UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 14, 2011
Luna Innovations Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 000-52008 | 54-1560050 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1 Riverside Circle, Suite 400
Roanoke, Virginia 24016
(Address of principal executive offices, including zip code)
540-769-8400
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
| ¨ | 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 2.02. | Results of Operations and Financial Condition |
On November 14, 2011, Luna Innovations Incorporated (the “Company”) issued a press release announcing its financial results for the third quarter and nine months ended September 30, 2011, which also included certain forward-looking statements relating to the fourth quarter and full year ending December 31, 2011, as well as information regarding a conference call to discuss these financial results. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibit attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release dated November 14, 2011 by Luna Innovations Incorporated. | |
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 hereunto duly authorized.
| Luna Innovations Incorporated | ||
| By: | /s/ Talfourd H. Kemper, Jr. | |
| Talfourd H. Kemper, Jr. Vice President and General Counsel | ||
Date: November 14, 2011
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated November 14, 2011 by Luna Innovations Incorporated. | |
Exhibit 99.1
|
Release Luna Innovations Incorporated 1 Riverside Circle, Suite 400 Roanoke, VA 24016 |
Luna Innovations Reports Third Quarter 2011 Financial Results
Quarterly net income of $0.2 million; Total revenues increase 3% over prior year quarter; Technology development division revenues increase 23% over prior year quarter
(ROANOKE, VA, November 14, 2011) – Luna Innovations Incorporated (NASDAQ: LUNA) today announced its financial results for the third quarter and nine months ended September 30, 2011.
For the third quarter of 2011, Luna achieved its first quarterly positive net income since its IPO (excluding the fourth quarter of 2009, in which net income resulted primarily from the reversal of previous litigation accruals). Net income attributable to common stockholders of $0.2 million for the third quarter of 2011 reflects an improvement of $0.7 million compared to net loss attributable to common stockholders of $0.5 million for the third quarter of 2010, as revenues increased while operating expenses declined.
Also, as compared to the same quarter last year, total revenue increased by 3%, from $8.6 million in the third quarter of 2010 to $8.8 million in the third quarter of 2011. Revenue in the company’s technology development segment improved by 23% from $5.0 million in the third quarter of 2010 to $6.2 million in the third quarter of 2011, while product and license revenue decreased by 25%, from $3.6 million in the third quarter of 2010 to $2.7 million in the third quarter of 2011. Gross profit increased from $3.4 million for the third quarter of 2010 to $3.5 million for the third quarter of 2011.
Adjusted EBITDA, a non-GAAP measure, which is earnings before interest, taxes, depreciation and amortization, excluding litigation and reorganization related items and non-cash stock-based compensation and warrant expense, improved to $1.1 million for the third quarter of 2011, as compared to $0.9 million for the third quarter of 2010. Cash decreased from $8.1 million at June 30, 2011 to $6.8 million at September 30, 2011.
~MORE~
| LUNA INNOVATIONS INCORPORATED | Luna Q311 Earnings, Page 2 |
“Our third quarter results reflect the achievement of a significant milestone in our financial and operational objectives,” said My Chung, chief executive officer of Luna. “I am extremely pleased that during a weak economy for product sales our team was able to deliver bottom line results that exceeded expectations. Moving forward we will focus our efforts on accelerating growth within the company through a principal focus on opportunities in fiber optic sensing and secure computing.”
Third Quarter Financial and Business Summary
| • | Total revenues increased by 3%, to $8.8 million for the third quarter of 2011, from $8.6 million for the third quarter of 2010. |
| • | Technology development revenues increased by 23%, to $6.2 million for the third quarter of 2011, from $5.0 million for the third quarter of 2010. Growth in this segment of the business included the recognition of approximately $0.8 million in revenue from the completion of four short-term contracts in the secure computing and communications group. |
| • | Product and license revenue decreased by 25%, to $2.7 million in the third quarter of 2011, from $3.6 million in the third quarter of 2010, reflecting lower sales of fiber optic test and measurement equipment. |
| • | Gross profit increased to $3.5 million, or 40% of total revenues, for the third quarter of 2011, from $3.4 million, or 40% of total revenues, for the third quarter of 2010. |
| • | Selling, general and administrative expenses decreased by 32% to $2.3 million, or 26% of total revenues for the third quarter of 2011, from $3.4 million, or 39% of total revenues, for the third quarter of 2010, driven primarily by a $0.2 million reduction in outside legal costs and a $0.4 million decrease in stock-based compensation expense. |
| • | Total operating expenses decreased to $3.2 million, or 36% of total revenues, for the third quarter of 2011, from $3.7 million, or 44% of total revenues for the third quarter of 2010. |
~MORE~
| LUNA INNOVATIONS INCORPORATED | Luna Q311 Earnings, Page 3 |
| • | Adjusted EBITDA increased to $1.1 million for the third quarter of 2011, from $0.9 million for the third quarter of 2010. |
| • | Net income attributable to common stockholders improved to $0.2 million, or $0.02 per basic common share and $0.01 per diluted common share, for the third quarter of 2011, compared to a net loss attributable to common stockholders of $0.5 million or $0.04 per basic and diluted common share, for the third quarter of 2010. |
| • | Cash and cash equivalents totaled $6.8 million at September 30, 2011, as compared to $7.2 million at December 31, 2010 and $8.1 million at June 30, 2011. The decrease in cash during the third quarter of 2011 reflects a high concentration of the quarter’s revenues being earned during the last month of the quarter and, accordingly, not converted from accounts receivable to cash by September 30. Although cash decreased by approximately $1.2 million during the quarter, accounts receivable increased by approximately $1.2 million. |
Nine Months Ended September 30, 2011 Financial Summary
| • | Total revenue increased $2.0 million, or 8%, to $27.5 million for the nine months ended September 30, 2011, compared to $25.5 million for the nine months ended September 30, 2010. |
| • | Product and license revenue increased by 18%, to 10.1 million for the nine months ended September 30, 2011, from $8.5 million for the nine months ended September 30, 2010. |
| • | Technology development revenues increased by 3%, to $17.4 million for the nine months ended September 30, 2011, from $16.9 million for the nine months ended September 30, 2010. |
| • | Gross profit increased by 10%, to $10.5 million for the nine months ended September 30, 2011, from $9.6 million for the nine months ended September 30, 2010. |
| • | Selling, general and administrative expenses decreased by 7% to $9.3 million, or 34% of total revenues, for the nine months ended September 30, 2011, from $10.0 million, or 39% of total revenues, for the nine months ended September 30, 2010. |
~MORE~
| LUNA INNOVATIONS INCORPORATED | Luna Q311 Earnings, Page 4 |
| • | Total operating expenses decreased by 1% to $11.3 million, or 41% of total revenues, for the nine months ended September 30, 2011, from $11.5 million, or 45% of total revenues, for the nine months ended September 30, 2010. |
| • | Adjusted EBITDA remained relatively unchanged at $2.1 million for the nine months ended September 30, 2011 and 2010. |
| • | Net loss attributable to common stockholders improved to $1.1 million, or $0.08 per basic and diluted common share, for the nine months ended September 30, 2011, compared to a net loss attributable to common stockholders of $2.5 million, or $0.19 per basic and diluted common share, for the nine months ended September 30, 2010. |
Outlook for the Remainder of 2011
Based on information as of November 14, 2011, the company expects total revenue for 2011 to be in the range of $35.6 million to $36.1 million. Also for 2011, the company anticipates a net loss to common stockholders in the range of $1.8 million to $2.0 million. For the fourth quarter of 2011, the company expects revenue of approximately $8.0 million to $8.5 million and a net loss attributable to common stockholders of approximately $0.7 million to $1.0 million.
Non-GAAP Measures
In evaluating the operating performance of its business, Luna’s management excludes certain charges and credits that are required by generally accepted accounting principles (“GAAP”). These non-GAAP results provide useful information to both management and investors by excluding items that the company believes may not be indicative of its operating performance, because either they are unusual and the company does not expect them to recur in the ordinary course of its business or they are unrelated to the ongoing operation of the business in the ordinary course. These non-GAAP measures should be considered in addition to results and guidance prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure in the table following the financial statements attached to this press release.
~MORE~
| LUNA INNOVATIONS INCORPORATED | Luna Q311 Earnings, Page 5 |
Conference Call Information
As previously announced, Luna Innovations will conduct an investor conference call at 5:00 p.m. (EST) today to discuss its financial results and business developments for the third quarter of 2011 and expectations for the remainder of 2011. The call can be accessed by dialing 866.730.5763 domestically or 857.350.1587 internationally prior to the start of the call. The participant access code is 10860626. Investors are advised to dial in at least five minutes prior to the call to register. The conference call will also be webcast live over the Internet. The webcast can be accessed by logging on to the “Investor Relations” section of the Luna Innovations website, www.lunainnovations.com, prior to the event. The webcast will be archived under the “Webcasts and Presentations” section of the Luna Innovations website for at least 30 days following the conference call.
About Luna Innovations:
Luna Innovations Incorporated (www.lunainnovations.com) is focused on sensing and instrumentation. Luna develops and manufactures new-generation products for the healthcare, telecommunications, energy and defense markets. The company’s products are used to measure, monitor, protect and improve critical processes in the markets we serve. Through its disciplined commercialization business model, Luna has become a recognized leader in transitioning science to solutions. Luna is headquartered in Roanoke, Virginia.
Forward-Looking Statements:
The statements in this release that are not historical facts constitute “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These statements include our expectations regarding financial results for the fourth quarter and full year 2011, as well as the company’s focus on opportunities in fiber optic sensing and secure computing. Management cautions the reader that these forward-looking statements are only predictions and are subject to a number of both known and unknown risks and uncertainties, and actual results, performance, and/or achievements of the company may differ materially from the future results, performance, and/or achievements expressed or implied by these forward-looking statements as a result of a number of factors. These factors include, without limitation the fact that the outlook for the fourth quarter and full year 2011 could change, failure of demand for the company’s products and services to meet expectations, and those risks and uncertainties set forth in the company’s periodic reports and other filings with the Securities and Exchange Commission. Such filings are available at the SEC’s website at www.sec.gov and at the company’s website at www.lunainnovations.com. The statements made in this release are based on information available to the company as of the date of this release and Luna Innovations undertakes no obligation to update any of the forward-looking statements after the date of this release.
~MORE~
| LUNA INNOVATIONS INCORPORATED | Luna Q311 Earnings, Page 6 |
Luna Innovations Incorporated
Condensed Consolidated Statements of Operations
| Three Months
Ended September 30, |
Nine Months
Ended September 30, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| Revenues: |
||||||||||||||||
| Technology development revenues |
$ | 6,161,826 | $ | 5,027,024 | $ | 17,406,515 | $ | 16,929,621 | ||||||||
| Product and license revenues |
2,681,184 | 3,558,118 | 10,058,709 | 8,539,953 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenues |
8,843,010 | 8,585,142 | 27,465,224 | 25,469,574 | ||||||||||||
| Cost of revenues: |
||||||||||||||||
| Technology development costs |
3,630,163 | 3,534,089 | 11,910,771 | 11,559,351 | ||||||||||||
| Product and license costs |
1,719,039 | 1,613,499 | 5,059,507 | 4,332,600 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total cost of revenues |
5,349,202 | 5,147,588 | 16,970,278 | 15,891,951 | ||||||||||||
|
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|
|
|
|
|
|
|||||||||
| Gross Profit |
3,493,808 | 3,437,554 | 10,494,946 | 9,577,623 | ||||||||||||
| Operating expense: |
||||||||||||||||
| Selling, general and administrative |
2,303,325 | 3,383,121 | 9,340,545 | 10,044,549 | ||||||||||||
| Research, development, and engineering |
877,741 | 307,777 | 1,950,275 | 1,249,385 | ||||||||||||
| Reorganization expense |
— | 53,597 | — | 161,801 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expense |
3,181,066 | 3,744,495 | 11,290,820 | 11,455,735 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating net income/(loss) |
312,742 | (306,941 | ) | (795,874 | ) | (1,878,112 | ) | |||||||||
| Other income/(expense): |
||||||||||||||||
| Other income/(expense) |
21,953 | 10,000 | 57,793 | (5,477 | ) | |||||||||||
| Interest expense |
(91,908 | ) | (124,756 | ) | (290,634 | ) | (352,282 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other income/(expense) |
(69,955 | ) | (114,756 | ) | (232,841 | ) | (357,759 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income/(loss) before income taxes |
242,787 | (421,697 | ) | (1,028,715 | ) | (2,235,871 | ) | |||||||||
| Income tax expense |
287 | 1,817 | 10,307 | 1,817 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income (loss) |
242,500 | (423,514 | ) | (1,039,022 | ) | (2,237,688 | ) | |||||||||
| Preferred stock dividend |
20,616 | 93,000 | 94,952 | 267,633 | ||||||||||||
|
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|
|
|
|
|
|
|
|||||||||
| Net income/(loss) attributable to common stockholders |
$ | 221,884 | $ | (516,514 | ) | $ | (1,133,974 | ) | $ | (2,505,321 | ) | |||||
|
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|
|
|
|
|
|
|
|||||||||
| Net income/(loss) per share of common stock: |
||||||||||||||||
| Basic |
$ | 0.02 | $ | (0.04 | ) | $ | (0.08 | ) | $ | (0.19 | ) | |||||
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| Diluted |
$ | 0.01 | $ | N/A | $ | N/A | $ | N/A | ||||||||
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|
|||||||||
| Weighted average shares: |
||||||||||||||||
| Basic |
13,669,724 | 13,188,913 | 13,598,249 | 12,890,752 | ||||||||||||
| Diluted |
15,898,639 | N/A | N/A | N/A | ||||||||||||
~MORE~
| LUNA INNOVATIONS INCORPORATED | Luna Q311 Earnings, Page 7 |
Luna Innovations Incorporated
Condensed Consolidated Balance Sheets
| September 30, 2011 |
December 31, 2010 |
|||||||
| (unaudited) | ||||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 6,833,450 | $ | 7,216,580 | ||||
| Accounts receivable, net |
7,908,792 | 7,669,625 | ||||||
| Inventory, net |
3,570,266 | 3,106,600 | ||||||
| Prepaid expenses |
849,090 | 665,210 | ||||||
| Other current assets |
35,717 | 45,348 | ||||||
|
|
|
|
|
|||||
| Total current assets |
19,197,315 | 18,703,363 | ||||||
| Property and equipment, net |
3,010,999 | 3,204,670 | ||||||
| Intangible assets, net |
652,050 | 664,418 | ||||||
| Other assets |
246,835 | 303,210 | ||||||
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|
|||||
| Total assets |
$ | 23,107,199 | $ | 22,875,661 | ||||
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|
|||||
| Current Liabilities: |
||||||||
| Revolving line of credit |
$ | — | $ | 2,500,000 | ||||
| Current portion of long term-debt obligation |
1,500,000 | 1,195,784 | ||||||
| Current portion of capital lease obligation |
50,192 | 2,194 | ||||||
| Accounts payable |
1,860,793 | 2,008,183 | ||||||
| Accrued liabilities |
3,515,097 | 3,549,604 | ||||||
| Deferred credits |
1,408,562 | 1,392,602 | ||||||
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|
|||||
| Total current liabilities |
8,334,644 | 10,648,367 | ||||||
| Long-term debt obligation |
4,000,000 | 2,611,609 | ||||||
| Long-term lease obligation |
196,033 | — | ||||||
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|
|||||
| Total liabilities |
12,530,677 | 13,259,976 | ||||||
| Commitments and contingencies |
||||||||
| Stockholders’ equity: |
||||||||
| Preferred stock |
1,322 | 1,322 | ||||||
| Common stock |
13,835 | 13,526 | ||||||
| Additional paid-in capital |
58,776,258 | 56,681,756 | ||||||
| Accumulated deficit |
(48,214,893 | ) | (47,080,919 | ) | ||||
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|
|||||
| Total stockholders’ equity |
10,576,522 | 9,615,685 | ||||||
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|
|||||
| Total liabilities and stockholders’ equity |
$ | 23,107,199 | $ | 22,875,661 | ||||
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|
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~MORE~
| LUNA INNOVATIONS INCORPORATED | Luna Q311 Earnings, Page 8 |
Luna Innovations Incorporated
Condensed Consolidated Statements of Cash Flows
| Nine months
ended September 30, |
||||||||
| 2011 | 2010 | |||||||
| (unaudited) | ||||||||
| Cash flows used in operating activities |
||||||||
| Net loss |
$ | (1,039,022 | ) | $ | (2,237,688 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities |
||||||||
| Depreciation and amortization |
1,042,700 | 953,630 | ||||||
| Share-based compensation |
1,737,220 | 2,616,024 | ||||||
| Warrant expense |
41,752 | 149,850 | ||||||
| Change in assets and liabilities: |
||||||||
| Accounts receivable |
(239,167 | ) | 625,016 | |||||
| Inventory |
(463,666 | ) | (140,220 | ) | ||||
| Other current assets |
(174,249 | ) | 736,834 | |||||
| Other assets |
56,375 | 71,029 | ||||||
| Accounts payable and accrued expenses |
(223,648 | ) | (3,417,135, | ) | ||||
| Deferred credits |
(174,040 | ) | 316,332 | |||||
|
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|
|
|||||
| Net cash provided by/(used in) operating activities |
564,255 | (326,328 | ) | |||||
|
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|
|||||
| Cash flows used in investing activities |
||||||||
| Acquisition of property and equipment |
(289,777 | ) | (50,540 | ) | ||||
| Intangible property costs |
(272,741 | ) | (152,404 | ) | ||||
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|
|
|
|
|||||
| Net cash used in investing activities |
(562,518 | ) | (202,944 | ) | ||||
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|
|
|||||
| Cash flows provided by (used in) financing activities |
||||||||
| Payments on capital lease obligations |
(30,113 | ) | (4,000 | ) | ||||
| Proceeds from debt obligations |
6,000,000 | 2,500,000 | ||||||
| Payment of debt obligations |
(6,617,393 | ) | (842,699 | ) | ||||
| Proceeds from the exercise of options and warrants |
262,639 | 799,397 | ||||||
|
|
|
|
|
|||||
| Net cash provided by (used in) financing activities |
(384,867 | ) | 2,452,698 | |||||
|
|
|
|
|
|||||
| Net change in cash |
(383,130 | ) | 1,923,426 | |||||
| Cash and cash equivalents—beginning of period |
7,216,580 | 5,228,802 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents—end of period |
$ | 6,833,450 | $ | 7,152,228 | ||||
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|
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~MORE~
| LUNA INNOVATIONS INCORPORATED | Luna Q311 Earning, Page 9 |
Luna Innovations Incorporated
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
| Three Months
Ended September 30, |
Nine Months
Ended September 30, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA: |
||||||||||||||||
| Net income (loss) |
$ | 242,500 | $ | (423,514 | ) | $ | (1,039,022 | ) | $ | (2,237,688 | ) | |||||
| Interest expense |
91,908 | 124,756 | 290,634 | 352,282 | ||||||||||||
| Income tax expense |
287 | 1,817 | 10,307 | 1,817 | ||||||||||||
| Depreciation and amortization |
332,432 | 311,652 | 1,042,700 | 953,630 | ||||||||||||
|
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|
|||||||||
| EBITDA |
667,127 | 14,711 | 304,619 | (929,959 | ) | |||||||||||
| Stock-based compensation and warrant expense |
462,073 | 880,676 | 1,778,972 | 2,765,874 | ||||||||||||
| Fees associated with Hansen litigation and Chapter 11 reorganization |
— | 53,597 | — | 284,193 | ||||||||||||
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|||||||||
| Adjusted EBITDA |
$ | 1,129,200 | $ | 948,984 | $ | 2,083,591 | $ | 2,120,108 | ||||||||
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###
Investor Contact:
Dale Messick, CFO
Luna Innovations Incorporated
Phone: 1.540.769.8400
Email: IR@lunainnovations.com