06.05.2008 20:00:00
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Lumera Reports First Quarter 2008 Results and Updates Revenue Expectations
Lumera Corporation (NASDAQ:LMRA), a leader in photonics communication,
today reported financial results for the first quarter 2008.
Revenues totaled $484,000 for the three months ended March 31, 2008
compared to $860,000 for the same period in 2007. Lumera’s
net loss totaled $6,041,000 or $0.30 per share for the first quarter of
2008 compared with a net loss of $2,696,000 or $0.13 per share for the
same period in 2007.
"Needless to say, the biggest event of the quarter was the announcement
of our proposed merger with GigOptix, LLC. We plan to file a Form S-4
merger proxy statement / prospectus with the SEC which will give you a
substantial amount of information on why we believe the proposed merger
is a positive development for Lumera shareholders," said Dr. Joe
Vallner, Interim Chief Executive Officer of Lumera. "We
also were pleased to announce the signing of four government contracts
late in the quarter which will total approximately $5.6 million in
revenue over the year."
Summary Discussion of First Quarter Events Electro-Optics
Lumera’s electro-optic business unit is
developing a new generation of electro-optic modulators and other
devices for optical networks and systems based on proprietary polymer
materials.
Early in the quarter, Lumera announced that it had reached agreement
with Lockheed Martin to extend its material transfer agreement through
December 31, 2009 and had received a second purchase order for
electro-optic materials, and are currently working on a third order to
be delivered in the second quarter.
Also during the quarter, Lumera announced that it had received four
government contract awards. The Defense Advanced Research Projects
Agency (DARPA) formally awarded the company $2.4 million for Phase III
of a contract initially begun in July 2006. DARPA also awarded Lumera a
Small Business Innovation Research (SBIR) contract, Phase I of which
totals $98,933 to design and fabricate polymer devices. Upon successful
completion of certain Phase I milestones, Lumera could receive a
subsequent contract phase in the range of $750,000.
The US Air Force Research Laboratory awarded the company a contract
valued at approximately $2.2 million to fabricate low driving voltage,
reliable electro-optic modulators using Lumera’s
high performance organic polymers. RF photonics, in which optical
components and optical fibers are used to process and distribute high
speed electrical signals, may provide the high bandwidth, reduced weight
and size, and the immunity to electromagnetic interference that are
crucial for future high-performance satellites and phased array radars.
Due to the intrinsic dielectric properties of organic polymers and the
great diversity of techniques used to design materials at the molecular
level, electro-optic polymer devices are well suited to meeting these
challenges.
The fourth contract awarded was an extension to a U.S. government
contract initially begun in 2001 that continues the development of
technologically advanced wideband optical modulators. The contract is
valued at approximately $900,000. Based upon our continued success in
delivering contract milestones, the overall funding value of this
contract has now reached approximately $7.8 million. The objective of
this contract is to fabricate low Vpi
electro-optic modulators from high performance organic polymers recently
scaled up or developed at Lumera. The low Vpi
is crucial for development of phased array radar and high performance
satellite systems.
Proposed Merger with GigOptix, LLC
On March 27, 2008, Lumera Corporation and GigOptix, LLC ("GigOptix”)
announced that a definitive agreement was signed to merge the two
companies. The Merger Agreement has been approved by the Boards of
Lumera and GigOptix. Upon completion of the merger, which is subject to
certain terms and conditions described in the Merger Agreement, existing
securities holders of Lumera and GigOptix will each own approximately
50% of the outstanding securities of a new holding company named "GigOptix,
Inc.” which will trade on the Nasdaq Global
Market under the ticker symbol "GIGX.”
Consummation of the merger, which requires the approval of the Lumera
stockholders, is subject to registering GigOptix, Inc.’s
common stock issued to Lumera stockholders in the merger, and the
listing of said stock on the NASDAQ Global Market.
Restructuring
Lumera also announced in March 2008 that it had elected to cease
investing in Plexera Bioscience LLC, Lumera's life science tools
subsidiary. Day to day operations in Plexera ceased in order to minimize
cash expenses. Lumera also implemented additional cost-cutting measures
related to its overall restructuring which, together with costs
associated with closing Plexera, resulted in restructuring costs
totaling $934,000 recorded in operating expenses during the current
quarter. Included in the restructuring costs was a $534,000 provision
for severance costs resulting from the elimination of 29 positions, 23
of which were Plexera related, to be paid out over the second and third
quarters of 2008, a $243,000 provision for the estimated impairment of
Plexera’s fixed assets and a provision for
contract and license termination costs of $157,000. Lumera is currently
seeking ways to realize value from Plexera's assets and intellectual
property.
Asyrmatos Investment
As previously announced, on February 20, 2008, we entered into an
agreement with Asyrmatos, Inc, a privately held Boston-based company,
pursuant to which we transferred our intellectual property, other assets
related to millimeter wave communication technologies and $500,000 in
cash. In consideration for the transfer, we acquired shares which
represent 25% of the current outstanding preferred and common shares of
Asyrmatos and we received an option to acquire all of the outstanding
stock of Asyrmatos, Inc. in 2012. In addition, we were issued a $500,000
Note Receivable due February 19, 2010. Asyrmatos intends to continue the
development and commercialization of wireless millimeter wave
communication systems based in part on technology developed at Lumera.
Committed Equity Financing Facility
As previously announced, on February 21, 2008, we entered into a
three-year $25 million Committed Equity Financing Facility (the "CEFF”)
with Kingsbridge Capital ("Kingsbridge”).
Under the CEFF, subject to certain conditions and limitations, we may
require Kingsbridge to purchase up to 10 million shares or $25 million
of our common stock, whichever is less, at a predetermined discount
allowing us to raise capital in amounts and intervals that we deem
suitable. We are not obligated to sell any of the $25 million of common
stock available under the CEFF, and there are no minimum commitments or
minimum use penalties. The CEFF does not contain any restrictions on our
operating activities. We filed a registration statement in late March
2008 with respect to the resale of 4 million of the shares to
potentially be issued pursuant to the CEFF. The registration statement
is not yet effective.
Summary Financial Discussion
Revenues totaled $484,000 for the three months ended March 31, 2008
compared to $860,000 for the same period in 2007, a 44 percent decrease
over the prior year. Government contract revenue totaled $472,000 for
the current three month period, a decrease of $303,000 from $775,000 in
2007. The decline in our current quarter government contract revenue, as
expected, is entirely related to the timing of contract awards completed
late in the current quarter. Product revenues for the three months ended
March 31, 2008 totaled $12,000 consisting of electro-optic modulators
and materials. Product revenues for the same period in 2007 totaled
$85,000.
Operating expenses for the three months ended March 31, 2008 totaled
$6,410,000 compared to $3,434,000 for the same period in 2007. The
increase in operating expenses is due to a $1,023,000 increase in
research and development expense, due primarily to lower contract
revenues in the current period which caused an increase in direct labor
and related overhead costs applied to research and development expense,
a $1,953,000 increase in marketing, general and administrative expense
due primarily to legal and financial advisory fees of $1,020,000,
restructuring costs of $934,000, and a $500,000 collectability reserve
against the Note Receivable from Asyrmatos. These increases in operating
expenses were partially offset by a decrease in non-cash stock-based
compensation costs of $699,000 primarily due to forfeiture related
adjustments following the reduction in work force.
Lumera’s net loss totaled $6.04 million or
$0.30 per share for the three months ended March 31, 2008 compared with
$2.7 million or $0.13 per share for the same period in 2007.
Conference Call
Lumera will host a conference call to discuss results of its first
quarter 2008 on Tuesday, May 6, at 4:30 p.m. EDT. The call will be
broadcast over the Internet and can be accessed from the company's web
site at www.lumera.com.
Additionally, U.S. participants may join the conference call by dialing
800-435-1261 ten minutes prior to the start of the conference.
International participants can dial 617-614-4076. The conference
passcode number is 65359868. A telephone replay of the call will be
available through March 18, and can be accessed by dialing 888-286-8010
(for U.S. participants) or 617-801-6888 (for international
participants). The replay passcode is 85031524. A replay of the
conference call will be available on the company's web site.
About Lumera
Lumera is a leader in photonic communications. The company designs
electro-optic components based on proprietary polymer compounds for the
telecommunications and computing industries. For more information,
please visit www.lumera.com.
Certain statements contained in this release are forward-looking
statements that involve a number of risks and uncertainties. Factors
that could cause actual results to differ materially from those
projected in the company's forward-looking statements include the
following: market acceptance of our technologies and products; our
ability to obtain financing; our financial and technical resources
relative to those of our competitors; our ability to keep up with rapid
technological change; government regulation of our technologies; our
ability to enforce our intellectual property rights and protect our
proprietary technologies; the ability to obtain additional contract
awards and to develop partnership opportunities; the timing of
commercial product launches; the ability to achieve key technical
milestones in key products; and other risk factors identified from time
to time in the company's SEC reports, including its Annual Report on
Form 10-K, and its Quarterly Reports on Form 10-Q.
Lumera will file with the SEC a registration statement on Form S-4,
which will contain a proxy statement/prospectus regarding the proposed
merger transaction, as well as other relevant documents concerning the
transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND THESE OTHER
DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT LUMERA, GIGOPTIX LLC AND THE PROPOSED
TRANSACTION. A definitive proxy statement/prospectus will be sent to
Lumera’s stockholders seeking their approval
of Lumera’s issuance of shares in the
transaction and to members of GigOptix LLC. Investors and security
holders may obtain a free copy of the registration statement and proxy
statement/prospectus (when available) and other documents filed by
Lumera with the SEC at the SEC’s web site at www.sec.gov.
Free copies of Lumera’s SEC filings are
available on Lumera’s web site at www.lumera.com
and also may be obtained without charge by directing a request to Lumera
Corporation, 19910 North Creek Parkway, Bothell, WA 98011-3008,
Attention: Investor Relations or by telephoning us at 425-398-6546.
Lumera and its directors and executive officers may be deemed, under SEC
rules, to be participants in the solicitation of proxies from Lumera’s
stockholders with respect to the proposed transaction. Information
regarding Lumera’s directors and executive
officers is included in its annual report on Form 10-K filed with the
SEC on March 17, 2008, as amended by Form 10-K/A filed with the SEC on
March 27, 2008. More detailed information regarding the identity of
potential participants and their direct or indirect interests in the
transaction, by securities holdings or otherwise, will be set forth in
the registration statement and proxy statement/prospectus and other
documents to be filed with the SEC in connection with the proposed
transaction.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Lumera Corporation
Balance Sheet
(In thousands)
(Unaudited)
March 31, 2008
December 31, 2007
Assets
Current Assets
Cash and cash equivalents
$
2,500
$
7,132
Investment securities, available-for-sale, current
6,654
7,494
Accounts receivable, net of allowance
76
57
Costs and estimated earnings in excess of billings on uncompleted
contracts
391
101
Other current assets
385
350
Total current assets
10,006
15,134
Property and equipment, net
2,237
2,633
Restricted Investments
700
700
Other assets
46
46
Total Assets
$
12,989
$
18,513
Liabilities and Shareholders' Equity
Liabilities
Current Liabilities
Accounts payable
$
1,652
$
1,377
Accrued liabilities
2,060
1,585
Total current liabilities
3,712
2,962
Deferred rent, net of current portion
276
303
Total liabilities
3,988
3,265
Commitments and contingencies
Shareholders' Equity
Common stock, $0.001 par value, 120,000,000 shares authorized;
20,088,352 shares issued and outstanding at March 31, 2008, and
20,055,352 shares issued and outstanding at December 31, 2007
20
20
Additional Paid-in Capital
91,774
91,998
Accumulated other comprehensive income
22
4
Accumulated deficit
(82,815
)
(76,774
)
Total shareholders' equity
9,001
15,248
Total Liabilities and Shareholders' Equity
$
12,989
$
18,513
Lumera Corporation Statements of Operations
(In thousands, except earnings per share and share data)
(Unaudited)
Three Months ended March 31,
2008
2007
Revenue
$
484
$
860
Cost of revenue
236
443
Gross Profit
248
417
Research and development expense
2,294
1,271
Marketing, general and administrative expense
4,116
2,163
Total operating expenses
6,410
3,434
Loss from operations
(6,162
)
(3,017
)
Interest income
121
321
Net Loss
$
(6,041
)
$
(2,696
)
Net Loss per Share Basic and Diluted
$
(0.30
)
$
(0.13
)
Weighted Average Shares Outstanding -
Basic and Diluted
20,082,528
20,055,352
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