UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 21, 2007
L-1 IDENTITY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21559 04-3320515
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation) file number) identification no.)
177 BROAD STREET, STAMFORD, CONNECTICUT 06901
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 504-1100
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01. REGULATION FD DISCLOSURE.
On March 21, 2007 and March 22, 2007, L-1 Identity Solutions, Inc. (the
"Company") is holding investor presentations in San Francisco, California and
Denver, Colorado. A copy of the presentation materials used in connection with
the investor presentations is attached hereto as Exhibit 99.1.
The information furnished in Exhibit 99.1 makes reference to certain non-GAAP
financial measures, including EBITDA and Adjusted EBITDA. The Company considers
these measures to be an important indicator of the Company's operational
strength and a useful measure of the Company's historical operating trends.
However, this additional non-GAAP financial information is not meant to be
considered in isolation or as a substitute for operating profit, operating
margin, net income, diluted earnings per share, or cash and cash equivalents, in
each case prepared in accordance with GAAP.
The Company uses Adjusted EBITDA as a non-GAAP financial performance
measurement. Adjusted EBITDA is calculated by adding back to net income (loss)
interest, taxes, depreciation, amortization, and stock-based compensation
expense. EBITDA and Adjusted EBITDA are provided to investors to supplement the
results of operations reported in accordance with GAAP. The Company's management
believes Adjusted EBITDA is useful to help investors analyze the operating
trends of the business before and after the adoption of FAS 123(R) and to assess
the relative underlying performance of businesses with different capital and tax
structures. The management believes that Adjusted EBITDA provides an additional
tool for investors to use in comparing L-1 Identity Solutions, financial results
with other companies in the industry, many of which also use Adjusted EBITDA in
their communications to investors. By excluding non-cash charges such as
amortization, depreciation and stock-based compensation, as well as
non-operating charges for interest and income taxes, the Company can evaluate
its operations and can compare its results on a more consistent basis to the
results of other companies in the industry. The Company's management also uses
Adjusted EBITDA to evaluate potential acquisitions, establish internal budgets
and goals, and evaluate performance.
However, there are significant limitations to the use of Adjusted EBITDA since
it excludes interest income and expense and income taxes, all of which impact
the Company's profitability, as well as depreciation and amortization related to
the use of long term assets which benefit multiple periods. Consequently,
Adjusted EBITDA should not be considered in isolation or as a substitute for net
income (loss) presented in accordance with GAAP. Adjusted EBITDA as defined by
the Company may not be comparable with similarly named measures provided by
other entities.
The information in this Current Report on Form 8-K under this Item 7.01,
including the information contained in Exhibit 99.1, is being furnished to the
Securities and Exchange Commission, and shall not be deemed to be "filed" for
the purposes of Section 18 of the Securities Act of 1934 or otherwise subject to
the liabilities of that section, and shall not be deemed to be incorporated by
2
reference into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except as shall be expressly set forth by a specific
reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
----------- -----------
Exhibit 99.1 Presentation materials for investor presentations on
March 21, 2007 and March 22, 2007.
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 21, 2007
L-1 IDENTITY SOLUTIONS, INC.
By: /s/ Robert V. LaPenta
---------------------------------------
Robert V. LaPenta
Chairman, President and
Chief Executive Officer
4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 99.1 Presentation materials for investor presentations on
March 21, 2007 and March 22, 2007.
5