lasr-20201105
0001124796false00011247962020-11-052020-11-05


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________________________________
FORM 8-K
________________________________________________________

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 5, 2020

________________________________________________________
NLIGHT, INC.
(Exact name of Registrant as specified in its charter)
________________________________________________________
Delaware001-3846291-2066376
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
5408 NE 88th Street, Building E
Vancouver, Washington 98665
(Address of principal executive offices, and zip code)
(360) 566-4460
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Exchange on which Registered
Common Stock, par value
$0.0001 per share
LASRThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

                                         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. ☐



Item 2.02. Results of Operations and Financial Condition.

On November 5, 2020, nLIGHT, Inc. (the "Company") announced its financial results for the three and nine months ended September 30, 2020. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On November 5, 2020 the Company also published earnings presentation slides related to the third quarter 2020 results for use in investor discussions. The presentation slides are furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information included in Item 2 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On November 5, 2020, the Board of Directors (the “Board”) of nLIGHT, Inc. (the “Company”), upon recommendation from the Nominating and Corporate Governance Committee of the Board, appointed Camille Nichols as a Class I director, with a term expiring at the Company’s 2022 annual meeting of stockholders. The Board has not yet determined the committee(s) of the Board, if any, to which Ms. Nichols will be named.

On November 5, 2020, the Company issued a press release announcing the appointment of Ms. Nichols to the Board, which includes her biographical information and is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

No arrangement or understanding exists between Ms. Nichols and any other person pursuant to which she was selected as a director. Furthermore, there are no transactions between Ms. Nichols or any member of her immediate family, on the one hand, and the Company or any of its subsidiaries, on the other hand, that require disclosure under Item 404(a) of Regulation S-K.

Ms. Nichols will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in the Company’s proxy statement for its 2020 annual meeting of stockholders filed with the Securities and Exchange Commission on April 21, 2020, in the section titled “Outside Director Compensation Policy.” On November 5, 2020, in connection with her appointment to the Board as a non-employee director and pursuant to the Company’s 2018 Equity Incentive Plan, Ms. Nichols received an automatic grant of restricted stock units covering a number of shares of the Company’s common stock having a fair market value equal to $120,000. The restricted stock units vest annually over three years from the date of grant.

Item 9.01.    Financial Statements and Exhibits

(d)    Exhibits
Exhibit No.Description
Earnings Release issued by nLIGHT, Inc. on November 5, 2020
Earnings Presentation slides dated November 5, 2020
Press Release dated November 5, 2020





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 hereunto duly authorized.
NLIGHT, INC.
(Registrant)
Date:November 5, 2020
By:/s/ RAN BAREKET
Ran Bareket
Chief Financial Officer



nlightlogoa151.jpg
Exhibit 99.1


nLIGHT, Inc. Announces Third Quarter 2020 Results
Revenues of $61.7 million and gross margin of 27.8% for the third quarter of 2020

VANCOUVER, Wash., November 5, 2020 - nLIGHT, Inc. (Nasdaq: LASR), a leading provider of high-power semiconductor and fiber lasers used in the industrial, microfabrication, and aerospace and defense markets, today reported financial results for the third quarter of 2020.
“We delivered record quarterly revenues and exceeded the high-end of our third quarter outlook due to strong performance in each of our end markets and geographies,” commented Scott Keeney, nLIGHT’s President and Chief Executive Officer. “Our third quarter results reflect the continued execution of our strategy to grow in aerospace and defense, which included new directed energy applications, and to increase sales to strategic industrial customers outside of China.

“Increased sales and a favorable mix resulted in higher gross margins and better overall profitability compared to the prior quarter,” continued Keeney. “While we remain concerned about the impact of the global COVID-19 pandemic and an uncertain macroeconomic environment, we continue to see strong demand from our customers globally in the fourth quarter.”

Third Quarter 2020 Financial Highlights
Three Months Ended September 30,
(In thousands, except percentages)20202019% Change
Revenues$61,732 $43,814 40.9 %
Gross margin27.8 %29.6 %
Loss from operations$(3,976)$(696)(471.3)%
Operating margin(6.4)%(1.6)%
Net loss$(2,110)$(778)(171.2)%
Adjusted EBITDA(1)
$6,211 $2,696 130.4 %
Adjusted EBITDA, as percentage of revenues 10.1 %6.2 %
(1) A reconciliation of the non-GAAP information provided here to the most directly comparable GAAP metric has been provided in the financial statement tables included in this release.

Revenues of $61.7 million for the third quarter of 2020 were up 40.9% compared to $43.8 million for the third quarter of 2019. Gross margin was 27.8% for the third quarter of 2020 compared to 29.6% for the third quarter of 2019. GAAP net loss for the third quarter of 2020 was $(2.1) million, or net loss of $(0.05) per diluted share, compared to net loss of $(0.8) million, or net loss of $(0.02) per diluted share, for the third quarter of 2019. Non-GAAP net income for the third quarter of 2020 was $5.3 million, or non-GAAP net income of $0.12 per diluted share, compared to non-GAAP net income of $0.3 million, or non-GAAP net income of $0.01 per diluted share, for the third quarter of 2019. Reconciliations of the non-GAAP information provided here to the most directly comparable GAAP metric have been provided in the financial statement tables included in this release.

Outlook
For the fourth quarter of 2020, nLIGHT expects revenues to be in the range of $59 million to $65 million, gross margin to be in the range of 25% to 29%, and Adjusted EBITDA to be in the range of $3 million to $7 million.

Investor Conference Call at 2:00 p.m. Pacific Time, Wednesday, November 5, 2020

Parties interested in listening to nLIGHT’s quarterly conference call may do so by dialing 1-833-535-2198 (U.S., toll-free) or +1-412-902-6775 (international and toll), with the conference title: nLIGHT Third Quarter 2020 Earnings. The call can also be accessed via the web by going to nLIGHT’s Investor Relations page at http://investors.nlight.net.




Use of Non-GAAP Financial Results

In addition to U.S. GAAP results, this press release contains non-GAAP financial results, including Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per share, basic and diluted. We use Adjusted EBITDA to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. In addition to our results determined in accordance with GAAP, we believe Adjusted EBITDA is a meaningful measure of performance as it is commonly utilized by us and the investment community to analyze operating performance in our industry. Similarly, we believe that providing non-GAAP net income (loss) and non-GAAP net income (loss) per share, basic and diluted, is useful to our investors as they present an informative supplemental view of our results from period to period by removing the effect of stock-based compensation expense and other non-recurring items. However, the non-GAAP financial measures presented herein are specific to us and may not be comparable to similar measures disclosed by other companies because of differing methods used by other companies in calculating them.

We define Adjusted EBITDA as net income adjusted for income tax expense, other non-operating expense or income, interest expense or income, depreciation and amortization, stock-based compensation, acquisition and integration-related costs and other special items as determined by management, as applicable. We define non-GAAP net income (loss) as GAAP net income (loss) adjusted for stock-based compensation, amortization of purchased intangibles, acquisition and integration-related costs, and other special items as determined by management, as applicable. We define non-GAAP net income (loss) per share, basic and diluted, as non-GAAP net income (loss) divided by common weighted-average shares outstanding during the respective period plus the dilutive effect of any common stock equivalents during the period, if applicable.

Tables presenting the reconciliation of Adjusted EBITDA to net income (loss), as well as the reconciliation of non-GAAP net income (loss) and non-GAAP net income (loss) per share, basic and diluted, to net income (loss) and net income (loss) per share, basic and diluted, respectively, the two most directly comparable GAAP financial metrics, are included at the end of this press release.

We have not reconciled our outlook for Adjusted EBITDA because unrealized and realized foreign exchange gains and losses cannot be reasonably calculated or predicted nor can the probable significance be determined at this time. Accordingly, a reconciliation is not available without unreasonable effort.

Safe Harbor Statement

Certain statements in this release are “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, and the Private Securities Litigation Reform Act of 1995. Words such as “outlook,” “guidance,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates,” and similar expressions may identify these forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding expected revenues, gross margin, and Adjusted EBITDA and our expectations regarding customer demand for our products, operating results, and financial position, as well as any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements, including but not limited to: (1) the impact on our sales and operations of public health crises in China, the United States or internationally, including the COVID-19 pandemic, (2) our ability to generate sufficient revenues to achieve or maintain profitability in the future, (3) fluctuations in our quarterly results of operations and other operating measures, (4) downturns in the markets we serve could materially adversely affect our revenues and profitability, (5) our high levels of fixed costs and inventory levels may harm our gross profits and results of operations in the event that demand for our products declines or we maintain excess inventory levels, (6) the competitiveness of the markets for our products, (7) our substantial sales and operations in China, which expose us to risks inherent in doing business there, (8) the effect of current and potential tariffs and global trade policies on the cost of our products, (9) our manufacturing capacity and operations may not be appropriate for future levels of demand, (10) our reliance on a small number of customers for a significant portion of our revenues, and (11) the risk that we may be unable to protect our proprietary technology and intellectual property rights. Additional information concerning these and other factors can be found in nLIGHT's filings with the Securities and Exchange Commission (the “SEC”), including other risks, relevant factors and uncertainties identified in the “Risk Factors” section of nLIGHT's most recent Annual Report on Form 10-K or subsequent filings with the SEC. nLIGHT undertakes no obligation to update publicly or revise any forward-looking statements contained herein to reflect future events or developments, except as required by law.

The nLIGHT logo and “nLIGHT” are registered trademarks or trademarks of nLIGHT, Inc. in various jurisdictions.




About nLIGHT

nLIGHT, Inc. is a leading provider of high-power semiconductor and fiber lasers for industrial, microfabrication, aerospace and defense applications. Our lasers are changing not only the way things are made but also the things that can be made. Headquartered in Vancouver, Washington, nLIGHT employs over 1,200 people with operations in the U.S., China, Finland, Korea and Italy. For more information, please visit www.nlight.net.

For more information, contact:
Joseph Corso
VP, Corporate Development and Investor Relations
nLIGHT, Inc.
(360) 566-4460
[email protected]








nLIGHT, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Revenue:
Products$51,117 $43,814 $133,151 $133,723 
Development10,615 — 23,934 — 
Total revenue61,732 43,814 157,085 133,723 
Cost of revenue:
Products34,645 30,852 95,142 91,376 
Development9,927 — 22,226 — 
Total cost of revenue(1)
44,572 30,852 117,368 91,376 
Gross profit17,160 12,962 39,717 42,347 
Operating expenses:
Research and development(1)
11,126 6,402 29,136 19,318 
Sales, general, and administrative(1)
10,010 7,256 27,343 23,972 
Total operating expenses21,136 13,658 56,479 43,290 
Loss from operations(3,976)(696)(16,762)(943)
Other income (expense):
Interest income (expense), net(96)665 122 2,155 
Other income, net477 90 63 3 
Income (loss) before income taxes(3,595)59 (16,577)1,215 
Income tax expense (benefit)(1,485)837 (162)3,383 
Net loss$(2,110)$(778)$(16,415)$(2,168)
Net loss per share, basic $(0.05)$(0.02)$(0.43)$(0.06)
Net loss per share, diluted$(0.05)$(0.02)$(0.43)$(0.06)
Shares used in per share calculations:
Basic38,558 37,262 38,195 37,005 
Diluted38,558 37,262 38,195 37,005 
(1)Includes stock-based compensation as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Cost of revenues$505 $340 $1,189 $816 
Research and development2,545 424 6,602 1,693 
Sales, general, and administrative3,633 315 8,692 2,860 
$6,683 $1,079 $16,483 $5,369 





nLIGHT, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
As of
September 30, 2020December 31, 2019
Assets
Current assets:
     Cash and cash equivalents$110,152 $117,252 
     Accounts receivable, net23,452 27,126 
     Inventory53,432 46,131 
     Prepaid expenses and other current assets12,996 8,084 
          Total current assets200,032 198,593 
Restricted cash291 41 
Lease right-of-use assets11,428 — 
Property and equipment, net42,365 27,747 
Intangible assets, net9,088 10,006 
Goodwill12,503 9,872 
Other assets, net4,681 3,707 
          Total assets$280,388 $249,966 
Liabilities and Stockholders’ Equity
Current liabilities:
     Accounts payable$24,403 $12,700 
     Accrued liabilities14,663 11,605 
     Deferred revenue2,124 679 
     Lease liabilities2,347 — 
     Current portion of long-term debt142 51 
          Total current liabilities43,679 25,035 
Non-current income taxes payable7,219 6,429 
Long-term lease liabilities9,397 — 
Long-term debt205 — 
Other long-term liabilities3,796 1,894 
     Total liabilities64,296 33,358 
Stockholders' equity:
     Common stock - par value15 15 
     Additional paid-in capital351,703 336,732 
     Accumulated other comprehensive loss(1,757)(2,685)
     Accumulated deficit(133,869)(117,454)
          Total stockholders’ equity216,092 216,608 
          Total liabilities and stockholders’ equity$280,388 $249,966 










nLIGHT, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended September 30,
20202019
Cash flows from operating activities:
Net loss$(16,415)$(2,168)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation5,614 4,859 
Amortization4,319 1,935 
Reduction in carrying amount of right-of-use assets2,162 — 
Provision for losses on accounts receivable84 58 
Stock-based compensation16,483 5,369 
Gain on disposal of assets— (7)
Changes in operating assets and liabilities:
Accounts receivable, net4,094 (2,836)
Inventory(6,411)(11,055)
Prepaid expenses and other current assets(4,753)2,590 
Other assets(2,418)(2,670)
Accounts payable10,565 3,290 
Accrued and other long-term liabilities1,494 (1,337)
Deferred revenues1,405 (259)
Lease liabilities(2,120)— 
Non-current income taxes payable591 337 
Net cash provided by (used in) operating activities14,694 (1,894)
Cash flows from investing activities:
Acquisition of business, net of cash acquired(168)— 
Purchases of property, plant and equipment(19,395)(8,943)
Capitalization of patents(717)(1,064)
Proceeds from sale of assets— 19 
Net cash used in investing activities(20,280)(9,988)
Cash flows from investing activities:
Proceeds from term loan15,000 — 
Principal payments on term loans and financing leases(15,126)(67)
Proceeds from employee stock plan purchases685 762 
Proceeds from stock option exercises1,117 1,032 
Tax payments related to stock award issuances(3,314)(489)
Net cash provided by (used in) financing activities(1,638)1,238 
Effect of exchange rate changes on cash373 29 
Net decrease in cash, cash equivalents and restricted cash(6,851)(10,615)
Cash, cash equivalents and restricted cash, beginning of period117,294 149,520 
Cash, cash equivalents and restricted cash, end of period$110,443 $138,905 
Supplemental disclosures:
Cash received for interest$312 $2,265 
Cash paid for income taxes1,015 1,741 
Accrued purchases of property, equipment and patents1,294 1,275 
Accrued acquisition consideration1,390 — 
Supplemental disclosure of noncash investing and financing activities:
Right-of-use assets obtained in exchange for lease liabilities$13,470 $— 



nLIGHT, Inc.
Reconciliation of GAAP Financial Metrics to Non-GAAP
(In thousands, except per share data)
(Unaudited)

Reconciliation of Net Loss to Adjusted EBITDA
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Net loss$(2,110)$(778)$(16,415)$(2,168)
Income tax expense (benefit)(1,485)837 (162)3,383 
Other income, net(477)(90)(63)(3)
Interest (income) expense, net96 (665)(122)(2,155)
Depreciation and amortization3,504 2,313 9,933 6,794 
Stock-based compensation6,683 1,079 16,483 5,369 
Acquisition and integration-related costs— — 50 — 
Adjusted EBITDA$6,211 $2,696 $9,704 $11,220 


Reconciliation of GAAP to Non-GAAP Net Income, and GAAP to Non-GAAP Net Income per Share, Basic and Diluted

Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Net loss$(2,110)$(778)$(16,415)$(2,168)
Add back:
Stock-based compensation(1)
6,683 1,079 16,483 5,369 
Amortization of purchased intangibles696 — 2,008 — 
Acquisition and integration-related costs— — 50 — 
Non-GAAP net income5,269 301 2,126 3,201 
GAAP weighted average shares outstanding38,558 37,262 38,195 37,005 
Participating securities629 444 508 271 
Non-GAAP weighted average number of shares, basic39,187 37,706 38,703 37,276 
Dilutive effect of common stock equivalents4,290 4,016 4,112 4,358 
Non-GAAP weighted average number of shares, diluted43,477 41,722 42,815 41,634 
Non-GAAP net income per share, basic$0.13 $0.01 $0.05 $0.09 
Non-GAAP net income per share, diluted$0.12 $0.01 $0.05 $0.08 
(1) There is no income tax effect related to the stock-based compensation adjustment due to the full valuation allowance in the U.S.


EXHIBIT 99.2 Earnings Presentation Q3 2020 November 5, 2020 This presentation contains nLIGHT, Inc. proprietary information. No part of it may be circulated, quoted, or reproduced for distribution without prior written approval from nLIGHT, Inc.


 
Safe Harbor Statement Certain statements in this presentation are “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, and the Private Securities Litigation Reform Act of 1995. Words such as “outlook,” “guidance,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates,” and similar expressions may identify these forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding expected revenues, gross margin, and Adjusted EBITDA and our expectations regarding customer demand for our products, operating results, and financial position, as well as any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements, including but not limited to: (1) the impact on our sales and operations of public health crises in China, the United States or internationally, including the COVID-19 pandemic, (2) our ability to generate sufficient revenues to achieve or maintain profitability in the future, (3) fluctuations in our quarterly results of operations and other operating measures, (4) downturns in the markets we serve could materially adversely affect our revenues and profitability, (5) our high levels of fixed costs and inventory levels may harm our gross profits and results of operations in the event that demand for our products declines or we maintain excess inventory levels, (6) the competitiveness of the markets for our products, (7) our substantial sales and operations in China, which expose us to risks inherent in doing business there, (8) the effect of current and potential tariffs and global trade policies on the cost of our products, (9) our manufacturing capacity and operations may not be appropriate for future levels of demand, (10) our reliance on a small number of customers for a significant portion of our revenues, and (11) the risk that we may be unable to protect our proprietary technology and intellectual property rights. Additional information concerning these and other factors can be found in nLIGHT's filings with the Securities and Exchange Commission (the “SEC”), including other risks, relevant factors and uncertainties identified in the “Risk Factors” section of nLIGHT’s most recent Annual Report on Form 10-K or subsequent filings with the SEC. nLIGHT undertakes no obligation to update publicly or revise any forward-looking statements contained herein to reflect future events or developments, except as required by law. This presentation includes certain non-GAAP financial measures as defined by the SEC rules, including Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per share (diluted). These non-GAAP financial measures are provided in addition to, and not as a substitute for or superior to measures of financial performance prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measure to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. As required by Regulation G, we have provided a reconciliation of those measures to the most directly comparable GAAP measures, which is available in the appendix. This presentation may also contain estimates, projections and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry and our business. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the accuracy and completeness of the information obtained by third parties included in this presentation. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk. The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Such use should not be construed as an endorsement of the products, solutions and services of nLIGHT, Inc. 2


 
Q3 20 Business Highlights • Record revenues and financial results above the high-end of our outlook – Growth (y-o-y) in all market segments (Microfabrication, Industrial, Aerospace and Defense) – Improving gross margins and profitability • Demand from our customers remain strong despite uncertain macroenvironment • Strong execution and implementation of strategy – Two core strategic focus areas • ROW Industrial: significant growth from key strategic customers • A&D: strong performance from both core A&D business and Nutronics – Continued strength in Microfabrication and growing high-power fiber laser sales in China 3


 
Revenue | By geography Quarterly Revenue $ Millions $70 $62 $60 $52 $51 $52 31% $48 China $50 $46 $44 $42 $42 $43 $43 33% 41% $40 $37 $37 46% 32% 38% $35 28% 36% 33% 40% 35% $30 $29 38% $30 40% $25 $26 43% $22 40% 40% 40% 69% $20 29% 41% ROW 67% 68% 62% 72% 59% 64% 54% 67% 60% 65% 60% 62% 57% $10 60% 60% 71% 59% 60% $0 Q116 Q216 Q316 Q416 Q117 Q217 Q317 Q417 Q118 Q218 Q318 Q418 Q119 Q219 Q319 Q419 Q120 Q220 Q320 - Percentages may not total to 100 due to rounding 4


 
Revenue | By end market Quarterly Revenue $ Millions $70 $62 Revenue by Market Q320 vs. Q319 Change $60 $52 $51 $52 $48 35% $50 $46 Industrial $44 +15% $42 $42 $43 $43 41% 43% $40 $37 $37 49% $35 38% 44% 43% 37% $30 45% 43% 43% 23% Microfabrication $29 +6% $30 42% 44% $25 $26 40% 38% $22 38% 33% 24% 27% 35% $20 39% 41% 28% 38% 30% 26% 38% 37% 35% 46% 45% 40% 42% Aerospace/Defense 42% 44% $10 51% 46% 50% +123% 39% 29% 26% 30% 20% 21% 22% 19% 18% 13% 19% 19% 17% 20% 18% 14% 14% 16% $0 Q116 Q216 Q316 Q416 Q117 Q217 Q317 Q417 Q118 Q218 Q318 Q418 Q119 Q219 Q319 Q419 Q120 Q220 Q320 - Percentages may not total to 100 due to rounding 5


 
Industrial | Sales shifting to higher power fiber lasers Fiber Laser Revenue by Power - Quarterly Percent of total fiber laser sales 100% 12% 11% 9% Low Power 17% 14% < 2kW 90% 22% 19% 20% 27% 34% 32% 80% 43% 51% 49% 34% 59% 58% 35% 70% 60% 61% 39% 64% 39% Medium Power 2kW – 5kW 60% 48% 39% 51% 57% 50% 43% 44% 40% 49% 43% 39% 30% 58% 45% 54% High Power 47% 49% 20% 40% 41% 40% 40% >6kW 36% 39% 35% 30% 24% 27% 24% 10% 17% 13% 14% 2% 4% 0% Q116 Q216 Q316 Q416 Q117 Q217 Q317 Q417 Q118 Q218 Q318 Q418 Q119 Q219 Q319 Q419 Q120 Q220 Q320 - Percentages may not total to 100 due to rounding 6


 
Industrial – Welding | Expanded in Europe and Midwest Acquisition of OPI in Turin, Italy – Acquired privately-held OPI Photonics, based in the Italian industrial manufacturing sector – Strong team and technology for complementary optical beam- delivery accessories – Enhances competitiveness of our products in welding and establishes a local presence for European customers New Applications Center in Detroit, Michigan – Expanded footprint to the Detroit metro area, the epicenter of U.S. welding technology – nLIGHT facility includes an apps lab, demo center, and a sales and service depot for the Midwest – Reflects the growing opportunities we see in industrial markets, particularly for welding 7


 
Industrial – Additive Manufacturing | Programmable Fiber Lasers for AM AFX: the first fiber laser that can switch between a true single-mode beam and other beam profiles – Faster build rates – Better part quality – Lower tool cost These improved economics pave the way for metal additive series production 8


 
Financial Update


 
Q3 20 Financial Highlights • Q3 2020 Revenues of $61.7 million – Products revenues of $51.1 million – Development revenues of $10.6 million • Includes revenues from Nutronics of $9.2 million • Q3 2020 Gross Margin of 27.8% – Products gross margin of 32.2% – Development gross margin of 6.5% • Q3 2020 Net Loss of $2.1 million • Q3 2020 Adjusted EBITDA* of $6.2 million • Q3 2020 Operating Cash Flow of $7.7 million • Q3 2020 ending cash balance of $110 million * See Appendix for reconciliation to most directly comparable GAAP measure 10


 
Gross Margin Revenue and Gross Margin - Quarterly $ Millions; % of Revenue Revenue GM% $70 45% 40% $60 35.8% 34.7% 35.4% 33.8% 34.2% 32.8% 32.3% 33.0% 35% 30.8% 29.6% $50 29.3% 30.0% 27.8% 30% 23.3% 25.0% $40 23.9% 21.8% 25% 22.0% $30 14.6% 20% 15% $20 10% $10 5% $0 0% Q116 Q216 Q316 Q416 Q117 Q217 Q317 Q417 Q118 Q218 Q318 Q418 Q119 Q219 Q319 Q419 Q120 Q220 Q320 11


 
Operating Expense Operating Expenses* $ Millions; % of Revenue $16 40% $15.0 $15.0 SG&A 35% $14 $13.4 35% $12.9 $13.0 $12.9 R&D $12.5 $12.8 29% 30% $12 $11.4 $11.2 30% 31% $10.4 26% 24% 27% 24% $10 27% 25% 22% 22% 6.4 $8 7.8 6.2 20% 6.1 6.7 7.0 6.9 $6 7.2 15% 6.7 6.3 6.1 $4 8.6 10% 7.2 6.8 7.2 5.8 5.9 5.8 6.0 5.0 $2 4.3 4.7 5% $0 0% Q118 Q218 Q318 Q418 Q119 Q219 Q319 Q419 Q120 Q220 Q320 * Excluding Stock-based Compensation Expense* See Appendix for additional stock-based compensation information 12


 
Profitability Summary $ Millions, except per share data Q3 2020 Q3 2019 2019 2018 Net Income (Loss) (2.1) (0.8) (12.9) 13.9 Non-GAAP Net Income* 5.3 0.3 1.1 18.7 EPS (diluted) (0.05) (0.02) (0.35) 0.32 Non-GAAP EPS (diluted)* 0.12 0.01 0.03 0.49 Adjusted EBITDA (non-GAAP)* 6.2 2.7 9.9 30.2 Cash Flow from Operations 7.7 (0.7) (4.2) 3.3 Capital Expenditure (2.4) (2.8) (12.4) (10.6) * See Appendix for reconciliation to most directly comparable GAAP measure 13


 
Strong Balance Sheet and Working Capital Management Cash and Debt Position ($M) Accounts Receivable ($M) and Inventory ($M) and Days Sales Outstanding (DSO) Days of Inventory (DOI) $175 $168 $50 70 $70 140 128 126 128 61 61 121 115 $149 $45 59 116 $150 $142 $143 57 60 $60 105 120 $139 56 109 $40 $53 98 $49 $51 $125 $121 $117 $116 $35 47 50 $50 $46 100 $110 44 $46 $31 $42 $30 $41 $30 $29 $100 38 $27 $27 $27 40 $40 80 35 $36 $35 $25 $24 $23 $21 $75 30 $30 60 $20 $50 $15 20 $20 40 $10 $25 $16 $15 $15 10 $10 20 $5 $0 $0 $0 $0 $0 $0 $0 $0 0 Q318 Q119 Q319 Q120 Q320 $0 0 Q318 Q119 Q319 Q120 Q320 Q318 Q119 Q319 Q120 Q320 Cash Debt Accounts Receivable DSO Inventory DOI 14


 
Outlook | Q4 2020 • Q4 2020 Revenues of $59 million to $65 million; midpoint of $62 million – Laser Products: approximately $51 million at midpoint – Advanced Development: approximately $11 million at midpoint • Q4 2020 Gross Margin of 25% to 29% – Includes approximately $600,000 of stock-based compensation – Laser Products: 29% to 33% – Advanced Development: approximately 6.5% • Q4 2020 Operating Expense of approximately $21.5 million – Includes approximately $6.3 million of stock-based compensation and $700,000 of purchased intangibles amortization • Q4 2020 Adjusted EBITDA* of $3 million to $7 million • Q4 Revenues from Nutronics is expected to be approximately $10 million * We have not reconciled our outlook for Adjusted EBITDA because unrealized and realized foreign exchange gains and losses cannot be reasonably calculated 15 or predicted nor can the probable significance be determined at this time. Accordingly, a reconciliation is not available without unreasonable effort.


 
Revenue | Track Record of Success and Industry Leading Growth nLIGHT Revenue $ Millions $219 CAGR >20% $200 $191 $177 $150 $139 $101 $100 $87 $63 $50 $0 2014 2015 2016 2017 2018 2019 2020E Note: 2020E based on actual results for Q1-Q3 plus the mid-point of Q4 guidance. 16


 
Board of Directors | Camille Nichols has joined the nLIGHT Board • Adds relevant Aerospace & Defense experience that will help nLIGHT continue its growth and expansion in the A&D market • Camille had a distinguished career in the U.S. Army with over 20 years of experience in Department of Defense acquisition – Retired as a Major General – Visionary leader of complex global organizations with experience in contracting, operations, procurement, security and research – Managed organizations of 75,000 employees and $175 billion budget – Prior to retirement, served as director of the Sexual Assault Prevention and Response Office of the OSD – Completed operational assignments in South Korea, Southwest Asia and across the U.S. – Awarded Army Project Manager of the Year (2005), Distinguished Service Medal, Bronze Star Medal, and Humanitarian Service • Biographical Information – Enlisted in the U.S. Army directly out of high school to take advantage of the GI Bill – B.S. in Engineering from the United States Military Academy at West Point where she was part of the second class that admitted women – Competed at the 1984 Olympics as a member of the USA Handball team and is currently an Independent Director of USA Team Handball – Masters in Systems Management from the University of Southern California – Ph.D in Engineering Management from The George Washington University 17


 


 
Appendix


 
Key Revenue Metrics (unaudited, USD in thousands) FY 2016 Q117 Q217 Q317 Q417 FY 2017 Q118 Q218 Q318 Q418 FY 2018 Q119 Q219 Q319 Q419 FY 2019 Q120 Q220 Q320 Revenues by end market Industrial 34,674 11,268 13,828 15,208 16,318 56,622 19,146 25,251 20,890 17,476 82,762 18,124 20,920 18,977 18,647 76,669 15,990 22,630 21,880 Microfabrication 47,611 13,214 16,100 16,404 15,168 60,886 15,619 19,497 19,922 19,071 74,109 14,533 18,094 13,280 11,246 57,152 10,419 14,300 14,052 Aerospace and defense 19,040 5,406 4,735 4,935 5,997 21,072 7,703 6,957 10,213 9,615 34,488 9,204 9,034 11,556 13,003 42,798 16,806 15,208 25,800 Total revenues 101,325 29,887 34,664 36,546 37,483 138,580 42,467 51,705 51,025 46,162 191,359 41,861 48,048 43,814 42,896 176,619 43,215 52,138 61,732 Industrial as % of total 34% 38% 40% 42% 44% 41% 45% 49% 41% 38% 43% 43% 44% 43% 43% 43% 37% 43% 35% Microfabrication as % of total 47% 44% 46% 45% 40% 44% 37% 38% 39% 41% 39% 35% 38% 30% 26% 32% 24% 27% 23% Aerospace and defense as % of total 19% 18% 14% 14% 16% 15% 18% 13% 20% 21% 18% 22% 19% 26% 30% 24% 39% 29% 42% Revenues by geography North America 36,200 9,833 10,036 11,706 14,727 46,302 16,109 16,101 20,101 18,052 70,362 15,697 17,899 16,249 17,217 67,062 21,046 20,494 31,384 China 38,309 12,007 14,905 14,558 14,065 55,535 15,212 23,923 16,683 14,720 70,538 13,725 18,444 17,519 14,883 64,573 12,042 21,495 19,186 Rest of World 26,816 8,047 9,723 10,282 8,691 36,743 11,146 11,682 14,241 13,390 50,459 12,438 11,705 10,045 10,795 44,985 10,127 10,149 11,162 Total revenues 101,325 29,887 34,664 36,546 37,483 138,580 42,467 51,705 51,025 46,162 191,359 41,861 48,048 43,814 42,896 176,619 43,215 52,138 61,732 North America as % of total 36% 33% 29% 32% 39% 33% 38% 31% 39% 39% 37% 37% 37% 37% 40% 38% 49% 39% 51% China as % of total 38% 40% 43% 40% 38% 40% 36% 46% 33% 32% 37% 33% 38% 40% 35% 37% 28% 41% 31% Rest of World as % of total 26% 27% 28% 28% 23% 27% 26% 23% 28% 29% 26% 30% 24% 23% 25% 25% 23% 19% 18% Fiber laser revenue by power level High-power (>= 6kW) 0% 2% 4% 13% 14% 9% 17% 24% 30% 27% 24% 24% 35% 40% 47% 37% 49% 54% 66% Medium-power (2kW - 5kW) 39% 40% 45% 39% 43% 42% 49% 44% 43% 51% 47% 57% 48% 39% 39% 45% 39% 35% 28% Low-power (< 2kW) 61% 58% 51% 49% 43% 49% 34% 32% 27% 22% 29% 19% 17% 20% 14% 17% 12% 11% 7% - Percentages may not total to 100 due to rounding 20


 
GAAP to Non-GAAP Reconciliation (unaudited, in thousands, except per share data) FY 2016 Q117 Q217 Q317 Q417 FY 2017 Q118 Q218 Q318 Q418 FY 2018 Q119 Q219 Q319 Q419 FY 2019 Q120 Q220 Q320 Stock-based compensation included in following: Cost of revenues 9 6 15 16 46 22 62 183 189 456 209 267 340 385 1,201 345 339 505 Research and development 14 14 18 20 66 25 200 513 555 1,293 558 711 424 1,606 3,299 1,782 2,275 2,545 Sales, general, and administrative 50 55 76 76 257 115 544 1,207 1,190 3,056 1,142 1,403 315 2,370 5,230 1,636 3,423 3,633 Total stock-based compensation 308 73 75 109 112 369 162 806 1,903 1,934 4,805 1,909 2,381 1,079 4,361 9,730 3,763 6,037 6,683 Net income (loss) (14,202) (1,213) (287) 2,244 1,093 1,837 2,916 4,653 4,009 2,360 13,938 (1,235) (155) (778) (10,716) (12,884) (7,475) (6,830) (2,110) Income tax expense 1,882 1,156 1,084 1,236 1,382 4,858 1,149 848 839 764 3,600 1,753 793 837 2,736 6,119 905 418 (1,485) Other (income) expense 753 167 630 1,043 (6) 1,834 (76) 42 537 (250) 253 (820) 907 (90) (532) (535) 116 298 (477) Interest expense, net 2,229 502 469 76 222 1,269 219 6 (298) (655) (728) (750) (740) (665) (454) (2,609) (283) 65 96 Depreciation and amortization 8,099 1,950 1,959 1,890 2,123 7,922 1,946 2,172 2,194 1,976 8,288 2,212 2,269 2,313 2,770 9,564 3,161 3,268 3,504 Stock-based compensation 308 73 75 109 112 369 162 806 1,903 1,934 4,805 1,909 2,381 1,079 4,361 9,730 3,763 6,037 6,683 Acquisition and integration-related costs 0 0 0 0 0 0 0 0 0 0 0 0 0 0 470 470 50 0 0 Adjusted EBITDA (931) 2,635 3,930 6,598 4,926 18,089 6,316 8,527 9,184 6,129 30,156 3,069 5,455 2,696 (1,365) 9,855 237 3,256 6,211 Net income (loss) (1,213) (287) 2,244 1,093 1,837 2,916 4,653 4,009 2,360 13,938 (1,235) (155) (778) (10,716) (12,884) (7,475) (6,830) (2,110) Add back Stock-based compensation (1) 73 75 109 112 369 162 806 1,903 1,934 4,805 1,909 2,381 1,079 4,361 9,730 3,763 6,037 6,683 Valuation allowance on foreign deferred tax assets 0 0 0 0 0 0 0 0 0 0 0 0 0 3,423 3,423 0 0 0 Acquisition and integration-related costs 0 0 0 0 0 0 0 0 0 0 0 0 0 470 470 50 0 0 Amortization of purchased intangibles 0 0 0 0 0 0 0 0 0 0 0 0 0 328 328 656 656 696 Non-GAAP net income (1,140) (212) 2,353 1,205 2,206 3,078 5,459 5,912 4,294 18,743 674 2,226 301 (2,134) 1,067 (3,006) (137) 5,269 GAAP weighted average shares outstanding 2,600 2,626 2,751 2,954 2,735 3,031 24,491 35,007 36,441 24,862 36,694 37,065 37,262 37,463 37,119 37,846 38,177 38,558 Assumed conversion of convertible preferred stock to common stock 19,837 23,044 24,642 24,642 23,095 24,642 7,940 0 0 8,056 0 0 0 0 0 0 0 0 Participating securities 0 0 0 0 0 0 0 0 0 0 0 0 444 0 319 0 0 629 Non-GAAP weighted average number of shares, basic 22,437 25,670 27,393 27,596 25,830 27,673 32,431 35,007 36,441 32,918 36,694 37,065 37,706 37,463 37,438 37,846 38,177 39,187 Dilutive effect of common stock equivalents 0 0 3,115 4,285 3,294 4,492 5,265 5,325 4,798 5,097 4,585 4,391 4,016 0 4,360 0 0 4,290 Non-GAAP weighted average number of shares, diluted 22,437 25,670 30,508 31,881 29,124 32,165 37,696 40,332 41,239 38,015 41,279 41,456 41,722 37,463 41,798 37,846 38,177 43,477 Non-GAAP net income per share, basic (0.05) (0.01) 0.09 0.04 0.09 0.11 0.17 0.17 0.12 0.57 0.02 0.06 0.01 (0.06) 0.03 (0.08) 0.00 0.13 Non-GAAP net income per share, diluted (0.05) (0.01) 0.08 0.04 0.08 0.10 0.14 0.15 0.10 0.49 0.02 0.05 0.01 (0.06) 0.03 (0.08) 0.00 0.12 (1) There is no income tax effect related to the stock-based compensation adjustment due to the full valuation allowance in the U.S. 21


 
Reporting Segments Results for Quarter Ended September 30, 2020 $ Thousands Laser Products Advanced Development Revenue $51,117 $10,615 Gross Profit* $16,472 $688 Gross Margin 32.2% 6.5% Laser Products Advanced Development • Sales of our semiconductor lasers, fiber lasers, • Revenue earned from research and and optical fibers development contracts, predominantly with the • Includes all revenue from industrial and U.S. government microfabrication end markets • Includes revenue from Nutronics and our legacy • Includes majority of traditional aerospace and advanced technology work defense end market sales, including directed • Gross margin expected to be approximately 7% energy product / component sales over the near-term as revenue predominantly • Gross margin reflects traditional commercial cost-plus-fixed-fee contracts pricing arrangements and will vary with volumes and mix 22


 
COVID-19 Crisis Management Priorities 1 Protect health of our employees and support our community 2 Maintain operations and service to support our customers Implement new remote engagement processes for sales, supply chain, internal 3 management 23


 

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Exhibit 99.3

nLIGHT, Inc. Appoints Camille Nichols to Board of Directors

VANCOUVER, Wash., November 5, 2020 - nLIGHT, Inc. (Nasdaq: LASR) today announced the appointment of retired Army Major General Camille Nichols to its Board of Directors, with a term expiring at the company’s 2022 annual meeting of stockholders.

“Camille is a proven leader and brings a unique and important perspective to our Board as we continue to grow our aerospace and defense business,” said nLIGHT Board Chair and CEO Scott Keeney. “Both her military experience and ground-breaking personal achievements are truly impressive, and I’m thrilled to welcome Camille to the Board.”

“I am excited to join the nLIGHT Board and look forward to leveraging my military acquisition experiences and operational background to advance the company’s goals,” said Camille Nichols. “I thoroughly enjoy working on complex strategic issues and aim to help nLIGHT achieve its objectives across all end markets.”

Camille Nichols retired from the U.S. Army as a Major General following an extensive career that included key roles in Department of Defense acquisition and operations. In the Army, she managed significant organizations, operating budgets, and programs. Immediately prior to her retirement from the Army, Camille served as director of the Sexual Assault Prevention and Response Office within the Office of the Secretary of Defense and as the Deputy Commanding General of the Army’s Installation Management Command. She is currently the Executive Vice President, Project Services at Amentum, a global technical and engineering services firm, where she is responsible for contracts and procurement, ethics, information systems, security, and real estate. Prior to joining Amentum, Camille was Vice President of Business Operations of Fluor Corporation’s government group. She currently serves on the board of directors of Concurrent Technologies Corporation, a nonprofit, applied scientific research and development professional services organization. Camille began her career as an enlisted Soldier in the U.S. Army and later matriculated to the United States Military Academy at West Point, where she received a B.S. degree. She was a graduate of the second class of women at West Point. She also holds a master’s degree in systems management from the University of Southern California and a doctorate in engineering management from The George Washington University. Camille is also an independent director for USA Team Handball and was a member of the 1984 Olympic Women’s Team Handball Team.

About nLIGHT

nLIGHT, Inc is a leading provider of high-power semiconductor and fiber lasers for industrial, microfabrication, aerospace and defense applications. Our lasers are changing not only the way things are made but also the things that can be made. Headquartered in Vancouver, Washington, nLIGHT employs over 1,200 people with operations in the U.S., China, Finland, Korea and Italy. For more information, please visit www.nlight.net.


For more information contact:                    

Joseph Corso
VP, Corporate Development and Investor Relations
nLIGHT, Inc.
(360) 566-4460
[email protected]