UNITED
      STATESSECURITIES
      AND EXCHANGE COMMISSIONWashington,
      D.C. 20549





FORM
10-Q


(Mark
One)





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





For
the quarterly period ended June 30, 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, Massachusetts
              
              01089(Address
      of principal executive offices)
              
              (Zip
      Code)





(413)
858-2500


(Registrant's
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes 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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
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 Exchange Act). Yes  ̈    No x





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: As of August 2, 2010, there were
outstanding 15,729,070 shares of the registrant’s Common Stock, par value $.001
per share.







Cyalume Technologies
Holdings, Inc.





FORM
10-Q





INDEX




PART
      I—FINANCIAL INFORMATIONItem 1.
                
                Financial
      StatementsCondensed
      Consolidated Statements of Operations (unaudited) for the three months
      ended June 30, 2010 and 2009
                
                4Condensed
      Consolidated Statements of Operations (unaudited) for the six months ended
      June 30, 2010 and 2009
                
                5Condensed
      Consolidated Balance Sheets as of June 30, 2010 (unaudited) and
      December 31, 2009
                
                6Condensed
      Consolidated Statements of Changes in Stockholders' Equity and
      Comprehensive Income for the six months ended June 30, 2010
      (unaudited)
                
                7Condensed
      Consolidated Statements of Cash Flows (unaudited) for the six months ended
      June 30, 2010 and 2009
                
                8Notes
      to Condensed Consolidated Financial Statements (unaudited)
                
                9Item 2.
                
                Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                
                15Item 3.
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                18Item 4.
                
                Controls
      and Procedures
                
                18PART
      II—OTHER INFORMATIONItem 1.
                
                Legal
      Proceedings
                
                18Item 1A.
                
                Risk
      Factors
                
                19Item 2.
                
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                
                19Item 3.
                
                Defaults
      Upon Senior Securities
                
                19Item 4.
                
                [Removed
      and Reserved]
                
                19Item 5.
                
                Other
      Information
                
                19Item 6.
                
                Exhibits
                
                20Signatures
                
                21


2





PART I—FINANCIAL INFORMATION





The
statements contained in this quarterly report on Form 10-Q, including under
the section titled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and other sections of this quarterly 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 quarterly 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. 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.Unless the content
otherwise requires, all references to "we", "us", the “Company" or “Cyalume" in
this quarterly report on Form 10-Q refers to Cyalume Technologies Holdings,
Inc.


3


ITEM 1.
            Financial
      Statements





Cyalume
Technologies Holdings, Inc.


Condensed
Consolidated Statements of Operations


(in
thousands, except shares and per share information)


(Unaudited)





For
      the Three
                  
                  
                  For
      the ThreeMonths
      Ended
                  
                  
                  Months
      EndedJune
      30,
                  
                  
                  June
      30,2010
                  
                  
                  2009Revenues
                  
                  $
                  9,404
                  
                  
                  $
                  7,959Cost
      of goods sold
                  
                  
                  4,610
                  
                  
                  
                  4,575Gross
      profit
                  
                  
                  4,794
                  
                  
                  
                  3,384Other
      expenses (income):Sales
      and marketing
                  
                  
                  776
                  
                  
                  
                  746General
      and administrative
                  
                  
                  1,253
                  
                  
                  
                  1,377Research
      and development
                  
                  
                  351
                  
                  
                  
                  415Interest,
      net
                  
                  
                  635
                  
                  
                  
                  625Interest
      – related party
                  
                  
                  16
                  
                  
                  
                  15Amortization
      of intangible assets
                  
                  
                  456
                  
                  
                  
                  739Other,
      net
                  
                  
                  (81
                  )
                  
                  
                  19Total
      other expenses, net
                  
                  
                  3,406
                  
                  
                  
                  3,936Income
      (loss) before income taxes
                  
                  
                  1,388
                  
                  
                  
                  (552
                  )Provision
      for (benefit from) income taxes
                  
                  
                  357
                  
                  
                  
                  (57
                  )Net
      income (loss)
                  
                  $
                  1,031
                  
                  
                  $
                  (495
                  )Net
      income (loss) per common share:Basic
                  
                  $
                  .07
                  
                  
                  $
                  (.03
                  )Diluted
                  
                  $
                  .07
                  
                  
                  $
                  (.03
                  )Weighted
      average shares used to compute net income (loss) per common
      share:Basic
                  
                  
                  15,458,737
                  
                  
                  
                  15,333,160Diluted
                  
                  
                  15,505,764
                  
                  
                  
                  15,333,160





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


4


Cyalume
Technologies Holdings, Inc.


Condensed
Consolidated Statements of Operations


(in
thousands, except shares and per share information)


(Unaudited)





For
      the Six
                  
                  
                  For the
      SixMonths
      Ended
                  
                  
                  Months
      EndedJune
      30,
                  
                  
                  June
      30,2010
                  
                  
                  2009Revenues
                  
                  $
                  18,289
                  
                  
                  $
                  14,583Cost
      of goods sold
                  
                  
                  9,212
                  
                  
                  
                  8,436Gross
      profit
                  
                  
                  9,077
                  
                  
                  
                  6,147Other
      expenses (income):Sales
      and marketing
                  
                  
                  1,564
                  
                  
                  
                  1,531General
      and administrative
                  
                  
                  2,766
                  
                  
                  
                  2,602Research
      and development
                  
                  
                  733
                  
                  
                  
                  808Interest,
      net
                  
                  
                  1,300
                  
                  
                  
                  1,252Interest
      – related party
                  
                  
                  32
                  
                  
                  
                  29Amortization
      of intangible assets
                  
                  
                  912
                  
                  
                  
                  1,734Other,
      net
                  
                  
                  (91
                  )
                  
                  
                  63Total
      other expenses, net
                  
                  
                  7,216
                  
                  
                  
                  8,019Income
      (loss) before income taxes
                  
                  
                  1,861
                  
                  
                  
                  (1,872
                  )Provision
      for (benefit from) income taxes
                  
                  
                  669
                  
                  
                  
                  (604
                  )Net
      income (loss)
                  
                  $
                  1,192
                  
                  
                  $
                  (1,268
                  )Net
      income (loss) per common share:Basic
                  
                  $
                  .08
                  
                  
                  $
                  (.08
                  )Diluted
                  
                  $
                  .08
                  
                  
                  $
                  (.08
                  )Weighted
      average shares used to compute net income (loss) per common
      share:Basic
                  
                  
                  15,443,234
                  
                  
                  
                  14,956,448Diluted
                  
                  
                  15,513,433
                  
                  
                  
                  14,956,448





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


5


Cyalume Technologies
Holdings, Inc.


CondensedConsolidated Balance
Sheets


(in
thousands, except shares and per share information)





June
      30,2010
                            (unaudited)
                          
                          
                          December 31,
                            2009AssetsCurrent
      assets:Cash
                          
                          $
                          2,580
                          
                          
                          $
                          2,003Accounts
      receivable, net of allowance for doubtful accounts of $25 and $239 at June
      30, 2010 and December 31, 2009, respectively
                          
                          
                          3,145
                          
                          
                          
                          3,319Inventories,
      net
                          
                          
                          8,839
                          
                          
                          
                          9,320Income
      taxes refundable
                          
                          
                          —
                          
                          
                          
                          294Deferred
      income taxes
                          
                          
                          459
                          
                          
                          
                          682Prepaid
      expenses and other current assets
                          
                          
                          413
                          
                          
                          
                          382Total
      current assets
                          
                          
                          15,436
                          
                          
                          
                          16,000Property,
      plant and equipment, net
                          
                          
                          8,632
                          
                          
                          
                          8,384Goodwill
                          
                          
                          51,244
                          
                          
                          
                          51,244Other
      intangible assets, net
                          
                          
                          21,498
                          
                          
                          
                          22,548Other
      noncurrent assets
                          
                          
                          113
                          
                          
                          
                          67Total
      assets
                          
                          $
                          96,923
                          
                          
                          $
                          98,243Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Lines
      of credit
                          
                          $
                          2,700
                          
                          
                          $
                          3,200Current
      portion of notes payable
                          
                          
                          8,468
                          
                          
                          
                          6,940Accounts
      payable
                          
                          
                          2,818
                          
                          
                          
                          3,222Accrued
      expenses and other current liabilities
                          
                          
                          2,377
                          
                          
                          
                          2,069Advance
      due to related parties
                          
                          
                          9
                          
                          
                          
                          9Income
      taxes payable
                          
                          
                          313
                          
                          
                          
                          —Total
      current liabilities
                          
                          
                          16,685
                          
                          
                          
                          15,440Notes
      payable, net of current portion
                          
                          
                          15,469
                          
                          
                          
                          18,874Notes
      payable due to related parties
                          
                          
                          1,097
                          
                          
                          
                          1,065Deferred
      income taxes
                          
                          
                          6,997
                          
                          
                          
                          7,105Derivatives
                          
                          
                          310
                          
                          
                          
                          69Asset
      retirement obligation, net of current portion
                          
                          
                          162
                          
                          
                          
                          158Total
      liabilities
                          
                          
                          40,720
                          
                          
                          
                          42,711Commitments
      and contingencies (Note 8)
                          
                          
                          —
                          
                          
                          
                          —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; 15,684,070 and
      15,405,570 shares issued and outstanding at June 30, 2010 and
      December 31, 2009, respectively
                          
                          
                          16
                          
                          
                          
                          15Additional
      paid-in capital
                          
                          
                          88,526
                          
                          
                          
                          87,926Accumulated
      deficit
                          
                          
                          (31,201
                          )
                          
                          
                          (32,393
                          )Accumulated
      other comprehensive loss
                          
                          
                          (1,138
                          )
                          
                          
                          (16
                          )Total
      stockholders’ equity
                          
                          
                          56,203
                          
                          
                          
                          55,532Total
      liabilities and stockholders' equity
                          
                          $
                          96,923
                          
                          
                          $
                          98,243





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


6





Cyalume Technologies Holdings, Inc.


Condensed
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive
Income


(in
thousands, except shares)


(Unaudited)





Common
      Stock
                    
                    
                    Additional
                    
                    
                    
                    
                    
                    Accumulated
                      Other
                    
                    
                    TotalNumber
                      of Shares
                    
                    
                    Amount
                    
                    
                    Paid-In
                      Capital
                    
                    
                    Accumulated
                      Deficit
                    
                    
                    Comprehensive
                      Loss
                    
                    
                    Stockholders’
                      Equity
                    
                    
                    Comprehensive
                      Income
      (Loss)Balance
      at December 31, 2009
                    
                    
                    15,405,570
                    
                    
                    $
                    15
                    
                    
                    $
                    87,926
                    
                    
                    $
                    (32,393
                    )
                    
                    $
                    (16
                    )
                    
                    $
                    55,532
                    
                    
                    $
                    —Stock
      issued
                    
                    
                    278,500
                    
                    
                    
                    1
                    
                    
                    
                    (1
                    )
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Stock-based
      compensation expense
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    601
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    601
                    
                    
                    
                    —Foreign
      currency translation adjustments
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (971
                    )
                    
                    
                    (971
                    )
                    
                    
                    (971
                    )Unrealized
      loss on cash flow hedges, net of taxes of $90
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (151
                    )
                    
                    
                    (151
                    )
                    
                    
                    (151
                    )Net
      income
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    1,192
                    
                    
                    
                    —
                    
                    
                    
                    1,192
                    
                    
                    
                    1,192Comprehensive
      income
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    $
                    70Balance
      at June 30, 2010
                    
                    
                    15,684,070
                    
                    
                    $
                    16
                    
                    
                    $
                    88,526
                    
                    
                    $
                    (31,201
                    )
                    
                    $
                    (1,138
                    )
                    
                    $
                    56,203





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


7





Cyalume
Technologies Holdings, Inc.


Condensed
Consolidated Statements of Cash Flows


(in
thousands)


(Unaudited)





For
      the Six
                      
                      
                      For
      the SixMonths
      Ended
                      
                      
                      Months
      EndedJune
      30,
                      
                      
                      June
      30,2010
                      
                      
                      2009Cash
      flows from operating activities:Net
      income (loss)
                      
                      $
                      1,192
                      
                      
                      $
                      (1,268
                      )Adjustments
      to reconcile net income (loss) to net cash
                        provided
      by operating activities:Depreciation
      of property, plant and equipment
                      
                      
                      329
                      
                      
                      
                      320Amortization
                      
                      
                      1,065
                      
                      
                      
                      2,420Provision
      for deferred income taxes
                      
                      
                      313
                      
                      
                      
                      (869
                      )Stock-based
      compensation expense
                      
                      
                      601
                      
                      
                      
                      209Other
      non-cash expenses
                      
                      
                      130
                      
                      
                      
                      294Changes
      in operating assets and liabilities:Accounts
      receivable
                      
                      
                      34
                      
                      
                      
                      (1,127
                      )Inventories
                      
                      
                      187
                      
                      
                      
                      (166
                      )Prepaid
      expenses and other current assets
                      
                      
                      (70
                      )
                      
                      
                      (101
                      )Accounts
      payable and accrued liabilities
                      
                      
                      (15
                      )
                      
                      
                      229Income
      taxes payable
                      
                      
                      615
                      
                      
                      
                      532Accrued
      interest on notes payable to related parties
                      
                      
                      —
                      
                      
                      
                      (2)Net
      cash provided by operating activities
                      
                      
                      4,381
                      
                      
                      
                      471Cash
      flows from investing activities:Purchases
      of long-lived assets
                      
                      
                      (1,003
                      )
                      
                      
                      (283
                      )Net
      cash used in investing activities
                      
                      
                      (1,003
                      )
                      
                      
                      (283
                      )Cash
      flows from financing activities:Payments
      for common stock subject to redemption
                      
                      
                      —
                      
                      
                      
                      (1,123
                      )Net
      repayment of line of credit
                      
                      
                      (500
                      )
                      
                      
                      (200
                      )Repayment
      of long-term notes payable
                      
                      
                      (2,081
                      )
                      
                      
                      (1,646
                      )Payments
      to reacquire and retire common stock
                      
                      
                      —
                      
                      
                      
                      (263
                      )Refund
      (payment) of debt issuance costs
                      
                      
                      (50
                      )
                      
                      
                      10Proceeds
      from exercises of warrants
                      
                      
                      —
                      
                      
                      
                      27Net
      cash used in financing activities
                      
                      
                      (2,631
                      )
                      
                      
                      (3,195
                      )Effect
      of exchange rate changes on cash
                      
                      
                      (170
                      )
                      
                      
                      57Net
      increase (decrease) in cash
                      
                      
                      577
                      
                      
                      
                      (2,950
                      )Cash,
      beginning of period
                      
                      
                      2,003
                      
                      
                      
                      3,952Cash,
      end of period
                      
                      $
                      2,580
                      
                      
                      $
                      1,002





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


8


Cyalume Technologies Holdings, Inc.


Notes
to Condensed Consolidated Financial Statements





1.
            BASIS
      OF PRESENTATION





We have
prepared the accompanying unaudited interim condensed consolidated financial
statements in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) for interim financial information and the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these
interim condensed consolidated financial statements do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements.




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the period.




These
accompanying unaudited interim condensed consolidated financial statements
recognize the effects of all subsequent events that provide additional evidence
about conditions that existed at June 30, 2010, including the estimates inherent
in the process of preparing financial statements. Additionally, all significant
intercompany accounts and transactions have been eliminated in
consolidation.




Certain
amounts in prior periods have been reclassified to conform to the 2010
presentation. These reclassifications had no effect on operating results as
previously reported.





We
believe all adjustments (consisting of normal, recurring adjustments) considered
necessary for a fair presentation have been included in these interim condensed
consolidated financial statements. Operating results for the three and six-month
periods presented are not necessarily indicative of the results that may be
expected for any other interim period or for the full year. The consolidated
balance sheet at December 31, 2009 has been derived from the audited
consolidated financial statements at that date. We suggest that these unaudited
interim condensed consolidated financial statements be read in conjunction with
the consolidated financial statements and footnotes thereto in our Annual Report
on Form 10-K for the year ended December 31, 2009.





2.
            DESCRIPTION
      OF BUSINESS





We have
one subsidiary: Cyalume Technologies, Inc. (“CTI”), whose headquarters are also
located in West Springfield, MA. CTI has one subsidiary, Cyalume Technologies,
SAS (“CTSAS”), located in Aix-en-Provence, France. Our products are manufactured
at both the West Springfield and Aix-en-Provence locations.





We
primarily produce products based on technologies whereby light is generated
through a chemical reaction known as chemiluminescence. CTI manufactures and
sells such chemiluminescent products, in addition to reflective and
photoluminescent products, to military, commercial and public safety
markets.  Our 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 and ampoule mix and light is generated. Additionally, we
manufacture and sell a component of 40mm training ammunition; sales of these
components have been an increasing source of our revenues in recent
years.  Also, we produce reflective (patches) and reflective plus
photoluminescent (fire tape) products. Based on our customers’ specifications,
our products are manufactured in varying shapes, sizes and functions, and
provide light in different colors, intensity and durations.





3.
            NEW
      ACCOUNTING PRONOUNCEMENTS





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 this ASU
were effective on January 1, 2010 for our interim and annual reporting. The
adoption of this ASU did not have an impact on these unaudited interim condensed
consolidated financial statements.


9


Cyalume
Technologies Holdings, Inc.


Notes
to Condensed Consolidated Financial Statements





In
February 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855):
Amendments to Certain Recognition and Disclosure Requirements. The
amendments in this ASU remove the requirement for an SEC filer (such as us) to
disclose a date through which subsequent events have been evaluated in both
issued and revised financial statements. Revised financial statements include
financial statements revised as a result of either correction of an error or
retrospective application of U.S. GAAP. All of the amendments in this ASU were
effective for us upon the FASB’s issuance of ASU No. 2010-09.  The
only effect of our adoption of this ASU on these unaudited interim condensed
consolidated financial statements was to not disclose the date through which
subsequent events have been evaluated in preparing these consolidated financial
statements; for SEC filers, that evaluation date must be the date of issuance of
the financial statements.





4.
            INVENTORIES





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




June
      30,
                    2010
                  
                  
                  December
      31,
                    2009Raw
      materials
                  
                  $
                  4,568
                  
                  
                  $
                  4,548Work-in-process
                  
                  
                  3,277
                  
                  
                  
                  2,973Finished
      goods
                  
                  
                  994
                  
                  
                  
                  1,799$
                  8,839
                  
                  
                  $
                  9,320





5.
            DERIVATIVE
      INSTRUMENTS AND HEDGING ACTIVITIES





The
derivative liabilities as of June 30, 2010 in our condensed consolidated balance
sheet consist of the following (all amounts in thousands):





Derivative
      Instrument
                      
                      Balance
      Sheet Location
                      
                      Fair
      ValueInterest
      rate swaps
                      
                      Derivatives
      (non-current liabilities)
                      
                      $
                      (310
                      )





Interest
Rate Swaps





In
December 2008, we entered into two pay-fixed, receive-variable, interest rate
swaps to reduce exposure to changes in cash payments caused by changes in
interest rates on our notes payable with TD Bank, N.A. Both relationships are
designated as cash flow hedges and meet the criteria for the shortcut method for
assessing hedge effectiveness; therefore, the hedge is assumed to be 100%
effective and all changes in the fair value of the interest rate swaps are
recorded in comprehensive income. These unrealized gains and losses must be
reclassified in whole or in part into earnings if, and when, a comparison of the
swaps and the related hedged cash flows demonstrates that the shortcut method is
no longer applicable. We expect these hedges to meet the criteria of the
shortcut method for the duration of the hedging relationship and therefore we do
not expect to reclassify any portion of these unrealized losses from
comprehensive income to earnings in the future. The fair values of the swaps are
determined by discounting the estimated cash flows to be received and paid due
to the swaps over the swap’s contractual lives using an estimated risk-free
interest rate for each swap settlement date.





Currency
Forward Contracts





CTSAS’
functional currency is the Euro. Periodically, CTSAS purchases inventory from
CTI, which requires payment in U.S. dollars. Beginning in 2009 and only under
certain circumstances, we use currency forward contracts to mitigate CTSAS’
exposure to changes in the Euro-to-U.S.-dollar exchange rate upon CTSAS’ payment
to CTI for these inventory purchases.  Such currency forward contracts
typically have durations of less than six months. We report these currency
forward contracts at their fair value. This relationship has not been designated
as a hedge and therefore all changes in these currency forward contracts’ fair
value are recorded in other loss (income) on our condensed consolidated
statement of operations. The fair value of these
contracts are determined by taking the difference between (a) the U.S. dollar
amount due on the contract at maturity and (b) the present value of estimated
cash flows developed using, among other data, expectations of future currency
exchange rates over the remaining term of the contract discounted at an
estimated risk-free interest rate.At June 30, 2010, we held no such
currency forward contracts.





Effect
of Derivatives on Statement of Operations





The
effect of derivative instruments (a) designated as cash flow hedges and (b) not
designated as hedging instruments on our condensed consolidated statement of
operations for the three months ended June 30, 2010 was as follows (all amounts
in thousands):


10


Cyalume
Technologies Holdings, Inc.


Notes
to Condensed Consolidated Financial Statements





Gain (Loss)
                  
                  
                  Gain (Loss)
                  
                  
                  Gain (Loss)In AOCL (1)
                  
                  
                  Reclassified (2)
                  
                  
                  in Earnings (3)Derivatives
      in cash flow hedging relationships:Interest
      rate swaps
                  
                  $
                  (76
                  )
                  
                  $
                  —
                  
                  
                  $
                  —Derivatives
      not designated as hedging instruments:Forward
      currency contracts
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  2





(1)
            Amount
      recognized in accumulated other comprehensive loss (AOCL) (effective
      portion and net of taxes) during the three months ended June 30,
      2010.


(2)
            Amount
      of gain (loss) originally recorded in AOCL but reclassified from AOCL into
      earnings during the three months ended June 30,
  2010.


(3)
            Amount
      of gain (loss) recognized in earnings on the derivative (ineffective
      portion and amount excluded from effectiveness testing) reported in other
      loss (income) on the condensed consolidated statement of operations for
      the three months ended June 30,
2010.





The
effect of derivative instruments (a) designated as cash flow hedges and (b) not
designated as hedging instruments on our condensed consolidated statement of
operations for the six months ended June 30, 2010 was as follows (all amounts in
thousands):




Gain (Loss)
                  
                  
                  Gain (Loss)
                  
                  
                  Gain (Loss)In AOCL (1)
                  
                  
                  Reclassified (2)
                  
                  
                  in Earnings (3)Derivatives
      in cash flow hedging relationships:Interest
      rate swaps
                  
                  $
                  (151
                  )
                  
                  $
                  —
                  
                  
                  $
                  —Derivatives
      not designated as hedging instruments:Forward
      currency contracts
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  (22
                  )





(1)
            Amount
      recognized in accumulated other comprehensive loss (AOCL) (effective
      portion and net of taxes) during the six months ended June 30,
      2010.


(2)
            Amount
      of gain (loss) originally recorded in AOCL but reclassified from AOCL into
      earnings during the six months ended June 30,
  2010.


(3)
            Amount
      of gain (loss) recognized in earnings on the derivative (ineffective
      portion and amount excluded from effectiveness testing) reported in other
      loss (income) on the condensed consolidated statement of operations for
      the six months ended June 30, 2010.





6.
            INCOME
      TAXES





For the
three months ended June 30, 2010, the effective tax rate of 26% differed from
the statutory rate of 34% due to true-ups including changes in repatriated
earnings from CTSAS and valuation allowances against foreign tax
credits. For the three months ended June 30, 2009, the effective tax rate
of 10% differed from the statutory rate of 34% primarily due to the true-ups
associated with the purchase price allocation of tangible and intangible
assets.





The
effective tax rates for the six months ended June 30, 2010 and six months ended
June 30, 2009 were not significantly different from the statutory rate of
34%.





7.
            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 shares consist of (i) shares issuable upon the
exercise of warrants and options and (ii) unvested restricted stock awards
(using the treasury stock method).


11


Cyalume
Technologies Holdings, Inc.


Notes
to Condensed Consolidated Financial Statements





Three Months Ended June 30,
                  
                  
                  Six Months Ended June 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009Basic:Net
      income (loss) (in thousands)
                  
                  $
                  1,031
                  
                  
                  $
                  (495
                  )
                  
                  $
                  1,192
                  
                  
                  $
                  (1,268
                  )Weighted
      average shares
                  
                  
                  15,458,737
                  
                  
                  
                  15,333,160
                  
                  
                  
                  15,443,234
                  
                  
                  
                  14,956,448Basic
      income (loss) per common share
                  
                  $
                  0.07
                  
                  
                  $
                  (0.03
                  )
                  
                  $
                  0.08
                  
                  
                  $
                  (0.08
                  )Diluted:Net
      income (loss) (in thousands)
                  
                  $
                  1,031
                  
                  
                  $
                  (495
                  )
                  
                  $
                  1,192
                  
                  
                  $
                  (1,268
                  )Weighted
      average shares
                  
                  
                  15,458,737
                  
                  
                  
                  15,333,160
                  
                  
                  
                  15,443,234
                  
                  
                  
                  14,956,448Effect
      of dilutive securities
                  
                  
                  47,027
                  
                  
                  
                  —
                  (1)
                  
                  
                  70,199
                  
                  
                  
                  —
                  (1)Weighted
      average shares, as adjusted
                  
                  
                  15,505,764
                  
                  
                  
                  15,333,160
                  
                  
                  
                  15,513,433
                  
                  
                  
                  14,956,448Diluted
      income (loss) per common share
                  
                  $
                  0.07
                  
                  
                  $
                  (0.03
                  )
                  
                  
                  0.08
                  
                  
                  $
                  (0.08
                  )





(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.





The
following common shares issuable upon exercise of convertible securities were
excluded from the calculation of diluted net income (loss) per common share
because their effect was antidilutive for each of the periods presented:





Three Months Ended June 30,
                          
                          
                          Six Months Ended June 30,2010
                          
                          
                          2009
                          
                          
                          2010
                          
                          
                          2009Warrants
                          
                          
                          4,250,756
                          
                          
                          
                          4,370,256
                          
                          
                          
                          4,250,756
                          
                          
                          
                          4,370,256Restricted
      stock awards
                          
                          
                          87,333
                          
                          
                          
                          —
                          
                          
                          
                          4,000
                          
                          
                          
                          —Options
                          
                          
                          2,330,000
                          
                          
                          
                          1,745,000
                          
                          
                          
                          2,330,000
                          
                          
                          
                          1,745,000





8.
            COMMITMENTS
      AND CONTINGENCIES





Civil
Action No. 06-706 in Superior Court of the Commonwealth of
Massachusetts





On
January 23, 2006, before we owned CTI, the former owners of CTI (from whom we
purchased CTI) (the “Former Owners”) acquired all of the outstanding capital
stock of Omniglow Corporation (the “Transaction”) and changed the name of the
company to Cyalume Technologies, Inc. Prior to, or substantially simultaneously
with, the Transaction, CTI sold certain assets and liabilities related to
Omniglow Corporation’s novelty and retail business to certain former Omniglow
Corporation stockholders and management (“the Omniglow Buyers”).  This
was done because CTI sought to retain only the Omniglow Corporation assets and
current liabilities associated with its government, military and safety
business. 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 sought compensatory damages of $1.4
million, to be trebled, and recovery of costs and legal fees. CTI filed for
damages of $368,000 against the Omniglow Buyers.  These proceedings
are known as Civil Action No. 06-706 in Superior Court of the Commonwealth of
Massachusetts.





On
December 19, 2008, while Civil Action 06-706 was still unresolved, we acquired
CTI (the “Acquisition”). 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.





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.





CTI is
considering its alternatives relating to the suit in light of the Findings. No
amounts have been reported in these interim condensed consolidated financial
statements since payment
of damages or loss is not yet
deemed to be probable since all of our legal remedies have not
been exhausted.


12


Cyalume
Technologies Holdings, Inc.


Notes
to Condensed Consolidated Financial Statements





Management
Agreement with Board Member





On
October 1, 2009, we entered into a management agreement with Selway Capital, LLC
(“Selway”) that provides for (but is not limited to) the following services to
be performed by Selway on our behalf:





·
            Strategic
      development and implementation as well as consultation with our chief
      executive officer on a regular basis as per his reasonable
      requests;


·
            Identifying
      strategic partnerships with companies with which Selway has relationships
      and access, including building partnerships with companies in Israel,
      Singapore, India and Europe. The focus will be on the expansion of our
      munitions business;


·
            Advise
      and support us on our investor relations
  strategy;


·
            Advise
      and support our future fund raising, including identifying sources of
      capital in the United States; and


·
            Support
      our mergers and acquisitions strategy and play an active role in our due
      diligence and analysis.





The
management agreement stipulates that these services will be performed by Yaron
Eitan, a member of our Board of Directors and an employee of Selway, with the
assistance as needed from other employees of Selway.  The management
agreement is retroactive to August 1, 2009, expires on October 1, 2012 and can
be terminated by either us or Selway upon 30-days’ written notice or upon our
default in payment or Selway’s failure to perform services under the management
agreement. Through July 2010, Selway’s compensation for these services was
$41,667 per month. However, we were only required to pay $16,000 per month, with
the balance of $25,667 per month remaining unpaid until our senior lender
consented to such payment. We will also reimburse Selway for costs incurred
specifically on our behalf for these services. Under the management agreement,
we indemnify Selway and Selway indemnifies us against certain losses that may be
incurred while carrying out its obligations under the management
agreement.





On July
29, 2010 we amended our management agreement (the “Amended Management
Agreement”) with Selway. Pursuant to the Amended Management Agreement, (i) the
monthly compensation payable to Selway was reduced to $11,666.67 and (ii) we
must issue to Selway 45,000 shares of our common stock in full satisfaction of
all accrued and unpaid liabilities (including all management fees) we owe to
Selway pursuant to this management agreement through July 2010.





9.
            FAIR
      VALUE





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 hierarchyas follows:





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
June 30, 2010, our only assets and liabilities required to be reported at fair
value on a recurring basis were the interest rate swaps and currency forward
contracts described in Note 5, both of which are measured at fair value using
level 2 inputs.





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


13


Cyalume
Technologies Holdings, Inc.


Notes
to Condensed Consolidated Financial Statements





10.
            COLLABORATIVE
      ARRANGEMENT





To
increase the use of our technologies in the ammunitions market, we have entered
into a Strategic Alliance Agreement with General Dynamics Ordnance and Tactical
Systems to develop and market training, illumination and marking payloads for
the U.S. military that use our chemiluminescent technology. This Strategic
Alliance Agreement does not define specific projects to be completed; before
such a project begins, the Strategic Alliance Agreement will be supplemented by
additional agreements that define the project and each party’s role and
responsibilities. Such supplemental agreements will dictate how related costs
and revenues will be shares by the parties and how those costs and revenues, if
any, would be reported by us. As of June 30, 2010, no such specific projects
have begun.





11.
            SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION





Cash Paid for Interest and Income
Taxes(all amounts in thousands):





Six Months Ended June 30,2010
                  
                  2009Interest
                  
                  $
                  1,174
                  
                  
                  $
                  970Income
      taxes
                  
                  
                  194
                  
                  
                  
                  395





Non-Cash Investing and Financing
Activities(all amounts in thousands):





Six Months Ended June 30,2010
                  
                  
                  2009Increase
      in the Acquisition date fair value of intangible assets (a reduction of
      goodwill)
                  
                  $
                  —
                  
                  
                  
                  2,024Increase
      in the Acquisition date fair value of property, plant & equipment (a
      reduction of goodwill)
                  
                  
                  —
                  
                  
                  
                  372Accrual
      of costs directly related to the Acquisition (an increase to
      goodwill)
                  
                  
                  —
                  
                  
                  
                  435Reduction
      of goodwill resulting from subsequent recognition of deferred
      taxes
                  
                  
                  —
                  
                  
                  
                  (549
                  )





12.
            SUBSEQUENT
      EVENTS




In June
2010, TD Bank, N.A. agreed to extend a deadline from June 30, 2010 to July 31,
2010 for our requirement to receive at least $3.0 million in new subordinated
debt or from an equity offering and to use the net proceeds from that
subordinated debt or equity offering to reduce the outstanding principal balance
on our senior debt held by TD Bank, N.A.


On July
29, 2010 we issued $8.5 million in convertible notes due in 2014. The
convertible notes require monthly interest payments starting on September 1,
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. We have the right to prepay the loan in whole
or in part at any time without penalty. The notes are convertible at any
time into 2,666,667 shares of our common stock at a conversion price of
approximately $3.19 per share.  In addition, the lenders received 160,000
warrants for our common stock, exercisable at the lenders’ option for $2.00 per
share. The warrants have a five-year term. 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.





We used
$7.2 million of the net proceeds of the convertible notes to reduce, but not
eliminate, the outstanding principal balance on our senior debt held by TD Bank,
N.A. Also, we used $500,000 of the net proceeds of the convertible notes to
reduce the outstanding principal balance on our line of credit with TD Bank,
N.A. As part of this transaction, the remaining unpaid TD Bank, N.A. senior debt
was modified to have reduced principal payments but a higher interest
rate.  Because the convertible notes and the modified TD Bank, N.A.
senior debt charge a higher interest rate than the pre-modified TD Bank, N.A.
senior debt, we expect that our interest expense will be higher than it would
have been had we not partially repaid and modified the TD Bank, N.A. senior
debt. Because the convertible notes and the modified TD Bank, N.A. senior debt
require lower monthly principal payments than the pre-modified TD Bank, N.A.
senior debt, we expect our future debt levels to be higher than they would have
been had we not partially repaid and modified the TD Bank, N.A. senior debt. We
do expect the lower monthly principal payments to significantly improve our
short-term cash flows.





Simultaneous
with the repayment of a portion of the TD Bank, N.A. senior debt, our interest
rate swaps (see Note 5) 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.





Simultaneous
with the issuance of the convertible notes, we amended our management agreement
with Selway Capital, LLC (see Note 8) .


14


ITEM 2.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





You
should read the following discussion of our financial condition and results of
operations in conjunction with our interim condensed consolidated financial
statements and the accompanying notes to those financial statements included
elsewhere in this Quarterly Report on Form 10-Q. This discussion contains
forward-looking statements that involve risks and uncertainties. Unless the
content otherwise requires, all references to "we", "us", the “Company" or
“Cyalume" in this Quarterly Report on Form 10-Q refers to Cyalume
Technologies Holdings, Inc.





Company
Overview





We
primarily produce products based on technologies whereby light is generated
through a chemical reaction known as chemiluminescence. CTI manufactures and
sells such chemiluminescent products, in addition to reflective and
photoluminescent products, to military, commercial and public safety
markets.  Our 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. Additionally, we manufacture
and sell a component of 40mm training ammunition; sales of these components have
been an increasing source of our revenues in recent years.  Also, we
produce reflective (patches) and reflective plus photoluminescent (fire tape)
products. Based on our customers’ specifications, our products are manufactured
in varying shapes, sizes and functions, and provide light in different colors,
intensity and durations.





We have
one subsidiary: Cyalume Technologies, Inc. (“CTI”), whose headquarters are also
located in West Springfield, MA. CTI has one subsidiary, Cyalume Technologies,
SAS (“CTSAS”), located in Aix-en-Provence, France. Our products are manufactured
at both the West Springfield and Aix-en-Provence locations.





Material
Changes in Results of Operations – 3 Months Ended June 30, 2010 versus the 3
Months Ended June 30, 2009




Revenues:   For the
three-month period ended June 30, 2010, sales were higher than for the
comparable period in 2009 due primarily to the volume of units sold. Price
increases in the fourth quarter of 2009 provided some of the additional revenues
for the most recent 3-month period.




Cost of goods sold: For the
three-months ended June 30, 2010, cost of goods sold was consistent with the
comparable period in 2009 despite the increase in units sold discussed
above.  Gross margin for the quarter was 50.9% compared to a 42.5%
gross margin for the comparable prior-year period. 2010 margin improved
partially due to price increases implemented in late 2009. Gross margin in the
three months ended June 30, 2009 was depressed due to lower-than-normal sales of
high margin chemical light sticks and the amortization of the inventory step-up
to fair market value arising from our acquisition of CTI in December
2008.




Expenses: General and
administrative expenses decreased 9.0% primarily due to expenses related to (i)
the accrual of share-based awards in the second quarter of 2009 that did not
recur in the second quarter of 2010 and (ii) lower fees related to SEC filings
and other professional services, partially offset by management fees relating to
our management agreement with Selway Capital, LLC, which had not yet been
entered into as of June 30, 2009. Research and development expenses decreased
primarily due to lower patent defense fees incurred.




Amortization
of intangible assets: In December 2009, we recorded impairments on our trademark
and customer relationship intangible assets that significantly reduced our
amortization of intangible assets in the three months ended June 30, 2010
compared to same period in the prior year.




Provision
for (benefit from) income taxes increased significantly for the three months
ended June 30, 2010 as compared to the three months ended June 30, 2009 due
to our generation of net income in 2010 and operating losses in
2009.





Other
loss (income), net, consists primarily of the effects of changes in foreign
exchange rates.





Material
Changes in Results of Operations – 6 Months Ended June 30, 2010 versus the 6
Months Ended June 30, 2009




Revenues:   For the
six-month period ended June 30, 2010, sales were higher than for the comparable
period in 2009 due primarily to the volume of units sold. Price increases in the
fourth quarter of 2009 provided some of the additional revenues for the 2010
period.




Cost of goods sold: For the
six-months ended June 30, 2010, cost of goods sold was 9.2% higher than the
comparable period in 2009 due to the increase in units sold discussed
above.  Gross margin for the period was 49.6% compared to a 42.2%
gross margin for the comparable prior-year period. 2010 margin improved
partially due to price increases implemented in late 2009. Gross margin in the
six months ended June 30, 2009 was depressed due to lower-than-normal sales of
high margin chemical light sticks and the amortization of the inventory step-up
to fair market value arising from our acquisition of CTI in December
2008.


15




Expenses: General and
administrative expenses increased 6.3% primarily due to expenses related to (i)
the accrual of share-based awards in 2010, which were not accrued in 2009 and
(ii) management fees relating to our management agreement with Selway Capital,
LLC, which had not yet been entered into as of June 30, 2009, partially offset
by lower legal fees related to SEC filings. Research and development expenses
decreased primarily due to lower patent defense fees incurred.




Amortization
of intangible assets: In December 2009, we recorded impairments on our trademark
and customer relationship intangible assets that significantly reduced our
amortization of intangible assets in the six months ended June 30, 2010 compared
to same period in the prior year.




Provision
for (benefit from) income taxes increased significantly for the six months ended
June 30, 2010 as compared to the six months ended June 30, 2009 due to our
generation of net income in 2010 and operating losses in 2009.





Other
loss (income), net, consists primarily of the effects of changes in foreign
exchange rates.





Material
Changes in Financial Condition – June 30, 2010 versus December 31,
2009





Assets, other than cash:
Assets, other than cash, were $94.3 million at June 30, 2010 compared to $96.2
million at December 31, 2009. The decrease is primarily due to intangible assets
amortization combined with a decrease in inventories resulting from increased
sales activity. The remaining changes in asset values are the result of normal
business activities.





Liabilities: Liabilities were
$40.7 million at June 30, 2010, compared to $42.7 million at December 31, 2009.
The decrease is due to payments made on notes payable. Our derivatives liability
increased since December 31, 2009 primarily due to a decrease in estimated
future LIBOR rates used to estimate the fair value of our pay fixed/receive
LIBOR interest rate swaps. The remaining changes are the result of normal
business activities.





Liquidity
and Capital Resources





Cash on
hand was $2.6 million at June 30, 2010 and $2.0 million at December 31, 2009.
The increase since December 31, 2009 resulted primarily improved sales levels
offset by payments on debt and for property, plant and equipment.





During
the six months ended June 30, 2010, we did not sell any shares of our common
stock. However 278,500 common shares were issued for stock-based compensation
awards.





On July
29, 2010 we issued $8.5 million in convertible notes due in 2014. The
convertible notes require monthly interest payments starting on September 1,
2010 at a rate of 11% per annum and will mature on March 19, 2014, unless
earlier repurchased or converted. No principal payments are required on these
convertible notes until maturity. We have the right to prepay the loan in whole
or in part at any time without penalty. The notes are convertible at any
time into 2,666,667 shares of our common stock at a conversion price of
approximately $3.19 per share.  In addition, the lenders received 160,000
warrants for our common stock, exercisable at the lenders’ option for $2.00 per
share. The warrants have a five-year term. 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.





We used
$7.2 million of the net proceeds of the convertible notes to reduce, but not
eliminate, the outstanding principal balance on our senior debt held by TD Bank,
N.A. Also, we used $500,000 of the net proceeds of the convertible notes to
reduce the outstanding principal balance on our line of credit with TD Bank,
N.A. As part of this transaction, the remaining unpaid TD Bank, N.A. senior debt
was modified to have reduced principal payments but a higher interest
rate.  Because the convertible notes and the modified TD Bank, N.A.
senior debt charge a higher interest rate than the pre-modified TD Bank, N.A.
senior debt, we expect that our interest expense will be higher than it would
have been had we not partially repaid and modified the TD Bank, N.A. senior
debt. Because the convertible notes and the modified TD Bank, N.A. senior debt
require lower monthly principal payments than the pre-modified TD Bank, N.A.
senior debt, we expect our future debt levels to be higher than they would have
been had we not partially repaid and modified the TD Bank, N.A. senior debt. We
do expect the lower monthly principal payments to significantly improve our
short-term cash flows.





We own
interest rate swaps on a majority of our senior debt with TD Bank, N.A. in order
to minimize the effect of variable interest rates charged on that TD Bank, N.A.
debt.





Forecasted
principal and interest payments on debt for the next 12 months are $10.8 million
and will be funded from operating cash flows and the net proceeds of the
convertible notes issued on July 29, 2010.  All operating and capital
expenditures are expected to be funded completely from operating cash
flows.


16





Off-Balance
Sheet Arrangements





Other
than immaterial operating leases, we did not have any off-balance sheet
arrangements during 2010 or 2009.





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. 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 an annual impairment review,
and, if conditions warrant, an interim impairment review.  Impairment
charges, if any, are recorded in the period in which the impairment is
determined.





Intangible
Assets





Intangible
assets include 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 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 renew or
extend the term of our intangible assets are expensed when
incurred.


17





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 our
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 our 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 its local currency (the euro) as
the functional currency. For consolidation purposes, 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 expenses in the statement of
operations in the period the gain or loss occurred.





ITEM 3.
            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 4.
            CONTROLS
      AND PROCEDURES





Evaluation
of 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.





Our
management carried out an evaluation, under the supervision of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures as of June 30, 2010. Based upon that
evaluation, our management, including our Chief Executive Officer and Chief
Financial Officer, concluded that the design and operation of our disclosure
controls and procedures were effective as of June 30, 2010.





Changes
in Internal Control over Financial Reporting





During
the three months ended June 30, 2010, we finished validation of and began using
a new enterprise resource planning (“ERP”) system that significantly changed the
manner in which we capture and record much of the accounting-related information
and transactions throughout our organization. This new ERP system was not
implemented as a result of a weakness or deficiency in internal controls in our
previous ERP system. There were no other changes in our internal control over
financial reporting that occurred during the three months ended June 30, 2010
that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.





PART II
– OTHER INFORMATION




ITEM 1.
            LEGAL
      PROCEEDINGS





Cyalume
is not currently a named party in any legal proceedings.


18




On
January 23, 2006, before we owned CTI, the former owners of CTI (from whom we
purchased CTI) (the “Former Owners”) acquired all of the outstanding capital
stock of Omniglow Corporation (the “Transaction”) and changed the name of the
company to Cyalume Technologies, Inc. Prior to, or substantially simultaneously
with, the Transaction, CTI sold certain assets and liabilities related to
Omniglow Corporation’s novelty and retail business to certain former Omniglow
Corporation stockholders and management (“the Omniglow Buyers”).  This
was done because CTI sought to retain only the Omniglow Corporation assets and
current liabilities associated with its government, military and safety
business. 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 sought compensatory damages of $1.4
million, to be trebled, and recovery of costs and legal fees. CTI filed for
damages of $368,000 against the Omniglow Buyers.  These proceedings
are known as Civil Action No. 06-706 in Superior Court of the Commonwealth of
Massachusetts.





On
December 19, 2008, while Civil Action 06-706 was still unresolved, we acquired
CTI (“the Acquisition”). 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.





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.





CTI is
considering its alternatives relating to the suit in light of the Findings. We
have not recorded or reported any amounts since payment
of damages or loss is not yet deemed to be probable since all of our
legal remedies have not been exhausted.





ITEM 1A.    RISK
FACTORS





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





ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





Recent
Sales of Unregistered Securities and Use of Proceeds from Registered
Securities





None.





Purchases
of Equity Securities by the Company and Affiliated Purchasers





None.





ITEM 3.
            DEFAULTS
      UPON SENIOR SECURITIES





None.





ITEM 4.
            [REMOVED
      AND RESERVED]





ITEM 5.
            OTHER
      INFORMATION





There
were no changes to the procedures by which security holders may recommend
nominees to our Board of Directors during the three months ended June 30,
2010.





There is
no information to report under this Item in lieu of reporting that information
on Form 8-K.


19





ITEM 6.    EXHIBITS





Exhibit
              Number
            
            Description10.1
            
            Extension
      of deadline contained in the Second Amendment to the Credit Agreement and
      Limited Waiver with TD Bank, N.A. (1)10.2
            
            Extension
      of deadline contained in the Second Amendment to the Credit Agreement and
      Limited Waiver with TD Bank, N.A. (2)10.3
            
            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. (3)10.4
            
            Subordinated
      Security and Pledge Agreement dated as of July 29, 2010 between Cyalume
      Technologies, Inc. and Granite Creek Partners Agent, LLC.
    (3)10.5
            
            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. (3)10.6
            
            Subordinated
      Stock Pledge Agreement dated as of July 29, 2010 entered into by Cyalume
      Technologies Holdings, Inc.  (3)10.7
            
            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. (3)10.8
            
            Form
      of Warrant issued to Granite Creek FlexCap I, L.P. (3)10.9
            
            Form
      of Warrant issued to Patriot Capital II, LP. (3)10.10
            
            Registration
      Rights Agreement between CTHI and Granite Creek FlexCap I, L.P.
      (3)10.11
            
            Registration
      Rights Agreement between CTHI and Patriot Capital II, LP.
    (3)10.12
            
            Amended
      Management Agreement with Selway Capital, LLC. (3)10.13
            *
            Employment
      agreement of Monte Pickens, Executive Vice President, Cyalume
      Technologies, Inc.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.


*
            Filed
      herewith.


(1)
            Incorporated
      by reference to the Current Report on Form 8-K dated April 30, 2010 and
      filed with the Commission May 6,
2010.


(2)
            Incorporated
      by reference to the Current Report on Form 8-K dated June 30, 2010 and
      filed with the Commission July 8,
2010.


(3)
            Incorporated
      by reference to the Current Report on Form 8-K dated July 29, 2010 and
      filed with the Commission August 3,
2010.


20


SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





Cyalume
      Technologies Holdings, Inc.Date:
      August 11, 2010
            By:
            /s/  DEREK
  DUNAWAYDerek
      Dunaway, Chief Executive Officer(Principal
      Executive Officer)





Date:
      August 11, 2010
              By:
              /s/  MICHAEL
    BIELONKOMichael
      Bielonko, Chief Financial Officer(Principal
      Financial Officer)


21