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8-K - FORM 8-K - Cyalume Technologies Holdings, Inc.v344287_8k.htm

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

CYALUME TECHNOLOGIES HOLDINGS, INC. REPORTS

FIRST QUARTER 2013 FINANCIAL RESULTS

 

 

West Springfield, Mass., May 6, 2013 – Cyalume Technologies Holdings, Inc. (OTCBB: CYLU) (“the Company” or “Cyalume”) today reported its financial results for the first quarter ended March 31, 2013.

 

$ in thousands
(except per share data)
3 Months Ended    

 

Change

3/31/13     3/31/12    
Revenues $ 8,086     $ 7,994       1.2%
Gross profit $ 3,824     $ 3,629       5.4%
Gross margin   47.3 %     45.4 %     190 bps
Net income (loss) $ (570 )   $ (989 )     NM*
Adjusted EBITDA ** $ 751     $ 761       (1.3)%

  

* NM – Not meaningful

** Adjusted EBITDA is an important measure because it presents a view of our performance on an ongoing basis without regard to capital structure, capital investment cycles and corresponding ages of related assets among comparable companies. A more detailed description of Adjusted EBITDA and a reconciliation to GAAP net income (loss) is contained later in this release.

 

Cyalume’s President & CEO, Zivi Nedivi noted, “The slight increase in 2013 first quarter revenues, as compared to the same period of last year, was in line with our expectations, despite the fact that there were no ammunition sales in the current first quarter versus approximately $0.8 million in the first quarter of 2012.”

 

Mr. Nedivi concluded, “In addition to growing our business organically through a meaningful pipeline of new product launches, current product upgrades and expansion in certain new markets, we continue to strive to expand our business through new partnerships and possible M&A activities.”

 

Conference Call

Cyalume’s President & CEO, Zivi Nedivi, and CFO, Michael Pellicci will host a conference call on Thursday, May 9, 2013 at 2:30 pm ET to discuss these results as well as recent corporate developments. After opening remarks, there will be a question and answer period. Interested parties may participate in the call by dialing (201) 493-6739. Please call in 10 minutes before the conference call is scheduled to begin and ask for the Cyalume call. Questions may be asked during the live call, or alternatively, you may e-mail questions in advance to lcati@equityny.com.

 

The conference call will also be broadcast live over the Internet. To listen to the live call, please go to www.cyalume.com click on the Investors section, then to the Events and Presentations where the conference call is posted. Please go to the website 15 minutes early to download and install any necessary audio software. If you are unable to listen live, the conference call will be archived and can be accessed for approximately 90 days. We suggest listeners use Microsoft Explorer as their browser.

 

 
 

 

Cyalume Technologies News Release Page 2
May 6, 2013  

 

 About Cyalume Technologies Holdings, Inc.

Cyalume designs and manufactures non-pyrotechnic tactical products and training solutions for the world's militaries and law enforcement agencies, as well as for certain safety markets. Cyalume is the exclusive supplier to the U.S. and NATO-country militaries for all of their chemical light needs and operates manufacturing facilities in the U.S. and France. Through its subsidiary Cyalume Specialty Products, Cyalume also manufactures specialty chemical components for various markets.

 

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 most recent annual report on Form 10-K, 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.

 

The footnotes and other disclosures contained in the Company’s annual report on Form 10-K, its quarterly reports on Form 10-Q, and other periodic filings are an integral part of its financial statements and should be read in conjunction with any review of its financial statements.

 

 
 

 

Cyalume Technologies News Release Page 3
May 6, 2013  

 

 

Contact:  
Cyalume Technologies Holdings, Inc. Investor Relations Counsel:
Michael Pellicci The Equity Group Inc.
Chief Financial Officer Lena Cati (212) 836-9611
(413) 858-2500 lcati@equityny.com
www.cyalume.com www.theequitygroup.com

 

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Cyalume Technologies News Release Page 4
May 6, 2013  

 

 

Cyalume Technologies Holdings, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands, except shares and per share information)

 

   For the Three   For the Three 
   Months Ended   Months Ended 
   March 31, 2013   March 31, 2012 
         
Revenues  $8,086   $7,994 
Cost of revenues   4,262    4,365 
Gross profit   3,824    3,629 
           
Other expenses (income):          
Sales and marketing   1,107    1,242 
General and administrative   2,077    1,950 
Research and development   463    606 
Interest expense, net   580    545 
Interest expense – related party   26    10 
Amortization of intangible assets   437    477 
Change in fair value of contingent consideration   0    317 
Other (income) expenses, net   (37)   4 
Total other expenses   4,653    5,151 
           
Loss before income taxes   (829)   (1,522)
Benefit from income taxes   (259)   (533)
Net loss   (570)   (989)
           
Other comprehensive income (loss), net of tax:          
Foreign currency translation adjustments   (180)   183 
Unrealized gain on cash flow hedges, net of taxes of $(14) and $(7), respectively   25    9 
Other comprehensive income (loss)   (155)   192 
Comprehensive loss  $(725)  $(797)
           
Net loss per common share:          
Basic  $(0.03)  $(0.05)
Diluted  $(0.03)  $(0.05)
           
Weighted average shares used to compute net loss per common share:          
Basic   20,708,531    18,172,694 
Diluted   20,708,531    18,172,694 

 

 

 
 

 

Cyalume Technologies News Release Page 5
May 6, 2013  

 

 

 Cyalume Technologies Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except shares and per share information)

 

   March 31,
2013
(unaudited)
   December 31,
2012
 
Assets          
Current assets:          
Cash  $981   $2,695 
Accounts receivable, net of allowance for doubtful accounts of $45 and $155, respectively   4,488    3,875 
Inventories, net   9,897    9,597 
Income taxes refundable   203    173 
Deferred income taxes   652    652 
Prepaid expenses and other current assets   522    558 
Total current assets   16,743    17,550 
           
Property, plant and equipment, net   8,827    9,177 
Goodwill   8,160    8,160 
Other intangible assets, net   19,743    20,190 
Due from related party   4,060    3,972 
Other noncurrent assets   0    28 
Total assets  $57,533   $59,077 
           
Liabilities and Stockholders’ Equity          
Current liabilities:          
Line of credit  $400   $0 
Current portion of notes payable   17,795    9,734 
Accounts payable   2,954    2,934 
Accrued expenses   1,746    2,583 
Current portion of capital lease obligation   14    14 
Derivatives liability   116    169 
Total current liabilities   23,025    15,434 
           
Notes payable, net of current portion   0    8,394 
Note payable due to related parties   2,100    2,100 
Deferred income taxes   3,568    3,862 
Asset retirement obligation   187    184 
Capital lease obligation, net of current portion   18    22 
Contingent legal obligation   3,851    3,806 
Total liabilities   32,749    33,802 
           
Commitments and contingencies (Note 9)          
           
Stockholders' equity:          
Preferred stock, $0.001 par value; 1,000,000 shares authorized, no shares issued or outstanding   0    0 
Common stock, $0.001 par value; 50,000,000 shares authorized; 20,738,260 issued and outstanding   21    21 
Additional paid-in capital   106,224    105,990 
Accumulated deficit   (80,791)   (80,221)
Accumulated other comprehensive loss   (670)   (515)
Total stockholders’ equity   24,784    25,275 
Total liabilities and stockholders' equity  $57,533   $59,077 

 

 

 

 
 

 

Cyalume Technologies News Release Page 6
May 6, 2013  

  

Adjusted EBITDA (a Non-GAAP Financial Measure)

 

Cyalume defines Adjusted EBITDA as net income before interest expense, income taxes, depreciation, amortization, non-cash stock-based compensation, foreign currency gains or losses and certain other income or expense items. Management uses Adjusted EBITDA for establishing internal budgets, goals and certain 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, non-cash stock-based compensation, foreign currency gains or losses 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 News Release Page 7
May 6, 2013  

 

Cyalume Technologies Holdings, Inc.

Reconciliation of Net Income to Adjusted EBITDA

(in thousands) 

 

   For the Three   For  the Three 
   Months Ended   Months Ended 
   March 31,   March 31, 
   2013   2012 
         
Net Income  $(570)  $(989)
           
Adjustments to arrive at EBITDA:          
  Interest expense, net   606    555 
  Provision for (benefit from) income taxes   (259)   (533)
  Depreciation   339    341 
  Amortization   437    477 
           
           
EBITDA   553    (149)
           
Adjustments to arrive at Adjusted EBITDA:          
  Contingent consideration   0    317 
  Other expenses (1)   198    593 
Adjusted EBITDA  $751   $761 

 

 

(1)Inventory step-up amortization, non-cash stock-based compensation and foreign exchange (gains)/losses