Attached files
| file | filename |
|---|---|
| 8-K - Cyalume Technologies Holdings, Inc. | v178427_8k.htm |
| EX-99.1 - Cyalume Technologies Holdings, Inc. | v178427_ex99-1.htm |
Cyalume
Technologies Holdings Announces Full Year 2009 Results
WEST
SPRINGFIELD, Mass., March 22, 2010 (GLOBE NEWSWIRE) -- Cyalume Technologies
Holdings, Inc. (OTCBB:CYLU) today announced results for the full year ending
December 31, 2009. Cyalume reported a net loss of $33.6 million on
revenues of $32.2 million. The net loss was primarily attributable to
goodwill and other intangible asset impairment charges. Cyalume
reports adjusted net income, which is net income before amortization and
impairment charges, of $1.4 million on revenues of $32.2 million, compared to
adjusted net income of $5.5 million on revenues of $40.8 million in 2008. The
Company reports adjusted EBITDA, which is earnings before interest, taxes,
depreciation, amortization, foreign currency gains and losses, and certain
one-time gains or expenses of $6.2 million compared to $13.2 million in 2008.
Adjusted net income and adjusted EBITDA are important measures because they
present a view of our performance on an ongoing basis without regard to certain
one-time gains or expenses such as certain lawsuit settlement gains and
corresponding legal fees incurred and impairment charges. Comparable GAAP
amounts and a reconciliation to GAAP net income are shown later in this
release.
For the
three-months ending December 31, 2009 Cyalume reported adjusted net income of
$0.1 million from revenue of $7.8 million compared to adjusted net income of
$1.0 million from revenue of $9.1 million in 2008. Adjusted EBITDA for the
period was $1.7 million versus $2.8 million in 2008.
Derek
Dunaway, Cyalume's President and CEO, said "In the fourth quarter we continued
to see softening of our commercial and US military
business. International revenue was in line with 2008. Our
ammunition business continues to thrive with the fourth quarter being the best
in our history with nearly $2 million in ammunition revenue. Though
2009 was a disappointing year overall, we are highly encouraged by the growth we
have seen in our ammunition business, which increased threefold from
2008. We have also laid the groundwork for additional revenue streams
through our research and development work and were able to strengthen our
intellectual property while doing so. We feel the challenges we faced
in 2009 are behind us and we are poised for a strong 2010. ”
The
consolidated statements of operations included in our Form 10-K and contained
herein include the consolidated statements of operations of Cyalume Technologies
Holdings, Inc. (“Cyalume”) for 2009 and 2008. For 2008, this includes the
operations of Vector Intersect Security Acquisition Corp. (now Cyalume) for the
period from January 1, 2008 to December 19, 2008 as a special-purpose
acquisition company with no business operations, plus the operations of Cyalume
for the period from December 20, 2008 to December 31, 2008 as a manufacturer and
seller of chemiluminescent products. The 2009 statement includes a full year of
operations. Since the significant changes all relate to our transition from a
special-purpose acquisition company to a manufacturer, we do not feel that the
above disclosure is by itself adequate for investors in understanding the
business.
To assist
investors in better understanding the changes in our business for the year ended
December 31, 2009, we are presenting here combined financial statements in which
the 2008 operations of Cyalume Technologies, Inc., the Predecessor (“CTI”) for
the period from January 1, 2008 to December 19, 2008 are combined with the 2008
results of Cyalume (which include the operations of CTI for the period from
December 20, 2008 to December 31, 2008) to show a full year of manufacturing and
selling activity. We then compare this combined basis 2008 statement to the 2009
results, which also contain 12 months of CTI’s manufacturing and selling
activities. The following combined statement of operations for 2008 is the
mathematical addition of our 2008 audited financial statements and the audited
financial statements of the Predecessor for the period from January 1, 2008 to
December 19, 2008, both of which appear in the Form 10-K audited financial
statements.
Forward-Looking
Statements
This
press release and the accompanying scheduled investor conference call include
forward-looking statements concerning sales and operating earnings. These
forward-looking statements are based upon management's expectations and beliefs
concerning future events. Forward-looking statements are necessarily subject to
risks, uncertainties and other factors, many of which are outside the control of
the Company and which could cause actual results to differ materially from such
statements. These risks and uncertainties include, but are not limited to: the
effect of regional and global economic and industrial market conditions
including our expectations concerning their impact on the markets we serve; the
effect of conditions in the financial and credit markets and their impact on the
Company and our customers and suppliers; the impact of the Company's cost
reduction initiatives; the Company's ability to execute its business plan to
meet its sales, operating income, cash flow and capital expenditure guidance;
the impact on the Company's gross profit margins as a result of changes in
product mix; the Company's vulnerability to industry conditions and competition;
the effect of any interruption in the Company's supply of raw materials or a
substantial increase in the price of raw materials; ongoing capital expenditures
and investment in research and development; compliance with any changes in
government regulations and environmental and health and safety laws; the effect
on the Company's international operations of unexpected changes in legal and
regulatory requirements, export restrictions, currency controls, tariffs and
other trade barriers, difficulties in staffing and managing foreign operations,
political and economic instability, difficulty in accounts receivable collection
and potentially adverse tax consequences; the effect of foreign currency
exchange rates as the Company's non-U.S. sales continue to increase; reliance
for a significant portion of the Company's total revenues on a limited number of
large organizations and the continuity of business relationships with major
customers; the loss of key personnel; the nature and extent of military
operations being conducted by customers.
Actual
results and events may differ significantly from those projected in the
forward-looking statements. Reference is made to Cyalume's filings with the
Securities and Exchange Commission, including its annual report on Form 10-K for
the year ended December 31, 2009, its quarterly reports on Form 10-Q, and other
periodic filings, for a description of the foregoing and other factors that
could cause actual results to differ materially from those in the
forward-looking statements. Any forward-looking statement speaks only as of the
date on which such statement is made, and the Company undertakes no obligation
to update any forward-looking statement, whether as a result of new information,
future events or otherwise.
Investor
Conference Call
A live
Internet broadcast of the Company's conference call discussing quarterly and
year to date results can be accessed via the investor relations page on Cyalume
web site (www.cyalume.com) on Tuesday, March 23, 2010 at 11:00 a.m. Eastern
time. To participate, callers should dial 866-225-8754. Participants should ask
for the "Cyalume Technologies Conference Call, ID number: 4272139”. A
simultaneous webcast will also be available at: http://w.on24.com/r.htm?e=200916&s=1&k=73B0BA2974FFF12143BE51020F520E00.
In
addition, a replay of the conference call will be available until 11:59 p.m.
Eastern time April 23, 2010. Please dial 800-406-7325, passcode 4272139# to
access the replay. An archive of the call will be available shortly after the
end of the conference call on the investor relations page of the Company's web
site.
About
Cyalume Technologies
Cyalume
Technologies is the world leader in the chemiluminescent industry providing
dependable light for uses by militaries, police, fire and other public safety
organizations in the U.S., NATO countries and the Middle East. Cyalume's
chemical lights are depended on in emergencies such as blackouts, industrial
accidents, acts of terrorism and natural disasters. A full complement of
Military grade Cyalume(r) brand, Industrial grade SnapLight(r) brand and
Consumer grade SafetyBright(r) brand emergency lighting solutions are
manufactured at its plant in West Springfield, MA. The Company employs 150
people at its locations in West Springfield and Aix-en-Provence,
France.
Cyalume
Technologies Holdings, Inc.
Consolidated
Statements of Operations
(in
thousands, except shares and per share information)
|
Predecessor
|
||||||||||||
|
For
the
|
||||||||||||
|
Period
|
||||||||||||
|
For
the
|
For
the
|
Jan.
1,
|
||||||||||
|
Year
Ended
|
Year
Ended
|
2008
to
|
||||||||||
|
Dec.
31,
|
Dec.
31,
|
Dec.
19,
|
||||||||||
|
2009
|
2008
|
2008
|
||||||||||
|
Revenues
|
$ | 32,201 | $ | 316 | $ | 40,441 | ||||||
|
Cost
of goods sold
|
18,817 | 89 | 20,389 | |||||||||
|
Gross
profit
|
13,384 | 227 | 20,052 | |||||||||
|
Other expenses (income):
|
||||||||||||
|
Sales and marketing
|
3,171 | 72 | 2,922 | |||||||||
|
General
and administrative
|
4,917 | 942 | 4,072 | |||||||||
|
Research
and development
|
1,464 | 43 | 1,251 | |||||||||
|
Interest
expense (income), net
|
2,644 | (968 | ) | 4,788 | ||||||||
|
Interest
expense - related party
|
61 | 8 | -- | |||||||||
|
Amortization
of intangible assets
|
3,497 | 131 | 2,543 | |||||||||
|
Goodwill
impairment loss
|
12,456 | -- | -- | |||||||||
|
Other
intangible asset impairment losses
|
25,624 | -- | -- | |||||||||
|
Other
loss (income), net
|
52 | 23 | (1,146 | ) | ||||||||
|
Total
other expenses (income)
|
53,886 | 251 | 14,430 | |||||||||
|
Income
(loss) before income taxes
|
(40,502 | ) | (24 | ) | 5,622 | |||||||
|
Provision
for (benefit from) income taxes
|
(6,880 | ) | (600 | ) | 2,216 | |||||||
|
Net
income (loss)
|
$ | (33,622 | ) | $ | 576 | $ | 3,406 | |||||
|
Net income per common
share:
|
||||||||||||
|
Basic
|
$ | (2.21 | ) | $ | 0.06 | |||||||
|
Diluted
|
$ | (2.21 | ) | $ | 0.05 | |||||||
|
Weighted
average shares
used to compute net income per
common share:
|
||||||||||||
|
Basic
|
15,241,416 | 9,550,362 | ||||||||||
|
Diluted
|
15,241,416 | 12,001,471 | ||||||||||
Source:
Audited financial statements from Form 10K filed March 22, 2010
Cyalume
Technologies Holdings, Inc.
Consolidated
Balance Sheets
(in
thousands, except shares and per share information)
|
Dec.
31,
|
Dec.
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
Assets
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
|
$ | 2,003 | $ | 3,952 | ||||
|
Accounts receivable, net of allowance
for doubtful accounts
of $239 and $452
at
December
31, 2009 and 2008,
respectively
|
3,319 | 3,508 | ||||||
|
Inventories,
net
|
9,320 | 11,447 | ||||||
|
Income
taxes refundable
|
294 | 701 | ||||||
|
Deferred
income taxes
|
682 | 317 | ||||||
|
Prepaid
expenses and other current assets
|
382 | 248 | ||||||
|
Total
current assets
|
16,000 | 20,173 | ||||||
|
Property,
plant and equipment, net
|
8,384 | 7,882 | ||||||
|
Goodwill
|
51,244 | 60,896 | ||||||
|
Other
intangible assets, net
|
22,548 | 49,426 | ||||||
|
Other
noncurrent assets
|
67 | 135 | ||||||
|
Total
assets
|
$ | 98,243 | $ | 138,512 | ||||
|
Liabilities and Stockholders' Equity
|
||||||||
| Current liabilities: | ||||||||
|
Lines
of credit
|
$ | 3,200 | $ | 3,500 | ||||
|
Current
portion of notes payable
|
6,940 | 3,391 | ||||||
|
Accounts
payable
|
3,222 | 3,230 | ||||||
|
Accrued
expenses
|
2,069 | 2,550 | ||||||
|
Common
stock subject to mandatory redemption
|
-- | 1,123 | ||||||
|
Notes
payable and advance due to related
parties
|
9 | 64 | ||||||
|
Income
tax payable
|
-- | 5 | ||||||
|
Total
current liabilities
|
15,440 | 13,863 | ||||||
|
Notes
payable, net of current portion
|
18,874 | 25,811 | ||||||
|
Notes
payable due to related parties, net of current portion
|
1,065 | 1,000 | ||||||
|
Deferred
income taxes
|
7,105 | 9,237 | ||||||
|
Derivatives
|
69 | 163 | ||||||
|
Asset
retirement obligation, net of current
portion
|
158 | 128 | ||||||
|
Total
liabilities
|
42,711 | 50,202 | ||||||
| Stockholders' equity | ||||||||
|
Preferred stock, $0.001 par value;
1,000,000 shares
authorized, no shares issued or
outstanding
|
-- | -- | ||||||
|
Common
stock, $0.001 par value;
50,000,000 authorized;
15,405,570
and 13,719,035
issued
and
outstanding at
December
31, 2009 and 2008,
respectively
|
15 | 14 | ||||||
|
Additional
paid-in capital
|
87,926 | 87,348 | ||||||
|
Retained earnings (accumulated deficit)
|
(32,393 | ) | 1,229 | |||||
|
Accumulated
other comprehensive income (loss)
|
(16 | ) | (281 | ) | ||||
|
Total
stockholders' equity
|
55,532 | 88,310 | ||||||
|
Total
liabilities and stockholders' equity
|
$ | 98,243 | $ | 138,512 | ||||
Source:
Audited financial statements from Form 10K filed March 22, 2010
Cyalume
Technologies Holdings, Inc.
Consolidated
Statements of Cash Flows
(in
thousands, except shares)
|
Predecessor
|
||||||||||||
|
For
the
|
||||||||||||
|
Period
|
||||||||||||
|
For
the
|
For
the
|
Jan.
1,
|
||||||||||
|
Year
Ended
|
Year
Ended
|
to
|
||||||||||
|
Dec.
31,
|
Dec.
31,
|
Dec.
19,
|
||||||||||
|
2009
|
2008
|
2008
|
||||||||||
|
Cash
flows for operating activities:
|
||||||||||||
|
Net
income (loss)
|
$ | (33,622 | ) | $ | 576 | $ | 3,406 | |||||
|
Adjustments
to reconcile net income (loss) to net cash provided by operating
activities:
|
||||||||||||
|
Goodwill
impairment loss
|
12,456 | -- | -- | |||||||||
|
Other
intangible asset impairment loss
|
25,624 | -- | -- | |||||||||
|
Depreciation
of property, plant and equipment
|
645 | 23 | 848 | |||||||||
|
Amortization
|
4,503 | 147 | 2,865 | |||||||||
|
Provision
for deferred income taxes
|
(7,211 | ) | (592 | ) | 1,370 | |||||||
|
Stock-based
compensation expense
|
525 | -- | -- | |||||||||
|
Provision
for inventory obsolescence
|
473 | (2 | ) | 71 | ||||||||
|
Other
non-cash expenses
|
246 | 63 | 738 | |||||||||
|
Changes
in operating assets and liabilities, net of effect of
acquisition:
|
||||||||||||
|
Accounts
receivable
|
178 | 936 | (1,201 | ) | ||||||||
|
Inventories
|
961 | (309 | ) | (1,526 | ) | |||||||
|
Prepaid
expenses and other current assets
|
(130 | ) | 113 | 224 | ||||||||
|
Due
from Vector
|
-- | -- | (995 | ) | ||||||||
|
Accounts
payable and accrued liabilities
|
(588 | ) | (226 | ) | (1,901 | ) | ||||||
|
Income
taxes payable, net
|
401 | (87 | ) | (2,028 | ) | |||||||
|
Accrued
interest on notes payable to stockholders
|
-- | 18 | -- | |||||||||
|
Net
cash provided by operating activities
|
4,461 | 660 | 1,871 | |||||||||
|
Cash
flows for investing activities:
|
||||||||||||
|
Payments
from (to) trust account
|
-- | 58,309 | -- | |||||||||
|
Purchases
of long-lived assets
|
(958 | ) | (11 | ) | (1,508 | ) | ||||||
|
Purchase
of CTI common stock, net of cash purchased
|
(43 | ) | (28,668 | ) | -- | |||||||
|
Net
cash provided by (used in) investing activities
|
(1,001 | ) | 29,630 | (1,508 | ) | |||||||
|
Cash
flows from financing activities:
|
||||||||||||
|
Repayment
of advances from and notes payable to related parties
|
-- | (150 | ) | -- | ||||||||
|
Net
activity of line of credit
|
(300 | ) | 3,500 | -- | ||||||||
|
Payments
of Predecessor notes payable
|
-- | (40,346 | ) | (3,495 | ) | |||||||
|
Proceeds
from long-term notes payable
|
-- | 28,000 | -- | |||||||||
|
Payments
on long-term notes payable
|
(3,621 | ) | -- | -- | ||||||||
|
Proceeds
from related party notes payable
|
-- | 1,000 | -- | |||||||||
|
Proceeds
from issuance of common stock
|
-- | 4,750 | -- | |||||||||
|
Payments
to reacquire and retire common stock
|
(1,386 | ) | (23,569 | ) | -- | |||||||
|
Payment
of debt issue costs
|
(140 | ) | -- | -- | ||||||||
|
Stock
registration costs
|
(17 | ) | -- | -- | ||||||||
|
Proceeds
from exercise of warrants
|
27 | -- | -- | |||||||||
|
Net
cash provided by (used in) financing activities
|
(5,437 | ) | (26,815 | ) | (3,495 | ) | ||||||
|
Effect
of exchange rate changes on cash
|
28 | (93 | ) | 26 | ||||||||
|
Net
increase (decrease) in cash and cash equivalents
|
(1,949 | ) | 3,382 | (3,106 | ) | |||||||
|
Cash,
beginning of year
|
3,952 | 570 | 5,743 | |||||||||
|
Cash,
end of year
|
$ | 2,003 | $ | 3,952 | $ | 2,637 | ||||||
Source:
Audited financial statements from Form 10K filed March 22,2010
Results
of Operations - Adjusted Pro Forma Basis
Adjusted
pro forma net income is an alternative view of performance used by management
and we believe that investors' understanding of our performance is enhanced by
disclosing this information. We define adjusted pro forma net income as the pro
forma net income of Cyalume excluding the effects of the purchase on CTI. The
adjusted pro forma net income measure is not, and should not be viewed as, a
substitute for U.S. GAAP net income. Adjusted pro forma net income is an
important internal measurement for us. We measure the performance of the overall
Company on this basis. The following are examples of how we use adjusted pro
forma net income:
|
*
|
Senior
management receives a monthly analysis of our operating results that is
prepared on an adjusted pro forma net income
basis;
|
|
*
|
Our
annual budgets for 2010 & 2009 are prepared on an adjusted pro forma
net income basis
|
|
*
|
Certain
annual compensation computations, including annual cash bonuses, are
calculated in part on an adjusted pro forma net income
basis.
|
Despite
the importance of this measure to management in goal setting and performance
measurement, we stress that adjusted pro forma net income is a non-GAAP
financial measure that has no standardized meaning under U.S. GAAP and
therefore, has limits in its usefulness to investors. Due to its
non-standardized definition, adjusted pro forma net income (unlike U.S. GAAP net
income) may not be comparable with the calculation of similar measures for other
companies. Adjusted pro forma net income is presented solely to permit investors
to more fully understand how management assesses our performance.
Cyalume
Technologies Holdings, Inc.
Reconciliation
of GAAP Net Income to Adjusted Pro Forma Net Income
(in
thousands)
|
Year
Ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
GAAP
net income
|
$ | (33,622 | ) | $ | 576 | |||
|
Pro
forma adjustment:
|
||||||||
|
CTI
net income
|
-- | 3,406 | ||||||
|
Adjusted
pro forma net income
|
$ | (33,622 | ) | $ | 3,982 | |||
As we had
no material business operations prior to the acquisition, we believe that the
operations of CTI are of most interest to our investors. As the full year 2008
operations of CTI are not presented in the audited financial statements, we are
presenting a section below based on adjusted pro forma net income. Except for
results occurring after the date of the acquisition, combining each Company's
results in this manner does not reflect the effects of a full year of: (a)
purchase accounting resulting from the acquisition or (b) other pro forma
adjustments that could have been used to show how results may have appeared if
that purchase accounting was applied as of January 1, 2008. Adjusted pro forma
information is useful as it assists management in understanding our performance
over the last two years, which would not be possible by reviewing the U.S. GAAP
information. Investors may find it useful for this purpose as well. The adjusted
pro forma information should not be considered an alternative to, or more
meaningful than, the financial information in accordance with U.S. GAAP, since
it does not include the effects of purchase accounting or pro-forma adjustments.
Adjusted pro forma information, as calculated, may not be comparable to
similarly titled measures reported by other companies.
Cyalume
Technologies Holdings, Inc.
Adjusted
Pro Forma Consolidated Statements of Operations
(unaudited,
in thousands)
|
For
the Twelve Months Ended
|
||||||||
|
2009
|
2008
|
|||||||
|
Revenues
|
$ | 32,201 | $ | 40,757 | ||||
|
Cost
of goods sold
|
18,817 | 20,478 | ||||||
|
Gross
profit
|
13,384 | 20,279 | ||||||
|
Other
expenses (income):
|
||||||||
|
Sales
and marketing
|
3,171 | 2,994 | ||||||
|
General
and administrative
|
4,917 | 5,076 | ||||||
|
Research
and development
|
1,464 | 1,294 | ||||||
|
Interest
expense (income), net
|
2,705 | 3,828 | ||||||
|
Amortization
of intangible assets
|
3,497 | 2,612 | ||||||
|
Goodwill
impairment loss
|
12,456 | -- | ||||||
|
Other
intangible asset impairment losses
|
25,624 | -- | ||||||
|
Other
loss (income), net
|
52 | (1,123 | ) | |||||
|
Total
other expenses (income)
|
53,886 | 14,681 | ||||||
|
Income
(loss) before income taxes
|
(40,502 | ) | 5,598 | |||||
|
Provision
for (benefit from) income taxes
|
(6,880 | ) | 1,616 | |||||
|
Adjusted
pro forma net income
|
(33,622 | ) | 3,982 | |||||
|
Amortization
and impairment of intangible assets, net of tax
impact
|
35,029 | 1,567 | ||||||
|
Adjusted
net income
|
$ | 1,407 | $ | 5,594 | ||||
Cyalume
Technologies Holdings, Inc.
Adjusted
Pro Forma Consolidated Statements of Operations
(unaudited,
in thousands)
| For the Three Months Ended | ||||||||
|
2009
|
2008
|
|||||||
|
Revenues
|
$ | 7,758 | $ | 9,071 | ||||
|
Cost
of goods sold
|
4,443 | 5,277 | ||||||
|
Gross
profit
|
3,315 | 3,794 | ||||||
|
Other
expenses (income):
|
||||||||
|
Sales
and marketing
|
849 | 462 | ||||||
|
General
and administrative
|
1,428 | 919 | ||||||
|
Research
and development
|
169 | 310 | ||||||
|
Interest
expense (income), net
|
735 | 1,008 | ||||||
|
Amortization
of intangible assets
|
885 | 644 | ||||||
|
Goodwill
impairment loss
|
12,456 | -- | ||||||
|
Other
intangible asset impairment losses
|
25,624 | -- | ||||||
|
Other
loss (income), net
|
(27 | ) | (85 | ) | ||||
|
Total
other expenses (income)
|
42,119 | 3,258 | ||||||
|
Income
(loss) before income taxes
|
(38,804 | ) | 536 | |||||
|
Provision
for (benefit from) income taxes
|
(6,125 | ) | (120 | ) | ||||
|
Adjusted
pro forma net income
|
(32,679 | ) | 656 | |||||
|
Amortization
and impairment of goodwill and intangible assets, net
of tax impact
|
32,808 | 386 | ||||||
|
Adjusted
net income
|
$ | 129 | $ | 1,042 | ||||
Adjusted
EBITDA (a Non-GAAP Financial Measure)
Cyalume
defines Adjusted EBITDA as net income before interest expense, income taxes,
depreciation, amortization, foreign currency gains or losses and one time income
or expense items. Management uses Adjusted EBITDA for establishing internal
budgets, goals and performance bonuses. Internal financial reports including
those provided to the Board of Directors, focus on Adjusted EBITDA. Since
Adjusted EBITDA is not necessarily an indicator of overall cash flows of
Cyalume, management reviews capital budgets and cash flow forecasts in parallel
with Adjusted EBITDA analysis. Because Adjusted EBITDA eliminates interest
expense, income taxes and depreciation, amortization and one-time income or
expense items, Cyalume considers this financial measure an important indicator
of Cyalume's liquidity, operational strength and performance. Investors may find
Adjusted EBITDA useful as it illustrates underlying operating trends in
Cyalume's business.
In
addition, components of Adjusted EBITDA are a key component in the determination
of our compliance with certain covenants under our credit agreements. Adjusted
EBITDA is not a measure of financial performance under GAAP. Adjusted EBITDA
should not be considered in isolation, or as a substitute for net income, cash
flows, or other consolidated income or cash flow data presented in accordance
with GAAP or as a measure of our liquidity or financial condition. Because
Adjusted EBITDA is not a measure determined in accordance with GAAP and is thus
susceptible to varying calculations, Adjusted EBITDA as discussed may not be
comparable to other similarly titled measures of other companies.
The use
of Adjusted EBITDA as a supplemental liquidity measure is useful as it assists
management in understanding and evaluating the Company's capacity, excluding the
impact of interest, taxes, and non-cash depreciation and amortization charges,
for servicing debt and other cash needs, prior to our consideration of the
impacts of other potential sources and uses of cash, such as working capital
items. Investors may find it useful for these purposes as well. Adjusted EBITDA
should not be considered an alternative to, or more meaningful than, net cash
provided by operating activities, as determined in accordance with GAAP, since
it omits the impact of interest, taxes and changes in working capital that use
or provide cash (such as receivables, payables and inventories) as well as the
sources or uses of cash associated with changes in other balance sheet items
(such as long-term loss accruals and deferred items). Because Adjusted EBITDA
excludes depreciation and amortization, Adjusted EBITDA does not reflect any
cash requirements for the replacement of the assets being depreciated and
amortized, which assets will often have to be replaced in the future. Further,
Adjusted EBITDA, because it also does not reflect the impact of debt service,
income taxes, cash dividends, capital expenditures and other cash commitments,
does not represent how much discretionary cash we have available for other
purposes. Nonetheless, Adjusted EBITDA is a key measure expected by and useful
to our investors, rating agencies and the banking community in the analysis of a
Company's ability to service debt, fund capital expenditures and otherwise meet
cash needs, respectively. Cyalume also evaluates Adjusted EBITDA because it is
clear that movements in these non-GAAP measures impact the Company's ability to
attract financing. Adjusted EBITDA, as calculated, may not be comparable to
similarly titled measures reported by other companies.
Cyalume
Technologies Holdings, Inc.
Reconciliation
of Net Income (Loss) to Adjusted EBITDA
(unaudited,
in thousands)
|
Year
Ended
|
Year
Ended
|
|||||||
|
December
31,
|
December
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
(unaudited)
|
(unaudited)
|
|||||||
|
Net
income (loss) (a)
|
$ | (33,622 | ) | $ | 3,406 | |||
|
Adjustments
to arrive at adjusted
EBITDA:(b)
|
||||||||
|
Depreciation
|
645 | 848 | ||||||
|
Amortization
and impairment of goodwill and intangible
assets
|
41,577 | 2,543 | ||||||
|
Interest,
net
|
2,705 | 4,788 | ||||||
|
Taxes
|
(6,880 | ) | 2,216 | |||||
|
FX
loss (gain)
|
66 | (4 | ) | |||||
|
Other
(c)
|
683 | -- | ||||||
|
Other
one-time (income) expense (d)
|
1,013 | (696 | ) | |||||
|
Adjustments
for December 20, 2008 to December 31, 2008(e)
|
-- | 97 | ||||||
|
Adjusted
EBITDA
|
$ | 6,187 | $ | 13,198 | ||||
|
(a)
|
Predecessor
net income per audited financial statements from Form 10K filed March 30,
2009 for the period January 1, 2008 to December 19, 2008, period prior to
acquisition by Cyalume
|
|
(b)
|
Adjustments
from same period as net income reported in
(a)
|
|
(c)
|
Adjustments
for noncash stock-based compensation and management
fees
|
|
(d)
|
Includes
the gain on the settlement with the former owners of CTI and related legal
expenses and other one-time expenses, such as inventory step-up
amortization
|
|
(e)
|
Adjustments
from period December 20, 2008 to December 31, 2008, after acquisition by
Cyalume
|
Cyalume
Technologies Holdings, Inc.
Reconciliation
of Net Income (Loss) to Adjusted EBITDA
(unaudited,
in thousands)
|
Three-months
|
Three-months
|
|||||||
|
Ended
|
Ended
|
|||||||
|
December
31,
|
December
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
(unaudited)
|
(unaudited)
|
|||||||
|
Net
income (loss) (a)
|
$ | (32,679 | ) | $ | 297 | |||
|
Adjustments
to arrive at adjusted EBITDA:(b)
|
||||||||
|
Depreciation
|
166 | 197 | ||||||
|
Amortization
and impairment of goodwill
and intangible assets
|
38,965 | 706 | ||||||
|
Interest,
net
|
735 | 1,160 | ||||||
|
Taxes
|
(6,125 | ) | 381 | |||||
|
FX
loss (gain)
|
(24 | ) | 78 | |||||
|
Other
one-time (income) expense
|
678 | (67 | ) | |||||
|
Adjusted
EBITDA
|
$ | 1,716 | $ | 2,752 | ||||
|
(a)
|
Predecessor
net income for the period October 1, 2008 to December 31,
2008
|
|
(b)
|
Adjustments
from same period as net income reported in
(a)
|
Company
Contact:
Derek
Dunaway
President
and Chief Executive Officer
Cyalume
Technologies Holdings, Inc.
(413)
858-2500
ddunaway@cyalume.com
Investor
Relations:
BPC
Financial Marketing
John
Baldissera
800-368-1217