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; the
implementation of our business model and strategic plans, including estimates
regarding future sales, revenues, expenses, acquisitions, investments and
capital requirements; 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.

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 high­power 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.

Revenues increased to $130.5 million in the six months ended June 30, 2021
compared to $95.4 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 million for the
six months ended June 30, 2021 compared to a net loss of $14.3 million for the
same period of 2020.


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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,
                                                         2021                  2020                  2021                  2020
Revenue:
Products                                                    77.5  %               86.5  %               77.3  %               86.0  %
Development                                                 22.5                  13.5                  22.7                  14.0
Total revenue                                              100.0                 100.0                 100.0                 100.0
Cost of revenue:
Products                                                    49.5                  62.5                  49.5                  63.4
Development                                                 21.1                  12.5                  21.4                  12.9
Total cost of revenue                                       70.6                  75.0                  70.9                  76.3
Gross profit                                                29.4                  25.0                  29.1                  23.7
Operating expenses:
Research and development                                    20.7                  18.1                  19.9                  18.9
Sales, general, and administrative                          21.8                  18.5                  20.5                  18.2
Total operating expenses                                    42.5                  36.6                  40.4                  37.1
Loss from operations                                       (13.1)                (11.6)                (11.3)                (13.4)
Other income (expense):
Interest income (expense), net                                 -                  (0.1)                 (0.1)                  0.2
Other income (expense), net                                  0.2                  (0.6)                  0.1                  (0.4)
Loss before income taxes                                   (12.9)                (12.3)                (11.3)                (13.6)
Income tax expense (benefit)                                (1.5)                  0.8                  (0.5)                  1.4
Net loss                                                   (11.4) %              (13.1) %              (10.8) %              (15.0) %



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
                                                   2021             % of Revenue              2020        % of Revenue                $                 %
Laser Products                             $     100,896                     77.3  %       $ 82,034                86.0  %       $ 18,862              23.0  %
Advanced Development                              29,562                     22.7            13,319                14.0            16,243             122.0
                                           $     130,458                    100.0  %       $ 95,353               100.0  %       $ 35,105              36.8  %



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The increase in Laser Products revenue for the three and six months ended
June 30, 2021, compared to the same period of 2020, was driven by increased
sales from the Industrial and Microfabrication markets as discussed below. The
increase in Advanced Development revenue was 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
                                                2021           % of Revenue              2020         % of Revenue                $                 %
Industrial                                $      24,907                 36.1  %       $ 22,630                 43.4  %       $  2,277               10.1  %
Microfabrication                                 20,274                 29.3            14,300                 27.4             5,974               41.8
Aerospace and Defense                            23,932                 34.6            15,208                 29.2             8,724               57.4
                                          $      69,113                100.0  %       $ 52,138                100.0  %       $ 16,975               32.6  %



                                                                       Six Months Ended June 30,                                             Change
                                                    2021             % of Revenue              2020        % of Revenue                $                 %
Industrial                                  $      46,307                     35.5  %       $ 38,620                40.5  %       $  7,687              19.9  %
Microfabrication                                   35,489                     27.2            24,719                25.9            10,770              

43.6


Aerospace and Defense                              48,662                     37.3            32,014                33.6            16,648              52.0
                                            $     130,458                    100.0  %       $ 95,353               100.0  %       $ 35,105              36.8  %



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

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
                                               2021             % of Revenue              2020        % of Revenue                $                 %
North America                          $      64,229                     49.2  %       $ 41,540                43.6  %       $ 22,689              54.6  %
China                                         34,336                     26.3            33,537                35.2               799               2.4
Rest of World                                 31,893                     24.4            20,276                21.2            11,617              57.3
                                       $     130,458                    100.0  %       $ 95,353               100.0  %       $ 35,105              36.8  %



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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 months
ended June 30, 2021, compared to the same periods of 2020, were primarily driven
by increased revenue from the Aerospace and Defense market. The decrease in
China revenue for the three months ended June 30, 2021, compared to the same
period of 2020, was 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.
The increases in Rest of World revenue for the three and six months ended
June 30, 2021, compared to the same periods of 2020, were primarily due to
increased sales in the Microfabrication market.

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


                   Laser Products      Advanced Development       Corporate and Other         Total
Gross profit      $      19,871       $            1,004         $               (550)     $ 20,325
Gross margin               37.1  %                   6.5    %                        NM        29.4  %


                                               Six Months Ended June 30, 2021
                     Laser Products      Advanced Development      

Corporate and Other Total


  Gross profit      $      37,302       $            1,709         $             (1,041)     $ 37,970
  Gross margin               37.0  %                   5.8    %                        NM        29.1  %


                                             Three Months Ended June 30, 2020
                   Laser Products        Advanced Development       Corporate and Other         Total
Gross profit      $       12,846       $              549          $               (339)     $ 13,056
Gross margin                28.5  %                   7.8     %                        NM        25.0  %


                                             Six Months Ended June 30, 2020
                   Laser Products      Advanced Development       Corporate and Other         Total
Gross profit      $      22,221       $            1,020         $               (684)     $ 22,557
Gross margin               27.1  %                   7.7    %                        NM        23.7  %



The increases in Laser Products gross margin for the three and six months ended
June 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 in Advanced Development gross margin for
the three and six months ended June 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  %



                                       Six Months Ended June 30,                   Change
                                           2021                 2020           $            %

      Research and development   $      25,992               $ 18,010

$ 7,982 44.3 %





The increases in research and development expense for the three and six months
ended June 30, 2021, compared to the same periods in 2020, were primarily due to
increases in stock-based compensation of $1.4 million and $2.6 million,
respectively, and increased employee 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  %



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



The increases in sales, general and administrative expense for the three and six
months ended June 30, 2021, compared to the same periods in 2020 were primarily
due to increase in stock-based compensation of $3.9 million and $6.9 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%



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

$ (324) (148.6)%





The changes in interest income (expense), net, for the three and six months
ended June 30, 2021, compared to the same periods in 2020 were primarily
attributable to decreases in the market rates on money market funds, offset
partially by the March 2021 cash infusion from our public offering of stock.

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



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



The increases in other income (expense), net for the three and six months ended
June 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) %



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



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 30, 2021.

The decreases in income tax expense for the three and six months ended June 30,
2021, compared to the same periods in 2020 were driven by decreases in income
from our Finland operations and a discrete tax benefit related to return to
provision true ups and expiring statue of limitation of 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 million and $102.3 million as of June 30, 2021 and December 31, 2020, respectively.



For the six months ended June 30, 2021, our principal uses of liquidity were to
fund our working capital needs. Our principal sources of liquidity for the six
months ended June 30, 2021 was from our equity offering and cash flows from
operations.

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,
equity­linked 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,
                                                                   2021                   2020
Net cash provided by operating activities                    $        3,085          $      7,002
Net cash used in investing activities                                (8,469)              (17,668)
Net cash provided by financing activities                            78,551                14,340
Effect of exchange rate changes on cash                                (126)                  (27)

Net increase in cash, cash equivalents and restricted cash $ 73,041

$ 3,647

Net Cash Provided by Operating Activities



During the six months ended June 30, 2021, net cash provided by operating
activities was $3.1 million, which was primarily driven by non­cash expenses
totaling $28.6 million related to depreciation and amortization, stock-based
compensation, and other items, a $3.3 million increase in accounts payable and a
$1.3 million increase in accrued and other long-term liabilities. These items
were partially offset by our net loss of $14.0 million and increases of $8.6
million in inventory and $4.8 million in accounts receivable. The increase in
inventory was driven primarily by an expected increase in future period sales,
the increase in accounts receivable was attributable to the increase in revenue
and timing of shipments during the quarter, and the increase in accounts payable
was attributable to the increase in inventory and the timing of vendor payments.
During the six months ended June 30, 2020, net cash provided by operating
activities was $7.0 million, which was primarily driven by non-cash expenses
totaling $17.7 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. These items were partially offset
by our net loss of $14.3 million, a $4.5 million increase in inventory, a $1.8
million increase in prepaid expenses and other current assets and a $2.1 million
increase in other assets. 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 months ended June 30, 2021, net cash used in investing activities
was $8.5 million, primarily resulting from $8.0 million of capital expenditures
related to investments in manufacturing equipment and improvements to our
corporate facility.

During the six months ended June 30, 2020, net cash used in investing activities was $17.7 million, primarily resulting from $17.0 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 months ended June 30, 2021, net cash provided by financing
activities was $78.6 million, which was primarily driven by our follow-on public
offering of $82.4 million, net of offering costs, and $1.5 million of proceeds
from stock options exercises and employee stock program purchases, partially
offset by $4.6 million of withholding tax payments related to the vesting of
stock awards.

During the six months ended June 30, 2020, net cash provided by financing
activities was $14.3 million, which was primarily driven by proceeds from our
revolving line of credit of $15.0 million to acquire commercial property, and
$1.5 million of proceeds from stock options exercises and employee stock program
purchases, offset by $2.2 million of withholding tax payments related to the
vesting of stock awards.


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Credit Facilities

We have a $40.0 million revolving line of credit with Pacific Western Bank which
is secured by our assets and expires in September 2021. Interest on 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. The loan 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 amounts were outstanding under the line of
credit, and we were in compliance with all covenants under the loan agreement.

Contractual Obligations

For the six months ended June 30, 2021, our operating lease obligations increased by approximately $5.8 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 30, 2021, we
experienced wage and benefits increases during the three months ended June 30,
2021. We expect that those increases will continue to impact our labor costs. 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.

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