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 12, 2015
Luna Innovations Incorporated
(Exact name of registrant as specified in its charter)
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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):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 2.02. | Results of Operations and Financial Condition |
On March 12, 2015, Luna Innovations Incorporated (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2014, 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.
The information provided in Item 2.02 is incorporated herein by reference.
Forward-Looking Statements
This report includes information that constitutes “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that involve risk and uncertainties. These statements include expectations regarding the Company’s operating results and future growth of the Company’s fiber optic sensing products, as well as the opportunity for further growth and improved profitability from the potential merger with Advanced Photonix, Inc. The Company 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, failure of demand for the Company’s products and services to meet expectations, technological challenges, other risks related to the potential merger with Advanced Photonix, Inc. 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.lunainc.com. The statements made in this report are based on information available to the Company as of the date of this report and the Company undertakes no obligation to update any of the forward-looking statements after the date of this report except as required by law.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Additional Information Has Been and Will Be Filed with the SEC
Luna has filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement of Luna and API and also constitutes a preliminary prospectus of Luna. The registration statement has not yet become effective. Luna and API plan to mail the joint proxy statement/prospectus to their respective stockholders in connection with the transaction.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LUNA, API, THE TRANSACTION AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the definitive joint proxy statement/prospectus and other documents filed with the SEC by Luna and API through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the definitive joint proxy statement/prospectus and other documents filed by Luna with the SEC by contacting Luna at One Riverside Circle, Suite 400, Roanoke, Virginia 24016, Attention: Investor Relations or by calling 540-769-8400, and will be able to obtain free copies of the definitive joint proxy
statement/prospectus and other documents filed by API by contacting API at 2925 Boardwalk Drive, Ann Arbor, Michigan 48104, Attention: Investor Relations or by calling 734-864-5699.
Participants In the Solicitation
Luna and API and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the respective stockholders of Luna and API in respect of the transaction described in the joint proxy statement/prospectus. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective stockholders of Luna and API in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive joint proxy statement/prospectus when it is filed with the SEC. Information regarding Luna’s directors and executive officers is contained in Luna’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on April 10, 2014 and its proxy statement on Schedule 14A, filed with the SEC on April 15, 2014, which are filed with the SEC. Information regarding API’s directors and executive officers is contained in API’s Annual Report on Form 10-K for the year ended March 31, 2014 and its proxy statement on Schedule 14A, filed with the SEC on July 11, 2014.
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Item 9.01. | Financial Statements and Exhibits |
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Exhibit | | Description |
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99.1 | | Press Release dated March 12, 2015 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.
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Luna Innovations Incorporated |
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By: | | /s/ Talfourd H. Kemper, Jr. |
| | Talfourd H. Kemper, Jr. Vice President and General Counsel |
Date: March 12, 2015
EXHIBIT INDEX
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Exhibit | | Description |
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99.1 | | Press Release dated March 12, 2015 by Luna Innovations Incorporated. |
Exhibit 99.1
Luna Innovations Incorporated Reports Fourth Quarter and Full Year 2014 Financial Results
Fourth quarter products and licensing revenue increased 60% compared to prior year quarter
(ROANOKE, VA, March 12, 2015) - Luna Innovations Incorporated (NASDAQ: LUNA) today announced its financial results for the fourth quarter and year ended December 31, 2014.
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• | Total revenue for the quarter was $6.2 million, up 32% compared to prior year quarter |
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• | Product and licensing revenue for the quarter was $2.9 million, up 60% compared to prior year quarter |
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• | Gross profit for the quarter was $2.2 million, up 52% compared to prior year quarter |
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• | Operating loss for the quarter was $0.9 million, an improvement of $1.9 million compared to prior year quarter |
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• | Total revenue for the year was $21.3 million, up 16% over 2013 |
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• | Product and license revenue for the year was $9.1 million, up 31% over 2013 |
“The fourth quarter was a strong finish to the year for us,” said My Chung, president and chief executive officer. “Increased sales of our ODiSI platform for measuring strain and temperature coupled with the continued recovery for our telecom test & measurement products drove significant top line growth for us in the fourth quarter and set us on a path for continuing to improve our operating results. As we look forward to our anticipated merger with Advanced Photonix, we are excited by the opportunity this combination presents us to drive overall revenue growth and to accelerate our path to profitability.”
Fourth Quarter Financial Highlights
Total revenue for the fourth quarter of 2014 increased 32%, to $6.2 million, compared to $4.7 million in the fourth quarter of 2013. The increase in total revenue was driven by growth in both the product and licensing and the technology development segments. Product and licensing revenue increased 60% to $2.9 million in the fourth quarter of 2014, compared to $1.8 million in the fourth quarter of 2013, reflecting continued growth in sales of ODiSI systems for measurement of strain and temperature and OVA systems for testing of optical components. Technology development revenue increased 14% to $3.2 million, compared to $2.9 million for the fourth quarter of 2013.
Gross profit improved to $2.2 million, or 36% of revenue, for the fourth quarter of 2014, compared to gross profit of $1.5 million, or 31% of revenue, for the fourth quarter of 2013. The improved margin resulted from the revenue mix, with product and licensing revenue representing a higher proportion of total revenues in 2014 and having higher margins than technology development revenue.
Selling, general and administrative expenses decreased 24% to $2.7 million for the fourth quarter of 2014, compared to $3.5 million for the fourth quarter of 2013, driven largely by lower compensation costs. Research, development and engineering expenses decreased to $0.4 million for the fourth quarter of 2014 compared to $0.7 million for the fourth quarter of 2013, reflecting lower operating expenses following the sale of the medical shape sensing business in January 2014.
Growth in revenues and margins along with reduced operating expenses resulted in a $1.9 million improvement in operating loss to $0.9 million for the fourth quarter of 2014, compared to an operating loss of $2.8 million in the fourth quarter of 2013.
Income from discontinued operations was $0.3 million for the fourth quarter of 2014, compared to income from discontinued operations of $0.4 million in the fourth quarter of 2013. Discontinued operations for the 2013 period includes the revenues and costs recognized with the medical shape sensing business, which was sold in January 2014 to Intuitive Surgical. For the 2014 period, the income from discontinued operations reflected the allocation of income taxes between continuing operations and discontinued operations.
Net loss attributable to common stockholders for the fourth quarter of 2014 improved $1.1 million to $0.9 million, compared to a net loss attributable to common stockholders of $2.0 million for the fourth quarter of 2013. Adjusted EBITDA improved to $(0.2) million for the fourth quarter of 2014, compared to $(1.5) million for the fourth quarter of 2013.
Full Year 2014 Financial Highlights
Total revenue increased 16% to $21.3 million in 2014, compared to total revenue of $18.3 million in 2013. This increase in revenue was driven primarily by growth in product and licensing revenue, which improved 31% to $9.1 million in 2014 compared to $6.9 million in 2013, reflecting increased sales of ODiSI and OVA products. Technology development revenues increased 7% to $12.2 million in 2014 compared to $11.4 million in 2013.
Gross profit for 2014 increased to $7.8 million, or 37% of revenue, compared to gross profit of $6.0 million, or 33% of revenue, for 2013.
Selling, general and administrative expenses decreased 11% to $10.3 million in 2014, compared to $11.5 million in 2013. The decrease in selling, general and administrative expenses reflects the transaction related expenses incurred in 2013 with respect to the sale of our medical shape sensing business as well as cost reduction initiatives undertaken during 2014 following the sale.
Research, development and engineering expenses decreased 18% to $2.1 million in 2014, compared to $2.6 million in 2013. The reduction in research, development and engineering expenses reflects lower engineering expenses following the sale of the medical shape sensing business in January 2014, which included the transfer of ten employees to Intuitive Surgical.
Improved revenues, margins and operating expenses all contributed to a $3.5 million improvement in the company’s operating loss in 2014. For the year, the operating loss was $4.5 million, compared to an operating loss of $8.0 million for 2013.
Income from discontinued operations increased to $9.3 million in 2014, compared to $4.7 million in 2013. For 2014, income from discontinued operations consists primarily of the gain, net of tax, recognized on the sale of the medical shape sensing business in January 2014. This amount does not include any amounts that may be received in future periods upon completion of the final technical milestone, or any potential future royalty payments, under the agreement with Intuitive Surgical. For 2013, income from discontinued operations includes the gain, net of tax, recognized on the sale of the Secure Computing and Communications group in March 2013, the operating results of the Secure Computing and Communications group prior to the date of sale, and the operating results associated with the medical shape sensing business for 2013.
Net income attributable to common stockholders improved to $5.9 million for 2014, compared to a net loss attributable to common stockholders of $0.9 million for 2013. Adjusted EBITDA for 2014 was $(2.5) million compared, to $(4.7) million for 2013.
Non-GAAP Measures
In evaluating the operating performance of its business, Luna’s management considers Adjusted EBITDA, which excludes certain charges and credits that are required by generally accepted accounting principles (“GAAP”). Adjusted EBITDA provides useful information to both management and investors by excluding the effect of certain non-cash expenses and 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. Adjusted EBITDA 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. Adjusted EBITDA has 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 will conduct an investor conference call at 5:00 p.m. (EDT) today to discuss its financial results and business developments for the fourth quarter of 2014. The call can be accessed by dialing 877.299.4454 domestically or 617.597.5447 internationally prior to the start of the call. The participant access code is 31057565. 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 website, www.lunainc.com, prior to the event. The webcast will be archived under the “Webcasts and Presentations” section of the Luna website for at least 30 days following the conference call.
About Luna:
Luna Innovations Incorporated (www.lunainc.com) is a public company composed of scientists, engineers, and business professionals developing and manufacturing a new generation of technologies and products. It has been successful in taking innovative technologies from applied research to product development and ultimately to the commercial market, driving breakthroughs in fields such as aerospace, automotive, telecommunications, healthcare, energy, and defense.
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 the company’s operating results and future growth of the company’s fiber optic sensing products, as well as the opportunity for further growth and improved profitability from the potential merger with Advanced Photonix, Inc. 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, failure of demand for the company’s products and services to meet expectations, technological challenges, other risks related to the potential merger with Advanced Photonix, Inc. 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.lunainc.com. The statements made in this release are based on information available to the company as of the date of this release and Luna undertakes no obligation to update any of the forward-looking statements after the date of this release.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Additional Information Has Been and Will Be Filed with the SEC
Luna has filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement of Luna and API and also constitutes a preliminary prospectus of Luna. The registration statement has not yet become effective. Luna and API plan to mail the joint proxy statement/prospectus to their respective stockholders in connection with the merger.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LUNA, API, THE MERGER AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the definitive joint proxy statement/prospectus and other documents filed with the SEC by Luna and API through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the definitive joint proxy statement/prospectus and other documents filed by Luna with the SEC by contacting Luna at One Riverside Circle, Suite 400, Roanoke, Virginia 24016, Attention: Investor Relations or by calling 540-769-8400, and will be able to obtain free copies of the definitive joint proxy statement/prospectus and other documents filed by API by contacting API at 2925 Boardwalk Drive, Ann Arbor, Michigan 48104, Attention: Investor Relations or by calling 734-864-5699.
Participants In the Solicitation
Luna and API and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the respective stockholders of Luna and API in respect of the transaction described in the joint proxy statement/prospectus. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective stockholders of Luna and API in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive joint proxy statement/prospectus when it is filed with the SEC. Information regarding Luna’s directors and executive officers is contained in Luna’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on April 10, 2014 and its proxy statement on Schedule 14A, filed with the SEC on April 15, 2014, which are filed with the SEC. Information regarding API’s directors and executive officers is contained in API’s Annual Report on Form 10-K for the year ended March 31, 2014 and its proxy statement on Schedule 14A, filed with the SEC on July 11, 2014.
Luna Innovations Incorporated
Consolidated Statements of Operations
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| Three months ended December 31, | | Years ended December 31, |
| 2013 | | 2014 | | 2013 | | 2014 |
| (unaudited) | | | | (unaudited) |
Revenues: | | | | | | | |
Technology development revenues | $ | 2,857,125 |
| | $ | 3,243,980 |
| | $ | 11,421,868 |
| | $ | 12,205,889 |
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Products and licensing revenues | 1,841,266 |
| | 2,945,302 |
| | 6,911,707 |
| | 9,054,101 |
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Total revenues | 4,698,391 |
| | 6,189,282 |
| | 18,333,575 |
| | 21,259,990 |
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Cost of revenues: | | | | | | |
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Technology development costs | 2,205,938 |
| | 2,583,424 |
| | 8,882,071 |
| | 9,376,485 |
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Products and licensing costs | 1,033,067 |
| | 1,392,580 |
| | 3,402,882 |
| | 4,046,885 |
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Total cost of revenues | 3,239,005 |
| | 3,976,004 |
| | 12,284,953 |
| | 13,423,370 |
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Gross profit | 1,459,386 |
| | 2,213,278 |
| | 6,048,622 |
| | 7,836,620 |
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Operating expense: | | | | | | |
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Selling, general & administrative | 3,539,095 |
| | 2,702,335 |
| | 11,525,636 |
| | 10,253,847 |
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Research, development, and engineering | 672,405 |
| | 380,684 |
| | 2,558,332 |
| | 2,087,874 |
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Total operating expense | 4,211,500 |
| | 3,083,019 |
| | 14,083,968 |
| | 12,341,721 |
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Operating loss | (2,752,114 | ) | | (869,741 | ) | | (8,035,346 | ) | | (4,505,101 | ) |
Other income/(expense): | | | | | | |
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Other income, net | 75,756 |
| | 21 |
| | 347,062 |
| | 111,452 |
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Interest expense, net | (56,924 | ) | | (15,287 | ) | | (207,538 | ) | | (96,229 | ) |
Total other income/(expense), net | 18,832 |
| | (15,266 | ) | | 139,524 |
| | 15,223 |
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Loss from continuing operations before income taxes | (2,733,282 | ) | | (885,007 | ) | | (7,895,822 | ) | | (4,489,878 | ) |
Income tax (benefit)/expense | (353,729 | ) | | 282,654 |
| | (2,387,422 | ) | | (1,137,228 | ) |
Loss from continuing operations | (2,379,553 | ) | | (1,167,661 | ) | | (5,508,400 | ) | | (3,352,650 | ) |
Operating income/(loss) from discontinued operations, net of $0.3 million, $0.0 million, $0.9 million and $0.0 million of related income taxes | 413,431 |
| | (6,364 | ) | | 1,313,611 |
| | (34,491 | ) |
(Loss)/gain on sale, net of $0.0 million,$(0.3) million, $1.5 million and $1.3 million of related income taxes | (56,631 | ) | | 288,680 |
| | 3,391,639 |
| | 9,381,948 |
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Income from discontinued operations, net of income taxes | 356,800 |
| | 282,316 |
| | 4,705,250 |
| | 9,347,457 |
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Net (loss)/income | (2,022,753 | ) | | (885,345 | ) | | (803,150 | ) | | 5,994,807 |
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Preferred stock dividend | 26,166 |
| | 28,567 |
| | 102,327 |
| | 112,197 |
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Net (loss)/income attributable to common stockholders | $ | (2,048,919 | ) | | $ | (913,912 | ) | | $ | (905,477 | ) | | $ | 5,882,610 |
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Net loss per share from continuing operations: | | | | | | |
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Basic and diluted | $ | (0.17 | ) | | $ | (0.08 | ) | | $ | (0.38 | ) | | $ | (0.23 | ) |
Net income per share from discontinued operations: | | | | | | |
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Basic and diluted | $ | 0.03 |
| | $ | 0.02 |
| | $ | 0.33 |
| | $ | 0.63 |
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Net (loss)/income per share attributable to common stockholders: | | | | | | |
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Basic and diluted | $ | (0.15 | ) | | $ | (0.06 | ) | | $ | (0.06 | ) | | $ | 0.40 |
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Weighted average shares: | | | | | | |
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Basic and diluted | 14,008,772 |
| | 14,485,882 |
| | 14,336,135 |
| | 14,880,697 |
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Luna Innovations Incorporated
Consolidated Balance Sheets
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| December 31, 2013 | | December 31, 2014 |
| | | (unaudited) |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 7,778,541 |
| | $ | 14,116,969 |
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Accounts receivable, net | 5,408,281 |
| | 5,689,615 |
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Inventory, net | 3,346,177 |
| | 3,364,233 |
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Prepaid expenses | 708,974 |
| | 523,553 |
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Other current assets | 70,208 |
| | 191,749 |
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Total current assets | 17,312,181 |
| | 23,886,119 |
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Property and equipment, net | 2,060,709 |
| | 3,497,057 |
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Intangible assets, net | 288,475 |
| | 199,277 |
|
Other assets | 42,710 |
| | 1,995 |
|
Total assets | $ | 19,704,075 |
| | $ | 27,584,448 |
|
Liabilities and stockholders’ equity | | | |
Current Liabilities: | | | |
Current portion of long term debt obligation | 1,500,000 |
| | 625,000 |
|
Current portion of capital lease obligation | 66,617 |
| | 70,725 |
|
Accounts payable | 1,401,764 |
| | 1,447,177 |
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Accrued liabilities | 3,546,585 |
| | 5,536,322 |
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Deferred revenue | 691,424 |
| | 861,081 |
|
Total current liabilities | 7,206,390 |
| | 8,540,305 |
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Long-term debt obligation | 625,000 |
| | — |
|
Long-term capital lease obligation | 110,307 |
| | 39,582 |
|
Total liabilities | 7,941,697 |
| | 8,579,887 |
|
Commitments and contingencies |
| |
|
Stockholders’ equity: | | | |
Preferred stock, par value $0.001, 1,321,514 shares authorized, issued and outstanding at December 31, 2013 and 2014, respectively | 1,322 |
| | 1,322 |
|
Common stock, par value $0.001, 100,000,000 shares authorized, 14,527,335 and 15,110,924 shares issued, 14,527,335 and 15,088,199 shares outstanding at December 31, 2013 and 2014, respectively | 14,842 |
| | 15,541 |
|
Treasury stock at cost, zero shares at December 31, 2013 and 22,725 shares at December 31, 2014 | — |
| | (32,221 | ) |
Additional paid-in capital | 62,756,571 |
| | 64,147,666 |
|
Accumulated deficit | (51,010,357 | ) | | (45,127,747 | ) |
Total stockholders’ equity | 11,762,378 |
| | 19,004,561 |
|
Total liabilities and stockholders’ equity | 19,704,075 |
| | 27,584,448 |
|
Luna Innovations Incorporated
Consolidated Statements of Cash Flows
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| | | | | | | | |
| | Years ended December 31, |
| | 2013 | | 2014 |
| | | | (unaudited) |
Cash flows used in operating activities: | | | | |
Net (loss)/income | | $ | (803,150 | ) | | $ | 5,994,807 |
|
Adjustments to reconcile net (loss)/income to net cash provided/(used in) by operating activities: | | | | |
Depreciation and amortization | | 935,477 |
| | 607,693 |
|
Stock-based compensation | | 1,181,379 |
| | 1,019,445 |
|
Gain on sale of discontinued operations, net of income taxes | | (3,391,639 | ) | | (9,381,948 | ) |
Inventory obsolescence expense | | — |
| | 163,998 |
|
Allowance for doubtful accounts or bad debt expense | | 134,811 |
| | — |
|
Tax benefit from utilization of loss from current year operations | | (1,507,791 | ) | | (1,148,941 | ) |
Changes in operating assets and liabilities: | | | | |
Accounts receivable | | 1,533,827 |
| | (281,334 | ) |
Inventory | | (9,261 | ) | | (220,419 | ) |
Other assets | | (79,180 | ) | | 50,696 |
|
Accounts payable and accrued expenses | | 396,540 |
| | 311,627 |
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Deferred credits | | (178,305 | ) | | 169,657 |
|
Net cash used in operating activities | | (1,787,292 | ) | | (2,714,719 | ) |
Cash flows provided by investing activities: | | | | |
Acquisition of property and equipment | | (186,956 | ) | | (255,242 | ) |
Intangible property costs | | (253,451 | ) | | (252,083 | ) |
Proceeds from sale of discontinued operations, net | | 5,110,855 |
| | 10,927,268 |
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Net cash provided by investing activities | | 4,670,448 |
| | 10,419,943 |
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Cash flows used in financing activities: | | | | |
Payments on debt obligations | | (1,500,000 | ) | | (1,500,000 | ) |
Payments on capital lease obligation | | (57,033 | ) | | (66,617 | ) |
Purchase of treasury stock | | — |
| | (32,221 | ) |
Proceeds from the exercise of options and warrants | | 111,957 |
| | 232,042 |
|
Net cash used in financing activities | | (1,445,076 | ) | | (1,366,796 | ) |
Net change in cash and cash equivalents | | 1,438,080 |
| | 6,338,428 |
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Cash and cash equivalents—beginning of period | | 6,340,461 |
| | 7,778,541 |
|
Cash and cash equivalents—end of period | | $ | 7,778,541 |
| | $ | 14,116,969 |
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Supplemental disclosure of cash flow information | | | | |
Cash paid for interest | | $ | 178,646 |
| | $ | 87,354 |
|
Dividend on preferred stock, 79,292 shares of common stock issuable for each of the years ended December 31, 2013 and 2014, respectively | | $ | 102,327 |
| | $ | 112,177 |
|
Cash paid for income taxes | | $ | 14,010 |
| | $ | 150,000 |
|
Luna Innovations Incorporated
Reconciliation of Net (Loss)/Income to EBITDA and Adjusted EBITDA
|
| | | | | | | | | | | | | | | |
| Three Months Ended
December 31, | | Year Ended
December 31, |
| 2013 | | 2014 | | 2013 | | 2014 |
| (unaudited) | | (unaudited) |
Net (loss)/income | $ | (2,022,753 | ) | | $ | (885,345 | ) | | $ | (803,150 | ) | | $ | 5,994,807 |
|
Less income from discontinued operations, net of income taxes | 356,800 |
| | 282,316 |
| | 4,705,250 |
| | 9,347,457 |
|
Net loss from continuing operations | (2,379,553 | ) | | (1,167,661 | ) | | (5,508,400 | ) | | (3,352,650 | ) |
Interest expense | 56,924 |
| | 15,287 |
| | 207,538 |
| | 96,229 |
|
Tax benefit | (353,729 | ) | | 282,654 |
| | (2,387,422 | ) | | (1,137,228 | ) |
Depreciation and amortization | 224,102 |
| | 127,792 |
| | 935,477 |
| | 607,693 |
|
EBITDA | (2,452,256 | ) | | (741,928 | ) | | (6,752,807 | ) | | (3,785,956 | ) |
Share-based compensation | 269,825 |
| | 450,861 |
| | 1,181,379 |
| | 1,019,445 |
|
Transaction costs | 675,686 |
| | 125,489 |
| | 898,316 |
| | 242,762 |
|
Adjusted EBITDA | $ | (1,506,745 | ) | | $ | (165,578 | ) | | $ | (4,673,112 | ) | | $ | (2,523,749 | ) |
###
Investor Contact:
Dale Messick, CFO
Luna Innovations Incorporated
Phone: 1.540.769.8400
Email: IR@lunainc.com