses such as non-cash stock compensation expense, depreciation and amortization of property and equipment, and amortization of acquired intangible assets.

•  Liquidity and cash flows. The primary driver of our cash flows is the results of our operations including discontinued operations. Important sources of our liquidity have been cash raised from our 2004 financings in connection with our 2004 acquisitions and our 2006 debt financing, as described below under “Liquidity and Capital Resources”, and borrowings under our bank credit agreement and lease financings secured for the purchase of equipment.

•  Balance sheet. We view cash, working capital, and accounts receivable balances and days revenues outstanding as important indicators of our financial health

      SwiftLink^® and Xypoint^® are trademarks or service marks of TeleCommunication Systems, Inc. or our subsidiaries. This Quarterly Report on Form 10-Q also contains trademarks, trade names and services marks of other companies that are the property of their respective owners.

Results of Operations

Recent Developments:

      Prior to January 1, 2006, we recorded compensation expense only to the extent that the fair value of the equity award on the date of grant exceeded the exercise price of the award. Effective January 1, 2006, we adopted the Financial Accounting Standards Board (FASB) Statement No. 123, Share Based Payment, as revised, (Statement No. 123(R)). and consequently have begun to recognize expense for all outstanding and unvested equity awards over their respective vesting periods. In accordance with the modified prospective method of implementation, we have not restated prior periods. See Note 2 to our unaudited Consolidated Financial Statements presented as Part I in this Quarterly Report on Form 10-Q for more information regarding our implementation of Statement No. 123(R).

      For the three-months ended March 31, 2006, the adoption of Statement No. 123(R) resulted in additional expense of $0.7 million for our continuing operations that would not have been recognized under APB No. 25. The adoption of Statement No. 123(R) also resulted in $0.1 million of expense for our discontinued operations for the three-months ended March 31, 2006 that would not have been recognized under the previous method of accounting for stock-based compensation. As a result of implementation of Statement No. 123(R), a portion of our non-cash stock compensation expense

20

has been allocated to direct cost of revenue, research and development expense, sales and marketing expense, and general and administrative expense. The material components of our stock compensation expense are as follows:

		Three Months
		Ended March 31,				2006 vs. 2005
($ in millions)		2006		2005		$			%
Continuing operations:
Stock options granted at fair value		$	0.6	$	—	$	0.6			NM
Restricted stock			0.2		0.1		0.1			NM
Options granted prior to our initial public offering			—		0.1		(0.1	)		NM
Total stock compensation expense included in continuing operations			0.8		0.2		0.6			NM
Discontinued operations:
Stock options granted at fair value			0.1		—		0.1			NM
	Total stock compensation expense included in discontinued operations	$	0.1	$	—	$	0.1			NM

      Non-cash stock compensation allocated to our continuing operations in the accompanying consolidated financial statements is as follows:

		Three Months Ended March 31,
		2006						2005
		Comm.						Comm.
		Apps		Gvmt		Total		Apps		Gvmt		Total
Stock compensation included in direct cost of revenue
Direct cost of hosted, subscriber, and maintenance		$	0.2	$	—	$	0.2	$	—	$	—	$	—
Direct cost of services			—		0.2		0.2		—		—		—
	Total stock compensation included in direct costs of revenue	$	0.2	$	0.2	$	0.4	$	—	$	—	$	—

		Three Months
		Ended March 31,
		2006		2005
Stock compensation included in operating expenses
	Research and development expense	$	0.1	$	—
	Sales and marketing expense		0.1		—
	General and administrative expense		0.2		0.2
Total stock compensation included in operating expenses		$	0.4	$	0.2

      As of March 31, 2006, we estimate that we will recognize $5.5 million in non-cash stock compensation expense for outstanding options over their respective vesting periods through 2012, of which we estimate $2.5 million will be recognized in 2006.

      Non-stock compensation expense, where material, is discussed in the areas of our operations to which it has been allocated.

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Revenue and Cost of Revenue

      The following discussion addresses the revenue, direct cost of revenue, and gross profit for our two business segments: For information regarding the results of the Enterprise assets, see Discontinued Operations — Enterprise assets below.

Commercial Applications Segment:

		Three Months
		Ended March 31,						2006 vs. 2005
($ in millions)		2006			2005			$			%
Hosted, subscriber, and maintenance revenue		$	14.6		$	11.8		$	2.8			25	%
Services revenue			0.5			0.6			(0.1	)		(18	%)
Systems revenue			3.5			4.7			(1.2	)		(27	%)
	Commercial Applications segment revenue		18.6			17.1			1.5			9	%
Direct cost of hosted, subscriber, and maintenance revenue1			7.9			5.6			2.3			41	%
Direct cost of services revenue1			0.3			0.3			—			—
Direct cost of systems revenue1			0.9			1.1			(0.2	)		(22	%)
	Commercial Applications segment cost of revenue		9.1			7.0			2.1			29	%
Hosted, subscriber, and maintenance gross profit			6.7			6.2			0.5			10	%
Services gross profit			0.2			0.3			(0.1	)		(39	%)
Systems gross profit			2.6			3.6			(1.0	)		(28	%)
	Commercial Applications segment gross profit2	$	9.5		$	10.1		$	(0.6	)		(5	%)
	Segment gross profit as a percent of revenue		51	%		59	%

¹ See discussion of the allocation of non-cash stock compensation expense in Note 2 to the accompanying unaudited consolidated financial statements and under “Recent Developments” above

² See discussion of segment reporting in Note 6 to the accompanying unaudited consolidated financial statements (NM = Not meaningful)

Commercial Applications Hosted, Subscriber, and Maintenance Revenue, Cost of Revenue, and Gross Profit:

      Fluctuations in each of the components of hosted, subscriber, and maintenance revenue are separately addressed below.

      Our hosted offerings mainly include our Wireless E9-1-1, Voice over Internet Protocol (VoIP) E9-1-1 service, hosted Position Determining Entity (PDE), and hosted Location Based Service (HLBS) applications. Revenue from these offerings primarily consists of monthly recurring service fees and is recognized in the month earned. Service fees are priced based on units served during the period, such as the number of customer cell sites served, the number of connections to Public Service Answering Points (PSAPs), or the number of customer subscribers served. In the three-months ended March 31, 2006, increased deployments of PSAPs for our VoIP and E9-1-1 services continued to increase the number of billable units served. In addition, we increased revenue from our VoIP, HLBS, and PDE recurring services primarily due to new service contracts signed throughout 2005. These increases were partly offset by decreases in the average fee received per unit under pricing arrangements with some customers.

      Subscriber revenue is generated by wireless subscriber client software applications such as Rand McNally^tm Traffic. Subscriber revenues remained relatively constant between the three-month periods ended March 31, 2006 and 2005, respectively.

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      Maintenance fees on our systems and software licenses are collected in advance and recognized ratably over the maintenance period. Unrecognized maintenance fees are included in deferred revenue. Custom software development, implementation and maintenance services may be provided under time and materials or fixed-fee contracts.

      Overall, hosted, subscriber and maintenance revenue increased 25% for the three-months ended March 31, 2006 versus the comparable period of 2005.

      The direct cost of our hosted, subscriber, and maintenance revenue consists primarily of network access, data feed and circuit costs, compensation and benefits, equipment and software maintenance. Beginning in 2006 as a result of the implementation of SFAS 123(R), a portion of our non-cash stock compensation expense has been allocated to direct cost of revenue. For the three-months ended March 31, 2006, the direct cost of hosted, subscriber and maintenance revenue increased 41%, including $0.2 million of non-cash stock compensation expense. We incurred increased labor and direct costs related to custom development efforts responding to customer requests and deployment requirements for VoIP. As noted above, our VOIP, PDE, and HLBS services revenues increased in 2006 compared to the prior year, and we incurred increased hardware and maintenance costs associated with providing these services. Our total circuit and data access costs increased as a result of the increased number of cell sites, subscribers and PSAPs served. Our facilities costs also increased related to renovations and enhancements to our principal network operations center. For the three-months ended March 31, 2006, the cost of circuit and other data access costs accounted for approximately 11% of total direct costs of hosted, subscriber, and maintenance revenues. Such costs comprised approximately 12% of the total direct costs of our commercial hosted, subscriber, and maintenance revenues for the three-months ended March 31, 2005. The direct costs of maintenance revenue consist primarily of compensation and benefits.

      The gross profit in hosted, subscriber, and maintenance revenue decreased as a percentage of revenue from 53% in the three-months ended March 31, 2005 to 46% in the three-months ended March 31, 2006 as a result of decreases in the average fee received per unit under pricing arrangements with some customers, the change in the revenue mix of our hosted offerings, and the allocation of our non-cash stock compensation expense in 2006.

Commercial Applications Services Revenue, Cost of Revenue, and Gross Profit:

      Services do not represent a significant proportion of the revenue or cost of revenue of our Commercial Applications segment. Commercial Applications services revenue and cost of revenue remained relatively constant in the three-months ended March 31, 2006 and 2005, respectively.

Commercial Systems Revenue, Cost of Revenue, and Gross Profit:

      We sell communications systems for enhanced services to wireless carriers. These systems are designed to incorporate our licensed software. We design our software to ensure that it is compliant with all applicable standards, notably including the GSM/ UMTS standards for location-based wireless services that were established in 2005 and, as such, we believe our software is positioned for early adoption by carriers.

      Licensing fees for our carrier software are generally a function of its usage in our customer’s network. As a carrier’s subscriber base or usage increases, the carrier must purchase additional capacity under its license agreement and we receive additional revenue. Systems revenues typically contain multiple elements, which may include the product license, installation, integration, and hardware. The total arrangement fee is allocated among each element based on vendor-specific objective evidence of the relative fair value of each of the elements. Fair value is generally determined based on the price charged when the element is sold separately. In the absence of evidence of fair value of a delivered element, revenue is allocated first to the undelivered elements based on fair value and the residual revenue to the delivered elements. The software licenses are generally perpetual licenses for a specified number of users that allow for the purchase of annual maintenance at a

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specified rate. We recognize license fee revenue when each of the following has occurred: (1) evidence of an arrangement is in place; (2) we have delivered the software; (3) the fee is fixed or determinable; and (4) collection of the fee is probable. Software projects that require significant customization are accounted for under the percentage-of-completion method. We measure progress to completion using costs incurred compared to estimated total costs or labor hours incurred compared to estimated total labor hours for contracts that have a significant component of third-party materials costs. We recognize estimated losses under long-term contracts in their entirety upon discovery. If we did not accurately estimate total costs to complete a contract or do not manage our contracts within the planned budget, then future margins may be negatively affected or losses on existing contracts may need to be recognized. Software license fees billed and not recognized as revenue are included in deferred revenue.

      Systems revenue decreased 27% for the three-months ended March 31, 2006, largely as a result of a decrease in licensing fees. The decrease in licensing fees was primarily due to a large purchase of increased license capacity by a major carrier during the first quarter of 2005, compared to a large but smaller capacity purchase in the first quarter of 2006. The license capacity purchase in the three- months ended March 31, 2005 was approximately $1.3 million larger than the comparable purchase in 2006. Other than the difference in these license purchases, systems revenues were comparable in 2006 and 2005.

      The direct cost of our systems consists primarily of compensation, benefits, purchased equipment, third-party software, travel expenses, and consulting fees as well as the amortization of both acquired and capitalized software development costs for all reported periods. In the first quarter of 2006, direct costs of systems consisted primarily of compensation, benefits, third-party hardware and software, and $0.3 million of amortization of software development costs. In the three months ended March 31, 2005, the composition of the direct cost of our systems was comparable except for $0.2 million of amortization of software development costs.

      Our commercial systems gross profit was $2.6 million in the three-months ended March 31, 2006 versus $3.6 million in the comparable period of 2005. The decline in gross margin is due to the inclusion of the larger license sale in the first quarter of 2005. Gross profit was approximately 75% of revenue in each period presented and remained comparable as a percentage of revenue between periods.

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Government Segment:

		Three Months
		Ended March 31,						2006 vs. 2005
($ in millions)		2006			2005			$			%
Hosted, subscriber, and maintenance revenue		$	0.2		$	0.1		$	0.1			64	%
Services revenue			6.7			4.4			2.3			52	%
Systems revenue			6.2			3.3			2.9			92	%
	Government segment revenue		13.1			7.8			5.3			69	%
Direct cost of hosted, subscriber, and maintenance revenue1			0.2			—			0.2			NM
Direct cost of services revenue1			4.8			2.6			2.2			83	%
Direct cost of systems revenue1			4.1			2.4			1.7			69	%
	Government segment cost of revenue		9.1			5.0			4.1			80	%
Hosted, subscriber, and maintenance gross profit			—			0.1			(0.1	)		NM
Services gross profit			1.9			1.8			0.1			5	%
Systems gross profit			2.1			0.9			1.2			NM
	Government segment gross profit2	$	4.0		$	2.8		$	1.2			48	%
	Segment gross profit as a percent of revenue		31	%		35	%

1	See discussion of the allocation of non-cash stock compensation expense in Note 2 to the accompanying unaudited consolidated financial statements and under “Recent Developments” above
2	See discussion of segment reporting in Note 6 to the accompanying unaudited consolidated financial statements

      Generally, we provide Government products and services under long-term contracts. We recognize contract revenue as billable costs are incurred and for fixed-price product delivery contracts using the percentage-of-completion method or proportional performance method, measured by either total labor hours or total costs incurred compared to total estimated labor hours or costs. We recognize estimated losses on contracts in their entirety upon discovery. If we did not accurately estimate total labor hours or costs to complete a contract or do not manage our contracts within the planned budget, then future margins may be negatively affected or losses on existing contracts may need to be recognized. Under our contracts with the U.S. government, contract costs, including the allocated indirect expenses, are subject to audit and adjustment by the Defense Contract Audit Agency. We record revenue under these contracts at estimated net realizable amounts.

Government Hosted, Subscriber, and Maintenance Revenue, Cost of Revenue, and Gross Profit:

      We offer basic and extended maintenance contracts on our systems. These maintenance fees are collected in advance and recognized ratably over the maintenance period. The direct costs of maintenance revenue consist primarily of compensation and benefits. These contracts yielded approximately $0.2 million and $0.1 million, respectively, of revenue for the three-months ended March 31, 2006 and 2005. Gross profit from these maintenance contracts was not significant for either the first quarter of 2006 or 2005.

Government Services Revenue, Cost of Revenue, and Gross Profit:

      Government services revenue primarily consists of communications engineering, program management, help desk outsource, network design and management for government agencies. Our Government segment also operates teleport facilities for data connectivity via satellite to and from

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North and South America, as well as Africa and Europe. Most such services are delivered under time and materials contracts. For fixed price service contracts, we recognize revenue using the proportional performance method. We recognize estimated losses on contracts in their entirety upon discovery. If we did not accurately estimate total labor hours or costs to complete a contract or do not manage our contracts within the planned budget, then future margins may be negatively affected or losses on existing contracts may need to be recognized.

      Services revenues increased to $6.7 million for the three-months ended March 31, 2006 from $4.4 million for the comparable period of 2005 as a result of new and expanded-scope contracts resulting from increased sales emphasis on these types of projects and cross-marketing of the network and management capabilities of our Commercial Applications segment to Government segment customers.

      Direct cost of government service revenue consists of compensation, benefits and travel incurred in delivering these services, and these costs increased as a result of the increased sales volume in 2006. Beginning in 2006, as a result of the implementation of SFAS 123(R), a portion of our non-cash stock compensation expense has been allocated to direct cost of revenue. Approximately $0.2 million of non-cash stock compensation expense was allocated to the direct cost of Government services revenue for the three-months ended March 31, 2006.

      Our gross profit from government services increased to $1.9 million in the first quarter of 2006 from $1.8 million in the comparable period of 2005. Gross profit as a percentage of revenue decreased in the first quarter of 2006 compared to the first quarter of 2005 as a result of reduced pricing on the renewal of several key contracts during the second half of 2005 and the inclusion of a portion of our non-cash stock compensation expense in the three-months ended March 31, 2006.

Government Systems Revenue, Cost of Revenue, and Gross Profit:

      We generate Government systems revenue from the design, development, assembly and deployment of information processing and communication systems, primarily deployable communications systems, and integration of those systems into customer networks. Our principal government systems sales are of our SwiftLink^® product line, which are lightweight, secure, deployable communications systems, to units of the U.S. Departments of State, Justice, and Defense and other agencies. We recognize contract revenue as billable costs are incurred and for fixed-price product delivery contracts using the percentage-of-completion method, measured by either total labor hours or total costs incurred compared to total estimated labor hours or costs. Labor hours are used as a measure of progress for projects that contain a significant amount of third party materials costs. We recognize estimated losses on contracts in their entirety upon discovery. If we did not accurately estimate total labor hours or costs to complete a contract or do not manage our contracts within the planned budget, then future margins may be negatively affected or losses on existing contracts may need to be recognized. Systems sales in our Government segment increased to $6.2 million for the three-months ended March 31, 2006 from $3.3 million in the comparable period of 2005. We made several large systems sales and introduced several new products in our deployable communications system product line that generated additional sales volume in 2006 as compared to 2005.

      The cost of our government systems revenue consists of compensation, benefits, travel, satellite airtime, costs related to purchased equipment components, and the costs of third-party contractors that we engage. These equipment and third-party costs are variable for our various types of products, and margins may fluctuate between periods based on the respective product mixes.

      Our government systems gross profit increased to $2.2 million in the first quarter of 2006 from $0.9 million in the comparable period of 2005 as a result of higher systems sales volume.

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Major Customers

      For the three-months ended March 31, 2006, customers that accounted for 10% or more of total revenue were Verizon Wireless and various U.S. Government agencies. The loss of either of these customers would have a material adverse impact on our business. Verizon Wireless, Hutchison Whampoa, and various U.S. Government agencies also accounted for 10% or more of total revenue for the three-months ended March 31, 2005. Verizon Wireless and Hutchison Whampoa are customers of our Commercial Applications segment, and the various U.S. government agencies are customers of our Government segment.

Revenue Backlog

      As of March 31, 2006 and 2005, we had unfilled orders, or backlog, as follows:

	March 31,
($ in millions)	2006		2005
Commercial Applications segment	$	64.1	$	57.1
Government segment		51.2		37.6
Total backlog	$	115.3	$	94.7
Expected to be realized during the current fiscal year	$	49.4	$	41.7
Expected to be realized within 12 months	$	61.4	$	52.6

      Backlog for our hosted services is computed by multiplying the most recent month’s recurring revenue times the remaining months under existing long-term agreements with no assumption as to additional deployments of Public Safety Answering Point connections. The backlog at any given time may be affected by a number of factors, including contracts being renewed or new contracts being signed before existing contracts are completed. Some of our backlog could be canceled for causes such as late delivery, poor performance and other factors. Accordingly, a comparison of backlog from period to period is not necessarily meaningful and may not be indicative of eventual actual revenue.

Operating Expenses

Research and development expense:

	Three Months
	Ended
	March 31,						2006 vs. 2005
($ in millions)	2006			2005			$			%
Research and development expense	$	2.9		$	4.3		$	(1.4	)		(32%	)
Percent of total revenue		9	%		17	%

      Our research and development expense consists primarily of compensation, benefits, travel costs, and a proportionate share of facilities and corporate overhead. The costs of developing software products are expensed prior to establishing technological feasibility. Technological feasibility is established for our software products when a detailed program design is completed. We incur research and development costs to enhance existing packaged software products as well as to create new software products, including software hosted in our network operations center. We expense such costs as they are incurred unless technological feasibility has been reached and we believe that the capitalized costs will be recoverable.

      The expenses we incurred relate to software applications which are being marketed to new and existing customers on a global basis. Throughout the three-months ended March 31, 2006 and 2005, research and development was primarily focused on cellular and hosted location-based applications.

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      For the three-months ended March 31, 2006, we capitalized $0.5 million of research and development costs for certain software projects in accordance with the above policy. The capitalized costs relate to our location-based software. These costs will be amortized on a product-by-product basis using the straight-line method over the product’s estimated useful life, which is never greater than three years. Amortization is also computed using the ratio that current revenue for the product bears to the total of current and anticipated future revenue for that product (the revenue curve method). If this revenue curve method results in amortization greater than the amount computed using the straight-line method, amortization is recorded at that greater amount.

      We believe that these capitalized costs will be recoverable from future gross profits generated by these products. Prior to the second quarter of 2005, our estimates did not sufficiently demonstrate future realizability of our software development costs expended on such products; and accordingly, all such costs were expensed as incurred.

      Research and development expenses decreased in the three-months ended March 31, 2006 versus the comparable period of 2005 as a result of the capitalization of costs in 2006 and our developers devoting increased time and resources to cost of revenue projects for customized client projects and the implementation of our new hosted offerings for new customers.

Sales and marketing expense:

	Three Months
	Ended
	March 31,						2006 vs. 2005
($ in millions)	2006			2005			$		%
Sales and marketing expense	$	3.0		$	2.9		$	0.1		7%
Percent of total revenue		10	%		12	%

      Our sales and marketing expenses include compensation and benefits, trade show expenses, travel costs, advertising and public relations costs as well as a proportionate share of facility-related costs which are expensed as incurred. Our marketing efforts also include speaking engagements and attending and sponsoring industry conferences. We sell our software products and services through our direct sales force and through indirect channels. We have also historically leveraged our relationship with original equipment manufacturers to market our software products to wireless carrier customers. We sell our products and services to the U.S. Government primarily through direct sales professionals. Sales and marketing costs remained constant for the three-months ended March 31, 2006 and 2005, respectively, with the exception of the allocation of $0.1 million of non-cash stock compensation expense to sales and marketing expense in the three-months ended March 31, 2006.

General and administrative expense:

	Three Months
	Ended
	March 31,						2006 vs. 2005
($ in millions)	2006			2005			$		%
General and administrative expense	$	4.2		$	3.8		$	0.4		12%
Percent of total revenue		13	%		15	%

      General and administrative expense consists primarily of compensation costs and other costs associated with management, finance, human resources and internal information systems. These costs include compensation, benefits, professional fees, travel, and a proportionate share of rent, utilities and other facilities costs which are expensed as incurred. General and administrative expenses also included $0.2 million of non-cash stock compensation expense for each of the three-month periods ended March 31, 2006 and 2005, respectively, as a result of the implementation of Statement No. 123(R) as discussed above under Recent Development above. The increase in the first quarter of 2006 was due to increased professional fees, the timing of indirect expenses, and an increase in our allowance for doubtful receivables as of March 31, 2006.

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Depreciation and amortization of property and equipment:

	Three Months
	Ended				2006 vs.
	March 31,				2005
($ in millions)	2006		2005		$		%
Depreciation and amortization of property and equipment	$	2.4	$	2.0	$	0.4		20	%
Average gross cost of property and equipment during the period	$	50.8	$	45.1	$	5.7		13	%

      Depreciation and amortization of property and equipment represents the period costs associated with our investment in computers, telephone equipment, software, furniture and fixtures, and leasehold improvements. We compute depreciation and amortization using the straight-line method over the estimated useful lives of the assets. The estimated useful life of an asset generally ranges from 5 years for furniture, fixtures, and leasehold improvements to 3 years for most other types of assets including computers, software, telephone equipment and vehicles. Expense generally increases year-over-year as a result of the level of capital expenditures made during the year to support our operations and development efforts. Our depreciable asset base increased throughout 2005 as a result of several major capital projects, including enhancements to and the consolidation of facilities for our network operations center for our Commercial Applications segment, equipment in our network operations center related to our new hosted service offerings, certain capitalized development costs for computer software for internal use, and a company-wide computer hardware upgrade.

Amortization of acquired intangible assets:

	Three Months
	Ended
	March 31				2006 vs. 2005
($ in millions)	2006		2005		$		%
Amortization of acquired intangible assets	$	0.1	$	0.1	$	—		—

      The amortization of acquired intangible assets represents expense for the assets associated with the Kivera Acquisition. These assets are being amortized over their useful lives of between three and nineteen years using the greater of the straight-line method or the revenue curve method.

Interest expense:

	Three Months
	Ended
	March 31				2006 vs. 2005
($ in millions)	2006		2005		$		%
Interest expense on notes payable	$	0.2	$	0.1	$	0.1		62	%
Interest expense on capital lease obligations		0.1		0.1		—		(14	%)
Amortization of deferred commitment fees		0.2		0.1		0.1		95	%
Amortization of debt discount		0.1		—		0.1		NM
Total interest expense	$	0.6	$	0.3	$	0.3		76	%

      Interest expense is incurred under notes payable, an equipment loan, a line of credit, and capital lease obligations. Interest on our notes payable dating prior to 2006 is primarily at stated interest rates of 7.75% per annum while interest on our equipment loan is at 5.5% per annum and any line of credit borrowing is at variable rates equal to 9% per annum as of March 31, 2006.

      As described in Note 5 to our unaudited Consolidated Financial Statements presented as Part I in this Quarterly Report on Form 10-Q, on March 10, 2006, we issued and sold to two institutional lenders (i) $10,000 in aggregate principal amount of secured notes due March 10, 2009, which bears cash interest at the rate of 14% per annum, or non-cash interest, in the form of additional notes, at the rate of 16% per annum, at our option (2006 Notes), and (ii) warrants to purchase an

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aggregate of 1.75 million shares of our Class A Common Stock at an exercise price of $2.40 per share (2006 Warrants).

      The interest incurred on the 2006 Notes, partially offset by reduced principle balances on our other notes payable, has caused our total interest expense under notes payable to increase for the three-months ended March 31, 2006 versus the comparable period of 2005.

      Our capital lease obligations include interest at various amounts depending on the lease arrangement. Our equipment under capital leases, and the interest under those leases, has remained relatively constant since 2005.

      Deferred financing fees relate to the up-front payment of fees to secure our notes payable and our revolving line of credit facility, which are being amortized over the term of the note or, in the case of the amended line of credit, the life of the facility. The increase in the amortization of the deferred financing fees for the three-months ended March 31, 2006 versus the comparable period of 2005 is the result of deferred financing fees paid to secure the 2006 Notes.

      The amortization of debt discount relates to the issuance of the 2006 Warrants. The value of these warrants was estimated to be $2.9 million, determined using the Black-Scholes option-pricing model, which was recorded as a debt discount and additional paid-in capital. Certain warrants issued in 2004 (2004 Warrants) contain provisions requiring an adjustment in both the warrant price and the number of warrants outstanding as a consequence of the issuance of the 2006 Warrants. Consequently, the 2004 Warrants have been adjusted to a purchase price of $2.50 per share and the total number of 2004 Warrants now outstanding has been adjusted to 886,787. The value of these adjustments to the 2004 Warrants was estimated to be $0.6 million using the Black-Scholes option-pricing model, which was recorded as a debt discount and additional paid-in capital. The total debt discount at issuance of $3.5 million is being amortized to interest expense over the three year life of the 2006 Notes, yielding an effective interest rate of 15.2%. There was no comparable expense in 2005.

      Our interest expense increased for the three-months ended March 31, 2006 versus the comparable period of 2005 primarily as a result of our incremental March 2006 borrowings.

Other income/(expense), net:

      Other income/(expense), net consists primarily of foreign currency translation/transaction gain or loss, which is dependent on international fluctuations in exchange rates. The other components of other income/(expense), net typically remain comparable between periods.

Income taxes:

      Because we have generated significant net operating losses since 1999, no provision for federal or state income taxes has been made for the three-months ended March 31, 2006 or any portion of 2005. We have recorded a full valuation allowance for deferred tax assets as a result of the uncertainty regarding our ability to fully realize our net operating loss carry-forwards and other deferred tax assets

Discontinued Operations — Enterprise assets

      As of December 31, 2005, as a result of slower-than-anticipated market adoption of key technologies related to the Enterprise assets and management’s strategic decision to focus on our core technologies, we committed to a plan to sell the Enterprise assets which we acquired from Aether Systems, Inc. in 2004. The Enterprise assets provide package and vehicle tracking solutions productivity tools, and the ability to capture digital signatures for proof of delivery as well as BlackBerry^® services and real-time financial market data to wireless device.

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      The following table presents income statement data for the Enterprise operations, currently reported as discontinued operations. Previously, these results were reported as part of the results of our Commercial Applications segment.

		Three Months
		Ended
		March 31						2006 vs. 2005
($ in millions)		2006			2005			$			%
Hosted, subscriber, and maintenance revenue		$	3.9		$	7.0		$	(3.1	)		(44	%)
Systems revenue			0.7			1.2			(0.5	)		(46	%)
	Total Enterprise revenue		4.6			8.2			(3.6	)		(44	%)
Hosted, subscriber, and maintenance gross profit			1.0			2.2			(1.2	)		(52	%)
Systems gross profit			(0.4	)		(0.2	)		(0.2	)		NM
	Total Enterprise gross profit		0.6			2.0			(1.4	)		(69	%)
Research and development, sales, marketing, and general and administrative expenses			2.6			2.6			—			—
Depreciation and amortization			—			0.9			(0.9	)		NM
	Loss from discontinued operations	$	(2.1	)	$	(1.5	)	$	(0.6	)		(36	%)

      Beginning in 2006, as a result of the implementation of SFAS 123(R), a portion of our non-cash stock compensation expense has been allocated to our discontinued operations. Approximately $0.1 million of non-cash stock compensation expense was allocated to these operations for the three-months ended March 31, 2006 as detailed under Recent Developments above.

      Lower volume and resulting lower gross profit in 2006 from Enterprise sales have resulted from near-term subscriber transitions to next generation networks from data-only and pager networks; new subscriptions to our new technology offerings have been less than churn from old technology. We have sustained a consistent level of development spending to preserve the business pending sale. In accordance with the relevant accounting literature, we ceased depreciation and amortization of the long-lived enterprise assets when they became classified as discontinued operations in 2005.

Net loss:

	Three Months
	Ended
	March 31,						2006 vs. 2005
($ in millions)	2006			2005			$		%
Net loss	$	(1.7	)	$	(2.1	)	$	0.4		18	%

      Net loss decreased for the three-months ended March 31, 2006 versus the comparable period of 2005 due primarily to increased revenue and gross profit from continuing operations, the capitalization of certain research and development expenses during 2006, and other factors discussed above, partially offset by an increased loss from our Enterprise assets and increased interest expense as a result of our March 2006 financing.

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Liquidity and Capital Resources

		Three Months
		Ended
		March 31,						2006 vs. 2005
($ in millions)		2006			2005			$			%
Net cash and cash equivalents provided by/(used in):
Continuing operations
Income/(loss)		$	0.3		$	(0.6	)	$	0.9			NM
Non-cash charges			3.9			2.5			1.4			55	%
Net changes in working capital			(5.2	)		(1.4	)		(3.8	)		NM
	Operating activities		(1.0	)		0.5			(1.5	)		NM
Purchases of property and equipment			(0.5	)		(0.5	)		—			(5	%)
Capitalized software development costs			(0.5	)		—			(0.5	)		NM
Proceeds from new borrowings			11.0			—			11.0			NM
Other financing activities			(6.9	)		(2.3	)		(4.6	)		NM
	Cash provided by/(used in) continuing operations		2.1			(2.3	)		(4.4	)		NM
Discontinued operations
Operating activities			(0.9	)		2.2			(3.1	)		NM
Investing activities			(0.3	)		(0.5	)		0.2			43	%
	Cash provided by/(used in) discontinued operations		(1.2	)		1.7			(2.9	)		NM
Net increase/(decrease) in cash		$	1.0		$	(0.6	)	$	1.6			NM
Days revenues outstanding in accounts receivable including unbilled receivables			84			98

      We have funded our operations, acquisitions, and capital expenditures primarily using revenue from our operations as well as the net proceeds from our March 2006 financing (described below), which generated net proceeds of approximately $9.3 million, leasing, and long-term debt.

      As described in Note 5 to our unaudited Consolidated Financial Statements presented as Part I in this Quarterly Report on Form 10-Q, on March 10, 2006, we issued (i) $10,000 in aggregate principal amount of secured notes due March 10, 2009, which bears cash interest at the rate of 14% per annum, or non-cash interest, in the form of additional notes, at the rate of 16% per annum, at our option, and (ii) warrants to purchase an aggregate of 1.75 million shares of our Class A Common Stock at an exercise price of $2.40 per share. Certain warrants issued in 2004 contain provisions requiring an adjustment in both the warrant price and the number of warrants outstanding as a consequence of the issuance of 2006 Warrants. Consequently, the 2004 Warrants have been adjusted to a purchase price of $2.50 per share and the total number of 2004 Warrants now outstanding has been adjusted to 886,787. The resulting carrying value of the debt at issuance was $6.5 million, net of the original discount of $3.5 million that is being amortized to interest expense over its three-year term using the effective interest method, yielding an effective interest rate of 15.2%. We expect to receive net cash proceeds of approximately $9.3 million from this transaction, which are intended to be used for general corporate purposes. The note purchase agreement includes a provision such that if we default in any of our debt obligations exceeding $2,500, the secured notes shall become due and payable at the election of the holder of the notes.

      We have a $22 million line of credit agreement with our principal bank through September 2008. Borrowings at any time are limited based principally on accounts receivable and inventory levels and a working capital ratio, each as defined in the amended line of credit agreement. Borrowings are also limited by the amount of letters of credit outstanding ($3.0 million at March 31, 2006). The line of

32

credit is secured by substantially all assets of the company, and bears interest at prime plus 1.25% per annum, with a minimum prime rate of 4.25% per annum and a borrowing rate of 9.0% per annum at March 31, 2006. Our line of credit contains covenants requiring us to maintain at least $5,000 in cash (measured monthly) as well as other restrictive covenants including, among others, restrictions on our ability to merge, acquire assets above prescribed thresholds, undertake actions outside the ordinary course of our business (including the incurrence of indebtedness), guarantee debt, distribute dividends, and repurchase our stock, and minimum tangible net worth as described below. Pursuant to covenants contained in our line of credit agreement, we obtained approval for the proposed sale of the Enterprise assets discussed in Note 4. As of March 31, 2006, we were in compliance with all of the covenants related to our line of credit.

      Our line of credit agreement contains a tangible net worth covenant which we are required to meet on a monthly basis. In March, 2006 the bank amended our bank line of credit agreement, reducing the minimum tangible net worth requirement (as defined in the bank credit agreement) from $29,500 to $23,500 until March 31, 2007. The minimum tangible net worth amount per the line of credit agreement is adjusted upward for income, subordinated debt and equity raised and proceeds of any sale of Enterprise assets. The bank credit agreement also contains a subjective covenant that requires (i) no material adverse change in the business, operations, or financial condition of our Company occur, or (ii) no material impairment of the prospect of repayment of any portion of the bank credit agreement; or (iii) no material impairment of value or priority of the lenders security interests in the collateral of the bank credit agreement. We believe that the Company will continue to comply with its restrictive covenants. If our performance does not result in compliance with any of our restrictive covenants, we would seek to further modify our financing arrangements, but there can be no assurance that the bank

      As of March 31, 2006 and December 31, 2005, we had borrowed approximately $3.0 million and $8.0 million, respectively, under the line of credit and there was approximately $0.6 million and $0.8 million, respectively, outstanding under the terms of an equipment loan. At March 31, 2006, there were no other amounts outstanding under the line and we had approximately $4.2 million of unused availability.

      We currently believe that we have sufficient capital resources with cash generated from operations as well as cash on hand to meet our anticipated cash operating expenses, working capital, and capital expenditure and debt service needs for the next twelve months. We expect additional cash in 2006 from sales of our Enterprise division and surplus patents. We have borrowing capacity available to us in the form of capital leases as well as a line of credit arrangement with our bank which expires in September 2008. We may also consider raising capital in the public markets as a means to meet our capital needs and to invest in our business. Although we may need to return to the capital markets, establish new credit facilities or raise capital in private transactions in order to meet our capital requirements, we can offer no assurances that we will be able to access these potential sources of funds on terms acceptable to us or at all.

      We have incurred net losses in recent years, and our monthly cash flows are subject to variability. In order to improve our results of operations and cash flows, we are focusing our efforts on revenue growth, primarily in the hosted and subscriber service lines, which provide for more predictable revenue streams. We have also committed to a plan to sell the Enterprise assets. In the event that our results of operations in 2006 are not adequate to fund ongoing obligations, and/or we are not able to sell the Enterprise assets, we would defer or avoid cash expenditures in other areas, including research and development, capital expenditures and/or administrative costs. We believe that our existing cash resources, including proceeds received from financings which occurred in March 2006, and availability under the bank line of credit, coupled with expected cash from operations, will provide sufficient liquidity for us to continue to meet our obligations for the next twelve months. However, there can be no assurance that cash flows from operations will be sufficient to fund our obligations and, as discussed below, the provisions of our lending documents create the possibility that our financing arrangements may not remain available to us.

33

      Cash used in operating activities of continuing operations increased in the first three months of 2006 primarily as a result of increased cash used for working capital, particularly increased accounts receivable from higher revenues and decreased accrued payroll due to timing differences, partially offset by higher earnings. Cash used in operating activities of discontinued operations increased in the first three months of 2006 primarily as a result of an increased net loss from discontinued operations and increased cash used for working capital.

      Cash used in investing activities of continuing operations increased in 2006 as a result of cash used for capitalized software development. Cash used in investing activities of discontinued operations decreased in 2006 as a result of reduced capital expenditures.

      Net cash provided by financing activities increased in 2006 as a result of our March 2006 financing, which provided net proceeds of approximately $9.3 million. We also received $1.0 million in proceeds from the issuance of a note payable during the first quarter of 2006. These increases in cash were partially offset by $6.2 million of payments on our line of credit, notes payable, and capital leases.

Off-Balance Sheet Arrangements

      As of March 31, 2006, we had standby letters of credit issued on our behalf of approximately $3.0 million, principally pursuant to a contracting requirement for our Government segment’s City of Baltimore services contract.

Contractual Commitments

      As of March 31, 2006, our most significant commitments consisted of long-term debt, obligations under capital leases and non-cancelable operating leases. We lease certain furniture and computer equipment under capital leases. We lease office space and equipment under non-cancelable operating leases. As of March 31, 2006 our commitments consisted of the following:

		Within 12		1-3		3-5		More than
($ in millions)		Months		Years		Years		5 Years		Total
Notes payable		$	3.0	$	10.1	$	—	$	—	$	13.1
Line of credit			3.0		—		—		—		3.0
Capital lease obligations			3.2		2.3		—		—		5.5
Operating leases			3.3		5.4		2.2		—		10.9
	Total contractual commitments	$	12.5	$	17.8	$	2.2	$	—	$	32.5

Related Party Transactions

      None.

34

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

      There have not been any material changes to our interest rate risk as described in Item 7A of our 2005 Annual Report on Form 10-K.

Foreign Currency Risk

      For the three-months ended March 31, 2006, we generated $0.5 million of revenue outside the U.S. A majority of our transactions generated outside the U.S. are denominated in U.S. dollars, and a change in exchange rates would not have a material impact on our Consolidated Financial Statements. As of March 31, 2006, we had approximately $1.5 million in accounts receivable that are denominated in foreign currencies and would be exposed to foreign currency exchange risk. During 2006, our average receivables subject to foreign currency exchange risk were $0.8 million. We have not had a material balance of unbilled receivables denominated in foreign currency at any point in 2006. We have not recorded material transaction gains or losses on foreign currency denominated receivables for the three-months ended March 31, 2006.

      There have not been any other material changes to our foreign currency risk as described in Item 7A of our 2005 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended) are effective at a reasonable assurance level in ensuring that all information required in the reports it files or submits under the Act was accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures and that information was recorded, processed, summarized and reported within the time period required by the rules and regulations of the Securities and Exchange Commission.

Changes in Internal Control over Financial Reporting

      None.

35

PART II. — OTHER INFORMATION

Item 1. Legal Proceedings

      We are not currently subject to any material legal proceedings other than as previously disclosed in “Item 3. Legal Proceedings” in our 2005 Annual Report on Form 10-K.

Item 1A. Risk Factors

      There have not been any material changes to the information previously disclosed in “Item 1A. Risk Factors” in our 2005 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

      On March 10, 2006, pursuant to a note purchase agreement dated the same date, we issued and sold to two institutional lenders (i) $10 million in aggregate principal amount of secured notes due March 10, 2009, which bear cash interest at the rate of 14% per annum, or non-cash interest, in the form of additional notes, at the rate of 16% per annum, at our option, and (ii) warrants to purchase an aggregate of 1.75 million shares of our Class A Common Stock at an exercise price of $2.40 per share. We received net cash proceeds of approximately $9.3 million from this transaction, which are intended to be used for general corporate purposes. The consummation of the note purchase agreement and the issuance of notes and warrants thereunder were conducted as a private placement made to accredited investors in a transaction exempt from the registration requirements of the Securities Act of 1933. On April 6, 2006, we filed a registration statement with the Securities and Exchange Commission to register the shares of Class A common stock issuable upon exercise of the warrants acquired by the note holders.

Item 3. Defaults Upon Senior Securities

      None.

Item 4. Submission of Matters to a Vote of Security Holders

      None.

Item 5. Other Information

      (a) None

      (b) None.

Item 6. Exhibits

Exhibit
Numbers		Description
	31.1	Refiled Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Refiled Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.3	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.4	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

36

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 13th day of June 2006.

TELECOMMUNICATION SYSTEMS, INC.

By:  /s/ Maurice B. Tosé

Maurice B. Tosé

Chairman, President and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Maurice B. Tosé Maurice B. Tosé June 13, 2006	Chairman, President and Chief Executive Officer (Principal Executive Officer)
/s/ Thomas M. Brandt, Jr. Thomas M. Brandt, Jr. June 13, 2006	Senior Vice President and Chief Financial Officer (Principal Financial Officer)

37 EX-31.1 2 w21994exv31w1.htm EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Maurice B. Tosé, certify that:

a) I have reviewed this quarterly report on Form 10-Q of TeleCommunication Systems, Inc.;

b) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

c) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

d) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

e) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

/s/ Maurice B. Tosé	June 13, 2006
Maurice B. Tosé
Chairman, CEO and President

EX-31.1

exv31w1

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Thomas M. Brandt, Jr, certify that:

a) I have reviewed this quarterly report on Form 10-Q of TeleCommunication Systems, Inc.;

b) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

c) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

d) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

e) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

/s/ Thomas M. Brandt, Jr.	June 13, 2006
Thomas M. Brandt, Jr.
Sr. Vice President & CFO

EX-31.3

Exhibit 31.3

CERTIFICATIONS

I, Maurice B. Tosé, certify that:

a) I have reviewed this Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q of TeleCommunication Systems, Inc.;

b) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

c) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

d) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

e) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

/s/ Maurice B. Tosé	June 13, 2006
Maurice B. Tosé
Chairman, CEO and President

EX-31.4

Exhibit 31.4

CERTIFICATIONS

I, Thomas M. Brandt, Jr, certify that:

a) I have reviewed this Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q of TeleCommunication Systems, Inc.;

b) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

c) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

d) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

e) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

/s/ Thomas M. Brandt, Jr.	June 13, 2006
Thomas M. Brandt, Jr.
Sr. Vice President & CFO

EX-32.1

Exhibit 32.1

Certification of Principal Executive Officer
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

I, Maurice B. Tosé, President and Chief Executive Officer (principal executive officer) of TeleCommunication Systems, Inc. (the “Registrant”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

     (1) The Quarterly Report on Form 10-Q (including Amendment No. 1 thereto) of the Company for the period ended March 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Act of 1934 (15 U.S.C. 78m); and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Maurice B. Tosé

Maurice B. Tosé

Date: June 13, 2006

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification of Principal Financial Officer
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

I, Thomas M. Brandt, Jr., Chief Financial Officer (principal financial officer) of TeleCommunication Systems, Inc. (the “Registrant”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

     (1) The Quarterly Report on Form 10-Q (including Amendment No. 1 thereto) of the Company for the period ended March 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Act of 1934 (15 U.S.C. 78m); and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas M. Brandt, Jr.

Thomas M. Brandt, Jr.

Date: June 13, 2006

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.