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): March 8, 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 March 8, 2011, Luna Innovations Incorporated (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2010, which also included certain forward-looking statements relating to the first quarter ending March 31, 2011 and full year ending December 31, 2011 and information regarding a conference call to be held by the Company to discuss those 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.
In accordance with General Instruction B.2 of Form 8-K, 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, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release dated March 8, 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: March 8, 2011
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated March 8, 2011 by Luna Innovations Incorporated. |
Exhibit 99.1
|
Release Luna Innovations Incorporated 1 Riverside Circle, Suite 400 Roanoke, VA 24016 |
Luna Innovations Reports Fourth Quarter 2010 and Full Year Financial Results
Quarterly Revenues Increase 6% from prior year quarter; Fourth Quarter Product and License Revenue Grows 14%
(ROANOKE, VA, March 08, 2011) – Luna Innovations Incorporated (NASDAQ: LUNA) today announced its financial results for the fourth quarter and year ended December 31, 2010.
As compared to the same quarter last year, total revenue increased 6.2%, from $8.5 million in the fourth quarter of 2009 to $9.1 million in the fourth quarter of 2010. Gross profit increased 5.5% from $3.2 million in the fourth quarter of 2009 to $3.4 million in 2010. In the fourth quarter of 2009, the company reported net income of $24.9 million due to a one-time benefit associated with a $26.6 million reduction in litigation reserves. Excluding that reduction in litigation reserves, the company would have reported a net loss attributable to common stockholders of $1.7 million for the fourth quarter of 2009 compared to a net loss attributable to common stockholders of $0.5 million for the fourth quarter of 2010. Adjusted EBITDA, excluding reorganization and Hansen litigation related costs, was $1.0 million for both the fourth quarter of 2009 and 2010.
For the full year, revenues decreased slightly from $34.6 million in 2009 to $34.5 million in 2010, reflecting a 29.4% increase in product and license revenues offset by an 11% decrease in technology development revenues. Gross profit increased 1.5% from $12.8 million in 2009 to $12.9 million in 2010. Net loss decreased 87.2% from 2009 to 2010 from $20.4 million to $2.6 million due primarily to costs incurred in connection with the company’s litigation with Hansen and the company’s reorganization during 2009. Adjusted EBITDA, excluding litigation and bankruptcy related costs, improved 25.3% from $2.3 million in 2009 to $2.9 million in 2010.
Dale Messick, interim President and Chief Operating Officer, provided this overview of Luna’s results: “We are pleased to report improvements in both revenues and operating expenses, excluding litigation and reorganization costs, for the quarter as we continue our progress toward profitability. Our net loss attributable to common stockholders of less than $0.5 million for the quarter and positive adjusted EBITDA of approximately $1.0 million for the quarter clearly demonstrate the benefits we have realized through our cost reduction initiatives over the past two years while at the same time continuing to expand our market presence, particularly in providing industry leading fiber-optic solutions to our customers.”
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| LUNA INNOVATIONS INCORPORATED | Luna Q410 Earnings, Page 2 |
Fourth Quarter Financial and Business Highlights
| • | Total revenues for the fourth quarter of 2010 increased 6.2% compared to the fourth quarter of 2009. |
| • | Product and license revenues grew 14.5% to $3.6 million in the fourth quarter of 2010 compared to $3.1 million in the fourth quarter of 2009. |
| • | Technology Development Division revenues increased approximately 1% from $5.4 million in the fourth quarter of 2009 to $5.5 million in the fourth quarter of 2010. |
| • | Gross profit improved 5.5% from $3.2 million in the fourth quarter of 2009 to $3.4 million in the fourth quarter of 2010. |
| • | Selling, general and administrative expenses decreased 2.0% to $3.2 million in the fourth quarter of 2010 compared to $3.3 million in the corresponding quarter of 2009. |
| • | Adjusted EBITDA excluding reorganization and litigation related items remained essentially unchanged at approximately $1.0 million in both the fourth quarter of 2010 and the fourth quarter of 2009. |
| • | Net income attributable to common stockholders in the fourth quarter of 2009 totaled $24.9 million, largely due to the one-time litigation reserve benefit, compared to a net loss of $0.5 million in the fourth quarter of 2010. |
| • | Cash and cash equivalents totaled $7.2 million at December 31, 2010, as compared to $5.2 million at December 31, 2009. During 2010, Luna paid the pre-petition amounts due under its plan of reorganization and borrowed $2.5 million from its revolving line of credit with Silicon Valley Bank. The line of credit was scheduled to mature in the first quarter of 2011 but has been extended until May 2011. |
| • | Received orders in the fourth quarter of 2010 for approximately $3.5 million in test and measurement products compared to $2.4 million in the same quarter of 2009, representing a 46% increase. |
| • | Total Backlog in our Technology Development Division business segment was $26.3 million at December 31, 2010 compared to $19.6 million at December 31, 2009. |
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| LUNA INNOVATIONS INCORPORATED | Luna Q410 Earnings, Page 3 |
Full Year Financial and Business Highlights
| • | Revenues of $34.5 million for 2010 were essentially flat compared to revenues of $34.6 million in 2009. |
| • | Operating expenses, excluding non-recurring charges for litigation, reorganization, and asset impairments, decreased 4.0% from $15.5 million in 2009 to $14.9 million in 2010. |
| • | Adjusted EBITDA, excluding reorganization and Hansen litigation related costs, improved 25.3% to $2.9 million in 2010 from $2.3 million in 2009. |
| • | Gross profit increased 1.5% to $12.9 million in 2010 from $12.8 million in 2009. |
| • | Net loss decreased 87.2% from 2009 to 2010 from $20.4 million to $2.6 million, due primarily to costs incurred in connection with the company’s litigation with Hansen and reorganization during 2009. |
| • | Net cash outflow for the year 2010, excluding the $2.5 million in borrowings under the company’s revolving credit facility, was $0.5 million. Luna paid substantially all of the prepetition amounts due under its plan of reorganization and the legal fees related to the reorganization during the first six months of 2010. Luna’s total cash and cash equivalents increased from $6.3 million at June 30, 2010, to $7.2 million at December 31, 2010, an improvement of $0.9 million over the second half of 2010. |
Outlook for First Quarter and Full Year 2011
For 2011, the company anticipates continued growth in both its product and license segment and its technology development segment. Based on information as of March 8, 2011, the company currently expects total revenue for 2011 to be in the range of $37.0 million to $39.0 million, consisting of product and license revenue of $14.0 million to $15.0 million and technology development revenue of $23.0 to $24.0 million. Also for 2011, the company anticipates a net loss to common stockholders in the range of $2.0 million to $2.5 million. For the first quarter of 2011, the company expects revenue of approximately $8.0 million to $8.5 million and a net loss to common stockholders of approximately $1.3 million to $1.6 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
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| LUNA INNOVATIONS INCORPORATED | Luna Q410 Earnings, Page 4 |
may not be indicative of its operating performance, because either they are non-cash items or they are unusual items that the company does not expect to recur in the ordinary course of its business or are unrelated to the ongoing operation of the business in the ordinary course. These non-GAAP measures should be considered in addition to results 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.
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 2010 and expectations for 2011. The investor conference call will be available via live webcast on the Luna Innovations website at http://www.lunainnovations.com under the tab “Investor Relations.” To participate by telephone, the domestic dial-in number is 800.901.5218 and the international dial-in number is 617.786.4511. The participant access code is 23583290. Investors are advised to dial in at least five minutes prior to the call to register. The webcast will be archived on the company’s website under “Webcasts and Presentations” for 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 first quarter and full year 2011 and growth in both the company’s product and license segment and its technology development business segment. 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 first quarter of and full year 2011 could change, failure of its product and license segment and/or its technology development business segment to grow, including from decreased sales and/or government funding, and also include, without limitations, 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 http://www.sec.gov, and at the company’s website at http://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.
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| LUNA INNOVATIONS INCORPORATED | Luna Q410 Earnings, Page 5 |
Luna Innovations Incorporated
Consolidated Statements of Operations
| Three Months Ended December 31, |
Year Ended December 31, |
|||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||
| Revenues: |
||||||||||||||||
| Technology development |
$ | 5,475,310 | $ | 5,402,400 | $ | 22,404,931 | $ | 25,198,038 | ||||||||
| Product and license |
3,593,510 | 3,139,228 | 12,133,463 | 9,373,849 | ||||||||||||
| Total |
9,068,820 | 8,541,628 | 34,538,394 | 34,571,887 | ||||||||||||
| Cost of revenues: |
||||||||||||||||
| Technology development |
4,248,758 | 3,842,761 | 15,808,108 | 17,031,768 | ||||||||||||
| Product and license |
1,453,967 | 1,508,510 | 5,786,567 | 4,783,586 | ||||||||||||
| Total |
5,702,725 | 5,351,271 | 21,594,675 | 21,815,354 | ||||||||||||
| Gross profit |
3,366,095 | 3,190,357 | 12,943,719 | 12,756,533 | ||||||||||||
| Operating expense: |
||||||||||||||||
| Selling, general, and administrative |
3,246,191 | 3,311,760 | 13,297,705 | 16,345,578 | ||||||||||||
| Research, development, and engineering |
451,701 | 531,490 | 1,694,643 | 2,874,666 | ||||||||||||
| Litigation reserve |
— | (26,633,915 | ) | — | 9,669,728 | |||||||||||
| Impairment of intangible assets |
— | — | — | 1,310,598 | ||||||||||||
| Reorganization costs |
12,490 | 1,024,936 | 174,292 | 1,897,580 | ||||||||||||
| Total |
3,710,382 | (21,765,729 | ) | 15,166,640 | 32,098,150 | |||||||||||
| Operating income/ (loss) |
(344,287 | ) | 24,956,086 | (2,222,921 | ) | (19,341,617 | ) | |||||||||
| Other income/(expense) |
||||||||||||||||
| Interest expense, net |
(122,163 | ) | (80,997 | ) | (474,408 | ) | (503,699 | ) | ||||||||
| Other |
84,109 | 18,902 | 77,299 | 735 | ||||||||||||
| Total |
(38,054 | ) | (62,095 | ) | (397,109 | ) | (502,964 | ) | ||||||||
| Income/(loss) before income taxes |
(382,341 | ) | 24,893,991 | (2,620,030 | ) | (19,844,581 | ) | |||||||||
| Income tax expense |
— | — | — | 600,000 | ||||||||||||
| Net income/ (loss) |
(382,341 | ) | 24,893,991 | (2,620,030 | ) | (20,444,581 | ) | |||||||||
| Preferred stock dividend |
93,000 | — | 360,633 | — | ||||||||||||
| Net income/(loss) attributable to common stockholders |
$ | (475,341 | ) | $ | 24,893,991 | $ | (2,980,663 | ) | $ | (20,444,581 | ) | |||||
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| LUNA INNOVATIONS INCORPORATED | Luna Q410 Earnings, Page 6 |
Luna Innovations Incorporated
Condensed Consolidated Balance Sheets
| December 31, 2010 |
December 31, 2009 |
|||||||
| (Unaudited) | ||||||||
| Assets |
||||||||
| Current Assets |
||||||||
| Cash and cash equivalents |
$ | 7,216,580 | $ | 5,228,802 | ||||
| Accounts receivable, net |
7,669,625 | 7,203,203 | ||||||
| Inventory |
3,106,600 | 2,890,364 | ||||||
| Other current assets |
710,558 | 1,290,496 | ||||||
| Total current assets |
18,703,363 | 16,612,865 | ||||||
| Property and equipment, net |
3,204,670 | 4,129,015 | ||||||
| Intangible assets, net |
664,418 | 580,785 | ||||||
| Other assets |
303,210 | 435,259 | ||||||
| Total assets |
$ | 22,875,661 | $ | 21,757,924 | ||||
| Liabilities and stockholders’ equity (deficit) |
||||||||
| Liabilities not subject to compromise |
||||||||
| Current portion of long term debt |
$ | 1,195,784 | $ | — | ||||
| Current portion of capital lease obligation |
2,194 | 7,510 | ||||||
| Line of credit |
2,500,000 | — | ||||||
| Accounts payable |
2,008,182 | 1,142,267 | ||||||
| Accrued liabilities |
3,549,604 | 3,379,339 | ||||||
| Deferred credits |
1,392,602 | 1,027,016 | ||||||
| Total liabilities not subject to compromise |
10,648,366 | 5,556,132 | ||||||
| Liabilities subject to compromise |
— | 19,062,000 | ||||||
| Long term debt |
2,611,609 | — | ||||||
| Total liabilities |
13,259,975 | 24,618,132 | ||||||
| Stockholders’ equity |
||||||||
| Preferred stock |
1,322 | — | ||||||
| Common stock |
13,526 | 11,352 | ||||||
| Additional paid-in capital |
56,681,757 | 41,228,698 | ||||||
| Accumulated deficit |
(47,080,919 | ) | (44,100,258 | ) | ||||
| Total stockholders’ equity (deficit) |
9,615,686 | (2,860,208 | ) | |||||
| Total liabilities and stockholders’ equity |
$ | 22,875,661 | $ | 21,757,924 | ||||
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| LUNA INNOVATIONS INCORPORATED | Luna Q410 Earnings, Page 7 |
Luna Innovations Incorporated
Condensed Statements of Cash Flows
| Year ended December 31, |
||||||||
| 2010 | 2009 | |||||||
| (Unaudited) | ||||||||
| Cash used in operating activities |
||||||||
| Net loss |
$ | (2,620,030 | ) | $ | (20,444,581 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities |
||||||||
| Depreciation and amortization |
1,331,802 | 1,853,188 | ||||||
| Impairment of intangible assets |
— | 1,310,598 | ||||||
| Share-based compensation |
3,448,330 | 3,216,780 | ||||||
| Deferred tax expense |
— | 600,000 | ||||||
| Bad debt expense |
— | 135,162 | ||||||
| Reorganization costs |
— | 826,234 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(466,422 | ) | (6,332 | ) | ||||
| Refundable income taxes |
— | 98,092 | ||||||
| Inventory |
(261,972 | ) | (61,373 | ) | ||||
| Other assets |
669,759 | (1,264,865 | ) | |||||
| Accounts payable and accrued expenses |
7,091,386 | 259,145 | ||||||
| Litigation reserve |
(9,669,728 | ) | 9,669,728 | |||||
| Deferred credits |
365,586 | (827,266 | ) | |||||
| Net cash used in operating activities |
(111,289 | ) | (4,635,490 | ) | ||||
| Cash used in investing activities |
||||||||
| Acquisition of property and equipment |
(85,149 | ) | (53,111 | ) | ||||
| Intangible property costs |
(365,533 | ) | (642,875 | ) | ||||
| Net cash used in investing activities |
(450,682 | ) | (695,986 | ) | ||||
| Cash from (used in) financing activities |
||||||||
| Payments on capital lease obligations |
(5,316 | ) | (9,886 | ) | ||||
| Proceeds from debt obligations |
2,500,000 | — | ||||||
| Payments of debt obligations |
(834,119 | ) | (5,000,000 | ) | ||||
| Proceeds from exercise of options and warrants |
889,184 | 51,204 | ||||||
| Net cash from (used in) financing activities |
2,549,749 | (4,958,682 | ) | |||||
| Net change in cash |
1,987,778 | (10,290,158 | ) | |||||
| Cash and cash equivalents, beginning of period |
5,228,802 | 15,518,960 | ||||||
| Cash and cash equivalents, end of period |
$ | 7,216,580 | $ | 5,228,802 | ||||
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| LUNA INNOVATIONS INCORPORATED | Luna Q410 Earnings, Page 8 |
Luna Innovations Incorporated
Reconciliation of Non-GAAP Financial Amounts
| Three months ended December 31, |
Year ended December 31, |
|||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Net loss |
$ | (382,341 | ) | $ | 24,893,991 | $ | (2,620,030 | ) | $ | (20,444,581 | ) | |||||
| Interest |
122,163 | 80,997 | 474,408 | 503,699 | ||||||||||||
| Taxes |
— | — | — | 600,000 | ||||||||||||
| Depreciation and amortization |
378,172 | 348,977 | 1,331,802 | 1,853,188 | ||||||||||||
| Impairment of intangible assets |
— | — | — | 1,310,598 | ||||||||||||
| EBITDA |
117,994 | 25,323,965 | (813,819 | ) | (16,177,096 | ) | ||||||||||
| Share-based compensation |
832,306 | 837,810 | 3,448,330 | 3,216,780 | ||||||||||||
| Litigation reserve/ (settlement) |
— | (26,633,915 | ) | — | 9,669,728 | |||||||||||
| Adjusted EBITDA |
950,300 | (472,140 | ) | 2,634,511 | (3,290,588 | ) | ||||||||||
| Costs of reorganization and Hansen litigation |
12,490 | 1,474,137 | 296,683 | 5,629,145 | ||||||||||||
| Adjusted EBITDA excluding reorganization and Hansen litigation |
$ | 962,790 | $ | 1,001,997 | $ | 2,931,194 | $ | 2,338,557 | ||||||||
| Operating Expenses |
$ | 3,710,382 | $ | (21,765,729 | ) | $ | 15,166,640 | $ | 32,098,150 | |||||||
| Litigation reserve |
— | (26,633,915 | ) | — | 9,669,728 | |||||||||||
| Impairment of intangible assets |
— | — | — | 1,310,598 | ||||||||||||
| Reorganization costs |
12,490 | 1,024,936 | 174,292 | 1,897,580 | ||||||||||||
| Litigation costs included in SG&A |
— | 449,201 | 122,391 | 3,731,565 | ||||||||||||
| Adjusted Operating Expenses |
$ | 3,697,892 | $ | 3,394,049 | $ | 14,869,957 | $ | 15,488,679 | ||||||||
###
Investor Contact:
Scott A. Graeff, Interim Chief Financial Officer
Luna Innovations Incorporated
Phone: 1.540.769.8400
Email: IR@lunainnovations.com