UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2021

☐ 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 001-38462

NLIGHT, INC.

(Exact name of Registrant as specified in its charter)

Delaware

91-2066376

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

4637 NW 18th Avenue

Camas, Washington 98607

(Address of principal executive office, including zip code)

(360) 566-4460

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Exchange on which Registered
Common Stock, par value $0.0001 per share	LASR	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August 3,~~November 2, 2021, the Registrant had ~~43,198,143~~43,920,633 shares of common stock outstanding.


TABLE OF CONTENTS
			Page

Part I. Financial Information			1
Item 1. Unaudited Interim Financial Statements			1
Consolidated Balance Sheets: ~~June~~September 30,, 2021 and December 31, 2020 (unaudited)			1
Consolidated Statements of Operations: Three and ~~and Six~~Nine Months Ended ~~June~~September 30,, 2021 and 2020 (unaudited)			2
Consolidated Statements of Comprehensive Loss: Three and ~~and Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020 (unaudited)			3
Consolidated Statements of Stockholders' Equity: Three and ~~and Six~~ Nine Months Ended ~~June~~September 30,, 2021 and 2020 (unaudited)			4
Consolidated Statements of Cash Flows: ~~Six~~Nine Months Ended ~~June~~September 30,, 2021 and 2020 (unaudited)			6
Notes to Consolidated Financial Statements (unaudited)			7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			16
Item 3. Quantitative and Qualitative Disclosures About Market Risk			23
Item 4. Controls and Procedures			2324
Part II. Other Information			24
Item 1. Legal Proceedings			24
Item 1A. Risk Factors			24
Item 6. Exhibits			2425
Signatures			26

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. UNAUDITED INTERIM FINANCIAL STATEMENTS

nLIGHT, Inc.

Consolidated Balance Sheets

(In thousands)

(Unaudited)


		As of					As of
		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	175,364	$	102,282	Cash and cash equivalents	$	165,584	$	102,282
Accounts receivable, net of allowances of $298 and $367		36,829		31,820
Accounts receivable, net of allowances of $299 and $367						Accounts receivable, net of allowances of $299 and $367	36,490		31,820
Inventory	Inventory	63,296		54,706		Inventory	70,683		54,706
Prepaid expenses and other current assets	Prepaid expenses and other current assets	11,568		11,767		Prepaid expenses and other current assets	17,267		11,767
Total current assets	Total current assets	287,057		200,575		Total current assets	290,024		200,575
Restricted cash	Restricted cash	250		291		Restricted cash	250		291
Lease right-of-use assets	Lease right-of-use assets	17,887		12,302		Lease right-of-use assets	17,187		12,302
Property, plant and equipment, net of accumulated depreciation of $70,216 and $66,262		49,378		44,480
Intangible assets, net of accumulated amortization of $7,693 and $6,280		6,519		8,345
Property, plant and equipment, net						Property, plant and equipment, net	52,303		44,480
Intangible assets, net						Intangible assets, net	5,580		8,345
Goodwill	Goodwill	12,457		12,484		Goodwill	12,437		12,484
Other assets, net	Other assets, net	5,026		5,167		Other assets, net	4,190		5,167
Total assets	Total assets	$	378,574	$	283,644	Total assets	$	381,971	$	283,644

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	25,677	$	21,057	Accounts payable	$	31,868	$	21,057
Accrued liabilities	Accrued liabilities	15,564		15,321		Accrued liabilities	15,742		15,321
Deferred revenues	Deferred revenues	2,666		2,528		Deferred revenues	1,607		2,528
Current portion of lease liabilities	Current portion of lease liabilities	2,921		2,273		Current portion of lease liabilities	2,858		2,273
Current portion of long-term debt	Current portion of long-term debt	0		184		Current portion of long-term debt	—		184
Total current liabilities	Total current liabilities	46,828		41,363		Total current liabilities	52,075		41,363
Non-current income taxes payable	Non-current income taxes payable	6,882		7,556		Non-current income taxes payable	6,988		7,556
Long-term lease liabilities	Long-term lease liabilities	15,505		10,375		Long-term lease liabilities	14,921		10,375
Long-term debt	Long-term debt	30		215		Long-term debt	—		215
Other long-term liabilities	Other long-term liabilities	4,683		4,221		Other long-term liabilities	3,989		4,221
Total liabilities	Total liabilities	73,928		63,730		Total liabilities	77,973		63,730
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:

Common stock - $0.0001 par value; 190,000 shares authorized, 43,181 shares issued and outstanding at June 30, 2021, and 39,793 shares issued and outstanding at December 31, 2020		15		15
Common stock - $0.0001 par value; 190,000 shares authorized, 43,876 and 39,793 shares issued and outstanding at September 30, 2021, and December 31, 2020, respectively.						Common stock - $0.0001 par value; 190,000 shares authorized, 43,876 and 39,793 shares issued and outstanding at September 30, 2021, and December 31, 2020, respectively.	15		15
Additional paid-in capital	Additional paid-in capital	457,480		358,544		Additional paid-in capital	464,090		358,544
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(424)		(259)		Accumulated other comprehensive loss	(802)		(259)
Accumulated deficit	Accumulated deficit	(152,425)		(138,386)		Accumulated deficit	(159,305)		(138,386)
Total stockholders’ equity	Total stockholders’ equity	304,646		219,914		Total stockholders’ equity	303,998		219,914
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	378,574	$	283,644	Total liabilities and stockholders’ equity	$	381,971	$	283,644

See accompanying notes to consolidated financial statements.

Table of Contents

nLIGHT, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020				2021		2020		2021		2020
Revenue:	Revenue:										Revenue:
Products	Products	$	53,561	$	45,104	$	100,896	$	82,034		Products	$	54,393	$	51,117	$	155,289	$	133,151
Development	Development	15,552		7,034		29,562		13,319			Development	17,842		10,615		47,404		23,934
Total revenue	Total revenue	69,113		52,138		130,458		95,353			Total revenue	72,235		61,732		202,693		157,085
Cost of revenue:	Cost of revenue:										Cost of revenue:
Products	Products	34,240		32,597		64,635		60,497			Products	34,193		34,645		98,828		95,142
Development	Development	14,548		6,485		27,853		12,299			Development	16,647		9,927		44,500		22,226
Total cost of revenue	Total cost of revenue	48,788		39,082		92,488		72,796			Total cost of revenue	50,840		44,572		143,328		117,368
Gross profit	Gross profit	20,325		13,056		37,970		22,557			Gross profit	21,395		17,160		59,365		39,717
Operating expenses:	Operating expenses:										Operating expenses:
Research and development	Research and development	14,282		9,472		25,992		18,010			Research and development	14,838		11,126		40,830		29,136
Sales, general, and administrative	Sales, general, and administrative	15,057		9,633		26,771		17,333			Sales, general, and administrative	13,316		10,010		40,087		27,343
Total operating expenses	Total operating expenses	29,339		19,105		52,763		35,343			Total operating expenses	28,154		21,136		80,917		56,479
Loss from operations	Loss from operations	(9,014)		(6,049)		(14,793)		(12,786)			Loss from operations	(6,759)		(3,976)		(21,552)		(16,762)
Other income (expense):	Other income (expense):										Other income (expense):
Interest income (expense), net	Interest income (expense), net	(32)		(65)		(106)		218			Interest income (expense), net	(20)		(96)		(126)		122
Other income (expense), net		118		(298)		144		(414)
Other income, net											Other income, net	102		477		246		63
Loss before income taxes	Loss before income taxes	(8,928)		(6,412)		(14,755)		(12,982)			Loss before income taxes	(6,677)		(3,595)		(21,432)		(16,577)
Income tax expense (benefit)	Income tax expense (benefit)	(1,038)		418		(716)		1,323			Income tax expense (benefit)	203		(1,485)		(513)		(162)
Net loss	Net loss	$	(7,890)	$	(6,830)	$	(14,039)	$	(14,305)		Net loss	$	(6,880)	$	(2,110)	$	(20,919)	$	(16,415)

Net loss per share, basic and diluted	Net loss per share, basic and diluted	$	(0.19)	$	(0.18)	$	(0.34)	$	(0.38)		Net loss per share, basic and diluted	$	(0.16)	$	(0.05)	$	(0.50)	$	(0.43)

Shares used in per share calculations, basic and diluted	Shares used in per share calculations, basic and diluted	42,313		38,177		41,187		38,003			Shares used in per share calculations, basic and diluted	42,884		38,558		41,759		38,195

See accompanying notes to consolidated financial statements.

Table of Contents

nLIGHT, Inc.

Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020				2021		2020		2021		2020
Net loss	Net loss	$	(7,890)	$	(6,830)	$	(14,039)	$	(14,305)		Net loss	$	(6,880)	$	(2,110)	$	(20,919)	$	(16,415)
Other comprehensive loss:	Other comprehensive loss:										Other comprehensive loss:
Foreign currency translation adjustments, net of tax	Foreign currency translation adjustments, net of tax	497		333		(165)		(163)			Foreign currency translation adjustments, net of tax	(378)		1,091		(543)		928
Comprehensive loss	Comprehensive loss	$	(7,393)	$	(6,497)	$	(14,204)	$	(14,468)		Comprehensive loss	$	(7,258)	$	(1,019)	$	(21,462)	$	(15,487)

See accompanying notes to consolidated financial statements.

Table of Contents

nLIGHT, Inc.

Consolidated Statements of Stockholders' Equity

(In thousands)

(Unaudited)


			Three Months Ended June 30, 2021																		Three Months Ended September 30, 2021
		Common stock	Additional paid-in capital		Accumulated other comprehensive loss		Accumulated deficit			Total stockholders' equity							Common stock	Additional paid-in capital	Accumulated other comprehensive loss		Accumulated deficit	Total stockholders' equity
				Shares					Amount											Shares				Accumulated deficit	Amount		Total stockholders' equity

Balance, March 31, 2021			42,783		$	15	$	449,496		$	(921)	$	(144,535)	$	304,055
Balance, June 30, 2021																Balance, June 30, 2021					43,181	$	15					$	457,480	$	(424)	$	(152,425)	$	304,646
Net loss	Net loss		—		—		—			—		(7,890)		(7,890)		Net loss					—	—			—			—		(6,880)		(6,880)
Offering costs			—		—		(1)			—		—		(1)

Issuance of common stock pursuant to exercise of stock options	Issuance of common stock pursuant to exercise of stock options		101		—		196			—		—		196		Issuance of common stock pursuant to exercise of stock options					193	—			205			—		—		205
Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax	Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax		264		—		(4,567)			—		—		(4,567)		Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax					502	—			(3,667)			—		—		(3,667)
Issuance of common stock under the Employee Stock Purchase Plan			33		—		750			—		—		750

Stock-based compensation	Stock-based compensation		—		—		11,606			—		—		11,606		Stock-based compensation					—	—			10,072			—		—		10,072
Cumulative translation adjustment, net of tax	Cumulative translation adjustment, net of tax		—		—		—			497		—		497		Cumulative translation adjustment, net of tax					—	—			—			(378)		—		(378)
Balance, June 30, 2021			43,181		$	15	$	457,480		$	(424)	$	(152,425)	$	304,646
Balance, September 30, 2021																Balance, September 30, 2021					43,876	$	15		$	464,090		$	(802)	$	(159,305)	$	303,998


			Six Months Ended June 30, 2021														Nine Months Ended September 30, 2021
		Common stock		Additional paid-in capital			Accumulated other comprehensive loss		Accumulated deficit		Total stockholders' equity					Common stock	Additional paid-in capital	Accumulated other comprehensive loss		Accumulated deficit		Total stockholders' equity
			Shares			Amount																		Total stockholders' equity
Balance, December 31, 2020	Balance, December 31, 2020		39,793	$	15		$	358,544	$	(259)	$	(138,386)	$	219,914	Balance, December 31, 2020		39,793	$	15	$	358,544	$	(259)			$	219,914
Net loss	Net loss		—	—			—		—		(14,039)		(14,039)		Net loss		—	—		—		—		(20,919)		(20,919)
Proceeds from follow-on offering, net of offering costs	Proceeds from follow-on offering, net of offering costs		2,537	—			82,354		—		—		82,354		Proceeds from follow-on offering, net of offering costs		2,537	—		82,354		—		—		82,354
Issuance of common stock pursuant to exercise of stock options	Issuance of common stock pursuant to exercise of stock options		553	—			770		—		—		770		Issuance of common stock pursuant to exercise of stock options		746	—		975		—		—		975
Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax	Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax		265	—			(4,598)		—		—		(4,598)		Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax		767	—		(8,265)		—		—		(8,265)
Issuance of common stock under the Employee Stock Purchase Plan	Issuance of common stock under the Employee Stock Purchase Plan		33	—			750		—		—		750		Issuance of common stock under the Employee Stock Purchase Plan		33	—		750		—		—		750
Stock-based compensation	Stock-based compensation		—	—			19,660		—		—		19,660		Stock-based compensation		—	—		29,732		—		—		29,732
Cumulative translation adjustment, net of tax	Cumulative translation adjustment, net of tax		—	—			—		(165)		—		(165)		Cumulative translation adjustment, net of tax		—	—		—		(543)		—		(543)
Balance, June 30, 2021			43,181	$	15		$	457,480	$	(424)	$	(152,425)	$	304,646
Balance, September 30, 2021															Balance, September 30, 2021		43,876	$	15	$	464,090	$	(802)	$	(159,305)	$	303,998

Table of Contents


			Three Months Ended June 30, 2020																		Three Months Ended September 30, 2020
		Common stock	Additional paid-in capital		Accumulated other comprehensive loss		Accumulated deficit			Total stockholders' equity							Common stock	Additional paid-in capital	Accumulated other comprehensive loss		Accumulated deficit	Total stockholders' equity
				Shares					Amount											Shares				Accumulated deficit	Amount		Total stockholders' equity
Balance, March 31, 2020			38,473		$	15	$	341,042		$	(3,181)	$	(124,929)	$	212,947
Balance, June 30, 2020																Balance, June 30, 2020					38,850	$	15					$	345,917	$	(2,848)	$	(131,759)	$	211,325

Net loss	Net loss		—		—		—			—		(6,830)		(6,830)		Net loss					—	—			—			—		(2,110)		(2,110)
Issuance of common stock pursuant to exercise of stock options	Issuance of common stock pursuant to exercise of stock options		145		—		299			—		—		299		Issuance of common stock pursuant to exercise of stock options					115	—			260			—		—		260
Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax	Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax		193		—		(2,146)			—		—		(2,146)		Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax					370	—			(1,157)			—		—		(1,157)

Issuance of common stock under the Employee Stock Purchase Plan			39		—		685			—		—		685

Stock-based compensation	Stock-based compensation		—		—		6,037			—		—		6,037		Stock-based compensation					—	—			6,683			—		—		6,683
Cumulative translation adjustment, net of tax	Cumulative translation adjustment, net of tax		—		—		—			333		—		333		Cumulative translation adjustment, net of tax					—	—			—			1,091		—		1,091
Balance, June 30, 2020			38,850		$	15	$	345,917		$	(2,848)	$	(131,759)	$	211,325
Balance, September 30, 2020																Balance, September 30, 2020					39,335	$	15		$	351,703		$	(1,757)	$	(133,869)	$	216,092


			Six Months Ended June 30, 2020																							Nine Months Ended September 30, 2020
		Common stock		Additional paid-in capital			Accumulated other comprehensive loss			Accumulated deficit			Total stockholders' equity										Common stock	Additional paid-in capital		Accumulated other comprehensive loss		Accumulated deficit			Total stockholders' equity
			Shares					Amount																	Additional paid-in capital		Accumulated other comprehensive loss			Accumulated deficit					Total stockholders' equity
Balance, December 31, 2019	Balance, December 31, 2019		38,084		$	15		$	336,732		$	(2,685)				$	(117,454)			$	216,608	Balance, December 31, 2019						38,084			$	15	$	336,732			$	(2,685)	$	(117,454)	$	216,608

Net loss	Net loss		—		—			—			—			(14,305)				(14,305)		Net loss						—		—			—				—				(16,415)		(16,415)
Issuance of common stock pursuant to exercise of stock options	Issuance of common stock pursuant to exercise of stock options		518		—			857			—			—				857		Issuance of common stock pursuant to exercise of stock options						633		—			1,117				—				—		1,117
Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax	Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax		209		—			(2,157)			—			—				(2,157)		Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax						579		—			(3,314)				—				—		(3,314)
Issuance of common stock under the Employee Stock Purchase Plan	Issuance of common stock under the Employee Stock Purchase Plan		39		—			685			—			—				685		Issuance of common stock under the Employee Stock Purchase Plan						39		—			685				—				—		685
Stock-based compensation	Stock-based compensation		—		—			9,800			—			—				9,800		Stock-based compensation						—		—			16,483				—				—		16,483
Cumulative translation adjustment, net of tax	Cumulative translation adjustment, net of tax		—		—			—			(163)			—				(163)		Cumulative translation adjustment, net of tax						—		—			—				928				—		928
Balance, June 30, 2020			38,850		$	15		$	345,917		$	(2,848)		$	(131,759)			$	211,325
Balance, September 30, 2020																				Balance, September 30, 2020						39,335		$	15		$	351,703			$	(1,757)			$	(133,869)	$	216,092

See accompanying notes to consolidated financial statements.

Table of Contents

nLIGHT, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


		Six Months Ended June 30,				Nine Months Ended September 30,
		2021		2020				2021		2020
Cash flows from operating activities:	Cash flows from operating activities:						Cash flows from operating activities:
Net loss	Net loss	$	(14,039)	$	(14,305)		Net loss	$	(20,919)	$	(16,415)
Adjustments to reconcile net loss to net cash provided by operating activities:	Adjustments to reconcile net loss to net cash provided by operating activities:						Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	Depreciation	4,290		3,614			Depreciation	6,670		5,614
Amortization	Amortization	3,122		2,815			Amortization	4,641		4,319
Reduction in carrying amount of right-of-use assets	Reduction in carrying amount of right-of-use assets	1,632		1,425			Reduction in carrying amount of right-of-use assets	2,435		2,162
Provision for (recoveries of) losses on accounts receivable	Provision for (recoveries of) losses on accounts receivable	(72)		62			Provision for (recoveries of) losses on accounts receivable	(70)		84
Stock-based compensation	Stock-based compensation	19,660		9,800			Stock-based compensation	29,732		16,483
Deferred income taxes	Deferred income taxes	(11)		0			Deferred income taxes	(11)		—
Loss on disposal of assets	Loss on disposal of assets	3		0			Loss on disposal of assets	3		—

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:						Changes in operating assets and liabilities:
Accounts receivable, net	Accounts receivable, net	(4,849)		3,012			Accounts receivable, net	(4,580)		4,094
Inventory	Inventory	(8,611)		(4,457)			Inventory	(16,169)		(6,411)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	175		(1,801)			Prepaid expenses and other current assets	(5,542)		(4,753)
Other assets	Other assets	(905)		(2,131)			Other assets	(437)		(2,418)
Accounts payable	Accounts payable	3,335		7,400			Accounts payable	9,699		10,565
Accrued and other long-term liabilities	Accrued and other long-term liabilities	1,347		1,243			Accrued and other long-term liabilities	907		1,494
Deferred revenues	Deferred revenues	133		1,519			Deferred revenues	(925)		1,405
Lease liabilities	Lease liabilities	(1,404)		(1,428)			Lease liabilities	(2,156)		(2,120)
Non-current income taxes payable	Non-current income taxes payable	(721)		234			Non-current income taxes payable	(591)		591
Net cash provided by operating activities	Net cash provided by operating activities	3,085		7,002			Net cash provided by operating activities	2,687		14,694
Cash flows from investing activities:	Cash flows from investing activities:						Cash flows from investing activities:
Acquisition of business, net of cash acquired	Acquisition of business, net of cash acquired	(291)		0			Acquisition of business, net of cash acquired	(291)		(168)
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(7,962)		(17,040)			Purchases of property, plant and equipment	(13,636)		(19,395)
Capitalization of patents	Capitalization of patents	(216)		(628)			Capitalization of patents	(303)		(717)

Net cash used in investing activities	Net cash used in investing activities	(8,469)		(17,668)			Net cash used in investing activities	(14,230)		(20,280)
Cash flows from financing activities:	Cash flows from financing activities:						Cash flows from financing activities:
Proceeds from public offerings, net of offering costs	Proceeds from public offerings, net of offering costs	82,354		0			Proceeds from public offerings, net of offering costs	82,354		—
Proceeds from term loan	Proceeds from term loan	0		15,000			Proceeds from term loan	—		15,000
Principal payments on debt and financing leases	Principal payments on debt and financing leases	(399)		(45)			Principal payments on debt and financing leases	(428)		(15,126)
Payment of contingent consideration related to acquisition	Payment of contingent consideration related to acquisition	(326)		0			Payment of contingent consideration related to acquisition	(326)		—

Proceeds from employee stock plan purchases	Proceeds from employee stock plan purchases	750		685			Proceeds from employee stock plan purchases	750		685

Proceeds from stock option exercises	Proceeds from stock option exercises	770		857			Proceeds from stock option exercises	975		1,117
Tax payments related to stock award issuances	Tax payments related to stock award issuances	(4,598)		(2,157)			Tax payments related to stock award issuances	(8,265)		(3,314)
Net cash provided by financing activities		78,551		14,340
Net cash provided by (used in) financing activities							Net cash provided by (used in) financing activities	75,060		(1,638)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(126)		(27)			Effect of exchange rate changes on cash	(256)		373
Net increase in cash, cash equivalents, and restricted cash		73,041		3,647
Net increase (decrease) in cash, cash equivalents, and restricted cash							Net increase (decrease) in cash, cash equivalents, and restricted cash	63,261		(6,851)
Cash, cash equivalents, and restricted cash, beginning of period	Cash, cash equivalents, and restricted cash, beginning of period	102,573		117,293			Cash, cash equivalents, and restricted cash, beginning of period	102,573		117,294
Cash, cash equivalents, and restricted cash, end of period	Cash, cash equivalents, and restricted cash, end of period	$	175,614	$	120,940		Cash, cash equivalents, and restricted cash, end of period	$	165,834	$	110,443
Supplemental disclosures:	Supplemental disclosures:						Supplemental disclosures:
Cash paid (received) for interest, net	Cash paid (received) for interest, net	$	103	$	(316)		Cash paid (received) for interest, net	$	116	$	(312)
Cash paid for income taxes	Cash paid for income taxes	393		1,015			Cash paid for income taxes	434		1,015
Right-of-use assets obtained in exchange for lease liabilities	Right-of-use assets obtained in exchange for lease liabilities	7,224		12,408			Right-of-use assets obtained in exchange for lease liabilities	7,348		13,470
Accrued purchases of property, equipment and patents	Accrued purchases of property, equipment and patents	2,139		993			Accrued purchases of property, equipment and patents	2,287		1,294

See accompanying notes to consolidated financial statements.

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nLIGHT, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 - Basis of Presentation and New Accounting Pronouncements

Basis of Presentation

The accompanying unaudited consolidated financial statements of nLIGHT, Inc. and our wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The unaudited financial information reflects, in the opinion of management, all adjustments necessary for a fair presentation of financial position, results of operations, stockholders’ equity, and cash flows for the interim periods presented. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2020 Annual Report on Form 10-K.

Critical Accounting Policies

Our critical accounting policies have not materially changed during the ~~six~~nine months ended ~~June~~September 30, 2021 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

New Accounting Pronouncements

ASU 2016-13, ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2020-03

The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, in June 2016. ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For assets measured at amortized cost, the new standard requires that the income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016-13 was amended in November 2018, April 2019 and March 2020. We adopted ASU 2016-13, as amended, on January 1, 2021 on a prospective basis. The adoption did not have a material impact on our financial position, results of operations or cash flows.

ASU 2019-12

The FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, in December 2019. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We adopted ASU 2019-12 on January 1, 2021 on a prospective basis. The adoption did not have a material impact on our financial position, results of operations or cash flows.

Note 2 - Acquisitions

nLIGHT Europe Srl (formerly known as OPI Photonics Srl)

On July 30, 2020, we acquired the outstanding shares of OPI Photonics S.r.l. (OPI), an Italian limited liability company, for cash consideration of approximately $1.6 million, of which $0.2 million was paid at closing with the remaining $1.4 million to be paid over the next 24 months. The acquisition price was allocated to the tangible and identified intangible assets acquired and liabilities assumed as of the closing date of the acquisition based upon their respective fair values, and the excess of purchase price over the fair value amounts representing goodwill. The fair values assigned to assets acquired and liabilities assumed were based on management’s best estimates and assumptions as of the reporting date and are considered preliminary. Changes to amounts recorded as assets or liabilities may result in corresponding adjustments to goodwill. Pro forma financial information has not been provided for the purchase as it was not material to our overall financial position.

During the ~~three and six~~nine months ended ~~June~~September 30, 2021, accrued acquisition consideration of ~~$0.3 million and~~ $0.6 million, ~~respectively,~~including contingent consideration of $0.3 million, was paid to the sellers of OPI.

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Note 3 - Revenue

The following tables represent a disaggregation of revenue from contracts with customers for the periods presented (in thousands):

Sales by End Market


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020				2021		2020		2021		2020
Industrial	Industrial	$	24,907	$	22,630	$	46,307	$	38,620		Industrial	$	26,737	$	21,880	$	73,044	$	60,500
Microfabrication	Microfabrication	20,274		14,300		35,489		24,719			Microfabrication	17,695		14,052		53,184		38,771
Aerospace and Defense	Aerospace and Defense	23,932		15,208		48,662		32,014			Aerospace and Defense	27,803		25,800		76,465		57,814
		$	69,113	$	52,138	$	130,458	$	95,353			$	72,235	$	61,732	$	202,693	$	157,085

Sales by Geography


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020				2021		2020		2021		2020
North America	North America	$	33,095	$	20,494	$	64,229	$	41,540		North America	$	37,430	$	31,384	$	101,659	$	72,924
China	China	18,759		21,495		34,336		33,537			China	13,709		19,186		48,045		52,723
Rest of World	Rest of World	17,259		10,149		31,893		20,276			Rest of World	21,096		11,162		52,989		31,438
		$	69,113	$	52,138	$	130,458	$	95,353			$	72,235	$	61,732	$	202,693	$	157,085

Sales by Timing of Revenue


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020				2021		2020		2021		2020
Point in time	Point in time	$	50,123	$	45,273	$	97,117	$	82,203		Point in time	$	53,070	$	51,101	$	150,187	$	133,304
Over time	Over time	18,990		6,865		33,341		13,150			Over time	19,165		10,631		52,506		23,781
		$	69,113	$	52,138	$	130,458	$	95,353			$	72,235	$	61,732	$	202,693	$	157,085

Our contract assets and liabilities are as follows (in thousands):


		Balance Sheet Classification	As of					Balance Sheet Classification	As of
			June 30, 2021		December 31, 2020				September 30, 2021		December 31, 2020
Contract assets	Contract assets	Prepaid expenses and other current assets	$	6,880	$	5,680	Contract assets	Prepaid expenses and other current assets	$	11,771	$	5,680
Contract liabilities	Contract liabilities	Deferred revenue and other long-term liabilities	3,152		2,985		Contract liabilities	Deferred revenues and other long-term liabilities	2,420		2,985

During the three and ~~six~~nine months ended ~~June~~September 30, 2021, we recognized revenue of ~~$2.3~~$0.3 million and ~~$3.7~~$2.1 million, respectively, that was included in the deferred revenue balances at the beginning of the ~~periods~~period as the performance obligations under the associated agreements were satisfied.

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Note 4 - Concentrations of Credit and Other Risks

The following customers accounted for 10% or more of our revenues for the periods presented:


		Three Months Ended June 30,		Six Months Ended June 30,		Three Months Ended September 30,			Nine Months Ended September 30,
		2021	2020	2021	2020			2021	2020	2021	2020

U.S. Government	U.S. Government	20%	12%	20%	11%		U.S. Government	23%	16%	21%	13%
Quick Laser Technology Co., Ltd.	Quick Laser Technology Co., Ltd.	(1)	15%	(1)	12%		Quick Laser Technology Co., Ltd.	(1)	13%	(1)	13%
Raytheon Technologies	Raytheon Technologies	(1)	11%	(1)	13%		Raytheon Technologies	(1)	12%	(1)	13%

(1) Represents less than 10% of total revenues

Financial instruments that potentially expose us to concentrations of credit risk consist principally of accounts receivable. As of ~~June~~September 30, 2021 and December 31, 2020, two customers accounted for approximately ~~34%~~33% and 43%, respectively, of net accounts receivable. No other customers accounted for 10% or more of net accounts receivable at either date.

Note 5 - Fair Value of Financial Instruments

The carrying amounts of certain of our financial instruments, including cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities are shown at cost which approximates fair value due to the short-term nature of these instruments. The fair value of our term and revolving loans approximates the carrying value due to the variable market rate used to calculate interest payments.

We do not have any other significant financial assets or liabilities that are measured at fair value.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

•Level 1 Inputs: Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.

•Level 2 Inputs: Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 Inputs: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our financial instruments that are carried at fair value consist of Level 1 assets which include highly liquid investments and bank drafts classified as cash equivalents. Our fair value hierarchy for our financial instruments consists of cash equivalents as follows (in thousands):


		June 30, 2021									September 30, 2021
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Money market securities	Money market securities	$	156,893	$	0	$	0	$	156,893	Money market securities	$	136,894	$	—	$	—	$	136,894
Commercial paper	Commercial paper	1,873		0		0		1,873		Commercial paper	3,885		—		—		3,885
Total	Total	$	158,766	$	0	$	0	$	158,766	Total	$	140,779	$	—	$	—	$	140,779

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		December 31, 2020									December 31, 2020
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Money market securities	Money market securities	$	74,084	$	0	$	0	$	74,084	Money market securities	$	74,084	$	—	$	—	$	74,084
Commercial paper	Commercial paper	1,584		0		0		1,584		Commercial paper	1,584		—		—		1,584
Total	Total	$	75,668	$	0	$	0	$	75,668	Total	$	75,668	$	—	$	—	$	75,668

Note 6 - Inventory

Inventory is stated at the lower of average cost (principally standard cost, which approximates actual cost on a first-in, first-out basis) and net realizable value. Inventory includes raw materials and components that may be specialized in nature and subject to obsolescence. On a quarterly basis, we review inventory quantities on hand in comparison to our past consumption, recent purchases, and other factors to determine what inventory quantities, if any, may not be sellable. Based on this analysis, we write down the affected inventory value for estimated excess and obsolescence charges. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Inventory consisted of the following (in thousands):


		As of					As of
		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Raw materials	Raw materials	$	25,289	$	21,410	Raw materials	$	29,725	$	21,410
Work in process and semi-finished goods	Work in process and semi-finished goods	23,061		21,320		Work in process and semi-finished goods	24,085		21,320
Finished goods	Finished goods	14,946		11,976		Finished goods	16,873		11,976
		$	63,296	$	54,706		$	70,683	$	54,706

Note 7 - Property, Plant and Equipment

Property, plant and equipment consist of the following (in thousands):


			As of						As of
		Useful life (years)	June 30, 2021		December 31, 2020			Useful life (years)	September 30, 2021		December 31, 2020
Automobile	Automobile	3	$	113	$	34	Automobile	3	$	113	$	34
Computer hardware and software	Computer hardware and software	3-5	5,806		4,840		Computer hardware and software	3 - 5	6,046		4,840
Manufacturing and lab equipment	Manufacturing and lab equipment	2-7	73,360		69,849		Manufacturing and lab equipment	2 - 7	76,652		69,849
Office equipment and furniture	Office equipment and furniture	5-7	1,849		1,605		Office equipment and furniture	5 - 7	2,168		1,605
Leasehold and building improvements	Leasehold and building improvements	2-12	25,675		21,934		Leasehold and building improvements	2 - 12	26,956		21,934
Buildings	Buildings	30	9,392		9,081		Buildings	30	9,392		9,081
Land	Land	N/A	3,399		3,399		Land	N/A	3,399		3,399
			119,594		110,742				124,726		110,742
Accumulated depreciation	Accumulated depreciation		(70,216)		(66,262)		Accumulated depreciation		(72,423)		(66,262)
			$	49,378	$	44,480			$	52,303	$	44,480

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Note 8 - Intangible Assets and Goodwill

Intangibles

The details of amortizing intangible assets are as follows (in ~~thousands, except for estimated useful lives)~~thousands):


		Estimated useful life (in years)	As of					Estimated useful life (in years)	As of
			June 30, 2021		December 31, 2020				September 30, 2021		December 31, 2020
Patents	Patents	3 - 5	$	5,887	$	6,199	Patents	3 - 5	$	5,965	$	6,199
Development programs	Development programs	2 - 4	7,200		7,200		Development programs	2 - 4	7,200		7,200
Developed technology	Developed technology	5	1,125		1,226		Developed technology	5	1,125		1,226
			14,212		14,625				14,290		14,625
Accumulated amortization	Accumulated amortization		(7,693)		(6,280)		Accumulated amortization		(8,710)		(6,280)
			$	6,519	$	8,345			$	5,580	$	8,345

Estimated amortization expense for future years is as follows (in thousands):


Remainder of 2021	Remainder of 2021	$	1,883	Remainder of 2021	$	868
2022	2022	2,402		2022	2,431
2023	2023	1,720		2023	1,749
2024	2024	378		2024	396
2025	2025	136		2025	136

		$	6,519		$	5,580

Goodwill

The carrying amount of goodwill by segment ~~was~~is as follows (in thousands):


		Laser Products		Advanced Development		Totals			Laser Products		Advanced Development		Totals
Balance, December 31, 2020	Balance, December 31, 2020	$	2,236	$	10,248	$	12,484	Balance, December 31, 2020	$	2,236	$	10,248	$	12,484

Currency exchange rate adjustment	Currency exchange rate adjustment	(27)		0		(27)		Currency exchange rate adjustment	(47)		—		(47)
Balance, June 30, 2021		$	2,209	$	10,248	$	12,457
Balance, September 30, 2021								Balance, September 30, 2021	$	2,189	$	10,248	$	12,437

Note 9 - Accrued Liabilities

Accrued liabilities consist of the following (in thousands):


		As of					As of
		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Accrued payroll and benefits	Accrued payroll and benefits	$	12,293	$	10,770	Accrued payroll and benefits	$	11,568	$	10,770
Product warranty, current	Product warranty, current	2,246		2,122		Product warranty, current	2,251		2,122

Income tax payable		53		401

Other accrued expenses	Other accrued expenses	972		2,028		Other accrued expenses	1,923		2,429
		$	15,564	$	15,321		$	15,742	$	15,321

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Note 10 - Product Warranties

We provide warranties on certain products and record a liability for the estimated future costs associated with warranty claims at the time revenue is recognized. The warranty liability is based on historical experience, any specifically identified failures, and our estimate of future costs. The current portion of our product warranty liability is included in the Accrued liabilities and the long-term portion is included in Other long-term liabilities on our Consolidated Balance Sheets.

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Product warranty liability activity was as follows for the periods presented (in thousands):


		Six Months Ended June 30,					Nine Months Ended September 30,
		2021		2020			2021		2020
Product warranty liability, beginning	Product warranty liability, beginning	$	4,711	$	2,984	Product warranty liability, beginning	$	4,711	$	2,984
Warranty charges incurred, net	Warranty charges incurred, net	(1,132)		(1,531)		Warranty charges incurred, net	(1,699)		(2,259)
Provision for warranty charges, net of adjustments	Provision for warranty charges, net of adjustments	1,779		2,271		Provision for warranty charges, net of adjustments	2,431		3,425
Acquired warranty	Acquired warranty	0		100		Acquired warranty	—		100
Product warranty liability, ending	Product warranty liability, ending	5,358		3,824		Product warranty liability, ending	5,443		4,250
Less: current portion of product warranty liability	Less: current portion of product warranty liability	(2,246)		(1,918)		Less: current portion of product warranty liability	(2,251)		(1,982)
Non-current portion of product warranty liability	Non-current portion of product warranty liability	$	3,112	$	1,906	Non-current portion of product warranty liability	$	3,192	$	2,268

Note 11 - Line of Credit Facility

We have a $40.0 million revolving line of credit (LOC) with Pacific Western Bank dated September 24, 2018, which is secured by our assets.

On September 24, 2021, we amended the LOC to extend the maturity date to September 24, 2024, remove LIBOR references and update the financial covenants.

The LOC agreement contains restrictive and financial covenants and bears an unused credit fee of 0.20% on an annualized basis. The interest rate on the LOC is based on the Prime rate minus a margin based on our liquidity levels. No amounts were outstanding under the LOC at September 30, 2021 and we were in compliance with all covenants.

Note 1112 - Commitments and Contingencies

Leases

See Note ~~12.~~13.

Legal Matters

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. As of ~~June~~September 30, 2021, and as of the filing of this Quarterly Report on Form 10-Q, we were not involved in any material legal proceedings.

Note 1213 - Leases

We lease real estate space under non-cancelable operating lease agreements for commercial and industrial space. Facilities-related operating leases have remaining terms of ~~0.3~~0.2 to ~~13.9~~13.7 years, and some leases include options to extend up to 15 years. Other leases for automobiles, manufacturing and office and computer equipment have remaining lease terms of ~~0.1~~0.8 to ~~4.9~~4.7 years. These leases are primarily operating leases; financing leases are not material. We did not include any renewal options in our lease terms for calculating the lease liabilities as we are not reasonably certain we will exercise the options at this time. The weighted-average remaining lease term for the lease obligations was 9 years at ~~June~~September 30, 2021, and the weighted-average discount rate was 3.6%.

The components of lease expense related to operating leases were as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Lease expense:
Operating lease expense $ 1,092 $ 651 $ 1,966 $ 1,420
Short-term lease expense 210 31 283 118
Variable and other lease expense 235 107 357 253
$ 1,537 $ 789 $ 2,606 $ 1,791

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		Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020
Lease expense:
	Operating lease expense	$	968	$	758	$	2,933	$	2,178
	Short-term lease expense	172		35		456		153
	Variable and other lease expense	192		128		549		381
		$	1,332	$	921	$	3,938	$	2,712

Future minimum payments under our non-cancelable lease obligations were as follows as of ~~June~~September 30, 2021 (in thousands):


Remainder of 2021	Remainder of 2021	$	1,819	Remainder of 2021	$	914
2022	2022	3,299		2022	3,333
2023	2023	2,479		2023	2,508
2024	2024	2,345		2024	2,361
2025	2025	1,896		2025	1,913
Thereafter	Thereafter	10,011		Thereafter	10,041
Total minimum lease payments	Total minimum lease payments	21,849		Total minimum lease payments	21,070
Less: interest	Less: interest	(3,423)		Less: interest	(3,291)
Present value of net minimum lease payments	Present value of net minimum lease payments	18,426		Present value of net minimum lease payments	17,779
Less: current portion of lease liabilities	Less: current portion of lease liabilities	(2,921)		Less: current portion of lease liabilities	(2,858)
Total long-term lease liabilities	Total long-term lease liabilities	$	15,505	Total long-term lease liabilities	$	14,921

Note 1314 - Stockholders' Equity and Stock-Based Compensation

Public Offering

In March 2021, we closed a follow-on public offering in which we issued and sold approximately 2.5 million shares of common stock (including approximately 0.3 million shares sold pursuant to the full exercise of the underwriters option to purchase additional shares) at an offering price of $34.00 per share, resulting in aggregate net proceeds to us of approximately $82.4 million after deducting underwriting discounts, commissions and offering costs.

Restricted Stock Awards and Units

Restricted stock award (RSA) and restricted stock unit (RSU) activity under our equity incentive plan was as follows (in thousands, except weighted-average grant date fair values):


			Number of Restricted Stock Awards	Weighted-Average Grant Date Fair Value				Number of Restricted Stock Awards	Weighted-Average Grant Date Fair Value
RSAs at December 31, 2020	RSAs at December 31, 2020		653	$	21.30	RSAs at December 31, 2020		653	$	21.30
		Awards granted	0	0			Awards granted	358	33.12
		Awards vested	(124)	21.88			Awards vested	(258)	25.08

RSAs at June 30, 2021			529	$	21.16
RSAs at September 30, 2021						RSAs at September 30, 2021		753	$	25.63


			Number of Restricted Stock Units	Weighted-Average Grant Date Fair Value				Number of Restricted Stock Units	Weighted-Average Grant Date Fair Value
RSUs at December 31, 2020	RSUs at December 31, 2020		2,800	$	20.54	RSUs at December 31, 2020		2,800	$	20.54
		Awards granted	125	35.12			Awards granted	1,143	33.39
		Awards vested	(420)	23.17			Awards vested	(707)	24.74
		Awards forfeited	(19)	22.51			Awards forfeited	(94)	33.94
RSUs at June 30, 2021			2,486	$	20.81
RSUs at September 30, 2021						RSUs at September 30, 2021		3,142	$	23.86

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The total fair value of RSAs and RSUs vested during the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$2.7~~$6.5 million and ~~$9.7~~$17.5 million, respectively. Awards outstanding as of ~~June~~September 30, 2021 include ~~0.7~~0.8 million performance-based awards that will vest upon meeting certain performance criteria.

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Stock Options

The following table summarizes our stock option activity during the ~~six~~nine months ended ~~June~~September 30, 2021 (in thousands, except weighted-average exercise prices):


		Number of Options	Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value		Number of Options	Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding, December 31, 2020	Outstanding, December 31, 2020	3,358	$1.53	5.3	$104,510	Outstanding, December 31, 2020	3,358	$1.53	5.3	$104,510

Options exercised	Options exercised	(553)	$1.39			Options exercised	(746)	$1.31
Options canceled	Options canceled	(2)	$4.10			Options canceled	(3)	$3.74
Outstanding, June 30, 2021		2,803	$1.55	4.9	$97,345
Options exercisable at June 30, 2021		2,416	$1.18	4.7	$84,789
Options vested as of June 30, 2021 and expected to vest after June 30, 2021		2,803	$1.55	4.9	$97,345
Outstanding, September 30, 2021						Outstanding, September 30, 2021	2,609	$1.59	4.6	$69,408
Options exercisable at September 30, 2021						Options exercisable at September 30, 2021	2,319	$1.26	4.5	$62,450
Options vested as of September 30, 2021 and expected to vest after September 30, 2021						Options vested as of September 30, 2021 and expected to vest after September 30, 2021	2,609	$1.59	4.6	$69,408

Total intrinsic value of options exercised for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 was ~~$17.8~~$23.3 million and ~~$8.8~~$11.2 million, respectively. We received proceeds of ~~$0.8~~$1.0 million and ~~$0.9~~$1.1 million from the exercise of options for each of the ~~six~~nine months ended ~~June~~September 30, 2021 and ~~2020.~~2020, respectively.

Employee Stock Purchase Plan

Information related to activity under our Employee Stock Purchase Plan ~~(ESPP)~~ was as follows (in thousands, except weighted average per share prices):






	~~Six~~Nine Months Ended ~~June~~September 30, 2021
Shares issued	33
Weighted-average per share purchase price	$	22.41
Weighted-average per share discount from the fair value of our common stock on date of issuance	$	3.95

Stock-Based Compensation

Total stock-based compensation expense was included in our consolidated statements of operations as follows (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020				2021		2020		2021		2020
Cost of revenues	Cost of revenues	$	549	$	339	$	1,040	$	684		Cost of revenues	$	740	$	505	$	1,780	$	1,189
Research and development	Research and development	3,708		2,275		6,626		4,057			Research and development	3,782		2,545		10,408		6,602
Sales, general and administrative	Sales, general and administrative	7,349		3,423		11,994		5,059			Sales, general and administrative	5,550		3,633		17,544		8,692
		$	11,606	$	6,037	$	19,660	$	9,800			$	10,072	$	6,683	$	29,732	$	16,483

Unrecognized Compensation Costs

As of ~~June~~September 30, 2021, total unrecognized stock-based compensation was ~~$53.2~~$79.2 million, which will be recognized over an average expected recognition period of ~~2.3~~2.8 years.

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Common Stock Repurchase Plan

On November 14, 2019, our Board of Directors authorized the repurchase of up to $10.0 million of our outstanding shares of common stock. As of ~~June~~September 30, 2021, 0no repurchases had been executed under the program.

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Note 1415 - Segment Information

We operate in 2 reportable segments consisting of the Laser Products segment and the Advanced Development segment. The following table summarizes the operating results by reportable segment for the periods presented (dollars in thousands):


		Three Months Ended June 30, 2021												Three Months Ended September 30, 2021
		Laser Products			Advanced Development			Corporate and Other		Totals				Laser Products			Advanced Development			Corporate and Other		Totals
Revenue	Revenue	$	53,561		$	15,552		$	0	$	69,113		Revenue	$	54,393		$	17,842		$	—	$	72,235
Gross profit	Gross profit	$	19,871		$	1,004		$	(550)	$	20,325		Gross profit	$	20,940		$	1,195		$	(740)	$	21,395
Gross margin	Gross margin	37.1		%	6.5		%	NM		29.4		%	Gross margin	38.5		%	6.7		%	NM		29.6		%


		Six Months Ended June 30, 2021												Nine Months Ended September 30, 2021
		Laser Products			Advanced Development			Corporate and Other		Totals				Laser Products			Advanced Development			Corporate and Other		Totals
Revenue	Revenue	$	100,896		$	29,562		$	0	$	130,458		Revenue	$	155,289		$	47,404		$	—	$	202,693
Gross profit	Gross profit	$	37,302		$	1,709		$	(1,041)	$	37,970		Gross profit	$	58,241		$	2,904		$	(1,780)	$	59,365
Gross margin	Gross margin	37.0		%	5.8		%	NM		29.1		%	Gross margin	37.5		%	6.1		%	NM		29.3		%


		Three Months Ended June 30, 2020												Three Months Ended September 30, 2020
		Laser Products			Advanced Development			Corporate and Other		Totals				Laser Products			Advanced Development			Corporate and Other		Totals
Revenue	Revenue	$	45,104		$	7,034		$	0	$	52,138		Revenue	$	51,117		$	10,615		$	—	$	61,732
Gross profit	Gross profit	$	12,846		$	549		$	(339)	$	13,056		Gross profit	$	16,977		$	688		$	(505)	$	17,160
Gross margin	Gross margin	28.5		%	7.8		%	NM		25.0		%	Gross margin	33.2		%	6.5		%	NM		27.8		%


		Six Months Ended June 30, 2020												Nine Months Ended September 30, 2020
		Laser Products			Advanced Development			Corporate and Other		Totals				Laser Products			Advanced Development			Corporate and Other		Totals
Revenue	Revenue	$	82,034		$	13,319		$	0	$	95,353		Revenue	$	133,151		$	23,934		$	—	$	157,085
Gross profit	Gross profit	$	22,221		$	1,020		$	(684)	$	22,557		Gross profit	$	39,198		$	1,708		$	(1,189)	$	39,717
Gross margin	Gross margin	27.1		%	7.7		%	NM		23.7		%	Gross margin	29.4		%	7.1		%	NM		25.3		%

Corporate and Other is unallocated expenses related to stock-based compensation.

There have been no material changes to the geographic locations of our long‑lived assets, net, based on the location of the assets, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

Note 1516 - Net Loss per Share

Basic and diluted net loss and the number of shares used for basic and diluted net loss calculations were the same for all period presented because we were in a loss position.

The following potentially dilutive securities were not included in the calculation of diluted shares as the effect would have been anti‑dilutive (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Restricted stock units and awards 2,057 2,293 2,182 2,260
Employee stock purchase plan 3 20 6 0
Common stock options 2,803 3,711 2,803 3,711
4,863 6,024 4,991 5,971

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	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020


Restricted stock units and awards	2,195	3,498	2,547	2,129
Employee stock purchase plan	—	39	—	—
Common stock options	2,544	3,593	2,717	3,593
	4,739	7,130	5,264	5,722

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by the following words: "ability," "anticipate," "attempt," "believe," "can be," "continue," "could," "depend," "enable," "estimate," "expect," "extend," "grow," "if," "intend," "likely," "may," "objective," "ongoing," "plan," "possible," "potential," "predict," "project," "propose," "rely," "should," "target," "will," "would" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.

These statements involve risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements include, but are not limited to, statements about: our ability to develop ~~new technology, designs and applications for our lasers;~~innovative products; the implementation of our business model and strategic plans, including estimates regarding ~~future sales, revenues,~~ expenses ~~acquisitions, investments~~ and capital requirements; the impact of inflation; our future financial performance; our utilization of vertical integration; our ability to adequately protect our intellectual property rights; the effect on our business of litigation to which we are or may become a party; and the sufficiency of our existing liquidity sources to meet our cash ~~needs; and our ability to sustain and manage growth in our business.~~needs.

You should refer to the "Risk Factors" section of this report and those risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of other important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this report will prove to be accurate. In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, which although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Overview

nLIGHT, Inc., is a leading provider of high‑power semiconductor and fiber lasers for industrial, microfabrication, and aerospace and defense applications. Headquartered in Camas, Washington, we design, develop and manufacture the critical elements of our lasers, and believe our vertically integrated business model enables us to rapidly introduce innovative products, control our costs and protect our intellectual property.

We operate in two reportable segments consisting of the Laser Products segment and the Advanced Development segment. Sales of our semiconductor lasers, fiber lasers and directed energy products are included in the Laser Products segment, while revenue earned from research and development contracts are included in the Advanced Development segment.

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Revenues increased to ~~$130.5~~$202.7 million in the ~~six~~nine months ended ~~June~~September 30, 2021 compared to ~~$95.4~~$157.1 million in the same period of 2020 as a result of higher revenue across all end markets. We generated a net loss of ~~$14.0~~$20.9 million for the ~~six~~nine months ended ~~June~~September 30, 2021 compared to a net loss of ~~$14.3~~$16.4 million for the same period of 2020.

~~Table of Contents~~

Factors Affecting Our Performance

For factors affecting our performance, reference is made to Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," contained in Part II of our Annual Report on Form 10-K for the year ended December 31, 2020. There have been no material changes to the factors affecting our performance since December 31, 2020.

Results of Operations

The following table sets forth our operating results as a percentage of revenues for the periods indicated:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Revenue:	Revenue:									Revenue:
Products	Products	77.5	%	86.5	%	77.3	%	86.0	%	Products	75.3	%	82.8	%	76.6	%	84.8	%
Development	Development	22.5		13.5		22.7		14.0		Development	24.7		17.2		23.4		15.2
Total revenue	Total revenue	100.0		100.0		100.0		100.0		Total revenue	100.0		100.0		100.0		100.0
Cost of revenue:	Cost of revenue:									Cost of revenue:
Products	Products	49.5		62.5		49.5		63.4		Products	47.3		56.1		48.8		60.6
Development	Development	21.1		12.5		21.4		12.9		Development	23.1		16.2		21.9		14.1
Total cost of revenue	Total cost of revenue	70.6		75.0		70.9		76.3		Total cost of revenue	70.4		72.2		70.7		74.7
Gross profit	Gross profit	29.4		25.0		29.1		23.7		Gross profit	29.6		27.8		29.3		25.3
Operating expenses:	Operating expenses:									Operating expenses:
Research and development	Research and development	20.7		18.1		19.9		18.9		Research and development	20.5		18.0		20.1		18.6
Sales, general, and administrative	Sales, general, and administrative	21.8		18.5		20.5		18.2		Sales, general, and administrative	18.4		16.2		19.8		17.4
Total operating expenses	Total operating expenses	42.5		36.6		40.4		37.1		Total operating expenses	38.9		34.2		39.9		36.0
Loss from operations	Loss from operations	(13.1)		(11.6)		(11.3)		(13.4)		Loss from operations	(9.3)		(6.4)		(10.6)		(10.7)
Other income (expense):	Other income (expense):									Other income (expense):
Interest income (expense), net	Interest income (expense), net	—		(0.1)		(0.1)		0.2		Interest income (expense), net	—		(0.2)		(0.1)		0.1
Other income (expense), net		0.2		(0.6)		0.1		(0.4)
Other income, net										Other income, net	0.1		0.8		0.1		—
Loss before income taxes	Loss before income taxes	(12.9)		(12.3)		(11.3)		(13.6)		Loss before income taxes	(9.2)		(5.8)		(10.6)		(10.6)
Income tax expense (benefit)	Income tax expense (benefit)	(1.5)		0.8		(0.5)		1.4		Income tax expense (benefit)	0.3		(2.4)		(0.3)		(0.2)
Net loss	Net loss	(11.4)	%	(13.1)	%	(10.8)	%	(15.0)	%	Net loss	(9.5)	%	(3.4)	%	(10.3)	%	(10.4)	%

Revenues by Segment

Our revenues by segment were as follows for the periods presented (dollars in thousands):

Three Months Ended June 30, Change
2021 % of Revenue 2020 % of Revenue $ %
Laser Products $ 53,561 77.5 % $ 45,104 86.5 % $ 8,457 18.8 %
Advanced Development 15,552 22.5 7,034 13.5 8,518 121.1
$ 69,113 100.0 % $ 52,138 100.0 % $ 16,975 32.6 %


		Six Months Ended June 30,								Change					Three Months Ended September 30,								Change
		2021		% of Revenue		2020		% of Revenue		$		%			2021		% of Revenue		2020		% of Revenue		$		%
Laser Products	Laser Products	$	100,896	77.3	%	$	82,034	86.0	%	$	18,862	23.0	%	Laser Products	$	54,393	75.3	%	$	51,117	82.8	%	$	3,276	6.4	%
Advanced Development	Advanced Development	29,562		22.7		13,319		14.0		16,243		122.0		Advanced Development	17,842		24.7		10,615		17.2		7,227		68.1
		$	130,458	100.0	%	$	95,353	100.0	%	$	35,105	36.8	%		$	72,235	100.0	%	$	61,732	100.0	%	$	10,503	17.0	%

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	Nine Months Ended September 30,								Change
	2021		% of Revenue		2020		% of Revenue		$		%
Laser Products	$	155,289	76.6	%	$	133,151	84.8	%	$	22,138	16.6	%
Advanced Development	47,404		23.4		23,934		15.2		23,470		98.1
	$	202,693	100.0	%	$	157,085	100.0	%	$	45,608	29.0	%

The ~~increase~~increases in Laser Products revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same ~~period~~periods of 2020, ~~was~~were driven by increased sales ~~from~~to the Industrial and Microfabrication markets as discussed ~~below.~~below, offset partially by a decrease in product sales to the Aerospace and Defense market. The ~~increase~~increases in Advanced Development revenue ~~was~~were primarily due to increased activity on existing research and development contracts.

Revenues by End Market

Our revenues by end market were as follows for the periods presented (dollars in thousands):


		Three Months Ended June 30,								Change					Three Months Ended September 30,								Change
		2021		% of Revenue		2020		% of Revenue		$		%			2021		% of Revenue		2020		% of Revenue		$		%
Industrial	Industrial	$	24,907	36.1	%	$	22,630	43.4	%	$	2,277	10.1	%	Industrial	$	26,737	37.0	%	$	21,880	35.4	%	$	4,857	22.2	%
Microfabrication	Microfabrication	20,274		29.3		14,300		27.4		5,974		41.8		Microfabrication	17,695		24.5		14,052		22.8		3,643		25.9
Aerospace and Defense	Aerospace and Defense	23,932		34.6		15,208		29.2		8,724		57.4		Aerospace and Defense	27,803		38.5		25,800		41.8		2,003		7.8
		$	69,113	100.0	%	$	52,138	100.0	%	$	16,975	32.6	%		$	72,235	100.0	%	$	61,732	100.0	%	$	10,503	17.0	%


		Six Months Ended June 30,								Change					Nine Months Ended September 30,								Change
		2021		% of Revenue		2020		% of Revenue		$		%			2021		% of Revenue		2020		% of Revenue		$		%
Industrial	Industrial	$	46,307	35.5	%	$	38,620	40.5	%	$	7,687	19.9	%	Industrial	$	73,044	36.0	%	$	60,500	38.5	%	$	12,544	20.7	%
Microfabrication	Microfabrication	35,489		27.2		24,719		25.9		10,770		43.6		Microfabrication	53,184		26.2		38,771		24.7		14,413		37.2
Aerospace and Defense	Aerospace and Defense	48,662		37.3		32,014		33.6		16,648		52.0		Aerospace and Defense	76,465		37.8		57,814		36.8		18,651		32.3
		$	130,458	100.0	%	$	95,353	100.0	%	$	35,105	36.8	%		$	202,693	100.0	%	$	157,085	100.0	%	$	45,608	29.0	%

The increases in revenue from the Industrial market for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same ~~period~~periods of 2020, were driven by increases in unit sales outside of China, partially offset by lower average selling prices due to changes in product ~~mix.~~mix and lower unit sales in China. The increases in revenue from the Microfabrication market for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same periods of 2020, were driven by increases in demand and unit sales of semiconductor lasers. The increases in revenue from the Aerospace and Defense market for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same periods of 2020, were primarily due to increased activity on existing research and development ~~contracts.~~contracts, offset partially by a decrease in product sales.

Revenues by Geographic Region

Our revenues by geographic region were as follows for the periods presented (dollars in thousands):

Three Months Ended June 30, Change
2021 % of Revenue 2020 % of Revenue $ %
North America $ 33,095 47.9 % $ 20,494 39.3 % $ 12,601 61.5 %
China 18,759 27.1 21,495 41.2 (2,736) (12.7)
Rest of World 17,259 25.0 10,149 19.5 7,110 70.1
$ 69,113 100.0 % $ 52,138 100.0 % $ 16,975 32.6 %


		Six Months Ended June 30,								Change					Three Months Ended September 30,								Change
		2021		% of Revenue		2020		% of Revenue		$		%			2021		% of Revenue		2020		% of Revenue		$		%
North America	North America	$	64,229	49.2	%	$	41,540	43.6	%	$	22,689	54.6	%	North America	$	37,430	51.8	%	$	31,384	50.8	%	$	6,046	19.3	%
China	China	34,336		26.3		33,537		35.2		799		2.4		China	13,709		19.0		19,186		31.1		(5,477)		(28.5)
Rest of World	Rest of World	31,893		24.4		20,276		21.2		11,617		57.3		Rest of World	21,096		29.2		11,162		18.1		9,934		89.0
		$	130,458	100.0	%	$	95,353	100.0	%	$	35,105	36.8	%		$	72,235	100.0	%	$	61,732	100.0	%	$	10,503	17.0	%

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	Nine Months Ended September 30,								Change
	2021		% of Revenue		2020		% of Revenue		$		%
North America	$	101,659	50.2	%	$	72,924	46.4	%	$	28,735	39.4	%
China	48,045		23.7		52,723		33.6		(4,678)		(8.9)
Rest of World	52,989		26.1		31,438		20.0		21,551		68.6
	$	202,693	100.0	%	$	157,085	100.0	%	$	45,608	29.0	%

Geographic revenue information is based on the location to which we ship our products. The increases in North America revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same periods of 2020, were primarily driven by increased revenue from the Aerospace and Defense ~~market.~~and Industrials markets. The ~~decrease~~decreases in China revenue for the three and nine months ended ~~June~~September 30, 2021, compared to the same ~~period~~periods of 2020, ~~was~~were primarily due to decreased sales in the Industrial ~~market, while the increase in China revenue for the six months ended June 30, 2021, compared to the same period of 2020, was driven by higher sales in all markets.~~market. The increases in Rest of World revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same periods of 2020, were primarily due to increased sales in the Microfabrication ~~market.~~and Industrial markets.

Cost of Revenues and Gross Margin

Cost of Laser Products revenue consists primarily of manufacturing materials, payroll, shipping and handling costs, tariffs and manufacturing-related overhead. We order materials and supplies based on backlog and forecasted customer orders. We expense all warranty costs and inventory provisions as cost of revenues.

Cost of Advanced Development revenue consists of materials, labor, subcontracting costs, and an allocation of indirect costs including overhead and general and administrative.

Our gross profit and gross margin were as follows for the periods presented (dollars in thousands):


		Three Months Ended June 30, 2021												Three Months Ended September 30, 2021
		Laser Products			Advanced Development			Corporate and Other		Total				Laser Products			Advanced Development			Corporate and Other		Total
Gross profit	Gross profit	$	19,871		$	1,004		$	(550)	$	20,325		Gross profit	$	20,940		$	1,195		$	(740)	$	21,395
Gross margin	Gross margin	37.1		%	6.5		%	NM		29.4		%	Gross margin	38.5		%	6.7		%	NM		29.6		%


		Six Months Ended June 30, 2021												Nine Months Ended September 30, 2021
		Laser Products			Advanced Development			Corporate and Other		Total				Laser Products			Advanced Development			Corporate and Other		Total
Gross profit	Gross profit	$	37,302		$	1,709		$	(1,041)	$	37,970		Gross profit	$	58,241		$	2,904		$	(1,780)	$	59,365
Gross margin	Gross margin	37.0		%	5.8		%	NM		29.1		%	Gross margin	37.5		%	6.1		%	NM		29.3		%


		Three Months Ended June 30, 2020												Three Months Ended September 30, 2020
		Laser Products			Advanced Development			Corporate and Other		Total				Laser Products			Advanced Development			Corporate and Other		Total
Gross profit	Gross profit	$	12,846		$	549		$	(339)	$	13,056		Gross profit	$	16,977		$	688		$	(505)	$	17,160
Gross margin	Gross margin	28.5		%	7.8		%	NM		25.0		%	Gross margin	33.2		%	6.5		%	NM		27.8		%


		Six Months Ended June 30, 2020												Nine Months Ended September 30, 2020
		Laser Products			Advanced Development			Corporate and Other		Total				Laser Products			Advanced Development			Corporate and Other		Total
Gross profit	Gross profit	$	22,221		$	1,020		$	(684)	$	22,557		Gross profit	$	39,198		$	1,708		$	(1,189)	$	39,717
Gross margin	Gross margin	27.1		%	7.7		%	NM		23.7		%	Gross margin	29.4		%	7.1		%	NM		25.3		%

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The increases in Laser Products gross margin for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same periods of 2020, were driven primarily by sales mix, product cost improvements, and improved factory utilization from higher production volume. The ~~decreases~~fluctuations in Advanced Development gross margin for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same periods of 2020, were primarily due to changes in the composition of research and development contracts.

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Operating Expenses

Our operating expenses were as follows for the periods presented (dollars in thousands):

Research and Development

Three Months Ended June 30, Change
2021 2020 $ %
Research and development $ 14,282 $ 9,472 $ 4,810 50.8 %


	Three Months Ended September 30,				Change
	2021		2020		$		%
Research and development	$	14,838	$	11,126	$	3,712	33.4	%

Six Months Ended June 30, Change
2021 2020 $ %
Research and development $ 25,992 $ 18,010 $ 7,982 44.3 %


	Nine Months Ended September 30,				Change
	2021		2020		$		%
Research and development	$	40,830	$	29,136	$	11,694	40.1	%

The increases in research and development expense for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same periods in 2020, were primarily due to increases in stock-based compensation of ~~$1.4~~$1.2 million and ~~$2.6~~$3.8 million, respectively, and increased employee headcount and related costs, and project-related expenses, to support our development efforts.

Sales, General and Administrative

Three Months Ended June 30, Change
2021 2020 $ %
Sales, general, and administrative $ 15,057 $ 9,633 $ 5,424 56.3 %


	Three Months Ended September 30,				Change
	2021		2020		$		%
Sales, general, and administrative	$	13,316	$	10,010	$	3,306	33.0	%

Six Months Ended June 30, Change
2021 2020 $ %
Sales, general, and administrative $ 26,771 $ 17,333 $ 9,438 54.5 %


	Nine Months Ended September 30,				Change
	2021		2020		$		%
Sales, general, and administrative	$	40,087	$	27,343	$	12,744	46.6	%

The increases in sales, general and administrative expense for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same periods in 2020 were primarily due to ~~increase~~increases in stock-based compensation of ~~$3.9~~$1.9 million and ~~$6.9~~$8.9 million, respectively, and increased employee costs and professional service fees to support our continued growth.

Interest Income (Expense), net

Three Months Ended June 30, Change
2021 2020 $ %
Interest income (expense), net $ (32) $ (65) $ 33 50.8%


	Three Months Ended September 30,				Change
	2021		2020		$		%
Interest income (expense), net	$	(20)	$	(96)	$	76	79.2%

Six Months Ended June 30, Change
2021 2020 $ %
Interest income (expense), net $ (106) $ 218 $ (324) (148.6)%


	Nine Months Ended September 30,				Change
	2021		2020		$		%
Interest income (expense), net	$	(126)	$	122	$	(248)	(203.3)%

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The ~~changes~~change in interest income (expense), net, for the ~~three and six~~nine months ended ~~June~~September 30, 2021, compared to the same ~~periods~~period in 2020 were primarily attributable to ~~decreases~~increase in bank charges and changes in the market rates on money market funds, offset partially by the March 2021 cash infusion from our public offering of stock. There was no significant change in interest income (expense), net, for the three months ended September 30, 2021, compared to the same period in 2020.

Other Income (Expense), net

Three Months Ended June 30, Change
2021 2020 $ %
Other income (expense), net $ 118 $ (298) $ 416 139.6%


	Three Months Ended September 30,				Change
	2021		2020		$		%
Other income (expense), net	$	102	$	477	$	(375)	78.6%

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Six Months Ended June 30, Change
2021 2020 $ %
Other income (expense), net $ 144 $ (414) $ 558 134.8%


	Nine Months Ended September 30,				Change
	2021		2020		$		%
Other income (expense), net	$	246	$	63	$	183	290.5%

The ~~increases~~fluctuations in other income (expense), net for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the same periods in 2020 were primarily attributable to changes in net realized and unrealized foreign exchange transactions resulting from currency rate fluctuations.

Income Tax Expense (Benefit)

Three Months Ended June 30, Change
2021 2020 $ %
Income tax expense (benefit) $ (1,038) $ 418 $ (1,456) (348.3) %


	Three Months Ended September 30,				Change
	2021		2020		$		%
Income tax expense (benefit)	$	203	$	(1,485)	$	1,688	(113.7)	%

Six Months Ended June 30, Change
2021 2020 $ %
Income tax expense (benefit) $ (716) $ 1,323 $ (2,039) (154.1) %


	Nine Months Ended September 30,				Change
	2021		2020		$		%
Income tax expense (benefit)	$	(513)	$	(162)	$	(351)	216.7	%

We record income tax expense for taxes in our foreign jurisdictions including Finland, Italy and Korea. We also record tax expense for uncertain tax positions taken and associated penalties and interest. We consider all available evidence, both positive and negative, in assessing the extent to which a valuation allowance should be applied against our deferred tax assets. Due to the uncertainty with respect to their ultimate realizability in the U.S. and China, we continue to maintain a full valuation allowance in both jurisdictions as of ~~June~~September 30, 2021.

The ~~decreases~~increase in income tax expense for the three ~~and six~~ months ended ~~June~~September 30, 2021 compared to the same ~~periods~~period in 2020 ~~were~~was driven by ~~decreases~~a discrete tax benefit related to return to provision true ups in the third quarter of 2020.The increase in income tax benefit for the nine months ended September 30, 2021, compared to the same period in 2020 was driven by a decrease in income from our Finland operations and a discrete tax benefit related to return to provision true ups and an expiring ~~statue~~statute of ~~limitation of~~limitations on unrecognized tax positions. Our tax expense is dependent on the geographic mix of earnings and primarily related to our foreign operations.

Liquidity and Capital Resources

We had cash and cash equivalents of ~~$175.4~~$165.6 million and $102.3 million as of ~~June~~September 30, 2021 and December 31, 2020, respectively.

For the ~~six~~nine months ended ~~June~~September 30, 2021, our principal uses of liquidity were to fund our working capital ~~needs.~~needs, purchase property, plant and equipment, and make withholding tax payments related to the vesting of stock awards. Our principal ~~sources~~source of liquidity for the ~~six~~nine months ended ~~June~~September 30, 2021 was from our equity ~~offering and cash flows from operations.~~offering.

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We believe our existing sources of liquidity will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. However, we may need to raise additional capital to expand the commercialization of our products, fund our operations and further our research and development activities. Our future capital requirements may vary materially from period to period and will depend on many factors, including the timing and extent of spending on research and development efforts, the expansion of sales and marketing activities, the continuing market acceptance of our products and ongoing investments to support the growth of our business. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, technologies and intellectual property rights. From time to time, we may explore additional financing sources which could include equity, equity‑linked and debt financing arrangements.

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The following table summarizes our cash flows for the periods presented (in thousands):


		Six Months Ended June 30,				Nine Months Ended September 30,
		2021		2020				2021		2020
Net cash provided by operating activities	Net cash provided by operating activities	$	3,085	$	7,002		Net cash provided by operating activities	$	2,687	$	14,694
Net cash used in investing activities	Net cash used in investing activities	(8,469)		(17,668)			Net cash used in investing activities	(14,230)		(20,280)
Net cash provided by financing activities		78,551		14,340
Net cash provided by (used in) financing activities							Net cash provided by (used in) financing activities	75,060		(1,638)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(126)		(27)			Effect of exchange rate changes on cash	(256)		373
Net increase in cash, cash equivalents and restricted cash		$	73,041	$	3,647
Net increase (decrease) in cash, cash equivalents and restricted cash							Net increase (decrease) in cash, cash equivalents and restricted cash	$	63,261	$	(6,851)

Net Cash Provided by Operating Activities

During the ~~six~~nine months ended ~~June~~September 30, 2021, net cash provided by operating activities was ~~$3.1~~$2.7 million, which was primarily driven by non‑cash expenses totaling ~~$28.6~~$43.4 million related to depreciation and amortization, stock-based compensation, and other items, a ~~$3.3~~$9.7 million increase in accounts payable and a ~~$1.3~~$0.9 million increase in accrued and other long-term liabilities. These items were partially offset by our net loss of ~~$14.0~~$20.9 million and increases of ~~$8.6~~$16.2 million in inventory and ~~$4.8~~$4.6 million in accounts receivable. The increase in inventory was driven primarily by an expected increase in future period ~~sales, the~~sales. The increase in accounts receivable was attributable to the increase in revenue and timing of shipments during the ~~quarter, and the~~quarter. The increase in accounts payable was attributable to the increase in inventory and the timing of vendor payments.

During the ~~six~~nine months ended ~~June~~September 30, 2020, net cash provided by operating activities was ~~$7.0~~$14.7 million, which was primarily driven by $16.4 million of net loss reported for the period, and non-cash ~~expenses totaling $17.7~~adjustments of $28.7 million related to depreciation and amortization, stock-based compensation, and other ~~items, a $7.4 million increase in accounts payable and a $3.0 million decrease in account receivable.~~items. These items were partially offset by ~~our net loss~~increases of ~~$14.3~~$6.4 million ~~a $4.5 million increase~~ in inventory ~~a $1.8~~and $10.6 million ~~increase~~ in ~~prepaid expenses and other current assets and a $2.1 million increase in other assets.~~accounts payable. The increase in inventory supported new product introductions, decreased customer lead times and increased safety stock. The increase in accounts payable was primarily driven by ~~the~~ timing of vendor payments.

Net Cash Used in Investing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2021, net cash used in investing activities was ~~$8.5~~$14.2 million, primarily resulting from ~~$8.0~~$13.6 million of capital expenditures related to investments in manufacturing equipment and improvements to our corporate facility.

During the ~~six~~nine months ended ~~June~~September 30, 2020, net cash used in investing activities was ~~$17.7~~$20.3 million, primarily resulting from ~~$17.0~~$19.4 million of capital expenditures related to the acquisition of commercial property and other investments in manufacturing equipment for our worldwide operations.

Net Cash Provided by Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2021, net cash provided by financing activities was ~~$78.6~~$75.1 million, which was primarily driven by our follow-on public offering of $82.4 million, net of offering costs, and ~~$1.5~~$1.7 million of proceeds from stock options exercises and employee stock program purchases, partially offset by ~~$4.6~~$8.3 million of withholding tax payments related to the vesting of stock awards.

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During the ~~six~~nine months ended ~~June~~September 30, 2020, net cash ~~provided by~~used in financing activities was ~~$14.3~~$1.6 million, which was primarily driven by ~~proceeds from our revolving line~~$3.3 million of ~~credit~~withholding tax payments related to vesting of ~~$15.0 million to acquire commercial property, and $1.5~~restricted stock awards, offset by $1.8 million of proceeds from stock options exercises and employee stock program ~~purchases, offset by $2.2~~purchases. In addition, the $15.0 million in proceeds from our revolving line of ~~withholding tax payments related to~~credit drawn in the ~~vesting~~first quarter of ~~stock awards.~~2020 was paid in full during the third quarter of 2020.

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Credit Facilities

We have a $40.0 million revolving line of credit, or LOC, with Pacific Western Bank dated September 24, 2018, which is secured by our ~~assets~~assets.

On September 24, 2021, we amended the LOC to extend the maturity date to September 24, 2024, remove LIBOR references and ~~expires in September 2021. Interest on~~update the ~~line of credit is based primarily on the London Interbank Offered Rate (LIBOR), or an alternative rate such as the Prime rate, plus or minus, respectively, a margin based on certain liquidity levels.~~ financial covenants.

The ~~loan~~LOC agreement contains restrictive and financial covenants and bears an unused credit fee of 0.20% on an annualized basis. ~~As of June 30, 2021, no~~The interest rate on the LOC is based on the Prime rate, minus a margin based on our liquidity levels. No amounts were outstanding under the ~~line of credit,~~LOC at September 30, 2021 and we were in compliance with all ~~covenants under the loan agreement.~~covenants.

Contractual Obligations

For the ~~six~~nine months ended ~~June~~September 30, 2021, our operating lease obligations increased by approximately ~~$5.8~~$5.1 million. There have been no other material changes to our contractual obligations as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

Off-Balance Sheet Arrangements

Since inception, we have not had any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or for another contractually narrow or limited purpose.

Inflation

While we do not believe that inflation had a material effect on our business, financial condition or results of operations through ~~June~~September 30, 2021, we have experienced ~~wage~~higher than expected increases in wages and ~~benefits increases~~other compensation costs, and shipping costs during the ~~three~~six months ended ~~June~~September 30, 2021. We expect ~~that~~ those increases will continue to impact our ~~labor costs.~~cost structure. If our costs ~~including labor costs, were to~~ become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could materially adversely affect our business, financial condition and results of operations.

Recent Accounting Pronouncements

See Note 1 of Notes to Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For financial market risks related to changes in interest rates and foreign currency exchange rates, reference is made to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” contained in Part II of our Annual Report on Form 10-K for the year ended December 31, 2020. Our exposure to market risk has not changed materially since December 31, 2020.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and our chief financial officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and our chief financial officer have concluded that, as of such date, our disclosure controls and procedures were, in design and operation, effective.

Changes in Internal Control over Financial Reporting

Our chief executive officer and our chief financial officer did not identify any changes in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act during the three months ended ~~June~~September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Limitations on the Effectiveness of Internal Control

Control systems, including ours, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems’ objectives are being met. Further, the design of any control systems must reflect the fact that there are resource constraints, and the benefits of all controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Control systems can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, on 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 deterioration in the degree of compliance with policies or procedures. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may, from time to time, be party to litigation and subject to claims incident to the ordinary course of business. As our company matures, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially adversely affect our business, financial condition, results of operations and growth prospects.

There have been no material changes to the legal proceedings disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

ITEM 1A. RISK FACTORS

For risk factors related to our business, reference is made to Item 1A, "Risk Factors," contained in Part I of our Annual Report on Form 10-K for the year ended December 31, 2020. There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

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ITEM 6. EXHIBITS

(a) Exhibits

Exhibit
Number

Incorporated by Reference

Filed
Herewith

Exhibit
Number

Incorporated by Reference

Filed
Herewith

Description

Form

File No.

Exhibit

Filing Date

Description

Form

File No.

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation of the Registrant

10-Q

001-38462

3.1

May 25, 2018

3.1

Amended and Restated Certificate of Incorporation of the Registrant

10-Q

001-38462

3.1

May 25, 2018

3.2

Amended and Restated Bylaws of the Registrant

8-K

001-38462

3.1

April 21, 2020

3.2

Amended and Restated Bylaws of the Registrant

8-K

001-38462

3.1

April 21, 2020

4.1

Specimen Common Stock Certificate of the Registrant

S-1/A

333-224055

4.1

April 16, 2018

4.1

Specimen Common Stock Certificate of the Registrant

S-1/A

333-224055

4.1

April 16, 2018

10.1

Second Amendment, dated May 27, 2021, to the Second Amended and Restated Loan and Security Agreement, dated September 24, 2018, by and between nLIGHT, Inc. and Pacific Western Bank

10.2

Third Amendment, dated September 24, 2021, to the Second Amended and Restated Loan and Security Agreement dated September 24, 2018, by and between nLIGHT, Inc. and Pacific Western Bank

8-K

001-38462

10.1

September 28, 2021

31.1

Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.1

Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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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.


		NLIGHT, INC.
		(Registrant)


~~August 6,~~November 5, 2021	By:	/s/ SCOTT KEENEY
Date		Scott Keeney
		President and Chief Executive Officer (Principal Executive Officer)

~~August 6,~~November 5, 2021	By:	/s/ RAN BAREKET
Date		Ran Bareket
		Chief Financial Officer (Principal Accounting and Financial Officer)