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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 _____________________________________ 
FORM 10-Q
  _____________________________________  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
COMMISSION FILE NUMBER 000-52008
  _____________________________________ 
LUNA INNOVATIONS INCORPORATED
(Exact name of registrant as specified in its charter)
  _____________________________________  
Delaware54-1560050
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification Number)
301 First Street SW, Suite 200
Roanoke, VA 24011
(Address of Principal Executive Offices)
(540) 769-8400
(Registrant’s Telephone Number, Including Area Code)

   _____________________________________ 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par value per shareLUNAThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes   ☐   No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    ☐  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐    Accelerated filer   ☒
 
Non-accelerated filer  ☐    Smaller reporting company  

Emerging growth company  
            
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes    ☒  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 4, 2020, there were 30,798,535 shares of the registrant’s common stock outstanding.



Table of Contents
LUNA INNOVATIONS INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2020
TABLE OF CONTENTS

ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 1.
ITEM 1A.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
2

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PART I. FINANCIAL INFORMATION
 
ITEM 1.FINANCIAL STATEMENTS
Luna Innovations Incorporated
Consolidated Balance Sheets
(in thousands, except share data)
June 30, 2020December 31, 2019
(unaudited)
Assets
Current assets:
Cash and cash equivalents$26,506  $25,006  
Accounts receivable, net16,435  16,269  
Receivable from sale of HSOR business  2,501  
Contract assets3,220  2,759  
Inventory, net11,231  10,294  
Prepaid expenses and other current assets1,691  1,287  
Total current assets59,083  58,116  
Property and equipment, net3,078  3,466  
Intangible assets, net9,544  10,194  
Goodwill10,542  10,542  
Long-term contract assets496  449  
Other assets7,053  2,341  
Deferred tax asset1,426  1,416  
Total assets$91,222  $86,524  
Liabilities and stockholders’ equity
Liabilities:
Current liabilities:
Accounts payable$2,763  $2,787  
Accrued liabilities8,150  10,369  
Contract liabilities3,368  3,888  
Total current liabilities14,281  17,044  
Other long-term liabilities7,140  2,011  
Total liabilities21,421  19,055  
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, par value $0.001, 100,000,000 shares authorized, 32,470,276 and 31,788,896 shares issued, 30,797,535 and 30,149,105 shares outstanding at June 30, 2020 and December 31, 2019, respectively
32  32  
Treasury stock at cost, 1,672,741 and 1,639,791 shares at June 30, 2020 and December 31, 2019, respectively
(4,541) (4,337) 
Additional paid-in capital90,305  88,022  
Accumulated deficit(15,995) (16,248) 
Total stockholders’ equity69,801  67,469  
Total liabilities and stockholders’ equity$91,222  $86,524  
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Luna Innovations Incorporated
Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)
Three Months Ended June 30,Six Months Ended June 30,
 2020201920202019
Revenues:
Lightwave$12,933  $12,523  $24,487  $22,041  
Luna Labs5,643  5,291  11,230  10,606  
       Total revenues18,576  17,814  35,717  32,647  
Cost of revenues:
Lightwave5,181  5,334  10,066  9,613  
Luna Labs3,878  3,728  7,770  7,514  
       Total cost of revenues9,059  9,062  17,836  17,127  
Gross profit9,517  8,752  17,881  15,520  
Operating expense:
Selling, general and administrative6,202  6,003  12,579  12,229  
Research, development and engineering1,505  1,735  3,102  3,193  
       Total operating expense7,707  7,738  15,681  15,422  
Operating income1,810  1,014  2,200  98  
Other income/(expense):
Investment income4  77  64  268  
Other (expense)/income(4) (3) 5  (4) 
Interest expense(1)   (1) (13) 
Total other (expense)/income(1) 74  68  251  
Income from continuing operations before income taxes1,809  1,088  2,268  349  
Income tax expense/(benefit)440  247  579  (1,618) 
Net income from continuing operations1,369  841  1,689  1,967  
Loss from discontinued operations, net of income tax of $464
    (1,436)   
Net income1,369  841  253  1,967  
Preferred stock dividend  90    173  
Net income attributable to common stockholders$1,369  $751  $253  $1,794  
Net income per share from continuing operations:
       Basic$0.04  $0.03  $0.06  $0.07  
       Diluted$0.04  $0.02  $0.05  $0.06  
Net loss per share from discontinued operations:
       Basic$  $  $(0.05) $  
       Diluted$  $  $(0.04) $  
Net income per share attributable to common stockholders:
        Basic$0.04  $0.03  $0.01  $0.06  
        Diluted$0.04  $0.02  $0.01  $0.05  
Weighted average shares:
        Basic30,589,249  28,246,840  30,484,797  28,143,534  
        Diluted32,466,122  33,650,790  32,494,950  33,588,951  

The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Luna Innovations Incorporated
Consolidated Statements of Cash Flows (Unaudited)
(in thousands, except share data)
Six Months Ended June 30,
 20202019
Cash flows provided by operating activities
Net income$253  $1,967  
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization1,363  1,166  
Share-based compensation843  721  
Bad debt expense(26)   
Loss on disposal of fixed assets4    
Loss from discontinued operations, net of tax1,436    
Deferred taxes(10)   
Change in assets and liabilities
Accounts receivable(139) 713  
Contract assets(508) (721) 
Inventory(937) (161) 
Other current assets(404) (18) 
Accounts payable and accrued expenses(1,286) (2,314) 
Contract liabilities(520) (235) 
Net cash provided by operating activities69  1,118  
Cash flows provided by/(used in) investing activities
Acquisition of property and equipment(111) (406) 
Intangible property costs(192) (137) 
       Proceeds from sale of property and equipment1    
Proceeds from sale of discontinued operations600    
Acquisition of General Photonics Corporation  (19,004) 
Net cash provided by/(used in) investing activities298  (19,547) 
Cash flows provided by/(used in) financing activities
Payments on finance lease obligations(26) (15) 
Payments of debt obligations  (625) 
Repurchase of common stock(204) (220) 
Proceeds from the exercise of options and warrants1,363  367  
Net cash provided by/(used in) financing activities1,133  (493) 
Net increase/(decrease) in cash and cash equivalents1,500  (18,922) 
Cash and cash equivalents—beginning of period25,006  42,460  
Cash and cash equivalents—end of period$26,506  $23,538  
Supplemental disclosure of cash flow information
Cash paid for interest$2  $13  
Cash paid for income taxes$29  $687  
Non-cash investing and financing activities
Contingent liability for business combination$  $915  
Dividend on preferred stock, 39,646 shares of common stock issuable for the six months ended June 30, 2019
$  $173  
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Luna Innovations Incorporated
Notes to Unaudited Consolidated Financial Statements
 
1.        Basis of Presentation and Significant Accounting Policies
Nature of Operations
Luna Innovations Incorporated (“we,” “Luna Innovations” or the “Company”), headquartered in Roanoke, Virginia, was incorporated in the Commonwealth of Virginia in 1990 and reincorporated in the State of Delaware in April 2003.
We are a leader in advanced optical technology, providing high performance fiber optic test, measurement and control products for the telecommunications and photonics industries and distributed fiber optic sensing products for industries utilizing composite and other advanced materials, such as the automotive, aerospace, energy and infrastructure industries. Our distributed fiber optic sensing products help designers and manufacturers more efficiently develop new and innovative products by providing valuable information such as highly detailed stress, strain, and temperature measurements of a new design or manufacturing process. In addition, our distributed fiber optic sensing products are used to monitor the structural integrity or operational health of critical assets, including large civil structures such as bridges. Our communications test and control products accelerate the development of advanced fiber optic components and networks by providing fast and highly accurate characterization of components and networks.
We also provide applied research services, typically under research programs funded by the U.S. government, in areas of advanced materials, sensing, and healthcare applications. Our business model is designed to accelerate the process of bringing new and innovative products to market. We use our in-house technical expertise across a range of technologies to perform applied research services for companies and for government funded projects. We continue to invest in product development and commercialization, which we anticipate will lead to increased product sales growth.
Unaudited Interim Financial Information
The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. The unaudited consolidated interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management reflect all adjustments, consisting of only normal recurring accruals considered necessary to present fairly our financial position at June 30, 2020, results of operations and changes in stockholders' equity for the three and six months ended June 30, 2020 and 2019, and cash flows for the six months ended June 30, 2020 and 2019. The results of operations for the three and six months ended June 30, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The consolidated balance sheet as of December 31, 2019 was derived from our audited consolidated financial statements. The COVID-19 pandemic has resulted in a global slowdown of economic activity. While the impact of the COVID-19 pandemic to our business and operating results presents additional uncertainty, we continue to use reasonably available information to assess certain accounting matters including, but not limited to, accounts receivable, inventory and the carrying value of goodwill and other long-lived tangible and intangible assets. While the assessments have not resulted in any material impacts to our financial statements as of June 30, 2020, we believe the full impact of the pandemic remains uncertain and ongoing developments related to the pandemic may cause material impacts to our consolidated financial statements.
The consolidated interim financial statements, including our significant accounting policies, should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2019, included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020.
Goodwill and Intangible Assets
Goodwill and intangible assets with indefinite lives are not amortized but are tested for impairment on an annual basis, as of October 1 of each year, or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Purchased intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful lives and reviewed for impairment as described above.
Fair Value Measurements
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Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between marketplace participants. Various valuation approaches can be used to determine fair value, each requiring different valuation inputs. The following hierarchy classifies the inputs used to determine fair value into three levels:
 
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 significant value drivers are observable.
Level 3—Valuations derived from valuation techniques in which significant value drivers are unobservable.
The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short-term nature of these instruments. The carrying amount of lease liabilities approximate fair value because these financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit. We consider the terms of the Silicon Valley Bank ("SVB") debt facility including its interest rate of prime plus 1%, to be at market based upon similar instruments that would be available to us.
Reportable Segments
We have two operating and reportable segments: Lightwave and Luna Labs.

During the three months ended June 30, 2020, we changed our reportable segments to Lightwave and Luna Labs to align with how our Chief Operating Decision Maker (CODM) evaluates segment performance and allocates resources to the segments. Prior to the three months ended June 30, 2020, we reported under two different reporting segments, Products and Licensing and Technology Development. We have reflected these new segment measures beginning in the three months ended June 30, 2020 and prior periods have been restated for comparability.

The Lightwave segment develops, manufactures and markets distributed fiber optic sensing products and fiber optic communications test and control products. The Luna Labs segment performs applied research principally in the areas of sensing and instrumentation, advanced materials and health sciences.
Net Income/(Loss) Per Share
Basic per share data is computed by dividing our net income/(loss) by the weighted average number of shares outstanding during the period. Diluted per share data is computed by dividing net income/(loss) by the weighted average shares outstanding during the period increased to include, if dilutive, the number of additional common share equivalents that would have been outstanding if potential shares of common stock had been issued using the treasury stock method. Diluted per share data would also include the potential common share equivalents relating to convertible securities by application of the if-converted method.
The effects of 1.9 million and 5.4 million common stock equivalents are included for the diluted per share data for the three months ended June 30, 2020 and 2019, respectively. The effects of 2.0 million and 5.4 million common stock equivalents are included for the diluted per share data for the six months ended June 30, 2020 and 2019, respectively. Stock options and deferred stock units credited to our directors under our non-employee deferred compensation plan are included in our common stock equivalents for the three and six months ended June 30, 2020 and 2019.  In addition, accrued stock dividends and preferred stock are also included for the three and six months ended June 30, 2019.

Recently Adopted Accounting Pronouncements

        In January 2017, the FASB issued ASU 2017-04 Simplifying the Test for Goodwill Impairment,” which simplifies the test for goodwill impairment by eliminating Step 2 from the goodwill impairment test which previously measured a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount. We adopted ASU 2017-04, effective January 1, 2020. As a result of adopting the new rules, we compare the estimated fair value of our reporting segments to their respective carrying values when evaluating the recoverability of goodwill. If the carrying value of a reporting unit exceeds its fair value, an impairment charge will be recognized for the amount by which its carrying value exceeds the reporting unit's fair value; however, the loss recognized will not exceed the goodwill allocated to the reporting unit. The adoption of ASU 2017-04 did not have a significant impact on our consolidated financial statements.
        In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement, which amends the disclosure requirements in ASC 820 by adding, changing, or
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removing certain disclosures. The ASU applies to all entities that are required under this guidance to provide disclosures about recurring or nonrecurring fair value measurements. We adopted these amendments, effective January 1, 2020. The adoption of ASU 2018-13 did not have a significant impact on our consolidated financial statements.

        In August 2018, the FASB issued ASU 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted ASU 2018-15, effective January 1, 2020. The adoption of ASU 2018-15 did not have a significant impact on our consolidated financial statements.

Recently Issued Pronouncements, not yet adopted

        In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles of the accounting for income taxes and also improves consistent application of and simplification of other areas when accounting for income taxes. The guidance is effective for us beginning in the first quarter of fiscal year 2021, while early adoption is permitted. We are currently in the process of evaluating the impact of adoption of ASU 2019-12, but we do not expect the adoption of these new accounting rules to have a significant impact on our consolidated financial statements.

        In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments, which requires companies to measure financial assets at an amortized cost basis to be presented at the net amount expected to be collected. The new accounting rules eliminate the probable initial recognition threshold and, instead, reflect an entity's current estimate of all expected credit losses. ASU 2016-13 is applicable to our trade receivables. This pronouncement was amended under ASU 2019-10 to allow an extension on the adoption date for entities that qualify as a small reporting company. We have elected this extension and the effective date for us to adopt this standard will be for fiscal years beginning after December 15, 2022. We are currently in the process of evaluating the impact of ASU 2016-13, but we do not expect the adoption of these new accounting rules to have a significant impact on our consolidated financial statements


2. Discontinued Operations
On August 9, 2017, we completed the sale of our high speed optical receivers ("HSOR") business, which was part of our Lightwave segment (and which was previously included in our Products and Licensing segment in prior periods), to an unaffiliated third party for an initial purchase price of $33.5 million, of which $29.5 million in cash was received, and $4.0 million was placed into escrow until December 15, 2018 for possible working capital adjustments to the purchase price and potential satisfaction of certain post-closing indemnification obligations (the "Transaction"). As of December 31, 2019, $1.5 million of the escrow had been received with $2.5 million remaining in escrow pending resolution of a dispute. In March 2020, we settled the dispute resulting in us receiving $0.6 million and the buyer receiving $1.9 million. We have recorded a loss from discontinued operations of $1.4 million, net of tax benefit, for the six months ended June 30, 2020, to reflect the settlement of the dispute. There were no results from discontinued operations for the three months ended June 30, 2020 and 2019 or for the six months ended June 30, 2019.
        The following table presents a summary of the transactions related to the sale of the HSOR business for the six months ended June 30, 2020:
Six Months Ended June 30, 2020
(in thousands)
Settlement of HSOR receivable$1,900  
Loss on sale1,900  
Allocated income tax benefit(464) 
Loss from discontinued operations, net of related income tax $1,436  
 
3. Intangible assets, net
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        Intangible assets, net at June 30, 2020 and December 31, 2019 consisted of the following:

June 30, 2020December 31, 2019
(in thousands)
Patent costs$5,484  $5,291  
Developed technology9,800  $9,800  
In-process research & development1,580  $1,580  
Customer base700  $700  
Trade names and trademarks550  $550  
18,114  $17,921  
Accumulated amortization(8,570) $(7,727) 
$9,544  $10,194  

        Amortization for the three and six months ended June 30, 2020 was $0.4 million and $0.9 million, respectively. Estimated aggregate amortization, based on the net value of intangible assets at June 30, 2020, for each of the next five years and beyond is as follows (amounts in thousands):
Year Ending December 31,
2020 - remaining 6 months$845  
20211,679  
20221,529  
20231,456  
20241,266  
2025 & beyond2,769  
Total$9,544  

4.Goodwill

        Goodwill was approximately $10.5 million at June 30, 2020 and December 31, 2019 and has been allocated to the Lightwave segment.
        
5.Inventory, net
Inventory consists of finished goods, work-in-process and raw materials valued at the lower of cost (determined on the first-in, first-out basis) or net realizable value.
Components of inventory were as follows:
 
June 30,
2020
December 31,
2019
(in thousands)
Finished goods$2,195  $1,695  
Work-in-process1,423  1,008  
Raw materials7,613  7,591  
            Total inventory, net$11,231  $10,294  
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6. Accrued Liabilities

Accrued liabilities at June 30, 2020 and December 31, 2019 consisted of the following:
June 30, 2020December 31, 2019
(in thousands)
Accrued compensation$5,360  $6,416  
Accrued professional fees153  113  
Accrued income tax956  716  
Current operating lease liability868  1,283  
Current finance lease liability 29  50  
Royalties147  365  
Accrued liabilities - other637  426  
       Contingent liability - General Photonics  1,000  
            Total accrued liabilities$8,150  $10,369  
7.Debt
Silicon Valley Bank Facility
        We maintained a Loan and Security Agreement with SVB (the "Credit Facility") under which we had a term loan with an original borrowing amount of $6.0 million (the “Original Term Loan”). The Original Term Loan carried a floating annual interest rate equal to SVB’s prime rate then in effect plus 2%. The Original Term Loan matured and was repaid in May 2019.
        On October 10, 2019, we entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with SVB, which amended and restated in its entirety our previous Credit Facility. Under the Loan Agreement, SVB agreed to make advances available up to $10.0 million (the “Revolving Line”). If we borrow from the Revolving Line, such borrowing would carry a floating annual interest rate equal to the greater of (i) the Prime Rate (as defined in the Loan Agreement) then in effect plus 1% or (ii) 6%. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date (defined below), reborrowed. The Revolving Line terminates on October 10, 2020 (the “Revolving Line Maturity Date”), unless earlier terminated by us. As of June 30, 2020, no amounts have been borrowed under this Loan Agreement.
        Amounts due under the Loan Agreement are secured by our assets, including all personal property, inventory and bank accounts; however, intellectual property is not secured under the Loan Agreement. The inventory used to secure the amount due does not include demo or loaner equipment with an aggregate book value up to $1.0 million. The Loan Agreement requires us to observe a number of financial and operational covenants, including maintenance of a specified Liquidity Coverage Ratio (as defined in the Loan Agreement), protection and registration of intellectual property rights and customary negative covenants. If any event of default occurs SVB may declare due immediately all borrowings under the Credit Facility and foreclose on the collateral. Furthermore, an event of default under the Credit Facility would result in an increase in the interest rate on any amounts outstanding. As of June 30, 2020, there were no events of default on the Credit Facility.
        
On April 28, 2020, we were granted a loan (the "Loan") from SVB in the aggregate amount of $4.5 million, pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I of the CARES Act, which was enacted March 27, 2020.
On May 4, 2020, we returned the full amount of the proceeds of the Loan to SVB. The decision to return the proceeds was based on the revised guidance issued by the U.S. Department of Treasury and the Small Business Administration subsequent to our application for the Loan.
Interest expense, net for the three and six months ended June 30, 2020 and 2019 consisted of the following:
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 Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2020201920202019
Interest expense on Term Loans$  $1  $  $8  
Amortization of debt issuance costs  (2)   1  
Other interest expense1  1  1  4  
Total interest expense, net$1  $  $1  $13  
8.Leases

        We recognize right-of-use ("ROU") assets and lease liabilities on the balance sheet for those leases classified as operating or finance leases with terms greater than twelve months.

        We have operating leases for our facilities, which have remaining terms ranging from 1 to 10 years. Most of our leases do not have an option to extend the lease period beyond the stated term unless the new term is agreed to by both parties. They also do not have an early termination clause included. Our operating lease agreements do not contain any material restrictive covenants. Some of our operating lease agreements contain variable payment provisions that provide for rental increases based on consumer price indices. The change in rent expense resulting from changes in these indices are included within variable rent.

        We also have finance leases for equipment which have remaining terms ranging from 1 to 4 years. These lease agreements are for general office equipment with a 5-year useful life. These lease agreements do not have an option to extend the lease beyond the stated terms nor do they have an early termination clause. These lease agreements do not have any variable payment provisions included. The finance lease costs consist of interest expense and amortization, and are included primarily in selling, general and administrative expense in our consolidated statements of operations.

        The discount rate for both our operating and finance leases was not readily determinable in the specific lease agreements. As a result, our incremental borrowing rate was used as the discount rate when establishing the ROU assets and corresponding lease liabilities.

        Our lease components included in the consolidated balance sheets were as follows:

Lease componentClassificationJune 30, 2020December 31, 2019
(in thousands)
Assets
ROU assets - operating leaseOther assets$6,975  $2,236  
ROU assets - finance leaseOther assets43  70  
   Total ROU assets$7,018  $2,306  
Liabilities
Current operating lease liabilityAccrued liabilities$868  $1,283  
Current finance lease liabilityAccrued liabilities29  50  
Long-term operating lease liabilityOther liabilities7,122  1,988  
Long-term finance lease liabilityOther liabilities18  23  
   Total lease liabilities$8,037  $3,344  

        
        Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following:

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Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2020201920202019
Operating lease costs$367  $405  $779  $808  
Variable rent costs25  (48) (14) (73) 
   Total rent expense$392  $357  $765  $735  


        Future minimum lease payments under non-cancelable operating and finance leases were as follows as of June 30, 2020 (amounts in thousands):

Operating LeasesFinance Leases
Year Ending December 31,
2020 - remaining 6 months$707  $28  
20211,308  11  
20221,232  10  
20231,252  5  
20241,273    
2025 and beyond4,634    
   Total future minimum lease payments10,406  54  
   Less: interest2,416  7  
     Total operating lease liabilities$7,990  $47  
Current operating lease liability$868  $29  
Long-term operating lease liability7,122  18  
   Total operating lease liabilities$7,990  $47  


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        Other information related to leases is as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except weighted-average data)2020201920202019
Finance lease cost:
   Amortization of right-of-use assets$14  $10  $27  $22  
   Interest on lease liabilities1    2  2  
Total finance lease cost$15  $10  $29  $24  
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows from operating leases$367  $405  $744  $808  
   Finance cash flows from finance leases$13  $9  $26  $15  
Right-of-use assets obtained in exchange for new operating lease liabilities$5,531  $  $5,531  $  
Right-of-use assets obtained in exchange for new finance lease liabilities$  $  $  $15  
Weighted-average remaining lease term (years) - operating leases8.33.93.73.9
Weighted-average remaining lease term (years) - finance leases1.93.91.93.9
Weighted-average discount rate - operating leases6 %7 %6 %7 %
Weighted-average discount rate - finance leases7 %7 %7 %7 %

        At June 30, 2020, we had no additional operating or finance leases that had not yet commenced. As of the date of filing of this report, we have an additional operating lease not yet commenced with a potential lease liability of $1.3 million and a term of 3 years.


9.Capital Stock and Share-Based Compensation
We recognize share-based compensation expense based upon the fair value of the underlying equity award on the date of the grant. For restricted stock awards and restricted stock units, we recognize expense based upon the price of our underlying stock at the date of the grant. We have elected to use the Black-Scholes-Merton option pricing model to value any option or warrant awards granted. We recognize share-based compensation for such awards on a straight-line basis over the requisite service period of the awards. The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. The expected life is based upon historical experience of homogeneous groups within our company. We also assume an expected dividend yield of zero for all periods, as we have never paid a dividend on our common stock and do not have any plans to do so in the future.
Stock Options
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A summary of the stock option activity for the six months ended June 30, 2020 is presented below:
 Options OutstandingOptions 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)
(in thousands, except share, per share and weighted-average data)
Balance, January 1, 20203,160,397  
$1.18 - $7.37
$2.72  $14,460  1,835,799  $2.28  $9,198  
Granted20,000  $7.59$7.59  
Exercised(662,965) 
$1.27 - $4.43
$2.90  
Canceled(99,187) 
$1.38 - $4.75
$3.35  
Balance, June 30, 20202,418,245  
$1.18 - $7.59
$2.68  $7,767  1,309,606  $2.07  $4,953  
 
(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.

At June 30, 2020, the outstanding stock options to purchase an aggregate of 2.4 million shares had a weighted-average remaining contractual term of 6.4 years, and the exercisable stock options to purchase an aggregate of 1.3 million shares had a weighted-average remaining contractual term of 4.7 years. The fair value of shares underlying vested options was $7.6 million at June 30, 2020. The fair value of shares underlying options exercised during the six months ended June 30, 2020 was $4.3 million.
For the six months ended June 30, 2020 and 2019 we recognized $1.0 million and $0.7 million in share-based compensation expense, respectively, which is included in our selling, general and administrative expense in the accompanying consolidated interim financial statements. We expect to recognize $2.4 million in share-based compensation expense over the weighted-average remaining service period of 2.5 years for stock options outstanding as of June 30, 2020.

Restricted Stock and Restricted Stock Units

Historically, we have granted shares of restricted stock to certain employees that have vested in three equal annual installments on the anniversary dates of their grant. However, beginning in 2019, we altered our approach for these grants to replace the grant of restricted stock subject to time-based vesting with the grant of a combination of restricted stock units ("RSUs") subject to time-based vesting and performance-based vesting. Each RSU represents the contingent right to receive a single share of our common stock upon the vesting of the award. For the six months ended June 30, 2020, we granted an aggregate of 138,650 RSUs to certain employees. Of the RSUs granted during the six months ended June 30, 2020, 76,700 of such RSUs are subject to time-based vesting and are scheduled to vest in three equal annual installments on the anniversary dates of the grant. The remaining 61,950 RSUs are performance-based awards that will vest based on our achievement of long-term performance goals, in particular, based on our levels of 2022 revenue and operating income. The 61,950 shares issuable upon vesting of the performance-based RSUs represent the maximum payout under our performance-based awards, based upon 150% of our target performance for 2022 revenue and operating income (the payout of such awards based on target performance for 2022 revenue and operating income would be 41,300 shares). In the case of the time-based and performance-based RSUs, vesting is also subject to the employee's continuous service with us through vesting. During the six months ended June 30, 2020, 137,999 shares of restricted stock vested and 55,668 shares of RSUs issued to employees vested.

In addition, in conjunction with our 2018, 2019, and 2020 Annual Meetings of Stockholders, we granted RSUs to certain members of our Board of Directors in respect of the annual equity compensation under our non-employee director compensation policy (other members of our Board of Directors elected to receive their annual equity compensation for Board service in the form of stock units under our Deferred Compensation Plan as described below). RSUs granted to our non-employee Directors vest at the earlier of the one-year anniversary of their grant or the next annual stockholders' meeting. For the six months ended June 30, 2020, we granted 10,652 RSUs to certain non-employee members of our Board of Directors in respect of the annual equity grants pursuant to our non-employee director compensation policy. During the six months ended June 30, 2020, 11,600 RSUs issued pursuant to our non-employee director compensation policy vested.

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Unamortized restricted stock and RSUs expense at June 30, 2020 that will amortize over the weighted-average remaining service period of 1.5 years totaled $1.8 million.

The following table summarizes the number of unvested shares underlying our restricted stock awards and RSUs and the value of our unvested restricted stock awards and RSUs:
(in thousands, except share and weighted-average share data)
Number of Unvested SharesWeighted Average Grant Date Fair ValueAggregate Grant Date Fair Value of Unvested Shares
Balance, January 1, 2020502,102  $3.32  $1,665  
Granted149,302  6.48  967  
Vested(205,267) 2.86  (587) 
Balance, June 30, 2020446,137  $4.58  $2,045  
Non-employee Director Deferred Compensation Plan
We maintain a non-employee director deferred compensation plan (the “Deferred Compensation Plan”) that permits our non-employee directors to defer receipt of certain of the compensation that they receive for serving on our board and board committees. The Deferred Compensation Plan has historically permitted the participants to elect to defer cash fees to which they were entitled for board and committee service. For participating directors, in lieu of payment of cash fees, we credit their accounts under the Deferred Compensation Plan with a number of stock units based on the trading price of our common stock as of the date of the deferral. These stock units vest immediately, although the participating directors do not receive the shares represented by such units until a future qualifying event.
Pursuant to our Deferred Compensation Plan, non-employee directors can also elect to defer the receipt of some or all of the equity compensation that they receive for board and committee service. Stock units representing this equity compensation vest at the earlier of the one-year anniversary of their grant or the next annual stockholders' meeting.
The following is a summary of our stock unit activity under the Deferred Compensation Plan for the six months ended June 30, 2020:
(in thousands, except stock units and weighted-average share data)
Number of Stock UnitsWeighted Average Grant Date Fair Value per ShareIntrinsic Value Outstanding
Balance, January 1, 2020629,003  $2.09  $4,585  
  Granted39,863  6.87  233  
  Issued(47,377) 1.65    
Balance, June 30, 2020621,489  $2.33  $3,629  
As of June 30, 2020, 24,855 of the outstanding stock units had not yet vested.

The following table details our equity transactions during the six months ended June 30, 2020:
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 Preferred StockCommon StockTreasury StockAdditional
Paid-in
Capital
Accumulated DeficitTotal
 Shares$Shares$Shares$$$$
(in thousands, except share data)
Balance, January 1, 2020, as previously reported  $  30,149,105  $32  1,639,791  $(4,337) $88,022  $(16,248) $67,469  
Exercise of stock options—  —  316,504  —  —  —  1,198  —  1,198  
Share-based compensation—  —  55,668  —  —  —  501  —  502  
Net income—  —  —  —  —  —  —  (1,116) (1,116) 
Forfeitures of restricted stock—  —  (34,700) —  —  —  (275) —  (276) 
Balance, March 31, 2020  $  30,486,577  $32  1,639,791  $(4,337) $89,446  $(17,364) $67,777  
Exercise of stock options—  —  346,461  —  —  —  726  —  726  
Share-based compensation—  —  11,600  —  —  —  465  —  465  
Deferred compensation issuance—  —  47,377  —  —  —  78  —  78  
Net income—  —  —  —  —  —  —  1,369  1,369  
Forfeitures of restricted stock—  —  (61,530) —  —  —  (410) —  (410) 
Purchase of treasury stock—  —  (32,950) —  32,950  (204) —  —  (204) 
Balance, June 30 2020  $  30,797,535  $32  1,672,741  $(4,541) $90,305  $(15,995) $69,801  
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The following table details our equity transactions during the six months ended June 30, 2019:
 Preferred StockCommon StockTreasury StockAdditional
Paid-in
Capital
Accumulated DeficitTotal
 Shares$Shares$Shares$$$$
(in thousands, except share data)
Balance, January 1, 2019, as previously reported1,321,514  $1  27,956,401  $30  1,253,105  $(2,117) $85,745  $(21,305) $62,354  
Exercise of stock options—  —  189,312  —  —  —  185  —  185  
Share-based compensation—  —  —  —  —  —  343  —  343  
Stock dividends to Carilion Clinic—  —  —  —  —  —  83  (83)   
Net income—  —  —  —  —  —  —  1,126  1,126  
Balance, March 31, 20191,321,514  $1  28,145,713  $30  1,253,105  $(2,117) $86,356  $(20,262) $64,008  
Exercise of stock options—  —  207,786  —  —  —  182  —  182  
Share-based compensation—  —  —  —  —  —  378  —  378  
Stock dividends to Carilion Clinic—  —  —  —  —  —  90  (90)   
Net income—  —  —  —  —  —  —  841  841  
Purchase of treasury stock—  —  (52,733) —  52,733  (220) —  —  (220) 
Balance, June 30 20191,321,514  $1  28,300,766  $30  1,305,838  $(2,337) $87,006  $(19,511) $65,189  

10.Revenue Recognition

Disaggregation of Revenue

We disaggregate our revenue from contracts with customers by geographic locations, customer type, contract type, timing of recognition, and major categories for each of our segments, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. We disaggregate revenue on the basis of where the physical goods are shipped. We also classify revenue by the customer type of entity for which it does business, which is an indicator of the diversity of our client base. We attribute revenues generated from being a subcontractor to a commercial company as government revenue when the ultimate client is a government agency or department. Disaggregation by contract mix provides insight in terms of the degree of performance risk that we have assumed. Fixed-price contracts are considered to provide the highest amount of performance risk as we are required to deliver a scope of work or level of effort for a negotiated fixed price. Cost-based contracts are considered to provide the lowest amount of performance risk since we are generally reimbursed for all contract costs incurred in performance of contract deliverables with only the amount of incentive or award fees (if applicable) dependent on the achievement of negotiated performance requirements. By classifying revenue by major product and service, we attribute revenue from a client to the major product or service that we believe to be the client's primary market.

The details are listed in the table below for the three and six months ended June 30, 2020 and 2019:



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Three Months Ended June 30,
20202019
(in thousands)LightwaveLuna LabsTotalLightwaveLuna LabsTotal
(unaudited)
Total Revenue by Geographic Location
United States$7,041  $5,643  $12,684  $6,788  $5,291  $12,079  
Asia3,568    3,568  3,316    3,316  
Europe1,854    1,854  1,775    1,775  
Canada, Central and South America258    258  537    537  
All Others212    212  107    107  
Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Total Revenue by Major Customer Type
Sales to the U.S. government$1,727  $5,101  $6,828  $1,858  $4,847  $6,705  
U.S. direct commercial sales and other5,314  542  5,856  4,930  444  5,374  
Foreign commercial sales & other5,892    5,892  5,735    5,735  
Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Total Revenue by Contract Type
Fixed-price contracts$12,160  $2,963  $15,123  $11,848  $3,029  $14,877  
Cost-type contracts773  2,680  3,453  675  2,262  2,937  
  Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Total Revenue by Timing of Recognition
Goods transferred at a point in time$11,275  $354  $11,629  $10,741  $3,029  $13,769  
Goods/services transferred over time1,658  5,289  6,947  1,782  2,262  4,045  
Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Total Revenue by Major Products/Services
Technology development$1,527  $5,289  $6,815  $1,480  $4,961  $6,441  
Test, measurement and sensing systems11,275    11,275  10,746    10,746  
Other131  354  486  297  330  627  
Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  



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Six Months Ended June 30,
20202019
(in thousands)LightwaveLuna LabsTotalLightwaveLuna LabsTotal
(unaudited)
Total Revenue by Geographic Location
United States$12,894  $11,230  $24,124  $12,034  $10,606  $22,640  
Asia7,324    7,324  5,722    5,722  
Europe3,567    3,567  3,431    3,431  
Canada, Central and South America463    463  717    717  
All Others239    239  137    137  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Total Revenue by Major Customer Type
Sales to the U.S. government$3,520  $10,112  $13,632  $4,187  $9,779  $13,966  
U.S. direct commercial sales and other9,373  1,118  10,491  7,847  827  8,674  
Foreign commercial sales & other11,594    11,594  10,007    10,007  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Total Revenue by Contract Type
Fixed-price contracts$22,950  $6,267  $29,217  $20,656  $6,076  $26,732  
Cost-type contracts1,537  4,963  6,500  1,385  4,530  5,915  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Total Revenue by Timing of Recognition
Goods transferred at a point in time$21,036  $835  $21,871  $18,079  $587  $18,666  
Goods/services transferred over time3,451  10,395  13,846  3,962  10,019  13,981  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Total Revenue by Major Products/Services
Technology development$3,235  $10,395  $13,630  $3,063  $10,019  $13,082  
Test, measurement and sensing systems21,036    21,036  18,089    18,089  
Other216  835  1,051  889  587  1,476  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  








Contract Balances

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Our contract assets consist of unbilled amounts for technology development contracts as well as custom product contracts. Also included in contract assets are royalty revenue and carrying amounts of right of return inventory. Long-term contract assets include the fee withholding on cost reimbursable contracts that will not be billed within a year. Contract liabilities include excess billings, subcontractor accruals, warranty expense, extended warranty revenue, right of return refund, and customer deposits. For the six months ended June 30, 2020, net contract assets/(liabilities) increased $1.0 million, due primarily to an increase in our Fixed-Price contracts that have not yet reached milestones as designated in their respective contracts but for which revenue has been recognized.

The following table shows the components of our contract balances as of June 30, 2020 and December 31, 2019:

(in thousands)June 30, 2020December 31, 2019
Contract assets$3,716  $3,208  
Contract liabilities3,368  3,888  
   Net contract liabilities$348  $(680) 

Performance Obligations

Unfulfilled performance obligations represent amounts expected to be earned on executed contracts. Indefinite delivery and quantity contracts and unexercised options are not reported in total unfulfilled performance obligations. Unfulfilled performance obligations include funded obligations, which is the amount for which money has been directly authorized by the U.S. government and for which a purchase order has been received by a commercial customer, and unfunded obligations represent firm orders for which funding has not yet been appropriated. The approximate value of our Lightwave segment's unfulfilled performance obligations was $21.3 million at June 30, 2020. We expect to satisfy 46% of the performance obligations in 2020, 30% in 2021 and the remainder by 2024. The approximate value of our Luna Labs segment's unfulfilled performance obligations was $21.0 million at June 30, 2020. We expect to satisfy 46% of the performance obligations in 2020, 42% in 2021 and the remainder by 2022.


11.Income Taxes

We and our subsidiaries file U.S. Federal income tax returns and income tax returns in various state, local and foreign jurisdictions.

        For the six months ended June 30, 2020, our effective income tax rate was 25.54% compared to (464.35)% for the six months ended June 30, 2019. Our effective income tax rate has fluctuated primarily because there was a valuation allowance release in 2019, as a result of the acquisition of GP.

        The effective tax rate for 2020 differs from the Federal statutory rate of 21%, primarily as a result of state taxes and permanent differences related to equity compensation.

        The effective tax rate for 2019 differs from the Federal statutory rate of 21%, primarily as a result of the partial release of the valuation allowance related to the net operating loss carryforwards expected to be used to offset taxable income in the period and certain discrete items.

        We consider both positive and negative evidence when evaluating the recoverability of our deferred tax assets ("DTAs").  The assessment is required to determine whether based on all available evidence, it is more likely than not (i.e. greater than a 50% probability) that all or some portion of the DTAs will be realized in the future.  As of June 30, 2020, our valuation allowance was $0.4 million related to our dormant entities.

        On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES Act includes significant business tax provisions that, among other things, include the removal of certain limitations on utilization of net operating losses, increase the loss carryback period for certain losses to five years, and increase the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. We do not expect the CARES Act to have a significant impact on our tax obligations.
        
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12.Reportable Segments

We have two operating and reportable segments: Lightwave and Luna Labs.

During the three months ended June 30, 2020, we changed our reportable segments to Lightwave and Luna Labs to align with how our Chief Operating Decision Maker (CODM) evaluates segment performance and allocates resources to the segments. Prior to the three months ended June 30, 2020, we reported under two different reporting segments. We have reflected these new segment measures beginning in the three months ended June 30, 2020 and prior periods have been restated for comparability.

The Lightwave segment develops, manufactures and markets distributed fiber optic sensing products and fiber optic communications test and control products. The Luna Labs segment performs applied research principally in the areas of sensing and instrumentation, advanced materials and health sciences.

Through June 30, 2020, our Chief Executive Officer and his direct reports (collectively represented our CODM), evaluated segment performance based primarily on revenues and operating income or loss. The accounting policies of our segments are the same as those described in the summary of significant accounting policies (see Note 1 to our Financial Statements, “Organization and Summary of Significant Accounting Policies,” presented in our Annual Report on Form 10-K as filed with the SEC on March 13, 2020).


The table below presents revenues and operating income/(loss) for reportable segments:
 
 Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
(in thousands)(unaudited)(unaudited)
Revenues:
     Lightwave$12,933  $12,523  $24,487  $22,041  
     Luna Labs5,643  5,291  11,230  10,606  
          Total revenues$18,576  $17,814  $35,717  $32,647  
     Lightwave operating income/(loss)$1,168  $491  $1,145  $(490) 
     Luna Labs operating income642  523  1,055  588  
          Total operating income$1,810  $1,014  $2,200  $98  
Depreciation, Lightwave$217  $126  $417  $284  
Depreciation, Luna Labs$27  $91  $74  $190  
Amortization, Lightwave$408  $404  $813  $632  
Amortization, Luna Labs$32  $32  $59  $60  
The table below presents assets for reportable segments:
 
June 30,
2020
December 31,
2019
(in thousands)(unaudited)
Total segment assets:
Lightwave$68,584  $48,724  
Luna Labs22,637  37,800  
Total assets$91,222  $86,524  
Property plant and equipment, and intangible assets, Lightwave$22,182  $22,122  
Property plant and equipment, and intangible assets, Luna Labs$982  $2,080  

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The U.S. government accounted for 37% and 38% of total consolidated revenues for the three months ended June 30, 2020 and 2019, respectively, and 38% and 43% of total consolidated revenues for the six months ended June 30, 2020 and 2019, respectively.
International revenues (customers outside the United States) accounted for 32% of total consolidated revenues for both the three months ended June 30, 2020 and 2019 and 32% and 31% of total consolidated revenues for the six months ended June 30, 2020 and 2019, respectively. Customers in China represented 11% of total revenues in both the three and six months ended June 30, 2020, while no other single country, outside of the United States, represented more than 10% of total revenues in the three and six months ended June 30, 2019.

13.Commitments and Contingencies
We are from time to time involved in certain legal proceedings in the ordinary course of conducting our business. While the ultimate liability pursuant to these actions cannot currently be determined, we believe it is not reasonably possible that these legal proceedings will have a material adverse effect on our financial position or results of operations.
In December 2018, we received a notice of claim (the "Claim") from Macom Technology Solutions, Inc. ("Macom"), who acquired our HSOR business in August 2017 pursuant to an asset purchase agreement. Under the asset purchase agreement, we agreed to indemnify Macom for certain matters, including, among other things, the collection of accounts receivable from certain major customers, and placed $4.0 million of the purchase price into an escrow account for the potential settlement of any valid indemnity claims. As of December 31, 2019, $1.5 million of the escrow had been received with $2.5 million remaining in escrow pending resolution of the dispute. In March 2020, we settled the dispute resulting in us receiving $0.6 million and Macom receiving $1.9 million. We have recorded a loss from discontinued operations of $1.4 million, net of income tax benefit, to reflect the settlement of the dispute.
On July 31, 2018, we sold the assets associated with our Opto components business to an unaffiliated third party. The asset purchase agreement provides for additional consideration of up to $1.0 million contingent upon the achievement of a specified revenue level by the sold business during the 18 months following the sale. In addition, the asset purchase agreement provides for a potential adjustment to the consideration paid, either positive or negative, to the extent that working capital transferred to the buyer is greater or less than a specified target amount. We did not receive any of the additional $1.0 million of consideration because the minimum revenue targets were not achieved.
        On March 1, 2019, we acquired all of the outstanding stock of General Photonics Corporation ("GP"), a leading provider of innovative components, modules and test equipment focused on the generation, measurement and control of polarized light critical in fiber optic-based applications for aggregate consideration of $19.0 million with an earn-out provision of up to $1.0 million. Of the purchase price, $17.1 million was paid at closing and $1.9 million was placed into escrow for possible working capital adjustments to the purchase price and potential satisfaction of certain post-closing indemnification obligations. As of June 30, 2020, the $1.0 million in additional cash consideration has been paid as a result of the successful completion of the earn-out provision.
We executed non-cancelable purchase orders totaling $1.9 million in the third quarter of 2019 for multiple shipments of tunable lasers to be delivered over an 18-month period. At June 30, 2020, approximately $0.3 million of these commitments remained and are expected to be delivered by December 31, 2020.
We have entered into indemnification agreements with our officers and directors, to the extent permitted by law, pursuant to which we have agreed to reimburse the officers and directors for legal expenses in the event of litigation and regulatory matters. The terms of these indemnification agreements provide for no limitation to the maximum potential future payments. We have a directors and officers insurance policy that may, in certain instances, mitigate the potential liability and payments.

14. Subsequent Event

On April 7, 2020, our board of directors approved, and on May 11, 2020, our stockholders approved, the Luna Innovations Incorporated 2020 Employee Stock Purchase Plan (the "2020 ESPP"). The first offering period under the 2020 ESPP commenced on July 1, 2020. The 2020 ESPP grants our eligible employees a purchase right to purchase up to that number of shares of common stock purchasable either with a percentage or with a maximum dollar amount, as designed by the Board, during the period that begins on the offering date and ends on the date stated in the offering. The maximum number of shares of common stock that may be issued under the 2020 ESPP is 1,200,000 shares. The 2020 ESPP is considered a
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compensatory plan and the fair value of the discount and the look-back period will be estimated using the Black-Scholes option pricing model and expense will be recognized over the six-month withholding period prior to the purchase date.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk” under Items 2 and 3, respectively, of Part I of this report, and the section entitled “Risk Factors” under Item 1A of Part II of this report, may contain  forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of these statutes, including those relating to future events or our future financial performance. In some cases, you can identify these forward looking statements by words such as “intends,” “will,” “plans,” “anticipates,” “expects,” “may,” “might,” “estimates,” “believes,” “should,” “projects,” “predicts,” “potential” or “continue,” or the negative of those words and other comparable words, and other words or terms of similar meaning in connection with any discussion of future operating or financial performance. Similarly, statements that describe our business strategy, goals, prospects, opportunities, outlook, objectives, plans or intentions are also forward-looking statements. These statements are only predictions and may relate to, but are not limited to, expectations of future operating results or financial performance, capital expenditures, introduction of new products, regulatory compliance and plans for growth and future operations, the potential impacts of the COVID-19 pandemic on our business, operations and financial results, as well as assumptions relating to the foregoing.
These statements are based on current expectations and assumptions regarding future events and business performance and involve known and unknown risks, uncertainties and other factors that may cause actual events or results to be materially different from any future events or results expressed or implied by these statements. These factors include those set forth in the following discussion and within Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q and elsewhere within this report.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes to those statements included elsewhere in this report. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” and elsewhere in this report.

Overview of Our Business

        We are a leader in advanced optical technology, providing high performance fiber optic test, measurement and control products for the telecommunications and photonics industries and distributed fiber optic sensing products for industries utilizing composite and other advanced materials, such as the automotive, aerospace, energy and infrastructure industries. Our distributed fiber optic sensing products help designers and manufacturers more efficiently develop new and innovative products by providing valuable information such as highly detailed stress, strain, and temperature measurements of a new design or manufacturing process. In addition, our distributed fiber optic sensing products are used to monitor the structural integrity or operational health of critical assets, including large civil structures such as bridges. Our communications test and control products accelerate the development of advanced fiber optic components and networks by providing fast and highly accurate characterization of components and networks.

        We also provide applied research services, typically under research programs funded by the U.S. government, in areas of sensing and instrumentation, advanced materials, optical technologies and health sciences. Our business model is designed to accelerate the process of bringing new and innovative products to market. We use our in-house technical expertise across a range of technologies to perform applied research services for companies and for government funded projects. We continue to invest in product development and commercialization, which we anticipate will lead to increased product sales growth.

        We are organized into two reporting segments, the Lightwave segment and the Luna Labs segment.

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During the three months ended June 30, 2020, we changed our reportable segments to Lightwave and Luna Labs to align with how our Chief Operating Decision Maker (CODM) evaluates segment performance and allocates resources to the segments. Prior to the three months ended June 30, 2020, we reported under two different reporting segments, the Products and Licensing segment and Technology Development segment. We have reflected these new segment measures beginning in the three months ended June 30, 2020 and prior periods have been restated for comparability.

Our Lightwave segment develops, manufactures and markets distributed fiber optic sensing products and fiber optic communications test and control products. We continue to develop and commercialize our fiber optic technology for sensing applications for aerospace, automotive, energy, and infrastructure as well as for test and measurement applications in the telecommunications and data communications industries. Our Lightwave segment also performs applied research principally in the areas of optical and terahertz technologies. Our Lightwave segment revenues represented 70% of our total revenues for both the three months ended June 30, 2020 and 2019 and 69% and 68% of our total revenues for the six months ended June 30, 2020 and 2019, respectively. The Lightwave segment revenues were $12.9 million and $12.5 million for the three months ended June 30, 2020 and 2019, respectively, and $24.5 million and $22.0 million for the six months ended June 30, 2020 and 2019, respectively.
        Revenues from product sales are mostly derived from the sales of our sensing and test, measurement and control products that make use of light-transmitting optical fibers, or fiber optics. We continue to invest in product development and commercialization, which we anticipate will lead to increased product sales growth. Although we have been successful in licensing certain technologies in past years, we do not expect license revenues to represent a significant portion of future revenues. In the near term, we expect revenues from product sales to continue to be primarily in areas associated with our sensing and test, measurement and control fiber optic test platforms. In the long term, we expect that revenues from product sales will represent a larger portion of our total revenues. As we develop and commercialize new products, these revenues will reflect a broader and more diversified mix of products.

        We define backlog as the dollar amount of obligations payable to us under negotiated contracts upon completion of a specified portion of work that has not yet been completed, exclusive of revenues previously recognized for work already performed under these contracts, if any. Total backlog includes funded backlog, which is the amount for which money has been directly authorized by the U.S. government and for which a purchase order has been received by a commercial customer, and unfunded backlog, representing firm orders for which funding has not yet been appropriated. Indefinite delivery and quantity contracts and unexercised options are not reported in total backlog. The approximate value of our Lightwave segment backlog was $21.3 million at June 30, 2020 and $16.1 million at December 31, 2019. The backlog at June 30, 2020 is expected to be recognized as revenue in the future as follows:
(in thousands)20202021202220232024 and beyondTotal
Lightwave
  Funded$4,145  $2,496  $232  $—  $—  $6,873  
  Unfunded$5,742  $3,839  $3,424  $1,324  $73  $14,402  
        The Luna Labs segment performs applied research principally in the areas of sensing and instrumentation, advanced materials and health sciences. This segment comprised 30% of our total revenues for both the three months ended June 30, 2020 and 2019 and 31% and 32% of our total revenues for the six months ended June 30, 2020 and 2019, respectively. Most of the government funding for our Luna Labs segment is derived from the Small Business Innovation Research ("SBIR") program coordinated by the U.S. Small Business Administration ("SBA"). The Luna Labs segment revenues were $5.6 million and $5.3 million for the three months ended June 30, 2020 and 2019, respectively, and $11.2 million and $10.6 million for the six months ended June 30, 2020 and 2019, respectively.
        Within the Luna Labs segment, we have historically had a backlog of contracts for which work has been scheduled, but for which a specified portion of work has not yet been completed. The approximate value of our Luna Labs segment backlog was $21.0 million at June 30, 2020 and $31.3 million at December 31, 2019. The backlog at June 30, 2020 is expected to be recognized as revenue in the future as follows:
(in thousands)20202021202220232024 and beyondTotal
Luna Labs
  Funded$9,018  $7,607  $2,098  $—  $—  $18,723  
  Unfunded$556  $1,112  $572  $—  $—  $2,240  
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        On March 1, 2019, we acquired all of the outstanding stock of General Photonics Corporation ("GP"), a leading provider of innovative components, modules and test equipment focused on the generation, measurement and control of polarized light critical in fiber optic-based applications for aggregate consideration of $19.0 million with an earn-out provision of up to $1.0 million. Of the purchase price, $17.1 million was paid at closing and $1.9 million was placed into escrow for possible working capital adjustments to the purchase price and potential satisfaction of certain post-closing indemnification obligations. The $1.0 million in additional cash consideration was paid in the second quarter of 2020 as a result of the successful completion of the earn-out provision.
        We may also grow our business in part through acquisitions of additional companies and complementary technologies, which could cause us to incur transaction expenses, amortization or write-offs of intangible assets and other acquisition-related expenses.

Description of Revenues, Costs and Expenses
Impact of COVID-19 Pandemic
        The broader impact of the recent COVID-19 pandemic on our results of operations and overall financial performance remains uncertain. The COVID-19 pandemic has affected how we interact with our customers by reducing face-to-face meetings and increasing our on-line and virtual presence. While increasing our on-line and virtual presence has proven effective, we are unsure of the impact if these conditions continue for an extended period. In addition, we have experienced minor impacts on our supply chain that we have managed. For example, in cases where there were delays we relied on our inventory of components to continue production. There is no guarantee we will be able to manage through future delays in our supply chain. See “Risk Factors” for further discussion of the potential adverse impacts of the COVID-19 pandemic on our business.
Revenues
        We generate revenues from product sales, commercial product development and licensing and technology development activities. Our Lightwave segment revenues reflect amounts that we receive from sales of our products or development of products for third parties and, to a lesser extent, fees paid to us in connection with licenses or sub-licenses of certain patents and other intellectual property, and represented 70% of our total revenues for both the three months ended June 30, 2020 and 2019 and 69% and 68% of our total revenues for the six months ended June 30, 2020 and 2019, respectively.
        We derive Luna Labs segment revenues from providing research and development services to third parties, including government entities, academic institutions and corporations, and from achieving milestones established by some of these contracts and in collaboration agreements. In general, we complete contracted research over periods ranging from six months to three years and recognize these revenues over the life of the contract as costs are incurred. The Luna Labs segment revenues represented 30% of total revenues for both the three months ended June 30, 2020 and 2019 and 31% and 32% of our total revenues for the six months ended June 30, 2020 and 2019, respectively.
Cost of Revenues
        Cost of revenues associated with our Lightwave segment revenues consists of license fees for use of certain technologies, product manufacturing costs including all direct material and direct labor costs, amounts paid to our contract manufacturers, manufacturing, shipping and handling, provisions for product warranties, and inventory obsolescence as well as overhead allocated to each of these activities.
        Cost of revenues associated with our Luna Labs segment revenues consists of costs associated with performing the related research activities including direct labor, amounts paid to subcontractors and overhead allocated to Luna Labs segment activities.

Operating Expense
        Operating expense consists of selling, general and administrative expenses, as well as expenses related to research, development and engineering, depreciation of fixed assets and amortization of intangible assets. These expenses also include compensation for employees in executive and operational functions including certain non-cash charges related to expenses from equity awards, facilities costs, professional fees, salaries, commissions, travel expense and related benefits of personnel engaged in sales, product management and marketing activities, costs of marketing programs and promotional materials,
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salaries, bonuses and related benefits of personnel engaged in our own research and development beyond the scope and activities of our Luna Labs segment, product development activities not provided under contracts with third parties, and overhead costs related to these activities.
Investment Income
        Investment income consists of amounts earned on our cash equivalents. We sweep on a daily basis a portion of our cash on hand into a fund invested in U.S. government obligations.
Interest Expense
        Interest expense is composed of interest paid under our term loans as well as interest accrued on our finance lease obligations.

Critical Accounting Policies and Estimates
        Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the amounts reported in our financial statements and the accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or judgments.
        The COVID-19 pandemic has resulted and is expected to continue to result in a slowdown of economic activity that is likely to interrupt business operations across the globe. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of our financial statements included in this report, we are not aware of any specific event or circumstance that would require us to update our estimates, assumptions and judgments or revise the reported amounts of assets and liabilities or the disclosure of contingent assets and liabilities. These estimates, however, may change as new events occur and additional information is obtained, and are recognized in the financial statements as soon as they become known.
         Our critical accounting policies are described in the Management’s Discussion and Analysis section and the notes to our audited consolidated financial statements previously included in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission ("SEC") on March 13, 2020.

Results of Operations
Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019
Revenues
 Three Months Ended June 30,
(in thousands)20202019$ Difference% Difference
Revenues:
     Lightwave$12,933  $12,523  $410  %
     Luna Labs 5,643  5,291  352  %
          Total revenues$18,576  $17,814  $762  %
        Our Lightwave segment included revenues from sales of test and measurement systems, primarily representing sales of our Optical Backscatter Reflectometer, ODiSI, Phoenix 1200, optical components and sub-assemblies and sales of our Hyperion platforms. Lightwave segment revenues for the three months ended June 30, 2020 increased $0.4 million, or 3%, to $12.9 million compared to $12.5 million for the three months ended June 30, 2019. The increase for the three months ended June 30, 2020, compared to the three months ended June 30, 2019, resulted primarily from growth in sales of our sensing products.
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        Revenues from our Luna Labs segment for the three months ended June 30, 2020 increased $0.4 million, or 7%, to $5.6 million compared to $5.3 million for the three months ended June 30, 2019. The increase in Luna Labs segment revenues continues a growth trend experienced over the past three years largely driven by successes in second Phase 2 SBIR awards as well as non-SBIR awards. The increase for the three months ended June 30, 2020, compared to the three months ended June 30, 2019, was realized primarily in our advanced materials group. As Phase 2, second Phase 2 and non-SBIR contracts generally have a performance period of a year or more, we currently expect revenues to remain at a similar level for the near term.

Cost of Revenues and Gross Profit 
 Three Months Ended June 30,
(in thousands)20202019$ Difference% Difference
Cost of revenues:
     Lightwave$5,181  $5,334  $(153) (3)%
     Luna Labs 3,878  3,728  150  %
          Total cost of revenues9,059  9,062  (3) — %
Gross profit$9,517  $8,752  $765  %
        The cost of Lightwave segment revenues decreased by $0.2 million, or 3%, to $5.2 million for the three months ended June 30, 2020, compared to $5.3 million for the three months ended June 30, 2019. This decrease in cost of revenues primarily resulted from $0.3 million of purchase related costs incurred for the acquisition of GP in the 2019 period, which did not recur in the 2020 period.
        The cost of Luna Labs segment revenues for the three months ended June 30, 2020 increased $0.2 million, or 4%, to $3.9 million compared to $3.7 million for the three months ended June 30, 2019. The increase in cost of Luna Labs segment revenues was primarily attributable to additional labor and material costs associated with performing our awarded contracts. The 4% increase in cost of Luna Labs segment revenues is consistent with our 7% increase in associated revenue as described above.
        Our overall gross margin increased to 51% for the three months ended June 30, 2020, compared to 49% for the three months ended June 30, 2019, primarily as a result of our revenue mix, with Lightwave segment revenues, which generally have stronger margins, representing a larger portion of our total revenues during the three months ended June 30, 2020.
Operating Expense
 Three Months Ended June 30,
(in thousands)20202019$ Difference% Difference
Operating expense:
Selling, general and administrative$6,202  $6,003  $199  %
Research, development and engineering1,505  1,735  (230) (13)%
            Total operating expense$7,707  $7,738  $(31) — %
        Our selling, general and administrative expense increased $0.2 million, or 3%, to $6.2 million for the three months ended June 30, 2020, compared to $6.0 million for the three months ended June 30, 2019. Selling, general and administrative expense increased primarily due to the additional expenses associated with the sales team as a result of increased revenues.
        Research, development and engineering expense decreased $0.2 million, or 13%, to $1.5 million for the three months ended June 30, 2020, compared to $1.7 million for the three months ended June 30, 2019.
Income Tax Expense
        For the three months ended June 30, 2020, we recognized an income tax expense from continuing operations of $0.4 million, compared to an income tax expense from continuing operations of $0.2 million for the three months ended June 30, 2019, respectively.
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Income from Continuing Operations
        During the three months ended June 30, 2020, we recognized income from continuing operations before income taxes of $1.8 million compared to income from continuing operations before income taxes of $1.1 million for the three months ended June 30, 2019. After tax, our net income from continuing operations was $1.4 million compared to $0.8 million for the three months ended June 30, 2020 and 2019, respectively.
        

Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019
Revenues
 
 Six Months Ended June 30,
(in thousands)20202019$ Difference% Difference
Revenues:
     Lightwave$24,487  $22,041  $2,446  11 %
     Luna Labs11,230  10,606  624  %
          Total revenues$35,717  $32,647  $3,070  %

        Our Lightwave segment included revenues from sales of test and measurement systems, primarily representing sales of our Optical Backscatter Reflectometer, ODiSI, and Optical Vector Analyzer platforms, optical components and sub-assemblies and sales of our Hyperion and Terahertz sensing platforms. Lightwave segment revenues for the six months ended June 30, 2020 increased $2.4 million, or 11%, to $24.5 million compared to $22.0 million for the six months ended June 30, 2019. The increase for the six months ended June 30, 2020, compared to the six months ended June 30, 2019, resulted primarily from the incremental revenues associated with the acquired operations of GP as well as increased revenues from our sensing products.

        Luna Labs segment revenues increased $0.6 million, or 6%, to $11.2 million for the six months ended June 30, 2020, compared to $10.6 million for the six months ended June 30, 2019. The increase for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 continues a growth trend experienced over the past two years largely driven by successes in Phase 2 SBIR awards. The increase was realized primarily in our advanced materials research group. As Phase 2 contracts generally have a performance period of a year or more, we currently expect revenues to remain at a similar level for the near term.
        
Cost of Revenues and Gross Profit 
 Six Months Ended June 30,
(in thousands)20202019$ Difference% Difference
Cost of revenues:
     Lightwave$10,066  $9,613  $453  %
     Luna Labs 7,770  7,514  256  %
          Total cost of revenues17,836  17,127  709  %
Gross profit$17,881  $15,520  $2,361  15 %

        Costs of Lightwave segment revenues increased $0.5 million, or 5%, to $10.1 million for the six months ended June 30, 2020, compared to $9.6 million for the six months ended June 30, 2019. This increase in cost of revenues primarily resulted from the incremental revenues associated with the acquired operations of GP as well as the organic growth in sales of our sensing products.
        
        Costs of Luna Labs segment revenues increased $0.3 million, or 3%, to $7.8 million for the six months ended June 30, 2020, compared to $7.5 million the six months ended June 30, 2019. The increase in cost of Luna Labs segment revenues was
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attributable to additional headcount and the increased utilization of third-party analytical services to support the growth in our research contracts and was consistent with the rate of revenue growth for this business segment.

        Our overall gross margin for the six months ended June 30, 2020 increased to 50% compared to 48% for the six months ended June 30, 2019 primarily as a result of our revenue mix, with Lightwave segment revenues, which generally have stronger margins, representing a larger portion of our total revenues during the six months ended June 30, 2020.
        

Operating Expense 
 Six Months Ended June 30,
(in thousands)20202019$ Difference% Difference
Operating expense:
Selling, general and administrative$12,579  $12,229  $350  %
Research, development and engineering3,102  3,193  (91) (3)%
            Total operating expense$15,681  $15,422  $259  %

        Selling, general and administrative expense increased $0.4 million, or 3%, to $12.6 million for the six months ended June 30, 2020, compared to $12.2 million for the six months ended June 30, 2019. Selling, general and administrative expense increased primarily due to an increase in expenses related to marketing and additional resources as a result of increased revenue.

        Research, development and engineering expense decreased $0.1 million, or 3%, to $3.1 million for the six months ended June 30, 2020, compared to $3.2 million for the six months ended June 30, 2019 primarily due to decreased research, development and engineering expenses associated with lower headcount.

Investment Income
Investment income was $0.1 million for the six months ended June 30, 2020, compared to $0.3 million for the six months ended June 30, 2019. During the six months ended June 30, 2020 and 2019, we invested a portion of our cash in funds holding U.S. treasury securities.
Income Tax Expense/(Benefit)
For the six months ended June 30, 2020, we recognized an income tax expense from continuing operations of $0.6 million, compared to an income tax benefit of $1.6 million for the six months ended June 30, 2019. The increase in our income tax expense was primarily due to a $1.9 million reduction in our deferred tax asset valuation allowances as a result of the acquisition of GP in the 2019 period that did not recur in the 2020 period.

Income from Continuing Operations
During the six months ended June 30, 2020, we recognized income from continuing operations before income taxes of $2.3 million compared to $0.3 million for the six months ended June 30, 2019. After tax, our net income from continuing operations was $1.7 million for the six months ended June 30, 2020, compared to income from continuing operations of $2.0 million for the six months ended June 30, 2019.
Net Loss from Discontinued Operations
For the six months ended June 30, 2020, our net loss from discontinued operations of $1.4 million, represented the after-tax loss on sale of our High Speed Optical Receiver ("HSOR") business. In March 2020, we settled the notice of claim dispute with Macom Technology Solutions, Inc. ("Macom") resulting in us receiving $0.6 million and Macom receiving $1.9 million. There were no results from discontinued operations for the six months ended June 30, 2019.



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Liquidity and Capital Resources
        At June 30, 2020, our total cash and cash equivalents were $26.5 million.

        On October 10, 2019, we entered into an Amended and Restated Loan and Security Agreement (the "Loan Agreement") with Silicon Valley Bank ("SVB"), which amended and restated in its entirety our previous Loan and Security Agreement dated as of February 18, 2010, as amended. Under the Loan Agreement, SVB agreed to make advances available up to $10.0 million (the "Revolving Line"). The Revolving Line terminates on October 10, 2020 unless earlier terminated by us. No amounts have been borrowed under this Loan Agreement.

        We believe that our cash balance as of June 30, 2020 in addition to amounts available to us under our Revolving Line, which we intend to renew before the termination date, will provide adequate liquidity for us to meet our working capital needs over the next twelve months. Additionally, we believe that should we have the need for increased capital spending to support our planned growth, we will be able to fund such growth through either third-party financing on competitive market terms or through our available cash. However, these estimates are based on assumptions that may prove to be incorrect, including as a result of the ongoing COVID-19 pandemic and its potential impacts on our business. If we require additional capital beyond our current balances of cash and cash equivalents and borrowing capacity under the Revolving Line described above, this additional capital may not be available when needed, on reasonable terms, or at all. Moreover, our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic.

Discussion of Cash Flows
 Six Months Ended June 30, 
(in thousands)20202019$ Difference
Net cash provided by operating activities$69  $1,118  $(1,049) 
Net cash provided by/(used in) investing activities298  (19,547) 19,845  
Net cash provided by/(used in) financing activities1,133  (493) 1,626  
Net increase/(decrease) in cash and cash equivalents$1,500  $(18,922) $20,422  
        During the first six months of 2020, the $0.1 million of net cash provided by operating activities consisted of our net income of $0.3 million, which included non-cash charges for depreciation and amortization of $1.4 million, share-based compensation of $0.8 million, and a net loss from discontinued operations of $1.4 million offset by a net cash outflow of $3.8 million from changes in working capital. The changes in working capital include a decrease in accounts payable and accrued expenses of $1.3 million, a decrease in contract liabilities of $0.5 million, an increase in inventory of $0.9 million, an increase in other current assets of $0.4 million, and an increase in contract assets of $0.5 million.
        During the first six months of 2019, the $1.1 million of net cash provided by operating activities consisted of our net income of $2.0 million, which included non-cash charges for depreciation and amortization of $1.2 million and share-based compensation of $0.7 million, and a net cash outflow of $2.7 million from changes in working capital. The changes in working capital included an increase in inventory of $0.2 million, a decrease in contract liabilities of $0.2 million, and a decrease in accounts payable and accrued expenses of $2.3 million.
        Cash provided by investing activities during the six months ended June 30, 2020 included $0.6 million in proceeds from the sale of discontinued operations, partially offset by $0.1 million of fixed asset additions and $0.2 million of capitalized intellectual property costs, compared to $0.4 million of fixed asset additions and $0.1 million of capitalized intellectual property costs during the six months ended June 30, 2019. During the six months ended June 30, 2019, cash used in investing activities also included $19.0 million to acquire the operations of GP.
        Net cash provided by financing activities during the six months ended June 30, 2020 consisted primarily of proceeds from the exercise of stock options of $1.4 million, partially offset by a cash outflow of $0.2 million to repurchase our common
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stock. Net cash used in financing activities during the six months ended June 30, 2019 consisted primarily of $0.6 million of payments on long-term debt obligations and $0.2 million to repurchase our common stock on the open market, partially offset by $0.4 million in proceeds received from the exercise of options.

Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements as of June 30, 2020.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. We do not hold or issue financial instruments for trading purposes or have any derivative financial instruments. Our exposure to market risk is limited to interest rate fluctuations due to changes in the general level of U.S. interest rates.
The uncertainty that exists with respect to the economic impact of the global COVID-19 pandemic has introduced significant volatility in the financial markets subsequent to our quarter ended June 30, 2020.
Interest Rate Risk
We do not use derivative financial instruments as a hedge against interest rate fluctuations, and, as a result, interest income earned on our cash and cash equivalents and short-term investments is subject to changes in interest rates. However, we believe that the impact of these fluctuations does not have a material effect on our financial position due to the immediately available liquidity or short-term nature of these financial instruments.
Foreign Currency Exchange Rate Risk
As of June 30, 2020, all payments made under our research contracts have been denominated in U.S. dollars. Our product sales to foreign customers are also generally denominated in U.S. dollars, and we generally do not receive payments in foreign currency. As such, we are not directly exposed to significant currency gains or losses resulting from fluctuations in foreign exchange rates.
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ITEM 4.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.
Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, our principal executive officer and our principal financial officer have concluded that, as of June 30, 2020, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting
        No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
 
ITEM 1.LEGAL PROCEEDINGS

        In December 2018, we received a notice of claim (the "Claim") from Macom Technology Solutions, Inc. ("Macom"), who acquired our HSOR business in August 2017 pursuant to an asset purchase agreement. Under the asset purchase agreement, we agreed to indemnify Macom for certain matters, including, among other things, the collection of accounts receivable from certain major customers, and placed $4.0 million of the purchase price into an escrow account for the potential settlement of any valid indemnity claims. As of December 31, 2019, $1.5 million of the escrow had been received with $2.5 million remaining in escrow pending resolution of the dispute. In March 2020, we settled the dispute resulting in us receiving $0.6 million and Macom receiving $1.9 million. We have recorded a loss from discontinued operations of $1.4 million net of income tax benefit for the six months ended June 30, 2020 to reflect the settlement of the dispute.

        Additionally, from time to time, we may become involved in litigation or claims arising out of our operations in the normal course of business. Management currently believes the amount of ultimate liability, if any, with respect to these actions will not materially affect our financial position, results of operations, or liquidity.

ITEM 1A.RISK FACTORS
You should carefully consider the risks described below before deciding whether to invest in our common stock. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently believe are immaterial may also impair our business operations and financial results. If any of the following risks actually occurs, our business, financial condition or results of operations could be adversely affected. In such case, the trading price of our common stock could decline and you could lose all or part of your investment. Our filings with the SEC also contain forward-looking statements that involve risks or uncertainties. Our actual results could differ materially from those anticipated or contemplated by these forward-looking statements as a result of a number of factors, including the risks we face described below, as well as other variables that could affect our operating results. Past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
RISKS RELATING TO OUR BUSINESS GENERALLY
Our technology is subject to a license from Intuitive Surgical, Inc., which is revocable in certain circumstances. Without this license, we cannot continue to market, manufacture or sell our fiber-optic products.
As a part of the sale of certain assets to Intuitive Surgical, Inc. ("Intuitive") in 2014, we entered into a license agreement with Intuitive pursuant to which we received rights to use all of our transferred technology outside the field of medicine and in respect of our existing non-shape sensing products in certain non-robotic medical fields. This license back to us is revocable if after notice and certain time periods, we were to (i) challenge the validity or enforceability of the transferred patents and patent applications, (ii) commercialize our fiber optical shape sensing and localization technology in the field of medicine (except to perform on a development and supply project for Hansen Medical, Inc.), (iii) violate our obligations related to our ability to sublicense in the field of medicine or (iv) violate our confidentiality obligations in a manner that advantages a competitor in the field of medicine and not cure such violation. Maintaining this license is necessary for us to conduct our fiber-optic products business, both for our telecom products and our ODiSI sensing products. If this license were to be revoked by Intuitive, we would no longer be able to market, manufacture or sell these products which could have a material adverse effect on our operations.
We depend on third-party vendors for specialized components in our manufacturing operations, making us vulnerable to supply shortages and price fluctuations that could harm our business.
We primarily rely on third-party vendors for the manufacture of the specialized components used in our products. The highly specialized nature of our supply requirements poses risks that we may not be able to locate additional sources of the specialized components required in our business. For example, there are few manufacturers who produce the special lasers used in our optical test equipment. Our reliance on these vendors subjects us to a number of risks that could negatively affect our ability to manufacture our products and harm our business, including interruption of supply, including as a result of the COVID-19 pandemic. Although we are now manufacturing tunable lasers in low-rate initial production, we expect our overall reliance on third-party vendors to continue. Any significant delay or interruption in the supply of components, or our inability
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to obtain substitute components or materials from alternate sources at acceptable prices and in a timely manner could impair our ability to meet the demand of our customers and could harm our business.
We depend upon outside contract manufacturers for a portion of the manufacturing process for some of our products. Our operations and revenue related to these products could be adversely affected if we encounter problems with these contract manufacturers.
Many of our products are manufactured internally. However, we also rely upon contract manufacturers to produce the finished portion of certain lasers. Our reliance on contract manufacturers for these products makes us vulnerable to possible capacity constraints and reduced control over delivery schedules, manufacturing yields, manufacturing quality control and costs. If the contract manufacturer for our products were unable or unwilling to manufacture our products in required volumes and at high quality levels or to continue our existing supply arrangement, we would have to identify, qualify and select an acceptable alternative contract manufacturer or move these manufacturing operations to internal manufacturing facilities. An alternative contract manufacturer may not be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable terms, including price. Any significant interruption in manufacturing our products, including as a result of the COVID-19 pandemic, would require us to reduce the supply of products to our customers, which in turn would reduce our revenue, harm our relationships with the customers of these products and cause us to forego potential revenue opportunities.
As a provider of contract research to the U.S. government, we are subject to federal rules, regulations, audits and investigations, the violation or failure of which could adversely affect our business.
We must comply with and are affected by laws and regulations relating to the award, administration and performance of U.S. government contracts. Government contract laws and regulations affect how we do business with our government customers and, in some instances, impose added costs on our business. A violation of a specific law or regulation could result in the imposition of fines and penalties, termination of our contracts or debarment from bidding on contracts. In some instances, these laws and regulations impose terms or rights that are more favorable to the government than those typically available to commercial parties in negotiated transactions. For example, the U.S. government may terminate any of our government contracts and, in general, subcontracts, at their convenience, as well as for default based on performance.
In addition, U.S. government agencies, including the Defense Contract Audit Agency and the Department of Labor, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. The U.S. government also may review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed, while such costs already reimbursed must be refunded. If an audit uncovers the inclusion of certain claimed costs deemed to be expressly unallowable, or improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. government. In addition, our reputation could suffer serious harm if allegations of impropriety were made against us.
In addition to the risk of government audits and investigations, U.S. government contracts and grants impose requirements on contractors and grantees relating to ethics and business practices, which carry civil and criminal penalties including monetary fines, assessments, loss of the ability to do business with the U.S. government and certain other criminal penalties.
We may also be prohibited from commercially selling certain products that we develop under our Lightwave and Luna Labs segments or related products based on the same core technologies if the U.S. government determines that the commercial availability of those products could pose a risk to national security. For example, certain of our wireless technologies have been classified as secret by the U.S. government and as a result we cannot sell them commercially. Any of these determinations would limit our ability to generate product sales and license revenues.
We rely and will continue to rely on contracts and grants awarded under the SBIR program for a significant portion of our revenues. A finding by the SBA that we no longer qualify to receive SBIR awards could adversely affect our business.
We compete as a small business for some of our government contracts. Our revenues derived from the SBIR program account for a significant portion of our consolidated total revenues, and contract research, including SBIR contracts, will remain a significant portion of our consolidated total revenues for the foreseeable future. For the six months ended June 30, 2020 and 2019, revenues generated under the SBIR program represented 36% and 38%, respectively, of our total revenues.
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We may not continue to qualify to participate in the SBIR program or to receive new SBIR awards from federal agencies. In order to qualify for SBIR contracts and grants, we must meet certain size and ownership eligibility criteria. These eligibility criteria are applied as of the time of the award of a contract or grant. A company can be declared ineligible for a contract award as a result of a size challenge filed with the SBA by a competitor or a federal agency.
In order to be eligible for SBIR contracts and grants, under current SBA rules we must be more than 50% owned and controlled by individuals who are U.S. citizens or permanent resident aliens, and/or other small business concerns (each of which is more than 50% owned and controlled by individuals who are U.S. citizens or permanent resident aliens) or certain qualified investment companies. In the event our institutional ownership significantly increases, either because of increased buying by institutions or selling by individuals, we could lose eligibility for new SBIR contracts and grants.
Also, in order to be eligible for SBIR contracts and grants, the number of our employees, including those of any entities that are considered to be affiliated with us, cannot exceed 500. As of June 30, 2020, we had approximately 289 full-time and part-time employees. In determining whether we are affiliated with any other entity, the SBA may analyze whether another entity controls or has the power to control us. Carilion Clinic is our largest institutional stockholder. Since early 2011, a formal size determination by the SBA that focused on whether or not Carilion is or was our affiliate has been outstanding. Although we do not believe that Carilion has or had the power to control our company, we cannot assure you that the SBA will interpret its regulations in our favor on this question. If the SBA were to make a determination that we are or were affiliated with Carilion, we would exceed the size limitations, as Carilion has over 500 employees. In that case, we would lose eligibility for new SBIR contracts and grants and other awards that are set aside for small businesses based on the criterion of number of employees, and the relevant government agency would have the discretion to suspend performance on existing SBIR grants. The loss of our eligibility to receive SBIR awards would have a material adverse impact on our revenues, cash flows and our ability to fund our growth.
Moreover, as our business grows, it is foreseeable that we will eventually exceed the SBIR size limitations, in which case we may be required to seek alternative sources of revenues or capital.
A decline in government research contract awards or government funding for existing or future government research contracts, including SBIR contracts, could adversely affect our revenues, cash flows and ability to fund our growth.
Contract research revenue within the Lightwave and Luna Labs segment revenues, which consists primarily of government-funded research, accounted for 31% and 32% of our consolidated total revenues for the six months ended June 30, 2020 and 2019, respectively. As a result, we are vulnerable to adverse changes in our revenues and cash flows if a significant number of our research contracts and subcontracts were to be simultaneously delayed or canceled for budgetary, performance or other reasons. For example, the U.S. government may cancel these contracts at any time without cause and without penalty or may change its requirements, programs or contract budget, any of which could reduce our revenues and cash flows from U.S. government research contracts. Our revenues and cash flows from U.S. government research contracts and subcontracts could also be reduced by declines or other changes in U.S. defense, homeland security and other federal agency budgets. In addition, we compete as a small business for some of these contracts, and in order to maintain our eligibility to compete as a small business, we, together with any affiliates, must continue to meet size and revenue limitations established by the U.S. government.
Our contract research customer base includes government agencies, corporations and academic institutions. Our customers are not obligated to extend their agreements with us and may elect not to do so. Also, our customers’ priorities regarding funding for certain projects may change and funding resources may no longer be available at previous levels.
In addition to contract cancellations and changes in agency budgets, our future financial results may be adversely affected by curtailment of or restrictions on the U.S. government’s use of contract research providers, including curtailment due to government budget reductions and related fiscal matters or any legislation or resolution limiting the number or amount of awards we may receive. These or other factors could cause U.S. defense and other federal agencies to conduct research internally rather than through commercial research organizations or direct awards to other organizations, to reduce their overall contract research requirements or to exercise their rights to terminate contracts. Alternatively, the U.S. government may discontinue the SBIR program or its funding altogether. Also, SBIR regulations permit increased competition for SBIR awards from companies that may not have previously been eligible, such as those backed by venture capital operating companies, hedge funds and private equity firms. Any of these developments could limit our ability to obtain new contract awards and adversely affect our revenues, cash flows and ability to fund our growth.
Our failure to attract, train and retain skilled employees or members of our senior management and to obtain necessary security clearances for such persons or maintain a facility security clearance would adversely affect our business and operating results.
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The availability of highly trained and skilled technical and professional personnel is critical to our future growth and profitability. Competition for scientists, engineers, technicians and professional personnel is intense and our competitors aggressively recruit key employees. In the past, we have experienced difficulties in recruiting and hiring these personnel as a result of the tight labor market in certain fields. Any difficulty in hiring or retaining qualified employees, combined with our growth strategy and future needs for additional experienced personnel, particularly in highly specialized areas such as nanomaterial manufacturing and fiber optic sensing technologies, may make it more difficult to meet all of our needs for these employees in a timely manner. Although we intend to continue to devote significant resources to recruit, train and retain qualified employees, we may not be able to attract and retain these employees, especially in technical fields in which the supply of experienced qualified candidates is limited, or at the senior management level. Any failure to do so would have an adverse effect on our business. Any loss of key personnel could have a material adverse effect on our ability to meet key operational objectives, such as timely and effective project milestones and product introductions, which in turn could adversely affect our business, results of operations and financial condition.
We provide certain services to the U.S. government that require us to maintain a facility security clearance and for certain of our employees and our board chairman to hold security clearances. In general, the failure for necessary persons to obtain or retain sufficient security clearances, any loss by us of a facility security clearance or any public reprimand related to security matters could result in a U.S. government customer terminating an existing contract or choosing not to renew a contract or prevent us from bidding on or winning certain new government contracts.
In addition, our future success depends in a large part upon the continued service of key members of our senior management team. We do not maintain any key-person life insurance policies on our officers. The loss of any members of our management team or other key personnel could seriously harm our business.
Our business is subject to the cyclical nature of the markets in which we compete and any future downturn may reduce demand for our products and revenue.
Many factors beyond our control affect our business, including consumer confidence in the economy, interest rates, fuel prices, health crises, such as the COVID-19 pandemic, and the general availability of credit. The overall economic climate and changes in Gross National Product growth have a direct impact on some of our customers and the demand for our products. We cannot be sure that our business will not be adversely affected as a result of an industry or general economic downturn.
Our customers may reduce capital expenditures and have difficulty satisfying liquidity needs because of continued turbulence in the U.S. and global economies, resulting in reduced sales of our products and harm to our financial condition and results of operations.
In particular, our historical results of operations have been subject to substantial fluctuations, and we may experience substantial period-to-period fluctuations in future results of operations. Any future downturn in the markets in which we compete could significantly reduce the demand for our products and therefore may result in a significant reduction in revenue or increase the volatility of the price of our common stock. Our revenue and results of operations may be adversely affected in the future due to changes in demand from customers or cyclical changes in the markets utilizing our products.
In addition, the telecommunications industry has, from time to time, experienced, and may again experience, a pronounced downturn. To respond to a downturn, many service providers may slow their capital expenditures, cancel or delay new developments, reduce their workforces and inventories and take a cautious approach to acquiring new equipment and technologies from original equipment manufacturers, which would have a negative impact on our business. Weakness in the global economy or a future downturn in the telecommunications industry may cause our results of operations to fluctuate from quarter-to-quarter and year-to-year, harm our business, and may increase the volatility of the price of our common stock.
Customer acceptance of our products is dependent on our ability to meet changing requirements, and any decrease in acceptance could adversely affect our revenue.
Customer acceptance of our products is significantly dependent on our ability to offer products that meet the changing requirements of our customers, including telecommunication, military, medical and industrial corporations, as well as government agencies. Any decrease in the level of customer acceptance of our products could harm our business.
Our products must meet exacting specifications, and defects and failures may occur, which may cause customers to return or stop buying our products.
Our customers generally establish demanding specifications for quality, performance and reliability that our products must meet. However, our products are highly complex and may contain defects and failures when they are first introduced or as new versions are released. Our products are also subject to rough environments as they are integrated into our customer
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products for use by the end customers. If defects and failures occur in our products, we could experience lost revenue, increased costs, including warranty expense and costs associated with customer support, delays in or cancellations or rescheduling of orders or shipments, product returns or discounts, diversion of management resources or damage to our reputation and brand equity, and in some cases consequential damages, any of which would harm our operating results. In addition, delays in our ability to fill product orders as a result of quality control issues may negatively impact our relationship with our customers. We cannot assure you that we will have sufficient resources, including any available insurance, to satisfy any asserted claims.
The markets for many of our products are characterized by changing technology which could cause obsolescence of our products, and we may incur substantial costs in delivering new products.
The markets for many of our products are characterized by changing technology, new product introductions and product enhancements, and evolving industry standards. The introduction or enhancement of products embodying new technology or the emergence of new industry standards could render existing products obsolete, and result in a write down to the value of our inventory, or result in shortened product life cycles. Accordingly, our ability to compete is in part dependent on our ability to continually offer enhanced and improved products.
The success of our new product offerings will depend upon several factors, including our ability to:

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.
 
Our inability to find new customers or retain existing customers could harm our business.
Our business is reliant on our ability to find new customers and retain existing customers. In particular, customers normally purchase certain of our products and incorporate them into products that they, in turn, sell in their own markets on an ongoing basis. As a result, the historical sales of these products have been dependent upon the success of our customers’ products and our future performance is dependent upon our success in finding new customers and receiving new orders from existing customers.
In several markets, the quality and reliability of our products are a major concern for our customers, not only upon the initial manufacture of the product, but for the life of the product. Many of our products are used in remote locations for higher value assembly, making servicing of our products unfeasible. Any failure of the quality or reliability of our products could harm our business.
Customer demand for our products is difficult to accurately forecast and, as a result, we may be unable to optimally match production with customer demand, which could adversely affect our business and financial results.
We make planning and spending decisions, including determining the levels of business that we will seek and accept, production schedules, inventory levels, component procurement commitments, personnel needs and other resource requirements, based on our estimates of customer requirements. The short-term nature of commitments by many of our customers and the possibility of unexpected changes in demand for their products reduce our ability to accurately estimate future customer requirements. On occasion, customers may require rapid increases in production, which can strain our resources, cause our manufacturing to be negatively impacted by materials shortages, necessitate higher or more restrictive procurement commitments, increase our manufacturing yield loss and scrapping of excess materials, and reduce our gross margin. We may not have sufficient capacity at any given time to meet the volume demands of our customers, or one or more of our suppliers may not have sufficient capacity at any given time to meet our volume demands. Conversely, a downturn in the markets in which our customers compete can cause, and in the past have caused, our customers to significantly reduce or delay the amount of products ordered or to cancel existing orders, leading to lower utilization of our facilities. Because many of our costs and operating expenses are relatively fixed, reduction in customer demand due to market downturns or other reasons would have a negative effect on our gross margin, operating income and cash flow.

Rapidly changing standards and regulations could make our products obsolete, which would cause our revenue and results of operations to suffer.

        We design products to conform to our customers’ requirements and our customers’ systems may be subject to regulations established by governments or industry standards bodies worldwide. Because some of our products are designed to
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conform to current specific industry standards, if competing or new standards emerge that are preferred by our customers, we would have to make significant expenditures to develop new products. If our customers adopt new or competing industry standards with which our products are not compatible, or the industry groups adopt standards or governments issue regulations with which our products are not compatible, our existing products would become less desirable to our customers and our revenue and results of operations would suffer.
The results of our operations could be adversely affected by economic and political conditions and the effects of these conditions on our customers’ businesses and levels of business activity.
Global economic and political conditions affect our customers’ businesses and the markets they serve. A severe or prolonged economic downturn, including during and following the COVID-19 pandemic, or a negative or uncertain political climate could adversely affect our customers’ financial conditions and the timing or levels of business activity of our customers and the industries we serve. This may reduce the demand for our products or depress pricing for our products and have a material adverse effect on our results of operations. Changes in global economic conditions could also shift demand to products or services for which we do not have competitive advantages, and this could negatively affect the amount of business we are able to obtain. In addition, if we are unable to successfully anticipate changing economic and political conditions, we may be unable to effectively plan for and respond to those changes, and our business could be negatively affected as a result.
We have experienced net losses in the past, and because our strategy for expansion may be costly to implement, we may experience losses and may not maintain profitability or positive cash flow.
We have experienced net losses in the past. We expect to continue to incur significant expenses as we pursue our strategic initiatives, including increased expenses for research and development, sales and marketing and manufacturing. We may also grow our business in part through acquisitions of additional companies and complementary technologies which could cause us to incur greater than anticipated transaction expenses, amortization or write-offs of intangible assets and other acquisition-related expenses. As a result, we may incur net losses in the future, and these losses could be substantial. At a certain level, continued net losses could impair our ability to comply with Nasdaq continued listing standards, as described further below.
Our ability to generate additional revenues and remain profitable will depend on our ability to execute our key growth initiative regarding the development, marketing and sale of sensing products, develop and commercialize innovative technologies, expand our contract research capabilities and sell the products that result from those development initiatives. We may not be able to sustain or increase our profitability on a quarterly or annual basis.

We may require additional capital to support and expand our business.
We intend to continue to make investments to support our business growth, including developing new products, enhancing our existing products, obtaining important regulatory approvals, enhancing our operating infrastructure, completing our development activities and building our commercial scale manufacturing facilities. To the extent that we are unable to become or remain profitable and to finance our activities from continuing operations, we may require additional funds to support these initiatives and to grow our business.
If we are successful in raising additional funds through issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, including as the result of the issuance of warrants in connection with the financing, and any new equity securities we issue could have rights, preferences and privileges superior to those of our existing common stock. Furthermore, such financings may jeopardize our ability to apply for SBIR grants or qualify for SBIR contracts or grants, and our dependence on SBIR grants may restrict our ability to raise additional outside capital. If we raise additional funds through debt financings, these financings may involve significant cash payment obligations and covenants that restrict our ability to operate our business and make distributions to our stockholders.
If we are unable to obtain adequate financing or financing terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited.
We face and will face substantial competition in several different markets that may adversely affect our results of operations.
We face and will face substantial competition from a variety of companies in several different markets. As we focus on developing marketing and selling fiber optic sensing products, we may also face substantial and entrenched competition in that market.
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Many of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than we do. These competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. In addition, current and potential competitors have established or may establish financial or strategic relationships among themselves or with existing or potential customers or other third parties. Accordingly, new competitors or alliances among competitors could emerge and rapidly acquire significant market share. We cannot assure you that we will be able to compete successfully against current or new competitors, in which case our revenues may fail to increase or may decline.
Intense competition in our markets could result in aggressive business tactics by our competitors, including aggressively pricing their products or selling older inventory at a discount. If our current or future competitors utilize aggressive business tactics, including those described above, demand for our products could decline, we could experience delays or cancellations of customer orders, or we could be required to reduce our sales prices.
Shifts in product mix may result in declines in gross profit.
Our gross profit margins vary among our product platforms and are generally highest on our test and measurement instruments. Our overall gross profit may fluctuate from period to period as a result of a variety of factors including shifts in product mix, the introduction of new products, and decreases in average selling prices for older products. If our customers decide to buy more of our products with low gross profit margins or fewer of our products with high gross profit margins, our total gross profits could be harmed.
Risks Relating to our Operations and Business Strategy
If we are unable to successfully integrate acquired businesses, it could have an adverse effect on our future results and the market price of our common stock.
In the past, we have acquired businesses to support our growth strategy, including the acquisition of General Photonics Corporation in March 2019 and Micron Optics, Inc. in October 2018. In the future, we may continue to seek acquisition targets supporting our growth strategy. The success of an acquisition will depend, in large part, on sales of the acquired company's products and the realization of operating synergies. To realize these anticipated benefits, we must successfully integrate the acquired company's business into our existing business. Such integrations may be complex and time-consuming. The failure to successfully integrate and manage the challenges presented by the integration process may result in our failure to achieve some or all of the anticipated benefits of the acquisition. Potential difficulties that may be encountered in the integration process include the following:
lost sales and customers as a result of customers deciding not to do business with us;
complexities associated with managing the larger combined company with distant business locations;
integrating personnel while maintaining focus on providing consistent, high quality products;
loss of key employees;
potential unknown liabilities associated with the acquisition; and
performance shortfalls as a result of the division of management's attention caused by completing the acquisition and integrating operations.
If any of these events were to occur, our ability to maintain relationships with the customers, suppliers and employees or our ability to achieve the anticipated benefits of the acquisition could be adversely affected, or could reduce our future earnings or otherwise adversely affect our business and financial results and, as a result, adversely affect the market price of our common stock.
If we cannot successfully transition our revenue mix from contract research revenues to product sales and license revenues, we may not be able to fully execute our business model or grow our business.
Our business model and future growth depend on our ability to transition to a revenue mix that contains significantly larger product sales and revenues from the provision of services or from licensing. Product sales and these revenues potentially offer greater scalability than contract research revenues. Our current plan is to increase our sales of commercial products, our licensing revenues and our provision of non-research services to customers so as to represent a larger percentage of our total revenues. If we are unable to develop and grow our product sales and revenues from the provision of services or from licensing
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to augment our contract research revenues, however, our ability to execute our business model or grow our business could suffer. There can be no assurance that we will be able to achieve increased revenues in this manner.
Failure to develop, introduce and sell new products or failure to develop and implement new technologies, could adversely impact our financial results.
Our success will depend on our ability to develop and introduce new products that customers choose to buy. The new products the market requires tend to be increasingly complex, incorporating more functions and operating at faster speeds than old products. If we fail to introduce new product designs or technologies in a timely manner or if customers do not successfully introduce new systems or products incorporating our products, our business, financial condition and results of operations could be materially harmed.
If we are unable to manage growth effectively, our revenues and net loss could be adversely affected.
We may need to expand our personnel resources to grow our business effectively. We believe that sustained growth at a higher rate will place a strain on our management as well as on our other human resources. To manage this growth, we must continue to attract and retain qualified management, professional, scientific and technical and operating personnel. If we are unable to recruit a sufficient number of qualified personnel, we may be unable to staff and manage projects adequately, which in turn may slow the rate of growth of our contract research revenues or our product development efforts.
We may not be successful in identifying market needs for new technologies or in developing new products.
Part of our business model depends on our ability to correctly identify market needs for new technologies. We intend to identify new market needs, but we may not always have success in doing so in part because our contract research largely centers on identification and development of unproven technologies, often for new or emerging markets. Furthermore, we must identify the most promising technologies from a sizable pool of projects. If our commercialization strategy process fails to identify projects with commercial potential or if management does not ensure that such projects advance to the commercialization stage, we may not successfully commercialize new products and grow our revenues.
Our growth strategy requires that we also develop successful commercial products to address market needs. We face several challenges in developing successful new products. Many of our existing products and those currently under development are technologically innovative and require significant and lengthy product development efforts. These efforts include planning, designing, developing and testing at the technological, product and manufacturing-process levels. These activities require us to make significant investments. Although there are many potential applications for our technologies, our resource constraints require us to focus on specific products and to forgo other opportunities. We expect that one or more of the potential products we choose to develop will not be technologically feasible or will not achieve commercial acceptance, and we cannot predict which, if any, of our products we will successfully develop or commercialize. The technologies we research and develop are new and steadily changing and advancing. The products that are derived from these technologies may not be applicable or compatible with the state of technology or demands in existing markets. Our existing products and technologies may become uncompetitive or obsolete if our competitors adapt more quickly than we do to new technologies and changes in customers’ requirements. Furthermore, we may not be able to identify if and when new markets will open for our products given that future applications of any given product may not be readily determinable, and we cannot reasonably estimate the size of any markets that may develop. If we are not able to successfully develop new products, we may be unable to increase our product revenues.
We face risks associated with our international business.

We currently conduct business internationally and we might considerably expand our international activities in the future. Our international business operations are subject to a variety of risks associated with conducting business internationally, including:

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;
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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conducting business in places where business practices and customs are unfamiliar and unknown;
the imposition of restrictive trade policies;
the imposition of inconsistent laws or regulations;
the imposition or increase of investment and other restrictions or requirements by foreign governments;
uncertainties relating to foreign laws and legal proceedings;
having to comply with a variety of U.S. laws, including the Foreign Corrupt Practices Act ("FCPA"); and
having to comply with licensing requirements.
We do not know the impact that these regulatory, geopolitical and other factors may have on our international business in the future. Further, the developing situation regarding the public health epidemic originating in China, has prompted precautionary government-imposed closures of certain travel and business. It is unknown whether and how global supply chains, may be affected if such an epidemic persists for an extended period of time.  We may incur expenses or delays relating to such events outside of our control or experience potential disruption of our ability to travel to customer sites and industry conferences important to the marketing and support of our products, any of which could have an adverse impact on our business, operating results and financial condition.

Legal, political and economic uncertainty surrounding the exit of the U.K., from the European Union may be a source of instability in international markets, create significant currency fluctuations, adversely affect our operations in the U.K. and pose additional risks to our business, revenue, financial condition and results of operations.

        Following the result of a referendum in 2016, the U.K. left the EU on January 31, 2020, commonly referred to as Brexit. Pursuant to the formal withdrawal arrangements agreed between the U.K. and the EU, the U.K. will be subject to a transition period until December 31, 2020 (the "Transition Period"), during which the EU rules will continue to apply.

        Negotiations between the U.K. and the EU are expected to continue in relation to the customs and trading relationship between the U.K. and the EU following the expiry of the Transition Period.

        The uncertainty concerning the U.K.'s legal, political and economic relationship with the EU after the Transition Period may be a source of instability in the international markets, create significant currency fluctuations, and/or otherwise adversely affect trading agreements or similar cross-border cooperation arrangements (whether economic, tax, legal, regulatory or otherwise).

        These developments, or the perception that any of them could occur, have had and may continue to have a significant adverse effect on global economic conditions and the stability of global financial markets, and could significantly reduce global market liquidity and limit the ability of key market participants to operate in certain financial markets. In particular, it could also lead to a period of considerable uncertainty in relation to the U.K. financial and banking markets, as well as on the regulatory process in Europe. Asset valuations, currency exchange rates and credit ratings may also be subject to increased market volatility.

        If the U.K. and the EU are unable to negotiate acceptable trading and customs terms or if other EU Member States pursue withdrawal, barrier-free access between the U.K. and other EU Member States or among the European Economic Area overall could be diminished or eliminated. The long-term effects of Brexit will depend on any agreements (or lack thereof) between the U.K. and the EU and, in particular, any arrangements for the U.K. to retain access to EU markets after the Transition Period.

        Such a withdrawal from the EU is unprecedented, and it is unclear how the U.K.'s access to the European single market for goods, capital, services and labor within the EU, or single market, and the wider commercial, legal and regulatory environment will impact our operations and customers. There may continue to be economic uncertainty surrounding the consequences of Brexit which could adversely impact customer confidence resulting in customers reducing their spending budgets, which could adversely affect our business, revenue, financial condition, and results of operations and could adversely affect the market price of our common stock.

We may dispose of or discontinue existing product lines and technology developments, which may adversely impact our future results.
        On an ongoing basis, we evaluate our various product offerings and technology developments in order to determine whether any should be discontinued or, to the extent possible, divested. In addition, if we are unable to generate the amount of
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cash needed to fund the future operations of our business, we may be forced to sell one or more of our product lines or technology developments.
        We cannot guarantee that we have correctly forecasted, or that we will correctly forecast in the future, the right product lines and technology developments to dispose or discontinue or that our decision to dispose of or discontinue various investments, product lines and technology developments is prudent if market conditions change. In addition, there are no assurances that the discontinuance of various product lines will reduce operating expenses or will not cause us to incur material charges associated with such decision. Furthermore, the discontinuance of existing product lines entails various risks, including the risk that we will not be able to find a purchaser for a product line or the purchase price obtained will not be equal to at least the book value of the net assets for the product line. Other risks include managing the expectations of, and maintaining good relations with, our historical customers who previously purchased products from a disposed or discontinued product line, which could prevent us from selling other products to them in the future. We may also incur other significant liabilities and costs associated with disposal or discontinuance of product lines, including employee severance costs and excess facilities costs.
We could be negatively affected by a security breach or other compromise, either through cyber-attack, cyber-intrusion or other significant disruption of our IT networks and related systems.
We face the risk, as does any company, of a security breach or other compromise, whether through cyber-attack or cyber-intrusion over the internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, or other significant disruption of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber-intrusion, including by computer hackers, foreign governments and cyber terrorists, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. We may also experience security breaches or compromises from unintentional or accidental actions by our employees, contractors, consultants, business partners, and/or other third parties. To the extent that any security breach or disruption were to result in a loss, destruction, unavailability, alteration or dissemination of, or damage to, our data or applications, or for it to be believed or reported that any of these occurred, we could incur liability and reputational damage.
As a technology company, and particularly as a government contractor, we may face a heightened risk of a security breach, compromise or disruption from attempts to gain unauthorized access to our proprietary, confidential or classified information on our IT networks and related systems via cyber-attacks or cyber-intrusions. These types of information and IT networks and related systems are critical to the operation of our business and essential to our ability to perform day-to-day operations, and, in some cases, are critical to our operations or those of our customers. Such critical information includes our proprietary software code, which we protect as a trade secret and is critical to the competitive advantage of many of our products, which could be adversely affected if this code were stolen in a cyber-intrusion or otherwise compromised. In addition, as certain of our technological capabilities become widely known, it is possible that we may be subjected to cyber-attack or cyber-intrusion as third parties seek to gain improper access to information regarding these capabilities and cyber-attacks or cyber-intrusion could compromise our confidential information or our IT networks and systems generally, as it is not practical as a business matter to isolate all of our confidential information and trade secrets from email and internet access. A security breach, compromise or other significant disruption involving these types of information and IT networks and related systems could disrupt the proper functioning of these networks and systems and therefore our operations, compromise our confidential information and trade secrets, or damage our reputation among our customers and the public generally. We have not identified any significant security breaches or experienced other significant disruptions of these types to date. To date, we have not experienced a significant cyber-intrusion, cyber-attack or other similar disruption. There can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Any of these developments in the future could have a negative impact on our results of operations, financial condition and cash flows. 
Health epidemics, including the recent COVID-19 pandemic, have had, and could in the future have, an adverse impact on our business, operations, and the markets and communities in which we and our customers and suppliers operate.
In December 2019, a disease referred to as COVID-19 was reported and has spread to many countries worldwide, including the United States.
The ongoing global COVID-19 pandemic has impacted, and will likely continue to impact, the way we conduct our business, including the way in which we interface with customers, suppliers and our employees. Although to date we have not experienced any material changes in our customers’ purchasing patterns during the COVID-19 pandemic, it is possible that the pandemic could result in customers delaying purchasing decisions, deferring the ordering of our products or experiencing reductions in capital expenditure budgets that could otherwise impact the near term demand for our products.  Similarly, while we have not experienced any material changes in our supply chain, it is possible that suppliers could experience difficulty in
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providing us with necessary components for our products.  If the demand for our products, or our access to critical components were to be interrupted, it could have a material adverse impact on our results of operations.
The COVID-19 pandemic has been declared a national emergency. In response to the COVID-19 pandemic, many state, local, and foreign governments have put in place, and others in the future may put in place, quarantines, executive orders, shelter-in-place orders, and similar government orders and restrictions in order to control the spread of the disease. Such orders or restrictions, or the perception that such orders or restrictions could occur, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions, and cancellation or postponement of events, among other effects that could negatively impact productivity and disrupt our operations and those of our customers and suppliers. We have implemented alternate work arrangements, including staggered schedules and shifts, distancing within our offices and working from home for most of our employees, and we may take further actions that alter our operations as may be required by federal, state, or local authorities, or which we determine are in our best interests. While most of our operations can be performed under these alternate work arrangements, there is no guarantee that we will be as effective while working under them because our team is dispersed, many employees may have additional personal needs to attend to (such as looking after children as a result of school closures or family who become sick), and employees may become sick themselves and be unable to work. Decreased effectiveness of our team could adversely affect our results due to our inability to meet in person with potential customers, longer time periods for supply, longer time periods for manufacturing and other decreases in productivity that could seriously harm our business. Furthermore, we may decide to postpone or cancel planned investments in our business in response to changes in our business as a result of the spread of COVID-19, which could seriously harm our business.
In addition, while the potential impact and duration of the COVID-19 pandemic on the global economy and our business in particular may be difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital, which could negatively affect our liquidity in the future.
The global impact of COVID-19 continues to rapidly evolve, and we will continue to monitor the situation closely. The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change.  We do not yet know the full extent of potential delays or impacts on our business, operations, or the global economy as a whole.  While the spread of COVID-19 may eventually be contained or mitigated, there is no guarantee that a future outbreak of this or any other widespread epidemics will not occur, or that the global economy will recover, either of which could seriously harm our business.
Risks Relating to our Regulatory Environment
Our operations are subject to domestic and foreign laws, regulations and restrictions, and noncompliance with these laws, regulations and restrictions could expose us to fines, penalties, suspension or debarment, which could have a material adverse effect on our profitability and overall financial position.
Our operations, particularly our international sales, subject us to numerous U.S. and foreign laws and regulations, including, without limitation, regulations relating to imports, exports (including the Export Administration Regulations and the International Traffic in Arms Regulations), technology transfer restrictions, anti-boycott provisions, economic sanctions and the FCPA. The number of our various emerging technologies, the development of many of which has been funded by the Department of Defense, presents us with many regulatory challenges. Failure by us or our sales representatives or consultants to comply with these laws and regulations could result in administrative, civil, or criminal liabilities and could result in suspension of our export privileges, which could have a material adverse effect on our business. Changes in regulation or political environment may affect our ability to conduct business in foreign markets including investment, procurement and repatriation of earnings.
Environmental regulations could increase operating costs and additional capital expenditures and delay or interrupt operations.
The photonics industry, as well as the semiconductor industry, are subject to governmental regulations for the protection of the environment, including those relating to air and water quality, solid and hazardous waste handling, and the promotion of occupational safety. Various federal, state and local laws and regulations require that we maintain certain environmental permits. While we believe that we have obtained all necessary environmental permits required to conduct our manufacturing processes, if we are found to be in violation of these laws, we could be subject to governmental fines and liability for damages resulting from such violations.
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Changes in the aforementioned laws and regulations or the enactment of new laws, regulations or policies could require increases in operating costs and additional capital expenditures and could possibly entail delays or interruptions of our operations.
If our manufacturing facilities do not meet Federal, state or foreign country manufacturing standards, we may be required to temporarily cease all or part of our manufacturing operations, which would result in product delivery delays and negatively impact revenues.
Our manufacturing facilities are subject to periodic inspection by regulatory authorities and our operations will continue to be regulated by the FDA for compliance with Good Manufacturing Practice requirements contained in the quality systems regulations. We are also required to comply with International Organization for Standardization ("ISO"), quality system standards in order to produce certain of our products for sale in Europe. If we fail to continue to comply with Good Manufacturing Practice requirements or ISO standards, we may be required to cease all or part of our operations until we comply with these regulations. Obtaining and maintaining such compliance is difficult and costly. We cannot be certain that our facilities will be found to comply with Good Manufacturing Practice requirements or ISO standards in future inspections and audits by regulatory authorities. In addition, if we cannot maintain or establish manufacturing facilities or operations that comply with such standards or do not meet the expectations of our customers, we may not be able to realize certain economic opportunities in our current or future supply arrangements.
We are subject to additional significant foreign and domestic government regulations, including environmental and health and safety regulations, and failure to comply with these regulations could harm our business.
Our facilities and current and proposed activities involve the use of a broad range of materials that are considered hazardous under applicable laws and regulations. Accordingly, we are subject to a number of foreign, federal, state and local laws and regulations relating to health and safety, protection of the environment and the storage, use, disposal of, and exposure to, hazardous materials and wastes. We could incur costs, fines and civil and criminal penalties, personal injury and third-party property damage claims, or could be required to incur substantial investigation or remediation costs, if we were to violate or become liable under environmental, health and safety laws. Moreover, a failure to comply with environmental laws could result in fines and the revocation of environmental permits, which could prevent us from conducting our business. Liability under environmental laws can be joint and several and without regard to fault. There can be no assurance that violations of environmental and health and safety laws will not occur in the future as a result of the inability to obtain permits, human error, equipment failure or other causes. Environmental laws could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations, which could harm our business. Accordingly, violations of present and future environmental laws could restrict our ability to expand facilities, pursue certain technologies, and could require us to acquire costly equipment or incur potentially significant costs to comply with environmental regulations.
Compliance with foreign, federal, state and local environmental laws and regulations represents a small part of our present budget. If we fail to comply with any such laws or regulations, however, a government entity may levy a fine on us or require us to take costly measures to ensure compliance. Any such fine or expenditure may adversely affect our development. We cannot predict the extent to which future legislation and regulation could cause us to incur additional operating expenses, capital expenditures or restrictions and delays in the development of our products and properties.

We are or may become subject to a variety of privacy and data security laws, and our failure to comply with them could harm our business.

        We maintain sensitive information, including confidential business and personal information in connection with our business customers and our employees, and may be subject to laws and regulations governing the privacy and security of such information. In the United States, there are numerous federal and state privacy and data security laws and regulations governing the collection, use, disclosure and protection of personal information. Each of these constantly evolving laws can be subject to varying interpretations.

        In addition, states are constantly adopting new laws or amending existing laws, requiring attention to frequently changing regulatory requirements. For example, California enacted the California Consumer Privacy Act, or the CCPA, on June 28, 2018, which took effect on January 1, 2020 and has been dubbed the first “GDPR-like” law in the United States. The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used by requiring covered companies to provide new disclosures to California consumers (as that term is broadly defined and can include any of our current or future employees who may be California residents) and provide such residents new ways to opt-out of certain sales of personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches
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that is expected to increase data breach litigation. The CCPA may increase our compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States. Other states are beginning to pass similar laws.

        A similar situation exists in the EU. In May 2018, a new privacy regime, the General Data Protection Regulation, the GDPR, took effect in the European Economic Area, the EEA. The GDPR governs the collection, use, disclosure, transfer or other processing of personal data of European data subjects. Among other things, the GDPR imposes requirements regarding the security of personal data and notification of data processing obligations to the competent national data processing authorities, changes the lawful bases on which personal data can be processed, and expands the definition of personal data. In addition, the GDPR increases the scrutiny of transfers of personal data from the EEA to the United States and other jurisdictions that the European Commission does not recognize as having “adequate” data protection laws, and imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of our consolidated annual worldwide gross revenue). The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies and obtain compensation for damages resulting from violations of the GDPR. Compliance with these and any other applicable privacy and data security laws and regulations is a rigorous and time-intensive process, and we may be required to put in place additional mechanisms ensuring compliance with the new data protection rules. If we fail to comply with any such laws or regulations, we may face significant fines and penalties that could adversely affect our business, financial condition and results of operations. Furthermore, the laws are not consistent, and compliance in the event of a widespread data breach could be costly.
Risks Relating to our Intellectual Property
Our proprietary rights may not adequately protect our technologies.
Our commercial success will depend in part on our obtaining and maintaining patent, trade secret, copyright and trademark protection of our technologies in the United States and other jurisdictions as well as successfully enforcing this intellectual property and defending it against third-party challenges. We will only be able to protect our technologies from unauthorized use by third parties to the extent that valid and enforceable intellectual property protections, such as patents or trade secrets, cover them. In particular, we place considerable emphasis on obtaining patent and trade secret protection for significant new technologies, products and processes. The degree of future protection of our proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage. The degree of future protection of our proprietary rights is also uncertain for products that are currently in the early stages of development because we cannot predict which of these products will ultimately reach the commercial market or whether the commercial versions of these products will incorporate proprietary technologies.
Our patent position is highly uncertain and involves complex legal and factual questions. Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents. For example:

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;
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.
Patents may not be issued for any pending or future pending patent applications owned by or licensed to us, and claims allowed under any issued patent or future issued patent owned or licensed by us may not be valid or sufficiently broad to protect our technologies. Moreover, protection of certain of our intellectual property may be unavailable or limited in the United States or in foreign countries, and we have not sought to obtain foreign patent protection for certain of our products or technologies due to cost, concerns about enforceability or other reasons. Any issued patents owned by or licensed to us now or in the future may be challenged, invalidated, or circumvented, and the rights under such patents may not provide us with competitive advantages. In addition, competitors may design around our technology or develop competing technologies. Intellectual property rights may also be unavailable or limited in some foreign countries, and in the case of certain products no foreign patents were filed or can be filed. This could make it easier for competitors to capture or increase their market share with respect to related technologies. We could incur substantial costs to bring suits in which we may assert our patent rights against
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others or defend ourselves in suits brought against us. An unfavorable outcome of any litigation could have a material adverse effect on our business and results of operations.
We also rely on trade secrets to protect our technology, especially where we believe patent protection is not appropriate or obtainable. However, trade secrets are difficult to protect. We regularly attempt to obtain confidentiality agreements and contractual provisions with our collaborators, employees and consultants to protect our trade secrets and proprietary know-how. These agreements may be breached or may not have adequate remedies for such breach. While we use reasonable efforts to protect our trade secrets, our employees, consultants, contractors or scientific and other advisors, or those of our strategic partners, may unintentionally or willfully disclose our information to competitors. If we were to enforce a claim that a third party had illegally obtained and was using our trade secrets, our enforcement efforts would be expensive and time consuming, and the outcome would be unpredictable. In addition, courts outside the United States are sometimes unwilling to protect trade secrets. Moreover, if our competitors independently develop equivalent knowledge, methods and know-how, it will be more difficult for us to enforce our rights and our business could be harmed.
If we are not able to defend the patent or trade secret protection position of our technologies, then we will not be able to exclude competitors from developing or marketing competing technologies and we may not generate enough revenues from product sales to justify the cost of developing our technologies and to achieve or maintain profitability.
We also rely on trademarks to establish a market identity for our company and our products. To maintain the value of our trademarks, we might have to file lawsuits against third parties to prevent them from using trademarks confusingly similar to or dilutive of our registered or unregistered trademarks. Also, we might not obtain registrations for our pending trademark applications, and we might have to defend our registered trademark and pending trademark applications from challenge by third parties. Enforcing or defending our registered and unregistered trademarks might result in significant litigation costs and damages, including the inability to continue using certain trademarks.
Third parties may claim that we infringe their intellectual property, and we could suffer significant litigation or licensing expense as a result.
Various U.S. and foreign issued patents and pending patent applications, which are owned by third parties, exist in our technology areas. Such third parties may claim that we infringe their patents. Because patent applications can take several years to result in a patent issuance, there may be currently pending applications, unknown to us, which may later result in issued patents that our technologies may infringe. For example, we are aware of competitors with patents in technology areas applicable to our optical test equipment products. Such competitors may allege that we infringe these patents. There could also be existing patents of which we are not aware that our technologies may inadvertently infringe. We have from time to time been, and may in the future be, contacted by third parties, including patent assertion entities or intellectual property advisors, about licensing opportunities that also contain claims that we are infringing on third party patent rights. If third parties assert these claims against us, we could incur extremely substantial costs and diversion of management resources in defending these claims, and the defense of these claims could have a material adverse effect on our business, financial condition and results of operations. Even if we believe we have not infringed on a third party’s patent rights, we may have to settle a claim on unfavorable terms because we cannot afford to litigate the claim. In addition, if third parties assert claims against us and we are unsuccessful in defending against these claims, these third parties may be awarded substantial damages as well as injunctive or other equitable relief against us, which could effectively block our ability to make, use, sell, distribute or market our products and services in the United States or abroad.
Commercial application of nanotechnologies in particular, or technologies involving nanomaterials, is new and the scope and breadth of patent protection is uncertain. Consequently, the patent positions of companies involved in nanotechnologies have not been tested, and there are complex legal and factual questions for which important legal principles will be developed or may remain unresolved. In addition, it is not clear whether such patents will be subject to interpretations or legal doctrines that differ from conventional patent law principles. Changes in either the patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our nanotechnology-related intellectual property. Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our nanotechnology-related patents or in third party patents. In the event that a claim relating to intellectual property is asserted against us, or third parties not affiliated with us hold pending or issued patents that relate to our products or technology, we may seek licenses to such intellectual property or challenge those patents. However, we may be unable to obtain these licenses on commercially reasonable terms, if at all, and our challenge of the patents may be unsuccessful. Our failure to obtain the necessary licenses or other rights could prevent the sale, manufacture or distribution of our products and, therefore, could have a material adverse effect on our business, financial condition and results of operations.
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A substantial portion of our technology is subject to retained rights of our licensors, and we may not be able to prevent the loss of those rights or the grant of similar rights to third parties.
A substantial portion of our technology is licensed from academic institutions, corporations and government agencies. Under these licensing arrangements, a licensor may obtain rights over the technology, including the right to require us to grant a license to one or more third parties selected by the licensor or that we provide licensed technology or material to third parties for non-commercial research. The grant of a license for any of our core technologies to a third party could have a material and adverse effect on our business. In addition, some of our licensors retain certain rights under the licenses, including the right to grant additional licenses to a substantial portion of our core technology to third parties for non-commercial academic and research use. It is difficult to monitor and enforce such non-commercial academic and research uses, and we cannot predict whether the third-party licensees would comply with the use restrictions of such licenses. We have incurred and could incur substantial expenses to enforce our rights against them. We also may not fully control the ability to assert or defend those patents or other intellectual property which we have licensed from other entities, or which we have licensed to other entities.
In addition, some of our licenses with academic institutions give us the right to use certain technology previously developed by researchers at these institutions. In certain cases, we also have the right to practice improvements on the licensed technology to the extent they are encompassed by the licensed patents and are within our field of use. Our licensors may currently own and may in the future obtain additional patents and patent applications that are necessary for the development, manufacture and commercial sale of our anticipated products. We may be unable to agree with one or more academic institutions from which we have obtained licenses whether certain intellectual property developed by researchers at these academic institutions is covered by our existing licenses. In the event that the new intellectual property is not covered by our existing licenses, we would be required to negotiate a new license agreement. We may not be able to reach agreement with current or future licensors on commercially reasonable terms, if at all, or the terms may not permit us to sell our products at a profit after payment of royalties, which could harm our business.
Some of our patents may cover inventions that were conceived or first reduced to practice under, or in connection with, U.S. government contracts or other federal funding agreements. With respect to inventions conceived or first reduced to practice under a federal funding agreement, the U.S. government may retain a non-exclusive, non-transferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States the invention throughout the world. We may not succeed in our efforts to retain title in patents, maintain ownership of intellectual property or in limiting the U.S. government’s rights in our proprietary technologies and intellectual property when an issue exists as to whether such intellectual property was developed in the performance of a federal funding agreement or developed at private expense.
If we fail to obtain the right to use the intellectual property rights of others which are necessary to operate our business, and to protect their intellectual property, our business and results of operations will be adversely affected.
In the past, we have licensed certain technologies for use in our products. In the future, we may choose, or be required, to license technology or intellectual property from third parties in connection with the development of our products. We cannot assure you that third-party licenses will be available on commercially reasonable terms, if at all. Our competitors may be able to obtain licenses, or cross-license their technology, on better terms than we can, which could put us at a competitive disadvantage. Also, we often enter into confidentiality agreements with such third parties in which we agree to protect and maintain their proprietary and confidential information, including at times requiring our employees to enter into agreements protecting such information. There can be no assurance that the confidentiality agreements will not be breached by any of our employees or that such third parties will not make claims that their proprietary information has been disclosed.
RISKS RELATING TO OUR COMMON STOCK
If there are substantial sales of our common stock, or the perception that such sales may occur, our stock price could decline.
If any of our stockholders were to sell substantial amounts of our common stock, the market price of our common stock may decline, which might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. Substantial sales of our common stock, or the perception that such sales may occur, may have a material adverse effect on the prevailing market price of our common stock.
We may become involved in securities class action litigation that could divert management’s attention and harm our business and our insurance coverage may not be sufficient to cover all costs and damages.
The stock market has from time to time experienced significant price and volume fluctuations that have affected the market prices for the common stock of technology companies. These broad market fluctuations may cause the market price of
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our common stock to decline. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. Securities class litigation also often follows certain significant business transactions, such as the sale of a business division or a change in control transaction. We may become involved in this type of litigation in the future. Litigation often is expensive and diverts management’s attention and resources, which could adversely affect our business.
Our common stock price has been volatile and we expect that the price of our common stock will fluctuate substantially in the future, which could cause you to lose all or a substantial part of your investment.

The public trading price for our common stock is volatile and may fluctuate significantly. Since January 1, 2009, our common stock has traded between a high of $9.32 per share and a low of $0.26 per share. Among the factors, many of which we cannot control, that could cause material fluctuations in the market price for our common stock are:

sales of our common stock by our significant stockholders, or the perception that such sales may occur;
changes in earnings estimates, investors’ perceptions, recommendations by securities analysts or our failure to achieve analysts’ earnings estimates;
changes in our status as an entity eligible to receive SBIR contracts and grants;
quarterly variations in our or our competitors’ results of operations;
challenges integrating our recent or future acquisitions, including the inability to realize any expected synergies;
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;
health epidemics, including the recent COVID-19 pandemic;
discussions of our company or our stock price by the financial and scientific press and online investor communities; and
general developments in our industry.

In addition, the stock prices of many technology companies have experienced wide fluctuations that have often been unrelated to the operating performance of those companies. These factors may materially and adversely affect the market price of our common stock.
We are obligated to develop and maintain proper and effective internal controls over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.
We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on an annual basis. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.
During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. While we have established certain procedures and controls over our financial reporting processes, we cannot assure you that these efforts will prevent restatements of our financial statements in the future. Our independent registered public accounting firm is also required, pursuant to Section 404, to attest to, and report on, management's assessment of our internal control over financial reporting. This assessment is required to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. For future reporting periods, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. We may not be able to remediate any future material weaknesses, or to complete our evaluation, testing and any required remediation in a timely fashion.
Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness
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of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the Nasdaq Stock Market, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
If our estimates relating to our critical accounting policies are based on assumptions or judgments that change or prove to be incorrect, our operating results could fall below expectations of financial analysts and investors, resulting in a decline in our stock price.
The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates, assumptions and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of financial analysts and investors, resulting in a decline in our stock price. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, stock-based compensation and income taxes. Moreover, the revenue recognition guidance, ASC Topic 606, Revenue from Contracts with Customers, requires more judgment than did the prior guidance.
Our financial results may be adversely affected by changes in accounting principles applicable to us.
U.S. GAAP are subject to interpretation by the FASB, the SEC, and other bodies formed to promulgate and interpret appropriate accounting principles. For example, in May 2014, the FASB issued ASC Topic 606, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. We adopted this guidance as of January 1, 2018. The most significant impact relates to changing the revenue recognition for custom optoelectronics to an over time method. Before the adoption of this standard, we deferred the recognition of revenue until products were shipped to the customer. Any difficulties in implementing these pronouncements or adequately accounting after adoption could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.
Anti-takeover provisions in our amended and restated certificate of incorporation and bylaws and Delaware law could discourage or prevent a change in control, even if an acquisition would be beneficial to our stockholders, which could affect our stock price adversely and prevent attempts by our stockholders to replace or remove our current management.

Our amended and restated certificate of incorporation and bylaws and Delaware law contain provisions that might delay or prevent a change in control, discourage bids at a premium over the market price of our common stock and adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. These provisions include:

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.

We are also subject to provisions of the Delaware General Corporation law that, in general, prohibit any business combination with a beneficial owner of 15% or more of our common stock for three years unless the holder’s acquisition of our stock was approved in advance by our board of directors or certain other conditions are satisfied.
The existence of these provisions could adversely affect the voting power of holders of common stock and limit the price that investors might be willing to pay in the future for shares of our common stock.



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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Unregistered Sales of Equity Securities during the Three Months Ended June 30, 2020
Not applicable.

(b) Use of Proceeds from Sale of Registered Equity Securities
Not applicable.

(c) Purchases of Equity Securities by the Registrant
The following table summarizes repurchases of our common stock during June 2020. There were no purchases during April 2020 or May 2020.
Total Number ofApproximate Dollar
Shares Purchased asValue of Shares that
Total Number of SharesAverage Price Paid perPart of a PubliclyMay Yet be Purchased
PeriodPurchasedShareAnnounced ProgramUnder the Program
6/1/2020 - 6/30/202032,950 (1)$6.20  —  $—  

(1) These shares of common stock were repurchased from employees to satisfy tax withholding obligations triggered upon vesting of restricted stock awards.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.OTHER INFORMATION
Not applicable.

ITEM 6.EXHIBITS

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Exhibit
Number
Description
10.1
10.2
31.1
31.2
32.1*
32.2*
101The following materials from the Registrant’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2020, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at June 30, 2020 and December 31, 2019, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019, (iii) Consolidated Statements of Cash Flows for the three and six months ended June 30, 2020 and 2019 and (iv) Notes to Unaudited Consolidated Financial Statements.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*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.
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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 thereunto duly authorized.
 
Luna Innovations Incorporated
Date:August 6, 2020By:/s/    Eugene J. Nestro
Eugene J. Nestro
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Document


Luna Innovations Incorporated
2020 Employee Stock Purchase Plan
Adopted by the Board of Directors: April 7, 2020
Approved by the Stockholders: May 11, 2020
1.General; Purpose.
(a)The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan.
(b)The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.
2.Administration.
(a)The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees, as provided in Section 2(c).
(b)The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:
(i)To determine when and how Purchase Rights will be granted and the provisions of each Offering (which need not be identical).
(ii)To designate from time to time which Related Corporations will be eligible to participate in the Plan.
(iii)To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for the administration of the Plan. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective.
(iv)To settle all controversies regarding the Plan and Purchase Rights.
(v)To amend the Plan at any time as provided in Section 12.
(vi)To suspend or terminate the Plan at any time as provided in Section 12.
(vii)Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan.



(viii)To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside the United States.
(c)The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references to the Board in this Plan and in any applicable Offering Document will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.
(d)All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.
3.Shares of Common Stock Subject to the Plan.
(a)Subject to Section 11(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued under the Plan will not exceed 1,200,000 shares.
(b)If any Purchase Right terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan.
(c)The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.
4.Grant of Purchase Rights; Offering.
(a)The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem appropriate and will comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering will be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering will be effective, which period will not exceed twenty-



seven (27) months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.
(b)If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) will be exercised.
(c)The Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on the first Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a share of Common Stock on the Offering Date for that Offering, then (i) that Offering will terminate immediately as of that first Trading Day, and (ii) the Participants in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Purchase Period.
5.Eligibility.
(a)Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees of a Related Corporation. Except as provided in Section 5(b), an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company or the Related Corporation, as the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event will the required period of continuous employment be equal to or greater than two (2) years. In addition, the Board may provide that no Employee will be eligible to be granted Purchase Rights unless, on the Offering Date, such Employee’s customary employment with the Company or the Related Corporation is more than twenty (20) hours per week and more than five (5) months per calendar year or such other criteria as the Board may determine consistent with Section 423 of the Code.
(b)The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:
(i)the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes, including determination of the exercise price of such Purchase Right;
(ii)the period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of such Offering; and



(iii)the Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she will not receive any Purchase Right under that Offering.
(c)No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such Employee owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee.
(d)As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate which exceeds twenty-five thousand dollars ($25,000) of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time.
(e)Officers of the Company and any designated Related Corporation, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.
6.Purchase Rights; Purchase Price.
(a)On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the Board, but in either case not exceeding fifteen percent (15%) of such Employee’s earnings (as defined by the Board in each Offering) during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering.
(b)The Board will establish one (1) or more Purchase Dates during an Offering on which Purchase Rights granted pursuant to that Offering will be exercised and shares of Common Stock will be purchased in accordance with such Offering.
(c)In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may be purchased by any Participant pursuant to such Offering, (ii) a maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date pursuant to such Offering, (iii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant



to such Offering, and/or (iv) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants on any Purchase Date pursuant to such Offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under such Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common Stock available will be made in as nearly a uniform manner as will be practicable and equitable.
(d)The purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be not less than the lesser of:
(i)an amount equal to eighty-five percent (85%) of the Fair Market Value of the shares of Common Stock on the Offering Date; or
(ii)an amount equal to eighty-five percent (85%) of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.
7.Participation; Withdrawal; Termination.
(a)An Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by completing and delivering to the Company, within the time specified in the Offering, an enrollment form provided by the Company. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where applicable law requires that Contributions be deposited with a third party. To the extent provided in the Offering, a Participant may begin such Contributions on or after the Offering Date. To the extent provided in the Offering, a Participant may thereafter decrease (including to zero) or increase his or her Contributions. To the extent specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through payment by cash or check prior to a Purchase Date.
(b)During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute to such Participant all of his or her accumulated but unused Contributions without interest. A Participant’s withdrawal from an Offering will have no effect upon his or her eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings.
(c)Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period required by law) or (ii) is otherwise no



longer eligible to participate. The Company will distribute to such individual all of his or her accumulated but unused Contributions without interest.
(d)Purchase Rights will not be transferable by a Participant except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described in Section 10. During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant.
(e)Unless otherwise specified in an Offering, the Company will have no obligation to pay interest on Contributions.
8.Exercise of Purchase Rights.
(a)On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued upon the exercise of Purchase Rights unless specifically provided for in the Offering.
(b)If any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date without interest. If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such Participant after the final Purchase Date of such Offering without interest.
(c)No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable federal, state, foreign and other securities and other laws applicable to the Plan. If, on a Purchase Date, the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in such compliance, except that the Purchase Date will not be delayed more than twelve (12) months and the Purchase Date will in no event be more than twenty-seven (27) months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest.



9.Covenants of the Company.
The Company will seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights.
10.Designation of Beneficiary.
(a)The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the Company.
(b)If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or Contributions to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.
11.Adjustments upon Changes in Common Stock; Corporate Transactions.
(a)In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights; and (iii) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding and conclusive.
(b)In the event of a Corporate Transaction, (i) any surviving or acquiring corporation (or its parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue outstanding Purchase Rights or does not substitute similar rights for outstanding Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock within ten (10) business days prior to the Corporate Transaction under such Purchase Rights, and such Purchase Rights will terminate immediately after such purchase.



12.Amendment, Suspension or Termination of the Plan.
(a)The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required by applicable law or listing requirements, including any amendment that either (i) materially increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to become Participants and receive Purchase Rights, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be purchased under the Plan, (iv) materially extends the term of the Plan, or (v) expands the types of awards available for issuance under the Plan, but in each of (i) through (v) above only to the extent stockholder approval is required by applicable law or listing requirements.
(b)The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after it is terminated.
(c)Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including, without limitation, any such regulations or other guidance that may be issued or amended after the Adoption Date, or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of Section 423 of the Code.
        Notwithstanding anything in the Plan or any Offering Document to the contrary, the Board will be entitled to: (i) establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars; (ii) permit Contributions in excess of the amount designated by a Participant in order to adjust for mistakes in the Company’s processing of properly completed Contribution elections; (iii) establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Contributions; (iv) amend any outstanding Purchase Rights or clarify any ambiguities regarding the terms of any Offering to enable the Purchase Rights to qualify under and/or comply with Section 423 of the Code; and (v) establish other limitations or procedures as the Board determines in its sole discretion advisable that are consistent with the Plan. The actions of the Board pursuant to this paragraph will not be considered to alter or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering and the Purchase Rights granted under each Offering.




13.Effective Date of Plan.
The Plan will become effective on the Effective Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section 12(a), materially amended) by the Board.
14.Miscellaneous Provisions.
(a)Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.
(b)A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent).
(c)The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at will nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation, or on the part of the Company or a Related Corporation to continue the employment of a Participant.
(d)The provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflicts of laws rules.
15.Definitions.
As used in the Plan, the following definitions will apply to the capitalized terms indicated below:
(a)Adoption Date” means April 7, 2020, which is the date the Plan was adopted by the Board.
(b)Board” means the Board of Directors of the Company.
(c)Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the Adoption Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.



(d)Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.
(e)Committee” means a committee of one (1) or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c).
(f)Common Stock” means the common stock of the Company.
(g)Company” means Luna Innovations Incorporated, a Delaware corporation.
(h)Contributions” means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions.
(i)Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:
(i)a sale or other disposition of all or substantially all, as determined by the Board, in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;
(ii)a sale or other disposition of at least fifty percent (50%) of the outstanding securities of the Company;
(iii)a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or
(iv)a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.
(j)Director” means a member of the Board.
(k)Effective Date” means the effective date of this Plan document, which is the date of the annual meeting of stockholders of the Company held in 2020, provided that this Plan is approved by the Company’s stockholders at such meeting.
(l)Eligible Employee” means an Employee who meets the requirements set forth in the document(s) governing the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan.
(m)Employee” means any person, including an Officer or Director, who is “employed” for purposes of Section 423(b)(4) of the Code by the Company or a Related



Corporation. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.
(n)Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.
(o)Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(p)Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:
(i)If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.
(ii)Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists.
(iii)In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in compliance with applicable laws and in a manner that complies with Section 409A of the Code.
(q)Offering” means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “Offering Document” approved by the Board for that Offering.
(r)Offering Date” means a date selected by the Board for an Offering to commence.
(s)Officer” means a person who is an officer of the Company or a Related Corporation within the meaning of Section 16 of the Exchange Act.
(t)Participant” means an Eligible Employee who holds an outstanding Purchase Right.
(u)Plan” means this Luna Innovations Incorporated 2020 Employee Stock Purchase Plan.
(v)Purchase Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with such Offering.



(w)Purchase Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day following a Purchase Date and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.
(x)Purchase Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.
(y)Related Corporation” means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.
(z)Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(aa)Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%). For purposes of the foregoing clause (i), the Company will be deemed to “Own” or have “Owned” such securities if the Company, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.
(ab)Trading Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed (including, but not limited to, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the NYSE, or any successors thereto) is open for trading.
Document

COMMERCIAL LEASE

This Commercial Lease (the ··Iease"), made the 26th day of May 2020 by and between Canvasback Real Estate & Investments LLC ("Lessor"), and Luna Innovations Incorporated ("Lessee").

WITNESSETH

WHEREAS, Lessor and Lessee entered into that Certain Commercial Lease dated March 15, 2017 , as amended by that Amendment to Commercial Lease dated March 18, 2018, that Second Amendment to Commercial Lease dated October 7, 2009, that Third Amendment to Commercial Lease dated June 21 , 2010, that Fourth Amendment to Commercial Lease dated April 15, 2012 that Fifth Amendment to Commercial Lease dated August 5, 2015, that Sixth Amendment to Commercial Lease dated November 10, 2018 and the Seventh Amendment to Commercial Lease dated January 30,2019 (collectively , the "Original Lease").

WHEREAS, pursuant to the Original Lease, Lessee leased from Lessor approximately 19,620 square feet in the building located at 706 Forest Street , Charlottesville, VA 22903 (the "building").

WHEREAS, Lessee desires to lease from Lessor roughly 30,000 more square feet in the building and the Lessor Desires to lease the space to Lessee.

WHEREAS, Lessor and Lessee desire to terminate the Original Lease and enter into this lease, subject to the terms and conditions set forth herein.

That Lessor, for and in consideration of the covenants and agreements hereinafter set forth and further consideration of the rent which Lessee agrees to pay, hereby leases and demises unto Lessee, and the Lessee hereby takes, accepts and rents from Lessor, the premises hereinafter set forth for the period, at the rental, and upon the terms and conditions hereinafter set forth:

I. Premises.
The demised premises, description as follows:
46,654 SF(+/-) of space in the Building as shown on Exhibit A incorporated herein (the
"premises"). In the event the actual square footage of the premises is more or less than that reflected , there shall be no adjustment to the rent in Section 5.

2.Existing Conditions.
Lessee accepts the premises, excluding the space currently occupied (the "Occupied Space"), in its condition as of the execution of the lease. Lessee shall have the right to inspect the Occupied Space prior to the signing of this lease. In the event that the condition of the Occupied Space is not acceptable to Lessee at the time of its inspection, Lessee shall have the right to exclude the square footage in the Occupied Space from this lease. In such event, the rent and other applicable sections of this lease shall be adjusted to reflect the exclusion of the square footage in the Occupied Space.

3.Permitted Uses and Manner of Use.
Lessee shall use premises solely as Office, research and laboratory space.

4.Term.
The lease shall be for a term of one hundred twenty-four (124) months beginning on the first day of June 2020 and shall end at 5 00 pm on the 30th day of September 2030 . Lessee shall have the option to extend the lease for five (5) years at the same terms and conditions, with an annual percentage rate increase of 3%. Lessee is granted permission to start the remodeling of the space in the upper level and in the lower level adjacent to EC LINC's space. upon the signing of the lease.




1.Rent.
Lessee shall have no obligation to pay rent under this lease commencing on June 1, 2020 until October 1, 2020. Rent shall be paid on the dates and in the amounts set forth below, subject to the possible adjustment as provided in this Section 5 below:

PeriodMonthly RentAnnual RentPer Square Foot
10/1/20 - 9/30/21
$55,165.25
$661,983.00
$14.50
10/1/21 - 9/30/22
$56,820.21$681,842.49
$14.94
10/1/22 - 9/30/23
$58,524.81$702,297.76$15.39
10/1/23 - 9/30/24$60,280.56$723,366.70
$15.85
10/1/24 - 9/30/25
$62,088.97$745,067.70$16.33
10/1/25 - 9/30/26
$63,951.64
$767,419.73$16.82
10/1/26 - 9/30/27$65,870.19
$790 ,442.32
$17.32
10/1/27 - 9/30/28
$67,846.30$814,155.59$17.84
10/1/28 - 9/30/29
$69,881.69$838,580.26$18.38
10/1/29 - 9/30/30
$71, 978.14
$863,737.67$18.93
Notwithstanding the foregoing, in the event Lessor is unable to provide Lessee possession of the premises, including the Occupied Space, on or before October 1, 2020, the rent start date set forth in the table above shall be adjusted and shall begin on the date Lessor receives possession of the premises. In the event the rent commencement date changes, each of the dates set forth above shall be adjusted accordingly and the parties agree to execute a memorandum reflecting the changed dates.

2.Common Area Maintenance.
The Lessor shall maintain, in good and clean condition, the exterior common areas, including parking lot and sidewalks and shall provide a common dumpster for Lessee's use (Not to exceed one pick up per week).

3.Security Deposit.
Lessee has deposited with the Lessor the amount of $15,000.00 to be held by Lessor as security for performance by the Lessee of all covenants, terms, conditions, and provisions required to be kept and performed by Tenant under this lease. Lessor, upon written notice to Lessee, may apply all or part of the security deposit to any unpaid rent or other charges due from Lessee, or to cure any other defaults of the Lessee. If the Lessor uses any part of the security deposit, Lessee shall restore the security deposit to its full amount with ten (1O) days after Lessee's receipt of Lessor's written request. No interest shall be paid on the security deposit. The Lessor shall not be required to keep the security deposit separate from its other accounts and no trust relationship is created with respect to the security deposit. Lessee shall not be entitled to apply the security deposit to any rent or other sum due under this lease. Within thirty (30) days following the expiration of the lease, Lessor shall return the deposit to Lessee minus the costs of any un-repaired damage or outstanding charges which costs or outstanding charges shall be itemized by Lessor when the deposit is returned.




1.Late Fees.
In the event the Lessor does not receive from Lessee any installment of rent within five (5) business days of the date for which such installment is due, a late fee of five percent (5%) of the monthly rent installment shall be due as additional rent. Any rental payment amounts, which are past due more than thirty (30) days shall bear interest at the rate of ten percent (10%) per year.

2.Cost of Enforcement of the Lease.
A defaulting party under this lease hereby agrees to pay all reasonable costs, expenses , fees, and charges incurred by the non-defaulting party in enforcing by legal action or otherwise, any provisions, covenants, conditions of the lease including reasonable attorney's fees. Lessee hereby waves the benefit of any homestead or similar exemption laws with respect to the obligations of this lease.

3.Property Taxes.
Lessor will be responsible for real estate property taxes on the building and those improvements made or installed in the premises. Lessee shall be responsible for all property and business taxes due on its business property, fixtures, materials, and equipment.

4.Improvements by Lessee.
The Lessee shall have the right, from time to time, to make such alterations and improvements to, and decoration of, the interior of the premises as shall be reasonably necessary or appropriate for the conduct of Lessee 's business therein ; provided that prior to the commencement of any such alterations or improvements the Lessee shall have submitted to Lessor plans in writing of the proposed alterations and/or improvements. If within fifteen
(15) days after such plans are submitted by the Lessee to the Lessor for approval, Lessor shall not have given Lessee notice in writing of Lessor's disapproval, stating the reasons for such disapproval, such plans and specifications shall be considered approved by Lessor. Any alteration, addition or improvement made by the Lessee after such consent shall have been given (including consent obtained due to Lessor's failure to respond within the fifteen
(15) day period), and any fixtures which have been installed and which would damage the building if removed , shall remain the property of Lessee provided that in the event Lessee elects to remove the same prior to the expiration of the lease term Lessee shall repair any damage caused in connection with the removal of the same. Lessee shall submit a request to the Lessor prior to bringing any radioactive or toxic material on the premises for his review and approval. Notwithstanding the foregoing, Lessor hereby acknowledges that it has approved the plans previously provided by Lessee showing the improvements to be made by Lessee to the premises.

In the event that the leasehold improvements by the Lessee are extensive and at the option of the Lessor, the Lessor may require the Lessee to post a construction completion bond for the work. The Lessor following satisfaction of all materials shall release such bond and labor suppliers as evidenced by lien waivers for the completed construction.

Lessor requires that all plans for alterations or improvements to the premises meet applicable building code and utility company requirements and shall fit with the overall aesthetics of the building, as reasonably determined by the Lessor.

5.Intentionally Deleted.

6.Repairs and Maintenance.
Lessee shall at its sole expense keep the interior of the premises in good working order and repair as it was at the commencement of this lease agreement, reasonable wear and tear expected. A walk through shall be made by representatives of Lessee and Lessor with ten
(10) days of the commencement of this lease and a checklist shall be prepared which states the condition of all leased property. Both representatives shall sign this checklist at the time of the walk through. The Lessor shall complete any repairs noted as required to be made by the Lessor within a reasonable time. The second walk through shall be made immediately following the expiration of this lease and the vacation of the premises by the Lessee and any repairs noted as required by the Lessor. Lessee shall, in the usual occupancy of the




premises , conform to all laws, orders and regulations of federal, state, municipal governments have jurisdiction and further agrees to maintain the interior of said leased premises in good and safe condition. Lessee shall not place equipment with a weight greater than 250 lbs. per square foot on the top floor of the building without the written consent of the Lessor and agrees to indemnify the Lessor for all damages resulting from the moving, use or placement of any such equipment.

Lessor agrees to maintain and keep in good repair the heating/cooling systems, plumbing, electrical systems, roof, the exterior of the building, the grounds, and the common areas, including the parking areas. Notwithstanding the foregoing, Lessee agrees to maintain any of the plumbing or electrical systems installed by the Lessee. Lessee shall not make or cause to be made any roof penetrations without the prior written consent of Lessor.

Lessee agrees to operate all heating/cooling systems, plumbing and electrical systems in accordance with their operating instructions if provided and consistent with normal operating for such systems. Lessee will continue to maintain a semi-annual maintenance contract for the HVAC and exhaust fans utilized by the Lessee. Lessee agrees to maintain any of the plumbing and electrical systems installed by the Lessee as well as maintain the roof seal around any new roof penetrations required by the Lessee after the execution of this lease.

1.Utilities and Services.
Lessor and Lessee agree to evenly share in the electricity, water and sewer costs associated with the building of which the premises are a part to the extent that the annual aggregate costs of the electricity, water and sewer exceeds those costs incurred for the building in 2019. Lessee 's obligation to share in the excess electricity, water and sewer costs as provided in the preceding sentence shall be calculated on a calendar year beginning in 2021. In the event the annual costs for a given calendar year exceed the annual aggregate costs incurred for the building in 2019, Lessor shall provide Lessee with notice of such reimbursement request on or before March 31 of the following calendar year and the written request shall be accompanied with sufficient documentation so that Lessee shall be able to confirm the requested amount. Prior to execution of this lease, the parties shall agree on the annual aggregate costs incurred during 2019 for electricity, water and sewer. Lessee shall reimburse Lessor within thirty (30) days following Lessee's receipt of the written request from Lessor, provided that in the event Lessee disputes the amount owed the parties shall work in good faith to resolve the dispute. In the event Lessor does not make a request of Lessee on or before March 31, Lessor shall be deemed to have waived any right to request that Lessee share in the aggregate excess costs for the prior calendar year. Lessee shall pay for its gas, telephone, data lines, security systems, including removal of any waste materials, which are hazardous in nature, all pallets, excessive packaging material, and janitorial services upon Lessee's occupancy of the premises.

2.Lessor's Insurance.
Lessor shall maintain replacement property insurance on the building and general liability insurance for the building and premises.

3.Destruction by Casualty.

a.Lessee's Responsibilities.
Lessee shall not be responsible for the destruction or damage to the premises caused by fire, the elements, casualty or other cause. unless such damage or destruction is caused by the intentional or gross negligence of Lessee or Lessee's agents, servants, visitors, licenses. Lessee shall notify the Lessor immediately in writing upon the occurrence of any material damage to the premises.

b.Restoration of Damaged Premises.
If the premises are partially damaged and of the proceeds received by the Lessor from the insurance policies required to be maintained by Lessor are sufficient to pay for the necessary repairs , this lease shall remain in effect and the Lessor shall repair the property as soon as reasonably possible. Lessor may elect to repair any damage to the Lessee's fixtures, equipment. or improvements. If the insurance available to the Lessor is not sufficient to pay the entire cost of the repair, or if the




cause of the damage is not covered by the insurance policies which the owner maintains, the Lessor may elect to either repair the damage as soon as possible, in which case the lease shall remain in full force and effect, or terminate the lease as of the date that the damage occurred. The Lessor shall notify the Lessee within thirty
(30) days after receipt of notice of damage whether Lessor will repair the damage or terminate the lease. If the Lessor elects to repair the damage, and if damage is the result of the acts of intentional or gross negligence of Lessee, then Lessee shall pay the Lessor the "deductible amount" (if any) under Lessor's insurance policies, and of the damage which was solely caused by the intentional or gross negligence of the Lessee, the difference between the actual cost of the repair and any insurance proceeds received by the Lessor. If the Lessor elects to terminate this lease, Lessee may elect to continue this lease in full force and effect. in which case Lessee shall repair any damage to the property. Lessee shall pay the cost of such repairs, except that, upon satisfactory completion of such repairs, the Lessor shall deliver to the Lessee any insurance proceeds received by the Lessor for the damage repaired by the Lessee. Lessee shall give Lessor written notice of election within ten (10) days after receiving Lessor's notice of termination. If the damage to the property occurs during the last six (6) months of the lease term. the Lessor may elect to terminate this as of the date the damage occurred, regardless of the sufficiency of any insurance proceeds. In such event, Lessor shall not be obligated to repair or restore the property and the Lessee shall have no right to continue the lease. Lessor shall notify Lessee of its election within thirty (30) after receipt of notice of the occurrence of the damage. Notwithstanding anything in this subsection B to the contrary , in the event Lessor does not restore the premises (unless Lessee elects to rebuild) and possession given to Lessee within one hundred twenty (120) days following the damage, Lessee may terminate the lease upon written notice to Lessor.

a.Destruction of Premises.
If the premises are totally or substantially destroyed by any cause whatsoever, this lease shall terminate as of the date the destruction.

b.Rent Abatement.
If the premises are damaged or destroyed and the Lessor or the Lessee repairs or restores the property pursuant to the provisions of this Article, the rent payable during the period of such damage, repair and/or restoration shall be abated. Except for the abatement of rent, Lessee shall not be entitled to any compensation, reduction, or reimbursement from Lessor as a result of any damage, destruction, repair, or restoration of or to the premises. Notwithstanding the foregoing provisions, in the event the premises shall be damaged by fire or other insured casualty due to the intentional or gross neglect of the Lessee, of the Lessee's servants, employees, contractors, agents, visitors or licenses, then, without prejudicing any other rights and remedies of the Lessor, there shall be no apportionment or abatement of any rent.

1.Eminent Domain.
If, the premises or any part thereof or any estate therein, or any other part of the building materially affecting Lessee's use of the premises, be taken by virtue of eminent domain, this lease shall terminate on the date when title vests pursuant to such taking, and no additional rent shall be owing by Lessee from that date forward. Lessee shall not be entitled to any part of any award or any payment in lieu thereof; but Lessee may file a claim for any taking of fixtures and improvements owned by the Lessee with authority taking said property by virtue of eminent domain.

2.Insurance.
Upon request by Lessor, the Lessee shall provide Lessor with verification from Lessee's insurance company showing compliance with the requirement that it obtain insurance coverage and shall maintain such insurance coverage necessary to cover the value of Lessee's property located on or about the premises. Lessee agrees that Lessor shall not be responsible for any damage to Lessee's property located on or about the demised premises caused by fire, water, or other casualty, unless such damage is caused the intentional or gross negligence of Lessor, its employees or agents. Lessee shall maintain in force




insurance against liability for personal injury and/or property damage with limits of no less than $500,000 per occurrence. All insurance required by this paragraph (18) shall be carried in favor of Lessor and Lessee as their respective interests may appear and all insurance must be written with companies reasonably acceptable to Lessor and shall require ten (10) business days' notice to Lessor by registered mail of any cancellation or change affecting any interest of Lessor. Lessee will provide Lessor with its certificate of insurance in lieu of naming Lessor as an additional secured.

1.Entry by Lessor.
Lessor may enter and have access to the demised premises at any reasonable time, on at least forty eight (48) hours prior written notice to Lessee (except that no notice need be given in the case of emergency) for the purpose of showing the property to potential buyers, investors, tenants , or other parties, or for the purpose of inspecting or the making of such repairs, replacements, and additions necessary or desirable either for the Lessee or for other tenants in the building.

2.Assignment and Subletting.
Lessee shall not assign this lease agreement, sublet the premises, or allow other to use the premises or any portion thereof without the prior written consent of Lessor , which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Lessor may assign this lease to any entity provided Lessor is a stockholder or member thereof.

3.Default or Breach.
Each of the following events shall constitute a default or breach of this lease by Lessee:

a.Lessee, or any successor assignee of Lessee while in possession, shall file a voluntary petition in bankruptcy or shall voluntarily take advantage of any act by answer or otherwise, or shall make an assignment for the benefit of creditors. Similarly, if involuntary proceedings under any bankruptcy law or insolvency act be instituted against Lessee or if a received or trustee shall be appointed for all or substantially all of the property of Lessee, and such proceedings shall not be dismissed if the receivership or trusteeship vacated within thirty (30) days after the institution of this agreement or appointment.
b.If five (5) business days have elapsed after Lessee has received written notice from Lessor that the Lessee has failed to pay any rent or portion thereof when due under this lease.
c.If Lessee fails to conform or comply with any of the conditions of this lease and if a non-performance shall continue for a period of fifteen (15) business days after written notice thereof from Lessor is received by Lessee. If performance cannot be reasonably completed within the fifteen (15) business day period, Lessee shall have failed to make a good faith commencement of performance within the fifteen (15) business day period and shall have failed to diligently proceed to completion of performance.
d.If this lease shall be transferred to or shall pass to or default to any other person except in the manner herein permitted.

4.Effect of Default.
In the event of any default hereunder, as set forth in the immediately preceding paragraph, the rights of the Lessor shall be as follows

a.Lessor shall have the right to cancel and terminate this lease as well as the right, title and interest in Lessee hereunder giving Lessee at least ten (10) business days' notice of the cancellation and termination. Upon the expiration of the time affixed in the notice in accordance with this paragraph , this lease and the right, title and interest in Lessee hereunder, shall terminate in the same manner and with the same force and effect. except as to Lessee's liability, as if the date fixed in the notice of cancellation and termination were the end of the term herein originally determined and Lessee had not exercised any right to renew said lease there under. As of the date fixed in said notice of termination and cancellation, Lessor shall have the right to re-enter the premises and take possession thereof.




a.Lessor may elect. but shall not be obligated, to make any payment required of Lessee and to comply with agreement, term or condition required hereby to be performed by Lessee. and Lessor shall have the right to re-enter the demised premises for the purpose of correcting or remedying any such default and to remain until the default has been corrected or remedied, but any expenditure or the correction by Lessor shall not be deemed waive payments due to the Lessor or release the default of Lessee or the right of Lessor to take any action as otherwise would be permissible hereunder in the case of any default.
b.After the time period mentioned in paragraph 22A has elapsed, Lessor may remove the property and personnel of Lessee, and restore the premises at the cost of and for the account of Lessee. Such restoration of premises by Lessor shall be to a like condition.
c.Lessee's liability to Lessor shall survive Lessee's eviction and Lessor shall be entitled to recover the rent reserved for the full lease term. Lessor's remedies hereunder are in addition to any remedies allowed by law.

1.Subordination.
This lease shall be subordinate to all mortgages or deeds of trust which may now or hereinafter affect the real estate of which the premises form a part, and also to all renewals, modification, consolidations and replacements of said mortgages or deed of trust. Lessee shall on demand execute, acknowledge, and deliver to Lessor without expense to Lessor any and all instruments that may be necessary or proper to subordinate this lease and all rights therein to any such deeds of trust or renewals, modifications , extensions and of Lessee shall fail at any time to execute, acknowledge and deliver any such subordinations, Lessor in addition to any other remedies available in consequence thereof, may execute. acknowledge and deliver the same as Lessee's attorney and in Lessee's name.

2.Constructive Eviction.
Lessee shall not be entitled to claim constructive eviction from the premises until Lessee shall first notify Lessor in writing of the condition or conditions giving rise thereto, and, if the complaints be justified and sufficient to make out a claim of construction eviction, unless Lessor shall have failed within fifteen (15) business days after Lessor's receipt of notice to remedy such conditions. In the event Lessor breaches any term and condition hereunder and fails to cure the same within fifteen (15) business days following receipt of notice from Lessee. Lessee may (i) remedy the breach and Lessor shall be responsible for the costs thereof which payment shall be made by Lessor to Lessee within ten (10) days following Lessor's receipt of notice thereof or (ii) terminate this lease.
Lessor may show premises to prospective purchasers and mortgagees at any time, and, during the four months prior to termination of this lease, to prospective tenants, during business hours upon reasonable notice to Lessee, which said notice shall not be subject to the requirement of paragraph 27 herein.
All property of Lessee remaining on the premises at the expiration of the lease, or any renewal thereto shall conclusively be deemed abandoned and may be removed by the Lessor, and Lessee hereby agrees to reimburse the Lessor the costs of such removal. Lessor may have any such property stored at Lessee's risk and expense.



3.Quiet Possession.
Lessor covenants that so long as Lessee pays the rent and performs the covenants herein, Lessee shall peaceably and quietly have, hold and enjoy the premises for the term herein mentioned subject to the provisions of this lease.

4.Public Areas.
Except as otherwise herein provided, Lessor will keep all entry ways, sidewalks, parking areas in a clean and presentable condition, and will as soon as is reasonably possible. remove all snow and ice from the parking lots and other public areas.




1.Notice.
All notices to be given with respect to this lease shall be in writing. Each notice shall be sent by registered or certified mail. postage prepaid and return receipt requested, or overnight delivery by a national recognized carrier. to the party to be notified at the address set forth herein, or at such address as the party may from time to time designate in writing. Any notice shall be deemed to have been given at the time it shall be sent. Use of electronic transmission of notices is acceptable, provided that any notice sent electronically shall be simultaneously mailed to the respective party or parties. Nothing contained herein shall be construed to preclude personal service of summons or other legal process.

2.Waiver.
No waiver of any breach or default under this agreement shall be deemed to be a waiver of any subsequent breach or default of the same or similar nature.

3.Miscellaneous.
This lease contains the entire agreement between the parties and cannot be changed or terminate except by written instrument subsequently executed by the parties hereto. This lease and the terms and conditions hereof apply to and are binding on the heirs, legal representatives, successors and assigns of both parties.

4.Other Provision s.

a.Signage. The Lessee shall be entitled to install identification signage at Lessee's expense on the exterior of the building. Such signage shall conform to the requirements of the Charlottesville signage ordinance and approval of the Lessor. Upon termination of the lease Lessee shall have the sign removed and the building restored to its original condition.

b.Parking. The Lessee shall be entitled to the exclusive use of the 92 parking spaces to be assigned by Lessor.

c.Lessor and Lessee agree that Lessee shall have the use of all lab cabinetry, vented hood(s), vacuum pump, sinks, back up generators distributing power to their space, air compressor , and partitions, and none of the items listed above as of the date hereof shall be removed by Lessor. Lessee agrees to service and maintain the hood(s) in the leased space.

d.Lessee agrees to contract with a cleaning company to clean the interior of their space on a weekly base.

e.Lessee will maintain counter tops in good condition, normal wear and tear accepted.

f.As of the date hereof, the Original Lease shall be deemed terminated and neither party shall have any further duties or obligations there under except for outstanding invoices.

g.Notwithstanding the rent required to be paid hereunder, Lessor acknowledges and agrees that Lessee has the right to terminate this lease, with no penalty, effective as of September 30, 2025, provided Lessee provides Lessor with written notice of Lessee election to terminate the lease prior to April 1, 2025. Lessee shall pay Lessor a lease termination fee equal to $372,764.94 and Lessee agrees that this amount shall be paid in full prior to vacating the premises., If all funds are not received, as agreed. Lessor shall be entitled to be paid the entire amount of the original lease.


Document

Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Scott A. Graeff, certify that:
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.
Date: August 6, 2020
 
/s/  Scott A. Graeff       
Scott A. Graeff
President and Chief Executive Officer
(Principal Executive Officer)

Document

Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Eugene J. Nestro, certify that:
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.
Date: August 6, 2020
 
/s/    Eugene J. Nestro      
Eugene J. Nestro
Chief Financial Officer
(Principal Financial and Accounting Officer)

Document

Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Luna Innovations Incorporated (the “Company”) on Form 10-Q for the quarter ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott A. Graeff, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
This certification accompanies this Report to which it relates, shall not be deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.
 
/s/    Scott A. Graeff     
Scott A. Graeff
President and Chief Executive Officer
(Principal Executive Officer)
August 6, 2020


Document

Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Luna Innovations Incorporated (the “Company”) on Form 10-Q for the quarter ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eugene J. Nestro, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
This certification accompanies this Report to which it relates, shall not be deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.
 
/s/ Eugene J. Nestro
Eugene J. Nestro
Chief Financial Officer
(Principal Financial and Accounting Officer)
August 6, 2020


v3.20.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2020
Aug. 04, 2020
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-52008  
Entity Registrant Name LUNA INNOVATIONS INC  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 54-1560050  
Entity Address, Address Line One 301 First Street SW  
Entity Address, Address Line Two Suite 200  
Entity Address, City or Town Roanoke  
Entity Address, State or Province VA  
Entity Address, Postal Zip Code 24011  
City Area Code 540  
Local Phone Number 769-8400  
Title of 12(b) Security Common Stock, $0.001 par value per share  
Trading Symbol LUNA  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   30,798,535
Amendment Flag false  
Document Period End Date Jun. 30, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0001239819  
Current Fiscal Year End Date --12-31  
v3.20.2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 26,506 $ 25,006
Accounts receivable, net 16,435 16,269
Receivable from sale of HSOR business 0 2,501
Contract assets 3,220 2,759
Inventory, net 11,231 10,294
Prepaid expenses and other current assets 1,691 1,287
Total current assets 59,083 58,116
Property and equipment, net 3,078 3,466
Intangible assets, net 9,544 10,194
Goodwill 10,542 10,542
Long-term contract assets 496 449
Other assets 7,053 2,341
Deferred tax asset 1,426 1,416
Total assets 91,222 86,524
Current liabilities:    
Accounts payable 2,763 2,787
Accrued liabilities 8,150 10,369
Contract liabilities 3,368 3,888
Total current liabilities 14,281 17,044
Other long-term liabilities 7,140 2,011
Total liabilities 21,421 19,055
Commitments and contingencies (Note 13)
Stockholders’ equity:    
Common stock, par value $0.001, 100,000,000 shares authorized, 32,470,276 and 31,788,896 shares issued, 30,797,535 and 30,149,105 shares outstanding at June 30, 2020 and December 31, 2019, respectively 32 32
Treasury stock at cost, 1,672,741 and 1,639,791 shares at June 30, 2020 and December 31, 2019, respectively (4,541) (4,337)
Additional paid-in capital 90,305 88,022
Accumulated deficit (15,995) (16,248)
Total stockholders’ equity 69,801 67,469
Total liabilities and stockholders’ equity $ 91,222 $ 86,524
v3.20.2
Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, authorized (in shares) 100,000,000 100,000,000
Common stock, issued (in shares) 32,470,276 31,788,896
Common stock, outstanding (in shares) 30,797,535 30,149,105
Treasury stock (in shares) 1,672,741 1,639,791
v3.20.2
Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Revenues:        
Total revenues $ 18,576 $ 17,814 $ 35,717 $ 32,647
Cost of revenues:        
Total cost of revenues 9,059 9,062 17,836 17,127
Gross profit 9,517 8,752 17,881 15,520
Operating expense:        
Selling, general and administrative 6,202 6,003 12,579 12,229
Research, development and engineering 1,505 1,735 3,102 3,193
Total operating expense 7,707 7,738 15,681 15,422
Operating income 1,810 1,014 2,200 98
Other income/(expense):        
Investment income 4 77 64 268
Other (expense)/income (4) (3) 5 (4)
Interest expense (1) 0 (1) (13)
Total other (expense)/income (1) 74 68 251
Income from continuing operations before income taxes 1,809 1,088 2,268 349
Income tax expense/(benefit) 440 247 579 (1,618)
Net income from continuing operations 1,369 841 1,689 1,967
Loss from discontinued operations, net of income tax of $464 0 0 (1,436) 0
Net income 1,369 841 253 1,967
Preferred stock dividend 0 90 0 173
Net income attributable to common stockholders $ 1,369 $ 751 $ 253 $ 1,794
Net income per share from continuing operations:        
Basic (in dollars per share) $ 0.04 $ 0.03 $ 0.06 $ 0.07
Diluted (in dollars per share) 0.04 0.02 0.05 0.06
Net loss per share from discontinued operations:        
Basic (in dollars per share) 0 0 (0.05) 0
Diluted (in dollars per share) 0 0 (0.04) 0
Net income per share attributable to common stockholders:        
Basic (in dollars per share) 0.04 0.03 0.01 0.06
Diluted (in dollars per share) $ 0.04 $ 0.02 $ 0.01 $ 0.05
Weighted average shares:        
Basic (in shares) 30,589,249 28,246,840 30,484,797 28,143,534
Diluted (in shares) 32,466,122 33,650,790 32,494,950 33,588,951
Lightwave        
Revenues:        
Total revenues $ 12,933 $ 12,523 $ 24,487 $ 22,041
Cost of revenues:        
Total cost of revenues 5,181 5,334 10,066 9,613
Operating expense:        
Operating income 1,168 491 1,145 (490)
Luna Labs        
Revenues:        
Total revenues 5,643 5,291 11,230 10,606
Cost of revenues:        
Total cost of revenues 3,878 3,728 7,770 7,514
Operating expense:        
Operating income $ 642 $ 523 $ 1,055 $ 588
v3.20.2
Consolidated Statements of Operations (Parenthetical)
$ in Thousands
6 Months Ended
Jun. 30, 2020
USD ($)
Income Statement [Abstract]  
Tax benefit from loss on sale of discontinued operations $ 464
v3.20.2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Cash flows provided by operating activities    
Net income $ 253 $ 1,967
Adjustments to reconcile net income to net cash provided by operating activities    
Depreciation and amortization 1,363 1,166
Share-based compensation 843 721
Bad debt expense (26) 0
Loss on disposal of fixed assets 4 0
Loss from discontinued operations, net of tax 1,436 0
Deferred taxes (10) 0
Change in assets and liabilities    
Accounts receivable (139) 713
Contract assets (508) (721)
Inventory (937) (161)
Other current assets (404) (18)
Accounts payable and accrued expenses (1,286) (2,314)
Contract liabilities (520) (235)
Net cash provided by operating activities 69 1,118
Cash flows provided by/(used in) investing activities    
Acquisition of property and equipment (111) (406)
Intangible property costs (192) (137)
Proceeds from sale of property and equipment 1 0
Proceeds from sale of discontinued operations 600 0
Acquisition of General Photonics Corporation 0 (19,004)
Net cash provided by/(used in) investing activities 298 (19,547)
Cash flows provided by/(used in) financing activities    
Payments on finance lease obligations (26) (15)
Payments of debt obligations 0 (625)
Repurchase of common stock (204) (220)
Proceeds from the exercise of options and warrants 1,363 367
Net cash provided by/(used in) financing activities 1,133 (493)
Net increase/(decrease) in cash and cash equivalents 1,500 (18,922)
Cash and cash equivalents—beginning of period 25,006 42,460
Cash and cash equivalents—end of period 26,506 23,538
Supplemental disclosure of cash flow information    
Cash paid for interest 2 13
Cash paid for income taxes 29 687
Non-cash investing and financing activities    
Contingent liability for business combination 0 915
Dividend on preferred stock, 39,646 shares of common stock issuable for the six months ended June 30, 2019 $ 0 $ 173
v3.20.2
Consolidated Statements of Cash Flows (Parenthetical)
6 Months Ended
Jun. 30, 2019
shares
Statement of Cash Flows [Abstract]  
Dividend on preferred stock, shares of common stock issuable (in shares) 39,646
v3.20.2
Basis of Presentation and Significant Accounting Policies
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Basis of Presentation and Significant Accounting Policies Basis of Presentation and Significant Accounting Policies
Nature of Operations
Luna Innovations Incorporated (“we,” “Luna Innovations” or the “Company”), headquartered in Roanoke, Virginia, was incorporated in the Commonwealth of Virginia in 1990 and reincorporated in the State of Delaware in April 2003.
We are a leader in advanced optical technology, providing high performance fiber optic test, measurement and control products for the telecommunications and photonics industries and distributed fiber optic sensing products for industries utilizing composite and other advanced materials, such as the automotive, aerospace, energy and infrastructure industries. Our distributed fiber optic sensing products help designers and manufacturers more efficiently develop new and innovative products by providing valuable information such as highly detailed stress, strain, and temperature measurements of a new design or manufacturing process. In addition, our distributed fiber optic sensing products are used to monitor the structural integrity or operational health of critical assets, including large civil structures such as bridges. Our communications test and control products accelerate the development of advanced fiber optic components and networks by providing fast and highly accurate characterization of components and networks.
We also provide applied research services, typically under research programs funded by the U.S. government, in areas of advanced materials, sensing, and healthcare applications. Our business model is designed to accelerate the process of bringing new and innovative products to market. We use our in-house technical expertise across a range of technologies to perform applied research services for companies and for government funded projects. We continue to invest in product development and commercialization, which we anticipate will lead to increased product sales growth.
Unaudited Interim Financial Information
The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. The unaudited consolidated interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management reflect all adjustments, consisting of only normal recurring accruals considered necessary to present fairly our financial position at June 30, 2020, results of operations and changes in stockholders' equity for the three and six months ended June 30, 2020 and 2019, and cash flows for the six months ended June 30, 2020 and 2019. The results of operations for the three and six months ended June 30, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The consolidated balance sheet as of December 31, 2019 was derived from our audited consolidated financial statements. The COVID-19 pandemic has resulted in a global slowdown of economic activity. While the impact of the COVID-19 pandemic to our business and operating results presents additional uncertainty, we continue to use reasonably available information to assess certain accounting matters including, but not limited to, accounts receivable, inventory and the carrying value of goodwill and other long-lived tangible and intangible assets. While the assessments have not resulted in any material impacts to our financial statements as of June 30, 2020, we believe the full impact of the pandemic remains uncertain and ongoing developments related to the pandemic may cause material impacts to our consolidated financial statements.
The consolidated interim financial statements, including our significant accounting policies, should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2019, included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020.
Goodwill and Intangible Assets
Goodwill and intangible assets with indefinite lives are not amortized but are tested for impairment on an annual basis, as of October 1 of each year, or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Purchased intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful lives and reviewed for impairment as described above.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between marketplace participants. Various valuation approaches can be used to determine fair value, each requiring different valuation inputs. The following hierarchy classifies the inputs used to determine fair value into three levels:
 
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 significant value drivers are observable.
Level 3—Valuations derived from valuation techniques in which significant value drivers are unobservable.
The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short-term nature of these instruments. The carrying amount of lease liabilities approximate fair value because these financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit. We consider the terms of the Silicon Valley Bank ("SVB") debt facility including its interest rate of prime plus 1%, to be at market based upon similar instruments that would be available to us.
Reportable Segments
We have two operating and reportable segments: Lightwave and Luna Labs.

During the three months ended June 30, 2020, we changed our reportable segments to Lightwave and Luna Labs to align with how our Chief Operating Decision Maker (CODM) evaluates segment performance and allocates resources to the segments. Prior to the three months ended June 30, 2020, we reported under two different reporting segments, Products and Licensing and Technology Development. We have reflected these new segment measures beginning in the three months ended June 30, 2020 and prior periods have been restated for comparability.

The Lightwave segment develops, manufactures and markets distributed fiber optic sensing products and fiber optic communications test and control products. The Luna Labs segment performs applied research principally in the areas of sensing and instrumentation, advanced materials and health sciences.
Net Income/(Loss) Per Share
Basic per share data is computed by dividing our net income/(loss) by the weighted average number of shares outstanding during the period. Diluted per share data is computed by dividing net income/(loss) by the weighted average shares outstanding during the period increased to include, if dilutive, the number of additional common share equivalents that would have been outstanding if potential shares of common stock had been issued using the treasury stock method. Diluted per share data would also include the potential common share equivalents relating to convertible securities by application of the if-converted method.
The effects of 1.9 million and 5.4 million common stock equivalents are included for the diluted per share data for the three months ended June 30, 2020 and 2019, respectively. The effects of 2.0 million and 5.4 million common stock equivalents are included for the diluted per share data for the six months ended June 30, 2020 and 2019, respectively. Stock options and deferred stock units credited to our directors under our non-employee deferred compensation plan are included in our common stock equivalents for the three and six months ended June 30, 2020 and 2019.  In addition, accrued stock dividends and preferred stock are also included for the three and six months ended June 30, 2019.

Recently Adopted Accounting Pronouncements

        In January 2017, the FASB issued ASU 2017-04 Simplifying the Test for Goodwill Impairment,” which simplifies the test for goodwill impairment by eliminating Step 2 from the goodwill impairment test which previously measured a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount. We adopted ASU 2017-04, effective January 1, 2020. As a result of adopting the new rules, we compare the estimated fair value of our reporting segments to their respective carrying values when evaluating the recoverability of goodwill. If the carrying value of a reporting unit exceeds its fair value, an impairment charge will be recognized for the amount by which its carrying value exceeds the reporting unit's fair value; however, the loss recognized will not exceed the goodwill allocated to the reporting unit. The adoption of ASU 2017-04 did not have a significant impact on our consolidated financial statements.
        In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement, which amends the disclosure requirements in ASC 820 by adding, changing, or
removing certain disclosures. The ASU applies to all entities that are required under this guidance to provide disclosures about recurring or nonrecurring fair value measurements. We adopted these amendments, effective January 1, 2020. The adoption of ASU 2018-13 did not have a significant impact on our consolidated financial statements.

        In August 2018, the FASB issued ASU 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted ASU 2018-15, effective January 1, 2020. The adoption of ASU 2018-15 did not have a significant impact on our consolidated financial statements.

Recently Issued Pronouncements, not yet adopted

        In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles of the accounting for income taxes and also improves consistent application of and simplification of other areas when accounting for income taxes. The guidance is effective for us beginning in the first quarter of fiscal year 2021, while early adoption is permitted. We are currently in the process of evaluating the impact of adoption of ASU 2019-12, but we do not expect the adoption of these new accounting rules to have a significant impact on our consolidated financial statements.

        In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments, which requires companies to measure financial assets at an amortized cost basis to be presented at the net amount expected to be collected. The new accounting rules eliminate the probable initial recognition threshold and, instead, reflect an entity's current estimate of all expected credit losses. ASU 2016-13 is applicable to our trade receivables. This pronouncement was amended under ASU 2019-10 to allow an extension on the adoption date for entities that qualify as a small reporting company. We have elected this extension and the effective date for us to adopt this standard will be for fiscal years beginning after December 15, 2022. We are currently in the process of evaluating the impact of ASU 2016-13, but we do not expect the adoption of these new accounting rules to have a significant impact on our consolidated financial statements
v3.20.2
Discontinued Operations
6 Months Ended
Jun. 30, 2020
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
On August 9, 2017, we completed the sale of our high speed optical receivers ("HSOR") business, which was part of our Lightwave segment (and which was previously included in our Products and Licensing segment in prior periods), to an unaffiliated third party for an initial purchase price of $33.5 million, of which $29.5 million in cash was received, and $4.0 million was placed into escrow until December 15, 2018 for possible working capital adjustments to the purchase price and potential satisfaction of certain post-closing indemnification obligations (the "Transaction"). As of December 31, 2019, $1.5 million of the escrow had been received with $2.5 million remaining in escrow pending resolution of a dispute. In March 2020, we settled the dispute resulting in us receiving $0.6 million and the buyer receiving $1.9 million. We have recorded a loss from discontinued operations of $1.4 million, net of tax benefit, for the six months ended June 30, 2020, to reflect the settlement of the dispute. There were no results from discontinued operations for the three months ended June 30, 2020 and 2019 or for the six months ended June 30, 2019.
        The following table presents a summary of the transactions related to the sale of the HSOR business for the six months ended June 30, 2020:
Six Months Ended June 30, 2020
(in thousands)
Settlement of HSOR receivable$1,900  
Loss on sale1,900  
Allocated income tax benefit(464) 
Loss from discontinued operations, net of related income tax $1,436  
v3.20.2
Intangible assets, net
6 Months Ended
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible assets, net Intangible assets, net
        Intangible assets, net at June 30, 2020 and December 31, 2019 consisted of the following:

June 30, 2020December 31, 2019
(in thousands)
Patent costs$5,484  $5,291  
Developed technology9,800  $9,800  
In-process research & development1,580  $1,580  
Customer base700  $700  
Trade names and trademarks550  $550  
18,114  $17,921  
Accumulated amortization(8,570) $(7,727) 
$9,544  $10,194  

        Amortization for the three and six months ended June 30, 2020 was $0.4 million and $0.9 million, respectively. Estimated aggregate amortization, based on the net value of intangible assets at June 30, 2020, for each of the next five years and beyond is as follows (amounts in thousands):
Year Ending December 31,
2020 - remaining 6 months$845  
20211,679  
20221,529  
20231,456  
20241,266  
2025 & beyond2,769  
Total$9,544  
v3.20.2
Goodwill
6 Months Ended
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill Goodwill        Goodwill was approximately $10.5 million at June 30, 2020 and December 31, 2019 and has been allocated to the Lightwave segment.
v3.20.2
Inventory, net
6 Months Ended
Jun. 30, 2020
Inventory Disclosure [Abstract]  
Inventory, net Inventory, net
Inventory consists of finished goods, work-in-process and raw materials valued at the lower of cost (determined on the first-in, first-out basis) or net realizable value.
Components of inventory were as follows:
 
June 30,
2020
December 31,
2019
(in thousands)
Finished goods$2,195  $1,695  
Work-in-process1,423  1,008  
Raw materials7,613  7,591  
            Total inventory, net$11,231  $10,294  
v3.20.2
Accrued Liabilities
6 Months Ended
Jun. 30, 2020
Payables and Accruals [Abstract]  
Accrued Liabilities Accrued Liabilities
Accrued liabilities at June 30, 2020 and December 31, 2019 consisted of the following:
June 30, 2020December 31, 2019
(in thousands)
Accrued compensation$5,360  $6,416  
Accrued professional fees153  113  
Accrued income tax956  716  
Current operating lease liability868  1,283  
Current finance lease liability 29  50  
Royalties147  365  
Accrued liabilities - other637  426  
       Contingent liability - General Photonics—  1,000  
            Total accrued liabilities$8,150  $10,369  
v3.20.2
Debt
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Debt Debt
Silicon Valley Bank Facility
        We maintained a Loan and Security Agreement with SVB (the "Credit Facility") under which we had a term loan with an original borrowing amount of $6.0 million (the “Original Term Loan”). The Original Term Loan carried a floating annual interest rate equal to SVB’s prime rate then in effect plus 2%. The Original Term Loan matured and was repaid in May 2019.
        On October 10, 2019, we entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with SVB, which amended and restated in its entirety our previous Credit Facility. Under the Loan Agreement, SVB agreed to make advances available up to $10.0 million (the “Revolving Line”). If we borrow from the Revolving Line, such borrowing would carry a floating annual interest rate equal to the greater of (i) the Prime Rate (as defined in the Loan Agreement) then in effect plus 1% or (ii) 6%. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date (defined below), reborrowed. The Revolving Line terminates on October 10, 2020 (the “Revolving Line Maturity Date”), unless earlier terminated by us. As of June 30, 2020, no amounts have been borrowed under this Loan Agreement.
        Amounts due under the Loan Agreement are secured by our assets, including all personal property, inventory and bank accounts; however, intellectual property is not secured under the Loan Agreement. The inventory used to secure the amount due does not include demo or loaner equipment with an aggregate book value up to $1.0 million. The Loan Agreement requires us to observe a number of financial and operational covenants, including maintenance of a specified Liquidity Coverage Ratio (as defined in the Loan Agreement), protection and registration of intellectual property rights and customary negative covenants. If any event of default occurs SVB may declare due immediately all borrowings under the Credit Facility and foreclose on the collateral. Furthermore, an event of default under the Credit Facility would result in an increase in the interest rate on any amounts outstanding. As of June 30, 2020, there were no events of default on the Credit Facility.
        
On April 28, 2020, we were granted a loan (the "Loan") from SVB in the aggregate amount of $4.5 million, pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I of the CARES Act, which was enacted March 27, 2020.
On May 4, 2020, we returned the full amount of the proceeds of the Loan to SVB. The decision to return the proceeds was based on the revised guidance issued by the U.S. Department of Treasury and the Small Business Administration subsequent to our application for the Loan.
Interest expense, net for the three and six months ended June 30, 2020 and 2019 consisted of the following:
 Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2020201920202019
Interest expense on Term Loans$—  $ $—  $ 
Amortization of debt issuance costs—  (2) —   
Other interest expense    
Total interest expense, net$ $—  $ $13  
v3.20.2
Leases
6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Leases Leases
        We recognize right-of-use ("ROU") assets and lease liabilities on the balance sheet for those leases classified as operating or finance leases with terms greater than twelve months.

        We have operating leases for our facilities, which have remaining terms ranging from 1 to 10 years. Most of our leases do not have an option to extend the lease period beyond the stated term unless the new term is agreed to by both parties. They also do not have an early termination clause included. Our operating lease agreements do not contain any material restrictive covenants. Some of our operating lease agreements contain variable payment provisions that provide for rental increases based on consumer price indices. The change in rent expense resulting from changes in these indices are included within variable rent.

        We also have finance leases for equipment which have remaining terms ranging from 1 to 4 years. These lease agreements are for general office equipment with a 5-year useful life. These lease agreements do not have an option to extend the lease beyond the stated terms nor do they have an early termination clause. These lease agreements do not have any variable payment provisions included. The finance lease costs consist of interest expense and amortization, and are included primarily in selling, general and administrative expense in our consolidated statements of operations.

        The discount rate for both our operating and finance leases was not readily determinable in the specific lease agreements. As a result, our incremental borrowing rate was used as the discount rate when establishing the ROU assets and corresponding lease liabilities.

        Our lease components included in the consolidated balance sheets were as follows:

Lease componentClassificationJune 30, 2020December 31, 2019
(in thousands)
Assets
ROU assets - operating leaseOther assets$6,975  $2,236  
ROU assets - finance leaseOther assets43  70  
   Total ROU assets$7,018  $2,306  
Liabilities
Current operating lease liabilityAccrued liabilities$868  $1,283  
Current finance lease liabilityAccrued liabilities29  50  
Long-term operating lease liabilityOther liabilities7,122  1,988  
Long-term finance lease liabilityOther liabilities18  23  
   Total lease liabilities$8,037  $3,344  

        
        Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2020201920202019
Operating lease costs$367  $405  $779  $808  
Variable rent costs25  (48) (14) (73) 
   Total rent expense$392  $357  $765  $735  


        Future minimum lease payments under non-cancelable operating and finance leases were as follows as of June 30, 2020 (amounts in thousands):

Operating LeasesFinance Leases
Year Ending December 31,
2020 - remaining 6 months$707  $28  
20211,308  11  
20221,232  10  
20231,252   
20241,273  —  
2025 and beyond4,634  —  
   Total future minimum lease payments10,406  54  
   Less: interest2,416   
     Total operating lease liabilities$7,990  $47  
Current operating lease liability$868  $29  
Long-term operating lease liability7,122  18  
   Total operating lease liabilities$7,990  $47  
        Other information related to leases is as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except weighted-average data)2020201920202019
Finance lease cost:
   Amortization of right-of-use assets$14  $10  $27  $22  
   Interest on lease liabilities —    
Total finance lease cost$15  $10  $29  $24  
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows from operating leases$367  $405  $744  $808  
   Finance cash flows from finance leases$13  $ $26  $15  
Right-of-use assets obtained in exchange for new operating lease liabilities$5,531  $—  $5,531  $—  
Right-of-use assets obtained in exchange for new finance lease liabilities$—  $—  $—  $15  
Weighted-average remaining lease term (years) - operating leases8.33.93.73.9
Weighted-average remaining lease term (years) - finance leases1.93.91.93.9
Weighted-average discount rate - operating leases%%%%
Weighted-average discount rate - finance leases%%%%
        At June 30, 2020, we had no additional operating or finance leases that had not yet commenced. As of the date of filing of this report, we have an additional operating lease not yet commenced with a potential lease liability of $1.3 million and a term of 3 years.
Leases Leases
        We recognize right-of-use ("ROU") assets and lease liabilities on the balance sheet for those leases classified as operating or finance leases with terms greater than twelve months.

        We have operating leases for our facilities, which have remaining terms ranging from 1 to 10 years. Most of our leases do not have an option to extend the lease period beyond the stated term unless the new term is agreed to by both parties. They also do not have an early termination clause included. Our operating lease agreements do not contain any material restrictive covenants. Some of our operating lease agreements contain variable payment provisions that provide for rental increases based on consumer price indices. The change in rent expense resulting from changes in these indices are included within variable rent.

        We also have finance leases for equipment which have remaining terms ranging from 1 to 4 years. These lease agreements are for general office equipment with a 5-year useful life. These lease agreements do not have an option to extend the lease beyond the stated terms nor do they have an early termination clause. These lease agreements do not have any variable payment provisions included. The finance lease costs consist of interest expense and amortization, and are included primarily in selling, general and administrative expense in our consolidated statements of operations.

        The discount rate for both our operating and finance leases was not readily determinable in the specific lease agreements. As a result, our incremental borrowing rate was used as the discount rate when establishing the ROU assets and corresponding lease liabilities.

        Our lease components included in the consolidated balance sheets were as follows:

Lease componentClassificationJune 30, 2020December 31, 2019
(in thousands)
Assets
ROU assets - operating leaseOther assets$6,975  $2,236  
ROU assets - finance leaseOther assets43  70  
   Total ROU assets$7,018  $2,306  
Liabilities
Current operating lease liabilityAccrued liabilities$868  $1,283  
Current finance lease liabilityAccrued liabilities29  50  
Long-term operating lease liabilityOther liabilities7,122  1,988  
Long-term finance lease liabilityOther liabilities18  23  
   Total lease liabilities$8,037  $3,344  

        
        Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2020201920202019
Operating lease costs$367  $405  $779  $808  
Variable rent costs25  (48) (14) (73) 
   Total rent expense$392  $357  $765  $735  


        Future minimum lease payments under non-cancelable operating and finance leases were as follows as of June 30, 2020 (amounts in thousands):

Operating LeasesFinance Leases
Year Ending December 31,
2020 - remaining 6 months$707  $28  
20211,308  11  
20221,232  10  
20231,252   
20241,273  —  
2025 and beyond4,634  —  
   Total future minimum lease payments10,406  54  
   Less: interest2,416   
     Total operating lease liabilities$7,990  $47  
Current operating lease liability$868  $29  
Long-term operating lease liability7,122  18  
   Total operating lease liabilities$7,990  $47  
        Other information related to leases is as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except weighted-average data)2020201920202019
Finance lease cost:
   Amortization of right-of-use assets$14  $10  $27  $22  
   Interest on lease liabilities —    
Total finance lease cost$15  $10  $29  $24  
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows from operating leases$367  $405  $744  $808  
   Finance cash flows from finance leases$13  $ $26  $15  
Right-of-use assets obtained in exchange for new operating lease liabilities$5,531  $—  $5,531  $—  
Right-of-use assets obtained in exchange for new finance lease liabilities$—  $—  $—  $15  
Weighted-average remaining lease term (years) - operating leases8.33.93.73.9
Weighted-average remaining lease term (years) - finance leases1.93.91.93.9
Weighted-average discount rate - operating leases%%%%
Weighted-average discount rate - finance leases%%%%
        At June 30, 2020, we had no additional operating or finance leases that had not yet commenced. As of the date of filing of this report, we have an additional operating lease not yet commenced with a potential lease liability of $1.3 million and a term of 3 years.
v3.20.2
Capital Stock and Share-Based Compensation
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Capital Stock and Share-Based Compensation Capital Stock and Share-Based Compensation
We recognize share-based compensation expense based upon the fair value of the underlying equity award on the date of the grant. For restricted stock awards and restricted stock units, we recognize expense based upon the price of our underlying stock at the date of the grant. We have elected to use the Black-Scholes-Merton option pricing model to value any option or warrant awards granted. We recognize share-based compensation for such awards on a straight-line basis over the requisite service period of the awards. The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. The expected life is based upon historical experience of homogeneous groups within our company. We also assume an expected dividend yield of zero for all periods, as we have never paid a dividend on our common stock and do not have any plans to do so in the future.
Stock Options
A summary of the stock option activity for the six months ended June 30, 2020 is presented below:
 Options OutstandingOptions 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)
(in thousands, except share, per share and weighted-average data)
Balance, January 1, 20203,160,397  
$1.18 - $7.37
$2.72  $14,460  1,835,799  $2.28  $9,198  
Granted20,000  $7.59$7.59  
Exercised(662,965) 
$1.27 - $4.43
$2.90  
Canceled(99,187) 
$1.38 - $4.75
$3.35  
Balance, June 30, 20202,418,245  
$1.18 - $7.59
$2.68  $7,767  1,309,606  $2.07  $4,953  
 
(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.

At June 30, 2020, the outstanding stock options to purchase an aggregate of 2.4 million shares had a weighted-average remaining contractual term of 6.4 years, and the exercisable stock options to purchase an aggregate of 1.3 million shares had a weighted-average remaining contractual term of 4.7 years. The fair value of shares underlying vested options was $7.6 million at June 30, 2020. The fair value of shares underlying options exercised during the six months ended June 30, 2020 was $4.3 million.
For the six months ended June 30, 2020 and 2019 we recognized $1.0 million and $0.7 million in share-based compensation expense, respectively, which is included in our selling, general and administrative expense in the accompanying consolidated interim financial statements. We expect to recognize $2.4 million in share-based compensation expense over the weighted-average remaining service period of 2.5 years for stock options outstanding as of June 30, 2020.

Restricted Stock and Restricted Stock Units

Historically, we have granted shares of restricted stock to certain employees that have vested in three equal annual installments on the anniversary dates of their grant. However, beginning in 2019, we altered our approach for these grants to replace the grant of restricted stock subject to time-based vesting with the grant of a combination of restricted stock units ("RSUs") subject to time-based vesting and performance-based vesting. Each RSU represents the contingent right to receive a single share of our common stock upon the vesting of the award. For the six months ended June 30, 2020, we granted an aggregate of 138,650 RSUs to certain employees. Of the RSUs granted during the six months ended June 30, 2020, 76,700 of such RSUs are subject to time-based vesting and are scheduled to vest in three equal annual installments on the anniversary dates of the grant. The remaining 61,950 RSUs are performance-based awards that will vest based on our achievement of long-term performance goals, in particular, based on our levels of 2022 revenue and operating income. The 61,950 shares issuable upon vesting of the performance-based RSUs represent the maximum payout under our performance-based awards, based upon 150% of our target performance for 2022 revenue and operating income (the payout of such awards based on target performance for 2022 revenue and operating income would be 41,300 shares). In the case of the time-based and performance-based RSUs, vesting is also subject to the employee's continuous service with us through vesting. During the six months ended June 30, 2020, 137,999 shares of restricted stock vested and 55,668 shares of RSUs issued to employees vested.

In addition, in conjunction with our 2018, 2019, and 2020 Annual Meetings of Stockholders, we granted RSUs to certain members of our Board of Directors in respect of the annual equity compensation under our non-employee director compensation policy (other members of our Board of Directors elected to receive their annual equity compensation for Board service in the form of stock units under our Deferred Compensation Plan as described below). RSUs granted to our non-employee Directors vest at the earlier of the one-year anniversary of their grant or the next annual stockholders' meeting. For the six months ended June 30, 2020, we granted 10,652 RSUs to certain non-employee members of our Board of Directors in respect of the annual equity grants pursuant to our non-employee director compensation policy. During the six months ended June 30, 2020, 11,600 RSUs issued pursuant to our non-employee director compensation policy vested.
Unamortized restricted stock and RSUs expense at June 30, 2020 that will amortize over the weighted-average remaining service period of 1.5 years totaled $1.8 million.

The following table summarizes the number of unvested shares underlying our restricted stock awards and RSUs and the value of our unvested restricted stock awards and RSUs:
(in thousands, except share and weighted-average share data)
Number of Unvested SharesWeighted Average Grant Date Fair ValueAggregate Grant Date Fair Value of Unvested Shares
Balance, January 1, 2020502,102  $3.32  $1,665  
Granted149,302  6.48  967  
Vested(205,267) 2.86  (587) 
Balance, June 30, 2020446,137  $4.58  $2,045  
Non-employee Director Deferred Compensation Plan
We maintain a non-employee director deferred compensation plan (the “Deferred Compensation Plan”) that permits our non-employee directors to defer receipt of certain of the compensation that they receive for serving on our board and board committees. The Deferred Compensation Plan has historically permitted the participants to elect to defer cash fees to which they were entitled for board and committee service. For participating directors, in lieu of payment of cash fees, we credit their accounts under the Deferred Compensation Plan with a number of stock units based on the trading price of our common stock as of the date of the deferral. These stock units vest immediately, although the participating directors do not receive the shares represented by such units until a future qualifying event.
Pursuant to our Deferred Compensation Plan, non-employee directors can also elect to defer the receipt of some or all of the equity compensation that they receive for board and committee service. Stock units representing this equity compensation vest at the earlier of the one-year anniversary of their grant or the next annual stockholders' meeting.
The following is a summary of our stock unit activity under the Deferred Compensation Plan for the six months ended June 30, 2020:
(in thousands, except stock units and weighted-average share data)
Number of Stock UnitsWeighted Average Grant Date Fair Value per ShareIntrinsic Value Outstanding
Balance, January 1, 2020629,003  $2.09  $4,585  
  Granted39,863  6.87  233  
  Issued(47,377) 1.65  —  
Balance, June 30, 2020621,489  $2.33  $3,629  
As of June 30, 2020, 24,855 of the outstanding stock units had not yet vested.

The following table details our equity transactions during the six months ended June 30, 2020:
 Preferred StockCommon StockTreasury StockAdditional
Paid-in
Capital
Accumulated DeficitTotal
 Shares$Shares$Shares$$$$
(in thousands, except share data)
Balance, January 1, 2020, as previously reported—  $—  30,149,105  $32  1,639,791  $(4,337) $88,022  $(16,248) $67,469  
Exercise of stock options—  —  316,504  —  —  —  1,198  —  1,198  
Share-based compensation—  —  55,668  —  —  —  501  —  502  
Net income—  —  —  —  —  —  —  (1,116) (1,116) 
Forfeitures of restricted stock—  —  (34,700) —  —  —  (275) —  (276) 
Balance, March 31, 2020—  $—  30,486,577  $32  1,639,791  $(4,337) $89,446  $(17,364) $67,777  
Exercise of stock options—  —  346,461  —  —  —  726  —  726  
Share-based compensation—  —  11,600  —  —  —  465  —  465  
Deferred compensation issuance—  —  47,377  —  —  —  78  —  78  
Net income—  —  —  —  —  —  —  1,369  1,369  
Forfeitures of restricted stock—  —  (61,530) —  —  —  (410) —  (410) 
Purchase of treasury stock—  —  (32,950) —  32,950  (204) —  —  (204) 
Balance, June 30 2020—  $—  30,797,535  $32  1,672,741  $(4,541) $90,305  $(15,995) $69,801  
The following table details our equity transactions during the six months ended June 30, 2019:
 Preferred StockCommon StockTreasury StockAdditional
Paid-in
Capital
Accumulated DeficitTotal
 Shares$Shares$Shares$$$$
(in thousands, except share data)
Balance, January 1, 2019, as previously reported1,321,514  $ 27,956,401  $30  1,253,105  $(2,117) $85,745  $(21,305) $62,354  
Exercise of stock options—  —  189,312  —  —  —  185  —  185  
Share-based compensation—  —  —  —  —  —  343  —  343  
Stock dividends to Carilion Clinic—  —  —  —  —  —  83  (83) —  
Net income—  —  —  —  —  —  —  1,126  1,126  
Balance, March 31, 20191,321,514  $ 28,145,713  $30  1,253,105  $(2,117) $86,356  $(20,262) $64,008  
Exercise of stock options—  —  207,786  —  —  —  182  —  182  
Share-based compensation—  —  —  —  —  —  378  —  378  
Stock dividends to Carilion Clinic—  —  —  —  —  —  90  (90) —  
Net income—  —  —  —  —  —  —  841  841  
Purchase of treasury stock—  —  (52,733) —  52,733  (220) —  —  (220) 
Balance, June 30 20191,321,514  $ 28,300,766  $30  1,305,838  $(2,337) $87,006  $(19,511) $65,189  
v3.20.2
Revenue Recognition
6 Months Ended
Jun. 30, 2020
Revenue from Contract with Customer [Abstract]  
Revenue Recognition Revenue Recognition
Disaggregation of Revenue

We disaggregate our revenue from contracts with customers by geographic locations, customer type, contract type, timing of recognition, and major categories for each of our segments, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. We disaggregate revenue on the basis of where the physical goods are shipped. We also classify revenue by the customer type of entity for which it does business, which is an indicator of the diversity of our client base. We attribute revenues generated from being a subcontractor to a commercial company as government revenue when the ultimate client is a government agency or department. Disaggregation by contract mix provides insight in terms of the degree of performance risk that we have assumed. Fixed-price contracts are considered to provide the highest amount of performance risk as we are required to deliver a scope of work or level of effort for a negotiated fixed price. Cost-based contracts are considered to provide the lowest amount of performance risk since we are generally reimbursed for all contract costs incurred in performance of contract deliverables with only the amount of incentive or award fees (if applicable) dependent on the achievement of negotiated performance requirements. By classifying revenue by major product and service, we attribute revenue from a client to the major product or service that we believe to be the client's primary market.

The details are listed in the table below for the three and six months ended June 30, 2020 and 2019:
Three Months Ended June 30,
20202019
(in thousands)LightwaveLuna LabsTotalLightwaveLuna LabsTotal
(unaudited)
Total Revenue by Geographic Location
United States$7,041  $5,643  $12,684  $6,788  $5,291  $12,079  
Asia3,568  —  3,568  3,316  —  3,316  
Europe1,854  —  1,854  1,775  —  1,775  
Canada, Central and South America258  —  258  537  —  537  
All Others212  —  212  107  —  107  
Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Total Revenue by Major Customer Type
Sales to the U.S. government$1,727  $5,101  $6,828  $1,858  $4,847  $6,705  
U.S. direct commercial sales and other5,314  542  5,856  4,930  444  5,374  
Foreign commercial sales & other5,892  —  5,892  5,735  —  5,735  
Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Total Revenue by Contract Type
Fixed-price contracts$12,160  $2,963  $15,123  $11,848  $3,029  $14,877  
Cost-type contracts773  2,680  3,453  675  2,262  2,937  
  Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Total Revenue by Timing of Recognition
Goods transferred at a point in time$11,275  $354  $11,629  $10,741  $3,029  $13,769  
Goods/services transferred over time1,658  5,289  6,947  1,782  2,262  4,045  
Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Total Revenue by Major Products/Services
Technology development$1,527  $5,289  $6,815  $1,480  $4,961  $6,441  
Test, measurement and sensing systems11,275  —  11,275  10,746  —  10,746  
Other131  354  486  297  330  627  
Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Six Months Ended June 30,
20202019
(in thousands)LightwaveLuna LabsTotalLightwaveLuna LabsTotal
(unaudited)
Total Revenue by Geographic Location
United States$12,894  $11,230  $24,124  $12,034  $10,606  $22,640  
Asia7,324  —  7,324  5,722  —  5,722  
Europe3,567  —  3,567  3,431  —  3,431  
Canada, Central and South America463  —  463  717  —  717  
All Others239  —  239  137  —  137  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Total Revenue by Major Customer Type
Sales to the U.S. government$3,520  $10,112  $13,632  $4,187  $9,779  $13,966  
U.S. direct commercial sales and other9,373  1,118  10,491  7,847  827  8,674  
Foreign commercial sales & other11,594  —  11,594  10,007  —  10,007  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Total Revenue by Contract Type
Fixed-price contracts$22,950  $6,267  $29,217  $20,656  $6,076  $26,732  
Cost-type contracts1,537  4,963  6,500  1,385  4,530  5,915  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Total Revenue by Timing of Recognition
Goods transferred at a point in time$21,036  $835  $21,871  $18,079  $587  $18,666  
Goods/services transferred over time3,451  10,395  13,846  3,962  10,019  13,981  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Total Revenue by Major Products/Services
Technology development$3,235  $10,395  $13,630  $3,063  $10,019  $13,082  
Test, measurement and sensing systems21,036  —  21,036  18,089  —  18,089  
Other216  835  1,051  889  587  1,476  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  








Contract Balances
Our contract assets consist of unbilled amounts for technology development contracts as well as custom product contracts. Also included in contract assets are royalty revenue and carrying amounts of right of return inventory. Long-term contract assets include the fee withholding on cost reimbursable contracts that will not be billed within a year. Contract liabilities include excess billings, subcontractor accruals, warranty expense, extended warranty revenue, right of return refund, and customer deposits. For the six months ended June 30, 2020, net contract assets/(liabilities) increased $1.0 million, due primarily to an increase in our Fixed-Price contracts that have not yet reached milestones as designated in their respective contracts but for which revenue has been recognized.

The following table shows the components of our contract balances as of June 30, 2020 and December 31, 2019:

(in thousands)June 30, 2020December 31, 2019
Contract assets$3,716  $3,208  
Contract liabilities3,368  3,888  
   Net contract liabilities$348  $(680) 

Performance Obligations
Unfulfilled performance obligations represent amounts expected to be earned on executed contracts. Indefinite delivery and quantity contracts and unexercised options are not reported in total unfulfilled performance obligations. Unfulfilled performance obligations include funded obligations, which is the amount for which money has been directly authorized by the U.S. government and for which a purchase order has been received by a commercial customer, and unfunded obligations represent firm orders for which funding has not yet been appropriated. The approximate value of our Lightwave segment's unfulfilled performance obligations was $21.3 million at June 30, 2020. We expect to satisfy 46% of the performance obligations in 2020, 30% in 2021 and the remainder by 2024. The approximate value of our Luna Labs segment's unfulfilled performance obligations was $21.0 million at June 30, 2020. We expect to satisfy 46% of the performance obligations in 2020, 42% in 2021 and the remainder by 2022.
v3.20.2
Income Taxes
6 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
We and our subsidiaries file U.S. Federal income tax returns and income tax returns in various state, local and foreign jurisdictions.

        For the six months ended June 30, 2020, our effective income tax rate was 25.54% compared to (464.35)% for the six months ended June 30, 2019. Our effective income tax rate has fluctuated primarily because there was a valuation allowance release in 2019, as a result of the acquisition of GP.

        The effective tax rate for 2020 differs from the Federal statutory rate of 21%, primarily as a result of state taxes and permanent differences related to equity compensation.

        The effective tax rate for 2019 differs from the Federal statutory rate of 21%, primarily as a result of the partial release of the valuation allowance related to the net operating loss carryforwards expected to be used to offset taxable income in the period and certain discrete items.

        We consider both positive and negative evidence when evaluating the recoverability of our deferred tax assets ("DTAs").  The assessment is required to determine whether based on all available evidence, it is more likely than not (i.e. greater than a 50% probability) that all or some portion of the DTAs will be realized in the future.  As of June 30, 2020, our valuation allowance was $0.4 million related to our dormant entities.
        On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES Act includes significant business tax provisions that, among other things, include the removal of certain limitations on utilization of net operating losses, increase the loss carryback period for certain losses to five years, and increase the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. We do not expect the CARES Act to have a significant impact on our tax obligations.
v3.20.2
Reportable Segments
6 Months Ended
Jun. 30, 2020
Segment Reporting [Abstract]  
Reportable Segments Reportable Segments
We have two operating and reportable segments: Lightwave and Luna Labs.

During the three months ended June 30, 2020, we changed our reportable segments to Lightwave and Luna Labs to align with how our Chief Operating Decision Maker (CODM) evaluates segment performance and allocates resources to the segments. Prior to the three months ended June 30, 2020, we reported under two different reporting segments. We have reflected these new segment measures beginning in the three months ended June 30, 2020 and prior periods have been restated for comparability.

The Lightwave segment develops, manufactures and markets distributed fiber optic sensing products and fiber optic communications test and control products. The Luna Labs segment performs applied research principally in the areas of sensing and instrumentation, advanced materials and health sciences.

Through June 30, 2020, our Chief Executive Officer and his direct reports (collectively represented our CODM), evaluated segment performance based primarily on revenues and operating income or loss. The accounting policies of our segments are the same as those described in the summary of significant accounting policies (see Note 1 to our Financial Statements, “Organization and Summary of Significant Accounting Policies,” presented in our Annual Report on Form 10-K as filed with the SEC on March 13, 2020).


The table below presents revenues and operating income/(loss) for reportable segments:
 
 Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
(in thousands)(unaudited)(unaudited)
Revenues:
     Lightwave$12,933  $12,523  $24,487  $22,041  
     Luna Labs5,643  5,291  11,230  10,606  
          Total revenues$18,576  $17,814  $35,717  $32,647  
     Lightwave operating income/(loss)$1,168  $491  $1,145  $(490) 
     Luna Labs operating income642  523  1,055  588  
          Total operating income$1,810  $1,014  $2,200  $98  
Depreciation, Lightwave$217  $126  $417  $284  
Depreciation, Luna Labs$27  $91  $74  $190  
Amortization, Lightwave$408  $404  $813  $632  
Amortization, Luna Labs$32  $32  $59  $60  
The table below presents assets for reportable segments:
 
June 30,
2020
December 31,
2019
(in thousands)(unaudited)
Total segment assets:
Lightwave$68,584  $48,724  
Luna Labs22,637  37,800  
Total assets$91,222  $86,524  
Property plant and equipment, and intangible assets, Lightwave$22,182  $22,122  
Property plant and equipment, and intangible assets, Luna Labs$982  $2,080  
The U.S. government accounted for 37% and 38% of total consolidated revenues for the three months ended June 30, 2020 and 2019, respectively, and 38% and 43% of total consolidated revenues for the six months ended June 30, 2020 and 2019, respectively.International revenues (customers outside the United States) accounted for 32% of total consolidated revenues for both the three months ended June 30, 2020 and 2019 and 32% and 31% of total consolidated revenues for the six months ended June 30, 2020 and 2019, respectively. Customers in China represented 11% of total revenues in both the three and six months ended June 30, 2020, while no other single country, outside of the United States, represented more than 10% of total revenues in the three and six months ended June 30, 2019.
v3.20.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
We are from time to time involved in certain legal proceedings in the ordinary course of conducting our business. While the ultimate liability pursuant to these actions cannot currently be determined, we believe it is not reasonably possible that these legal proceedings will have a material adverse effect on our financial position or results of operations.
In December 2018, we received a notice of claim (the "Claim") from Macom Technology Solutions, Inc. ("Macom"), who acquired our HSOR business in August 2017 pursuant to an asset purchase agreement. Under the asset purchase agreement, we agreed to indemnify Macom for certain matters, including, among other things, the collection of accounts receivable from certain major customers, and placed $4.0 million of the purchase price into an escrow account for the potential settlement of any valid indemnity claims. As of December 31, 2019, $1.5 million of the escrow had been received with $2.5 million remaining in escrow pending resolution of the dispute. In March 2020, we settled the dispute resulting in us receiving $0.6 million and Macom receiving $1.9 million. We have recorded a loss from discontinued operations of $1.4 million, net of income tax benefit, to reflect the settlement of the dispute.
On July 31, 2018, we sold the assets associated with our Opto components business to an unaffiliated third party. The asset purchase agreement provides for additional consideration of up to $1.0 million contingent upon the achievement of a specified revenue level by the sold business during the 18 months following the sale. In addition, the asset purchase agreement provides for a potential adjustment to the consideration paid, either positive or negative, to the extent that working capital transferred to the buyer is greater or less than a specified target amount. We did not receive any of the additional $1.0 million of consideration because the minimum revenue targets were not achieved.
        On March 1, 2019, we acquired all of the outstanding stock of General Photonics Corporation ("GP"), a leading provider of innovative components, modules and test equipment focused on the generation, measurement and control of polarized light critical in fiber optic-based applications for aggregate consideration of $19.0 million with an earn-out provision of up to $1.0 million. Of the purchase price, $17.1 million was paid at closing and $1.9 million was placed into escrow for possible working capital adjustments to the purchase price and potential satisfaction of certain post-closing indemnification obligations. As of June 30, 2020, the $1.0 million in additional cash consideration has been paid as a result of the successful completion of the earn-out provision.
We executed non-cancelable purchase orders totaling $1.9 million in the third quarter of 2019 for multiple shipments of tunable lasers to be delivered over an 18-month period. At June 30, 2020, approximately $0.3 million of these commitments remained and are expected to be delivered by December 31, 2020.
We have entered into indemnification agreements with our officers and directors, to the extent permitted by law, pursuant to which we have agreed to reimburse the officers and directors for legal expenses in the event of litigation and regulatory matters. The terms of these indemnification agreements provide for no limitation to the maximum potential future payments. We have a directors and officers insurance policy that may, in certain instances, mitigate the potential liability and payments.
v3.20.2
Subsequent Event
6 Months Ended
Jun. 30, 2020
Subsequent Events [Abstract]  
Subsequent Event Subsequent Event On April 7, 2020, our board of directors approved, and on May 11, 2020, our stockholders approved, the Luna Innovations Incorporated 2020 Employee Stock Purchase Plan (the "2020 ESPP"). The first offering period under the 2020 ESPP commenced on July 1, 2020. The 2020 ESPP grants our eligible employees a purchase right to purchase up to that number of shares of common stock purchasable either with a percentage or with a maximum dollar amount, as designed by the Board, during the period that begins on the offering date and ends on the date stated in the offering. The maximum number of shares of common stock that may be issued under the 2020 ESPP is 1,200,000 shares. The 2020 ESPP is considered a compensatory plan and the fair value of the discount and the look-back period will be estimated using the Black-Scholes option pricing model and expense will be recognized over the six-month withholding period prior to the purchase date.
v3.20.2
Basis of Presentation and Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Nature of Operations
Nature of Operations
Luna Innovations Incorporated (“we,” “Luna Innovations” or the “Company”), headquartered in Roanoke, Virginia, was incorporated in the Commonwealth of Virginia in 1990 and reincorporated in the State of Delaware in April 2003.
We are a leader in advanced optical technology, providing high performance fiber optic test, measurement and control products for the telecommunications and photonics industries and distributed fiber optic sensing products for industries utilizing composite and other advanced materials, such as the automotive, aerospace, energy and infrastructure industries. Our distributed fiber optic sensing products help designers and manufacturers more efficiently develop new and innovative products by providing valuable information such as highly detailed stress, strain, and temperature measurements of a new design or manufacturing process. In addition, our distributed fiber optic sensing products are used to monitor the structural integrity or operational health of critical assets, including large civil structures such as bridges. Our communications test and control products accelerate the development of advanced fiber optic components and networks by providing fast and highly accurate characterization of components and networks.
We also provide applied research services, typically under research programs funded by the U.S. government, in areas of advanced materials, sensing, and healthcare applications. Our business model is designed to accelerate the process of bringing new and innovative products to market. We use our in-house technical expertise across a range of technologies to perform applied research services for companies and for government funded projects. We continue to invest in product development and commercialization, which we anticipate will lead to increased product sales growth.
Unaudited Interim Financial Information
Unaudited Interim Financial Information
The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. The unaudited consolidated interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management reflect all adjustments, consisting of only normal recurring accruals considered necessary to present fairly our financial position at June 30, 2020, results of operations and changes in stockholders' equity for the three and six months ended June 30, 2020 and 2019, and cash flows for the six months ended June 30, 2020 and 2019. The results of operations for the three and six months ended June 30, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The consolidated balance sheet as of December 31, 2019 was derived from our audited consolidated financial statements. The COVID-19 pandemic has resulted in a global slowdown of economic activity. While the impact of the COVID-19 pandemic to our business and operating results presents additional uncertainty, we continue to use reasonably available information to assess certain accounting matters including, but not limited to, accounts receivable, inventory and the carrying value of goodwill and other long-lived tangible and intangible assets. While the assessments have not resulted in any material impacts to our financial statements as of June 30, 2020, we believe the full impact of the pandemic remains uncertain and ongoing developments related to the pandemic may cause material impacts to our consolidated financial statements.
The consolidated interim financial statements, including our significant accounting policies, should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2019, included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020.
Goodwill and Intangible Assets
Goodwill and Intangible Assets
Goodwill and intangible assets with indefinite lives are not amortized but are tested for impairment on an annual basis, as of October 1 of each year, or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Purchased intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful lives and reviewed for impairment as described above.
Fair Value Measurements Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between marketplace participants. Various valuation approaches can be used to determine fair value, each requiring different valuation inputs. The following hierarchy classifies the inputs used to determine fair value into three levels:
 
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 significant value drivers are observable.
Level 3—Valuations derived from valuation techniques in which significant value drivers are unobservable.
The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short-term nature of these instruments. The carrying amount of lease liabilities approximate fair value because these financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit. We consider the terms of the Silicon Valley Bank ("SVB") debt facility including its interest rate of prime plus 1%, to be at market based upon similar instruments that would be available to us.
Reportable Segments
Reportable Segments
We have two operating and reportable segments: Lightwave and Luna Labs.

During the three months ended June 30, 2020, we changed our reportable segments to Lightwave and Luna Labs to align with how our Chief Operating Decision Maker (CODM) evaluates segment performance and allocates resources to the segments. Prior to the three months ended June 30, 2020, we reported under two different reporting segments, Products and Licensing and Technology Development. We have reflected these new segment measures beginning in the three months ended June 30, 2020 and prior periods have been restated for comparability.

The Lightwave segment develops, manufactures and markets distributed fiber optic sensing products and fiber optic communications test and control products. The Luna Labs segment performs applied research principally in the areas of sensing and instrumentation, advanced materials and health sciences.
Net Income/(Loss) Per Share Net Income/(Loss) Per ShareBasic per share data is computed by dividing our net income/(loss) by the weighted average number of shares outstanding during the period. Diluted per share data is computed by dividing net income/(loss) by the weighted average shares outstanding during the period increased to include, if dilutive, the number of additional common share equivalents that would have been outstanding if potential shares of common stock had been issued using the treasury stock method. Diluted per share data would also include the potential common share equivalents relating to convertible securities by application of the if-converted method.
Recently Adopted and Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements

        In January 2017, the FASB issued ASU 2017-04 Simplifying the Test for Goodwill Impairment,” which simplifies the test for goodwill impairment by eliminating Step 2 from the goodwill impairment test which previously measured a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount. We adopted ASU 2017-04, effective January 1, 2020. As a result of adopting the new rules, we compare the estimated fair value of our reporting segments to their respective carrying values when evaluating the recoverability of goodwill. If the carrying value of a reporting unit exceeds its fair value, an impairment charge will be recognized for the amount by which its carrying value exceeds the reporting unit's fair value; however, the loss recognized will not exceed the goodwill allocated to the reporting unit. The adoption of ASU 2017-04 did not have a significant impact on our consolidated financial statements.
        In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement, which amends the disclosure requirements in ASC 820 by adding, changing, or
removing certain disclosures. The ASU applies to all entities that are required under this guidance to provide disclosures about recurring or nonrecurring fair value measurements. We adopted these amendments, effective January 1, 2020. The adoption of ASU 2018-13 did not have a significant impact on our consolidated financial statements.

        In August 2018, the FASB issued ASU 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted ASU 2018-15, effective January 1, 2020. The adoption of ASU 2018-15 did not have a significant impact on our consolidated financial statements.

Recently Issued Pronouncements, not yet adopted

        In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles of the accounting for income taxes and also improves consistent application of and simplification of other areas when accounting for income taxes. The guidance is effective for us beginning in the first quarter of fiscal year 2021, while early adoption is permitted. We are currently in the process of evaluating the impact of adoption of ASU 2019-12, but we do not expect the adoption of these new accounting rules to have a significant impact on our consolidated financial statements.

        In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments, which requires companies to measure financial assets at an amortized cost basis to be presented at the net amount expected to be collected. The new accounting rules eliminate the probable initial recognition threshold and, instead, reflect an entity's current estimate of all expected credit losses. ASU 2016-13 is applicable to our trade receivables. This pronouncement was amended under ASU 2019-10 to allow an extension on the adoption date for entities that qualify as a small reporting company. We have elected this extension and the effective date for us to adopt this standard will be for fiscal years beginning after December 15, 2022. We are currently in the process of evaluating the impact of ASU 2016-13, but we do not expect the adoption of these new accounting rules to have a significant impact on our consolidated financial statements
v3.20.2
Discontinued Operations (Tables)
6 Months Ended
Jun. 30, 2020
Discontinued Operations and Disposal Groups [Abstract]  
Components of Discontinued Operations The following table presents a summary of the transactions related to the sale of the HSOR business for the six months ended June 30, 2020:
Six Months Ended June 30, 2020
(in thousands)
Settlement of HSOR receivable$1,900  
Loss on sale1,900  
Allocated income tax benefit(464) 
Loss from discontinued operations, net of related income tax $1,436  
v3.20.2
Intangible assets, net (Tables)
6 Months Ended
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of Intangible Assets Intangible assets, net at June 30, 2020 and December 31, 2019 consisted of the following:
June 30, 2020December 31, 2019
(in thousands)
Patent costs$5,484  $5,291  
Developed technology9,800  $9,800  
In-process research & development1,580  $1,580  
Customer base700  $700  
Trade names and trademarks550  $550  
18,114  $17,921  
Accumulated amortization(8,570) $(7,727) 
$9,544  $10,194  
Estimated Aggregate Amortization Based on Net Value of Intangible Assets Amortization for the three and six months ended June 30, 2020 was $0.4 million and $0.9 million, respectively. Estimated aggregate amortization, based on the net value of intangible assets at June 30, 2020, for each of the next five years and beyond is as follows (amounts in thousands):
Year Ending December 31,
2020 - remaining 6 months$845  
20211,679  
20221,529  
20231,456  
20241,266  
2025 & beyond2,769  
Total$9,544  
v3.20.2
Inventory, net (Tables)
6 Months Ended
Jun. 30, 2020
Inventory Disclosure [Abstract]  
Components of Inventory
Components of inventory were as follows:
 
June 30,
2020
December 31,
2019
(in thousands)
Finished goods$2,195  $1,695  
Work-in-process1,423  1,008  
Raw materials7,613  7,591  
            Total inventory, net$11,231  $10,294  
v3.20.2
Accrued Liabilities (Tables)
6 Months Ended
Jun. 30, 2020
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities
Accrued liabilities at June 30, 2020 and December 31, 2019 consisted of the following:
June 30, 2020December 31, 2019
(in thousands)
Accrued compensation$5,360  $6,416  
Accrued professional fees153  113  
Accrued income tax956  716  
Current operating lease liability868  1,283  
Current finance lease liability 29  50  
Royalties147  365  
Accrued liabilities - other637  426  
       Contingent liability - General Photonics—  1,000  
            Total accrued liabilities$8,150  $10,369  
v3.20.2
Debt (Tables)
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Summary of Debt Interest Expense Interest expense, net for the three and six months ended June 30, 2020 and 2019 consisted of the following:
 Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2020201920202019
Interest expense on Term Loans$—  $ $—  $ 
Amortization of debt issuance costs—  (2) —   
Other interest expense    
Total interest expense, net$ $—  $ $13  
v3.20.2
Leases (Tables)
6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Schedule of lease components Our lease components included in the consolidated balance sheets were as follows:
Lease componentClassificationJune 30, 2020December 31, 2019
(in thousands)
Assets
ROU assets - operating leaseOther assets$6,975  $2,236  
ROU assets - finance leaseOther assets43  70  
   Total ROU assets$7,018  $2,306  
Liabilities
Current operating lease liabilityAccrued liabilities$868  $1,283  
Current finance lease liabilityAccrued liabilities29  50  
Long-term operating lease liabilityOther liabilities7,122  1,988  
Long-term finance lease liabilityOther liabilities18  23  
   Total lease liabilities$8,037  $3,344  
Schedule of other information related to leases Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2020201920202019
Operating lease costs$367  $405  $779  $808  
Variable rent costs25  (48) (14) (73) 
   Total rent expense$392  $357  $765  $735  
Other information related to leases is as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except weighted-average data)2020201920202019
Finance lease cost:
   Amortization of right-of-use assets$14  $10  $27  $22  
   Interest on lease liabilities —    
Total finance lease cost$15  $10  $29  $24  
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows from operating leases$367  $405  $744  $808  
   Finance cash flows from finance leases$13  $ $26  $15  
Right-of-use assets obtained in exchange for new operating lease liabilities$5,531  $—  $5,531  $—  
Right-of-use assets obtained in exchange for new finance lease liabilities$—  $—  $—  $15  
Weighted-average remaining lease term (years) - operating leases8.33.93.73.9
Weighted-average remaining lease term (years) - finance leases1.93.91.93.9
Weighted-average discount rate - operating leases%%%%
Weighted-average discount rate - finance leases%%%%
Schedule of future operating lease payments Future minimum lease payments under non-cancelable operating and finance leases were as follows as of June 30, 2020 (amounts in thousands):
Operating LeasesFinance Leases
Year Ending December 31,
2020 - remaining 6 months$707  $28  
20211,308  11  
20221,232  10  
20231,252   
20241,273  —  
2025 and beyond4,634  —  
   Total future minimum lease payments10,406  54  
   Less: interest2,416   
     Total operating lease liabilities$7,990  $47  
Current operating lease liability$868  $29  
Long-term operating lease liability7,122  18  
   Total operating lease liabilities$7,990  $47  
Schedule of future finance lease payments Future minimum lease payments under non-cancelable operating and finance leases were as follows as of June 30, 2020 (amounts in thousands):
Operating LeasesFinance Leases
Year Ending December 31,
2020 - remaining 6 months$707  $28  
20211,308  11  
20221,232  10  
20231,252   
20241,273  —  
2025 and beyond4,634  —  
   Total future minimum lease payments10,406  54  
   Less: interest2,416   
     Total operating lease liabilities$7,990  $47  
Current operating lease liability$868  $29  
Long-term operating lease liability7,122  18  
   Total operating lease liabilities$7,990  $47  
v3.20.2
Capital Stock and Share-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Summary of Stock Option Activity
A summary of the stock option activity for the six months ended June 30, 2020 is presented below:
 Options OutstandingOptions 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)
(in thousands, except share, per share and weighted-average data)
Balance, January 1, 20203,160,397  
$1.18 - $7.37
$2.72  $14,460  1,835,799  $2.28  $9,198  
Granted20,000  $7.59$7.59  
Exercised(662,965) 
$1.27 - $4.43
$2.90  
Canceled(99,187) 
$1.38 - $4.75
$3.35  
Balance, June 30, 20202,418,245  
$1.18 - $7.59
$2.68  $7,767  1,309,606  $2.07  $4,953  
 
(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.
Summary of Restricted Stock Awards and Units
The following table summarizes the number of unvested shares underlying our restricted stock awards and RSUs and the value of our unvested restricted stock awards and RSUs:
(in thousands, except share and weighted-average share data)
Number of Unvested SharesWeighted Average Grant Date Fair ValueAggregate Grant Date Fair Value of Unvested Shares
Balance, January 1, 2020502,102  $3.32  $1,665  
Granted149,302  6.48  967  
Vested(205,267) 2.86  (587) 
Balance, June 30, 2020446,137  $4.58  $2,045  
The following is a summary of our stock unit activity under the Deferred Compensation Plan for the six months ended June 30, 2020:
(in thousands, except stock units and weighted-average share data)
Number of Stock UnitsWeighted Average Grant Date Fair Value per ShareIntrinsic Value Outstanding
Balance, January 1, 2020629,003  $2.09  $4,585  
  Granted39,863  6.87  233  
  Issued(47,377) 1.65  —  
Balance, June 30, 2020621,489  $2.33  $3,629  
Details of Equity Transactions The following table details our equity transactions during the six months ended June 30, 2020:
 Preferred StockCommon StockTreasury StockAdditional
Paid-in
Capital
Accumulated DeficitTotal
 Shares$Shares$Shares$$$$
(in thousands, except share data)
Balance, January 1, 2020, as previously reported—  $—  30,149,105  $32  1,639,791  $(4,337) $88,022  $(16,248) $67,469  
Exercise of stock options—  —  316,504  —  —  —  1,198  —  1,198  
Share-based compensation—  —  55,668  —  —  —  501  —  502  
Net income—  —  —  —  —  —  —  (1,116) (1,116) 
Forfeitures of restricted stock—  —  (34,700) —  —  —  (275) —  (276) 
Balance, March 31, 2020—  $—  30,486,577  $32  1,639,791  $(4,337) $89,446  $(17,364) $67,777  
Exercise of stock options—  —  346,461  —  —  —  726  —  726  
Share-based compensation—  —  11,600  —  —  —  465  —  465  
Deferred compensation issuance—  —  47,377  —  —  —  78  —  78  
Net income—  —  —  —  —  —  —  1,369  1,369  
Forfeitures of restricted stock—  —  (61,530) —  —  —  (410) —  (410) 
Purchase of treasury stock—  —  (32,950) —  32,950  (204) —  —  (204) 
Balance, June 30 2020—  $—  30,797,535  $32  1,672,741  $(4,541) $90,305  $(15,995) $69,801  
The following table details our equity transactions during the six months ended June 30, 2019:
 Preferred StockCommon StockTreasury StockAdditional
Paid-in
Capital
Accumulated DeficitTotal
 Shares$Shares$Shares$$$$
(in thousands, except share data)
Balance, January 1, 2019, as previously reported1,321,514  $ 27,956,401  $30  1,253,105  $(2,117) $85,745  $(21,305) $62,354  
Exercise of stock options—  —  189,312  —  —  —  185  —  185  
Share-based compensation—  —  —  —  —  —  343  —  343  
Stock dividends to Carilion Clinic—  —  —  —  —  —  83  (83) —  
Net income—  —  —  —  —  —  —  1,126  1,126  
Balance, March 31, 20191,321,514  $ 28,145,713  $30  1,253,105  $(2,117) $86,356  $(20,262) $64,008  
Exercise of stock options—  —  207,786  —  —  —  182  —  182  
Share-based compensation—  —  —  —  —  —  378  —  378  
Stock dividends to Carilion Clinic—  —  —  —  —  —  90  (90) —  
Net income—  —  —  —  —  —  —  841  841  
Purchase of treasury stock—  —  (52,733) —  52,733  (220) —  —  (220) 
Balance, June 30 20191,321,514  $ 28,300,766  $30  1,305,838  $(2,337) $87,006  $(19,511) $65,189  
v3.20.2
Revenue Recognition (Tables)
6 Months Ended
Jun. 30, 2020
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue The details are listed in the table below for the three and six months ended June 30, 2020 and 2019:
Three Months Ended June 30,
20202019
(in thousands)LightwaveLuna LabsTotalLightwaveLuna LabsTotal
(unaudited)
Total Revenue by Geographic Location
United States$7,041  $5,643  $12,684  $6,788  $5,291  $12,079  
Asia3,568  —  3,568  3,316  —  3,316  
Europe1,854  —  1,854  1,775  —  1,775  
Canada, Central and South America258  —  258  537  —  537  
All Others212  —  212  107  —  107  
Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Total Revenue by Major Customer Type
Sales to the U.S. government$1,727  $5,101  $6,828  $1,858  $4,847  $6,705  
U.S. direct commercial sales and other5,314  542  5,856  4,930  444  5,374  
Foreign commercial sales & other5,892  —  5,892  5,735  —  5,735  
Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Total Revenue by Contract Type
Fixed-price contracts$12,160  $2,963  $15,123  $11,848  $3,029  $14,877  
Cost-type contracts773  2,680  3,453  675  2,262  2,937  
  Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Total Revenue by Timing of Recognition
Goods transferred at a point in time$11,275  $354  $11,629  $10,741  $3,029  $13,769  
Goods/services transferred over time1,658  5,289  6,947  1,782  2,262  4,045  
Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Total Revenue by Major Products/Services
Technology development$1,527  $5,289  $6,815  $1,480  $4,961  $6,441  
Test, measurement and sensing systems11,275  —  11,275  10,746  —  10,746  
Other131  354  486  297  330  627  
Total$12,933  $5,643  $18,576  $12,523  $5,291  $17,814  
Six Months Ended June 30,
20202019
(in thousands)LightwaveLuna LabsTotalLightwaveLuna LabsTotal
(unaudited)
Total Revenue by Geographic Location
United States$12,894  $11,230  $24,124  $12,034  $10,606  $22,640  
Asia7,324  —  7,324  5,722  —  5,722  
Europe3,567  —  3,567  3,431  —  3,431  
Canada, Central and South America463  —  463  717  —  717  
All Others239  —  239  137  —  137  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Total Revenue by Major Customer Type
Sales to the U.S. government$3,520  $10,112  $13,632  $4,187  $9,779  $13,966  
U.S. direct commercial sales and other9,373  1,118  10,491  7,847  827  8,674  
Foreign commercial sales & other11,594  —  11,594  10,007  —  10,007  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Total Revenue by Contract Type
Fixed-price contracts$22,950  $6,267  $29,217  $20,656  $6,076  $26,732  
Cost-type contracts1,537  4,963  6,500  1,385  4,530  5,915  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Total Revenue by Timing of Recognition
Goods transferred at a point in time$21,036  $835  $21,871  $18,079  $587  $18,666  
Goods/services transferred over time3,451  10,395  13,846  3,962  10,019  13,981  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Total Revenue by Major Products/Services
Technology development$3,235  $10,395  $13,630  $3,063  $10,019  $13,082  
Test, measurement and sensing systems21,036  —  21,036  18,089  —  18,089  
Other216  835  1,051  889  587  1,476  
Total$24,487  $11,230  $35,717  $22,041  $10,606  $32,647  
Schedule of components of contract balances
The following table shows the components of our contract balances as of June 30, 2020 and December 31, 2019:

(in thousands)June 30, 2020December 31, 2019
Contract assets$3,716  $3,208  
Contract liabilities3,368  3,888  
   Net contract liabilities$348  $(680) 
v3.20.2
Reportable Segments (Tables)
6 Months Ended
Jun. 30, 2020
Segment Reporting [Abstract]  
Schedule of Revenues, Operating Income (Loss) and Assets for Reportable Segments
The table below presents revenues and operating income/(loss) for reportable segments:
 
 Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
(in thousands)(unaudited)(unaudited)
Revenues:
     Lightwave$12,933  $12,523  $24,487  $22,041  
     Luna Labs5,643  5,291  11,230  10,606  
          Total revenues$18,576  $17,814  $35,717  $32,647  
     Lightwave operating income/(loss)$1,168  $491  $1,145  $(490) 
     Luna Labs operating income642  523  1,055  588  
          Total operating income$1,810  $1,014  $2,200  $98  
Depreciation, Lightwave$217  $126  $417  $284  
Depreciation, Luna Labs$27  $91  $74  $190  
Amortization, Lightwave$408  $404  $813  $632  
Amortization, Luna Labs$32  $32  $59  $60  
The table below presents assets for reportable segments:
 
June 30,
2020
December 31,
2019
(in thousands)(unaudited)
Total segment assets:
Lightwave$68,584  $48,724  
Luna Labs22,637  37,800  
Total assets$91,222  $86,524  
Property plant and equipment, and intangible assets, Lightwave$22,182  $22,122  
Property plant and equipment, and intangible assets, Luna Labs$982  $2,080  
v3.20.2
Basis of Presentation and Significant Accounting Policies (Details)
shares in Millions
3 Months Ended 6 Months Ended 12 Months Ended
Oct. 10, 2019
Jun. 30, 2020
shares
Jun. 30, 2019
shares
Jun. 30, 2020
segment
shares
Jun. 30, 2019
shares
Dec. 31, 2019
segment
Debt Instrument [Line Items]            
Number of operating segments       2    
Number of reportable segments       2   2
Common stock equivalents included in diluted per share data (in shares) | shares   1.9 5.4 2.0 5.4  
Revolving Credit Facility | Prime Rate | Silicon Valley Bank            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate 1.00%     1.00%    
v3.20.2
Discontinued Operations - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Aug. 09, 2017
Mar. 31, 2020
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Proceeds from sale of discontinued operations     $ 600 $ 0  
High Speed Optical Receivers Business | Disposed of by Sale          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Consideration received $ 33,500        
Proceeds from sale of discontinued operations 29,500        
Escrow deposits related to indemnity claims $ 4,000       $ 2,500
Amount of the escrow balance received   $ 600     $ 1,500
Loss on sale of discontinued operations     $ 1,436    
High Speed Optical Receivers Business | Disposed of by Sale | Macom          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Amount of the escrow balance received   $ 1,900      
v3.20.2
Discontinued Operations - Components of Income from Discontinued Operations (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2020
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Allocated income tax benefit $ (464)
High Speed Optical Receivers Business | Disposed of by Sale  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Loss on sale 1,900
Allocated income tax benefit (464)
Loss from discontinued operations, net of related income tax $ 1,436
v3.20.2
Intangible assets, net - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Jun. 30, 2019
Finite-Lived Intangible Assets [Line Items]      
Intangible assets, gross $ 18,114   $ 17,921
Accumulated amortization (8,570)   (7,727)
Intangible assets, net 9,544 $ 10,194 10,194
Patent costs      
Finite-Lived Intangible Assets [Line Items]      
Intangible assets, gross 5,484   5,291
Developed technology      
Finite-Lived Intangible Assets [Line Items]      
Intangible assets, gross 9,800   9,800
In-process research & development      
Finite-Lived Intangible Assets [Line Items]      
Intangible assets, gross 1,580   1,580
Customer base      
Finite-Lived Intangible Assets [Line Items]      
Intangible assets, gross 700   700
Trade names and trademarks      
Finite-Lived Intangible Assets [Line Items]      
Intangible assets, gross $ 550   $ 550
v3.20.2
Intangible assets, net - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense $ 0.4 $ 0.9
v3.20.2
Intangible assets, net - Estimated Aggregate Amortization (Details)
$ in Thousands
Jun. 30, 2020
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2020 - remaining 6 months $ 845
2021 1,679
2022 1,529
2023 1,456
2024 1,266
2025 & beyond 2,769
Total $ 9,544
v3.20.2
Goodwill (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]    
Goodwill $ 10,542 $ 10,542
v3.20.2
Inventory, net (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Inventory Disclosure [Abstract]    
Finished goods $ 2,195 $ 1,695
Work-in-process 1,423 1,008
Raw materials 7,613 7,591
Total inventory, net $ 11,231 $ 10,294
v3.20.2
Accrued Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Payables and Accruals [Abstract]    
Accrued compensation $ 5,360 $ 6,416
Accrued professional fees 153 113
Accrued income tax 956 716
Current operating lease liability 868 1,283
Current finance lease liability 29 50
Royalties 147 365
Accrued liabilities - other 637 426
Contingent liability - General Photonics 0 1,000
Total accrued liabilities $ 8,150 $ 10,369
v3.20.2
Debt - Additional Information (Details) - USD ($)
1 Months Ended 6 Months Ended
Oct. 10, 2019
May 31, 2019
Jun. 30, 2020
Apr. 28, 2020
Unsecured debt | PPP        
Debt Instrument [Line Items]        
Debt, face amount       $ 4,500,000
Silicon Valley Bank        
Debt Instrument [Line Items]        
Line of credit facility $ 10,000,000.0      
Silicon Valley Bank | Term Loan        
Debt Instrument [Line Items]        
Debt, face amount   $ 6,000,000.0    
Silicon Valley Bank | Revolving Credit Facility        
Debt Instrument [Line Items]        
Line of credit facility, commitment fee percentage 6.00%      
Borrowings outstanding     $ 0  
Collateral amount     $ 1,000,000.0  
Silicon Valley Bank | Prime Rate | Term Loan        
Debt Instrument [Line Items]        
Debt instrument, basis spread on variable rate   2.00%    
Silicon Valley Bank | Prime Rate | Revolving Credit Facility        
Debt Instrument [Line Items]        
Debt instrument, basis spread on variable rate 1.00%   1.00%  
v3.20.2
Debt - Summary of Interest Expense, Net (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Debt Disclosure [Abstract]        
Interest expense on Term Loans $ 0 $ 1 $ 0 $ 8
Amortization of debt issuance costs 0 (2) 0 1
Other interest expense 1 1 1 4
Total interest expense, net $ 1 $ 0 $ 1 $ 13
v3.20.2
Leases - Additional Information (Details)
$ in Millions
6 Months Ended
Jun. 30, 2020
USD ($)
Lessee, Lease, Description [Line Items]  
Leases not yet commenced, liability $ 1.3
Term of leases not yet commenced 3 years
Office equipment  
Lessee, Lease, Description [Line Items]  
Useful life 5 years
Minimum  
Lessee, Lease, Description [Line Items]  
Operating leases contract terms 1 year
Finance leases contract terms 1 year
Maximum  
Lessee, Lease, Description [Line Items]  
Operating leases contract terms 10 years
Finance leases contract terms 4 years
v3.20.2
Leases - Lease Components (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Leases [Abstract]    
ROU assets - operating lease $ 6,975 $ 2,236
ROU assets - finance lease 43 70
Total ROU assets 7,018 2,306
Current operating lease liability 868 1,283
Current finance lease liability 29 50
Long-term operating lease liability 7,122 1,988
Long-term finance lease liability 18 23
Total lease liabilities $ 8,037 $ 3,344
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] us-gaap:OtherAssets us-gaap:OtherAssets
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] us-gaap:OtherAssets us-gaap:OtherAssets
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] us-gaap:OtherLiabilitiesNoncurrent us-gaap:OtherLiabilitiesNoncurrent
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] us-gaap:OtherLiabilitiesNoncurrent us-gaap:OtherLiabilitiesNoncurrent
v3.20.2
Leases - Rent Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Leases [Abstract]        
Operating lease costs $ 367 $ 405 $ 779 $ 808
Variable rent costs 25 (48) (14) (73)
Total rent expense $ 392 $ 357 $ 765 $ 735
v3.20.2
Leases - Future Operating and Finance Lease Payments (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Operating Leases    
2020 - remaining 6 months $ 707  
2021 1,308  
2022 1,232  
2023 1,252  
2024 1,273  
2025 and beyond 4,634  
Total future minimum lease payments 10,406  
Less: interest 2,416  
Total operating lease liabilities 7,990  
Current operating lease liability 868 $ 1,283
Long-term operating lease liability 7,122 1,988
Total operating lease liabilities 7,990  
Finance Leases    
2020 - remaining 6 months 28  
2021 11  
2022 10  
2023 5  
2024 0  
2025 and beyond 0  
Total future minimum lease payments 54  
Less: interest 7  
Total operating lease liabilities 47  
Current finance lease liability 29 50
Long-term finance lease liability 18 $ 23
Total operating lease liabilities $ 47  
v3.20.2
Leases - Other Lease Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Finance lease cost:        
Amortization of right-of-use assets $ 14 $ 10 $ 27 $ 22
Interest on lease liabilities 1 0 2 2
Total finance lease cost 15 10 29 24
Cash paid for amounts included in the measurement of lease liabilities:        
Operating cash flows from operating leases 367 405 744 808
Payments on finance lease obligations 13 9 26 15
Right-of-use assets obtained in exchange for new operating lease liabilities 5,531 0 5,531 0
Right-of-use assets obtained in exchange for new finance lease liabilities $ 0 $ 0 $ 0 $ 15
Weighted-average remaining lease term (years) - operating leases 8 years 3 months 18 days 3 years 10 months 24 days 3 years 8 months 12 days 3 years 10 months 24 days
Weighted-average remaining lease term (years) - finance leases 1 year 10 months 24 days 3 years 10 months 24 days 1 year 10 months 24 days 3 years 10 months 24 days
Weighted-average discount rate - operating leases 6.00% 7.00% 6.00% 7.00%
Weighted-average discount rate - finance leases 7.00% 7.00% 7.00% 7.00%
v3.20.2
Capital Stock and Share-Based Compensation - Additional Information (Details)
$ in Millions
6 Months Ended
Jun. 30, 2020
USD ($)
installment
shares
Jun. 30, 2019
USD ($)
Dec. 31, 2019
shares
Equity [Abstract]      
Expected dividend yield 0.00%    
Aggregate outstanding stock options (in shares) 2,418,245   3,160,397
Outstanding stock options, weighted average remaining contractual term 6 years 4 months 24 days    
Exercisable stock options (in shares) 1,309,606   1,835,799
Exercisable stock options, weighted average remaining contractual term 4 years 8 months 12 days    
Fair value of shares vested | $ $ 7.6    
Fair value of options exercised during period | $ 4.3    
Stock-based compensation expense | $ 1.0 $ 0.7  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation expense not yet recognized | $ $ 2.4    
Weighted average remaining service period 2 years 6 months    
Restricted stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation expense not yet recognized | $ $ 1.8    
Weighted average remaining service period 1 year 6 months    
Restricted Stock Units (RSUs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation expense not yet recognized | $ $ 1.8    
Weighted average remaining service period 1 year 6 months    
Employees | Restricted stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares vested (in shares) 137,999    
Employees | Restricted Stock Units (RSUs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of vesting installments | installment 3    
Shares issued (in shares) 138,650    
Shares vested (in shares) 55,668    
Employees | Restricted Stock Units (RSUs) | Vest in three equal annual installments on the anniversary dates of grant      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of vesting installments | installment 3    
Shares not yet vested (in shares) 76,700    
Employees | Restricted Stock Units (RSUs) | Vest based on levels of 2201 revenue and operating income      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares not yet vested (in shares) 61,950    
Target performance as as percent of revenue and operating income 150.00%    
Payout of shares upon achievement of target performance (in shares) 41,300    
Directors | Restricted Stock Units (RSUs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares issued (in shares) 10,652    
Shares vested (in shares) 11,600    
Vesting period, earlier of grant anniversary, or annual stockholders' meeting 1 year    
Employee Director Compensation Plan | Restricted Stock Units (RSUs)      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares not yet vested (in shares) 24,855    
v3.20.2
Capital Stock and Share-Based Compensation - Summary of Activity of Equity Incentive Plans (Details)
$ / shares in Units, $ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2020
USD ($)
$ / shares
shares
Dec. 31, 2019
USD ($)
$ / shares
shares
Options Outstanding, Number of Shares    
Beginning Balance (shares) | shares 3,160,397  
Granted (in shares) | shares 20,000  
Exercised (in shares) | shares (662,965)  
Canceled (in shares) | shares (99,187)  
Ending Balance (shares) | shares 2,418,245 3,160,397
Price per Share Range    
Outstanding, lower limit (in dollars per share) $ 1.18 $ 1.18
Outstanding, upper limit (in dollars per share) 7.59 7.37
Granted (in dollars per share) 7.59  
Exercised, lower limit (in dollars per share) 1.27  
Exercised, upper limit (in dollars per share) 4.43  
Canceled, lower limit (in dollars per share) 1.38  
Canceled, upper limit (in dollars per share) 4.75  
Options Outstanding, Weighted Average Exercise Price    
Beginning balance (in dollars per share) 2.72  
Granted (in dollars per share) 7.59  
Exercised (in dollars per share) 2.90  
Canceled (in dollars per share) 3.35  
Ending balance (in dollars per share) $ 2.68 $ 2.72
Additional Disclosures    
Options outstanding, aggregate intrinsic value | $ $ 7,767 $ 14,460
Exercisable stock options (in shares) | shares 1,309,606 1,835,799
Options exercisable, weighted average exercise price (in dollars per share) $ 2.07 $ 2.28
Options exercisable, aggregate intrinsic value | $ $ 4,953 $ 9,198
v3.20.2
Capital Stock and Share-Based Compensation - Summary of Restricted Awards (Details) - Restricted Stock and RSUs
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2020
USD ($)
$ / shares
shares
Number of Unvested Shares  
Beginning balance (in shares) | shares 502,102
Granted (in shares) | shares 149,302
Vested (in shares) | shares (205,267)
Ending balance (in shares) | shares 446,137
Weighted Average Grant Date Fair Value  
Beginning balance (in usd per share) | $ / shares $ 3.32
Granted (in usd per share) | $ / shares 6.48
Vested (in usd per share) | $ / shares 2.86
Ending balance (in usd per share) | $ / shares $ 4.58
Aggregate Grant Date Fair Value of Unvested Shares  
Aggregate Grant Date Fair Value of Unvested Shares, Beginning balance | $ $ 1,665
Granted | $ 967
Aggregate grant date fair value of shares, Vested | $ (587)
Aggregate Grant Date Fair Value of Unvested Shares, Ending balance | $ $ 2,045
v3.20.2
Capital Stock and Share-Based Compensation - Summary of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) - Employee Director Compensation Plan
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2020
USD ($)
$ / shares
shares
Number of Stock Units  
Beginning balance (in shares) | shares 629,003
Granted (in shares) | shares 39,863
Issued (in shares) | shares (47,377)
Ending balance (in shares) | shares 621,489
Weighted Average Grant Date Fair Value  
Beginning balance (in usd per share) | $ / shares $ 2.09
Granted (in usd per share) | $ / shares 6.87
Issued (in dollars per share) | $ / shares 1.65
Ending balance (in usd per share) | $ / shares $ 2.33
Intrinsic Value Outstanding  
Aggregate Grant Date Fair Value of Unvested Shares, Beginning balance | $ $ 4,585
Granted | $ 233
Issued | $ 0
Aggregate Grant Date Fair Value of Unvested Shares, Ending balance | $ $ 3,629
v3.20.2
Capital Stock and Share-Based Compensation - Equity Transactions (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Mar. 31, 2019
Jun. 30, 2020
Jun. 30, 2019
Increase (Decrease) in Stockholders' Equity            
Stockholder's equity beginning balance $ 67,777 $ 67,469 $ 64,008 $ 62,354 $ 67,469 $ 62,354
Exercise of stock options (in shares)         662,965  
Exercise of stock options 726 1,198 182 185    
Share-based compensation 465 502 378 343    
Deferred compensation issuance 78          
Stock dividends to Carilion Clinic     0 0    
Net income 1,369 (1,116) 841 1,126 $ 253 1,967
Forfeitures of restricted stock (410) (276)        
Purchase of treasury stock (204)   (220)      
Stockholder's equity ending balance $ 69,801 $ 67,777 $ 65,189 $ 64,008 $ 69,801 $ 65,189
Preferred Stock            
Increase (Decrease) in Stockholders' Equity            
Beginning balance (in shares) 0 0 1,321,514 1,321,514 0 1,321,514
Stockholder's equity beginning balance $ 0 $ 0 $ 1 $ 1 $ 0 $ 1
Ending balance (in shares) 0 0 1,321,514 1,321,514 0 1,321,514
Stockholder's equity ending balance $ 0 $ 0 $ 1 $ 1 $ 0 $ 1
Common Stock            
Increase (Decrease) in Stockholders' Equity            
Beginning balance (in shares) 30,486,577 30,149,105 28,145,713 27,956,401 30,149,105 27,956,401
Stockholder's equity beginning balance $ 32 $ 32 $ 30 $ 30 $ 32 $ 30
Exercise of stock options (in shares) 346,461 316,504 207,786 189,312    
Share-based compensation (in shares) 11,600 55,668        
Deferred compensation issuance (in shares) 47,377          
Forfeitures of restricted stock (in shares) (61,530) (34,700)        
Purchase of treasury stock (in shares) (32,950)   (52,733)      
Ending balance (in shares) 30,797,535 30,486,577 28,300,766 28,145,713 30,797,535 28,300,766
Stockholder's equity ending balance $ 32 $ 32 $ 30 $ 30 $ 32 $ 30
Treasury Stock            
Increase (Decrease) in Stockholders' Equity            
Beginning balance (in shares) 1,639,791 1,639,791 1,253,105 1,253,105 1,639,791 1,253,105
Stockholder's equity beginning balance $ (4,337) $ (4,337) $ (2,117) $ (2,117) $ (4,337) $ (2,117)
Purchase of treasury stock (in shares) 32,950   52,733      
Purchase of treasury stock $ (204)   $ (220)      
Ending balance (in shares) 1,672,741 1,639,791 1,305,838 1,253,105 1,672,741 1,305,838
Stockholder's equity ending balance $ (4,541) $ (4,337) $ (2,337) $ (2,117) $ (4,541) $ (2,337)
Additional Paid-in Capital            
Increase (Decrease) in Stockholders' Equity            
Stockholder's equity beginning balance 89,446 88,022 86,356 85,745 88,022 85,745
Exercise of stock options 726 1,198 182 185    
Share-based compensation 465 501 378 343    
Deferred compensation issuance 78          
Stock dividends to Carilion Clinic     90 83    
Forfeitures of restricted stock (410) (275)        
Stockholder's equity ending balance 90,305 89,446 87,006 86,356 90,305 87,006
Accumulated Deficit            
Increase (Decrease) in Stockholders' Equity            
Stockholder's equity beginning balance (17,364) (16,248) (20,262) (21,305) (16,248) (21,305)
Stock dividends to Carilion Clinic     (90) (83)    
Net income 1,369 (1,116) 841 1,126    
Stockholder's equity ending balance $ (15,995) $ (17,364) $ (19,511) $ (20,262) $ (15,995) $ (19,511)
v3.20.2
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Disaggregation of Revenue [Line Items]        
Total revenues $ 18,576 $ 17,814 $ 35,717 $ 32,647
Technology development        
Disaggregation of Revenue [Line Items]        
Total revenues 6,815 6,441 13,630 13,082
Test, measurement and sensing systems        
Disaggregation of Revenue [Line Items]        
Total revenues 11,275 10,746 21,036 18,089
Other        
Disaggregation of Revenue [Line Items]        
Total revenues 486 627 1,051 1,476
Goods transferred at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 11,629 13,769 21,871 18,666
Goods/services transferred over time        
Disaggregation of Revenue [Line Items]        
Total revenues 6,947 4,045 13,846 13,981
Fixed-price contracts        
Disaggregation of Revenue [Line Items]        
Total revenues 15,123 14,877 29,217 26,732
Cost-type contracts        
Disaggregation of Revenue [Line Items]        
Total revenues 3,453 2,937 6,500 5,915
Sales to the U.S. government        
Disaggregation of Revenue [Line Items]        
Total revenues 6,828 6,705 13,632 13,966
U.S. direct commercial sales and other        
Disaggregation of Revenue [Line Items]        
Total revenues 5,856 5,374 10,491 8,674
Foreign commercial sales & other        
Disaggregation of Revenue [Line Items]        
Total revenues 5,892 5,735 11,594 10,007
United States        
Disaggregation of Revenue [Line Items]        
Total revenues 12,684 12,079 24,124 22,640
Asia        
Disaggregation of Revenue [Line Items]        
Total revenues 3,568 3,316 7,324 5,722
Europe        
Disaggregation of Revenue [Line Items]        
Total revenues 1,854 1,775 3,567 3,431
Canada, Central and South America        
Disaggregation of Revenue [Line Items]        
Total revenues 258 537 463 717
All Others        
Disaggregation of Revenue [Line Items]        
Total revenues 212 107 239 137
Lightwave        
Disaggregation of Revenue [Line Items]        
Total revenues 12,933 12,523 24,487 22,041
Lightwave | Technology development        
Disaggregation of Revenue [Line Items]        
Total revenues 1,527 1,480 3,235 3,063
Lightwave | Test, measurement and sensing systems        
Disaggregation of Revenue [Line Items]        
Total revenues 11,275 10,746 21,036 18,089
Lightwave | Other        
Disaggregation of Revenue [Line Items]        
Total revenues 131 297 216 889
Lightwave | Goods transferred at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 11,275 10,741 21,036 18,079
Lightwave | Goods/services transferred over time        
Disaggregation of Revenue [Line Items]        
Total revenues 1,658 1,782 3,451 3,962
Lightwave | Fixed-price contracts        
Disaggregation of Revenue [Line Items]        
Total revenues 12,160 11,848 22,950 20,656
Lightwave | Cost-type contracts        
Disaggregation of Revenue [Line Items]        
Total revenues 773 675 1,537 1,385
Lightwave | Sales to the U.S. government        
Disaggregation of Revenue [Line Items]        
Total revenues 1,727 1,858 3,520 4,187
Lightwave | U.S. direct commercial sales and other        
Disaggregation of Revenue [Line Items]        
Total revenues 5,314 4,930 9,373 7,847
Lightwave | Foreign commercial sales & other        
Disaggregation of Revenue [Line Items]        
Total revenues 5,892 5,735 11,594 10,007
Lightwave | United States        
Disaggregation of Revenue [Line Items]        
Total revenues 7,041 6,788 12,894 12,034
Lightwave | Asia        
Disaggregation of Revenue [Line Items]        
Total revenues 3,568 3,316 7,324 5,722
Lightwave | Europe        
Disaggregation of Revenue [Line Items]        
Total revenues 1,854 1,775 3,567 3,431
Lightwave | Canada, Central and South America        
Disaggregation of Revenue [Line Items]        
Total revenues 258 537 463 717
Lightwave | All Others        
Disaggregation of Revenue [Line Items]        
Total revenues 212 107 239 137
Luna Labs        
Disaggregation of Revenue [Line Items]        
Total revenues 5,643 5,291 11,230 10,606
Luna Labs | Technology development        
Disaggregation of Revenue [Line Items]        
Total revenues 5,289 4,961 10,395 10,019
Luna Labs | Test, measurement and sensing systems        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Luna Labs | Other        
Disaggregation of Revenue [Line Items]        
Total revenues 354 330 835 587
Luna Labs | Goods transferred at a point in time        
Disaggregation of Revenue [Line Items]        
Total revenues 354 3,029 835 587
Luna Labs | Goods/services transferred over time        
Disaggregation of Revenue [Line Items]        
Total revenues 5,289 2,262 10,395 10,019
Luna Labs | Fixed-price contracts        
Disaggregation of Revenue [Line Items]        
Total revenues 2,963 3,029 6,267 6,076
Luna Labs | Cost-type contracts        
Disaggregation of Revenue [Line Items]        
Total revenues 2,680 2,262 4,963 4,530
Luna Labs | Sales to the U.S. government        
Disaggregation of Revenue [Line Items]        
Total revenues 5,101 4,847 10,112 9,779
Luna Labs | U.S. direct commercial sales and other        
Disaggregation of Revenue [Line Items]        
Total revenues 542 444 1,118 827
Luna Labs | Foreign commercial sales & other        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Luna Labs | United States        
Disaggregation of Revenue [Line Items]        
Total revenues 5,643 5,291 11,230 10,606
Luna Labs | Asia        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Luna Labs | Europe        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Luna Labs | Canada, Central and South America        
Disaggregation of Revenue [Line Items]        
Total revenues 0 0 0 0
Luna Labs | All Others        
Disaggregation of Revenue [Line Items]        
Total revenues $ 0 $ 0 $ 0 $ 0
v3.20.2
Revenue Recognition - Contract Balances (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Revenue from Contract with Customer [Abstract]    
Increase in net contract assets (liabilities) $ 1,000  
Contract assets 3,716 $ 3,208
Contract liabilities 3,368 3,888
Net contract liabilities $ 348 $ (680)
v3.20.2
Revenue Recognition - Performance Obligation Amount (Details)
$ in Millions
Jun. 30, 2020
USD ($)
Lightwave  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 21.3
Lightwave | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation, period 6 months
Remaining performance obligation, percentage 46.00%
Lightwave | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation, period 1 year
Remaining performance obligation, percentage 30.00%
Luna Labs  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 21.0
Luna Labs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation, period 6 months
Remaining performance obligation, percentage 46.00%
Luna Labs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation, period 1 year
Remaining performance obligation, percentage 42.00%
v3.20.2
Income Taxes (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Income Tax Disclosure [Abstract]    
Effective income tax rate 25.54% (464.35%)
Valuation allowance $ 0.4  
v3.20.2
Reportable Segments - Revenues and Operating Income (Loss) for Reportable Segments Not Including Discontinued Operations (Details)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2020
USD ($)
Jun. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
segment
Jun. 30, 2019
USD ($)
Dec. 31, 2019
USD ($)
segment
Segment Reporting [Abstract]          
Number of reportable segments | segment     2   2
Number of operating segments | segment     2    
Revenues:          
Total revenues $ 18,576 $ 17,814 $ 35,717 $ 32,647  
Total operating income (loss) 1,810 1,014 2,200 98  
Amortization expense 400   900    
Total segment assets:          
Total assets 91,222   91,222   $ 86,524
Property plant and equipment, and intangible assets 3,078   3,078   3,466
Lightwave          
Revenues:          
Total revenues 12,933 12,523 24,487 22,041  
Total operating income (loss) 1,168 491 1,145 (490)  
Depreciation 217 126 417 284  
Amortization expense 408 404 813 632  
Total segment assets:          
Total assets 68,584   68,584   48,724
Property plant and equipment, and intangible assets 22,182   22,182   22,122
Luna Labs          
Revenues:          
Total revenues 5,643 5,291 11,230 10,606  
Total operating income (loss) 642 523 1,055 588  
Depreciation 27 91 74 190  
Amortization expense 32 $ 32 59 $ 60  
Total segment assets:          
Total assets 22,637   22,637   37,800
Property plant and equipment, and intangible assets $ 982   $ 982   $ 2,080
v3.20.2
Reportable Segments - Additional Information (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Outside of the United States        
Segment Reporting Information [Line Items]        
Percentage of total consolidated revenues by customer   10.00%   10.00%
Revenues | Government Contracts Concentration Risk | U.S. Government        
Segment Reporting Information [Line Items]        
Percentage of total consolidated revenues by customer 37.00% 38.00% 38.00% 43.00%
Revenues | Geographic Concentration Risk | Outside of the United States        
Segment Reporting Information [Line Items]        
Percentage of total consolidated revenues by customer 32.00% 32.00% 32.00% 31.00%
Revenues | Geographic Concentration Risk | China        
Segment Reporting Information [Line Items]        
Percentage of total consolidated revenues by customer 11.00%   11.00%  
v3.20.2
Commitments and Contingencies (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Mar. 01, 2020
Jul. 31, 2018
Mar. 31, 2020
Jun. 30, 2020
Jun. 30, 2019
Sep. 30, 2019
Dec. 31, 2019
Aug. 31, 2017
Aug. 09, 2017
Loss Contingencies [Line Items]                  
Cash consideration       $ 0 $ 19,004        
Tunable Lasers                  
Loss Contingencies [Line Items]                  
Non-cancelable purchase order delivery period           18 months      
Non-cancelable purchase order commitment           $ 1,900      
Non-cancelable purchase order commitment remaining       300          
General Photonics, Inc.                  
Loss Contingencies [Line Items]                  
Cash consideration $ 19,000                
Potential maximum obligation of contingent consideration 1,000                
Cash paid at closing 17,100                
Amount at closing placed in escrow $ 1,900                
Contingent obligation       1,000          
High Speed Optical Receivers Business | Disposed of by Sale                  
Loss Contingencies [Line Items]                  
Escrow deposits related to indemnity claims             $ 2,500   $ 4,000
Amount of the escrow balance received     $ 600       $ 1,500    
Loss on sale of discontinued operations       $ 1,436          
High Speed Optical Receivers Business | Disposed of by Sale | Macom                  
Loss Contingencies [Line Items]                  
Amount of the escrow balance received     $ 1,900            
Optoelectronic Components and Subassemblies | Disposed of by Sale                  
Loss Contingencies [Line Items]                  
Contingent consideration on discontinued operation   $ 1,000              
Non-cancelable purchase order delivery period   18 months              
Macom | High Speed Optical Receivers Business | Disposed of by Sale                  
Loss Contingencies [Line Items]                  
Escrow deposits related to indemnity claims               $ 4,000  
v3.20.2
Subsequent Event (Details)
Jul. 01, 2020
shares
ESPP | Subsequent Event [Member]  
Subsequent Event [Line Items]  
Number of shares authorized (in shares) 1,200,000