exv10w29








    Exhibit 10.29



 




    CONSOLIDATED
    EBITDA



 



    Earnings before interest, taxes, depreciation and amortization,
    non-cash stock compensation and payments, non-cash charges that
    do not result in future cash obligations, any extraordinary or
    non recurring gains (losses) and any non-cash transactions
    (Consolidated EBITDA) is not intended to present a measure of
    performance in accordance with accounting principles generally
    accepted in the United States (GAAP). Nor should Consolidated
    EBITDA be considered as an alternative to statements of cash
    flows as a measure of liquidity. Consolidated EBITDA is included
    herein as means to measure operating performance that financial
    analysts, lenders, investors and other interested parties find
    to be a useful tool for analyzing companies.



 



    The definition of Consolidated EBITDA is defined in the senior
    secured convertible notes as a measurement for meeting the notes
    covenant requirements. Consolidated Net Debt is defined as the
    sum of (a) aggregate stated balance sheet amount of all
    Indebtedness of the Company plus or minus (b) any
    adjustment required to include the Amended Notes at their face
    amount rather than fair value that is used for GAAP
    presentation, minus (c) the aggregate stated balance sheet
    amount of unrestricted cash and cash equivalents of the Company
    in accordance with GAAP. For the twelve months ended
    September 30, 2008, the quotient of Consolidated Net Debt
    divided by Consolidated EBITDA for the twelve month period was
    required to be not less than 4.5 in order for the Company to be
    compliant with covenant requirements of the notes. The Company
    was in compliance with the required covenant at
    September 30, 2008.



 



    The following table reconciles our consolidated net earnings per
    GAAP to Consolidated EBITDA:



 


	 	 	 	 	 
	
 
	
 
	
    Twelve Months Ended

    
	
 

	
 
	
 
	
    September 30,

    
	
 

	
 
	
 
	
    2008
	
 

	 

	

    Consolidated Net Loss


	
 
	
    $
	
    (10,161
	
    )

	

    Any extraordinary or non recurring gains or losses


	
 
	
 
	
 
	
 

	

    Loss from disposed operations, net of tax


	
 
	
 
	
    1,350
	
 

	

    Impairment of goodwill and long-lived assets


	
 
	
 
	
    3,957
	
 

	

    Loss on sale of subsidiaries


	
 
	
 
	
    387
	
 

	

    Non-cash charges that do not result in future cash obligations
    Loss from fair value of notes and warrants


	
 
	
 
	
    659
	
 

	

    Loss from Sale of Fixed Assets


	
 
	
 
	
    215
	
 

	

    Non-cash expenses associated with stock compensation expense


	
 
	
 
	
    630
	
 

	
 
	
 
	
 
	
 
	
 

	

    Adjusted Net Loss before


	
 
	
    $
	
    (2,963
	
    )

	

    Interest Income


	
 
	
 
	
    (873
	
    )

	

    Interest Expense


	
 
	
 
	
    7,412
	
 

	

    Income tax expense


	
 
	
 
	
    517
	
 

	

    Depreciation Expense


	
 
	
 
	
    5,812
	
 

	

    Amortization Expense


	
 
	
 
	
    1,114
	
 

	

    Any non-cash transactions


	
 
	
 
	
    —
	
 

	

    Foreign currency losses


	
 
	
 
	
    2,625
	
 

	

    Adjustments related to Inventory


	
 
	
 
	
    439
	
 

	

    Bad Debt Expense


	
 
	
 
	
    421
	
 

	

    Hedge or non-hedge derivative adjustments


	
 
	
 
	
    —
	
 

	
 
	
 
	
 
	
 
	
 

	

    Consolidated EBITDA


	
 
	
    $
	
    14,504
	
 

	
 
	
 
	
 
	
 
	
 

	

    Other Financial Disclosure Required based on terms of
    notes:


	
 
	
 
	
 
	
 

	

    Consolidated Net Interest Expense


	
 
	
    $
	
    6,539
	
 

	
 
	
 
	
 
	
 
	
 

	

    Consolidated Net Debt (Total Debt less Cash and Cash
    Equivalents) at September 30, 2008


	
 
	
    $
	
    35,388
	
 

	
 
	
 
	
 
	
 
	
 

	

    Quotient of Consolidated Net Debt divided by Consolidated
    EBITDA


	
 
	
 
	
    2.44 
	
 

	
 
	
 
	
 
	
 
	
 

	

    Covenant Requirement — not more than


	
 
	
 
	
    4.50
	
 

	

    Covenant Status


	
 
	
 
	
    PASSED