- \n
- Acquisition combines two global leaders in fiber optic sensing solutions<\/b><\/li>\n
- OptaSense\u2019s market-leading position in distributed acoustic sensing (DAS) combined with Luna\u2019s suite of sensing products forms the industry\u2019s most comprehensive portfolio<\/b><\/li>\n
- OptaSense\u2019s diverse, blue-chip customer base aligns well with Luna\u2019s; presents a significant opportunity for expansion of offerings into both customer groups<\/b><\/li>\n
- Transformative acquisition allows Luna to cost-effectively establish a strong international presence and adds to its U.S. leadership position<\/b><\/li>\n
- OptaSense allows for expansion into high-growth markets such as security and perimeter detection, smart infrastructure monitoring and oil and gas; expected to accelerate Luna\u2019s data services and IOT strategy<\/b><\/li>\n
- Acquisition expected to be accretive in 2021<\/b><\/li>\n<\/ul>\n
ROANOKE, Va.–(BUSINESS WIRE<\/a>)–
\nLuna Innovations Incorporated (NASDAQ: LUNA), a global leader in advanced optical technology, today announced it has acquired OptaSense Holdings, Ltd. (\u201cOptaSense\u201d), a QinetiQ company (LON: QQ), for 29 million British Pounds in cash. OptaSense is a recognized market leader in fiber optic distributed monitoring solutions for pipelines, oilfield services, security, highways and railways, as well as power and utilities monitoring systems. The combination is expected to create the world\u2019s largest fiber optic sensing company.\n<\/p>\n\n“The acquisition of OptaSense marks an incredibly important milestone in Luna\u2019s history and will further support our growth trajectory,” said Scott Graeff, President and Chief Executive Officer of Luna. “With the combination of Luna and OptaSense, we are bringing together businesses with strong adjacencies and a large, combined opportunity. This transaction allows Luna to acquire a leader in fiber optic sensing solutions and distributed acoustic sensing systems of a global size and scale that will truly be transformative to our company. In addition, OptaSense\u2019s success has been driven by a world class, industry-leading technology base and a very talented team of employees. We are very excited about welcoming them to the Luna team.\u201d\n<\/p>\n
\nThe acquisition provides Luna with important distributed acoustic sensing (DAS) intellectual property and products, which strongly complement Luna\u2019s existing portfolio, and provides algorithm-development expertise, critical for AI and machine learning. OptaSense\u2019s research and development talent and highly skilled salesforce, combined with more than 150 active and pending patents, will also enhance Luna\u2019s existing experienced team and broaden its intellectual property portfolio.\n<\/p>\n
\nSteve Wadey, QinetiQ Chief Executive Officer, said \u201cWe are delighted to announce the sale of OptaSense to Luna, who will provide greater synergies and relevant market access to enable and accelerate their future growth.\u201d\n<\/p>\n
\nOptaSense will become a fully owned subsidiary of Luna Innovations Incorporated, while continuing to operate under its existing brand for the foreseeable future, and OptaSense employees will remain within the company, with offices in the United Kingdom, Dubai, the United States and Canada.\n<\/p>\n
\nB. Riley Securities served as financial advisor and Cooley LLP served as legal advisor to Luna.\n<\/p>\n
Compelling Strategic Benefits <\/span><\/b><\/p>\n
\nLuna expects that this transformative acquisition will:\n<\/p>\n
- \n
- \nProvide Luna with important Distributed Acoustic Sensing (\u201cDAS\u201d) intellectual property, products and expertise. DAS strongly complements Luna\u2019s existing offerings, and provides algorithm development expertise, critical for AI and machine learning.\n<\/li>\n
- \nBring a diverse, blue-chip customer base with limited crossover with Luna\u2019s customer base. This represents a significant opportunity for expansion into both customer groups.\n<\/li>\n
- \nEnhance Luna\u2019s existing sales team and broad intellectual property portfolio through its R&D expertise and highly skilled salesforce, combined with more than 150 patents active and pending.\n<\/li>\n
- \nAllow Luna to cost-effectively establish a strong operational presence internationally, building upon its already strong international customer base and sales capability.\n<\/li>\n
- \nRapidly generate expansion opportunities into high-growth markets such as security and perimeter detection, smart infrastructure monitoring and oil and gas,\n<\/li>\n
- \nRealize efficiencies and leverage the combination of OptaSense and Luna to grow rapidly Luna\u2019s operations, customer base, offerings, and financial profile.\n<\/li>\n<\/ul>\n
Transaction Terms and Financing<\/span><\/b><\/p>\n
\nLuna is acquiring OptaSense for \u00a329 million, which required approximately $40 million in cash. The transaction was funded using roughly $20 million of Luna\u2019s existing cash and $20 million in debt (the source for which is discussed in a separate press release issued this morning).\n<\/p>\n
2020 Full-Year Outlook <\/span><\/b><\/p>\n
\nLuna is reaffirming its full-year 2020 guidance:\n<\/p>\n
- \n
- \nTotal revenues of $81M to $83M\n<\/li>\n
- \nAdjusted EBITDA of $10M to $12M\n<\/li>\n<\/ul>\n
\nThe company expects to provide an additional outlook as well as additional qualitative detail on its fourth quarter and year-end 2020 earnings call, the date for which will be announced early next year.\n<\/p>\n
Non-GAAP Financial Measures<\/span><\/b><\/p>\n
\nIn evaluating the operating performance of its business, Luna\u2019s management considers Adjusted EBITDA, which excludes certain charges and credits that are required by GAAP. Adjusted EBITDA provide[s] useful information to both management and investors by excluding the effect of certain non-cash expenses and items that Luna believes may not be indicative of its operating performance, because either they are unusual and Luna does not expect them to recur in the ordinary course of its business, or they are unrelated to the ongoing operation of the business in the ordinary course. Adjusted EBITDA should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.\n<\/p>\n
Conference Call Information<\/span><\/b><\/p>\n
\nLuna will conduct an investor conference call at 9:00 a.m. ET today to discuss the transaction. The investor conference call will be available via live webcast on the Luna website at www.lunainc.com<\/a> under the tab \u201cInvestor Relations.\u201d To participate by telephone, the domestic dial-in number is 844.578.9643 and the international dial-in number is 270.823.1522. The participant access code is 4458877. Investors are advised to dial in at least five minutes prior to the call to register. The webcast will be archived on the company\u2019s website under \u201cWebcasts and Presentations\u201d for 30 days following the conference call.\n<\/p>\n
About Luna<\/span><\/b><\/p>\n
\nLuna Innovations Incorporated (www.lunainc.com<\/a>) is a leader in optical technology, providing unique capabilities in high-performance, fiber optic-based, test products for the telecommunications industry and distributed fiber optic-based sensing for the aerospace and automotive industries. Luna is organized into two business segments, which work closely together to turn ideas into products: a Lightwave segment and a Luna Labs segment. Luna\u2019s business model is designed to accelerate the process of bringing new and innovative technologies to market.\n<\/p>\n
About QinetiQ<\/span><\/b><\/p>\n
\nQinetiQ is a leading science and engineering company operating primarily in the defense, security and critical infrastructure markets. We work in partnership with our customers to solve real world problems through innovative solutions delivering operational and competitive advantage. Visit our website www.QinetiQ.com<\/a>. Follow us on LinkedIn and Twitter @QinetiQ. Visit our blog www.QinetiQ-blogs.com<\/a>.\n<\/p>\n
Forward-Looking Statements <\/span><\/b><\/p>\n
\nThe statements in this release that are not historical facts constitute \u201cforward-looking statements\u201d made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These statements include Luna’s expectations regarding its projected 2020 financial results and outlook, the integration of OptaSense\u2019s employees, intellectual property and offerings, and the expected benefits of the acquisition, including the acquisition being accretive to Luna\u2019s non-GAAP EPS in 2021 and increasingly accretive thereafter, the ability to expand offerings to Luna\u2019s and OptaSense\u2019s customer groups, the ability to establish a strong international presence, and the ability to expand into additional high-growth markets, the continuation of trends such as 5G, lightweighting and infrastructure monitoring, the potential impacts of the COVID-19 pandemic on its business, operations and financial results, and growth potential. Management cautions the reader that these forward-looking statements are only predictions and are subject to a number of both known and unknown risks and uncertainties, and actual results, performance, and\/or achievements of Luna may differ materially from the future results, performance, and\/or achievements expressed or implied by these forward-looking statements as a result of a number of factors. These factors include, without limitation, uncertainties regarding integration of the companies\u2019 respective employee bases, offerings and business operations, potential adverse reactions or uncertainties regarding the acquisition among the companies\u2019 customers, potential unknown liabilities and unforeseen expenses associated with the acquisition, potential performance shortfalls as a result of the diversion of management\u2019s attention caused by completing the acquisition and integrating the companies\u2019 operations, failure of demand for Luna’s products and services to meet expectations, failure of target market to grow and expand, technological and strategic challenges, uncertainties related to the ultimate impact of the COVID-19 pandemic and those risks and uncertainties set forth in Luna\u2019s Form 10-Q for the three and nine months ended September 30, 2020, and Luna’s other periodic reports and filings with the Securities and Exchange Commission (“SEC”). Such filings are available on the SEC\u2019s website at www.sec.gov<\/a> and on Luna\u2019s website at www.lunainc.com<\/a>. The statements made in this release are based on information available to Luna as of the date of this release and Luna undertakes no obligation to update any of the forward-looking statements after the date of this release.\n<\/p>\n
<\/p>\n
View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20201203005381\/en\/<\/a><\/span><\/p>\n
Investors<\/span>:
\n<\/b>
Allison Woody
\n
Phone: 540-769-8465
\n
Email: IR@lunainc.com<\/a><\/p>\nKEYWORDS:<\/b> United States North America Virginia<\/p>\n
INDUSTRY KEYWORDS:<\/b> Telecommunications Biotechnology Optical Health Technology Automotive Manufacturing Aerospace Manufacturing<\/p>\n
- OptaSense\u2019s market-leading position in distributed acoustic sensing (DAS) combined with Luna\u2019s suite of sensing products forms the industry\u2019s most comprehensive portfolio<\/b><\/li>\n
![\"Logo\"](\"https:\/\/mms.businesswire.com\/media\/20201203005381\/en\/339326\/3\/LUNA_Logo4c.jpg\")
<\/td>\n<\/tr>\n