exv10w24








    Exhibit —
    10.24



 




    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
    December 31, 2008, the quotient of Consolidated Net Debt
    divided by Consolidated EBITDA, was required to be not less than
    4.50 in order for the Company to be compliant with covenant
    requirements of the notes. The Company was in compliance with
    the required covenant at December 31, 2008.




    

    E-2








 






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



 


	 	 	 	 	 
	
 
	
 
	
    Twelve Months

    
	
 

	
 
	
 
	
    Ended December 31,

    
	
 

	
 
	
 
	
    2008
	
 

	 

	

    Consolidated Net Loss


	
 
	
    $
	
    (10,442
	
    )

	

    Any extraordinary or non recurring gains or losses


	
 
	
 
	
 
	
 

	

    Loss from disposed operations, net of tax


	
 
	
 
	
    50
	
 

	

    Write-down of Goodwill and long-lived assets


	
 
	
 
	
    3,957
	
 

	

    Gain on sale of subsidiaries


	
 
	
 
	
    (2,750
	
    )

	

    Non-cash charges that do not result in future cash obligations


	
 
	
 
	
 
	
 

	

    Loss from fair value of notes and warrants


	
 
	
 
	
    1,104
	
 

	

    Loss from Sale of Fixed Assets


	
 
	
 
	
    212
	
 

	

    Non-cash expenses associated with stock compensation expense


	
 
	
 
	
    590
	
 

	

    Tax refunds, use of net operating losses to offset taxes or
    other net tax benefits


	
 
	
 
	
 
	
 

	

    Other non-cash charges that do not result in future cash
    obligations


	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	

    Adjusted Net Loss before


	
 
	
    $
	
    (7,279
	
    )

	

    Interest Income


	
 
	
 
	
    (760
	
    )

	

    Interest Expense


	
 
	
 
	
    6,732
	
 

	

    Income tax expense


	
 
	
 
	
    216
	
 

	

    Depreciation Expense


	
 
	
 
	
    5,494
	
 

	

    Amortization Expense


	
 
	
 
	
    835
	
 

	

    Any non-cash transactions


	
 
	
 
	
 
	
 

	

    Foreign currency losses


	
 
	
 
	
    2,366
	
 

	

    Adjustments related to Inventory


	
 
	
 
	
    1,089
	
 

	

    Bad Debt Expense


	
 
	
 
	
    673
	
 

	

    Hedge or non-hedge derivative adjustments


	
 
	
 
	
    —
	
 

	
 
	
 
	
 
	
 
	
 

	

    Consolidated EBITDA


	
 
	
    $
	
    9,366
	
 

	
 
	
 
	
 
	
 
	
 

	

    Other Financial Disclosure Required based on terms of
    notes:


	
 
	
 
	
 
	
 

	

    Consolidated Net Interest Expense


	
 
	
    $
	
    5,972
	
 

	
 
	
 
	
 
	
 
	
 

	

    Consolidated Net Debt (Total Debt less Cash and Cash
    Equivalents) at December 31, 2008


	
 
	
    $
	
    1,457
	
 

	
 
	
 
	
 
	
 
	
 

	

    Quotient of Consolidated Net Debt divided by Consolidated
    EBITDA


	
 
	
 
	
    0.16
	
 

	
 
	
 
	
 
	
 
	
 

	

    Covenant Requirement — not more than


	
 
	
 
	
    4.50
	
 

	

    Covenant Status


	
 
	
 
	
    PASSED
	
 

	
 
	
 
	
 
	
 
	
 










    

    E-3