|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
54-1560050
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
ITEM 1.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
ITEM 5.
|
||
ITEM 6.
|
||
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
7,090,036
|
|
|
$
|
14,116,969
|
|
Accounts receivable, net
|
9,322,295
|
|
|
5,689,615
|
|
||
Inventory
|
10,037,202
|
|
|
3,364,233
|
|
||
Prepaid expenses and other current assets
|
1,672,120
|
|
|
715,302
|
|
||
Total current assets
|
28,121,653
|
|
|
23,886,119
|
|
||
Property and equipment, net
|
6,672,507
|
|
|
3,497,057
|
|
||
Intangible assets, net
|
11,301,624
|
|
|
199,277
|
|
||
Goodwill
|
913,882
|
|
|
—
|
|
||
Other assets
|
88,948
|
|
|
1,995
|
|
||
Total assets
|
$
|
47,098,614
|
|
|
$
|
27,584,448
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt obligations
|
$
|
1,500,000
|
|
|
$
|
625,000
|
|
Current portion of capital lease obligations
|
46,616
|
|
|
70,725
|
|
||
Accounts payable
|
3,999,036
|
|
|
1,447,177
|
|
||
Accrued liabilities
|
6,710,438
|
|
|
5,468,849
|
|
||
Deferred revenue
|
788,974
|
|
|
861,081
|
|
||
Total current liabilities
|
13,045,064
|
|
|
8,472,832
|
|
||
Long-term deferred rent
|
1,427,572
|
|
|
1,570,377
|
|
||
Long-term debt obligations
|
4,000,000
|
|
|
—
|
|
||
Long-term capital lease obligations
|
40,635
|
|
|
39,582
|
|
||
Total liabilities
|
18,513,271
|
|
|
10,082,791
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, par value $ 0.001, 1,321,514 shares authorized, issued and outstanding at September 30, 2015 and December 31, 2014
|
1,322
|
|
|
1,322
|
|
||
Common stock, par value $ 0.001, 100,000,000 shares authorized, 27,558,569 and 15,110,924 shares issued, 27,390,919 and 15,088,199 shares outstanding at September 30, 2015 and December 31, 2014
|
28,072
|
|
|
15,541
|
|
||
Less treasury stock at cost, 167,650 and 22,725 shares at September 30, 2015 and December 31, 2014
|
(184,934
|
)
|
|
(32,221
|
)
|
||
Additional paid-in capital
|
81,033,787
|
|
|
64,147,666
|
|
||
Accumulated deficit
|
(52,292,904
|
)
|
|
(46,630,651
|
)
|
||
Total stockholders’ equity
|
28,585,343
|
|
|
17,501,657
|
|
||
Total liabilities and stockholders’ equity
|
$
|
47,098,614
|
|
|
$
|
27,584,448
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Technology development
|
$
|
3,277,442
|
|
|
$
|
3,067,022
|
|
|
$
|
9,881,228
|
|
|
$
|
8,961,909
|
|
|
Products and licensing
|
9,927,788
|
|
|
2,303,508
|
|
|
18,688,852
|
|
|
6,108,799
|
|
|
||||
Total revenues
|
13,205,230
|
|
|
5,370,530
|
|
|
28,570,080
|
|
|
15,070,708
|
|
|
||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
||||||||
Technology development
|
2,558,987
|
|
|
2,379,105
|
|
|
7,218,757
|
|
|
6,793,061
|
|
|
||||
Products and licensing
|
5,667,170
|
|
|
908,175
|
|
|
9,886,557
|
|
|
2,654,305
|
|
|
||||
Total cost of revenues
|
8,226,157
|
|
|
3,287,280
|
|
|
17,105,314
|
|
|
9,447,366
|
|
|
||||
Gross profit
|
4,979,073
|
|
|
2,083,250
|
|
|
11,464,766
|
|
|
5,623,342
|
|
|
||||
Operating expense:
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
4,210,718
|
|
|
2,329,713
|
|
|
13,916,545
|
|
|
7,551,512
|
|
|
||||
Research, development and engineering
|
1,491,096
|
|
|
473,527
|
|
|
2,982,451
|
|
|
1,707,190
|
|
|
||||
Total operating expense
|
5,701,814
|
|
|
2,803,240
|
|
|
16,898,996
|
|
|
9,258,702
|
|
|
||||
Operating loss
|
(722,741
|
)
|
|
(719,990
|
)
|
|
(5,434,230
|
)
|
|
(3,635,360
|
)
|
|
||||
Other income/(expense):
|
|
|
|
|
|
|
|
|
||||||||
Other income/(expense), net
|
14,765
|
|
|
—
|
|
|
(7,602
|
)
|
|
111,431
|
|
|
||||
Interest expense
|
(77,417
|
)
|
|
(21,275
|
)
|
|
(136,520
|
)
|
|
(80,942
|
)
|
|
||||
Total other income/(expense)
|
(62,652
|
)
|
|
(21,275
|
)
|
|
(144,122
|
)
|
|
30,489
|
|
|
||||
Loss from continuing operations, before income taxes
|
(785,393
|
)
|
|
(741,265
|
)
|
|
(5,578,352
|
)
|
|
(3,604,871
|
)
|
|
||||
Income tax expense/(benefit)
|
16,296
|
|
|
(274,709
|
)
|
|
19,104
|
|
|
(1,419,882
|
)
|
|
||||
Net loss from continuing operations
|
(801,689
|
)
|
|
(466,556
|
)
|
|
(5,597,456
|
)
|
|
(2,184,989
|
)
|
|
||||
(Loss)/income from discontinued operations, net of income taxes of $0, $0.4 million, $0, and $1.3 million
|
—
|
|
|
(277,614
|
)
|
|
—
|
|
|
9,065,141
|
|
|
||||
Net (loss)/income
|
(801,689
|
)
|
|
(744,170
|
)
|
|
(5,597,456
|
)
|
|
6,880,152
|
|
|
||||
Preferred stock dividend
|
18,217
|
|
|
26,760
|
|
|
64,798
|
|
|
83,630
|
|
|
||||
Net (loss)/income attributable to common stockholders
|
$
|
(819,906
|
)
|
|
$
|
(770,930
|
)
|
|
$
|
(5,662,254
|
)
|
|
$
|
6,796,522
|
|
|
Net loss per share from continuing operations:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.15
|
)
|
|
Net (loss)/income per share from discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
|
$
|
0.61
|
|
|
Net (loss)/income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
0.46
|
|
|
Weighted average common shares and common equivalent shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
27,393,392
|
|
|
15,016,429
|
|
|
21,530,315
|
|
|
14,821,619
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
2015
|
|
2014
|
||||
|
(unaudited)
|
||||||
Cash flows used in operating activities
|
|
|
|
||||
Net (loss)/income
|
$
|
(5,597,456
|
)
|
|
$
|
6,880,152
|
|
Adjustments to reconcile net (loss)/income to net cash used in operating activities
|
|
|
|
||||
Depreciation and amortization
|
1,548,808
|
|
|
491,066
|
|
||
Share-based compensation
|
846,727
|
|
|
738,802
|
|
||
Bad debt expense
|
10,375
|
|
|
—
|
|
||
Gain on sale of discontinued operations, net of income taxes
|
—
|
|
|
(9,093,268
|
)
|
||
Tax benefit from utilization of net operating loss
|
—
|
|
|
(1,437,958
|
)
|
||
Change in assets and liabilities
|
|
|
|
||||
Accounts receivable
|
(328,061
|
)
|
|
139,950
|
|
||
Inventory
|
(1,426,968
|
)
|
|
(92,320
|
)
|
||
Other current assets
|
(396,671
|
)
|
|
(170,857
|
)
|
||
Other assets
|
—
|
|
|
40,715
|
|
||
Accounts payable and accrued expenses
|
(897,163
|
)
|
|
(98,920
|
)
|
||
Deferred revenue
|
(72,107
|
)
|
|
(286,937
|
)
|
||
Net cash used in operating activities
|
(6,312,516
|
)
|
|
(2,889,575
|
)
|
||
Cash flows (used in)/provided by investing activities
|
|
|
|
||||
Acquisition of property and equipment
|
(387,508
|
)
|
|
(199,532
|
)
|
||
Intangible property costs
|
(237,245
|
)
|
|
(197,683
|
)
|
||
Proceeds from sale of discontinued operations, net of fees
|
—
|
|
|
10,927,268
|
|
||
Cash acquired in business combination
|
374,517
|
|
|
—
|
|
||
Net cash (used in)/provided by investing activities
|
(250,236
|
)
|
|
10,530,053
|
|
||
Cash flows used in financing activities
|
|
|
|
||||
Payments on capital lease obligations
|
(56,629
|
)
|
|
(49,587
|
)
|
||
Payments of debt obligations
|
(6,337,355
|
)
|
|
(1,125,000
|
)
|
||
Purchase of treasury stock
|
(152,713
|
)
|
|
(32,221
|
)
|
||
Proceeds from term loan
|
6,000,000
|
|
|
—
|
|
||
Proceeds from the exercise of options
|
82,516
|
|
|
217,945
|
|
||
Net cash used in financing activities
|
(464,181
|
)
|
|
(988,863
|
)
|
||
Net (decrease)/increase in cash and cash equivalents
|
(7,026,933
|
)
|
|
6,651,615
|
|
||
Cash and cash equivalents—beginning of period
|
14,116,969
|
|
|
7,778,541
|
|
||
Cash and cash equivalents—end of period
|
$
|
7,090,036
|
|
|
$
|
14,430,156
|
|
Supplemental disclosure of cash flow information
|
|
|
|
||||
Cash paid for interest
|
$
|
106,998
|
|
|
$
|
54,688
|
|
Cash paid for income taxes
|
$
|
19,104
|
|
|
$
|
—
|
|
Shares of common stock issued for business combination
|
11,872,557
|
|
|
—
|
|
||
Dividend on preferred stock, 39,646 shares of common stock issuable for the nine months ended September 30, 2015 and 2014
|
$
|
64,818
|
|
|
$
|
56,870
|
|
|
|
|
|
1.
|
Basis of Presentation and Significant Accounting Policies
|
•
|
Level 1—Quoted prices for identical instruments in active markets
|
•
|
Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets
|
•
|
Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable
|
|
Purchase Consideration
|
||
Fair value of Luna common stock issued to API shareholders
|
$
|
15,671,775
|
|
Fair value of vested API options assumed by Luna
|
187,879
|
|
|
Total purchase consideration
|
$
|
15,859,654
|
|
|
Preliminary Allocation of Purchase Consideration
|
||
|
|
||
Cash
|
$
|
374,517
|
|
Accounts receivable
|
3,314,994
|
|
|
Inventory
|
5,246,000
|
|
|
Other current assets
|
560,190
|
|
|
Property and equipment
|
3,601,850
|
|
|
Identifiable intangible assets
|
11,600,000
|
|
|
Goodwill
|
913,882
|
|
|
Other assets
|
86,953
|
|
|
Accounts payable and accrued expenses
|
(4,592,804
|
)
|
|
Debt
|
(5,212,355
|
)
|
|
Other liabilities
|
(33,573
|
)
|
|
Total purchase consideration
|
$
|
15,859,654
|
|
|
Estimated Fair Value
|
|
Estimated Useful Life
|
||
Developed technology
|
$
|
4,500,000
|
|
|
2-10 years
|
In-process research and development
|
3,900,000
|
|
|
Indefinite
|
|
Customer base
|
1,300,000
|
|
|
9-11 years
|
|
Trade names
|
1,500,000
|
|
|
10 years
|
|
Backlog
|
400,000
|
|
|
1 year
|
|
|
$
|
11,600,000
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
13,205
|
|
|
$
|
13,160
|
|
|
$
|
40,617
|
|
|
$
|
37,500
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
$
|
(802
|
)
|
|
$
|
(1,093
|
)
|
|
$
|
(3,324
|
)
|
|
$
|
(4,435
|
)
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
46,204
|
|
||||
Operating expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Loss before income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,204
|
)
|
||||
Allocated tax (expense)/benefit
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
18,077
|
|
||||
Operating loss from discontinued operations
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(28,127
|
)
|
||||
(Loss)/gain on sale, net of $0.4 million, $0, $1.3 million, and $0 of related income taxes, respectively
|
—
|
|
|
(277,562
|
)
|
|
—
|
|
|
9,093,268
|
|
||||
(Loss)/income from discontinued operations, net of income taxes
|
$
|
—
|
|
|
$
|
(277,614
|
)
|
|
$
|
—
|
|
|
$
|
9,065,141
|
|
4.
|
Inventory
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
(unaudited)
|
|
|
||||
Finished goods
|
$
|
2,557,001
|
|
|
$
|
580,184
|
|
Work-in-process
|
1,555,451
|
|
|
262,025
|
|
||
Raw materials
|
5,924,750
|
|
|
2,522,024
|
|
||
Total inventory
|
$
|
10,037,202
|
|
|
$
|
3,364,233
|
|
|
September 30, 2015
|
|
December 31, 2014
|
|
||||
|
(unaudited)
|
|
|
|
||||
Accrued compensation
|
$
|
3,121,093
|
|
|
$
|
2,362,608
|
|
|
Claims reserve
|
1,752,903
|
|
|
1,502,904
|
|
|
||
Accrued sub-contracts
|
386,472
|
|
|
244,218
|
|
|
||
Accrued professional fees
|
61,842
|
|
|
177,712
|
|
|
||
Accrued income tax
|
—
|
|
|
166,550
|
|
|
||
Deferred rent
|
288,495
|
|
|
182,340
|
|
|
||
Royalties
|
358,406
|
|
|
392,945
|
|
|
||
Warranty reserve
|
153,585
|
|
|
69,264
|
|
|
||
Accrued liabilities - other
|
587,642
|
|
|
370,308
|
|
|
||
Total accrued liabilities
|
$
|
6,710,438
|
|
|
$
|
5,468,849
|
|
|
6.
|
Debt
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
|
(unaudited)
|
|
|
||||
Silicon Valley Bank Term Loan
|
$
|
5,500,000
|
|
|
$
|
625,000
|
|
Less: current portion
|
1,500,000
|
|
|
625,000
|
|
||
Total long-term debt
|
$
|
4,000,000
|
|
|
$
|
—
|
|
2015
|
$
|
375,000
|
|
2016
|
1,500,000
|
|
|
2017
|
1,500,000
|
|
|
2018
|
1,500,000
|
|
|
2019
|
625,000
|
|
|
|
$
|
5,500,000
|
|
7.
|
Capital Stock and Share-Based Compensation
|
|
Nine Months Ended September 30,
|
||
|
2015
|
|
2014
|
Risk-free interest rate
|
1.88%
|
|
2.14%
|
Expected life of options (in years)
|
7.5
|
|
7.5
|
Expected stock price volatility
|
103%
|
|
106%
|
Executive turnover rates
|
—%
|
|
—%
|
Non-executive turnover rates
|
40.0%
|
|
33.6%
|
Expected dividend yield
|
—%
|
|
—%
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||
|
Number of
Shares
|
|
Price per Share
Range
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value (1)
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value (1)
|
||||||||||
Balance, January 1, 2015
|
4,289,631
|
|
|
$0.35 - $6.55
|
|
$
|
1.93
|
|
|
$
|
512,901
|
|
|
3,111,199
|
|
|
$
|
2.11
|
|
|
$
|
453,032
|
|
Granted
|
35,500
|
|
|
$1.27 - $1.45
|
|
$
|
1.43
|
|
|
|
|
|
|
|
|
|
|||||||
Issued in exchange for API options
|
465,681
|
|
|
$1.38 - $9.03
|
|
$
|
4.83
|
|
|
|
|
|
|
|
|
|
|||||||
Exercised
|
(230,672
|
)
|
|
$0.35 - $1.74
|
|
$
|
1.34
|
|
|
|
|
|
|
|
|
|
|||||||
Canceled
|
(573,543
|
)
|
|
$0.35 - $9.03
|
|
$
|
3.76
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, September 30, 2015
|
3,986,597
|
|
|
$0.61 - $9.03
|
|
$
|
2.17
|
|
|
$
|
119,761
|
|
|
3,324,583
|
|
|
$
|
2.49
|
|
|
$
|
118,670
|
|
(1)
|
The intrinsic value of an option represents the amount by which the market value of the stock exceeds the exercise price of the option of in-the-money options only. The aggregate intrinsic value is based on the closing price of our common stock on the NASDAQ Capital Market, as applicable, on the respective dates.
|
|
Number of Unvested Shares
|
Weighted Average Grant Date Fair Value
|
Aggregate Value of Unvested Shares
|
|||||
Balance at January 1, 2015
|
528,000
|
|
$
|
1.36
|
|
$
|
707,700
|
|
Granted
|
334,000
|
|
1.12
|
|
374,080
|
|
||
Vested
|
(132,000
|
)
|
1.34
|
|
(176,925
|
)
|
||
Repurchased
|
—
|
|
1.33
|
|
—
|
|
||
Forfeitures
|
(25,876
|
)
|
1.35
|
|
(35,019
|
)
|
||
Balance at September 30, 2015
|
704,124
|
|
$
|
1.27
|
|
$
|
869,836
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|||||||||||||
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
$
|
|||||||
Balance at January 1, 2015
|
1,321,514
|
|
|
1,322
|
|
|
15,088,199
|
|
|
15,541
|
|
|
22,725
|
|
|
(32,221
|
)
|
|
64,147,666
|
|
Exercise of stock options
|
—
|
|
|
—
|
|
|
233,704
|
|
|
233
|
|
|
—
|
|
|
—
|
|
|
82,283
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
367,260
|
|
|
367
|
|
|
—
|
|
|
—
|
|
|
686,789
|
|
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
204,508
|
|
Stock dividends to Carilion Clinic
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
64,759
|
|
Issuance of stock to former API shareholders
|
—
|
|
|
—
|
|
|
11,872,557
|
|
|
11,872
|
|
|
—
|
|
|
—
|
|
|
15,659,903
|
|
Options issued in exchange for API options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187,879
|
|
Forfeitures of restricted stock grants
|
—
|
|
|
—
|
|
|
(25,876
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
(144,925
|
)
|
|
—
|
|
|
144,925
|
|
|
(152,713
|
)
|
|
—
|
|
Balance at September 30, 2015
|
1,321,514
|
|
|
1,322
|
|
|
27,390,919
|
|
|
28,072
|
|
|
167,650
|
|
|
(184,934
|
)
|
|
81,033,787
|
|
(1)
|
The stock dividends payable in connection with Carilion Clinic’s Series A Preferred Stock will be issued subsequent to
September 30, 2015
. For the period from January 12, 2010, the original issue date of the Series A Preferred Stock, through
September 30, 2015
, the Series A Preferred Stock issued to Carilion has accrued
$937,152
in dividends. The accrued and unpaid dividends as of
September 30, 2015
will be paid by the issuance of
453,286
shares of our common stock upon Carilion’s written request.
|
8.
|
Operating Segments
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Technology development
|
$
|
3,277,442
|
|
|
$
|
3,067,022
|
|
|
$
|
9,881,228
|
|
|
$
|
8,961,909
|
|
Products and licensing
|
9,927,788
|
|
|
2,303,508
|
|
|
18,688,852
|
|
|
6,108,799
|
|
||||
Total revenues
|
$
|
13,205,230
|
|
|
$
|
5,370,530
|
|
|
$
|
28,570,080
|
|
|
$
|
15,070,708
|
|
Technology development operating loss
|
$
|
(476,179
|
)
|
|
$
|
(299,980
|
)
|
|
$
|
(3,423,863
|
)
|
|
$
|
(2,835,120
|
)
|
Products and licensing operating loss
|
(246,562
|
)
|
|
(420,010
|
)
|
|
(2,010,367
|
)
|
|
(800,240
|
)
|
||||
Total operating loss
|
$
|
(722,741
|
)
|
|
$
|
(719,990
|
)
|
|
$
|
(5,434,230
|
)
|
|
$
|
(3,635,360
|
)
|
Depreciation, technology development
|
$
|
110,597
|
|
|
$
|
49,592
|
|
|
$
|
314,451
|
|
|
$
|
160,327
|
|
Depreciation, products and licensing
|
$
|
273,727
|
|
|
$
|
37,247
|
|
|
$
|
499,530
|
|
|
$
|
109,037
|
|
Amortization, technology development
|
$
|
21,026
|
|
|
$
|
38,641
|
|
|
$
|
78,248
|
|
|
$
|
131,615
|
|
Amortization, products and licensing
|
$
|
319,208
|
|
|
$
|
29,022
|
|
|
$
|
656,579
|
|
|
$
|
90,087
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
(unaudited)
|
|
|
||||
Total segment assets:
|
|
|
|
||||
Technology development
|
$
|
13,352,438
|
|
|
$
|
16,503,316
|
|
Products and licensing
|
33,746,176
|
|
|
11,081,132
|
|
||
Total assets
|
$
|
47,098,614
|
|
|
$
|
27,584,448
|
|
Property plant and equipment, and intangible assets, technology development
|
$
|
5,002,617
|
|
|
$
|
2,122,157
|
|
Property plant and equipment, and intangible assets, products and licensing
|
$
|
13,885,397
|
|
|
$
|
1,574,177
|
|
9.
|
Contingencies and Guarantees
|
|
As of January 1, 2014
|
||||||
|
As Originally Reported
|
|
As Corrected
|
||||
|
|
|
|
||||
Accrued liabilities
|
$
|
3,546,585
|
|
|
$
|
5,049,489
|
|
|
|
|
|
||||
Accumulated deficit
|
$
|
(51,010,357
|
)
|
|
$
|
(52,513,261
|
)
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Difference
|
|
% Difference
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Technology development
|
$
|
3,277,442
|
|
|
$
|
3,067,022
|
|
|
$
|
210,420
|
|
|
7
|
%
|
Products and licensing
|
9,927,788
|
|
|
2,303,508
|
|
|
7,624,280
|
|
|
331
|
%
|
|||
Total revenues
|
$
|
13,205,230
|
|
|
$
|
5,370,530
|
|
|
$
|
7,834,700
|
|
|
146
|
%
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Difference
|
|
% Difference
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|||||||
Technology development
|
$
|
2,558,987
|
|
|
$
|
2,379,105
|
|
|
$
|
179,882
|
|
|
8
|
%
|
Products and licensing
|
5,667,170
|
|
|
908,175
|
|
|
4,758,995
|
|
|
524
|
%
|
|||
Total cost of revenues
|
8,226,157
|
|
|
3,287,280
|
|
|
4,938,877
|
|
|
150
|
%
|
|||
Gross profit
|
$
|
4,979,073
|
|
|
$
|
2,083,250
|
|
|
$
|
2,895,823
|
|
|
139
|
%
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Difference
|
|
% Difference
|
|||||||
Operating expense:
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
$
|
4,210,718
|
|
|
$
|
2,329,713
|
|
|
$
|
1,881,005
|
|
|
81
|
%
|
Research, development and engineering
|
1,491,096
|
|
|
473,527
|
|
|
1,017,569
|
|
|
215
|
%
|
|||
Total operating expense
|
$
|
5,701,814
|
|
|
$
|
2,803,240
|
|
|
$
|
2,898,574
|
|
|
103
|
%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Difference
|
|
% Difference
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Technology development
|
$
|
9,881,228
|
|
|
$
|
8,961,909
|
|
|
$
|
919,319
|
|
|
10
|
%
|
Products and licensing
|
18,688,852
|
|
|
6,108,799
|
|
|
12,580,053
|
|
|
206
|
%
|
|||
Total revenues
|
$
|
28,570,080
|
|
|
$
|
15,070,708
|
|
|
$
|
13,499,372
|
|
|
90
|
%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Difference
|
|
% Difference
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|||||||
Technology development
|
$
|
7,218,757
|
|
|
$
|
6,793,061
|
|
|
$
|
425,696
|
|
|
6
|
%
|
Products and licensing
|
9,886,557
|
|
|
2,654,305
|
|
|
7,232,252
|
|
|
272
|
%
|
|||
Total cost of revenues
|
17,105,314
|
|
|
9,447,366
|
|
|
7,657,948
|
|
|
81
|
%
|
|||
Gross profit
|
$
|
11,464,766
|
|
|
$
|
5,623,342
|
|
|
$
|
5,841,424
|
|
|
104
|
%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Difference
|
|
% Difference
|
|||||||
Operating expense:
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
$
|
13,916,545
|
|
|
$
|
7,551,512
|
|
|
$
|
6,365,033
|
|
|
84
|
%
|
Research, development and engineering
|
2,982,451
|
|
|
1,707,190
|
|
|
1,275,261
|
|
|
75
|
%
|
|||
Total operating expense
|
$
|
16,898,996
|
|
|
$
|
9,258,702
|
|
|
$
|
7,640,294
|
|
|
83
|
%
|
|
Nine Months Ended September 30,
|
|
|
||||||||
|
2015
|
|
2014
|
|
$ Difference
|
||||||
Net cash used in operating activities
|
$
|
(6,312,516
|
)
|
|
$
|
(2,889,575
|
)
|
|
$
|
(3,422,941
|
)
|
Net cash (used in)/provided by investing activities
|
(250,236
|
)
|
|
10,530,053
|
|
|
(10,780,289
|
)
|
|||
Net cash used in financing activities
|
(464,181
|
)
|
|
(988,863
|
)
|
|
524,682
|
|
|||
Net change in cash and cash equivalents
|
$
|
(7,026,933
|
)
|
|
$
|
6,651,615
|
|
|
$
|
(13,678,548
|
)
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
accurately anticipate customer needs;
|
•
|
innovate and develop new technologies and applications;
|
•
|
successfully commercialize new technologies in a timely manner;
|
•
|
price products competitively and manufacture and deliver products in sufficient volumes and on time; and
|
•
|
differentiate our product offerings from those of our competitors.
|
•
|
having to comply with U.S. export control regulations and policies that restrict our ability to communicate with non-U.S. employees and supply foreign affiliates and customers;
|
•
|
changes in or interpretations of foreign regulations that may adversely affect our ability to sell our products, perform services or repatriate profits to the United States;
|
•
|
the imposition of tariffs;
|
•
|
hyperinflation or economic or political instability in foreign countries;
|
•
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imposition of limitations on, or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries or joint ventures;
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•
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conducting business in places where business practices and customs are unfamiliar and unknown;
|
•
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the imposition of restrictive trade policies;
|
•
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the imposition of inconsistent laws or regulations;
|
•
|
the imposition or increase of investment and other restrictions or requirements by foreign governments;
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•
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uncertainties relating to foreign laws and legal proceedings;
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•
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having to comply with a variety of U.S. laws, including the Foreign Corrupt Practices Act ("FCPA"); and
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•
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having to comply with licensing requirements.
|
•
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we or our licensors might not have been the first to make the inventions covered by each of our pending patent applications and issued patents;
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•
|
we or our licensors might not have been the first to file patent applications for these inventions;
|
•
|
others may independently develop similar or alternative technologies or duplicate any of our technologies;
|
•
|
it is possible that none of our pending patent applications or the pending patent applications of our licensors will result in issued patents;
|
•
|
patents may issue to third parties that cover how we might practice our technology;
|
•
|
our issued patents and issued patents of our licensors may not provide a basis for commercially viable technologies, may not provide us with any competitive advantages, or may be challenged and invalidated by third parties; and
|
•
|
we may not develop additional proprietary technologies that are patentable.
|
•
|
lost sales and customers as a result of customers of either of the two companies deciding not to do business with the combined company;
|
•
|
complexities associated with managing the larger combined company with distant business locations;
|
•
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integrating personnel from the two companies while maintaining focus on providing consistent, high quality products;
|
•
|
the loss of key employees;
|
•
|
potential unknown liabilities and unforeseen expenses associated with the merger; and
|
•
|
performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the merger and integrating the companies’ operations.
|
•
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sales of our common stock by our significant stockholders, or the perception that such sales may occur, including sales pursuant to the Form S-3 registration statement or sales of shares issued in the merger with API, as described above;
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•
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changes in earnings estimates, investors’ perceptions, recommendations by securities analysts or our failure to achieve analysts’ earnings estimates;
|
•
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changes in our status as an entity eligible to receive SBIR contracts and grants;
|
•
|
quarterly variations in our or our competitors’ results of operations;
|
•
|
general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors;
|
•
|
announcements by us, or by our competitors, of acquisitions, new products, significant contracts, commercial relationships or capital commitments;
|
•
|
pending or threatened litigation;
|
•
|
any major change in our board of directors or management or any competing proxy solicitations for director nominees;
|
•
|
changes in governmental regulations or in the status of our regulatory approvals;
|
•
|
announcements related to patents issued to us or our competitors;
|
•
|
a lack of, limited or negative industry or securities analyst coverage;
|
•
|
discussions of our company or our stock price by the financial and scientific press and online investor communities such as chat rooms; and
|
•
|
general developments in our industry.
|
•
|
a classified board of directors serving staggered terms;
|
•
|
advance notice requirements to stockholders for matters to be brought at stockholder meetings;
|
•
|
a supermajority stockholder vote requirement for amending certain provisions of our amended and restated certificate of incorporation and bylaws; and
|
•
|
the right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
|
|
|
Luna Innovations Incorporated
|
|
Date:
|
November 13, 2015
|
|
By:
|
/s/ Dale Messick
|
|
|
|
|
Dale Messick
|
|
|
|
|
Chief Financial Officer
(principal financial and accounting officer and duly authorized officer)
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1(1)*
|
|
Waiver and Seventh Loan Modification Agreement between the Registrant, Luna Technologies, Inc., Advanced Photonix, Inc. and Picometrix, LLC and Silicon Valley Bank, dated as of September 20, 2015 (Exhibit 10.1).
|
|
|
|
10.2
|
|
Fifth Amendment to Commercial Lease by and between Canvasback Real Estate and Investments, LLC and the Registrant, dated as of August 5, 2015 (Exhibit 10.2).
|
|
|
|
31.1
|
|
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1**
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2**
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2014 and September 30, 2015, (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2015, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2015 and (iv) Notes to Unaudited Consolidated Financial Statements.
|
(1)
|
Incorporated by reference to the exhibit to the Registrant's Current Report on Form 8-K, Commission File No. 000-52008, filed on October 5, 2015 (reporting under Item 1.01). The number given in parentheses indicates the corresponding exhibit number in such Form 8-K
|
*
|
Confidential treatment has been requested with respect to portions of this exhibit, indicated by asterisks, which has been filed separately with the Securities and Exchange Commission.
|
**
|
These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|
Period
|
Monthly Rent
|
|
Annual Rent
|
|
||
01-1-2013 through 12-31-2017
|
|
$17,500.00
|
|
|
$210,000.00
|
|
01-1-2018 through 12-31-2018
|
|
$17,850.00
|
|
|
$214,200.00
|
|
01-1-2019 through 12-31-2019
|
|
$18,385.50
|
|
|
$220,626.00
|
|
01-1-2020 through 12-31-2020
|
|
$19,120.92
|
|
|
$229,451.04
|
|
CANVASBACK REAL ESTATE & INVESTMENTS, LLC
|
|
||
|
|
|
|
By:
|
/s/ William Nitchmann
|
|
|
|
|
|
|
Its:
|
Manager/Owner
|
|
|
|
|
|
|
LUNA INNOVATIONS, INCORPORATED
|
|
||
|
|
|
|
By:
|
/s/ Scott A. Graeff
|
|
|
|
|
|
|
Its:
|
CSO & Treasurer
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Luna Innovations Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ MY E. CHUNG
|
|
My E. Chung
|
|
President and Chief Executive Officer
(principal executive officer)
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Luna Innovations Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ DALE E. MESSICK
|
|
Dale E. Messick
|
|
Chief Financial Officer
(principal financial officer)
|
|
/S/ MY E. CHUNG
|
|
My E. Chung
|
|
President and Chief Executive Officer
(principal executive officer)
|
|
/S/ DALE E. MESSICK
|
|
Dale E. Messick
|
|
Chief Financial Officer
(principal financial officer)
|
|