The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors including, but not limited to, those discussed under Item 1A, "Risk Factors." Overview 31 -------------------------------------------------------------------------------- Table of Contents We develop, manufacture and sell high-performance fiber lasers, fiber amplifiers and diode lasers that are used for diverse applications, primarily in materials processing. We also manufacture and sell complementary products used with our lasers including optical delivery cables, fiber couplers, beam switches, optical processing heads, in-line sensors and chillers. In addition, we offer laser-based and non-laser based systems for certain markets and applications. Our portfolio of laser solutions are used in materials processing, communications, medical and advanced applications. We sell our products globally to original equipment manufacturers ("OEMs"), system integrators and end users. We market our products internationally, primarily through our direct sales force. Our major manufacturing facilities are located inthe United States ,Germany ,Russia andBelarus . We have sales service offices and applications laboratories worldwide. We are vertically integrated such that we design and manufacture most of the key components used in our finished products, from semiconductor diodes to optical fiber preforms, finished fiber lasers, amplifiers and complementary products. Our vertically integrated operations allow us to reduce manufacturing costs, control quality, rapidly develop and integrate advanced products and protect our proprietary technology. Description of OurNet Sales , Costs and Expenses Net sales. We derive net sales primarily from the sale of fiber lasers, diode lasers, laser and non-laser based systems, amplifiers and complementary products. We sell our products to OEMs that supply materials processing laser systems, communications systems, medical laser systems and other laser systems to end users. We also sell our laser products and laser and non-laser based systems to end users. Our scientists and engineers work closely with OEMs, systems integrators and end users to analyze their system requirements and match appropriate fiber laser, amplifier or system specifications to those requirements. Our sales cycle varies substantially, ranging from a period of a few weeks to as long as one year or more, but is typically several months. Sales of our products are generally recognized upon shipment, provided that no obligations remain and collection of the receivable is reasonably assured. Sales of customized robotic systems are recognized over time. Our sales typically are made on a purchase order basis rather than through long-term purchase commitments. We develop our products to standard specifications and use a common set of components within our product architectures. Our major products are based upon a common technology platform. We continually enhance these and other products by improving their components and developing new components and new product designs. Cost of sales. Our cost of sales consists primarily of the cost of raw materials and components, direct labor expenses and manufacturing overhead. We are vertically integrated and currently manufacture all critical components for our products as well as assemble finished products. We believe our vertical integration allows us to increase efficiencies, leverage our scale and lower our cost of sales. Cost of sales also includes personnel costs and overhead related to our manufacturing, engineering and service operations, related occupancy and equipment costs, shipping costs and reserves for inventory obsolescence and for warranty obligations. Inventories are written off and charged to cost of sales when identified as excess or obsolete. Due to our vertical integration strategy and ongoing investment in plant and machinery, we maintain a relatively high fixed manufacturing overhead. We may not be able to or choose not to adjust these fixed costs to adapt to rapidly changing market conditions. Our gross margin is therefore significantly affected by our sales volume and the corresponding utilization of capacity and absorption of fixed manufacturing overhead expenses. Sales and marketing. Our sales and marketing expense consists primarily of costs related to compensation, trade shows, professional and technical conferences, travel, facilities, depreciation of equipment used for demonstration purposes and other marketing costs. Research and development. Our research and development expense consists primarily of compensation, development expenses related to the design of our products and certain components, the cost of materials and components to build prototype devices for testing and facilities costs. Costs related to product development are recorded as research and development expenses in the period in which they are incurred. General and administrative. Our general and administrative expense consists primarily of compensation and associated costs for executive management, finance, legal, human resources, information technology and other administrative personnel, outside legal and professional fees, insurance premiums and fees, allocated facilities costs and other corporate expenses such as charges and benefits related to the change in allowance for doubtful debt. 32 -------------------------------------------------------------------------------- Table of Contents Factors and Trends That Affect Our Operations and Financial Results In reading our financial statements, you should be aware of the following factors and trends that our management believes are important in understanding our financial performance. COVID-19 Update. Global demand trends have been impacted adversely by the ongoing COVID-19 pandemic and therefore remain uncertain at this time. Economic indicators show some improvement from the severe contraction experienced earlier in 2020, which has led to an improvement in the recent demand environment in certain regions. It is difficult to predict whether the improvement in some macro-economic indicators will be sustained if there are additional restrictions imposed as a result of a resurgence in COVID-19 infections. This uncertainty continues to make forecasting our business challenging in the near to medium-term. Currently, our four major production facilities inUnited States ,Germany ,Russia andBelarus remain open and are operating normally. We have implemented employee safety and sanitization protocols that have impacted productivity and efficiency. We have vertically integrated manufacturing, and many of the components one facility supplies to another facility are single sourced internally and not available from third party suppliers, for example our semiconductor diodes manufactured inOxford, Massachusetts . While we have attempted to build safety stock of critical components at our various locations, if government restrictions to address COVID-19 become more severe than we have experienced to date or if there was significant absenteeism as a result of COVID-19 or resurgence in the places where we operate, it could impact our internal supply chain. If our revenues are reduced for an extended period or if our production output falls because of government restrictions or absenteeism, we may be required to reduce payroll-related costs and other expenses in the future through layoffs, furloughs or reduced hours, even though we have not done so to date. We have not experienced significant supply disruption from third party component suppliers; however, we may face some supply chain restraints related to logistics, including available air cargo space and higher freight rates if there is a COVID-19 resurgence. We may experience delays in the future if resurgences are experienced and governments implement new restrictions. We believe we have the ability to meet the near-term demand for our products, but the situation is fluid and subject to change. We continue to monitor the rapidly evolving conditions and circumstances as well as guidance from international and domestic authorities, including public health authorities, and we may need to take additional actions based on their recommendations. The measures implemented by various authorities related to the COVID-19 outbreak have caused us to change our business practices including those related to where employees work, the distance between employees in our facilities, limitations on in-person meetings between employees and with customers, suppliers, service providers, and stakeholders as well as restrictions on business travel to domestic and international locations or to attend trade shows, investor conferences and other events. To date, we have been able to accommodate these changes to our business operations and continue to meet customer demand. If guidelines from relevant authorities becomes more restrictive due to a resurgence of COVID-19 in a particular region, the effect on our operations could be more significant. The COVID-19 pandemic has increased economic uncertainty and decreased demand for our products in many markets we serve and could continue for an unknown period of time. In these circumstances, there may be developments outside of our control, including the length and extent of the COVID-19 outbreak and government-imposed measures that may require us to adjust our operating plans. As such, given the dynamic nature of this situation, we cannot reasonably estimate the future impacts of COVID-19 on our financial condition, results of operations or cash flows. Net sales. Our annual revenue growth rates have varied from year to year. Net sales decreased by 9% and 10% in 2020 and 2019, respectively, and increased by 4% in 2018. In 2020, the decline in net sales was driven by decreased demand for our products related to the COVID-19 pandemic that extended and deepened the weak macroeconomic environment prevailing at the end of 2019. In 2019, the decline in net sales was driven by decreased demand for our products related to the trade war between theU.S. andChina that weakened macroeconomic conditions in the second half of 2019. In addition to these factors, sales were affected by declines in average sales prices related to competition. These reductions in sales were partially offset by the introduction of new products, including high power and ultra-fast pulsed lasers, optical heads and other accessories and the development of new applications for our products some of which displace non-laser technologies. Our business depends substantially upon capital expenditures by end users, particularly by manufacturers using our products for materials processing, which includes general manufacturing, automotive, other transportation, aerospace, heavy industry, consumer, semiconductor and electronics. Approximately 90% of our revenues in 2020 were from customers using our products for materials processing. Although applications within materials processing are broad, the capital equipment market in general is cyclical and historically has experienced sudden and severe downturns. For the foreseeable future, our operations will continue to depend upon capital expenditures by end users of materials processing equipment and will be subject to the broader fluctuations of capital equipment spending. 33 -------------------------------------------------------------------------------- Table of Contents Our net sales have historically fluctuated from quarter to quarter. The increase or decrease in sales from a prior quarter can be affected by the timing of orders received from customers, the shipment, installation and acceptance of products at our customers' facilities, the mix of OEM orders and one-time orders for products with large purchase prices, competitive pressures, acquisitions, economic and political conditions in a certain country or region and seasonal factors such as the purchasing patterns and levels of activity throughout the year in the regions where we operate. Net sales can be affected by the time taken to qualify our products for use in new applications in the end markets that we serve. Our sales cycle varies substantially, ranging from a period of a few weeks to as long as one year or more, but is typically several months. The adoption of our products by a new customer or qualification in a new application can lead to an increase in net sales for a period, which may then slow until we penetrate new markets or obtain new customers. In the recent years, our net sales have been negatively impacted by tariffs and trade policies. New tariffs and other changes inU.S. trade policy could trigger retaliatory actions by affected countries, and certain foreign governments. We are also susceptible to global or regional disruptions such as political instability, geopolitical conflicts, acts of terrorism, significant fluctuations in currency values, natural disasters, macroeconomic concerns and particularly the impact of the COVID-19 outbreak that affect the level of capital expenditures or global commerce. With respect to the COVID-19 outbreak specifically, our 2020 financial results were negatively impacted. In addition, as of the time of this Annual Report on Form 10-K, we expect that COVID-19 could continue to negatively impact our businesses beyond 2020, but the extent and duration of such impacts over the longer term remain uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the coronavirus, the extent and effectiveness of containment actions taken, the approval, effectiveness, timing and widespread inoculation of the global population with new vaccines, and the impact of these and other factors on our customer base and general commercial activity. The average selling prices of our products generally decrease as the products mature. These decreases result from factors such as increased competition, decreased manufacturing costs and increases in unit volumes. We may also reduce selling prices in order to penetrate new markets and applications. Furthermore, we may negotiate discounted selling prices from time to time with certain customers that place high unit volume orders. The secular shift to fiber laser technology in large materials processing applications, such as cutting applications, had a positive effect on our sales trends in the past such that our sales trends were often better than other capital equipment manufacturers in both positive and negative economic cycles. As the secular shift to fiber laser technology matures in such applications, our sales trends are more susceptible to economic cycles which affect other capital equipment manufacturers. Gross margin. Our total gross margin in any period can be significantly affected by total net sales in any period, by competitive factors, by product mix, and by other factors such as changes in foreign exchange rates relative to theU.S. Dollar, some of which are not under our control. For instance, •As our products mature, we can experience additional competition which tends to decrease average selling prices and affects gross margin; •Our gross margin can be significantly affected by product mix. Within each of our product categories, the gross margin is generally higher for devices with greater average power. These higher power products often have better performance, more difficult specifications to attain and fewer competing products in the marketplace; •Higher power lasers also use a greater number of optical components, improving absorption of fixed overhead costs and enabling economies of scale in manufacturing; •The gross margin for certain specialty products may be higher because there are fewer or sometimes no equivalent competing products; •Customers that purchase devices in greater unit volumes generally are provided lower prices per device than customers that purchase fewer units. In general, lower selling prices to high unit volume customers reduce gross margin although this may be partially offset by improved absorption of fixed overhead costs associated with larger product volumes, which drive economies of scale in manufacturing; and finally, •Gross margin on systems and communication components can be lower than margins for our laser and amplifier sources, depending on the configuration, volume and competitive forces, among other factors. We expect that some new technologies, products and systems will have returns above our cost of capital but may have gross margins below our corporate average. If we are able to develop opportunities that are significant in size, competitively advantageous or leverage our existing technology base and leadership, our current gross margin levels may not be maintained. Instead, we aim to deliver industry-leading levels of gross margins by growing sales, by taking market share in existing 34 -------------------------------------------------------------------------------- Table of Contents markets, or by developing new applications and markets we address, by reducing the cost of our products and by optimizing the efficiency of our manufacturing operations. For instance, despite the decreases in sales in 2020 and 2019, manufacturing levels remained high and our facilities increased production as we manufactured more optical power products at lower average selling prices. We invested$87.7 million ,$133.5 million and$160.3 million in capital expenditures in 2020, 2019 and 2018, respectively. Most of this investment relates to expansion of our manufacturing capacity and, to a lesser extent, research and development and sales-related facilities. A high proportion of our costs is fixed so costs are generally difficult to adjust or may take time to adjust in response to changes in demand. In addition, our fixed costs increase as we expand our capacity. If we expand capacity faster than is required by sales growth, gross margins could be negatively affected. Gross margins generally decline if production volumes are lower as a result of a decrease in sales or a reduction in inventory because the absorption of fixed manufacturing costs will be reduced. Gross margins generally improve when the opposite occurs. If both sales and inventory decrease in the same period, the decline in gross margin may be greater if we cannot reduce fixed costs or choose not to reduce fixed costs to match the decrease in the level of production. If we experience a decline in sales that reduces absorption of our fixed costs, or if we have production issues, our gross margins will be negatively affected. We also regularly review our inventory for items that are slow-moving, have been rendered obsolete or are determined to be excess. Any provision for such slow-moving, obsolete or excess inventory affects our gross margins. For example, we recorded provisions for slow-moving, obsolete or excess inventory totaling$45.4 million ,$38.9 million and$13.0 million in 2020, 2019 and 2018, respectively. Selling and general and administrative expenses. In the past, the Company has invested in selling and general and administrative costs in order to support continued growth in the company. As the secular shift to fiber laser technology matures, our sales growth becomes more susceptible to the cyclical trends typical of capital equipment manufacturers. Accordingly, our future management of and investments in selling and general and administrative expenses will also be influenced by these trends, although we may still invest in selling or general and administrative functions to support certain initiatives even in economic down cycles. Certain general and administrative expenses are not related to the level of sales and may vary quarter to quarter based primarily upon the level of acquisitions and litigation. Research and development expenses. We plan to continue to invest in research and development to improve our existing components and products and develop new components, products, systems and applications technology. We believe that these investments will sustain our position as a leader in the fiber laser industry and will support development of new products that can address new markets and growth opportunities. The amount of research and development expense we incur may vary from period to period.Goodwill and long-lived assets impairments. We review our intangible assets and property, plant and equipment for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.Goodwill is required to be tested for impairment at least annually. Negative industry or economic trends, including reduced estimates of future cash flows, disruptions to our business, slower growth rates, lack of growth in our relevant business units or differences in the estimated product acceptance rates could lead to impairment charges against our long-lived assets, including goodwill and other intangible assets. We incurred$0.7 million and$2.5 million of non-cash impairment charges related to long-lived assets during the years endedDecember 31, 2020 and 2019, respectively. There were no impairment charges recognized during the year endedDecember 31, 2018 . Our valuation methodology for assessing impairment requires management to make significant judgments and assumptions based on historical experience and to rely heavily on projections of future operating performance at many points during the analysis. Also, the process of evaluating the potential impairment of goodwill is subjective. We operate in a highly competitive environment and projections of future operating results and cash flows may vary significantly from actual results. If our analysis indicates potential impairment to goodwill in one or more of our reporting units, we may be required to record charges to earnings in our financial statements, which could negatively affect our results of operations. As a result of the continued negative impact of COVID-19 on order flow for our Genesis custom system business, we performed an impairment analysis of the goodwill during the third quarter of 2020. We performed a quantitative assessment using the discounted cash flow method under the income approach as well as the guideline public company analysis and guideline transaction analysis under the market approach to estimate the fair value of the custom systems business. As a result of this and to a lesser extent the overall performance of the business since its acquisition in 2018, we recognized a non-cash impairment loss of$44.6 million , which was equal to the carrying amount of goodwill prior to its impairment. The analysis considered internal forecasts of sales, profitability and capital expenditures, as well as valuation multiples of comparable public companies and valuation multiples of transactions of comparable companies. If the business impacts of COVID-19 carry on for 35 -------------------------------------------------------------------------------- Table of Contents an extended period, it could cause us to recognize additional impairments for goodwill and certain long-lived assets, including amortizable intangible assets or right-of-use assets in one or more of our reporting units, which would negatively affect our results of operations. Foreign exchange. Because we are aU.S. based company doing business globally, we have both translational and transactional exposure to fluctuations in foreign currency exchange rates. Changes in the relative exchange rate between theU.S. dollar and the foreign currencies in which our subsidiaries operate directly affects our sales, costs and earnings. Differences in the relative exchange rates between where we sell our products and where we incur manufacturing and other operating costs (primarily in theU.S. ,Germany andRussia ) also affects our costs and earnings. Certain currencies experiencing significant exchange rate fluctuations like the Euro, the Russian Ruble, the Japanese Yen and Chinese Yuan have had and could have an additional significant impact on our sales, costs and earnings. Our ability to adjust the foreign currency selling prices of products in response to changes in exchange rates is limited and may not offset the impact of the changes in exchange rates on the translated value of sales or costs. In addition, if we increase the selling price of our products in local currencies, this could have a negative impact on the demand for our products. Major customers. While we have historically depended on a few customers for a large percentage of our annual net sales, the composition of this group can change from year to year. Net sales derived from our five largest customers as a percentage of our annual net sales were 24%, 21% and 26% in 2020, 2019 and 2018, respectively. Our largest customer accounted for 8%, 9% and 12% of our net sales in 2020, 2019 and 2018, respectively. The same customer accounted for 21% and 24% of our net accounts receivable as ofDecember 31, 2020 and 2019, respectively. We seek to add new customers and to expand our relationships with existing customers. We anticipate that the composition of our significant customers will continue to change. We generally do not enter into agreements with our customers obligating them to purchase a fixed number or large volume of our fiber lasers or amplifiers. If any of our significant customers were to substantially reduce their purchases from us, our results would be adversely affected. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted inthe United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. We base our estimates and judgments on our historical experience and on other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, which may materially affect our operating results and financial position. We have identified the following items that require the most significant judgment and often involve complex estimation: revenue recognition, inventory valuation, warranty, accounting for income taxes and goodwill and long-lived asset impairment. Revenue Recognition. Revenue is recognized when transfer of control to the customer occurs in an amount reflecting the consideration that we expect to be entitled. In order to achieve this core principle, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. We allocate the transaction price to each distinct product based on its relative standalone selling price, as more fully described in Note 1, "Nature of Business and Summary of Significant Accounting Policies - Revenue Recognition," in our consolidated financial statements. Revenue is generally recognized when control of the product is transferred to the customer (i.e., when our performance obligation is satisfied), which typically occurs at shipment, but which can occur over time for certain of our systems contracts. We also recognize revenue over time for sales of extended warranties. When goods or services have been delivered to the customer, but all conditions for revenue recognition have not been met, deferred revenue and deferred costs are recorded on our consolidated balance sheet. We enter into contracts to sell customized robotic systems, for which revenue is generally recognized over time, depending on the terms of the contract. Recognizing revenue over time for these contracts is based on our judgment that the customized robotic system does not have an alternative use and we have an enforceable right to payment for performance completed to date. Recognizing revenue over time also requires estimation of the progress towards completion based on the projected costs for the contract. Inventory. Inventory is stated at the lower of cost (first-in, first-out method) or market value. Inventory includes parts and components that may be specialized in nature and subject to rapid obsolescence. We maintain a reserve for excess or obsolete inventory items. The reserve is based upon a review of inventory materials on hand, which we compare with historic usage, estimated future usage and age. In addition, we review the inventory and compare recorded costs with estimates of current 36 -------------------------------------------------------------------------------- Table of Contents market value. Write-downs are recorded to reduce the carrying value to the net realizable value with respect to any part with costs in excess of current market value. Estimating demand and current market values is inherently difficult, particularly given that we make highly specialized components and products. We determine the valuation of excess and obsolete inventory by making our best estimate considering the current quantities of inventory on hand and our forecast of the need for this inventory to support future sales of our products. We often have limited information on which to base our forecasts. If future sales differ from these forecasts, the valuation of excess and obsolete inventory may change and additional inventory provisions may be required. Because of our vertical integration, a significant or sudden decrease in sales could result in a significant change in the estimates of excess or obsolete inventory valuation. Warranty. We maintain an accrual for warranty claims for units sold that are subject to warranty. We estimate this accrual considering past claims experience, the number of units still carrying warranty coverage and the average life of the remaining warranty period. A change in the rate of warranty repairs or when warranty is generally incurred during the warranty period could change our estimated warranty accrual and associated warranty expense. Income Taxes and Deferred Taxes. Our annual tax rate is based on our income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. We file federal and state income tax returns inthe United States and tax returns in numerous international jurisdictions. We must estimate our income tax expense after considering, among other factors, if inter-company transactions have been made on an arm's length basis, differing tax rates between jurisdictions, allocation factors, tax credits, nondeductible items and changes in enacted tax rates. Significant judgment is required in determining our annual tax expense and in evaluating our tax positions. As we continue to expand globally, there is a risk that, due to complexity within and diversity among the various jurisdictions in which we do business, a governmental agency may disagree with the manner in which we have computed our taxes. Additionally, due to the lack of uniformity among all of the foreign and domestic taxing authorities, there may be situations where the tax treatment of an item in one jurisdiction is different from the tax treatment in another jurisdiction or that the transaction causes a tax liability to arise in another jurisdiction. We provide reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves recorded are based on a determination of whether and how much of a tax benefit taken by us in our tax filings or positions is "more likely than not" to be realized following resolution of any potential contingencies present related to the tax benefit, assuming that the matter in question will be raised by the tax authorities. Potential interest and penalties associated with such uncertain tax positions is recorded as a component of income tax expense.Goodwill and Long-lived Asset Impairment. We perform our annual goodwill impairment review as of the first day of our fourth quarter, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Such events and circumstances could include significant and sustained reductions in sales volume, margin, profitability or cash flows of the reporting unit or changes in market dynamics, including technology or product changes. We test reporting units for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. Intangible assets and other long-lived assets are also subject to an impairment test if there is an indicator of impairment. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax considerations, discount rates, growth rates, royalty rates, contributory asset charges, and other market factors. Assumptions used in impairment testing are made at a point in time and require significant judgment; therefore, they are subject to change based on the facts and circumstances present at each annual and interim impairment test date. Additionally, these assumptions are generally interdependent and do not change in isolation. If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, change, or if management's expectations or plans otherwise change, then one or more of our reporting units might become impaired in the future. Definite-lived intangible assets are amortized on a straight-line basis over the estimated useful life. We review definite-lived intangible assets for impairment when conditions exist that indicate the carrying amount of the assets may not be recoverable. Such conditions could include significant adverse changes in the business climate, current-period operating or cash flow losses, significant declines in forecasted operations, or a current expectation that an asset group will be disposed of before the end of its useful life. We perform undiscounted operating cash flow analyses to determine if an impairment exists. When testing for impairment of definite-lived intangible assets held for use, we group assets at the lowest level for which cash flows are separately identifiable. If an impairment is determined to exist, the loss is calculated based on estimated fair value. 37 -------------------------------------------------------------------------------- Table of Contents Results of Operations The following table sets forth selected statement of operations data for the periods indicated in dollar amounts and expressed as a percentage of net sales: Year Ended December 31, 2020 2019 2018 (In thousands, except percentages and per share data) Net sales$ 1,200,724 100.0 %$ 1,314,581 100.0 %$ 1,459,874 100.0 % Cost of sales 661,728 55.1 708,372 53.9 659,606 45.2 Gross profit 538,996 44.9 606,209 46.1 800,268 54.8 Operating expenses: Sales and marketing 70,583 5.9 77,745 5.9 57,815 4.0 Research and development 126,898 10.6 129,997 9.9 122,769
8.4
General and administrative 110,005 9.2 107,597 8.2 102,429 7.0 Goodwill impairment 44,589 3.7 37,120 2.8 - - Impairment of long-lived assets and other restructuring charges 1,177 0.1 7,130 0.5 -
-
Loss (gain) on foreign exchange (12,915) (1.1) 12,827 1.0 (6,150)
(0.4)
Total operating expenses 340,337 28.4 372,416 28.3 276,863 19.0 Operating income 198,659 16.5 233,793 17.8 523,405 35.9 Interest income, net 6,270 0.5 14,238 1.1 9,057 0.6 Other income, net 763 0.1 345 - 1,933 0.1 Income before provision for income taxes 205,692 17.1 248,376 18.9 534,395
36.6
Provision for income taxes 45,354 3.8 68,115 5.2 130,226 (8.9) Net income 160,338 13.3 180,261 13.7 404,169 27.7 Less: net income attributable to non-controlling interest 766 0.1 27 - 142
-
Net income attributable to IPG Photonics Corporation $ 159,572 13.2 %$ 180,234 13.7 %$ 404,027 27.7 % Net income attributable toIPG Photonics Corporation per share: Basic $ 3.00$ 3.40 $ 7.55 Diluted $ 2.97$ 3.35 $ 7.38 Weighted average shares outstanding: Basic 53,186 53,061 53,522 Diluted 53,785 53,839 54,726 Comparison of Year EndedDecember 31, 2020 to Year EndedDecember 31, 2019 Net sales. Net sales decreased by$113.9 million , or 8.7%, to$1,200.7 million in 2020 from$1,314.6 million in 2019. The table below sets forth sales by application: Year Ended December 31, 2020 2019 Change (In thousands, except for percentages) Sales by Application % of Total % of Total Materials Processing$ 1,082,478 90.2 %$ 1,229,211 93.5 %$ (146,733) (11.9) % Other Applications 118,246 9.8 % 85,370 6.5 % 32,876 38.5 % Total$ 1,200,724 100.0 %$ 1,314,581 100.0 %$ (113,857) (8.7) % 38
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The table below sets forth sales by type of product and other revenue:
Year Ended December 31, 2020 2019 Change (In thousands, except for percentages) Sales by Product % of Total % of Total High Power Continuous Wave ("CW") Lasers$ 646,062 53.8 %$ 734,745 55.9 %$ (88,683) (12.1) % Medium Power CW Lasers 50,796 4.2 % 56,625 4.3 % (5,829) (10.3) % Pulsed Lasers 158,448 13.2 % 137,675 10.5 % 20,773 15.1 % Quasi-Continuous Wave ("QCW") Lasers 50,333 4.2 % 56,440 4.3 % (6,107) (10.8) % Laser and Non-Laser Systems 93,727 7.8 % 141,647 10.8 % (47,920) (33.8) % Other Revenue including Amplifiers, Service, Parts, Accessories and Change in Deferred Revenue 201,358 16.8 % 187,449 14.2 % 13,909 7.4 % Total$ 1,200,724 100.0 %$ 1,314,581 100.0 %$ (113,857) (8.7) % Materials processing Sales for materials processing applications decreased due to lower sales of high power lasers, laser and non-laser systems, QCW lasers and medium power lasers, partially offset by increased sales in pulsed lasers. •High power laser sales for metal cutting and welding applications declined due to the impact of COVID-19 on end market demand, continued reductions of average selling prices and increased competition. Part of the decline in average selling prices for high power lasers is due to the adoption of more compact or rack mounted "YLR" series lasers which are displacing 1 to 3 kilowatt "YLS" series lasers, which are larger, more complex and more expensive. These more compact YLR lasers are less expensive to manufacture and are sold at prices lower than the YLS series lasers they are displacing. •Medium power laser sales decreased due to decreased demand in laser sintering for metal-based additive manufacturing and ongoing transition to kilowatt scale cutting lasers. •Pulsed laser sales increased due to growth in sales of high power pulsed lasers used for battery processing, ablative processing and solar cell manufacturing applications, partially offset by decreased demand of pulsed lasers used for marking and engraving applications. •QCW laser sales decreased due to lower demand for fine processing and consumer electronics applications. •Laser and non-laser systems sales decreased due to lower demand primarily as a result of COVID-19. The reduction of revenue in laser systems was attributable to lower demand for cutting and welding applications. The reduction of revenue in non-laser systems was attributable to lower demand in the transportation and aerospace sectors. •Other Revenue for materials processing decreased due to lower parts and service revenue. Other Applications Sales from other applications increased due to increased demand for lasers used for directed energy, semiconductor, scientific and instrument applications, as well as lasers used in medical procedures, partially offset by lower sales of telecom products. 39
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Table of Contents Our net sales were derived from customers in the following geographic regions: Year Ended December 31, 2020 2019 Change (In thousands, except for percentages) Sales by Geography % of Total % of Total North America (1)$ 246,189 20.5 %$ 280,886 21.4 %$ (34,697) (12.4) %Europe : Germany 65,646 5.5 % 81,365 6.2 % (15,719) (19.3) % Other including Eastern Europe/CIS 219,540 18.3 % 249,871 19.0 % (30,331) (12.1) % Asia and Australia: China 502,278 41.8 % 491,890 37.4 % 10,388 2.1 % Japan 53,180 4.4 % 71,757 5.5 % (18,577) (25.9) % Other 103,785 8.6 % 121,586 9.2 % (17,801) (14.6) % Rest of World 10,106 0.9 % 17,226 1.3 % (7,120) (41.3) % Total$ 1,200,724 100.0 %$ 1,314,581 100.0 %$ (113,857) (8.7) % (1) The substantial majority of sales inNorth America are to customers inthe United States . Cost of sales and gross margin. Cost of sales decreased by$46.7 million , or 6.6%, to$661.7 million in 2020 from$708.4 million in 2019. Our gross margin decreased to 44.9% in 2020 from 46.1% in 2019. Gross margin decreased mainly due to increased manufacturing costs as a percentage of sales due to lower sales, particularly in the first half of the year resulting from the impact of the COVID-19 pandemic. In addition, provisions for inventory reserves and freight costs were higher. The increase in freight costs is also primarily attributable to COVID-19. Expenses related to provisions for excess or obsolete inventory and other valuation adjustments increased by$6.5 million to$45.4 million , or 3.8% of sales, for the year endedDecember 31, 2020 , as compared to$38.9 million , or 3.0% of sales, for the year endedDecember 31, 2019 . Sales and marketing expense. Sales and marketing expense decreased by$7.1 million , or 9.1%, to$70.6 million in 2020 from$77.7 million in 2019. This change was primarily a result of decreased spending on trade fairs and exhibits, travel and personnel costs partially offset by an increase in depreciation. As a percentage of sales, sales and marketing expense was 5.9% in 2020, unchanged from 2019. Research and development expense. Research and development expense decreased by$3.1 million , or 2.4%, to$126.9 million in 2020 from$130.0 million in 2019. This change was primarily a result of decreases in R&D materials, consultants and travel partially offset by increases in personnel costs. As a percentage of sales, research and development expense increased to 10.6% in 2020 from 9.9% in 2019. We expect to continue to invest in research and development and that research and development expense will increase in the aggregate. General and administrative expense. General and administrative expense increased by$2.4 million , or 2.2%, to$110.0 million in 2020 from$107.6 million in 2019. This change was primarily a result of increases in personnel costs, loss on disposal of fixed assets, insurance, information systems, and premises partially offset by decreases in expense for travel, bad debt provision, legal, and consultants. As a percentage of sales, general and administrative expense increased to 9.2% in 2020 from 8.2% in 2019.Goodwill impairment, impairment of long-lived assets and other restructuring charges. During the third quarter of 2020, we concluded that declines in revenue and order flow for the Genesis custom systems business caused by pandemic-related decreases in capital spending in the aerospace and transportation industries were a triggering event requiring a goodwill impairment evaluation. As a result of the analysis, we incurred a non-cash goodwill impairment loss of$44.6 million in 2020. In 2019, we incurred non-cash goodwill impairment losses of$37.1 million related to impairments of our transceivers reporting unit and our submarine network division. We incurred impairment of long-lived assets and other restructuring charges of$1.2 million in 2020, of which$0.4 million related to severance and$0.1 million related to lease termination costs that resulted from the restructuring of our submarine network division. We also incurred$0.7 million of non-cash long-lived impairments related to machinery and equipment. In 2019, we incurred impairment of long-lived assets and other restructuring charges of$7.1 million , of which$5.3 million related to non-cash impairment losses of long-lived assets and$1.8 million were charges related to global restructuring programs. Effect of exchange rates on sales, gross margin and operating expenses. We estimate that if exchange rates had been the same as one year ago, sales in 2020 would have been$2.5 million lower, gross margin would have been$3.7 million lower and 40 -------------------------------------------------------------------------------- Table of Contents operating expenses in total would have been$6.2 million higher. These estimates assume constant exchange rates between fiscal year 2020 and fiscal year 2019 and are calculated using the average exchange rates for the twelve-month period endedDecember 31, 2019 for the respective currencies, which wereUS$1 =Euro 0.89 ,US$1 =Japanese Yen 109 ,US$1 =ChineseYuan 6.91 andUS$1 =Russian Ruble 65 . Loss (gain) on foreign exchange. We incurred a foreign exchange gain of$12.9 million in 2020 as compared to a loss of$12.8 million in 2019. The gain was primarily attributable to the depreciation of the Russian Ruble and the appreciation of the Chinese Yuan as compared to theU.S. Dollar, which was partially offset by a loss attributed to the appreciation of the Euro and depreciation of the Brazilian Real as compared to theU.S. Dollar. Interest income, net. Interest income, net decreased to$6.3 million of income in 2020 compared to$14.2 million of income in 2019. The reduction in interest income, net, is primarily due to a decrease in yields on shorter duration investments that resulted in lower market interest rates as compared to rates last year. In addition, our initial response to the COVID-19 pandemic included holding shorter duration investments to increase liquidity, which also reduced yields. Provision for income taxes. Provision for income taxes was$45.4 million in 2020 compared to$68.1 million in 2019, representing an effective tax rate of 22.0% in 2020 and 27.4% in 2019. The lower effective tax rate was primarily due to increased benefit from discrete adjustments. Discrete adjustments in 2020 resulted in a$10.6 million reduction in tax expense, which includes (i)$9.7 million for equity-based compensation deductions for tax in excess of the deductions reflected in book income, (ii)$3.2 million for an investment credit inRussia requested in amended returns filed for prior years and (iii)$1.2 million for prior year provision to return adjustments, offset by an increase to tax expense for a$3.6 million impact of losses in subsidiaries for which no tax benefit was taken. Discrete adjustments in 2019 were$1.3 million and include a decrease to tax expense for (i)$5.1 million related to equity-based compensation deductions for tax in excess of the deductions reflected in book income and (ii)$4.8 million for prior year provision to return adjustments, offset by an increase to tax expense of$10.0 million for goodwill impairments losses which were not deductible for tax. Net income attributed toIPG Photonics Corporation . Net income attributable toIPG Photonics Corporation decreased by$20.6 million to$159.6 million in 2020 from$180.2 million in 2019. Net income attributable toIPG Photonics Corporation as a percentage of our net sales decreased by 0.4% to 13.3% in 2020 from 13.7% in 2019 due to the factors described above. Liquidity and Capital Resources The following table presents our principal sources of liquidity: As of December 31, 2020 2019 (In thousands) Cash and cash equivalents$ 876,231 $ 680,070 Short-term investments 514,835 502,546 Unused credit lines and overdraft facilities 132,048 105,469
Working capital (excluding cash and cash equivalents and short-term investments)
542,433 522,114 Short-term investments atDecember 31, 2020 consist of liquid investments including corporate bonds, commercial paper,U.S. Treasury and agency obligations and municipal bonds with original maturities of greater than three months but less than one year. See Note 3, "Fair Value Measurements" in the notes to the consolidated financial statements for further information about our short-term investments. We expect to continue investments in capital expenditures, to assess acquisition opportunities and to repurchase shares of our stock in accordance with our repurchase program. The extent and timing of such expenditures may vary from period to period. Our future long-term capital requirements will depend on many factors including our level of sales, the impact of the economic environment on our growth including any ongoing impact of the COVID-19 pandemic on certain global or regional economies, global or regional recessions, the timing and extent of spending to support development efforts, expansion of global sales and marketing activities, government regulation including trade sanctions, the timing and introductions of new products, the need to ensure access to adequate manufacturing capacity and the continuing market acceptance of our products. 41 -------------------------------------------------------------------------------- Table of Contents The following table details our line-of-credit facilities and long-term notes as ofDecember 31, 2020 : Description Total Facility/ Note Interest Rate Maturity Security U.S. Revolving Line of$75.0 million LIBOR plus 0.80% to April 2025 Unsecured Credit (1) 1.20%, depending on our performance Euro Credit FacilityEuro 50.0 million Euribor plus 0.75% or July 2023 Unsecured, guaranteed (Germany) (2) ($61.3 million ) EONIA plus 1.00% by parent company and German subsidiary Other Euro Facilities(3) Euro 2.0 million Euribor plus 0.94% to March 2021 Common pool of assets ($2.5 million ) 2.02% of Italian subsidiary Long-term Secured Note (4)$19.6 million Fixed at 2.74% July 2022 Secured by the corporate aircraft Long-term Unsecured Note (5)$18.4 million 1.20% above LIBOR, May 2023 Unsecured fixed using an interest rate swap at 2.85% per annum (1) This facility is available to certain foreign subsidiaries in their respective local currencies. AtDecember 31, 2020 , there were no amounts drawn on this line, however, there were$3.3 million of guarantees issued against the line which reduces total availability. (2) This facility is available to certain foreign subsidiaries in their respective local currencies. AtDecember 31, 2020 , there were no drawings, however, there were$3.4 million of guarantees issued against the line which reduces total availability. (3) AtDecember 31, 2020 , there were no drawings. This facility renews annually. (4) At maturity, the outstanding note balance will be$15.4 million . (5) At maturity, the outstanding note balance will be$15.4 million . Our largest committed credit lines are withBank of America N.A . and Deutsche Bank AG in the amounts of$75.0 million and$61.3 million (or €50,000 as described above), respectively, and neither of them is syndicated. We plan to seek amendments of our credit agreements and notes to modify LIBOR and Euribor reference rates as these rates are phased out as borrowing rates. We are required to meet certain financial covenants associated with ourU.S. revolving line of credit and long-term debt facility. These covenants, tested quarterly, include an interest coverage ratio and a funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio. The interest coverage covenant requires that we maintain a trailing twelve-month ratio of EBITDA to interest on all obligations that is at least 3.0:1.0. The funded debt to EBITDA covenant requires that the sum of all indebtedness for borrowed money on a consolidated basis be less than three times our trailing twelve months EBITDA. Funded debt is decreased by our cash and available marketable securities not classified as long-term investments in theU.S. in excess of$50 million up to a maximum of$500 million . We were in compliance with all such financial covenants as of and for the three months endedDecember 31, 2020 . The financial covenants in our loan documents may cause us to not take or to delay investments and actions that we might otherwise undertake because of limits on capital expenditures and amounts that we can borrow or lease. In the event that we do not comply with any one of these covenants, we would be in default under the loan agreement or loan agreements, which may result in acceleration of the debt, cross-defaults on other debt or a reduction in available liquidity, any of which could harm our results of operations and financial condition. See Note 11, "Financing Arrangements" in the notes to the consolidated financial statements for further information about our facilities and term debt. The following table presents cash flow activities: As of December 31, 2020 2019 (In thousands)
Cash provided by operating activities
(99,574) (139,975) Cash used by financing activities (10,080) (37,067) Operating activities. Net cash provided by operating activities decreased by$38.2 million to$285.3 million in 2020 from$323.5 million in 2019. In 2020, net sales and net income decreased by 9% and 11%, respectively. Our largest working capital items typically are inventory and accounts receivable. Items such as accounts payable to third parties, prepaid expenses and other current assets and accrued expenses and other liabilities are not as significant as our working capital investment in 42 -------------------------------------------------------------------------------- Table of Contents accounts receivable and inventory because of the amount of value added within IPG due to our vertically integrated structure. Accruals and payables for personnel costs including bonuses and income and other taxes payable are largely dependent on the timing of payments for those items. The decrease in cash flow from operating activities in 2020 primarily resulted from a decrease in cash provided by net income after adding back non-cash charges, an increase in cash used by accounts receivable, an increase in cash used by prepaid expenses and an increase in cash used by inventory; partially offset by a decrease in cash used for accrued expenses, a decrease in cash used by income and other taxes payable and a decrease in cash used by accounts payable. Investing activities. Net cash used in investing activities was$99.6 million and$140.0 million in 2020 and 2019, respectively. The cash used in investing activities in 2020 related to$87.7 million for property, plant and equipment,$12.3 million of net purchases of investments and$0.4 million for the acquisition of a business during 2020, net of cash acquired. The cash used in investing activities in 2019 related to$133.5 million for property, plant and equipment, and$15.1 million for the acquisition of a business during 2019, net of cash acquired; partially offset by$7.8 million of net proceeds of investments. In 2021, we expect to incur approximately$150 million to$160 million in capital expenditures, excluding acquisitions. Capital expenditures include investments in property, facilities and equipment to add capacity worldwide to support anticipated revenue growth, increase vertical integration, increase redundant manufacturing capacity for critical components and enhance research and development capabilities. The timing and extent of any capital expenditures in and between periods can have a significant effect on our cash flow. If we obtain financing for certain projects, our cash expenditures would be reduced in the year of expenditure. Many of the capital expenditure projects that we undertake have long lead times and are difficult to cancel or defer to a later period. Financing activities. Net cash used in financing activities was$10.1 million and$37.1 million in 2020 and 2019, respectively. The cash used in financing activities in 2020 was primarily related to the purchase of treasury stock of$37.9 million , payments on our long-term borrowings of$3.7 million , and$1.7 million of payment of a purchase price holdback from a business combination. These uses of cash were partially offset by net proceeds from the exercise of stock options net of amounts disbursed in relation to shares withheld to cover employee income taxes due upon the vesting and release of restricted stock units and shares issued under our employee stock purchase plan of$33.2 million . The cash used in financing activities in 2019 was primarily related to the purchase of treasury stock of$40.7 million and payments on our long-term borrowings of$3.7 million . These cash uses were partially offset by net proceeds of$7.3 million from the exercise of stock options net of amounts disbursed in relation to shares withheld to cover employee income taxes due upon the vesting and release of restricted stock units and shares issued under our employee stock purchase plan. Contractual Obligations and Off-Balance Sheet Arrangements As ofDecember 31, 2020 , we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources. The following summarizes our contractual obligations atDecember 31, 2020 and the effect such obligations are expected to have on our liquidity and cash flow in future periods: Payments Due in Less Than 1 More Than Total Year 1-3 Years 3-5 Years 5 Years (In thousands) Operating lease obligations$ 27,517 $ 6,452 $ 8,427 $ 4,327 $ 8,311 Purchase obligations 51,730 51,730 - - - Long-term debt obligations (including interest)(1) 39,899 4,821 35,078 - - Contingent consideration 1,963 491 1,472 - - Total(2)$ 121,109 $ 63,494 $ 44,977 $ 4,327 $ 8,311 (1)Interest for long-term debt obligations was calculated including the effect of our fixed rate amounts. The weighted average fixed rate amount was 2.79%. (2)Excludes obligations related to ASC 740, reserves for uncertain tax positions, because we are unable to provide a reasonable estimate of the timing of future payments relating to the remainder of these obligations. See Note 17, "Income Taxes" to the consolidated financial statements. 43
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Table of Contents Recent Accounting Pronouncements See Note 1, "Nature of Business and Summary of Significant Accounting Policies" in the notes to the consolidated financial statements for a full description of recent accounting pronouncements, including the respective dates of adoption or expected adoption and effects on our consolidated financial statements contained in Part IV of this Annual Report.
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