Cyalume
Cyalume Technologies Holdings, Inc. (Form: 10-K, Received: 03/28/2011 08:00:44)
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20549
 
FORM 10-K

x
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2010
 
or

¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from – to -

Commission File Number 000-52247

Cyalume Technologies Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
20-3200738
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
96 Windsor Street, West Springfield, Massachusetts01089
(Address of principal executive offices)  (Zip Code)
 
Registrant’s telephone number, including area code: (413) 858-2500
 
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

 
Title of class
Common Stock, $0.001 par value
Common Stock Purchase Warrants
Units consisting of one share of Common Stock and one Common Stock Purchase Warrant
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ¨   No   x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   ¨   No   x
 
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   x No   ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   ¨ No   ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer   ¨
 
Accelerated Filer   ¨
Non-Accelerated Filer ¨
(Do not check if a smaller reporting company)
 
Smaller reporting company   x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes   ¨   No   x

The aggregate market value of Common Stock held by non-affiliates of the registrant (5,934,761 shares) based on the last reported sale price of the registrant’s Common Stock on the OTCBB on June 30, 2010, which was the last business day of the registrant’s most recently completed second fiscal quarter, was $19,287,973. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

As of March 18, 2011, there were outstanding  16,743,703 shares of the registrant’s Common Stock, par value $.001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s proxy statement for the 2011 Annual Meeting of Shareholders, which is to be filed subsequent to the date hereof, are incorporated by reference into Items 10 through 13 of this Form 10-K.

 
 

 

CYALUME TECHNOLOGIES HOLDINGS, INC.
 ANNUAL REPORT ON FORM 10-K
 YEAR ENDED DECEMBER 31, 2010

 TABLE OF CONTENTS

     
Page
No.
Part I
     
       
Item 1.
Business
 
3
Item 1A.
Risk Factors
 
8
Item 1B.
Unresolved Staff Comments
 
12
Item 2.
Properties
 
12
Item 3.
Legal Proceedings
 
12
Item 4.
Removed and Reserved
 
13
       
Part II
     
       
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
13
Item 6.
Selected Financial Data
 
14
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
14
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
 
18
Item 8.
Financial Statements and Supplementary Data
 
18
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
19
Item 9A.
Controls and Procedures
 
19
Item 9B.
Other Information
 
19
       
Part III
     
       
Item 10.
Directors, Executive Officers and Corporate Governance
 
19
Item 11.
Executive Compensation
 
19
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
20
Item 13.
Certain Relationships and Related Transactions, and Director Independence
 
20
Item 14.
Principal Accounting Fees and Services
 
20
       
Part IV
     
       
Item 15.
Exhibits and Financial Statement Schedules
 
21
SIGNATURES
     

 
2

 

PART I

The statements contained in this annual report on Form 10-K, including under the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other sections of this annual report, include 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, including, without limitation, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "plan" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section titled "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

ITEM 1:    BUSINESS

Current Business
 
We primarily produce products based on technologies whereby light is generated through a chemical reaction known as chemiluminescence. The base product is known as a ‘‘light stick’’ and is typically 6 inches in length. A light stick is a translucent flexible plastic tube that is partly filled with one chemical ingredient and also with a glass container (‘‘ampoule’’) that contains a complementary reactive chemical. When the tube is bent enough to break the glass ampoule, the chemicals contained within the plastic tube mix and light is generated. In addition, we also produce reflective (patches) and reflective plus photoluminescent (fire tape) products.

Chemiluminescent products come in varying shapes, sizes and functions, and provide light in different colors, intensity and durations. These include:

 
·
Light sticks that come in lengths ranging from 1.5 inches to 15 inches, and havingdurations for specified light output that range from 5 minutes to 24 hours. Colors emitted include red, blue, white, yellow, green, orange and infrared.
 
·
Components to training and tactical ammunition that provide day/night marking and illumination capabilities.
 
·
Reflective patches that can reflect white light or infrared, and reflective safety belts.

See “Product Applications” for a discussion of the many uses of these products.

We maintain principal executive offices at 96 Windsor Street, West Springfield, Massachusetts 01089. Our telephone number is (413) 858-2500. The various reports we file with the SEC, including annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, and current reports on Form 8-K are available on our website ( www.cyalume.com ) free of charge. Our website also contains the charters for the Audit, Nominating and Compensation Committees of the Board of Directors as well as our Code of Conduct and Ethics and our Insider Trading Policy. The documents are also available free of charge from our Corporate Secretary at our executive offices.

We have one direct subsidiary: Cyalume Technologies, Inc. (“CTI”). CTI is a Delaware corporation formed on March 27, 1997 with headquarters also located in West Springfield, MA. CTI has one subsidiary, Cyalume Technologies, SAS (“CTSAS”), located in Aix- en-Provence, France.

We manufacture products at both the West Springfield and Aix-en-Provence locations.
 
Business Strategy
 
Overall Approach : We have a four-pronged approach for ensuring long-term success.
 
 
·
Patent Protection. We have and will continue to pursue patent protection of developed technology, and to aggressively defend against violations of our patents. By conducting research and development, and pursuing appropriate patent protection, we expect to maintain our market leading position.
 
 
3

 
 
 
·
Environmental Initiatives. As evidenced by the news media, governments and the public are becoming more and more concerned with protecting the environment.
 
 
·
Federal law now bans the use of various phthalates as a possible human health risk, so we have developed light sticks that are phthalate free.
 
 
·
The January 2010contract with the U.S. military (discussed below in “Customers”) requires that we certify that none of the chemical components have any reporting requirements under SARA (Superfund Amendments and Reauthorization Act) and that none of the chemical components are defined as hazardous or have any release reporting requirements under CERCLA (Comprehensive Environmental Response Compensation and Liability Act).  We believe our products are the only products that meet these standards.
 
 
·
The U.S. military expressed environmental and operational concerns about the use of live ammunition in training exercises, so we helped to create a 40 mm round for the military that is non-pyrotechnic and does not contain heavy metals.
 
 
·
Product Diversification. We intend to continue to diversify into additional products and applications utilizing current technology and technology now underdevelopment. Product diversification will allow us to present a more complete line of products that meet current and projected user needs. Additionally, product diversification reduces dependence on a relatively small number of products for financial and competitive success. Diversification also helps further distinguish us from competitors who do not make the investment in innovation that we do.
 
 
·
Strategic Partnering. We actively seek partners who can help us advance our technologies or introduce products to the market. For example, for the 40mm round, we partner with Rheinmetall Waffe Munition, GmbH, (“RWM”) a major global manufacturer of munitions and other products. We have also entered into research and development agreements with General Dynamics (“GD”) and Fiocchi of America, Inc. (“Fiocchi”) to explore opportunities to jointly develop additional ammunition products utilizing chemiluminescence technologies.

Markets

Our sales efforts are focused on three overall markets: military, ammunition, and commercial and public safety.
 
Military
 
The military market accounted for approximately 73% of total revenue in 2010 and 71% in 2009. We sell chemiluminescent devices, primarily light sticks in varying colors, lengths and durations of light output, as well as flat chemiluminescent disks and reflective patches and belts. The primary users of these products are the U.S. Military and militaries participating in NAMSA (“NATO Maintenance and Supply Agency”).
 
Critical events, risks and uncertainties regarding the military market include the continued use by the U.S. and NATO militaries, the ability to remain on the cutting edge of chemical light technology, the ability to generate additional uses of our products by additional militaries around the world, and managing costs to remain competitively priced. There are also uncertainties of future price increases customarily found in the renewal contracts which would affect revenues and results of operations.
 
Ammunition
 
The ammunition market accounted for approximately 19% oftotal revenues in 2010 and 21% in 2009, and is expected to become our largest market over the next five years. We currently sell chemiluminescent payloads and components to RWM, which incorporates our products into its 40mm round, and then sells the finished round. We believe that there is a wide range of ammunition able to utilize chemiluminescent technology for both military and commercial applications, and thus this market offers us an excellent opportunity for additional revenue growth.
 
Critical events, risks and uncertainties regarding the ammunition market include the expansion and acceptance of the existing products to the United States military and other foreign militaries. The introduction of additional calibers is perceived as a vital opportunity to increase revenues and improve results of operations over the long-term.
 
 
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Commercial and Public Safety
 
The commercial and public safety markets represented approximately 8% of revenues in both 2010 and 2009.Sales are made to different industries and governmental agencies, including manufacturing companies, transportation companies, hotels and police, fire and EMS departments. These products provide emergency light in different ways to different buyers. For example, hotels use light sticks in halls and stairwells for use in power outages while police departments use them in tactical operations and traffic control. Management believes that the commercial and public safety market is currently under-served.

The critical risks and uncertainties in the commercial and public safety market include the need for the continued introduction and promotion of successful products to police, fire and homeland security departments. Our ability to generate demand from potential customers is the greatest factor in success or failure in this market. The commercial and public safety market is more sensitive to pricing than the military markets as customers may not choose to purchase the best available product, but may rather purchase lower quality, lower priced goods from competitors.
 
The uncertainty of new products from competitors is always a risk that could dilute our existing military market share of chemical light products as well as ammunition and safety products.

For additional risks refer to Item 1A, Risk Factors.
 
Customers
 
We sell products for military, ammunition and commercial and public safety applications. We do not sell any products as novelties.
 
 
Military : Our business depends significantly on three key customers: LC Industries (“LCI”), the United States Department of Defense (“U.S. DOD”) and NAMSA.
 
 
·
LC Industries
 
We indirectly supply the U.S. DOD through a contract with LCI, a manufacturer/distributor and a member of the National Industries for the Blind. LCI, in turn, has a direct contract with the U.S. DOD that operates under the program guidelines of “Ability One”, a federal program that creates jobs for the visually impairedand severely disabled. Under our contract with LCI, we sell components to LCI, which assembles and packages the items and then sells/distributes them directly to the U.S. military. Each of the items sold by LCI to the U.S. military is classified by a National Stock Number (“NSN”).
 
Our contract with LCI was entered into June 1, 2004 and had an initial term of five years, followed by three automatic five-year renewal terms unless the agreement is cancelled. This contract was renewed in 2009 for another five year period.The contract between LCI and the U.S. military is also a fixed price, indefinite quantity contract. Through negotiations with LCI, we share in any price increases received by LCI. Revenues to LCI accounted for approximately 37% of total revenues in 2010 and 27% in 2009. The 2010 increase in revenues was partially due to moving thirteen NSNs from our direct contract with the U.S. DOD to LCI’s contract.
 
 
U.S. DOD
 
In January 2010, we were awarded a direct contract with the U.S. DOD issued by the Defense Supply Center in Philadelphia (“DSCP”) to supply chemiluminescent light products that had previously been sold under a prior contract that had expired in 2009. The contract is an indefinite quantity fixed price contract that covers numerous products, each classified by a NSN. A key feature of these products is that they are all phthalate free and covered by Cyalume’s intellectual property, making us currently the only potential supplier of these products to the U.S. DOD. The contract is for a base period of two years plus three, one-year options to extend, exercisable by the U.S. DOD. The contract specifies product prices for the first two years and provides a 2.5% price increase annually thereafter.
 
In conjunction with the solicitation by the U.S. DOD for awarding this contract, thirteenproducts that had been part of the previous contract were transferred to a different defense supply center office and became part of the products provided by LCI to the U.S. military, resulting in a decrease in sales to the U.S. DOD. The DSCP contract accounted for approximately 2% of total revenues in 2010 and 15% in 2009. Combining the DSCP and LCI accounts together, these two accounts accounted for approximately 39% of total revenues in 2010 and 42% in 2009. During 2009, the U.S. DOD increased inventory levels to ensure having an adequate supply during the contract bid period. This reduced sales to the U.S. DOD and LCI combined in 2010.
 
 
·
NAMSA
 
We have direct contracts with NAMSA, the administrative services arm serving the non-U.S. NATO countries. NAMSA re-awarded these contracts to us in August 2008. The base contract period is three years and NAMSA has the option to extend for another two years. The contracts contain provisions for pricing escalations. Revenues from NAMSA accounted for approximately17% of total revenues in 2010 and 9% in 2009.
 
 
5

 
 
 
·
Ammunition : Ammunition sales toRWM comprised approximately 19% of total revenue in 2010 and 21% in 2009. Sales are made under purchase orders awarded to us throughout the year as RWM receives orders from various militaries.
 
 
·
Commercial and public safety : Sales in this category are made to a variety of distributors, retailers, other businesses and various municipalities’ police and fire departments, none of whom individually represent more than 10% of sales.
 
Sales and Marketing
 
We define ourselves as a manufacturer. For the military market, we sell primarily through distributors such as NAMSA and LCI.We have found this to be an efficient and effective model and use this model for the commercial and public safety markets as well. Accordingly, we are utilizing the abilities of distributors who have established key relations with end-users, rather than attempt to sell direct to consumers. The distributors take deliveries from us and then resell our products through their distribution networks to third-party customers, thereby expanding the market for our products at minimal cost to us. In the ammunition market, we sell directly to the prime contractor having the direct contract with the military.
 
Competitive Strengths
 
We believe we have many advantages as compared to our competition. For example, we:
 
 
·
Own more patents in the chemiluminescent light field than any competitor.
 
 
·
Have an active research and development function focused on improving existing technologies and developing new ones for which patent protection will be obtained.
 
 
·
Have a wide assortment of products that helps meet the needs of major customers.
 
 
·
Focus on high quality, high performance products, while many competitors rely on lower priced/lower quality products.
 
Product Applications
 
Chemiluminescent Products: Chemiluminescent products are used in support of military operations in peacetime to support training and in live theater (i.e., wartime) to support battle engagements and troops in the field. Applications include: the nighttime marking of drop and landing zones, marking trails at night, triage marking of wounded soldiers and light for general illumination purposes.
 
The following are some of the unique product attributes that make our chemiluminescent products well suited for military use:
 
 
·
highly reliable for light production after periods of storage of up to four years,
 
 
·
provide up to a 360 degree field of illumination,
 
 
·
highly portable, waterproof and require no electrical source to work, and
 
 
·
safe to use and non-toxic.
 
We also use chemiluminescent technology to make products providing day/night marking and illumination as components of training and tactical ammunition. Day/night marking rounds increase the effectiveness of weapons training by providing a night-time training ability where, in many cases, one did not exist before. Chemical light munitions are preferable to traditional tracer or training rounds for two reasons. Traditional tracer or pyrotechnic training munitions contain fire-producing elements that can start range fires. Additionally, traditional tracer or pyrotechnic training munitions experience ‘‘duds’’, or unexploded rounds. These unexploded rounds present future safety hazards and must be found and defused. Chemical light training munition payloads cannot start range fires and do not present future safety hazards from unexploded rounds, making their use not only more economical but safer for military personnel.
 
In the commercial and public safety markets, our products provide sources of light in emergency situations and for general safety purposes. For example, a customer can purchase our product with assurance that it can sit on the shelf for up to four years and still work when needed in the event of a power outage. For marine and boating purposes, we manufacture several specific products to meet the safety needs of boaters.
 
Our reflective products assist the military by allowing soldiers to identify individuals as ‘friend or foe’ by employing infrared technology. These infrared products such as flag and general identification patches can only be seen with the proper night vision goggles. These products help prevent injuries and death due to friendly fire by providing the proper identification markings during night-time activities. We also produce safety belts that are worn, for example, by military police. These belts both reflect direct light back and retain light energy for a short period of time so they continue to ‘‘glow’’ after the light source is removed.
 
 
6

 
 
In the commercial and public safety markets, our reflective products primarily serve police, fire and EMS departments. Personnel of these public services wear products such as safety belts and patches to adequately highlight themselves in the face of traffic and so they can be better seen in emergency situations such as in a burning building.
 
Competition
 
For chemiluminescent products for the military market, we believe that we have no direct competitor and that our products are the only ones that currently meet official U.S. and NAMSA military specifications. There are several Asian manufacturers of novelty quality products that occasionally attempt to direct sell their products as military quality, including the fraudulent use of military stock numbers that are placed on the products which we believe have not passed testing. In these cases we rely on the appropriate U.S. and NAMSA agency offices to inspect and reject such products as being non-compliant. We maintain an active program of monitoring such behavior and bringing any such actions to the attention of the appropriate agency personnel.
 
For the ammunition market, the development period for a new product before final testing and acceptance by the military can be many years. We anticipate that, as we grow revenues in this market, additional competition will emerge as this market represents potentially large revenues. We are defending against this by continuing to invest in technology upgrades in order to stay ahead of any competitors. In addition, where appropriate, we file patents to protect newly developed technology. Also, we review all products submitted by any competitors in military contract bidding processes to determine whether they meet specifications.
 
In the commercial and public safety markets, we compete with a variety of manufacturers and distributors of novelty products.While these manufacturers and distributors appear to lack the quality, market presence and ability to significantly upgrade existing products, customers in these markets may seek lower prices without consideration for these other factors.
 
Employees
 
As of December 31, 2010 we had 164full-time and 2 part-time employees.We operate in local labor markets that provide an adequate supply of labor to compensate for any turnover. We are not party to any collective bargaining agreements, have not experienced any work stoppages and consider our relationship with employees to be sound.
 
Employee Benefits
 
CTI offers employees wages and benefits that we consider to be competitive in the markets in which we operate. Benefits include medical, dental, life, and disability insurance coverage, paid vacations and holidays and an employee 401(k) savings plan.  CTSAS offers its employees benefits consistent with French law and market conditions.
 
Supply Chain
 
We purchase key raw materials, primarily chemicals, plastics, glass and packaging materials from alimited number of suppliers. We have long-term relationships with these suppliers, and maintain annual purchase orders or, in the case of major chemicals, have a ten year contract in place which does not expire until the second half of 2012. In the event of a disruption in the supply of any of the key items, we have identified alternative sources of supply. A stock of raw materials is kept on hand to continue production in the event of an extended supply disruption, providing us time to find alternative suppliers. Raw materials are not considered to be a scarce commodity and we have not experienced supply disruptions in the past.
 
The West Springfield facility purchases most of its chemicals from Chinese manufacturers. Nearly all other materials, including plastics and glass, are purchased domestically. The Aix-en-Provence facility purchases most of its chemicals from our West Springfield facility after they have been modified for specific applications. Glass, plastics and most other materials are purchased from within the European community.

Research and Development
 
We have an active research and development department that operates out of the West Springfield headquarters and has chemists and engineers on staff. Additionally we utilize consulting chemists under contractual arrangements that specialize in chemiluminescent and reflective light technology.Our research and development group is focused on maintaining the high level of quality of existing products; researching and developing improvements to existing products; and, researching and developing new technologies and products with viable commercial applications. We maintain an active program of soliciting feedback and ideas from end-users of products. We incurred research and development expense of $1.7 million and $1.5 million during the years ended December 31, 2010 and 2009, respectively. Additionally, we incurred $0.3 million in capitalized costs for filing new patents in 2010 and $0.2 million in 2009.
 
 
7

 
 
Intellectual Property

We rely on the ability to develop patentable technology to help ensure the commercial success of products and technology. Once patents are issued, we follow an active program of monitoring competitors’ products to ensure that our intellectual property is not violated. We currently hold and maintain 27 active U.S. patents, many of which are also registered in various foreign countries. These patents include phthalate free formulations, formulas for creating a more consistent light for longer periods, a bio-degradable light stick, flat disks employing a translucent aluminum pouch instead of an ampoule, and reflective tape that not only reflects light but retains light energy and emits light after the initial light source is removed. We expect to file for additional patents during 2011 and thereafter. Patents typically have a 20-year life from date of filing. While we had four patents expire in 2010, there are no keypatents that will expire in 2011.  We do not anticipate a near-term decline in sales as a result of any expiring or expired patents. 

Government Regulations

We are subject to the jurisdiction of the State Department of the United States under the International Traffic in Arms Regulations (“ITAR”). Specifically, chemical light infrared products, which are exported from the West Springfield facility to foreign militaries, are subject to these regulations. We must periodically re-register with the State Department for exporting purposes and last did so in June 2010. The renewal, which was granted, expires June 30, 2011 and is subject to renewal again at that time. We are in good standing with the State Department and the ITAR. We must obtain approval from the State Department for each and every export shipment of chemical light infrared products.

Environmental

We are in compliance with all local, state and national environmental regulations under which we are subject to regulation. The cost of compliance with environmental regulations has been and is expected to continue to be negligible.

Backlog

A significant portion of revenue is generated under indefinite quantity, fixed-price contracts whereby we fulfill orders as they are placed by customers. We typically have firm orders on hand at any one time for approximately two to three months’ revenues. Once orders are received they are typically fulfilled within three months.

Segments

We have only one segment for financial reporting purposes under accounting principles generally accepted in the United States.

ITEM 1A.    Risk Factors
 
Budget constraints of the federal or foreign governments could reduce revenue.
 
Sales for which federal or foreign governments and militaries thereof are the ultimate customer accounted for more than 90% of our business in 2010 and 2009. Budget reductions or spending constraints affecting military spending could cause delays, reduce the scope of, or result in cancellations of orders for products, which could reduce revenues.
 
Failure to obtain and/or maintain required export and other licenses could reduce revenue.
 
A portion of our business depends upon obtaining and maintaining required export licenses. Failure to obtain or maintain required licenses could result in the termination of certain products being sold. In addition, CTI and/or our employees may be required in the future to maintain certain facility security clearances. If CTI or our employees were found not to be in compliance, we could be excluded from bidding on certain contracts, removed from projects and/or fined, all of which would adversely impact our financial condition and good standing.
 
 
8

 
 
We operate under fixed price contracts and failure to control costs may reduce profitability.
 
Much of our revenues result from fixed price contracts. Unanticipated increases in the cost of raw materials, labor and overhead could result in less profitability on such contracts.  Some raw materials are affected by the prices of other commodities that are not under our control.  These include certain chemicals and plastics whose costs are a function of oil prices.  Another example is the cost of electricity, which we need to operate manufacturing processes and over which we have no control.
 
Some of our contracts include provisions for annual price escalations, based on bench-marks such as the consumer price index or the producers’ price index. Annual escalations received may or may not correlate to the price changes in the materials and services that we purchase.
 
If we are unable to design, manufacture, and market product offerings in a timely and efficient manner, we may not remain competitive.
 
Some markets are characterized by continuing technological advancement, changes in customer requirements, and evolving product standards.  Accordingly, we devote a substantial amount of resources to product development. To compete successfully, we must develop and market new products that provide increasingly higher levels of performance and reliability. Product development is highly uncertain and we cannot guarantee that we will successfully develop new products. Our inability to develop and market these products or to achieve customer acceptance of these products could limit our ability to compete in the market or to grow revenues at satisfactory rates of growth.
 
In addition, we offer a wide variety of products. If the design, manufacturing or marketing of a product, or products, is not successful and we must allocate more resources to ensure the products’ success, it could lower the profitability of the product, or products, or affect customer perceptions as to the quality of the products and services being offered.
 
We purchase the majority of raw materials from a limited number of venders. A disruption in supply may cause delays in manufacturing.
 
The majority of chemicals, plastics, glass and packaging materials are purchased from a limited number of venders. A disruption in supply from any of these venders could affect our ability to manufacture finished goods for sale on a timely basis. We maintain a safety margin of inventory of these raw materials to rely on in the event of a disruption. However, safety stock may not be adequate in the event of an extended disruption.
 
Changes in foreign currency exchange rates could affect financial results.
 
CTI and CTSAS manufacture products in and sell products from the U.S. and France, respectively. Products sold by CTI are priced in U.S. dollars and most raw material components are purchased in U.S. dollars. Products sold by CTSAS are priced predominantly in euros and most of CTSAS’ raw material purchases from third parties are priced in euros. Significant changes in foreign exchange rates will affect reported financial results. CTI enters into short-term financial hedges (less than six months in duration) against currency risk relating to the billing and collection of revenues from CTI’s sales to CTSAS.
 
We are subject to various government regulations that could cause delays in the delivery of new products and may subject us to audits or other similar review processes.
 
As a supplier to agencies of various federal, state, local, and foreign governments, we are obligated to comply with a variety of regulations governing operations and the workplace. Unforeseen problems may impact our ability to bring new products to market on a timely basis, secure new contracts or require us to make potentially costly changes to operations which could reduce profitability in order to obtain contracts. Furthermore, some new products have been developed in conjunction with the U.S. Military, which largely dictates the timing of the product development process and over which we have limited control.
 
Inability to effectively integrate future acquisitions could reduce profitability.
 
We plan to make a number of acquisitions in future years, which will require that we integrate operations and systems and personnel from those businesses. This process requires, among other things, that we continually evaluate operational and financial systems and controls and enhance those systems and controls as necessary. If we are unable to successfully integrate these acquisitions, it could reduce profitability and detract from future growth opportunities.
 
 
9

 
 
We are reliant upon key personnel and the loss of these key personnel could result in the deterioration or loss of relationships with certain customers or suppliers, which could result in a loss of business.
 
We depend on the expertise, experience and continued services of senior management and other key employees. Our operations and most decisions concerning the business will be made or significantly influenced by these individuals. The loss of members of senior management or other key employees could result in the deterioration or loss of relationships with certain customers or suppliers, which could result in a loss of business.
 
Revenue, operating results and profitability will fluctuate, which may lead to volatility in the market price of our common stock.
 
Revenue, operating results and profitability will likely fluctuate. Changes in product mix sold and the timing of sales to customers, together or individually, may contribute to the material variability of quarterly revenue, operating results or profitability. Such volatility may not meet the expectations of management, securities analysts or investors, which in turn may result in significant fluctuations in the market price of our common stock.
 
Revenue, operating results and profitability may be reduced by any major redeployment of troops.
 
Many of our military products are used both for training and live theater purposes. Generally, per capita soldier consumption of these products is relatively consistent between the two purposes.  The U.S. military has reduced the number of American military personnel in Iraq and increased the number of American military personnel in Afghanistan. Any major troop realignments/reductions, if significant enough in number, could result in a temporary reduction in overall product consumption until troops are redeployed for training or another live theater application.
 
We operate in increasingly competitive market segments, which may make it more difficult to successfully bid on future contracts.
 
We expect competition to increase in the future, especially in the ammunition market. We also expect that some competitors, or potential competitors, will feel increasing pressure to underbid government and commercial projects, in order to deploy their workforces and maintain or step up their activity levels. This may make it more difficult to prevail on competitive bids for contracts to the degree we have historically enjoyed, to increase revenue, and to maintain profitability.
 
Most new contracts will likely be subject to competitive bidding, which adds difficulty to accurately predicting the timing of sales and the allocation of resources.
 
Most governmental agencies and many commercial customers require that their significant contracts be competitively bid. Typically they utilize the ‘‘Request for Proposal’’ (“RFP”) method where several competitors submit their sealed proposals for a particular project, or the ‘‘Request for Qualifications’’ (“RFQ”) process where competitors submit their qualifications for consideration by the customer. Some contracts open for bidding utilize the standard ‘‘Straight Bid’’ process where the detailed specifications for products are published and lenders submit a ‘‘Bid’’ or fixed price, for the contract. Other competitive bidding processes are also utilized. Our success in responding to an RFP, RFQ, Straight Bid, or other competitive bidding process is dependent upon the quality of our estimating process, knowledge of the industry, knowledge of our customers and other factors requiring significant judgment and expertise. Because of the nature of the bidding process, we cannot know if we will be successful on any given bid, which adds difficulty to accurately predicting the timing of sales and the allocation of resources.
 
Our ability to win new contracts depends on factors outside our control, which could limit growth.
 
Our growth is generally dependent upon the ability to win new contracts. This depends on a number of factors we cannot control, including substitution of our products with products based on an alternative technology. For example, currently, certain battery or electrically powered products may be used as alternatives to some of our products.
 
Governmental agencies may investigate and audit our contracts and, if any improprieties are found, we may be required to refund revenues, pay unexpected taxes, forego anticipated revenues and/or may be subject to penalties and sanctions, including prohibitions on bidding in competitive bidding processes.
 
Governmental agencies generally have the authority to audit and investigate our contracts with them. As part of that process, some governmental agencies may review our performance on the contract, pricing practices, change orders, and compliance with the terms of the contracts, and applicable laws, regulations and standards. If the agency determines that we have improperly billed the governmental entity, we could be required to refund revenues, or forgo anticipated revenues. If a government audit uncovers improper or illegal activities, or otherwise determines that these activities have occurred, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeitures of profits, suspension of payments, fines and suspension or disqualification from doing business with the government.
 
 
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If we fail to satisfy contractual obligations, our ability to compete for future contracts could be limited.
 
Failure to comply with contract requirements or to meet customer’s performance expectations when fulfilling a contract could injure our reputation, which, in turn, could impact our ability to compete for new contracts.  Failure to meet contractual obligations could also result in substantial lost revenues.
 
We may be unsuccessful in resolving pending litigation relating to contractual disputes with Omniglow, LLC, which could result in having to pay damages to Omniglow, LLC. Omniglow, LLC purchased the novelty business of CTI’s predecessor on January 23, 2006.

CTI is in the process of resolving pending litigation relating to several contractual disputes arising from the separation of our businesses from Omniglow, LLC. If CTI is not successful in settling the litigation and if CTI does not prevail on the merits of the case, then a judgment may be entered against CTI, which could require it to pay damages to Omniglow, LLC. Omniglow, LLC seeks compensatory damages of $1.4 million, to be trebled, and, recovery of costs and legal fees. CTI believes Omniglow, LLC’s claims to be without merit. CTI has filed for damages of $368,000. On June 11, 2010, the court ordered that Omniglow LLC was entitled to damages of approximately $828,000 from CTI, in addition to damages for certain lost profits that have not been calculated, costs and attorney’s fees. On August 17, 2010, the court issued an amended order vacating the June 11 order, but entered an amended order stating that judgment on the claims calculated thus far shall be entered in the amount of approximately $828,000, on which prejudgment interest shall accrue only on approximately $104,000 of that amount. The court will enter a final judgment once the court issues an order on these additional damages, costs and fees. According to the Acquisition’s Stock Purchase Agreement between the Former Owners and us, the Former Owners retained the responsibility for paying for all costs and liabilities associated with Civil Action 06-706.
 
Because we do not intend to pay dividends on common stock, stockholders will benefit from an investment in our common stock only if it appreciates in value.
 
We have never declared or paid any cash dividends on common stock. We currently intend to retain all future earnings, if any, for use in the operations and expansion of the business. As a result, we do not anticipate paying cash dividends in the foreseeable future. Any future determination as to the declaration and payment of cash dividends will be at the discretion of our Board of Directors and will depend on factors our Board of Directors deems relevant, including among others, results of operations, financial condition and cash requirements, business prospects, and the terms of credit facilities and other financing arrangements. The debt financing arrangements put into place in connection with the acquisition of CTI prohibit CTI from providing us with funds to pay a dividend. Accordingly, realization of a gain on stockholders’ investments will depend on the appreciation of the price of our common stock. There is no guarantee that our common stock will appreciate in value.
 
Our securities are quoted on the Over-the-Counter Bulletin Board, which may limit the liquidity and price of our securities more than if the securities were quoted or listed on the NASDAQ or the AMEX markets.
 
Our securities are quoted on the Over-the-Counter Bulletin Board, a NASD-sponsored and operated inter-dealer automated quotation system. Quotation of our securities on the Over-the-Counter Bulletin Board will limit the liquidity and price of securities more than if the securities were quoted or listed on NASDAQ or AMEX
 
We currently have a small number of beneficial holders, which may result in limited trading and also limit the liquidity and price of securities.  Furthermore, this may result in unexpected price volatility.
 
If we fail to meet financial covenants with our lenders, they would be able to declare an event of default.
 
If we were unable to meet the financial covenants specified in loan documents, our lenders would be able to declare an event of default. If an event of default were declared, all debts to the lender could become due and payable immediately, which could result in ceasing operations unless new arrangements were made.
 
We may choose to redeem outstanding warrants at a time that is disadvantageous to the warrant holders.
 
Subject to there being a current prospectus under the Securities Act of 1933, we may redeem all outstanding warrants at any time after they become exercisable at a price of $.01 per warrant, upon a minimum of 30 days prior written notice of redemption, if and only if, the last sale price of our common stock equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption. Calling all outstanding warrants for redemption could force the warrant holders:
 
 
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§
To exercise the warrants and pay the exercise price for such warrants at a time when it may be disadvantageous for the holders to do so;
 
 
§
To sell the warrants at the then current market price when they might otherwise wish to hold the warrants; or
 
 
§
To accept the nominal redemption price which, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants.
 
Warrant holders may not be able to exercise their warrants, which may create a liability for us.
 
Holders of the warrants we issued in our initial public offering and private placement will be able to receive shares upon exercise of the warrants only if (i) a current registration statement under the Securities Act of 1933 relating to the shares of common stock underlying the warrants is then effective and (ii) such shares are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of warrants reside. Although we have agreed to use our best efforts to maintain a current registration statement covering the shares underlying the warrants to the extent required by federal securities laws, and we intend to comply with such agreement, we cannot assure that we will be able to do so. In addition, some states may not permit us to register the shares issuable upon exercise of warrants for sale. A registration statement under the Securities Act of 1933 relating to the shares of common stock underlying the warrants became effective February 9, 2009 and it is still effective as of December 31, 2010. The value of the warrants will be greatly reduced if a registration statement covering the shares issuable upon the exercise of the warrants is not kept current or if the securities are not qualified, or exempt from qualification, in the states in which the holders of warrants reside. Holders of warrants who reside in jurisdictions in which the shares underlying the warrants are not qualified and in which there is no exemption will be unable to exercise their warrants and would either have to sell their warrants in the open market or allow them to expire unexercised. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to qualify the underlying securities for sale under all applicable state securities laws. Since our obligations in this regard are subject to a ‘‘best efforts’’ standard, it is possible that, even if we are able to successfully assert a defense to a claim by warrant holders due to the impossibility of registration, a court may impose monetary damages on us to compensate warrant holders due to the change in circumstances that led to our being unable to fulfill obligations.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

We own the West Springfield, MA facility which houses all corporate functions, including research and development. The facility is located on ten acres of land in an industrial area and has 200,000 square feet of office, manufacturing and warehousing space. There is adequate space available in the facility to accommodate an increase in operations and staffing. There are no known matters of ground contamination or air quality discharges that exceed acceptable limits. The facility is older and contains asbestos, which is consistent with buildings of its era, but there is no known damaged asbestos requiring remediation. The facility is subject to inspections by various environmental agencies from time to time and no significant violations of any environmental standards have been noted during the period of ownership by the currentowners. Environmental violations are not believed to represent a material risk. The facility is subject to a mortgage.

A facility in Aix-en-Provence, France is also owned by us and houses all foreign operations. The facility has 10,000 square feet of office and manufacturing space sitting on two acres and is in good condition. There are no known environmental violations pertaining to the facility and environmental violations are not believed to represent a material risk.

ITEM 3.    LEGAL PROCEEDINGS

CTI is currently named a defendant in Civil Action No. 06-706 in Superior Court of the State of Massachusetts. Filing suit against CTI is Omniglow, LLC (the former novelty business of CTI which was sold on January 23, 2006). CTI sold certain assets and liabilities related to the novelty and retail business to certain former shareholders and management (the “Omniglow Buyers”).  During 2006, CTI and the Omniglow Buyers commenced litigation and arbitration proceedings against one another. Claims include breaches of a lease and breaches of various other agreements between CTI and the Omniglow Buyers.  The Omniglow Buyers seek compensatory damages of $1.4 million, to be trebled, and recovery of costs and legal fees. CTI has filed for damages of $368,000 against the Omniglow Buyers.  On June 11, 2010, CTI received preliminary Findings of Fact, Rulings of Law and Order for Judgment (the “Findings”) regarding Civil Action No. 06-706.  Pursuant to the Findings, the court found in favor of the Omniglow Buyers and ruled that the Omniglow Buyers were entitled to calculable damages of approximately $828,000 from CTI, in addition to damages for certain lost profits that have not been calculated, costs and attorney’s fees. These additional damages, costs and fees have not yet been calculated or determined by the court. On August 17, 2010, the court entered an amended order vacating this judgment, but reentered judgement in the amount of approximately $828,000, on which prejudgment interest shall accrue only on approximately $104,000 of that amount. The court will enter a final judgment once the court issues an order on these additional damages, costs and fees. According to the Stock Purchase Agreement with the former owners (from whom we purchased CTI in 2008), the former owners retained the responsibility for paying for all costs and liabilities associated with Civil Action No. 06-706.
 
 
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PART II

ITEM 4:
Removed and Reserved

ITEM 5:     MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock, common stock purchase warrants and units, are quoted on the Over-the-Counter Bulletin Board under the symbols ‘‘CYLU,’’ ‘‘CYLUW,’’ and ‘‘CYLUU,’’ respectively. The following table sets forth the high and low sales information for our common stock, common stock purchase warrants and units for the period from January 1, 2009 through March 18, 2011. The Over-the-Counter Bulletin Board quotations reflect inter-dealer prices, are without retail markup, markdowns or commissions, and may not represent actual transactions.

   
Common Stock
   
Warrants
   
Units
 
   
High
   
Low
   
High
   
Low
   
High
   
Low
 
                                     
First quarter 2009
  $ 14.15     $ 2.50     $ 2.30     $ 0.32     $ 15.00     $ 3.50  
Second quarter 2009
  $ 4.11     $ 3.00     $ 1.10     $ 0.15     $ -     $ -  
Third quarter 2009
  $ 3.93     $ 3.10     $ 1.25     $ 0.20     $ -     $ -  
Fourth quarter 2009
  $ 6.00     $ 3.30     $ 0.50     $ 0.29     $ -     $ -  
First quarter 2010
  $ 3.85     $ 3.35     $ 0.50     $ 0.30     $ -     $ -  
Second quarter 2010
  $ 3.74     $ 3.00     $ 0.50     $ 0.16     $ -     $ -  
Third quarter 2010
  $ 5.00     $ 3.01     $ 1.15     $ 0.15     $ -     $ -  
Fourth quarter 2010
  $ 4.20     $ 3.25     $ 0.50     $ 0.19     $ -     $ -  
First quarter 2011 through March 18, 2011
  $ 5.90     $ 4.02     $ 0.62     $ 0.20     $ -     $ -  

There have been no Units transactions since the first quarter of 2009.

Holders of Common Stock

As of March 18, 2011, there were of record 184 holders of common stock, one holder of warrants and one holder of units.

Dividends
 
We have never declared or paid cash dividends on common stock and do not anticipate declaring or paying cash dividends on common stock in the foreseeable future. Payments of future dividends on common stock, if any, will be at the discretion of our Board of Directors after taking into account various factors, including financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our Board of Directors may deem relevant. The debt financing arrangements put into place in connection with the acquisition of CTI prohibit CTI from providing us with funds to pay a dividend.

Securities Authorized for Issuance under Equity Compensation Plans

Information about equity incentive plans can be found in Part III, Item 12 of this Annual Report on Form 10-K and in Note 16 to our consolidated financial statements contained within this Annual Report on Form 10-K.
 
 
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Performance Graph

As a smaller reporting company, we are not required to provide information typically disclosed under this item.

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Company and Affiliated Purchasers

None

ITEM 6:    SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to provide information typically disclosed under this item.

ITEM 7:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

In the following discussion of our operating business, unless the context otherwise requires, references to Cyalume, we, us, our, include Cyalume, Cyalume Technologies, Inc. and Cyalume Technologies, S.A.S; references to CTI include only Cyalume Technologies, Inc. and its wholly-owned subsidiary Cyalume Technologies, S.A.S.(“CTSAS”).

We are a global, technology-based manufacturer primarily producing products where light is generated through a chemical reaction known as chemiluminescence. Our most popular product is a 6 inch light stick. We also use chemiluminescent technology to make products providing day/night marking and illumination as components of ammunition. In addition, a variety of reflective products are produced that both reflect direct light back and retain energy for a short period of time so they continue to glow after the light source is removed. Reflective products include a variety of patches and safety belts. Both chemiluminescent and reflective products may employ infrared technology that allows observation of the product with proper night vision goggles. We are actively searching for potential acquisitions that would complement our existing business.

The majority of revenues are derived from sales for the ultimate use of the U.S. Military and various other militaries around the globe, most significantly to three key customers: NAMSA, Rheinmetall Waffe Munition and LC Industries, which accounted for 73% of product sales in 2010. Additional revenues are derived from sales to other militaries and sales into the commercial markets, including police, fire and EMS departments. In the military market there are longer-term fixed price, indefinite quantity,contracts of generally three to five years that provide higher margins because the products are more technologically advanced than those of competitors. In the commercial markets advanced technology is generally not as important and therefore competition is greater, resulting in lower margins.

Although sales are made into several markets and manufacturing plants are operated in both the U.S. and Europe, the business is managed and financial results are reported as one segment. Senior management focuses on consolidated results to make strategic and tactical decisions. There are several reasons for this. Products are similar in each market and based on the same technologies. Thus management pays attention to individual products as well as individual customers and contracts in terms of pricing and costing. For the largest selling product line, the 6 inch light stick (in its various permutations of color and duration), the manufacturing processes are similar and both the U.S. and European plants make these products. Therefore, the 6-inch light sticks can be and are made at both plants and can be produced and shipped from one plant to the other to help meet peak periods of demand. In addition, important functions such as marketing and research and development (“R&D”) manage their activities and allocate their resources from a strategic viewpoint and generally not on the basis of where a product is made or who it might be sold to. Overall financial performance is evaluated based on: revenues; gross profit and gross margin; selling/research and development/administrative expenses; and cash flow. EBITDA (earnings before interest, taxes, depreciation and amortization) is used as a performance measure of operational cash flows. Product performance is evaluated based on unit cost of production and number of units produced and sold. All of these measures are evaluated against results for prior periods and against budgets.

Cyalume is currently a smaller reporting company based on outstanding equity held by non-affiliates having a market value under $75 millionas of our most recently completed second quarter. Therefore, only two years of audited financial statements are presented.
 
 
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Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Estimates are used when accounting for certain items such as reserves for inventory, accounts receivable and deferred tax assets; assessing the carrying value of intangible assets including goodwill; determining the useful lives of property, plant and equipment and intangible assets; and in determining asset retirement obligations.  Estimates are based on historical experience, where applicable, and assumptions that we believe are reasonable under the circumstances.  Due to the inherent uncertainty involved with estimates, actual results may differ.

Revenue Recognition

Revenue from the sale of products is recognized when the earnings process is complete and the risks and rewards of ownership have transferred to the customer. Depending on the terms of the individual sales arrangement with our customer, sales are recognized at either the shipping point or upon receipt by the customer. Costs and related expenses to manufacture the products are recorded as costs of goods sold when the related revenue is recognized.

We have several significant contracts providing for the sale of indefinite quantities of items at fixed per unit prices, subject to adjustment for certain economic factors. Revenue under these contracts is recognized when goods ordered under the contracts are received by the customer. Whenever costs change, we review the pricing under these contracts to determine whether they require the sale of products at a loss. To date, we have no loss contracts which would require the accrual of future losses in the current financial statements.

Income Taxes

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are recognized when, based upon available evidence, realization of the assets is more likely than not.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

We classify interest on tax deficiencies as interest expense and income tax penalties as other miscellaneous expenses.  

Goodwill

Goodwill is deemed to have an indefinite life and accordingly, is not subject to annual amortization.  Goodwill is subject to annual impairment reviews, and, if conditions warrant, interim reviews based upon its estimated fair value.  Impairment charges, if any, are recorded in the period in which the impairment is determined.

Intangible Assets

Intangible assets in 2010 included developed technologies and patents, customer relationships and non-compete agreements, which are amortized over their estimated useful lives,and trademarks and trade names, which are considered to have indefinite useful lives and therefore are not amortized. The non-compete agreements expired in December 2010. The carrying amounts of intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that those carrying amounts may not be recoverable. Costs incurred to register new patents or defend existing patents are capitalized while costs to renew or extend the term of intangible assets are expensed when incurred.
 
 
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Inventories

Inventories are stated at the lower of cost (on a first-in first-out (“FIFO”) method) or net realizable value.  We periodically review the realizability of inventory. Provisions are recorded and reserves are established for potential obsolescence. Determining adequate reserves for inventory obsolescence requires management’s judgment. Conditions impacting the realizability of inventory could cause actual write-offs to be materially different than reported inventory reserve balances.

Foreign Operations and Currency

Accounts of our foreign subsidiary are recorded using their local currency (the euro) as the functional currency. For consolidation,income statement accounts are converted to U.S. dollars using the average exchange rate for the monthly period being reported. Assets and liabilities are converted to U.S. dollars using the exchange rate in effect as of the balance sheet date. Equity transactions are converted to U.S. dollars using the exchange rate in effect as of the date of the transaction. Translation gains and losses are reported as a component of accumulated other comprehensive income or loss. Gains and losses resulting from transactions which are denominated in other than the functional currencies are reported as other income or loss in the statement of operations in the period the gain or loss occurred.

Results of Operations

Revenues :    Sales volumes rebounded in 2010 after a significant decline in 2009, leading to a $5.8 million increase in revenue. Many products are sold under indefinite quantity type contracts whereby we fulfill orders as they are placed by customers. We do not have insight into why military customers order at the times or quantities that they do, however, we see no indication that the underlying usage of our products has diminished. Price changes contributed about 12% of the increase in revenues with the remainder resulting from increased sales volume. We believe that the global recession and constraints on budgets worldwide negatively affected revenues in both 2010 and 2009.

Gross profit:   Gross profit improved $5.8 million in 2010 compared to 2009.  The gross margin for2010 was 50.4% compared to 41.6% for 2009. The improvement was driven by a combination of price increases on certain products we sold, changes in product mix and the elimination of amortization of inventory step-up to fair value included in the 2009 results.

Expenses: Sales and marketing expenses increased primarily due to the hiring of additional sales personnel. Improved financial performance led to performance bonus payments increasing general and administrative expenses and research and development expenses.

Interest expense, net : Interest expense declined in 2010 due to lower outstanding debt levels.

Amortization of intangible assets and impairment losses : In 2009, we recorded impairment losses of $25.6 million on identified intangible assets. This substantially lowered the amount of intangible assets to be amortized in 2010 and future periods. Accordingly, during 2010, we amortized only $1.8 million of intangible assets, compared to $3.5 million in 2009. Additionally, in 2009 we recorded a goodwill impairment loss of $12.5 million. There was no goodwill impairment loss in 2010.

Other (income) losses, net : The other income recorded in 2010 was primarily the collection of account receivable balances that had been fully reserved in prior years. The other loss in 2009 was primarily the impact of foreign exchange rates on operations.

Provision for (benefit from) income taxes: The significant 2009 pre-tax net loss is the primary factor in the $8.5 million change in the 2010provision for income taxes over the 2009benefit from income taxes. The effective tax rate for 2010 of 39% is higher than the 2009 rate of 17% due to the goodwill impairment loss recorded in 2009, which is a permanent difference between U.S. generally accepted accounting practices income and taxable income, as well as the decrease in the valuation allowance on deferred tax assets and prior year income tax true-up adjustments for foreign subsidiary income and related foreign tax credits.

Foreign exchange rates: If 2010 operations in foreign currencies had been translated using the foreign exchange rate in effect at the end of 2009, revenues would have been $497,000 higher than reported and gross margin would have increased $264,000. Net income would have been $136,000 higher than reported.

Balance Sheet

Accounts receivable decreased in 2010 due primarily to a single significant account with extended terms having a receivable balance of $1.8 million at December 31, 2009 that was collected in the first quarter of 2010.
 
 
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Inventories increased $600,000 in 2010 due primarily to a $538,000 increase in packaging materials inventory anda $707,000 decrease in inventory reserves, offset by a $676,000 decline in finished goods inventory. Inventory balances fluctuate due to recent sales activity and the timing of purchases of raw materials. Certain raw materials are purchased only several times a year due to long lead times and the desire to purchase in bulk, while other materials are purchased more frequently. Inventory reserves declined as obsolete inventory was disposed.

Property, plant and equipment increased $125,000 due to asset acquisitions of $1.3 million, primarily a new company-wide computer system, offset by the sale of excess land and depreciation expense.

Net intangible assets declined $1.6 million as costs incurred to register new patents or defend existing patents was more than offset by $1.8 million in amortization.

Net non-current deferred income tax liabilities increased $1.0 million in 2010, primarily as a result of the following:

 
·
Increased by the utilization of net operating losses during 2010 and the allocation of the majority of the remaining net operating losses to current;
 
·
Net decrease to the balance of unrepatriated earnings of CTSAS and associated foreign tax credits;
 
·
Net decreases to the carrying value of various identified intangible assets as a result of annual amortization expense;
 
·
Net increases to the carrying value of fixed assets as a result of annual depreciation expense differences.

Accounts payable and accrued expenses decreased a net $744,000 in 2010 due to the timing of purchases of chemicals and other raw materials and the payment of bonuses in December 2010 instead of being accrued at year end.

In assessing the realization of long-term deferred income tax assets, we consider whether it is more likely than not that the deferred income tax assets will be realized. The realization of deferred income tax assets depends upon future taxable income in years before net operating loss carryforwards expire. We evaluate the recoverability of deferred income tax assets on a quarterly basis. If we determine that it is more likely than not that deferred income tax assets will not be recovered, we establish a valuation allowance against some or all deferred income tax assets. Recording a valuation allowance or reversing a valuation allowance could have a significant effect on future results of operations and financial position.

A valuation allowance of approximately $4.1 million was provided on deferred federal tax assets for the carryforward of foreign tax credits, which we do not anticipate using in the near-term. The utilization of this asset is dependent upon generation of significant revenues from sources outside the U.S.

We had federal net operating loss carryforwards amounting to $5.0 million and $9.5 million at December 31, 2010 and 2009, respectively. The net operating loss carryforward at December 31, 2010 expires in fiscal years 2025 through 2029. Internal Revenue Code Section 382 limits utilization of these losses to $3.2 million per year, plus amounts carried forward from prior years. It is possible that future changes in ownership could result in changes to the amounts allowed by IRC Section 382.  State net operating loss carryforwards amounted to $6.2 million and $11.7 million as of December 31, 2010 and 2009, respectively.

Derivatives liability increased $296,000 in 2010 due primarily to the value ofinterest rate swaps falling as forecast interest rates have fallen.

Liquidity and Capital Resources

As of December 31, 2010 and 2009, we had $4.1 million and $2.0 million, respectively, in cash.Net cash from operations improved $4.5 million as higher revenues improved net income.Net cash used in investing activities was $1.4 million in 2010, an increase of $400,000 from 2009. This increase was driven by the implementation of a new computer system and an increase in capitalized patent costs, offset by $200,000 from the sale of excess land. The 2011 capital expenditures budget is expected to be funded from operating cash flows.

We are actively searching for potential acquisitions that would complement our existing business. Any acquisition could be financed by a combination of cash, equity and/or debt.
 
 
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In July 2010 we issued $8.5 million in convertible notes due in 2014. The convertible notes required monthly interest payments starting in September 2010 at a rate of 11% per annum and mature on March 19, 2014, unless earlier repurchased or converted. No principal payments are required on these convertible notes until maturity, when the full balance is due.We have the right to prepay the notes in whole or in part at any time without penalty. The convertible notes are senior secured obligations and rank junior to all senior debt held by TD Bank, N.A. but senior to all other remaining long-term debt including existing and future subordinated debt. The notes are convertible at any time into 2,666,667 shares of common stock at a conversion price of approximately $3.19 per share. If, after the date hereof, we effect a stock dividend, stock split, combination or similar transaction on common stock, the conversion price in effect immediately prior to such action shall be adjusted so that the convertible note holders shall be entitled to receive the amount of common stock it would have owned immediately following such action had the notes been converted in full immediately prior thereto.

The convertible note principal of $8.5 million was used in the following manner (all amounts in thousands):

Principal amount of convertible notes
  $ 8,500  
Less: Debt issuance costs
    (558 )
Proceeds from convertible notes payable
    7,942  
Less amounts paid from proceeds from convertible notes:
       
Principal payment on senior debt
    (7,200 )
Principal payment on line of credit
    (500 )
Debt issuance costs
    (50 )
Cash retained for operations
  $ 192  

As part of this transaction, a $7.2 million payment was made on senior debt and the remaining unpaid senior debt was modified to have reduced principal payments and lower interest rates.  The lower monthly principal payments have significantly improved short-term cash flows.

In connection with issuing the convertible notes, we also issued five-year warrants to purchase up to 160,000 shares of common stock at price of $2.00 per share.  Each warrant contains provisions for cashless exercise and antidilution protection upon a distribution of dividends or a reclassification of common stock in connection with the issuance of the warrants. We have also entered into a registration rights agreement with each note holder, pursuant to which each such lender was granted “piggy-back” registration rights on the shares of common stock underlying the warrants.
 
On March 18, 2011 we sold 871,823 unregistered shares of common stock to institutional investors in a private placement at a price of $4.60 per share. A related registration rights agreement requires us to file a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) to register the shares for resale within 45 calendar days of the closing date, and to have the registration statement declared effective within 90 calendar days of the closing date of the private placement, or 150 days in the event the Registration Statement is reviewed by the SEC. The consideration paid by investors consisted of $3.5 million in cash and the cancellation of 1,015,000 public warrants, which were valued at $.50 per warrant. We will use the proceeds for general corporate purposes.
 
Forecast principal and interest payments on debt for 2011 are $1.8 million and $1.9 million, respectively, compared to $13.1 million and $2.2 million, respectively, in 2010. Principal payments in 2010 included the senior debt and line of credit principal payments discussed above, as well as principal payments on the line of credit facilitated by the reduced principal payments required by the senior debt modification. Interest paymentsin 2011will be lower than 2010 due to the pay-off of the higher interest revolver debt and monthly principal payments to be made on the senior debt in 2011. All 2011 principal and interest payments are expected to be funded from operating cash flows.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements during 2010 or 2009.

Contractual Obligations

As a smaller reporting company, we are not required to provide information typically disclosed under this item.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide information typically disclosed under this item.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Selected Quarterly Financial Data

As a smaller reporting company, we are not required to provide information typically disclosed under this item.

Financial Statements

The information required by this item is shown under Part IV, Item 15 and may be found beginning on page F-1 of this Form 10-K.
 
 
18

 
 
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Management carried out an evaluation, under the supervision of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of disclosure controls and procedures as of December 31, 2010. Based upon that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that the design and operation of disclosure controls and procedures were effective as of December 31, 2010.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Securities Exchange Act of 1934, as amended. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Management assessed the effectiveness of internal control over financial reporting as of December 31, 2010. In making this assessment, we used the criteria set forth by Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment using those criteria, management concluded that internal control over financial reporting was effective as of December 31, 2010.

As a smaller reporting company, we are not required to obtain an attestation report of our registered public accounting firm regarding internal controls over financial reporting.

Changes in Internal Control over Financial Reporting

We have had no changes in internal control over financial reporting during our last fiscal quarter of 2010 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION

None.

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2011 Annual Meeting of Shareholders.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2011 Annual Meeting of Shareholders.
 
 
19

 
 
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information
 
Plan category
 
Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights
(a)
   
Weighted-average exercise
price of outstanding options,
warrants and rights
(b)
   
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
 
Equity compensation plans approved by security holders
    1,189,083 (1)     3.58 (2)     607,750  
Equity compensation plans not approved by security holders
    100,000       8.00        
Total
    1,289,083       3.93 (2)     607,750  

(1)
Includes 322,583 shares of restricted stock awards granted under the Cyalume Technologies Holdings, Inc. 2009 Omnibus Securities and Incentive Plan. The remaining balance consists of outstanding stock option and warrant grants.

(2)
The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock awards which have no exercise price.

Security Ownership of Certain Beneficial Owners

The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2011 Annual Meeting of Shareholders.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2011 Annual Meeting of Shareholders.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

CCR LLP audited our consolidated financial statements for the years ended December 31, 2010 and 2009.CCR LLP was our principal accountant as of December 31, 2010 and is currently our principal accountant.

Audit Fees

Fees billed within the past two years by CCR LLP included:
 
·
$231,000 related to financial statement audits for December 31, 2010, related quarterly reviews and review of various SEC Forms filed during 2010.
 
·
$260,000 related to financial statement audits for December 31, 2009, related quarterly reviews and review of various SEC Forms filed during 2009.
 
 
20

 
 
Audit-Related Fees

Fees billed for audit-related services in 2010 were $3,000. There were no fees for audit-related services provided in 2009.

Tax Fees

There were no fees for tax related services from CCR LLP in 2010 or 2009.

All Other Fees

There were no fees for other professional services from CCR LLP during 2010 or 2009.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee recommends to the Board of Directors the annual engagement of a firm of independent accountants and reviews with the independent accountants the scope and results of audits, internal accounting controls and audit practices and professional services rendered to us by our independent accountants. The Audit Committee has adopted a written charter which is available on our website, www.cyalume.com . The Audit Committee may form and delegate authority to subcommittees consisting of one or more Audit Committee members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services provided that the decisions of such subcommittee to grant preapprovals are presented to the full Audit Committee at its next scheduled meeting.

In April 2009, the Board of Directors appointed CCR LLP to be principal accountant for Cyalume and engaged them to perform the 2009 audit for Cyalume. In April 2010 the Board of Directors engaged CCR LLP to perform the 2010 audit of Cyalume. The Audit Committee periodically meets with management and CCR LLP to discuss audit and accounting topics and to review quarterly and annual financial reports.

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)   (1)  Financial statements filed as part of this report

Consolidated Statements of Operations
               Consolidated Balance Sheets
     Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income (Loss)
               Consolidated Statements of Cash Flows

(2)Financial statement schedule filed as part of this report
               Schedule II – Valuation and Qualifying Accounts

(b)       Exhibits
 
 
21

 
 
Exhibit
Number
 
Description
2.1
 
Stock Purchase Agreement dated February 14, 2008 by and among Vector Intersect Acquisition Corporation, as the Parent, Cyalume Acquisition Corp., a Delaware corporation, as the Purchaser, Cyalume Technologies, Inc. and GMS Acquisition Partners Holdings, LLC. (1)
2.2
 
Amendment No. 1 to Stock Purchase Agreement, dated October 22, 2008. (2)
2.3
 
Amendment No. 2 to Stock Purchase Agreement, dated December 17, 2008. (3)
2.4
 
Amendment No. 3 to Stock Purchase Agreement, dated December 18, 2008. (3)
3.1
 
Fifth Amended and Restated Certificate of Incorporation. (3)
3.2
 
By-laws. (4)
4.1
 
Specimen Common Stock Certificate. (4)
4.2
 
Specimen Unit Certificate. (4)
4.3
 
Specimen Warrant Certificate. (4)
4.4
 
Form of Unit Purchase Option to be granted to the representative. (4)
10.1
 
Form of Stock Escrow Agreement among the Registrant, American Stock Transfer & Trust Company and the Initial Stockholders. (4)
10.2
 
Form of Registration Rights Agreement among the Registrant, the Initial Stockholders and the Private Placement Purchasers. (4)
10.3
 
Employment Agreement with Derek Dunaway dated June 2, 2009. (5)
10.4
 
Employment Agreement with Michael Bielonko dated June 2, 2009. (5)
10.5
 
Employment Agreement with Thomas McCarthy dated June 2, 2009. (5)
10.6
 
Employment Agreement with Tomas Ogas dated May 14, 2009. (5)
10.7
 
Employment Agreement with Earl Cranor dated July 17, 2009. (6)
10.8
 
TD Bank First Amendment to Credit Agreement and Limited Waiver dated September 11, 2009. (7)
10.9
 
TD Bank Second Amendment to Credit Agreement and Limited Waiver dated December 7, 2009. (8)
10.10
 
Supply Agreement between Cyalume Technologies, Inc. (f/k/a Omniglow Corporation) and LC Ind., Inc., dated June 2004 (confidential treatment has been requested for certain portions of this agreement which have been redacted). (9) (Exhibit 10.21).
10.11
 
Supply Agreement between Cyalume Technologies S.A. and NATO Maintenance and Supply Agency dated July 28, 2008 (confidential treatment has been requested for certain portions of this agreement which have been redacted).(9) (Exhibit 10.22).
10.12
 
Supplemental Agreement No. 1, dated July 28, 2008, to the  Supply Agreement between Cyalume Technologies S.A. and NATO Maintenance and Supply Agency dated July 28, 2008 (confidential treatment has been requested for certain portions of this agreement which have been redacted). (9) (Exhibit 10.23).
10.13
 
Supply Agreement between Cyalume Technologies S.A. and NATO Maintenance and Supply Agency dated August 20, 2008 (confidential treatment has been requested for certain portions of this agreement which have been redacted). (9) (Exhibit 10.24).
10.14
 
Supplemental Agreement No. 2, dated October 6, 2008, to the  Supply Agreement between Cyalume Technologies S.A. and NATO Maintenance and Supply Agency dated July 28, 2008 (confidential treatment has been requested for certain portions of this agreement which have been redacted).(9) (Exhibit 10.25).
10.15
 
Supplemental Agreement No. 3, dated October 6, 2008, to the  Supply Agreement between Cyalume Technologies S.A. and NATO Maintenance and Supply Agency dated  July 28, 2008 (confidential treatment has been requested for certain portions of this agreement which have been redacted). (9) (Exhibit 10.26).
 
 
22

 
 
10.16
 
Supply Agreement between Cyalume Technologies, Inc. and the U.S. Department of Defense, dated January 22, 2010 (confidential treatment has been requested for certain portions of this agreement which have been redacted). (9) (Exhibit 10.27).
10.17
 
Cyalume Technologies Holdings, Inc. 2009 Omnibus Securities and Incentive Plan. (10)
10.18
 
Subordinated Loan Agreement dated as of July 29, 2010 among Cyalume Technologies, Inc., Cyalume Technologies Holdings, Inc., the Lenders and other financial institutions or other entities from time to time parties thereto and Granite Creek Partners Agent, LLC as Agent. (11)
10.19
 
Subordinated Security and Pledge Agreement dated as of July 29, 2010 between Cyalume Technologies, Inc. and Granite Creek Partners Agent, LLC. (11)
10.20
 
Subordinated Guaranty Agreement dated as of July 29, 2010 entered into by Cyalume Technologies Holdings, Inc. for the benefit of Granite Creek Partners Agent, LLC. (11)
10.21
 
Subordinated Stock Pledge Agreement dated as of July 29, 2010 entered into by Cyalume Technologies Holdings, Inc. (11)
10.22
 
Amended and Restated Revolving Credit and Term Loan Agreement dated as of July 29, 2010 among Cyalume Technologies, Inc., Cyalume Technologies Holdings, Inc., the Lenders and the other financial institutions or other entities from time to time parties thereto and TD Bank, N.A., a national banking association, as Agent and as Lender. (11)
10.23
 
Form of Warrant issued to Granite Creek FlexCap I, L.P. (11)
10.24
 
Form of Warrant issued to Patriot Capital II, LP. (11)
10.25
 
Registration Rights Agreement between CTHI and Granite Creek FlexCap I, L.P. (11)
10.26
 
Registration Rights Agreement between CTHI and Patriot Capital II, LP. (11)
10.27
 
Extension of deadline (contained in the TD Bank Second Amendment to Credit Agreement and Limited Waiver dated December 7, 2009) to receive at least $3.0 million in new subordinated debt or from an equity offering from April 30, 2010 to June 30, 2010. (12)
10.28
 
Extension of deadline (contained in the TD Bank Second Amendment to Credit Agreement and Limited Waiver dated December 7, 2009) to receive at least $3.0 million in new subordinated debt or from an equity offering from June 30, 2010 to July 31, 2010. (13)
18.1
*
Letter from our independent registered public accounting firm regarding our change in the annual date on which we test goodwill for impairment.
21.1
*
Subsidiaries of the Registrant.
23.1
*
Consent of CCR, LLP
31.1
*
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
*
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
*
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)
Incorporated by reference to the Current Report on Form 8-K dated February 14, 2008 and filed with the Commission February 21, 2008.
(2) 
Incorporated by reference to the Current Report on Form 8-K dated October 22, 2008 and filed with the Commission November 4, 2008.
(3)
Incorporated by reference to the Current Report on Form 8-K dated December 17, 2008 and filed with the Commission December 23, 2008.
(4)
Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-127644) filed August 18, 2005.
(5)
Incorporated by reference to the Current Report on Form 8-K dated May 14, 2009 and filed with the Commission June 4, 2009.
(6)
Incorporated by reference to the Current Report on Form 8-K dated July 17, 2009 and filed with the Commission July 22, 2009.
(7)
Incorporated by reference to the Current Report on Form 8-K dated September 11, 2009 and filed with the Commission September 23, 2009.
(8)
Incorporated by reference to the Current Report on Form 8-K dated December 17, 2009 and filed with the Commission December 18, 2009.
(9)
Incorporated herein by reference to the exhibits to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2009 filed with the Commission on March 22, 2010. The number given in parenthesis indicates the corresponding exhibit number in such Form 10-K.
(10)
Incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed on April 30, 2009.
(11)
Incorporated by reference to the Current Report on Form 8-K dated July 29, 2010 and filed with the Commission August 3, 2010.
(12)
Incorporated by reference to the Current Report on Form 8-K dated April 30, 2010 and filed with the Commission May 6, 2010.
(13)
Incorporated by reference to the Current Report on Form 8-K dated June 30, 2010 and filed with the Commission July 8, 2010.
*
Filed herewith.

 
23

 
 
INDEX TO FINANCIAL STATEMENTS

 Cyalume Technologies Holdings, Inc.

 Years ended December 31, 2010 and 2009

 
Page
   
Report of Independent Registered Public Accounting Firm
F-2
   
Consolidated Financial Statements :
 
   
Consolidated Statements of Operations
F-3
   
Consolidated Balance Sheets
F-4
   
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income (Loss)
F-5
   
Consolidated Statements of Cash Flows
F-6
   
Notes to Consolidated Financial Statements
F-7
   
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule
S-1
   
Schedule II—Valuation and Qualifying Accounts
S-2
   
Signatures
S-3

 
F-1

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and
Stockholders of Cyalume Technologies Holdings, Inc.
 
We have audited the accompanying consolidated balance sheets of Cyalume Technologies Holdings, Inc. and Subsidiary (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income (loss), and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cyalume Technologies Holdings, Inc. and Subsidiary as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ CCR LLP

Glastonbury, Connecticut
March 25, 2011
 
 
F-2

 
 
Cyalume Technologies Holdings, Inc.
Consolidated Statements of Operations
(in thousands, except shares and per share information)

   
For the Year
   
For the Year
 
   
Ended
   
Ended
 
   
December 31,
   
December 31,
 
   
2010
   
2009
 
Revenues
  $ 38,024     $ 32,201  
Cost of goods sold
    18,857       18,817  
Gross profit
    19,167       13,384  
                 
Other expenses (income):
               
Sales and marketing
    3,471       3,171  
General and administrative
    5,520       4,917  
Research and development
    1,663       1,464  
Interest expense, net
    2,559       2,644  
Interest expense – related party
    66       61  
Amortization of intangible assets
    1,794       3,497  
Goodwill impairment loss
          12,456  
Other intangible asset impairment losses
          25,624  
Other (income) losses, net
    (184 )     52  
Total other expenses
    14,889       53,886  
                 
Income (loss) before income taxes
    4,278       (40,502 )
Provision for (benefit from) income taxes
    1,665       (6,880 )
Net income (loss)
  $ 2,613     $ (33,622 )
                 
Net income (loss) per common share:
               
Basic
  $ .17     $ (2.21 )
Diluted
  $ .15     $ (2.21 )
                 
Weighted average shares used to compute net income (loss) per common share:
               
Basic
    15,483,243       15,241,416  
Diluted
    16,806,275       15,241,416  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-3

 
 
Cyalume Technologies Holdings, Inc.
Consolidated Balance Sheets
(in thousands, except shares and per share information)
 
   
December 31,
   
December 31,
 
   
2010
   
2009
 
Assets
           
Current assets:
           
Cash
  $ 4,086     $ 2,003  
Accounts receivable, net of allowance for doubtful accounts of $62 and $239, respectively
    1,925       3,319  
Inventories, net
    9,920       9,320  
Income taxes refundable
          294  
Deferred income taxes
    931       682  
Prepaid expenses and other current assets
    429       382  
Total current assets
    17,291       16,000  
                 
Property, plant and equipment, net
    8,509       8,384  
Goodwill
    51,244       51,244  
Other intangible assets, net
    20,912       22,548  
Other noncurrent assets
    286       67  
Total assets
  $ 98,242     $ 98,243  
                 
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Lines of credit
  $     $ 3,200  
Current portion of notes payable
    1,453       6,940  
Accounts payable
    2,185       3,222  
Accrued expenses
    2,362       2,069  
Notes payable and advance due to related parties
          9  
Income tax payable
    700        
Total current liabilities
    6,700       15,440  
                 
Notes payable, net of current portion
    22,715       18,874  
Notes payable due to related parties, net of current portion
    1,131       1,065  
Deferred income taxes
    8,147       7,105  
Derivatives
    365       69  
Asset retirement obligation
    166       158  
Total liabilities
    39,224       42,711  
  
               
Commitments and contingencies
           
                 
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 shares authorized; 15,748,570and 15,405,570 issued and outstanding, respectively
    16       15  
Additional paid-in capital
    89,452       87,926  
Accumulated deficit
    (29,780 )     (32,393 )
Accumulated other comprehensive loss
    (670 )     (16 )
Total stockholders’ equity
    59,018       55,532  
Total liabilities and stockholders' equity
  $ 98,242     $ 98,243  

The accompanying notes are an integral part of these consolidated financial statements.

 
F-4

 

Cyalume Technologies Holdings, Inc.
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income (Loss)
(in thousands, except shares)

                       
Retained
   
Accumulated
             
   
Common Stock
   
Additional
   
Earnings
   
Other
   
Total
       
   
Number
         
Paid-In
   
(Accumulated
   
Comprehensive
   
Stockholders’
   
Comprehensive
 
   
of Shares
   
Amount
   
Capital
   
Deficit)
   
Loss
   
Equity
   
Income (Loss)
 
Balance at December 31, 2008
    13,719,035     $ 14     $ 87,348     $ 1,229     $ (281 )   $ 88,310        
Exercise of warrants
    5,500             27                   27     $  
Exercise of warrants - cashless
    1,614,788       1       (1 )                        
Common stock repurchased
    (32,903 )           (263 )                 (263 )      
Common stock awarded and issued for Acquisition-related services
    75,000             225                   225        
Common stock issued to extinguish notes payable
    17,150             82                   82        
Share-based compensation expense – no shares issued
                500                   500        
Share-based compensation expense – common stock issued to non-employee consultant
    7,000             25                   25        
Stock registration costs
                (17 )                 (17 )      
Foreign currency translation adjustments
                            206       206       206  
Unrealized gain on cash flow hedges, net of taxes of $35
                            59       59       59  
Net loss
                      (33,622 )           (33,622 )     (33,622 )
Comprehensive loss
                                      $ (33,357 )
Balance at December 31, 2009
    15,405,570     $ 15     $ 87,926     $ (32,393 )   $ (16 )   $ 55,532          
Share-based compensation expense
    298,000             1,181                   1,181     $  
Common stock issued to pay accounts payable
    45,000       1       145                   146        
Warrants issued in conjunction with convertible debt
                200                   200        
Foreign currency translation adjustments
                            (486 )     (486 )     (486 )
Unrealized loss on cash flow hedges, net of taxes of $100
                            (168 )     (168 )     (168 )
Net income
                      2,613             2,613       2,613  
Comprehensive income
                                      $ 1,959  
Balance at December 31, 2010
    15,748,570     $ 16     $ 89,452     $ (29,780 )   $ (670 )   $ 59,018          

The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-5

 
 
Cyalume Technologies Holdings, Inc.
Consolidated Statements of Cash Flows
(in thousands)

   
For the Year
   
For the Year
 
   
Ended
   
Ended
 
   
December 31,
   
December 31,
 
   
2010
   
2009
 
Cash flows from operating activities:
           
Net income (loss)
  $ 2,613     $ (33,622 )
Adjustments to reconcile net income (loss) to net cash  provided by operating activities:
               
Goodwill impairment loss
          12,456  
Other intangible asset impairment losses
          25,624  
Depreciation of property, plant and equipment
    833       645  
Amortization
    2,142       4,503  
Provision for deferred income taxes
    948       (7,211 )
Stock-based compensation expense
    1,181       525  
Provision for inventory obsolescence
    106       473  
Other non-cash expenses
    315       246  
Changes in operating assets and liabilities:
               
Accounts receivable
    1,295       178  
Inventories
    (846 )     961  
Prepaid expenses and other current assets
    2       (130 )
Accounts payable and accrued liabilities
    (561 )     (588 )
Income taxes payable, net
    976       401  
Net cash provided by operating activities
    9,004       4,461  
                 
Cash flows from investing activities:
               
Proceeds from disposal of long-lived assets
    207        
Purchases of long-lived assets
    (1,626 )     (958 )
Purchase of CTI common stock
          (43 )
Net cash used in investing activities
    (1,419 )     (1,001 )
                 
Cash flows from financing activities:
               
Net repayment of line of credit
    (3,200 )     (300 )
Proceeds from long-term notes payable and warrants
    7,942        
Principal payments on long-term notes payable
    (9,890 )     (3,621 )
Payments to reacquire and retire common stock
          (1,386 )
Net payments of debt issue costs
    (271 )     (140 )
Stock registration costs
          (17 )
Proceeds from exercises of warrants
          27  
Net cash used in financing activities
    (5,419 )     (5,437 )
                 
Effect of exchange rate changes on cash
    (83 )     28  
Net increase (decrease) in cash
    2,083       (1,949 )
Cash, beginning of period
    2,003       3,952  
Cash, end of period
  $ 4,086     $ 2,003  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-6

 
Cyalume Technologies Holdings, Inc.
Notes to Consolidated Financial Statements

1.
BACKGROUND AND DESCRIPTION OF BUSINESS

These consolidated financial statements and footnotes include the financial position and operations of Cyalume Technologies Holdings, Inc. (“Cyalume”), a holding company that owns 100% of the stock of Cyalume Technologies, Inc. (“CTI”). CTI is the sole shareholder of Cyalume Technologies, SAS or “CTSAS”.

CTI and CTSAS manufacture and sell chemiluminescent products and reflective and photoluminescent materials to military, ammunition, commercial and public safety markets. CTSAS is geographically located in France and represents us in certain international markets, primarily Europe and the Middle East. CTI sells to customers in all other geographic markets.

The accompanying consolidated financial statements include the accounts of Cyalume, CTI and CTSAS and are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated in consolidation.

2.
SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain prior year amounts have been reclassified to conform to the 2010 presentation.

Foreign Operations

The accounting records of CTSAS are maintained in Euros, their local and functional currency. Revenue and expense transactions are translated to U.S. dollars using the average exchange rate of the month in which the transaction took place. Assets and liabilities are translated to U.S. dollars using the exchange rate in effect as of the balance sheet date. Equity transactions are translated to U.S. dollars using the exchange rate in effect as of the date of the equity transaction. Translation gains and losses are reported as a component of accumulated other comprehensive income or loss within stockholders’ equity. Gains and losses resulting from transactions which are denominated in other than the functional currencies are reported as other income or loss in the statement of operations in the period the gain or loss occurred.

Comprehensive Income (Loss)

Comprehensive income (loss)accounts for changes in stockholders’ equity resulting from non-stockholder sources. All transactions that would cause comprehensive income (loss) to differ from net income (loss) have been recorded and disclosed and relate to (i) the translation of the accounts of our foreign subsidiary and (ii) the effective portion of activities designated as hedges for hedge accounting purposes.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates are used when accounting for certain items such as reserves for inventory, accounts receivable and deferred tax assets; assessing the carrying value of intangible assets including goodwill; determining the useful lives of property, plant and equipment and intangible assets; and in determining asset retirement obligations. Estimates are based on historical experience, where applicable, and assumptions that we believe are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.
 
Fair Value Measurements

Under U.S. GAAP, we are required to record certain financial assets and liabilities at fair value and may choose to record other financial assets and financial liabilities at fair value as well. Also under U.S. GAAP, we are required to record nonfinancial assets and liabilities at fair value due to events that may or may not recur in the future, such as an impairment event. When we are required to record such assets and liabilities at fair value, that fair value is estimated using an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. That fair value is determined based on significant inputs contained in a fair value hierarchy as follows:

 
F-7

 

 Level 1
Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date.

 Level 2
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 Level 3
Unobservable inputs for the asset or liability.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

As of December 31, 2010 and 2009, the only assets and liabilities required to be measured at fair value on a recurring basis were the interest rate swaps and currency forward contracts described in Note 14,both of which are measured at fair value using level 2 inputs.

We have other financial instruments, such as cash, accounts receivable, accounts payable, accrued expenses and long-term debt, whose carrying amounts approximate fair value.

Accounts Receivable

Accounts receivable are recorded at the aggregate unpaid amount less any allowance for doubtful accounts. The allowance is based on historical bad debt experience and the specific identification of accounts deemed uncollectible. We determine an account receivable’s delinquency status based on its contractual terms. Interest is not charged on outstanding balances. Accounts are written-off only when all methods of recovery have been exhausted. We control credit risk through initial credit evaluations and approvals, credit limits, and monitoring procedures. We perform ongoing credit evaluations of customers, but do not require collateral to secure accounts receivable.

Inventories

Inventories are stated at the lower of cost (on a first-in first-out (“FIFO”) method) or net realizable value. We periodically review the realizability of inventory. Provisions are recorded and reserves are established for potential obsolescence. Determining adequate reserves for inventory obsolescence requires management’s judgment. Conditions impacting the realizability of inventory could cause actual write-offs to be materially different than reported inventory reserve balances.
 
Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is computed under the straight-line method over the estimated useful lives of four to eight years for equipment and 30 years for buildings and improvements.
 
Goodwill

Goodwill is deemed to have an indefinite life and accordingly, is not subject to annual amortization. Goodwill is subject to annual impairment reviews, and, if conditions warrant, interim reviews based upon its estimated fair value. Impairment charges, if any, are recorded in the period in which the impairment is determined. In 2010, we changed our annual impairment review date from December 31 to August 31. See Note 6 for a description of our goodwill impairment analysis.

Intangible Assets

Intangible assets are amortized over their estimated useful lives.  Costs associated with renewing or extending the terms associated with the intangible assets are expensed as incurred.  Costs to third parties that are related to internally developing or successfully defending an intangible asset are capitalized as part of the intangible asset developed or defended and amortized over that asset’s useful life. Such costs to third parties that are related to patent applications that are ultimately rejected by the relevant government authority are expensed upon rejection. The useful lives used for amortization of intangible assets are as follows:

 
F-8

 

 
Useful life (in years)
Patents and developed technologies
See (1)
Purchased customer relationships
13
Trademarks and trade names
Indefinite life (2)
Non-compete agreements
2

 
(1)
Each patent has its own legal expiration date and therefore its own useful life. Generally, our patents’ legal lives begin when the related patent application is filed with the relevant government authority and ends 20 years thereafter. We begin amortizing patent costs incurred when the relevant government authority approves the related patent. Patents recorded as of December 31, 2010 will expire in years 2012 through 2027.

 
(2)
Trademarks and trade names, like goodwill, are deemed to have an indefinite life and accordingly, are not subject to annual amortization. Trademarks and trade names are subject to annual impairment reviews, and, if conditions warrant, interim reviews based upon their estimated fair value. Impairment charges, if any, are recorded in the period in which the impairment is determined. In 2010, we changed our annual impairment review date from December 31 to August 31. Our annual impairment review as of August 31, 2010 indicated that no impairment of trademarks or trade nameshad occurred. As of December 31, 2009, we recorded an impairment loss of $5.9 million based on our impairment review as of that date.

Long-Lived Assets

Long-lived assets, such as intangible assets (except for trademarks and trade names) and property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Such reviews are based on a comparison of the asset’s undiscounted cash flows to the recorded carrying value for the asset. If the asset’s recorded carrying value exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset, the asset is written-down to its estimated fair value. To estimate that fair value, we will use the most appropriate valuation technique for the circumstances and for which sufficient data is available.

Impairment charges, if any, are recorded in the period in which the impairment is determined. In the event of an impairment charge, the identifiable assets’ post-impairment carrying value will continue to be amortized or depreciated over their useful lives and be reviewed periodically for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. As of December 31, 2009, we recorded an impairment loss of $19.7 million based on our impairment review of purchased customer relationships as of that date.

Debt Issuance Costs

Costs paid to lenders to obtain financing are presented as discounts on the related debt and are amortized to interest expense over the term of the related financing, using the effective interest method (unless the financing is a line of credit, in which case the straight-line method is used). Such costs paid to third parties are presented as assets and are amortized to interest expense in the same manner as costs paid to lenders.

Derivatives

Derivatives are recorded at their fair value as of the balance sheet date. On the consolidated statement of cash flows, cash flows from derivative instruments accounted for as cash flow hedges are classified in the same category as the cash flows from the items being hedged.

Common Stock Purchase Warrants

Common stock purchase warrants issued and currently outstanding are recorded at their initial fair value and reported in stockholders’ equity as increases to additional paid-in capital. These warrants are reported as equity, rather than liabilities, since (i) the warrants may not be net-cash settled, (ii) the warrant contract limits the number of shares to be delivered in a net-share settlement and (iii) we have sufficient unissued common shares available to settle outstanding warrants. Subsequent changes in fair value from the warrants’ initial fair value are not recognized as long as the warrants continue to merit classification as equity.

Revenue Recognition

Revenue from the sale of products is recognized when the earnings process is complete and the risks and rewards of ownership have transferred to the customer. Depending on the terms of the individual sales arrangement with our customer, sales are recognized at either the shipping point or upon receipt by the customer. Costs and related expenses to manufacture the products are recorded as costs of goods sold when the related revenue is recognized.
 
 
F-9

 
 
We have several significant contracts providing for the sale of indefinite quantities of items at fixed per unit prices, subject to adjustment for certain economic factors. Revenue under these contracts is recognized when goods ordered under the contracts are received by the customer. Whenever costs change, we review the pricing under these contracts to determine whether they require the sale of products at a loss. To date, we have no loss contracts which would require the accrual of future losses in the current financial statements.

Taxes Collected from Customers

Sales taxes collected from customers are not considered revenue and are included in accounts payable and accrued expenses until remitted to the taxing authorities.

Shipping and Handling Costs

Outbound shipping and handling costs are included in sales and marketing expenses in the accompanying consolidated statements of operations. These costs were $411,000 and $361,000 for the years ended December 31, 2010 and 2009, respectively.

Advertising Costs

Advertising costs are expensed as incurred and are included in sales and marketingexpenses in the accompanying consolidated statements of operations. Advertising expense was $81,000 and $37,000 for the years ended December 31, 2010 and 2009, respectively.

Stock-Based Compensation

We incur stock-based compensation related to awards of common stock, restricted common stock and options to employees and non-employees. Those awards are measured at their fair value on the date the award is granted and are recognized in our consolidated financial statements over the period the grantee is required to provide services in exchange for the award. When recognized as an expense, the fair value of the award, less estimated forfeitures, is recognized on a straight-line basis over the award service period; if there is no such service period, then the entire fair value of the award is recognized as expense on the grant date. See Note 17for further information regarding stock-based compensation awards and related valuation assumptions and expenses.

Income Taxes

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are recognized when, based upon available evidence, realization of the assets is more likely than not.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Our 2007 through 2010 tax years remain subject to examination by federal, Massachusetts and New Jersey tax authorities. CTI’s tax years 2007 through 2010 remain subject to examination by federal and various state tax jurisdictions. CTSAS’ tax years 2006 through 2010 remain subject to examination as the French tax authorities have completed audits of CTSAS’ 2004 and 2005 tax years.

We classify interest on tax deficiencies as interest expense and income tax penalties as other miscellaneous expenses.  For the years ended December 31, 2010 and 2009, interest expense and penalties relating to tax deficiencies were not significant.

 
F-10

 

Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted net income per common share is computed by dividing net income by the weighted average number of common shares and dilutive potential common share equivalents then outstanding. Potential common share equivalents consist of (i) shares issuable upon the exercise of warrants and options (using the “treasury stock” method), (ii) unvested restricted stock awards (using the “treasury stock” method) and (iii) shares issuable upon conversion of convertible notes (see Note 11’s “Subordinated Debt” section) using the “if-converted” method.
 
   
Year Ended December 31,
 
   
2010
   
2009
 
Basic:
           
Net income (loss) (in thousands)
  $ 2,613     $ (33,622 )
Weighted average shares
    15,483,243       15,241,416  
Basic income (loss) per common share
  $ .17     $ (2.21 )
Diluted:
               
Net income (loss) (in thousands)
  $ 2,613     $ (33,622 )
Adjustments to net income (loss) assuming convertible notes payable are converted to common stock:
               
Reversal of interest expense on convertible notes payable (in thousands)
    406        
Write off of unamortized costs of issuing convertible notes payable (in thousands)
    (854 )      
Adjustments’ estimated effect on provision for income taxes (in thousands)
    274
(2)
     
Income (loss) available to common stockholders for diluted net income (loss) per common share (in thousands)
    2,439       (33,622 )
Weighted average shares
    15,483,243       15,241,416  
Effect of dilutive securities
    1,323,032      
(1)
Weighted average shares, as adjusted
    16,806,275       15,241,416  
Diluted income (loss) per common share
  $ .15     $ (2.21 )

 
(1)
Since we experienced a loss during this period, common shares issuable upon exercise of convertible securities were excluded from the loss per share calculation because the effect would be antidilutive.

 
(2)
Assumes an effective tax rate of approximately 39%.

The following potentially dilutive common share equivalents were excluded from the calculation of diluted net income per common share because their effect was antidilutive for each of the periods presented:

   
Year Ended December 31,
 
   
2010
   
2009
 
Options and warrants
   
6,420,756
   
6,190,756
 

Segments

We operate in a single segment as defined under U.S. GAAP .

Recent Accounting Pronouncements

The following are recent accounting pronouncements that have affected our consolidated financial statements or may affect them in the future.

 
F-11

 

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements , to amend existing guidance in FASB Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures , to expand and clarify existing disclosures regarding recurring and nonrecurring fair value measurements. The amendments in ASU 2010-06 were effective on January 1, 2010. The adoption of this ASU did not have an impact on our consolidated financial statements.

In December 2010, the FASB issued ASU 2010-28, Intangibles-Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts . The update requires a company to perform Step 2 of the goodwill impairment test if the carrying value of the reporting unit is zero or negative and adverse qualitative factors indicate that it is more likely than not that a goodwill impairment exists. The qualitative factors to consider are consistent with the existing guidance and examples in Topic 350, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The requirements in ASU 2010-28 are effective for public companies in the first annual period beginning after December 15, 2010. ASU 2010-28 is not expected to materially impact our consolidated financial statements.

In December 2010, the FASB issued ASU 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations . ASU 2010-29 specifies that when a public company completes a business combination, the company should disclose revenue and earnings of the combined entity as though the business combination occurred as of the beginning of the comparable prior annual reporting period. The update also expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the pro forma revenue and earnings. The requirements in ASU 2010-29 are effective for business combinations that occur on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. We will apply the provisions of ASU 2010-29 on a prospective basis.

In April 2010, the FASB issued Accounting Standards Update 2010-17 (ASU 2010-17), Revenue Recognition (Topic 605): Milestone Method .  ASU 2010-17 provides guidance on applying the milestone method of revenue recognition in arrangements with research and development activities. ASU 2010-17 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Although we are still evaluating the impact of this standard, we do not expect its adoption to have a material impact on our financial position or the results of our operations.
 
3.
INVENTORIES

Inventories consist of the following (all amounts in thousands):

   
2010
   
2009
 
Raw materials
  $ 5,539     $ 4,887  
Work-in-process
    3,356       3,439  
Finished goods
    1,227       1,903  
      10,122       10,229  
Less: Reserve for obsolescence
    (202 )     (909 )
    $ 9,920     $ 9,320  

Inventory reserves declined as obsolete inventory was disposed. Provision for potential obsolescence was $106,000 and $473,000 for the years ended December 31, 2010 and 2009, respectively. Such provisions are reported as adjustments to cost of goods sold in the accompanying consolidated statements of operations.

4.
PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following (all amounts in thousands):

   
2010
   
2009
 
Value added taxes receivable
  $ 37     $ 44  
Prepaid expenses
    268       253  
Currency forward contracts
          22  
Debt issuance costs, current portion
    111       58  
Other
    13       5  
    $ 429     $ 382  

 
F-12

 

5.
PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following (all amounts in thousands):

   
2010
   
2009
 
Land
  $ 1,279     $ 1,491  
Building and improvements
    3,003       2,984  
Machinery and equipment
    5,710       4,574  
      9,992       9,049  
Less: accumulated depreciation
    (1,483 )     (665 )
    $ 8,509     $ 8,384  

6.
GOODWILL

Goodwill represents the excess of the cost of acquiring CTI and CTSAS in 2008 over the net fair value assigned to the assets acquired and liabilities assumed. Changes in the carrying amount of goodwill in 2009 consist of the following (all amounts in thousands):
Balance on December 31, 2008
 
$
60,896
 
Finalization of the fair value of intangible assets due to the Acquisition
   
(2,024
)
Finalization of the fair value of property, plant & equipment due to the Acquisition
   
(372
)
Additional Acquisition costs recognized
   
435
 
Adjustments to deferred taxes associated with tangible and intangible asset valuations
   
4,677
 
Impairment loss
   
(12,353
)
Changes due to foreign currency translation adjustments
   
(15
)
Balance on December 31, 2009
   
51,244
 
Fiscal year 2010 changes
   
-
 
Balance on December 31, 2010
 
$
51,244
 

Goodwill is reviewed for impairment utilizing a two-step process. The first step of the impairment test requires the identification of the reporting units and comparison of the fair value of each of these reporting units to the respective carrying value to identify potential impairments. We have only one reporting unit: the consolidated company as a whole. If the carrying value of the reporting unit is less than its fair value, no impairment exists and the second step is not performed. If the carrying value of the reporting unit is higher than its fair value, the second step must be performed to compute the amount of the goodwill impairment, if any. In the second step, the impairment is computed by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized for the excess. We estimated fair value using the average market price of our common stock during the last 20 trading days of 2009. Based upon a comparison of fair value and carrying value, carrying value was higher than fair value and, accordingly, we performed the second and final step of the impairment analysis. The results of that final step indicated that goodwill was impaired by $12.4 million as of December 31, 2009, including the 100% impairment of CTSAS’ goodwill of € 3.8 million. Note that this $12.4 million goodwill impairment loss is less than the $12.5 million goodwill impairment loss per our consolidated statement of operations for the year ended December 31, 2009 due the conversion of CTSAS’ € 3.8 million goodwill impairment loss to U.S. dollars using different exchange rates for balance sheet and for expense account balances in accordance with our policy for translating CTSAS’ accounting records into U.S. Dollars (see Note 2’s “Foreign Operations” section). The goodwill impairment was caused by two main factors: (i) a significant decrease in the market price of our common stock and (ii) a decrease in revenues forecasted as of December 31, 2009 versus revenues forecasted as of the Acquisition date.

Our annual impairment review as of August 31, 2010 indicated that no further impairment of goodwill had occurred.

 
F-13

 
 
7.
OTHER INTANGIBLE ASSETS

Intangible assets as of December 31, 2010 consist of the following (all amounts in thousands):
 
   
Cost (1)
   
Accumulated
Amortization
   
Net Book Value
 
Developed technologies, including patents
  $ 12,972     $ 2,497     $ 10,475  
Trademarks and trade names
    5,332             5,332  
Purchased customer relationships
    7,753       2,648       5,105  
Non-compete agreements
    267       267        
    $ 26,324     $ 5,412     $ 20,912  

 
(1)
Cost is net of impairments of $5.9 million recorded in 2009.

Trademarks and trade names have indefinite lives and therefore, they are not amortized. Trademarks can be renewed without substantial cost. On average, trademarks renew in approximately 4 years. If trademark and trade names are not renewed, then expected future cash flows associated with trademarks and trade names could be adversely affected.

Amortization of intangible assets was $1.8 million and $3.5 million for the years ended December 31, 2010 and 2009, respectively.

During 2010, we capitalized $3,000 and $311,000 of costs paid to third parties to create or defend trademarks and patents, respectively. These costs have not yet begun to be amortized, but we expect the patent-related costs to be amortized over approximately 20 years.

We do not consider any intangible assets to have residual value.

The future amortization expense relating to intangible assets for the next five years and beyond is estimated at December 31, 2010 to be (all amounts in thousands):

Year Ending December 31,
     
2011
  $ 1,773  
2012
    1,773  
2013
    1,774  
2014
    1,774  
2015
    1,774  
Thereafter
    6,712  
    $ 15,580  

We review events and circumstances for indications of possible impairment of intangible assets annually. In 2009, during the second step of the goodwill impairment analysis discussed in Note 6, the following impairments of intangible assets were noted (all amounts in thousands):

Intangible Asset
 
Impairment Loss
 
Trademarks and trade names
  $ 5,885  
Purchased customer relationships
    19,739  
    $ 25,624  

Intangible assets that are not amortized, such as trademarks and trade names, are reviewed for impairment by comparing the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. We estimated the fair value of trademarks and trade names using the relief from royalty method, a variation of the income approach. The underlying assumption of this method is that in lieu of ownership, an entity would be willing to pay a royalty in order to exploit the related benefits of our trademarks and trade names. The present value of this royalty stream provides a useful indication of the fair value of our trademarks and trade names. Intangible assets that are amortized, such as purchased customer relationships, are reviewed for impairment by a two-step process. The first step is to determine if the intangible asset’s carrying amount is not recoverable. The carrying amount is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the intangible asset. If the carrying amount is not considered to be recoverable, then the carrying value is compared to the intangible asset’s fair value. If the carrying value exceeds the fair value, then an impairment loss is recognized in an amount equal to that excess. We estimated the fair value of purchased customer relationships using an income approach utilizing a discounted cash flow methodology, specifically the multi-period excess earnings method (also known as the residual cash flow method). Since the cash flows attributable to our purchased customer relationship asset stem from sales to a customer base that existed at the acquisition date, a forecast of cash flows consisting of only those customers was utilized.

 
F-14

 

These impairments were primarily caused by a decrease in revenues forecasted as of December 31, 2009 versus revenues forecasted as of the acquisition date.

Our annual impairment review as of August 31, 2010 indicated that no further impairment of other intangible assets had occurred.

8.
OTHER NONCURRENT ASSETS

Other noncurrent assets primarily consist of unamortized costs paid to third parties to obtain senior debt,a line of creditand convertible notes (“capitalized debt issuance costs”) that will be amortized to interest expense using the effective interest method during 2011 through 2014. Such costs were $272,000 and $65,000 as of December 31, 2010 and 2009, respectively.

Amortization of capitalized debt issuance costs was $75,000 and $53,000 for the years ended December 31, 2010 and 2009, respectively.

The future amortization expense for each of the five succeeding years and beyond relating to noncurrent capitalized debt issuance costs is (all amounts in thousands):

Year Ending December 31,
     
2011 (1)
  $  
2012
    118  
2013
    126  
2014
    28  
2015
     
    $ 272  

 
(1)
See Note 4 for the current portion of capitalized debt issuance costs of $111,000 to be amortized in 2011.

9.
ACCRUED EXPENSES

Accrued expenses consist of the following (all amounts in thousands):

   
2010
   
2009
 
Payroll
  $ 1,600     $ 1,199  
Interest
    166       277  
Professional fees
    148       218  
Other
    448       375  
    $ 2,362     $ 2,069  

10.
LINES OF CREDIT
 
We have a line of credit with a maximum borrowing capacity of $5.0 million with TD Bank N.A. (“TD Bank”). The amount we may borrow from this line of credit is dependent mainly on accounts receivable and inventory balances. Interest is payable monthly and is determined, at our discretion, based on (i) the Prime Rate, plus a margin percentage that is based on financial performance (not to be less than 6% in total) or (ii) an adjusted LIBOR rate (subject to a 2% interest rate floor), plus a margin percentage that is based on financial performance. The line of credit’s interest rate at December 31, 2010 was 6.25%. The line of credit expires on December 19, 2012. This line of credit is subject to (i) the same restrictive covenants and (ii) the same collateral and guarantees as the senior debt Term Loan and the senior debt Real Estate Loan described in Note 11. At December 31, 2010 and 2009, there were $0 and $3.2 million, respectively, in outstanding borrowings on this line of credit.

 
F-15

 

CTSAS has lines of credit with a combined maximum borrowing capacity of €1.1 million ($1.5 million as of December 31, 2010), under which there were no outstanding borrowings at December 31, 2010 and 2009. The lines’ interest rates are variable, based on the Euro Overnight Index Average and the 3-month Euro Interbank Offered Rate. The lines are collateralized by substantially all business assets of CTSAS. The lines have indefinite termination dates, but can be renegotiated periodically.

11.
NOTES PAYABLE

Outstanding notes payable consist of (all amounts in thousands):

   
2010
   
2009
 
Senior Debt Term Loan
  $ 12,435     $ 21,992  
Senior Debt Real Estate Loan
    2,054       2,386  
Subordinated Term Loan
    8,500       -  
Note payable Rodman & Renshaw
    2,135       1,972  
Total notes payable
    25,124       26,350  
Less: Unamortized debt issuance costs
    (956 )     (536 )
Less: Current portion of notes payable, including current portion of unamortized debt issuance costs
    (1,453 )     (6,940 )
Notes payable, net of current portion
  $ 22,715     $ 18,874  

Debt issuance costs will be amortized to interest expense using the effective interest method over the life of the loan.

Senior Debt

CTI has two loans payable to TD Bank, NA (“TD Bank”); a Term Loan and a Real Estate Loan, that were originally entered into on December 19, 2008, and which were amended and restated as of July 29, 2010.

The Term Loan was originally payable in monthly principal installments ranging from $319,000 to $468,000, plus monthly interest payments as described below, that commenced on February 1, 2009, plus a one-time principal payment of $3.0 million due on or before April 30, 2010. On July 29, 2010, in conjunction with the issuance of the Subordinated Term Loan (see discussion below) and the use of $7.2 million of the Subordinated Term Loan’s proceeds to reduce principal outstanding on the Term Loan, TD Bank modified the monthly principal installments to $148,000, beginning in February 2011, plus a one-time principal payment of $7.3 million due at maturity in December 2013.

Interest payments on 60% of the Term Loan’s principal balance are hedged using a pay-fixed, receive-variable interest rate swap to reduce exposure to changes in cash payments caused by changes in interest rates on the Term Loan. See Note 14for details on the interest rate swap. Interest on the 60% interest rate-swapped portion of the Term Loan is payable monthly and determined based on 1-month LIBOR, plus a margin percentage that is based on financial performance. The total interest rate on the swapped portion of the Term Loan was 6.53% at December 31, 2010. Interest on the remaining 40% of the Term Loan is also payable monthly and is determined based on 1-month LIBOR (subject to a 2% interest rate floor) plus a margin percentage that is based on financial performance. At December 31, 2010, the total interest rate on the portion of the Term Loan that was not subject to an interest rate hedging relationship was 6.0%. The Term Loan is collateralized by all of the assets of CTI (except CTI’s equity interests in CTSAS, of which only 65% is collateral of the Term Loan) and is guaranteed by Cyalume. The Term Loan requires various restrictive financial and nonfinancial covenants, such as maximum leverage ratios and limitations on capital expenditures and dividends, which we are in compliance with as of December 31, 2010.

Simultaneous with the $7.2 million repayment of a portion of the Term Loan, our interest rate swaps (see Note 14) were modified to incorporate this repayment since it was not anticipated in the original swap agreement. This allows us to continue to assume that these hedges meet the criteria for the shortcut method for assessing hedge effectiveness; therefore, the hedge is assumed to still be 100% effective.

The Real Estate Loan was originally payable in monthly principal installments of $10,000, plus monthly interest payments as described below, that commenced on February 1, 2009, plus a one-time principal payment of $1.9 million at maturity (December 19, 2013). In July 2010, we made an unscheduled $207,000 principal payment, which reduced our one-time principal payment due at maturity in December 2013 to $1.7 million.

 
F-16

 

Interest payments on the Real Estate Loan principal balance are hedged using a pay-fixed, receive-variable interest rate swap to reduce exposure to changes in cash payments caused by changes in interest rates on the Real Estate Loan. See Note 14for details on the interest rate swap. Interest is payable monthly and is determined based on 1-month LIBOR plus a margin percentage that is based on financial performance. The Real Estate Loan’s total interest rate at December 31, 2010 was 6.42%. The Real Estate Loan is secured by a mortgage of the real property (land and building) located in West Springfield, MA, and is guaranteed by Cyalume. The Real Estate Loan requires various restrictive financial and nonfinancial covenants, such as maximum leverage ratios and limitations on capital expenditures and dividends, which we are in compliance with as of December 31, 2010.

The TD Bank line of credit described in Note 10, the Term Loan and the Real Estate Loan are senior in payment priority to all other notes payable and lines of credit.

Subordinated Term Loan

On July 29, 2010 we issued a Subordinated Term Loan of $8.5 million to Granite Creek Partners Agent, LLC (Granite Creek) that matures March 19, 2014. Interest is payable monthly beginning September 1, 2010 at a rate of 11% per annum. No principal payments are required until maturity. We have the right to prepay the loan in whole or in part at any time without penalty. The Subordinated Term Loan ranks junior to all debt held by TD Bank, N.A. but senior to all other remaining long-term debt including existing and future subordinated debt. The Subordinated Term Loan is convertible at any time by Granite Creek into 2,666,667 shares of common stock at a conversion price of approximately $3.19 per share. Our common stock’s closing market price on December 31, 2010 was $4.05 per share; therefore the loan’s if-converted value of $10.8 million exceeds their unpaid principal balance by $2.3 million as of December 31, 2010. We determined that the convertible notes’ conversion feature was not a beneficial conversion feature under U.S. GAAP.

The Subordinated Term Loan principal of $8.5 million was used in the following manner (all amounts in thousands):

Principal amount of convertible notes
  $ 8,500  
Less: Debt issuance costs
    (558 )
Proceeds from convertible notes payable
    7,942  
Less amounts paid from proceeds from convertible notes:
       
Principal payment on Term Loan
    (7,200 )
Principal payment on line of credit
    (500 )
Debt issuance costs
    (50 )
Cash retained for operations
  $ 192  

Simultaneous with the issuance of the Subordinated Term Loan, we issued warrants to repay certain costs of obtaining the convertible notes. The warrants have a five-year term and allow the holder to purchase 160,000 shares of common stock at $2 per share through July 29, 2015. In accordance with U.S. GAAP, we allocated a portion of the $8.5 million gross proceeds from the issuance of the loan to the warrants based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants ($200,000) was recorded as a debt discount and an increase to additional paid-in capital on our consolidated balance sheet. The $200,000 debt discount will be amortized to interest expense using the effective interest method over the life of the convertible notes.

As of December 31, 2010, the carrying value of the Subordinated Term Loan was $7.6 million, computed as follows (all amounts in thousands):

Principal amount of loan
 
 $
8,500
 
Less: unamortized debt issuance costs
   
(858
)
   
 $
7,642
 

The amount of interest cost recognized during 2010 was $390,000 for the contractual interest coupon rate and $81,000 for the amortization of related debt issuance costs. The effective interest rate for the period was 14.2%.

Simultaneous with the issuance of the convertible notes, we amended our management agreement with Selway Capital, LLC (see Note 16).

 
F-17

 

Other Subordinated Third-Party Debt

We have a note payable that was entered into in December 2008 with Rodman & Renshaw, LLC related to underwriting services performed by them in 2007 and 2008. The note bears an interest rate of 8%, which is paid-in-kind (added to the unpaid principal balance of the note) quarterly. The note is unsecured and all principal and accrued interest is payable at maturity (June 30, 2014).

Future Minimum Payments

As of December 31, 2010, future minimum payments due for notes payable for each of the five succeeding years and beyond are as follows (all amounts in thousands):

Year Ending December 31,
   
2011
  $ 1,753  
2012
    1,901  
2013
    10,835  
2014
    10,635  
2015
     
Thereafter
     
      25,124  

Amortization of the debt discount was $273,000 and $230,000 for the years ended December 31, 2010 and 2009, respectively.

12.
NOTES PAYABLE TO RELATED PARTIES

We have unsecured notes payable to three stockholders (Messrs. Winston Churchill, Thomas Rebar and Wayne Weisman, partners of SCP Private Equity Management Company, LLC (“SCP”)). SCP also owns stock in Cyalume and three Directors are members of SCP. These notes payable are in principal amounts of $800,000, $100,000 and $100,000, respectively. Each note bears interest at 6%, which is calculated quarterly and paid in-kind (added to the unpaid principal balance). These notes are payable in one combined installment of $1.0 million, plus all paid-in-kind interest, on June 19, 2014.

During 2009, we repaid three notes payable to two stockholders (Messrs. Isaac Applbaum and Marc Abramowitz), along with all accrued interest, totaling $82,000, via the issuance of 17,150 common shares. Each note bore interest at 4% that was calculated on an annual basis.

13.
INCOME TAXES

Income taxes consisted of the following (all amounts in thousands):

   
Year Ended December 31,
 
   
2010
   
2009
 
Current:
           
Federal
  $     $  
State
           
Foreign
    717       331  
Deferred:
               
Federal
    648       (5,772 )
State
    384       (1,369 )
Foreign
    (84 )     (70 )
Provision for (benefit from) income taxes
  $ 1,665     $ (6,880 )

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The principal sources of these differences include the carrying value of identified intangible assets, inventories, fixed asset depreciation and certain accruals and reserves for financial statement purposes which are not deductible for tax purposes.

 
F-18

 

Deferred income tax assets and liabilities consist of the following (all amounts in thousands):

   
December 31, 2010
   
December 31, 2009
 
   
Current
   
Non-current
   
Current
   
Non-current
 
Deferred tax assets:
                       
Federal
  $ 1,575     $ 5,259     $ 2,274     $ 7,596  
State
    495       346       284       855  
Foreign
                       
Less: valuation allowance
          (4,062 )           (6,039 )
      2,070       1,543       2,558       2,412  
Deferred tax liabilities:
                               
Federal
    (887 )     (7,196 )     (1,494 )     (7,083 )
State
    (235 )     (1,841 )     (349 )     (1,658 )
Foreign
    (17 )     (653 )     (33 )     (776 )
      (1,139 )     (9,690 )     (1,876 )