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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________________ 
FORM 10-Q
_____________________________________  
ý☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20172020
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.    ý☒  Yes   ¨☐   No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    ý☒  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        o☐Accelerated filer         o☒
 
Non-accelerated filer        o (Do not check if a smaller reporting company)        ☐Smaller reporting company ý☒


Emerging growth company o☐
                    
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. o☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨☐  Yes    ý☒  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 November 9, 2017,6, 2020, there were 28,402,88730,838,060 shares of the registrant’s common stock outstanding.





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LUNA INNOVATIONS INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 20172020
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PART I. FINANCIAL INFORMATION
 
ITEM 1.FINANCIAL STATEMENTS




























Luna Innovations Incorporated
Consolidated Balance Sheets
 September 30, 2017 December 31, 2016
 (unaudited)  
Assets   
Current assets:   
Cash and cash equivalents$38,514,437
 $12,802,458
Accounts receivable, net8,940,405
 10,269,012
Inventory7,300,035
 6,848,835
Prepaid expenses and other current assets924,196
 1,375,659
Current assets held for sale—
 5,801,629
Total current assets55,679,073
 37,097,593
Property and equipment, net3,145,769
 3,482,687
Intangible assets, net3,264,285
 3,367,217
Goodwill502,000
 502,000
Long term receivable- sale of HSOR business4,000,000
 —
Other assets18,024
 38,194
Non-current assets held for sale—
 10,509,282
Total assets$66,609,151
 $54,996,973
Liabilities and stockholders’ equity   
Liabilities:   
Current liabilities:   
Current portion of long-term debt obligations$1,833,333
 $1,833,333
Current portion of capital lease obligations49,070
 52,128
Accounts payable2,188,776
 2,954,742
Accrued liabilities9,586,554
 7,913,544
Deferred revenue897,023
 837,906
Current liabilities held for sale—
 2,376,703
Total current liabilities14,554,756
 15,968,356
Long-term deferred rent1,221,170
 1,319,402
Long-term debt obligations1,057,263
 2,420,032
Long-term capital lease obligations79,246
 114,940
Non-current liabilities held for sale—
 84,555
Total liabilities16,912,435
 19,907,285
Commitments and contingencies
 
Stockholders’ equity:   
Preferred stock, par value $0.001, 1,321,514 shares authorized, issued and outstanding at September 30, 2017 and December 31, 20161,322
 1,322
Common stock, par value $0.001, 100,000,000 shares authorized, 28,402,887 and 27,988,104 shares issued, 27,815,060 and 27,541,277 shares outstanding at September 30, 2017 and December 31, 201629,074
 28,600
Treasury stock at cost, 587,827 and 446,827 shares at September 30, 2017 and December 31, 2016(746,007) (517,987)
Additional paid-in capital83,204,263
 82,451,958
Accumulated deficit(32,791,936) (46,874,205)
Total stockholders’ equity49,696,716
 35,089,688
Total liabilities and stockholders’ equity$66,609,151
 $54,996,973
(in thousands, except share data)
September 30, 2020December 31, 2019
(unaudited)
Assets
Current assets:
Cash and cash equivalents$26,422 $25,006 
Accounts receivable, net18,254 16,269 
Receivable from sale of HSOR business0 2,501 
Contract assets4,219 2,759 
Inventory, net11,713 10,294 
Prepaid expenses and other current assets3,268 1,287 
Total current assets63,876 58,116 
Property and equipment, net2,111 3,466 
Intangible assets, net9,193 10,194 
Goodwill10,542 10,542 
Long-term contract assets577 449 
Other assets7,855 2,341 
Deferred tax asset1,729 1,416 
Total assets$95,883 $86,524 
Liabilities and stockholders’ equity
Liabilities:
Current liabilities:
Accounts payable$3,177 $2,787 
Accrued liabilities7,716 10,369 
Contract liabilities3,721 3,888 
Total current liabilities14,614 17,044 
Other long-term liabilities7,761 2,011 
Total liabilities22,375 19,055 
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, par value $0.001, 100,000,000 shares authorized, 32,510,506 and 31,788,896 shares issued, 30,823,065 and 30,149,105 shares outstanding at September 30, 2020 and December 31, 2019, respectively33 32 
Treasury stock at cost, 1,687,441 and 1,639,791 shares at September 30, 2020 and December 31, 2019, respectively(4,666)(4,337)
Additional paid-in capital91,034 88,022 
Accumulated deficit(12,893)(16,248)
Total stockholders’ equity73,508 67,469 
Total liabilities and stockholders’ equity$95,883 $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)
 Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
 2017 2016 2017 2016
 (unaudited) (unaudited)
Revenues:       
Technology development$4,590,054
 $4,118,245
 $13,428,428
 $11,772,731
Products and licensing7,052,094
 7,066,908
 19,593,648
 18,301,631
       Total revenues11,642,148
 11,185,153
 33,022,076
 30,074,362
Cost of revenues:       
Technology development3,491,840
 3,068,360
 10,045,261
 8,986,312
Products and licensing3,617,547
 3,758,765
 10,201,459
 9,954,987
       Total cost of revenues7,109,387
 6,827,125
 20,246,720
 18,941,299
Gross profit4,532,761
 4,358,028
 12,775,356
 11,133,063
Operating expense:       
Selling, general and administrative3,256,074
 3,816,679
 10,345,964
 11,296,389
Research, development and engineering833,811
 812,050
 2,581,473
 2,789,801
       Total operating expense4,089,885
 4,628,729
 12,927,437
 14,086,190
Operating income/(loss)442,876
 (270,701) (152,081) (2,953,127)
Other income/(expense):       
Other expense(3,389) (231) (4,258) (1,904)
Interest expense(55,099) (71,991) (179,860) (237,081)
Total other expense(58,488) (72,222) (184,118) (238,985)
Income/(loss) from continuing operations before income taxes384,388
 (342,923) (336,199) (3,192,112)
Income tax (benefit)/expense(130,977) 44,797
 (63,350) (173,801)
Net income/(loss) from continuing operations515,365
 (387,720) (272,849) (3,018,311)
Income/(loss) from discontinued operations, net of income tax (benefit)/expense of $(349,515), $(35,095), $(349,515), and $209,678.145,293
 (57,358) (644,241) 342,685
Gain on sale, net of $1,508,373 of related income taxes15,096,666
 —
 15,096,666
 —
Net income/(loss) from discontinued operations15,241,959
 (57,358) 14,452,425
 342,685
Net income/(loss)15,757,324
 (445,078) 14,179,576
 (2,675,626)
Preferred stock dividend33,699
 28,941
 97,331
 74,731
Net income/(loss) attributable to common stockholders$15,723,625
 $(474,019) $14,082,245
 $(2,750,357)
Net income/(loss) per share from continuing operations:       
       Basic$0.02
 $(0.01) $(0.01) $(0.11)
       Diluted$0.02
 $(0.01) $(0.01) $(0.11)
Net income/(loss) per share from discontinued operations:       
       Basic$0.55
 $0.00
 $0.52
 $0.01
       Diluted$0.47
 $0.00
 $0.52
 $0.01
Net income/(loss) per share attributable to common stockholders:       
        Basic$0.57
 $(0.02) $0.51
 $(0.10)
        Diluted$0.48
 $(0.02) $0.51
 $(0.10)
Weighted average common shares and common equivalent shares outstanding:       
        Basic27,692,539
 27,605,028
 27,611,905
 27,531,730
        Diluted32,714,389
 27,605,028
 27,611,905
 27,531,730
(in thousands, except share and per share data)
Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
Revenues:
Lightwave$15,350 $13,088 $39,837 $35,129 
Luna Labs5,700 5,301 16,929 15,907 
       Total revenues21,050 18,389 56,766 51,036 
Cost of revenues:
Lightwave5,670 5,449 15,736 15,063 
Luna Labs4,431 3,665 12,200 11,178 
       Total cost of revenues10,101 9,114 27,936 26,241 
Gross profit10,949 9,275 28,830 24,795 
Operating expense:
Selling, general and administrative6,505 5,746 19,085 17,955 
Research, development and engineering1,616 2,047 4,717 5,241 
Loss on sale of property and equipment576 0 576 0 
       Total operating expense8,697 7,793 24,378 23,196 
Operating income2,252 1,482 4,452 1,599 
Other income/(expense):
Investment income1 76 65 324 
Other income/(expense)14 1 19 (5)
Interest expense(1)(4)(2)(15)
Total other income14 73 82 304 
Income from continuing operations before income taxes2,266 1,555 4,534 1,903 
Income tax (benefit)/expense(836)325 (257)(1,293)
Net income from continuing operations3,102 1,230 4,791 3,196 
Loss from discontinued operations, net of income tax of $4640 0 (1,436)0 
Net income3,102 1,230 3,355 3,196 
Preferred stock dividend0 113 0 285 
Net income attributable to common stockholders$3,102 $1,117 $3,355 $2,911 
Net income per share from continuing operations:
       Basic$0.10 $0.04 $0.16 $0.11 
       Diluted$0.10 $0.04 $0.15 $0.10 
Net loss per share from discontinued operations:
       Basic$0 $0 $(0.05)$0 
       Diluted$0 $0 $(0.04)$0 
Net income per share attributable to common stockholders:
        Basic$0.10 $0.04 $0.11 $0.10 
        Diluted$0.10 $0.03 $0.10 $0.09 
Weighted average shares:
        Basic30,809,896 28,291,297 30,593,954 28,193,330 
        Diluted32,411,086 32,115,847 32,478,625 31,768,575 

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)
Nine Months Ended September 30,
Nine Months Ended 
 September 30,		  20202019
2017 2016 
(unaudited) 
Cash flows provided by/(used in) operating activities    
Net income/(loss)$14,179,576
 $(2,675,626) 
Adjustments to reconcile net income/(loss) to net cash used in operating activities  
 
Cash flows provided by operating activitiesCash flows provided by operating activities
Net incomeNet income$3,355 $3,196 
Adjustments to reconcile net income to net cash provided by operating activitiesAdjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization2,241,867
 2,759,877
 Depreciation and amortization2,126 1,835 
Share-based compensation476,428
 665,354
 Share-based compensation1,538 1,140 
Bad debt expense40,753
 255,522
 Bad debt expense147 0 
Loss on disposal of fixed assets3,640
 —
 
Gain on sale of discontinued operations(15,096,666) —
 
Loss on sale of property and equipmentLoss on sale of property and equipment576 0 
Loss from discontinued operations, net of taxLoss from discontinued operations, net of tax1,436 0 
Deferred taxesDeferred taxes(313)0 
Tax benefit from release of valuation allowanceTax benefit from release of valuation allowance0 (1,889)
Change in assets and liabilities  
 Change in assets and liabilities
Accounts receivable2,127,794
 (1,197,885) Accounts receivable(2,131)(2,238)
Contract assetsContract assets(1,589)(1,106)
Inventory(2,251,236) 964,443
 Inventory(1,419)(73)
Other current assets380,858
 (381,632) Other current assets(1,982)(74)
Other long term assetsOther long term assets0 (339)
Accounts payable and accrued expenses(1,581,608) (1,055,060) Accounts payable and accrued expenses(1,481)(114)
Deferred revenue59,980
 (120,871) 
Net cash provided by/(used in) operating activities581,386
 (785,878) 
Contract liabilitiesContract liabilities(166)747 
Net cash provided by operating activitiesNet cash provided by operating activities97 1,085 
Cash flows provided by/(used in) investing activities    Cash flows provided by/(used in) investing activities
Acquisition of property and equipment(893,698) (1,433,260) Acquisition of property and equipment(422)(501)
Intangible property costs(392,485) (317,287) Intangible property costs(291)(192)
Proceeds from sale of property and equipment3,000
 —
  Proceeds from sale of property and equipment403 0 
Proceeds from sales of discontinued operations28,026,528
 —
 
Proceeds from sale of discontinued operationsProceeds from sale of discontinued operations600 0 
Acquisition of General Photonics CorporationAcquisition of General Photonics Corporation0 (19,004)
Net cash provided by/(used in) investing activities26,743,345
 (1,750,547) Net cash provided by/(used in) investing activities290 (19,697)
Cash flows provided by/(used in) financing activities    Cash flows provided by/(used in) financing activities
Payments on capital lease obligations(38,752) (44,404) 
Payments on finance lease obligationsPayments on finance lease obligations(39)(27)
Payments of debt obligations(1,375,000) (1,375,000) Payments of debt obligations0 (625)
Repurchase of common stock(228,020) (325,060) Repurchase of common stock(329)(2,220)
Proceeds from the exercise of options29,020
 —
 
Net cash used in financing activities(1,612,752) (1,744,464) 
Net increase in cash and cash equivalents25,711,979
 (4,280,889) 
Proceeds from the exercise of options and warrantsProceeds from the exercise of options and warrants1,397 438 
Net cash provided by/(used in) financing activitiesNet cash provided by/(used in) financing activities1,029 (2,434)
Net increase/(decrease) in cash and cash equivalentsNet increase/(decrease) in cash and cash equivalents1,416 (21,046)
Cash and cash equivalents—beginning of period12,802,458
 17,464,040
 Cash and cash equivalents—beginning of period25,006 42,460 
Cash and cash equivalents—end of period$38,514,437
 $13,183,151
 Cash and cash equivalents—end of period$26,422 $21,414 
Supplemental disclosure of cash flow information    Supplemental disclosure of cash flow information
Cash paid for interest$173,275
 $239,347
 Cash paid for interest$3 $17 
Cash paid for income taxes$41,131
 $203,305
 Cash paid for income taxes$2,000 $735 
Non-cash investing and financing activities    Non-cash investing and financing activities
Dividend on preferred stock, 59,469 shares of common stock issuable for the nine months ended September 30, 2017 and 2016$97,331
 $74,731
 
Capital expenditures funded by capital lease borrowings$—
 $157,246
 
Contingent liability for business combinationContingent liability for business combination$0 $940 
Dividend on preferred stock, 59,469 shares of common stock issuable for the nine months ended September 30, 2019Dividend on preferred stock, 59,469 shares of common stock issuable for the nine months ended September 30, 2019$0 $285 
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
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 unique capabilities in high performance fiber optic test, measurement and control products for the telecommunications industry,and photonics industries and distributed fiber optic sensing products for industries utilizing composite and other advanced materials, such as the automotive, aerospace, energy and automotive industries,infrastructure industries. Our distributed fiber optic sensing products help designers and custom optoelectronicmanufacturers 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 subsystems. networks by providing fast and highly accurate characterization of components and networks.
We are organized into two reportable segments, which work closely together to turn ideas into products: our Technology Development segmentalso provide applied research services, typically under research programs funded by the U.S. government, in areas of advanced materials, sensing, and our Products and Licensing segment.healthcare applications. Our business model is designed to accelerate the process of bringing new and innovative technologiesproducts to market. We haveuse our in-house technical expertise across a historyrange of net losses from operations beginningtechnologies to perform applied research services for companies and for government funded projects. We continue to invest in 2005. We have historically managed our liquidity through cost reduction initiatives, debt financings, capital markets transactionsproduct development and the sale of assets.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 StatedStates 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 September 30, 2017,2020, results of operations and changes in stockholders' equity for the three and nine months ended September 30, 20172020 and 2016,2019, and cash flows for the nine months ended September 30, 20172020 and 2016.2019. The results of operations for the three and nine months ended September 30, 2017,2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.2020. 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 September 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, 2016,2019, included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 20, 2017.13, 2020.
Reclassifications
Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net income or stockholders' equity.

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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 marketsmarkets.
•Level 2—Quoted prices for similar instruments in active markets,markets; quoted prices for identical or similar instruments in markets that are not active,active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active marketsobservable.
•Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservableunobservable.
The carrying values of cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities approximate fair value because of the short-term nature of these instruments. The carrying valueamount of our debt approximateslease liabilities approximate fair value as webecause these financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit. We consider the floating interest rate on our credit facilities withterms 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 2 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 2 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 similar instruments. Certain non-financial assetscomparability.

The Lightwave segment develops, manufactures and liabilities are measured at fair value on a nonrecurring basismarkets distributed fiber optic sensing products and fiber optic communications test and control products. The Luna Labs segment performs applied research principally in accordance with U.S. GAAP. This includes items such as non-financial assetsthe areas of sensing and liabilities initially measured at fair value in a business combinationinstrumentation, advanced materials and non-financial long-lived asset groups measured at fair value for an impairment assessment. In general, non-financial assets including intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when any impairment is recognized.

health sciences.
Net LossIncome Per Share
Basic per share data is computed by dividing our net lossincome by the weighted average number of shares outstanding during the period. Diluted per share data is computed by dividing net income if applicable, 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 effecteffects of 5.01.6 million and 3.8 million common stock equivalents (which include outstanding warrants, preferred stock and stock options) are included for the diluted per share data for the three months ended September 30, 2017.2020 and 2019, respectively. The effecteffects of 5.61.9 million and 3.6 million common stock equivalents are not included for the three months ended September 30, 2016 as they are anti-dilutive to earningsdiluted per share due to our net loss from continuing operations. The effect of 4.9 million and 5.7 million common stock equivalents are not includeddata for the nine months ended September 30, 20172020 and 2016, respectively, as they are considered anti-dilutive to earnings per share due2019, respectively. Stock options and deferred stock units credited to our net loss from continuing operations.directors under our non-employee deferred compensation plan are included in our common stock equivalents for the three and nine months ended September 30, 2020 and 2019.  In addition, accrued stock dividends and preferred stock are also included for the three and nine months ended September 30, 2019.




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Recently IssuedAdopted Accounting Pronouncements


EffectiveIn 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, 2017,2020. As a result of adopting the new rules, we adopted Accounting Standards Update ("ASU") No. 2016-09, Improvementscompare the estimated fair value of our reporting segments to Employee Share-Based Payment Accounting. These amendments applytheir 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 several aspects of accounting for share-based compensation including the recognition of excess tax benefits and deficiencies and their related presentation in the statement of cash flows as well as accounting for forfeitures.reporting unit. The adoption of ASU No. 2016-09 did not have a significant impact on our financial condition, results of operations or cash flows.
Effective January 1, 2017, we adopted ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred taxes by requiring that deferred tax assets and liabilities be classified as noncurrent in any classified balance sheet rather than being separated into current and non-current amounts. The adoption of ASU No. 2015-172017-04 did not have a significant impact on our consolidated financial statements.
In January 2017,August 2018, the Financial Accounting Standards Board ("FASB")FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other2018-13 Fair Value Measurement (Topic 350)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 TestAccounting for Goodwill Impairment. This update simplifiesIncome Taxes, which removes certain exceptions to the subsequent measurementgeneral principles of goodwill.the accounting for income taxes and also improves consistent application of and simplification of other areas when accounting for income taxes. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The accounting standard will beis effective for reporting periodsus beginning after December 15, 2019.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 ASU 2017-04 willthe adoption of these new accounting rules to have a materialsignificant impact on our consolidated financial statements.

In AugustJune 2016, the FASB issued ASU No. 2016-15, Statement2016-13 Financial Instruments - Credit Losses (Topic 326) - Measurement of Cash Flows (Topic 230), Credit Losses on Financial Instruments, which addresses eight specific cash flow issues withrequires companies to measure financial assets at an amortized cost basis to be presented at the objectivenet amount expected to be collected. The new accounting rules eliminate the probable initial recognition threshold and, instead, reflect an entity's current estimate of reducingall 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 existing diversity in practice in how cash receiptsadoption date for entities that qualify as a small reporting company. We have elected this extension and cash payments are presented in the statement of cash flows. ASU 2016-15 is effective date for public entitiesus to adopt this standard will be for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied retrospectively to all periods presented.2022. We are currently in the process of evaluating the impact of ASU 2016-13, but we do not expect ASU 2016-15 will have a material impact on our financial statements.

In April 2016, the FASB issued ASU 2016-10, Revenue from contracts with customers: Identifying Performance Obligations and Licensing, to clarify certain aspects of the existing standard specific to how an entity should recognize revenue to depict the transfer of promised goods or services to customers. Certain other ASUs have been issued specific to Topic 606 and our disclosure below includes our assessment of all ASUs specific to Topic 606 in the aggregate. In accordance with this update, we will adopt the requirements of the new standard effective January 1, 2018.

We are finalizing our assessment of the financial impact of Topic 606. To date we have reached the following conclusions specific to the impact of Topic 606. Contracts in our Technology Development segment primarily provide research services.  We have concluded that revenue specific to this segment will not be materially impacted upon the adoption of Topic 606 as revenue will continuethese new accounting rules to be recognized over time using an input model.  Contracts in our Products and Licensing segment generally provide for the following revenue sources: standard product sales, custom product development and sales, product rental, extended warranties, training/service, and certain royalties.  We expect revenue for this segment to be recognized using either “point in time” or “over time” based on the revenue source.  Based on our analysis to date we expect the pattern of recognition of the customized products to potentially change from “point in time” to “over time” upon the adoption of Topic 606. Our revenue recognized specific to customized products approximates $10 million annually.   This change will result in the acceleration of revenue when compared to existing standards with the cumulative adjustment relating to contracts that are not complete as of December 31, 2017 recognized as an adjustment to opening retained earnings on January 1, 2018.   We are continuing to assess thehave a significant impact of this potential change, or other changes which may be subsequently identified, on our financial statements and current processes and controls. We intend to adopt the standard using the modified retrospective transition method. Under the modified retrospective approach, the new standard

will, for the period beginning January 1, 2018, apply to net contracts and those that were not completed as of January 1, 2018. For those contracts not completed as of January 1, 2018, this method will result in a cumulative catch-up adjustment to retained earnings. Prior periods will not be retrospectively adjusted, but we will maintain dual reporting for the year of initial application in order to disclose the effect on revenue of adopting the new guidance.
In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires a lessee to recognize in its statement of financial position an asset and liability for most leases with a term greater than 12 months. Lessees should recognize a liability to make lease payments and a right-of-use asset representing the lessee's right to use the underlying asset for the lease term. The amendment is effective for fiscal years ending after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact the adoption of this standard will have 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 has beenwas 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"). The purchase price is subject to adjustment in the future based upon a determinationAs of final working capital, as defined in the asset purchase agreement. The HSOR business was a componentDecember 31, 2019, $1.5 million of the operationsescrow had been received with $2.5 million remaining in escrow pending resolution of Advanced Photonix, Inc., whicha dispute. In March 2020, we acquiredsettled the dispute resulting in May 2015. As part of the Transaction,us receiving $0.6 million and the buyer also hired approximately 49 of our employees who were engaged in the development, manufacture, and sale of HSOR products in addition to certain corporate administrative functions. The buyer will provide certain transition services to us with respect to infrastructure and administration for which we will pay $0.3 million per month for a period of five months, for a total of $1.5 million, following the date of the Transaction.receiving $1.9 million. We have recorded this obligation as a reductionloss from discontinued operations of $1.4 million, net of tax benefit, for the nine months ended September 30, 2020, to reflect the settlement of the value of the purchase price. In assessing the fair value of the services expected to be received by us versus those we expect to deliver to the buyer, we concluded that the transition service paymentsdispute. There were more closely aligned with the fair value of the assets sold versus the services received and thus should be part of the consideration reconciliation versus operating activities. As of September 30, 2017, $0.6 million has been paid to the buyer and the remaining $0.9 million is included in accrued liabilities at September 30, 2017. Our HSOR business accounted for 8.2% of revenues and 10.1% of our cost of revenuesno results from discontinued operations for the three months ended September 30, 2017,2020 and 16.1% of revenues and 18.5% of our costs of revenues2019 or for the nine months ended September 30, 2017.2019.
We have reported the results of operations of our HSOR business as discontinued operations in our consolidated financial statements. We allocated

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Ta portion of the consolidated tax (benefit)/expense to discontinued operations based on the ratio of the discontinued business's loss/(income) before allocations.bleofContents
The following table presents a summary of the transactions related to the sale.
 September 30, 2017
 (unaudited)
Sale price$33,500,000
Less: transition services payments(1,500,000)
Adjusted purchase price32,000,000
  
Assets held for sale(16,851,540)
Liabilities held for sale2,330,052
Transaction costs(873,473)
Income tax expense(1,508,373)
Gain on sale of discontinued operations$15,096,666

Assets and liabilities heldsale of the HSOR business for sale as of December 31, 2016 were as follows:

 December 31, 2016
  
Assets 
Current assets: 
Accounts receivable, net$4,028,713
Inventory1,521,400
Prepaid expenses and other current assets251,516
Total current assets5,801,629
Property and equipment, net3,298,151
Intangible assets, net5,314,046
Goodwill1,846,331
Other assets50,754
       Total non-current assets10,509,282
Total assets held for sale$16,310,911
Liabilities 
Current liabilities: 
Accounts payable$1,511,450
Accrued liabilities753,556
Deferred revenue111,697
Total current liabilities2,376,703
Long-term deferred rent84,555
       Total non-current liabilities84,555
Total liabilities held for sale$2,461,258
The key components of income from discontinued operations were as follows:
 Three Months Ended 
 September 30,		 Nine Months Ended September 30,
 2017 2016 2017 2016
 (unaudited) (unaudited)
Net revenues$1,041,310
 $3,433,767
 $6,356,237
 $13,178,475
Cost of revenues797,678
 2,182,495
 4,599,042
 8,687,783
Operating expenses447,854
 1,342,117
 2,750,951
 3,901,685
Other expenses—
 (1,608) —
 (36,644)
(Loss)/income before income taxes(204,222) (92,453) (993,756) 552,363
Allocated tax (benefit)/expense(349,515) (35,095) (349,515) 209,678
Operating income/(loss) from discontinued operations145,293
 (57,358) (644,241) 342,685
Gain on sale, net of related income taxes15,096,666
 —
 15,096,666
 —
Net income/(loss) from discontinued operations$15,241,959
 $(57,358) $14,452,425
 $342,685

For the nine months ended September 30, 20172020:
Nine Months Ended September 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

    Intangible assets, net at September 30, 2020 and 2016, cash flows (used in)/provided by operating activitiesDecember 31, 2019 consisted of the following:

September 30, 2020December 31, 2019
(in thousands)
Patent costs$5,582 $5,291 
Developed technology9,800 9,800 
In-process research & development1,580 1,580 
Customer base700 700 
Trade names and trademarks550 550 
18,212 17,921 
Accumulated amortization(9,019)(7,727)
$9,193 $10,194 

    Amortization expense for discontinued operations were $(0.8) millionthe three and $0.2 million, respectively. For the nine months ended September 30, 2017 and 2016, cash flows provided by/(used in) investing activities for discontinued operations were $27.12020 was $0.4 million and $(1.4)$1.3 million, respectively. Estimated aggregate amortization, based on the net value of intangible assets at September 30, 2020, for each of the next five years and beyond is as follows (amounts in thousands):

Year Ending December 31,
2020 - remaining 3 months$425 
20211,689 
20221,539 
20231,466 
20241,276 
2025 & beyond2,798 
Total$9,193 

3.Inventory
4.Goodwill

    Goodwill was approximately $10.5 million at September 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 market. We write down inventory for estimated obsolescence or unmarketable inventory in an amountnet realizable value.


equal to the difference between the cost of the inventory and the estimated market value based upon assumptions about future demand and market conditions.
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Components of inventory were as follows:
September 30,
2020		December 31,
2019
(in thousands)
Finished goods$2,211 $1,695 
Work-in-process1,238 1,008 
Raw materials8,264 7,591 
            Total inventory, net$11,713 $10,294 
 September 30,
2017		 December 31,
2016
 (unaudited)  
Finished goods$2,234,828
 $1,952,885
Work-in-process844,083
 714,867
Raw materials4,221,124
 4,181,083
Total inventory$7,300,035
 $6,848,835
4.6.Accrued Liabilities


Accrued liabilities at September 30, 20172020 and December 31, 20162019 consisted of the following:
September 30, 2020December 31, 2019
(in thousands)
Accrued compensation$5,829 $6,416 
Accrued professional fees44 113 
Accrued income tax0 716 
Current operating lease liability1,209 1,283 
Current finance lease liability18 50 
Royalties269 365 
Accrued liabilities - other347 426 
       Contingent liability - General Photonics0 1,000 
            Total accrued liabilities$7,716 $10,369 
7.Debt
 September 30, 2017 December 31, 2016 
 (unaudited)   
Accrued compensation$4,377,850
 $4,742,760
 
Income tax payable1,027,687
 —
 
Claims reserve1,727,123
 1,577,123
 
Transition services900,000
 —
 
Accrued sub-contracts581,544
 483,477
 
Accrued professional fees70,308
 67,719
 
Deferred rent141,500
 155,138
 
Royalties263,625
 345,895
 
Warranty reserve212,849
 185,125
 
Accrued liabilities - other284,068
 356,307
 
Total accrued liabilities$9,586,554
 $7,913,544
 

5.Debt
Silicon Valley Bank Facility
We currently havemaintained a Loan and Security Agreement with SVB (the "Credit Facility") under which as amended on May 8, 2015, we havehad a term loan with an original borrowing amount of $6.0 million (the “Original Term Loan”). The Original Term Loan is repayable in 48 monthly installments of $125,000, plus accrued interest payable monthly in arrears, and unless earlier terminated, is scheduled to mature in May 2020. The Original Term Loan carriescarried 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 September 30, 2020, 0 amounts have been borrowed under this Loan Agreement. We may prepay amountsamended and restated the Loan Agreement on October 8, 2020, as described in Note 14 - Subsequent Event.
    Amounts due under the Original Term Loan at any time, subjectAgreement 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 early termination fee ofaggregate book value up to 2% of the amount of prepayment.
In September 2015, we entered into the Waiver and Seventh$1.0 million. The Loan Modification Agreement which provided an additional $1 million of available financing for purchases of equipment through December 31, 2015, which we fully borrowed in December 2015 (the "Second Term Loan" and, together with the Original Term Loan, the "Term Loans"). The Second Term Loan also bears interest at a floating prime rate plus 2% and is to be repaid in 35 monthly installments of $27,778 plus accrued interest.
The Credit Facility requires us to maintain a minimum cash balance of $4.0 million and to maintain at each month end a ratio of cash plus 60% of accounts receivable greater than or equal to 1.5 times the outstanding principal of the Term Loans. The Credit Facility also requires us to observe a number of additionalfinancial 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 certain customary negative covenants. As of September 30, 2017, we were in compliance with all covenants under the Credit Facility.

Amounts due under the Credit Facility are secured by substantially all of our assets, including intellectual property, personal property and bank accounts. In addition, the Credit Facility contains customary events of default, including nonpayment of principal, interest or other amounts, violation of covenants, material adverse change, an event of default under any subordinated debt documents, incorrectness of representations and warranties in any material respect, bankruptcy, judgments in excess of a threshold amount, and violations of other agreements in excess of a threshold amount. 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 September 30, 2017,2020, 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 under Division A, Title I of the CARES Act, which was enacted March 27, 2020.
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On May 4, 2020, we returned the full amount of the proceeds of the Loan to SVB. The aggregate balance underdecision to return the Term Loans atproceeds 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 nine months ended September 30, 20172020 and December 31, 2016, was $2.9 million2019 consisted of the following:
 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2020201920202019
Interest expense on Term Loans$0 $0 $0 $8 
Amortization of debt issuance costs0 0 0 1 
Other interest expense1 4 2 6 
Total interest expense, net$1 $4 $2 $15 
8.Leases

    We recognize right-of-use ("ROU") assets and $4.3 million, respectively. The effective ratelease 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 Term Loan at September 30, 2017leases 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 3 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 6.25%.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.
The following table presents
    Our lease components included in the consolidated balance sheets were as follows:

Lease componentClassificationSeptember 30, 2020December 31, 2019
(in thousands)
Assets
ROU assets - operating leaseOther assets$7,785 $2,236 
ROU assets - finance leaseOther assets36 70 
   Total ROU assets$7,821 $2,306 
Liabilities
Current operating lease liabilityAccrued liabilities$1,209 $1,283 
Current finance lease liabilityAccrued liabilities18 50 
Long-term operating lease liabilityOther liabilities7,745 1,988 
Long-term finance lease liabilityOther liabilities16 23 
   Total lease liabilities$8,988 $3,344 

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

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2020201920202019
Operating lease costs$320 $407 $1,099 $1,214 
Variable rent costs155 (37)141 (110)
   Total rent expense$475 $370 $1,240 $1,104 


    Future minimum lease payments under non-cancelable operating and finance leases were as follows as of September 30, 2017 and December 31, 2016:2020 (amounts in thousands):

Operating LeasesFinance Leases
Year Ending December 31,
2020 - remaining 3 months$434 $14 
20211,721 11 
20221,657 10 
20231,616 5 
20241,274 0 
2025 and beyond4,633 0 
   Total future minimum lease payments11,335 40 
   Less: interest2,381 6 
     Total lease liabilities$8,954 $34 
Current lease liability$1,209 $18 
Long-term lease liability7,745 16 
   Total lease liabilities$8,954 $34 


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 September 30, 2017 December 31, 2016
 (unaudited)  
Silicon Valley Bank Term Loan$2,916,666
 $4,291,666
Less: unamortized debt issuance costs26,070
 38,301
Less: current portion1,833,333
 1,833,333
Total long-term debt$1,057,263
 $2,420,032
    Other information related to leases is as follows:

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except weighted-average data)2020201920202019
Finance lease cost:
   Amortization of right-of-use assets$7 $11 $35 $33 
   Interest on lease liabilities1 2 3 4 
Total finance lease cost$8 $13 $38 $37 
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows from operating leases$320 $407 $1,064 $1,214 
   Finance cash flows from finance leases$13 $13 $39 $27 
Right-of-use assets obtained in exchange for new operating lease liabilities$1,274 $0 $6,805 $0 
Right-of-use assets obtained in exchange for new finance lease liabilities$0 $0 $0 $15 
Weighted-average remaining lease term (years) - operating leases7.73.87.73.8
Weighted-average remaining lease term (years) - finance leases22.222.2
Weighted-average discount rate - operating leases6 %7 %6 %7 %
Weighted-average discount rate - finance leases7 %7 %7 %7 %
The schedule of remaining principal payments under our Term Loans as of
    At September 30, 2017 was as follows:2020, we had no additional operating or finance leases that had not yet commenced.



2017$458,333
20181,833,333
2019625,000
 $2,916,666
9.Capital Stock and Share-Based Compensation

6.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 and estimated post-employment termination behavior is based upon historical experience of homogeneous groups within our company. We also assume an expected dividend yield of zero0 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.

The fair values of stock options granted in each period presented were estimated using the following weighted-average assumptions:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Risk-free rate0.46 %— 0.69 %2.59 %
Expected volatility62.78 %— 62.84 %64.63 %
Expected term (in years)7— 77




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Stock Options
A summary of the stock option activity for the nine months ended September 30, 20172020 is presented below:
Options OutstandingOptions Exercisable
Options Outstanding Options ExercisableNumber 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)(in thousands, except share, per share and weighted-average data)
Number of
Shares
 Price per Share
Range		 
Weighted
Average
Exercise
Price
 
Aggregate
Intrinsic
Value (1)
 
Number of
Shares
 
Weighted
Average
Exercise
Price
 
Aggregate
Intrinsic
Value (1)
Balance, January 1, 20172,857,114
 $0.61 - $6.83 $1.89
 $107,063
 2,367,630
 $1.93
 $101,071
Balance, January 1, 2020Balance, January 1, 20203,160,397 $1.18 - $7.37$2.72 $14,460 1,835,799 $2.28 $9,198 
Granted80,000
 $1.51 - $1.54 $1.53
        Granted70,000 $6.27 - $7.59$6.65 
Exercised(31,953) $0.82 - $1.38 $0.95
        Exercised(688,495)$1.18 - $4.43$2.84 
Canceled(170,590) $1.40 - $6.83 $2.27
        Canceled(100,187)$1.27 - $4.75$3.33 
Balance, September 30, 20172,734,571
 $0.61 - $6.55 $1.87
 $585,292
 2,619,914
 $1.88
 $555,926
Balance, September 30, 2020Balance, September 30, 20202,441,715 $1.18 - $7.59$2.77 $7,971 1,396,231 $2.18 $5,323 
 

(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.
(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 September 30, 2017,2020, the outstanding stock options to purchase an aggregate of 2.72.4 million shares had a weighted-average remaining contractual term of 4.46.3 years, and the exercisable stock options to purchase an aggregate of 2.61.4 million shares had a weighted-average remaining contractual term of 4.34.8 years. The fair value of shares underlying vested options was $8.3 million at September 30, 2020. The fair value of shares underlying options exercised during the nine months ended September 30, 2020 was $4.1 million.
For the nine months ended September 30, 20172020 and 20162019 we recognized $0.5$1.5 million and $0.7$1.1 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 $0.1$2.4 million in share-based compensation expense over the weighted-average remaining service period of 1.82.2 years for stock options outstanding as of September 30, 2017.2020.


Restricted Stock and Restricted Stock Units

Historically, we have granted shares of restricted stock to certain employees that have vested in 3 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 nine months ended September 30, 2020, we granted an aggregate of 138,650 RSUs to certain employees. Of the RSUs granted during the nine months ended September 30, 2020, 76,700 of such RSUs are subject to time-based vesting and are scheduled to vest in 3 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 nine months ended September 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 nine months ended September 30, 2020, we granted 10,652 RSUs to certain non-employee members of our Board of
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Directors in respect of the annual equity grants pursuant to our non-employee director compensation policy. During the nine months ended September 30, 2020, 11,600 RSUs issued pursuant to our non-employee director compensation policy vested.

Unamortized restricted stock and RSUs expense at September 30, 2020 that will amortize over the weighted-average remaining service period of 1.4 years totaled $1.4 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: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 $1,667 
Granted149,302 6.48 967 
Vested(205,267)2.86 (587)
Balance, September 30, 2020446,137 $4.58 $2,047 
 Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Value of Unvested Shares
Balance, January 1, 2017829,998
 $1.19
 $988,763
Granted428,865
 $1.54
 660,752
Vested(442,498) $1.20
 (531,853)
Repurchased—
 $—
 —
Forfeitures(51,667) $1.14
 (58,917)
Balance, September 30, 2017764,698
 $1.38
 $1,058,745


Employee Stock Purchase Plan
Restricted Stock Units
We issue restricted stock units ("RSUs"), to our non-employee directors for service onOn April 7, 2020, our board of directors. Underdirectors approved, and on May 11, 2020, our non-employee director compensation policy, continuing non-employee directors receive an annual RSU grant atstockholders approved, the timeLuna 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 our annual meetingshares of stockholders, which grant vestscommon stock purchasable either with a percentage or with a maximum dollar amount, as designed by the Board of Directors, during the period that begins on the earlieroffering 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 one year anniversarydiscount 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. For the three and nine months ended September 30, 2020 we recognized $0.1 million in share-based compensation expense related to the 2020 ESPP, which is included in our selling, general and administrative expense in the accompanying statement of the grant or the following annual meeting of stockholders. Under ouroperations.
Non-employee Director Deferred Compensation Plan
We maintain a non-employee director deferred compensation plan as amended (the "NEDCP"“Deferred Compensation Plan”) that permits our non-employee directors may alsoto 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 receive their annualdefer cash retainersfees to which they were entitled for board and committee serviceservice. For participating directors, in RSUs which are issued quarterly andlieu 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, uponalthough 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 issuance, subject to deferred settlement in accordance withgrant or the NEDCP.next annual stockholders' meeting.






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The following is a summary of our RSUstock unit activity under the Deferred Compensation Plan for the nine months ended September 30, 2017:2020:
(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 
  Granted47,015 6.70 281 
  Issued(47,377)1.65 0 
Balance, September 30, 2020628,641 $2.37 $3,759 
 Number of RSUs   Intrinsic Value
 Issued Unvested Weighted Average Grant Date Fair Value per Share Outstanding Unvested
Balance, January 1, 2017393,012
 —
 $1.37 $577,728
 $—
  Granted55,748
 —
 $1.57    
  Vested—
 —
 $0.00    
  Forfeitures—
 —
 $0.00    
  Converted—
 —
 $0.00    
Balance, September 30, 2017448,760
 —
 $1.39 $758,404
 $—

As of September 30, 2020, 24,855 of the outstanding stock units had not yet vested.
The following table details our equity transactions during the nine months ended September 30, 2017:2020:
 Preferred StockCommon StockTreasury StockAdditional
Paid-in
Capital		Accumulated DeficitTotal
 Shares$Shares$Shares$$$$
(in thousands, except share data)
Balance, January 1, 2020, as previously reported0 $0 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 — — — 502 — 502 
Net income— — — — — — — (1,116)(1,116)
Forfeitures of restricted stock— — (34,700)— — — (276)— (276)
Balance, March 31, 20200 $0 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, 20200 $0 30,797,535 $32 1,672,741 $(4,541)$90,305 $(15,995)$69,801 
Exercise of stock options— — 25,530 1 — — 33 — 34 
Share-based compensation— — — — — — 571 — 571 
Net income— — — — — — — 3,102 3,102 
Forfeitures of restricted stock— — 14,700 — — — 125 — 125 
Purchase of treasury stock— — (14,700)— 14,700 (125)— — (125)
Balance, September 30, 20200 $0 30,823,065 $33 1,687,441 $(4,666)$91,034 $(12,893)$73,508 
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 Preferred Stock Common Stock Treasury Stock 
Additional
Paid-in
Capital
 Shares $ Shares $ Shares $ $
Balance, January 1, 20171,321,514
 1,322
 27,541,277
 28,600
 446,827
 (517,987) 82,451,958
Exercise of stock options—
 —
 31,953
 32
 —
 —
 819
Share-based compensation—
 —
 299,000
 299
 —
 —
 476,128
Non-cash compensation—
 —
 135,497
 136
 —
 —
 178,035
Stock dividends to Carilion Clinic(1)
—
 —
 —
 59
 —
 —
 97,271
Forfeitures of restricted stock grants—
 —
 (51,667) (52) —
 —
 —
Repurchase of common stock—
 —
 (141,000) —
 141,000
 (228,020) 52
Balance, September 30, 20171,321,514
 1,322
 27,815,060
 29,074
 587,827
 (746,007) 83,204,263
(1)
The stock dividends payable in connection with Carilion Clinic’s Series A Preferred Stock will be issued subsequent to September 30, 2017. For the period from January 12, 2010, the original issue date of the Series A Preferred Stock, through September 30, 2017, the Series A Preferred Stock issued to Carilion has accrued $1,110,773 in dividends. The accrued and unpaid dividends as of September 30, 2017 will be paid by the issuance of 611,870 shares of our common stock upon Carilion’s written request.
Stock Repurchase ProgramThe following table details our equity transactions during the nine months ended September 30, 2019:
In May 2016,
 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 
Exercise of stock options— — 83,204 1 — — 70 — 71 
Share-based compensation— — 16,286 — — — 420 — 420 
Stock dividends to Carilion Clinic— — 770,454 — — — 113 (113)— 
Preferred stock to common stock conversion(1,321,514)(1)1,321,514 1 — — — — — 
Net income— — — — — — — 1,230 1,230 
Purchase of treasury stock— — (333,953)— 333,953 (2,000)— — (2,000)
Balance, September 30, 20190 $0 30,158,271 $32 1,639,791 $(4,337)$87,609 $(18,394)$64,910 





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10.Revenue Recognition

Disaggregation of Revenue

We disaggregate our boardrevenue from contracts with customers by geographic locations, customer type, contract type, timing of directors authorized us to repurchase up to $2.0 millionrecognition, and major categories for each of our common stock through May 31, 2017. As of May 31, 2017,segments, as we had repurchased a total of 205,500 shares for an aggregate purchase price of $0.2 million under this stock repurchase program, after which this stock repurchase program expired.

In September 2017, our board of directors re-institutedbelieve it best depicts how the stock repurchase programnature, amount, timing and authorized us to repurchase up to $2.0 millionuncertainty of our common stock throughrevenue 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.










































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

Three Months Ended September 30,
20202019
(in thousands)LightwaveLuna LabsTotalLightwaveLuna LabsTotal
(unaudited)
Total Revenue by Geographic Location
United States$8,729 $5,700 $14,429 $7,086 $5,301 $12,387 
Asia4,532 0 4,532 3,729 0 3,729 
Europe1,694 0 1,694 1,912 0 1,912 
Canada, Central and South America319 0 319 219 0 219 
All Others76 0 76 142 0 142 
Total$15,350 $5,700 $21,050 $13,088 $5,301 $18,389 
Total Revenue by Major Customer Type
Sales to the U.S. government$2,599 $5,287 $7,886 $2,793 $4,879 $7,672 
U.S. direct commercial sales and other6,130 413 6,543 4,293 422 4,715 
Foreign commercial sales & other6,621 0 6,621 6,002 0 6,002 
Total$15,350 $5,700 $21,050 $13,088 $5,301 $18,389 
Total Revenue by Contract Type
Fixed-price contracts$14,717 $3,349 $18,066 $12,166 $3,215 $15,381 
Cost-type contracts633 2,351 2,984 922 2,086 3,008 
  Total$15,350 $5,700 $21,050 $13,088 $5,301 $18,389 
Total Revenue by Timing of Recognition
Goods transferred at a point in time$12,987 $314 $13,301 $11,229 $408 $11,637 
Goods/services transferred over time2,363 5,386 7,749 1,859 4,893 6,752 
Total$15,350 $5,700 $21,050 $13,088 $5,301 $18,389 
Total Revenue by Major Products/Services
Technology development$2,040 $5,386 $7,426 $1,602 $4,893 $6,495 
Test, measurement and sensing systems12,987 0 12,987 11,234 0 11,234 
Other323 314 637 252 408 660 
Total$15,350 $5,700 $21,050 $13,088 $5,301 $18,389 




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Nine Months Ended September 30,
20202019
(in thousands)LightwaveLuna LabsTotalLightwaveLuna LabsTotal
(unaudited)
Total Revenue by Geographic Location
United States$21,622 $16,929 $38,551 $19,120 $15,907 $35,027 
Asia11,857 0 11,857 9,451 0 9,451 
Europe5,261 0 5,261 5,343 0 5,343 
Canada, Central and South America782 0 782 936 0 936 
All Others315 0 315 279 0 279 
Total$39,837 $16,929 $56,766 $35,129 $15,907 $51,036 
Total Revenue by Major Customer Type
Sales to the U.S. government$6,119 $15,399 $21,518 $6,980 $14,658 $21,638 
U.S. direct commercial sales and other15,503 1,530 17,033 12,140 1,249 13,389 
Foreign commercial sales & other18,215 0 18,215 16,009 0 16,009 
Total$39,837 $16,929 $56,766 $35,129 $15,907 $51,036 
Total Revenue by Contract Type
Fixed-price contracts$37,667 $9,615 $47,282 $32,823 $9,291 $42,114 
Cost-type contracts2,170 7,314 9,484 2,306 6,616 8,922 
Total$39,837 $16,929 $56,766 $35,129 $15,907 $51,036 
Total Revenue by Timing of Recognition
Goods transferred at a point in time$34,023 $1,148 $35,171 $29,308 $995 $30,303 
Goods/services transferred over time5,814 15,781 21,595 5,821 14,912 20,733 
Total$39,837 $16,929 $56,766 $35,129 $15,907 $51,036 
Total Revenue by Major Products/Services
Technology development$5,275 $15,781 $21,056 $4,665 $14,912 $19,577 
Test, measurement and sensing systems34,023 0 34,023 29,323 0 29,323 
Other539 1,148 1,687 1,141 995 2,136 
Total$39,837 $16,929 $56,766 $35,129 $15,907 $51,036 











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Contract Balances

Our stock repurchase program doescontract 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 obligate usbe 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 nine months ended September 30, 2020, net contract assets/(liabilities) increased $1.8 million, due primarily to acquire any specific numberan 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 increase is also attributable to subcontractor work that has been performed but not yet invoiced.

The following table shows the components of shares. Underour contract balances as of September 30, 2020 and December 31, 2019:

(in thousands)September 30, 2020December 31, 2019
Contract assets$4,796 $3,208 
Contract liabilities3,721 3,888 
   Net contract liabilities$1,075 $(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 program, shares mayamount 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 $21.6 million at September 30, 2020. We expect to satisfy 27% of the performance obligations in 2020, 45% in 2021 and the remainder by 2024. The approximate value of our Luna Labs segment's unfulfilled performance obligations was $24.4 million at September 30, 2020. We expect to satisfy 24% of the performance obligations in 2020, 53% in 2021 and the remainder by 2023.


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 nine months ended September 30, 2020, our effective income tax rate was (5.66)% compared to (67.92)% for the nine months ended September 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, as well as claiming R&D credit not previously claimed.

    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 and benefit for R&D credits.

    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 repurchasedused to offset taxable income in privately negotiatedthe 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 open market transactions, including under plans complying with Rule 10b5-1 undersome portion of the Securities Exchange Act of 1934, as amended.DTAs will be realized in the future.  As of September 30, 2017,2020, our valuation allowance was $0.4 million, which related to our dormant entities.

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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.
12.Reportable Segments

We have 2 operating and reportable segments: Lightwave and Luna Labs.

During the three months ended June 30, 2020, we had repurchased a total of 50,100 shareschanged 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 2 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 an aggregate purchase price of $0.1 million under this stock repurchase program. We currently maintain all repurchased shares under these stock repurchase programs as treasury stock.comparability.

7.Operating Segments
Our operations are divided into two operating segments—“Technology Development” and “Products and Licensing”.
The Technology DevelopmentLightwave segment providesdevelops, manufactures and markets distributed fiber optic sensing products and fiber optic communications test and control products. The Luna Labs segment performs applied research to customersprincipally in ourthe areas of focus. Our engineerssensing and scientists collaborate with our network of government, academicinstrumentation, advanced materials and industry experts to identify technologies and ideas with promising market potential. We then compete to win fee-for-service contracts from government agencies and industrial customers who seek innovative solutions to practical problems that require new technology. The Technology Development segment derives its revenues primarily from services.health sciences.
The Products and Licensing segment derives its revenues from product sales, funded product development and technology licenses.
Through September 30, 2017,2020, our Chief Executive Officer and his direct reports collectively(collectively represented our chief operating decision makers, and theyCODM), 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 20, 2017)13, 2020).


The table below presents revenues and operating income/(loss) for reportable segments:

 Three Months Ended 
 September 30,		  Nine Months Ended 
 September 30,
 2017 2016  2017 2016
 (unaudited)  (unaudited)
Revenues:        
Technology development$4,590,054
 $4,118,245
  $13,428,428
 $11,772,731
Products and licensing7,052,094
 7,066,908
  19,593,648
 18,301,631
Total revenues$11,642,148
 $11,185,153
  $33,022,076
 $30,074,362
Technology development operating income/(loss)$182,776
 $139,134
  $(77,323) $(253,833)
Products and licensing operating income/(loss)260,100
 (409,835)  (74,758) (2,699,294)
Total operating income/(loss)$442,876
 $(270,701)  $(152,081) $(2,953,127)
Depreciation, technology development$87,389
 $87,884
  $267,282
 $264,549
Depreciation, products and licensing$117,219
 $300,530
  $688,700
 $827,661
Amortization, technology development$28,935
 $23,651
  $95,540
 $141,490
Amortization, products and licensing$247,522
 $486,209
�� $1,178,113
 $1,526,177
Products and licensing depreciation includes amounts from discontinued operations of $0.1 million and $0.2 million for the three months ended September 30, 2017 and 2016, respectively. Products and licensing amortization includes amounts from discontinued operations of $0.1 million and $0.4 million for the three months ended September 30, 2017 and 2016, respectively. Products and licensing depreciation includes amounts from discontinued operations of $0.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively. Products and licensing amortization includes amounts from discontinued operations of $0.9 million and $1.2 million for the nine months ended September 30, 2017 and 2016, respectively.

 Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in thousands)(unaudited)(unaudited)
Revenues:
     Lightwave$15,350 $13,088 $39,837 $35,129 
     Luna Labs5,700 5,301 16,929 15,907 
          Total revenues$21,050 $18,389 $56,766 $51,036 
     Lightwave operating income$2,509 $859 $3,654 $667 
     Luna Labs operating income(257)623 798 932 
          Total operating income$2,252 $1,482 $4,452 $1,599 
Depreciation, Lightwave$272 $192 $689 $599 
Depreciation, Luna Labs$41 $40 $115 $106 
Amortization, Lightwave$417 $425 $1,231 $1,078 
Amortization, Luna Labs$33 $12 $91 $52 
The table below presents assets for reportable segments:
September 30,
2020		December 31,
2019
(in thousands)(unaudited)
Total segment assets:
Lightwave$72,688 $70,276 
Luna Labs23,195 16,248 
Total assets$95,883 $86,524 
Property plant and equipment, and intangible assets, Lightwave$21,303 $23,201 
Property plant and equipment, and intangible assets, Luna Labs$543 $1,001 

22
 September 30,
2017		 December 31,
2016
 (unaudited)  
Total segment assets:   
Technology development$30,738,481
 $16,923,090
Products and licensing35,870,670
 38,073,883
Total assets$66,609,151
 $54,996,973
Property plant and equipment, and intangible assets, technology development$2,427,556
 $2,602,803
Property plant and equipment, and intangible assets, products and licensing$4,484,498
 $4,749,144
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There are no material inter-segment revenues for any period presented. Total assets for September 30, 2017 include proceeds from the sale of HSOR in the amount of $33.5 million (which includes a long term receivable of $4.0 million) allocated evenly between the two segments. For December 31, 2016, the products and licensing segment assets include assets held for sale in the amount of $16.3 million. Property plant and equipment, and intangible assets excludes HSOR amounts for September 30, 2017 and December 31, 2016.
The U.S. government accounted for 45%37% and 39%42% of total consolidated revenues for the three months ended September 30, 20172020 and 2016,2019, respectively, and for 45%38% and 42% of total consolidated revenues for the nine months ended September 30, 20172020 and 2016,2019, respectively.
International revenues (customers outside the United States) accounted for 19% and 15%31% of total consolidated revenues for both the three months ended September 30, 20172020 and 2016, respectively,2019 and 20%32% and 18%31% of the total consolidated revenues for the nine months ended September 30, 20172020 and 2016,2019, respectively. NoCustomers in China represented 11% of total revenues in both the three and nine months ended September 30, 2020, while no other single country, outside of the United States, represented more than 10% of total revenues in the three and nine months ended September 30, 20172019.

13.Commitments and 2016.Contingencies

8.Contingencies and Guarantees
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 September 2014,December 2018, we received a preliminary audit reportnotice of claim (the "Claim") from the Defense Contract Audit Agency (the "DCAA"Macom Technology Solutions, Inc. ("Macom"), with respectwho acquired our HSOR business in August 2017 pursuant to our 2007 incurred cost submissionan 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 questioning $0.8placed $4.0 million of claimed costs that the DCAA believes are expressly unallowable underpurchase price into an escrow account for the Federal Acquisition Regulationspotential 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 therefore, subjectMacom receiving $1.9 million. For the nine months ended September 30, 2020, 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 penalty. In June 2015, we received from the Defense Contract Management Agency ("DCMA") a final determination and demand for payment of penalties, interest, and over billing in the aggregate amount of $1.1 million. In July 2015, we filed an appeal with the Armed Services Board of Contract Appeals ("ABSCA").  In January 2017, a hearing was held before the ASBCA. No ruling has yet been issued with respect to our appeal. In April 2017, we made a settlement offer of $150,000adjustment to the DCMA,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 we have accrued that amounttest equipment focused on the generation, measurement and control of polarized light critical in our financial statements asfiber 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 September 30, 2017. The DCMA notified us2020, the $1.0 million in May 2017 that itadditional cash consideration has declined our settlement offer. The appeals process remains ongoing.been paid as a result of the successful completion of the earn-out provision.
InWe executed non-cancelable purchase orders totaling $1.5 million in the third quarter of 2016 we executed two non-cancelable purchase orders totaling $1.4 million2020 for multiple shipments of tunable lasers to be delivered over an 18-month period. At September 30, 2017,2020, approximately $0.3$1.4 million of this commitmentthese commitments remained and isare expected to be delivered by February 28, 2018.December 31, 2021.
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 October 8, 2020, we entered into an Amended and Restated Loan and Security Agreement (the “A&R Loan Agreement”) with SVB, which amended and restated in its entirety our previous Loan and Security Agreement dated as of October 10, 2019, as amended (see Note 7). Under the A&R Loan Agreement, SVB agreed to make advances available up to $10.0 million (the “A&R Revolving Line”). If we borrow from the A&R 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 .50% or (ii) 4.75%.
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Amounts borrowed under the A&R Revolving Line may be repaid and, prior to the A&R Revolving Line Maturity Date (defined below), reborrowed. The Revolving Line terminates on October 10, 2021 (the “A&R Revolving Line Maturity Date”), unless earlier terminated by us. No amounts have been borrowed under this A&R Loan Agreement.

Amounts due under the A&R Loan Agreement are secured by our assets, including all personal property and bank accounts; however, intellectual property is not secured under the Loan Agreement. 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 A&R Loan Agreement), protection and registration of intellectual property rights and customary negative covenants.

On October 29, 2020, we acquired a small company that develops and manufactures fiber optic test and measurement equipment and advanced fiber optic subsystems primarily for telecommunication and radio-over-fiber applications. The company's acquired operations will be integrated into, and reported as a part of, our Lightwave division. This acquisition supports our growth strategy in the communications test arena.

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 unique capabilities in high performance fiber optic test, measurement and control products for the telecommunications industry,and photonics industries and distributed fiber optic sensing products for industries utilizing composite and other advanced materials, such as the automotive, aerospace, energy and automotive industries, and custom optoelectronic components and subsystems.infrastructure industries. Our distributed fiber optic sensing products provide criticalhelp designers and manufacturers more efficiently develop new and innovative products by providing valuable information such as highly detailed stress, strain, and temperature information to designers and manufacturers working with advanced materials. Our custom optoelectronicmeasurements of a new design or manufacturing process. In addition, our distributed fiber optic sensing products are soldused to scientific instrumentation manufacturers for various applicationsmonitor the structural integrity or operational health of critical assets, including large civil structures such as metrology, missile guidance, flame monitoring,bridges.
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Our communications test and temperature sensing. In addition, wecontrol 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, sensing,optical technologies and healthcare applications.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 main businessreporting segments, the Lightwave segment and the Luna Labs segment.

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 the 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 Products and LicensingLightwave segment develops, manufactures and markets distributed fiber optic sensing products as well as test & measurement products, and also conducts applied research in the fiber optic sensing area for both corporatecommunications test and government customers.control products. We are continuingcontinue to develop and commercialize our fiber optic technology for strain and temperature sensing applications for the aerospace, automotive, energy, and energyinfrastructure as well as for test and measurement applications in the telecommunications and data communications industries. Our ProductsLightwave segment also performs applied research principally in the areas of optical and Licensingterahertz technologies. Our Lightwave segment revenues represented 61%73% and 63%71% of our total revenues for the three months ended September 30, 20172020 and 2016,2019, respectively, and 59%70% and 61%69% of our total revenues for the nine months ended September 30, 20172020 and 2016,2019, respectively. The change in revenue mix was primarily a result of continued growth of our Technology Development business segment. The approximate value of our Products and Licensing segment backlog was $6.9 million at September 30, 2017 and $7.2 million at December 31, 2016.

The Technology Development segment performs applied research principally in the areas of sensing and instrumentation, advanced materials and health sciences. This segment comprised 39% and 37% of total revenues for the three months ended September 30, 2017 and 2016, respectively, and 41% and 39% of our total revenues for the nine months ended September 30, 2017 and 2016, respectively. Most of the government funding for our Technology Development segment is derived from the Small Business Innovation Research ("SBIR") program coordinated by the U.S. Small Business Administration ("SBA"). The Technology Development segment revenues have historically accounted for a large portion of total revenues, and we expect that they will continue to represent a significant portion of total revenues for the foreseeable future. The Technology DevelopmentLightwave segment revenues were $4.6$15.4 million and $4.1$13.1 million for the three months ended September 30, 20172020 and 2016,2019, respectively, and $13.4$39.8 million and $11.8$35.1 million for the nine months ended September 30, 20172020 and 2016,2019, respectively. Within
    Revenues from product sales are mostly derived from the Technology Development segment,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 historically hadbeen successful in licensing certain technologies in past years, we do not expect license revenues to represent a backlog of contracts for which work has been scheduled, but for which a specifiedsignificant portion of work has not yet been completed.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 Technology DevelopmentLightwave segment backlog was $27.3$21.6 million at September 30, 20172020 and $17.6$16.1 million at December 31, 2016.2019. The backlog at September 30, 2020 is expected to be recognized as revenue in the future as follows:
Revenues from product sales have historically been mostly derived from
(in thousands)20202021202220232024 and beyondTotal
Lightwave
  Funded$2,669 $4,862 $629 $— $— $8,160 
  Unfunded$3,205 $4,780 $3,839 $1,617 $30 $13,471 
    The Luna Labs segment performs applied research principally in the sales of our optoelectronic components and from the salesareas of sensing systems and products that make use of light-transmitting optical fibers, or fiber optics. We continue to invest in product developmentinstrumentation, advanced materials and commercialization, which we anticipate will lead to increased product sales growth. Although we have been successful in licensing certain technology in past years, we do not expect license revenues to represent a significant portion of revenues in the near term. Over time, however, we do intend to gradually increase such revenues. In the near term, we expect revenues from product saleshealth sciences. This segment comprised 27% and product development to be primarily in areas associated with our fiber optic instrumentation, test & measurement and sensing platforms. In the long term, we expect that revenues from product sales will represent a larger portion29% of our total revenues for the three months ended September 30, 2020 and 2019, respectively, and 30% and 31% of our total revenues for the nine months ended September 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 $5.7 million and $5.3 million for the three months ended September 30, 2020 and 2019, respectively, and $16.9 million and $15.9 million for the nine months ended September 30, 2020 and 2019, respectively.
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    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 $24.4 million at September 30, 2020 and $31.3 million at December 31, 2019. The backlog at September 30, 2020 is expected to be recognized as revenue in the future as follows:
(in thousands)20202021202220232024 and beyondTotal
Luna Labs
  Funded$5,464 $11,565 $4,093 $491 $— $21,613 
  Unfunded$342 $1,374 $1,095 $— $— $2,811 
    On March 1, 2019, we developacquired all of the outstanding stock of General Photonics Corporation ("GP"), a leading provider of innovative components, modules and commercialize new products, we expect these revenues will reflecttest 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 broader and more diversified mixresult of products.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.
Reductions in government spending may
Description of Revenues, Costs and Expenses
Impact of COVID-19 Pandemic
    The broader impact of the availability of new program awards in the future. For example, the Budget Control Act commits the U.S. government to reduce the federal deficit by $1.2 trillion over ten years through a combination of automatic, across-the-board spending cuts and capsCOVID-19 pandemic on discretionary spending, or sequestration. Automatic across-the-board cuts required by sequestration could have a material adverse effect on our Technology Development segment revenues and, consequently, our results of operations.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 exact mannerimpact 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 which sequestrationcases where there were delays we relied on our inventory of components to continue production. There is no guarantee we will impactbe able to manage through future delays in our business is unclear, fundingsupply chain. See “Risk Factors” for programs in whichfurther 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 participate could be reduced, delayedreceive from sales of our products or canceled. Our ability to obtain new contract awards also could be negatively affected.
Recent Developments
On August 9, 2017, we sold our assets associated with the high speed optical receiver ("HSOR") businessdevelopment of products for third parties and, to a third party, for total cash consideration of $33.5 million, including $29.5 million received at closing and $4.0 million placed into escrow until December 15, 2018 for possible working capital adjustmentslesser extent, fees paid to the purchase price and potential satisfactionus in connection with licenses or sub-licenses of certain post-closing indemnification obligations. As part of the transaction, the buyer also hired 49patents and other intellectual property, and represented 73% and 71% of our employees who were engaged in the development, manufacture, and sale of HSOR products in addition to certain corporate administrative functions. The buyer will provide certain transition services to us with respect to infrastructure and administration for which we will pay $0.3 million per month for a period of five months following the date of the transaction. We have recorded this obligation as a reduction of the value of the purchase price. As of September 30, 2017, $0.6 million has been paid to the buyer and the remaining $0.9 million is included in our accrued liabilities.
Ourtotal revenues recognized related to the HSOR business were $1.0 million and $3.4 million for the three months ended September 30, 20172020 and 2016,2019, respectively, and $6.4 million70% and $13.2 million69% of our total revenues for the nine months ended September 30, 20172020 and 2016,2019, respectively.
Our sale of the HSOR business has significantly increased our capital resources, and we currently intend to use a portion of the proceeds from the sale to invest in expanding our fiber optic sensing business. However, the sale of the HSOR business is expected to result in lower revenues, primarily from reduced product sales, than we have experienced in prior periods until, if

ever, we can increase revenues from our remaining businesses significantly. As a result, we may incur greater net losses and reduced cash flows from operations than we have in recent periods.
Description of Revenues, Costs and Expenses
Revenues
We generate revenues from technology development, product sales and commercial product development and licensing activities.    We derive Technology DevelopmentLuna 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 Technology DevelopmentLuna Labs segment revenues represented 39%27% and 37%29% of total revenues for the three months ended September 30, 20172020 and 2016,2019, respectively, and 41%30% and 39%31% of our total revenues for the nine months ended September 30, 20172020 and 2016,2019, respectively.
The Products and Licensing 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 61% and 63% of our total revenues for the three months ended September 30, 2017 and 2016, respectively, and 59% and 61% of our total revenues for the nine months ended September 30, 2017 and 2016, respectively. Product and licensing revenues decreased as a percentage of our total revenues primarily a result of continued growth of our Technology Development business segment during the three and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016.
Cost of Revenues
Cost of revenues associated with our Technology Development segment revenues consists of costs associated with performing the related research activities including direct labor, amounts paid to subcontractors and overhead allocated to Technology Development segment activities.
Cost of revenues associated with our Products and LicensingLightwave 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.

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    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 option grants,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, salaries, bonuses and related benefits of personnel engaged in our own research and development beyond the scope and activities of our Technology DevelopmentLuna 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 capitalfinance 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, 2016,2019, as filed with the Securities and Exchange Commission ("SEC") on March 20, 2017. Effective January 1, 2017, we adopted Accounting Standards Update ("ASU") No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The amendments apply to several aspects of accounting for share-based compensation including the recognition of excess tax benefits and deficiencies and their related presentation in the statement of cash flows as well as accounting for forfeitures. The adoption of ASU No. 2016-09 did not have a significant impact on our financial condition, results of operations or cash flows. There have been no other material changes to the description of our critical accounting policies as described in our Form 10-K as filed with the SEC on March 20, 2017.13, 2020.
Results of Operations
Three Months Ended September 30, 20172020 Compared to Three Months Ended September 30, 20162019
Revenues
 Three Months Ended September 30,
(in thousands)20202019$ Difference% Difference
Revenues:
     Lightwave$15,350 $13,088 $2,262 17 %
     Luna Labs5,700 5,301 399 8 %
          Total revenues$21,050 $18,389 $2,661 14 %
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 Three Months Ended September 30,    
 2017 2016 $ Difference % Difference
Revenues:       
Technology development$4,590,054
 $4,118,245
 $471,809
 11 %
Products and licensing7,052,094
 7,066,908
 (14,814) 0 %
Total revenues$11,642,148
 $11,185,153
 $456,995
 4 %
    Our Lightwave segment included revenues from sales of test and measurement systems, primarily representing sales of our Optical Backscatter Reflectometer, ODiSI, Optical Vector Analyzer platforms, optical components and sub-assemblies and sales of our Hyperion platforms. Lightwave segment revenues for the three months ended September 30, 2020 increased $2.3 million, or 17%, to $15.4 million compared to $13.1 million for the three months ended September 30, 2019.
The increase for the three months ended September 30, 2020, compared to the three months ended September 30, 2019, resulted primarily from growth in sales of our sensing and communications testing products.
Revenues from our Technology DevelopmentLuna Labs segment for the three months ended September 30, 20172020 increased $0.5$0.4 million, or 11%8%, to $4.6$5.7 million compared to $4.1$5.3 million for the three months ended September 30, 2016.2019. The increase in Technology DevelopmentLuna Labs segment revenues continues a growth trend experienced throughout 2016over 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 September 30, 2020, compared to the three months ended September 30, 2019, was realized primarily in our advanced materials group. As Phase 2, second Phase 2 and into 2017non-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 September 30,
(in thousands)20202019$ Difference% Difference
Cost of revenues:
     Lightwave$5,670 $5,449 $221 4 %
     Luna Labs4,431 3,665 766 21 %
          Total cost of revenues10,101 9,114 987 11 %
Gross profit$10,949 $9,275 $1,674 18 %
    The cost of Lightwave segment revenues increasedby $0.2 million, or 4%, to $5.7 million for the three months ended September 30, 2020, compared to $5.4 million for the three months ended September 30, 2019. This increase in cost of revenues resulted from higher sales volume in our sensing and communications testing products.
    The cost of Luna Labs segment revenues for the three months ended September 30, 2020 increased $0.8 million, or 21%, to $4.4 million compared to $3.7 million for the three months ended September 30, 2019. The increase in cost of Luna Labs segment revenues was primarily attributable to third-party subcontracted services associated with performing our awarded contracts and was consistent with the rate of revenue growth for this business segment. The increase in cost of revenues is also attributable to overhead expenses incurred in order to consolidate segment operations.
    Our overall gross margin increased to 52% for the three months ended September 30, 2020, compared to 50% for the three months ended September 30, 2019, primarily as a result of our revenue mix, with Lightwave segment revenues, which generally have stronger margins, representing a larger portion of our total revenues during the three months ended September 30, 2020.
Operating Expense
 Three Months Ended September 30,
(in thousands)20202019$ Difference% Difference
Operating expense:
Selling, general and administrative$6,505 $5,746 $759 13 %
Research, development and engineering1,616 2,047 (431)(21)%
Loss on sale of property and equipment576 — 576 100 %
            Total operating expense$8,697 $7,793 $904 12 %
    Our selling, general and administrative expense increased $0.8 million, or 13%, to $6.5 million for the three months ended September 30, 2020, compared to $5.7 million for the three months ended September 30, 2019. Selling, general and administrative expense increased primarily due to the additional selling related expenses as a result of increased revenues, increased depreciation on acquired fixed assets and share-based compensation related to the recent implementation of our ESPP.
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    Research, development and engineering expense decreased $0.4 million, or 21%, to $1.6 million for the three months ended September 30, 2020, compared to $2.0 million for the three months ended September 30, 2019. Research, development and engineering expense decreased due to additional expenses incurred related to product improvements in our Lightwave segment for the three months ended September 30, 2019 that did not reoccur during the three months ended September 30, 2020.
The loss on sale of property and equipment was primarily due to the sale of one of our buildings and other fixed assets in order to consolidate operations in our Luna Labs operating segment.
Income from Continuing Operations Before Income Tax
    During the three months ended September 30, 2020, we recognized income from continuing operations before income taxes of $2.3 million compared to income from continuing operations before income taxes of $1.6 million for the three months ended September 30, 2019.
Income Tax (Benefit)/Expense
    For the three months ended September 30, 2020, we recognized an income tax benefit from continuing operations of $0.8 million, compared to an income tax expense from continuing operations of $0.3 million for the three months ended September 30, 2019, respectively. The income tax benefit for the three months ended September 30, 2020 is related to R&D tax credits.     

Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019
Revenues
 Nine Months Ended September 30,
(in thousands)20202019$ Difference% Difference
Revenues:
     Lightwave$39,837 $35,129 $4,708 13 %
     Luna Labs16,929 15,907 1,022 6 %
          Total revenues$56,766 $51,036 $5,730 11 %

    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 nine months ended September 30, 2020 increased $4.7 million, or 13%, to $39.8 million compared to $35.1 million for the nine months ended September 30, 2019. The increase for the nine months ended September 30, 2020, compared to the nine months ended September 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 $1.0 million, or 6%, to $16.9 million for the nine months ended September 30, 2020, compared to $15.9 million for the nine months ended September 30, 2019. The increase for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 continues a growth trend experienced over the past few years largely driven by successes in Phase 2 SBIR awards. The increase for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 was realized primarily in our intelligent systemsadvanced 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.
Our Products and Licensing segment included revenues from sales of test & measurement systems, primarily representing sales of our ODiSI, Optical Vector Analyzer, and Optical Backscatter Reflectometer platforms, optical components and sub-assemblies and sales of Terahertz sensing systems. Products and Licensing segment revenues remained substantially unchanged at $7.1 million for the three months ended September 30, 2017 and 2016.





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Cost of Revenues and Gross Profit
 Nine Months Ended September 30,
(in thousands)20202019$ Difference% Difference
Cost of revenues:
     Lightwave$15,736 $15,063 $673 4 %
     Luna Labs12,200 11,178 1,022 9 %
          Total cost of revenues27,936 26,241 1,695 6 %
Gross profit$28,830 $24,795 $4,035 16 %
 Three Months Ended September 30,    
 2017 2016 $ Difference % Difference
Cost of revenues:       
Technology development$3,491,840
 $3,068,360
 $423,480
 14 %
Products and licensing3,617,547
 3,758,765
 (141,218) (4)%
Total cost of revenues7,109,387
 6,827,125
 282,262
 4 %
Gross profit$4,532,761
 $4,358,028
 $174,733
 4 %

The costCosts of Technology Development segmentLightwave segment revenues increased $0.7 million, or 4%, to $15.7 million for the threenine months ended September 30, 2017 increased $0.4 million, or 14%, to $3.5 million2020, compared to $3.1$15.1 million for the threenine months ended September 30, 2016.2019. 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 $1.0 million, or 9%, to $12.2 million for the nine months ended September 30, 2020, compared to $11.2 million the nine months ended September 30, 2019. The increase in cost of Technology DevelopmentLuna Labs segment revenues was attributable to additional headcount and the increased utilization of subcontractorsspending on other direct costs to support the growth in our research contracts.

The cost of revenues associatedcontracts and was consistent with our Products and Licensing segment decreased by $0.1 million, or 4%, to $3.6 million for the three months ended September 30, 2017 compared to $3.8 million for the three months ended September 30, 2016. This slight decrease in cost of revenues resulted from lower manufacturing overhead costs associated with our optoelectronic components products. Our overall gross margin remained substantially unchanged at 39% for the three months ended September 30, 2017 and 2016.
Operating Expense
 Three Months Ended September 30,    
 2017 2016 $ Difference % Difference
Operating expense:       
Selling, general and administrative$3,256,074
 $3,816,679
 $(560,605) (15)%
Research, development and engineering833,811
 812,050
 21,761
 3 %
Total operating expense$4,089,885
 $4,628,729
 $(538,844) (12)%
Our selling, general and administrative expense decreased $0.6 million, or 15%, to $3.3 million for the three months ended September 30, 2017 compared to $3.8 million for the three months ended September 30, 2016. The decrease in selling, general and administrative expense was primarily due to a $0.2 million decrease in bad debt expense and a $0.2 million decrease in sales and marketing expenses resulting from lower headcount in 2017.
Research, development and engineering expense remained substantially unchanged at $0.8 million for the three months ended September 30, 2017 and 2016.
Interest Expense
Interest expense was $0.1 million during each of the three months ended September 30, 2017 and 2016. During the three months ended September 30, 2017, our average outstanding balance on our term loans was $3.1 million as compared to $4.9 million for the three months ended September 30, 2016.

Income Tax (Benefit)/Expense From Continuing Operations
The income tax benefit for the three months ended September 30, 2017 was $0.1 million, which resulted in an effective tax rate from continuing operations of (34.0%), as compared to an immaterial income tax expense, based on an effective tax rate of 13.1%, from continuing operationsrevenue growth for the three months ended September 30, 2016. The decrease in our effective tax rate resulted from the cumulative impact of the tax benefit associated with continuing operations for the nine months ended September 30, 2017, as the intraperiod allocation of income taxes from discontinued operations resulted from the sale of the HSORthis business during the three months ended September 30, 2017, and accordingly, the year-to-date value was recognized in the current period.segment.
Net Income/(Loss) From Continuing Operations
During the three months ended September 30, 2017, we recognized income from continuing operations before income taxes of $0.4 million compared to a loss from continuing operations before income taxes of $0.3 million for the three months ended September 30, 2016. After tax, our net income from continuing operations was $0.5 million for the three months ended September 30, 2017, compared to a net loss from continuing operations of $0.4 million for the three months ended September 30, 2016.
Net Income/(Loss) From Discontinued Operations
For the three months ended September 30, 2017, we recognized net income from discontinued operations of $15.2 million compared to a net loss from discontinued operations of $0.1 million for the three months ended September 30, 2016. For the three months ended September 30, 2017, our net income from discontinued operations included $0.1 million associated with the operations of the HSOR business prior to its sale in addition to a $15.1 million after tax gain recognized on the sale of the HSOR business. For the three months ended September 30, 2016, our net loss from discontinued operations included a $0.1 million loss associated with the operations of the HSOR business.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016
Revenues
 Nine Months Ended September 30,    
 2017 2016 $ Difference % Difference
Revenues:       
Technology development$13,428,428
 $11,772,731
 $1,655,697
 14%
Products and licensing19,593,648
 18,301,631
 1,292,017
 7%
Total revenues$33,022,076
 $30,074,362
 $2,947,714
 10%

Technology Development segment revenues increased $1.7 million, or 14%, to $13.4 million for the nine months ended September 30, 2017 compared to $11.8 million for the nine months ended September 30, 2016. The increase for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 was realized primarily in our intelligent systems, nanomaterials and biomedical technologies groups.
Products and Licensing segment revenues increased $1.3 million, or 7%, to $19.6 million for the nine months ended September 30, 2017 compared to $18.3 million for the nine months ended September 30, 2016. The increase in Products and Licensing segment revenues was primarily driven by an increase in our sales of optical backscatter reflectometer instruments and optoelectronic components.
Cost of Revenues and Gross Profit
 Nine Months Ended September 30,    
 2017 2016 $ Difference % Difference
Cost of revenues:       
Technology development$10,045,261
 $8,986,312
 $1,058,949
 12%
Products and licensing10,201,459
 9,954,987
 246,472
 2%
Total cost of revenues20,246,720
 18,941,299
 1,305,421
 7%
Gross profit12,775,356
 $11,133,063
 $1,642,293
 15%

Costs of Technology Development segment revenues increased $1.1 million, or 12%, to $10.0 million for the nine months ended September 30, 2017, compared to $9.0 million the nine months ended September 30, 2016. This increase was primarily driven by increases in direct labor and subcontractor costs over the same period to support the growth in research projects.

Costs of Products and Licensing segment revenues increased $0.2 million, or 2%, to $10.2 million for the nine months ended September 30, 2017 compared to $10.0 million for the nine months ended September 30, 2016. The increase in product and licensing costs is attributable to the component costs associated with increased volume of optical backscatter reflectometer instrument sales during the nine months ended September 30, 2017. Products and Licensing segment costs increased in accordance with the increase in Products and Licensing segment revenues over the same period, taking into account the gross margin effect of the product mix.    Our overall gross margin for the nine months ended September 30, 20172020 increased to 39%51% compared to 37%49% for the nine months ended September 30, 2016.2019 primarily as a result of our revenue mix, with Lightwave segment revenues, which generally have stronger margins, representing a larger portion of our total revenues during the nine months ended September 30, 2020.
Operating Expense
 Nine Months Ended September 30,
(in thousands)20202019$ Difference% Difference
Operating expense:
Selling, general and administrative$19,085 $17,955 $1,130 6 %
Research, development and engineering4,717 5,241 (524)(10)%
Loss on sale of property and equipment576 — 576 100 %
            Total operating expense$24,378 $23,196 $1,182 5 %
 Nine Months Ended September 30,    
 2017 2016 $ Difference % Difference
Operating expense:       
Selling, general and administrative$10,345,964
 $11,296,389
 $(950,425) (8)%
Research, development and engineering2,581,473
 2,789,801
 (208,328) (7)%
Total operating expense$12,927,437
 $14,086,190
 $(1,158,753) (8)%


Selling, general and administrative expenses decreased $1.0expense increased $1.1 million, or 8%6%, to $10.3$19.1 million for the nine months ended September 30, 20172020, compared to $11.3$18.0 million for the nine months ended September 30, 2016. The decrease in selling,2019. Selling, general and administrative expenses yearexpense increased primarily due to date is primarily related to a $0.2 million decrease in bad debt expense, a $0.2 million decrease in share based compensation expense, and a $0.4 million decrease in sales and marketingincremental costs in our Lightwave division driven by reduction in personnel and reduction in commissions related to a shift in sales to areas without distributors or salesmen.associated with the acquired operations of GP, which we acquired on March 1, 2019.


Research, development and engineering expense decreased $0.2$0.5 million, or 7%10%, to $2.6$4.7 million for the nine months ended September 30, 20172020, compared to $2.8$5.2 million for the nine months ended September 30, 20162019. Research, development and engineering expense decreased due to decreased engineering costsadditional expenses incurred related to product improvements in internal researchour Lightwave segment for our Terahertz product as more engineering time was spent on externally funded research activities and, accordingly, included in Technology Development cost of revenues.

Interest Expense
Interest expense for each of the nine months ended September 30, 2017 and 2016 was $0.2 million. During2019 that did not reoccur during the first nine months ended September 30, 2020.
The loss on sale of 2017,property and equipment was primarily due to the sale of one of our average outstanding loan balancebuildings and other fixed assets in order to consolidate operations in our Luna Labs operating segment.

Investment Income
Investment income was $3.5 million as compared to $5.4$0.1 million for the nine months ended September 30, 2016.

Income Tax Benefit
The income tax benefit for the nine months ended September 30, 2017 was $0.1 million, which resulted in an effective tax rate from continuing operations of 18.8%, as compared to an income tax benefit of $0.2 million, reflecting an effective tax rate of 5.4%, from continuing operations for the nine months ended September 30, 2016. The increase in our effective tax rate for continuing operations for 2017 as compared to 2016, was primarily due to an increase in the intra-period allocation of tax benefit from discontinued operations.

Net Loss From Continuing Operations
During the nine months ended September 30, 2017 we incurred a loss from continuing operations before income taxes of $0.3 million compared to a loss from continuing operations before income taxes of $3.2 million during the nine months ended September 30, 2016. After tax, our net loss from continuing operations was $0.3 million for the nine months ended September 30, 2017, compared to a net loss from continuing operations of $3.0 million for the nine months ended September 30, 2016.

Net Income From Discontinued Operations
For the nine months ended September 30, 2017, we recognized net income from discontinued operations of $14.5 million2020, compared to $0.3 million for the nine months ended September 30, 2016. 2019. During the nine months ended September 30, 2020 and 2019, we invested a portion of our cash in funds holding U.S. treasury securities. The decrease in investment income is related to lower returns on our cash balance held in U.S. treasury securities.


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Income from Continuing Operations Before Income Tax
During the nine months ended September 30, 2020, we recognizedincome from continuing operations before income taxes of $4.5 million compared to $1.9 million for the nine months ended September 30, 2019.
Income Tax Benefit
For the nine months ended September 30, 2020, we recognized an income tax benefit from continuing operations of $0.3 million, compared to an income tax benefit of $1.3 million for the nine months ended September 30, 2019. The decrease in our income tax benefit for the nine months ended September 30, 2020 was primarily due to a reduction in our deferred tax asset valuation allowances as a result of the acquisition of GP in the 2019 period, partially offset by R&D tax credits received in the 2020 period.
Net incomeLoss from Discontinued Operations
For the nine months ended September 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 nine months ended September 30, 2017 included an after tax gain of $15.1 million recognized on the sale of the HSOR business offset by an after tax loss of $0.6 million associated with the operations of the HSOR business prior to its sale. Net income from discontinued operations for the nine months ended September 30, 2016 included the after tax income of $0.3 million associated with the operations of HSOR during the period.2019.




Liquidity and Capital Resources
At September 30, 2017,2020, our total cash and cash equivalents were $38.5$26.4 million.


We currently have a Loan and Security Agreement with Silicon Valley Bank ("SVB") under which we have two term loans with an aggregate original borrowing amount of $7.0 million. As of September 30, 2017, these term loans had an aggregate outstanding principal balance of $2.9 million. One term loan, with a balance of $.4 million as of September 30, 2017, matures on December 1, 2018. The other term loan, with a balance of $2.5 million as of September 30, 2017, matures on May 1, 2019. The term loans bear interest at a floating prime rate plus 2%. We may prepay amounts due under the term loans at any time, subject to prepayment penalties of up to 2% of the amount of prepayment. Amounts due under the term loans are secured by substantially all of our assets, including intellectual property, personal property and bank accounts. The term loans contain customary events of default, including nonpayment of principal, interest or other amounts, violation of covenants, material adverse change, an event of default under any subordinated debt documents, incorrectness of representations and warranties in

any material respect, bankruptcy, judgments in excess of a threshold amount, and violations of other agreements in excess of a threshold amount. 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 September 30, 2017, we were in compliance with all covenants under the Loan and Security Agreement.

We believe that our cash balance as of September 30, 20172020 in addition to amounts available to us under our Revolving Line, which we renewed on October 8, 2020, 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
Recent Activity
Nine Months Ended September 30, 
Nine Months Ended September 30,  
2017 2016 $ Difference
Net cash provided by/(used in) operating activities$581,386
 $(785,878) $1,367,264
(in thousands)(in thousands)20202019$ Difference
Net cash provided by operating activitiesNet cash provided by operating activities$97 $1,085 $(988)
Net cash provided by/(used in) investing activities26,743,345
 (1,750,547) 28,493,892
Net cash provided by/(used in) investing activities290 (19,697)19,987 
Net cash used in financing activities(1,612,752) (1,744,464) 131,712
Net cash provided by/(used in) financing activitiesNet cash provided by/(used in) financing activities1,029 (2,434)3,463 
Net increase/(decrease) in cash and cash equivalents$25,711,979
 $(4,280,889) $29,992,868
Net increase/(decrease) in cash and cash equivalents$1,416 $(21,046)$22,462 
During the first nine months of 2017, operations provided $0.62020, the $0.1 million of cash, as compared to the same period in 2016 in which operations used $0.8 million of cash. During the first nine months of 2017, net cash provided by operating activities consisted of our net income of $14.2$3.4 million, which included a gain on the sale of our HSOR business, net of income tax, of $15.1 million, non-cash charges for depreciation and amortization of $2.2$2.1 million, and share-based compensation of $0.5$1.5 million, net loss on sale of fixed assets of $0.6 million, and a net loss from discontinued operations of $1.4 million offset by a net cash outflow of $1.3$8.8 million from changes in working capital. The changes in working capital (principally driven byinclude a decrease in accounts payable and accrued expenses of $1.6$1.5 million, anda decrease in contract liabilities of $0.2 million, an increase in accounts receivable of $2.1 million, an increase in inventory of $2.3 million, partially offset by a reduction in accounts receivable of $2.1 million).
During the first nine months of 2016, the $0.8 million of cash used in operating activities consisted of our net loss of $2.7 million which included charges for depreciation and amortization of $2.8 million and share-based compensation of $0.7 million. Additionally, changes in working capital resulted in a net cash outflow of $1.8 million, principally driven by a reduction in accounts payable and accrued liabilities of $1.1 million, a decrease in inventory of $1.0$1.4 million, an increase in other current assets of $0.4$2.0 million, and an increase in contract assets of $1.2$1.6 million.
    During the first nine months of 2019, the $1.1 million of net cash provided by operating activities consisted of our net income of $3.2 million, which included non-cash charges for depreciation and amortization of $1.8 million and share-based compensation of $1.1 million, offset by a tax benefit from a partial release of the valuation allowances associated with GP of $1.9 million, and a net cash outflow of $3.2 million from changes in working capital. The changes in working capital included an increase in accounts receivable.receivable of $2.2 million, an increase in contract assets of $1.1 million, an increase in other long term
Our cash from
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assets of $0.3 million, and a decrease in accounts payable and accrued expenses of $0.1 million partially offset by an increase in contract liabilities of $0.7 million.
    Cash provided by investing activities forduring the nine months ended September 30, 2017 and 20162020 included purchases of equipment, capitalized costs associated with the prosecution of patents as well as$0.6 million in proceeds from the sale of our HSOR businessdiscontinued operations and $0.4 million in August 2017. Cashproceeds from the sale of property and equipment, partially offset by $0.4 million of fixed asset additions and $0.3 million of capitalized intellectual property costs. Net cash used in investing activities during the nine months ended September 30, 2019 included $0.5 million of fixed asset additions, $0.2 million of capitalized intellectual property costs and $19.0 million to acquire the operations of GP.
    Net cash provided by investingfinancing activities forduring the nine months ended September 30, 2017 included2020 consisted primarily of proceeds fromfrom the saleexercise of our HSOR businessstock options of $28.0$1.4 million, partially offset by $0.9 million of fixed asset additions and $0.4 million of capitalized intellectual property costs. Cash used in investing activities for the nine months ended September 30, 2016 included fixed asset additions of $1.4 million and capitalized intellectual property costsa cash outflow of $0.3 million.
million to repurchase our common stock. Net cash used in financing activities during the nine months ended September 30, 20172019 consisted primarily of $0.6 million of payments on long-term debt obligations and 2016 included$2.2 million to repurchase our common stock on the repaymentopen market, partially offset by $0.4 million in proceeds received from the exercise of the long term debt and repayments of capital lease obligations. In the aggregate, these activities resulted in net cash outflows of $1.6 million and $1.7 million for the nine months of 2017 and 2016, respectively.options.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4)(ii).of September 30, 2020.


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 September 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.
We are exposed to interest rate fluctuations as a result of our term loans with SVB having a variable interest rate. We do not currently use derivative instruments to alter the interest rate characteristics of our debt. For the principal amount of $2.9 million outstanding under the term loans as of September 30, 2017, a change in the interest rate by one percentage point for one year would result in a change in our annual interest expense of $29,167.
Although we believe that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in our credit quality, composition of our balance sheet and other business developments that could affect our interest rate exposure. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by this estimate.
Foreign Currency Exchange Rate Risk
As of September 30, 2017,2020, 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 September 30, 2017,2020, our disclosure controls and procedures were effective at the reasonable assurance level.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 September 30, 20172020 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 June 2015,December 2018, we received a letternotice of final determinationclaim (the "Claim") from Macom Technology Solutions, Inc. ("Macom"), who acquired our HSOR business in August 2017 pursuant to an asset purchase agreement. Under the Defense Contract Management Agency ("DCMA") regardingasset purchase agreement, we agreed to indemnify Macom for certain matters, including, among other things, the allowabilitycollection of accounts receivable from certain costs we included in our billings under cost-plus type research contracts during 2007. In conjunction with the DCMA's determination of those costs as expressly unallowable under the provisionsmajor customers, and placed $4.0 million of the Federal Acquisition Regulations,purchase price into an escrow account for the DCMA assessed penalties and interest to us totaling $1.1 million. In July 2015, we filed an appealpotential settlement of any valid indemnity claims. As of December 31, 2019, $1.5 million of the assessed penaltiesescrow 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 interest withMacom receiving $1.9 million. We have recorded a loss from discontinued operations of $1.4 million net of income tax benefit for the Armed Services Boardnine months ended September 30, 2020 to reflect the settlement of Contract Appeals ("ASBCA"). A hearing was heldthe 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 this appeal in January 2017, and a decision hasthese actions will not yet been reached by ASBCA. In April 2017, we made a settlement offer of $150,000 to DCMA, and we have accrued that amount inmaterially affect our financial statements asposition, results of September 30, 2017. In May 2017, the DCMA declined our settlement offer. The appeals process remains ongoing.operations, or liquidity.
For additional information regarding our legal proceedings, please refer to our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on March 20, 2017.

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.
RISK FACTORS SUMMARY

Our business is subject to a number of risks and uncertainties, including those risks discussed at-length below. These risks include, among others, the following:

•Risks Relating to our Business
◦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.
◦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.
◦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 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.
◦Our products must meet exacting specifications, and defects and failures may occur, which may cause customers to return or stop buying our products.
◦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.
•Risks Relating to our Operations and Business Strategy
◦If we fail to properly evaluate and execute our strategic initiatives, it could have an adverse effect on our future results and the market price of our common stock.
◦Health epidemics, including the 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.
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•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.
◦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.
•Risks Relating to our Intellectual Property
◦Our proprietary rights may not adequately protect our technologies.
◦Third parties may claim that we infringe their intellectual property, and we could suffer significant litigation or licensing expense as a result.
•Risks Relating to our Common Stock
◦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.
◦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.
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 would severely limitcould have a material adverse effect on our ability to continue 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.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 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 some of our optoelectronic components and 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
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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 June 2015, we received a determination from the Defense Contract Management Agency ("DCMA") of expressly unallowable costs included in our claimed costs for the 2007 contract year. As a result of that determination, the DCMA assessed us penalties, interest and over billings of $1.1 million. We have appealed that assessment, and our appeal is currently pending. In April 2017, we also made a settlement offer of $150,000 to the DCMA, which the DCMA subsequently declined. Depending on the outcome of this appeal and the response to our settlement offer, we could be required to make payments that have a material adverse effect on our financial position.
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 Technology Development segmentLightwave 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 nine months ended September 30, 20172020 and 2016,2019, revenues generated under the SBIR program represented 32%represented 34% and 35%37%, respectively, of our total revenues.
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 September 30, 2017,2020, we had approximately 190277 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.
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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.
Technology DevelopmentContract research revenue within the Lightwave and Luna Labs segment revenues, which consistconsists primarily of government-funded research, accounted for 41%30% and 39%31% of our consolidated total revenues for the nine months ended September 30, 20172020 and 2016,2019, 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 the Budget Control Act commits the U.S. government to reduce the federal deficit by $1.2 trillion over ten years through a combination of automatic, across-the-board spending cuts and caps on discretionary spending. This “sequestration” under the Budget Control Act, which is split equally between defense and non-defense programs, went into effect on March 1, 2013. Any spending cuts required by “sequestration” could have a material adverse effect on our Technology Development revenues and, consequently, our results of operations. While the exact manner in which this

“sequestration” may impact our business remains unclear, funding for programs in which we participate could be reduced, delayed or canceled. Our ability to obtain new contract awards also could be negatively affected.
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 narrowed scope and focus may make it more difficult for us to achieve or maintain operating profitability
Through the recent sale of our HSOR business to a third party, we have reduced our overall size and narrowed our focus. Although we anticipate realizing cost savings as a result of the sale of the HSOR operations, we will continue to incur significant operating expenses associated with our public company infrastructure. Accordingly, we will need to significantly increase the revenue we generate from our remaining operations in order to achieve or maintain operating profitability. While we intend to use a portion of the proceeds from the sale of the HSOR business to invest in our fiber optic sensing business, there can be no guarantee that these efforts will result in increased revenues sufficient to achieve or maintain profitability.
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.
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.

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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 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.
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 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 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
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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.
 
Some of our products are used by our customers to develop, test and manufacture their products. We therefore must anticipate industry trends and develop products in advance of the commercialization of our customers’ products. In developing any new product, we may be required to make a substantial investment before we can determine the commercial viability of the new product. If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research and development of products that do not lead to significant revenues.
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 orof these products have been dependent upon the success of our customers’ products and theour future performance of our business 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.
If our customers do not qualify our products or if their customers do not qualify their products, our results of operations may suffer.
Most of our customers do not purchase our optoelectronics products prior to qualification of the products and satisfactory completion of factory audits and vendor evaluation. Our existing products, as well as each new product, must pass through varying levels of qualification with our customers. In addition, because of the rapid technological changes in some markets, a customer may cancel or modify a design project before we begin large-scale manufacturing and receiving revenues from the customer. It is unlikely that we would be able to recover the expenses for cancelled or unutilized custom design projects. It is difficult to predict with any certainty whether our customers will delay or terminate product qualification or the frequency with which customers will cancel or modify their projects. Any such delay, cancellation or modification could have a negative effect on our results of operations.
In addition, once a customer qualifies a particular supplier’s product or component, these potential customers design the product into their system, which is known as a design-in win. Suppliers whose products or components are not designed in are unlikely to make sales to that customer until at least the adoption of a future redesigned system. Even then, many customers may be reluctant to incorporate entirely new products into their new systems, as doing so could involve significant additional redesign efforts and increased costs. If we fail to achieve design-in wins in potential customers’ qualification processes, we will likely lose the opportunity for significant sales to those customers for a lengthy period of time.
If the end user customers that purchase systems from our customers fail to qualify or delay qualifications of any products sold by our customers that contain our products, our business could be harmed. The qualification and field testing of our customers’ systems by end user customers is long and unpredictable. This process is not under our control or that of our customers and, as a result, the timing of our sales may be unpredictable. Any unanticipated delay in qualification of one of our customers’ products could result in the delay or cancellation of orders from our customers for products included in their equipment, which could harm our results of operations.
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.
Customer orders
Rapidly changing standards and forecasts areregulations 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 cancellationregulations established by governments or modification at any time which could result in higher manufacturing costs.
Our salesindustry standards bodies worldwide. Because some of our products are made primarily pursuantdesigned to standard purchase orders for delivery of products. However, byconform to current specific industry practice, some orders may be canceledstandards, if competing or modified at any time. When a customer cancels an order, theynew standards emerge that are responsible for all finished goods, all costs, direct and indirect, incurred by us, as well as a reasonable allowance for anticipated profits. No assurance can be given that we will receive these amounts after cancellation. Furthermore, uncertainty in customer forecasts of their demands and other factors may lead to delays and disruptions in manufacturing, which could result in delays in product shipments to customers and could adversely affect our business.
Fluctuations and changes in customer demand are common in our business. Such fluctuations, as well as quality control problems experienced in manufacturing operations, may cause delays and disruptions in our manufacturing process and overall operations and reduce output capacity. As a result, product shipments could be delayed beyond the shipment schedules requestedpreferred by our customers, we would have to make significant expenditures to develop new products. If our customers adopt new or could be canceled,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 negatively affectbecome less desirable to our sales, operating income, strategic position at customers market share and reputation. In addition, disruptions, delays or cancellations could cause inefficient production which in turn could result in higher manufacturing costs, lower yieldsour revenue and potential excess and obsolete inventory or manufacturing equipment. In the past, we have experienced such delays, disruptions and cancellations.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
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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 a history ofexperienced net losses in the past, and because our strategy for expansion may be costly to implement, we may experience continuing losses and may never achieve ornot maintain profitability or positive cash flow.
We realized ahave experienced net loss from continuing operations of $0.3 million and $3.0 million forlosses in the nine months ended September 30, 2017 and 2016, respectively.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 forin the foreseeable future, and these losses could be substantial. At a certain level, continued net losses could impair our ability to comply with NASDAQNasdaq 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 have obtained capital by borrowing money under term loans and we mightmay 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; our term loan has various loan covenants with which we must comply.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.
We have term loans with Silicon Valley Bank ("SVB"), which requires us to observe certain financial and operational covenants, including maintenance of a minimum cash balance of $4.0 million, protection and registration of intellectual property rights, and certain customary negative covenants, as well as other customary events of default. If any event of default occurs SVB may declare due immediately all borrowings under our term loans and foreclose on the collateral. Furthermore, an event of default would result in an increase in the interest rate on any amounts outstanding.
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.
Our nanotechnology-enabled products are new and may be, or may be perceived as being, harmful to human health or the environment.
While we believe that none of our current products contain chemicals known by us to be hazardous or subject to environmental regulation, it is possible that our current or future products, particularly carbon-based nanomaterials, may become subject to environmental or other regulation. We intend to develop and sell carbon-based nanomaterials as well as nanotechnology-enabled products, which are products that include nanomaterials as a component to enhance those products’ performance. Nanomaterials and nanotechnology-enabled products have a limited historical safety record. Because of their size or shape or because they may contain harmful elements, such as gadolinium and other rare-earth metals, our products could pose a safety risk to human health or the environment. These characteristics may also cause countries to adopt regulations in the future prohibiting or limiting the manufacture, distribution or use of nanomaterials or nanotechnology-enabled products. Such regulations may inhibit our ability to sell some products containing those materials and thereby harm our business or impair our ability to develop commercially viable products.
The subject of nanotechnology has received negative publicity and has aroused public debate. Government authorities could, for social or other purposes, prohibit or regulate the use of nanotechnology. Ethical and other concerns about nanotechnology could adversely affect acceptance of our potential products or lead to government regulation of nanotechnology-enabled products.
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.
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.
Decreases in average selling prices of our products may increase operating losses and net losses, particularly if we are not able to reduce expenses commensurately.
The market for optical components and subsystems continues to be characterized by declining average selling prices resulting from factors such as increased price competition among optical component and subsystem manufacturers, excess capacity, the introduction of new products and increased unit volumes as manufacturers continue to deploy network and storage systems. In recent years, we have observed
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Ta significant decline of average selling prices, primarily in the telecommunications market. We anticipate that average selling prices will continue to decrease in the future in response to product introductions by competitors or by us, or in response to other factors, including price pressures from significant customers. In order to sustain profitable operations, we must, therefore, reduce the cost of our current designs or continue to develop and introduce newbleofContents

products on a timely basis that incorporate features that can be sold at higher average selling prices. Failure to do so could cause our sales to decline and operating losses to increase.
Our cost reduction efforts may not keep pace with competitive pricing pressures. To remain competitive, we must continually reduce the cost of manufacturing our products through design and engineering changes. We may not be successful in redesigning our products or delivering our products to market in a timely manner. We cannot assure you that any redesign will result in sufficient cost reductions enabling us to reduce the price of our products to remain competitive or positively contribute to operating results.
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 RelatingRISKS RELATING TO OUR OPERATIONS AND BUSINESS STRATEGY
If we fail to properly evaluate and execute our Operationsstrategic initiatives, it could have an adverse effect on our future results and Business Strategythe market price of our common stock.
We evaluate strategic opportunities related to products, technology and business transactions, including acquisitions and divestitures. 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. If we choose to enter into such transactions in the future, we face certain risks including:

•the failure of the acquired business to meet our performance and financial expectations;
•difficulty integrating an acquired business's operations, personnel and financial and reporting systems into our current business
•potential unknown liabilities associated with the acquisition;
•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; 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 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.
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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;
•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
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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.

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. For example, we recently sold our HSOR business to a third party. In addition, if we are unable to generate the amount of 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, productsproduct 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 may be liable for damages basedHealth epidemics, including the COVID-19 pandemic, have had, and could in the future have, an adverse impact on product liability claims relatingour business, operations, and the markets and communities in which we and our customers and suppliers operate.
In December 2019, a disease referred to defectsas 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 products, which might be brought against us directly, or against our customers in their end-use markets. Such claimscustomers’ purchasing patterns during the COVID-19 pandemic, it is possible that the pandemic could result in a loss of customers in addition to substantial liability in damages.

Our products are complex and undergo quality testing as well as formal qualification, both by our customers and by us. However, defects may occur from time to time. Our customers’ testing procedures may be limited to evaluating our products under likely and foreseeable failure scenarios and over varying amounts of time. For various reasons, such asdelaying purchasing decisions, deferring the occurrence of performance problems that are unforeseeable in testing or that are detected only when products age or are operated under peak stress conditions, our products may fail to perform as expected long after customer acceptance. Failures could result from faulty components or design, problems in manufacturing or other unforeseen reasons. As a result, we could incur significant costs to repair or replace defective products under warranty, particularly when such failures occur in installed systems. In addition, we may in certain circumstances honor warranty claims after the warranty has expired or for problems not covered by warranty in order to maintain customer relationships. Any significant product failure could result in lost future sales of the affected product and other products, as well as customer relations problems, litigation and damage to our reputation.
In addition, manyordering of our products are embeddedor experiencing reductions in or deployedcapital expenditure budgets that could otherwise impact the near term demand for our products.  Similarly, while we have not experienced any material changes in conjunctionour supply chain, it is possible that suppliers could experience difficulty in providing us with necessary components for our customers’ products, which incorporate a variety of components, modules and subsystems and may be expected to interoperate with modules produced by third parties. As a result, not all defects are immediately detectable, and, when problems occur, it may be difficult to identifyproducts.  If the source of the problem. These problems may cause us to incur significant damages or warranty and repair costs, divert the attention of our engineering personnel from internal product development efforts and cause significant customer relations problems or loss of customers, all of which would harm our business.
Furthermore, many ofdemand for our products, may provideor our access to critical performance attributes to our customers’ products that will be sold to end users who could potentially bring product liability suits in which we could be named as a defendant. The sale of these products involves the risk of product liability claims. If a personcomponents were to bring a product liability suit against one of our customers, this customer may attempt to seek contribution from us. A person may also bring a product liability claim directly against us. A successful product liability claim or series of claims against us in excess of our insurance coverage for payments, for which we are not otherwise indemnified,be interrupted, it could have a material adverse effect on our financial condition or results of operations.
We could be negatively affected by a security breach, 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, 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.
As a technology company, and particularly as a government contractor, we may face a heightened risk of a security breach or disruption from threats to gain unauthorized access to our proprietary, confidential or classified information on our IT networks and related systems. 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 the operations of certain of our customers. 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. 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.
A security breach 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. Any of these developments could have a negative 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 financial condition and cash flows.
Risks Relatingthose 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 Regulatory Environmentinability 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
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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.
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.
Medical products are subject to various international regulatory processes and approval requirements. If we do not obtain and maintain the necessary international regulatory approvals for any such potential products, we may not be able to market and sell our medical products in foreign countries.
To be able to market and sell medical products in other countries, we must obtain regulatory approvals and comply with the regulations of those countries. These regulations, including the requirements for approvals and the time required for regulatory review, vary from country to country. Obtaining and maintaining foreign regulatory approvals are expensive, and we cannot be certain that we will have the resources to be able to pursue such approvals or whether we would receive regulatory approvals in any foreign country in which we plan to market our products. For example, the European Union requires that manufacturers of medical products obtain the right to affix the CE mark to their products before selling them in member countries of the European Union, which we have not yet obtained and may never obtain. If we fail to obtain regulatory approval in any foreign country in which we plan to market our products, our ability to generate revenues will be harmed.
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 partythird-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

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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.
Risks Relating
We are or may become subject to a variety of privacy and data security laws, and our Intellectual Propertyfailure 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 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.



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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 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
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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.
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.
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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
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 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.

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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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GENERAL RISK FACTORS

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 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
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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.

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.
Carilion Clinic holds approximately 3.5 million shares of our common stock (including approximately 1.3 million shares issuable to Carilion upon conversion of shares of Series A Convertible Preferred Stock that Carilion holds). All of these shares have been registered for sale on a Form S-3 registration statement and, accordingly, may generally be freely sold by Carilion at any time. Any sales of these shares, or the perception that future sales of shares may occur by Carilion or any of our other significant stockholders, may have a material adverse effect on the market price of our stock. Any such continuing material adverse effect on the market price of our stock could impair our ability to comply with NASDAQ’s continuing listing standards in respect of our minimum stock price, as further described below.
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 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.

We may not be ableare obligated to comply with all applicable listing requirements or standards of The NASDAQ Capital Marketdevelop and NASDAQ could delist our common stock.
Our common stock is listed on The NASDAQ Capital Market. In ordermaintain proper and effective internal controls over financial reporting and any failure to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards. One such requirement is that we maintain a minimum bid pricethe adequacy of at least $1.00 per share for our common stock. Although we currently comply with the minimum bid requirement, in the recent past, our minimum bid price has fallen below $1.00 per share, and it could again do so in the future. If our bid price falls below $1.00 per share for 30 consecutive business days, we will receive a deficiency notice from NASDAQ advising us that we have 180 days to regain compliance by maintaining a minimum bid price of at least $1.00 for a minimum of ten consecutive business days. Under certain circumstances, NASDAQ could require that the minimum bid price exceed $1.00 for more than ten consecutive days before determining that a company complies.
In the event that our common stock is not eligible for continued listing on NASDAQ or another national securities exchange, trading of our common stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would likely also be a reductionthese internal controls may adversely affect investor confidence in our coverage by security analystscompany and, as a result, the news media, which could cause the price of our common stock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a major exchange.
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 $5.00 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;
general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors;
announcements by us, or by our competitors, of acquisitions, new products, significant contracts, commercial relationships or capital commitments;
pending or threatened litigation;
any major change in our board of directors or management or any competing proxy solicitations for director nominees;
changes in governmental regulations or in the status of our regulatory approvals;
announcements related to patents issued to us or our competitors;
a lack of, limited or negative industry or securities analyst coverage;
discussions of our company or our stock price by the financial and scientific press and online investor communities; 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 pricevalue of our common stock.
If our internal control over financial reporting is found not
We are required, pursuant to be effective or if we make disclosure of existing or potential material weaknesses in those controls, investors could lose confidence in our financial reports, and our stock price may be adversely affected.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to include an internal controlfurnish a report with our Annual Reportby management on, Form 10-K. That report must include management’s assessment ofamong other things, the effectiveness of our internal control over financial reporting ason an annual basis. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

During the endevaluation and testing process of the fiscal year.
We evaluate our existinginternal controls, if we identify one or more material weaknesses in our internal control over financial reporting, based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. During the course ofwe will be unable to assert that our ongoing evaluation of the internal controls,control over financial reporting is effective. While we may identify areas requiring improvement, and may have to design enhanced processesestablished certain procedures and controls to address issues identified through this review. Remedying any deficiencies, significant deficiencies or material weaknesses thatover our financial reporting processes, we identify may require us to incur significant costs and expend significant time and management resources. We cannot assure you that anythese efforts will prevent restatements of the measures we implement to remedy any such deficiencies will effectively mitigate or remedy such deficiencies. Investors could lose confidence in our financial reports,statements in the future. We may not be able to remediate any future material weaknesses, or to complete our evaluation, testing and our stock price may be adversely affected, if ourany required remediation in a timely fashion.

Any failure to maintain internal controlscontrol over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are found notunable to beconclude that our internal control over financial reporting is effective, by management or if we make disclosurecould lose investor confidence in the accuracy and completeness of existing or potential significant deficiencies or material weaknesses in those controls.
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 overfinancial reports, the market price of our common stock could decline, 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, whichwe could be used to dilute the stock ownership of a potential hostile acquirer.

We are also subject to provisionssanctions 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 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.capital markets.
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 September 30, 20172020
Common Stock Dividend Payable to CarilionNot applicable.
We issued 1,321,514 shares of Series A Preferred Stock, par value $0.001 per share, to Carilion Clinic in January 2010, which shares were issued in reliance on the exemptions from registration under the Securities Act provided by Sections 3(a)(9) and 4 (a)(2) thereof. The Series A Preferred Stock accrues dividends at the rate of $0.2815 per share per annum, payable quarterly in arrears. Accrued dividends are payable in shares of our common stock, with the number of shares being equal to the quotient of (i) the cumulative aggregate balance of accrued but unpaid dividends on each share of Series A Preferred Stock divided by (ii) the conversion price of the Series A Preferred Stock, which is currently $4.69159 per share. For the period from January 12, 2010, the original issue date of the Series A Preferred Stock, through September 30, 2017, the Series A Preferred Stock issued to Carilion has accrued $1,110,773 in dividends. The accrued dividend as of September 30, 2017 will be paid by the issuance of 611,870 shares of our common stock, which we will issue at Carilion’s written request. As the Series A Preferred Stock was issued in reliance on the exemption provided by Section 3(a)(9), the shares of common stock payable as dividends will also be exempt from registration in reliance on Section 3(a)(9) of the Securities Act.
(b) Use of Proceeds from Sale of Registered Equity Securities
Not applicable.

(c) Purchases of Equity Securities by the Registrant
On September 20, 2017, we announced that our board of directors re-instituted our stock repurchase program, authorizing the repurchase of up to $2.0 million of our common stock. An aggregate purchase price of $0.1 million had been expended under this program as of September 30, 2017. Unless extended, the stock repurchase authorization expires on September 19, 2018 and may be terminated, increased or decreased by our board of directors at any time.
The following table summarizes repurchases of our common stock during the three months ended September 30, 2017.2020. There were no purchases during July 2020 or August 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
1/1/2020 - 1/31/202014,700 (1)$8.45 — $— 

(1) These shares of common stock were repurchased from employees to satisfy tax withholding obligations triggered upon vesting of restricted stock awards. These shares were repurchased in January 2020 but were not reflected as treasury stock during first quarter 2020. These repurchased shares were adjusted in September 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
9/1/2017 - 9/30/201750,100
$1.70
50,100
$1,914,745




ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.


ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.


ITEM 5.OTHER INFORMATION
None.Not applicable.


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ITEM 6.EXHIBITS



Exhibit
Number
Description
2.1+^
10.1
10.1+31.1
31.1
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
32.1*
32.2*
101The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarterthree and nine months ended September 30, 2017,2020, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at September 30, 20172020 and December 31, 2016,2019, (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 20172020 and 2016,2019, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 20172020 and 20162019 and (iv) Notes to Unaudited Consolidated Financial Statements.

+Confidential treatment has been requested with respect to portions of this exhibit, indicated by asterisks, which has been filed separately with the SEC.
^104Pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC, certain exhibitsCover Page Interactive Data File (formatted as Inline XBRL and schedules to this agreement have been omitted. The Registrant hereby agrees to furnish supplementally to the SEC, upon its request, any or all of such omitted exhibits or schedules.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:November 13, 20179, 2020By:/s/    Dale Messick        Eugene J. Nestro
Dale MessickEugene J. Nestro
Chief Financial Officer

(principal financialPrincipal Financial and accounting officer and duly authorized officer)
Accounting Officer)

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