|
Delaware
|
|
91-2066376
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
5408 NE 88th Street, Building E
Vancouver, Washington 98665
|
||
(Address of principal executive office, including zip code)
|
||
(360) 566-4460
|
||
(Registrant’s telephone number, including area code)
|
||
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
Title of Each Class
|
Trading Symbol
|
Name of Exchange on Which Registered
|
Common Stock, par value
$0.0001 per share
|
LASR
|
The Nasdaq Stock Market LLC
(The Nasdaq Global Select Market)
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
||
|
None
|
|
|
|
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
x
|
Smaller Reporting Company
|
o
|
Non-accelerated filer
|
o
|
|
|
|
Emerging Growth Company
|
x
|
|
TABLE OF CONTENTS
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Page
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•
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cease the manufacture, use or sale of the infringing products, processes or technology;
|
•
|
pay substantial damages for infringement;
|
•
|
expend significant resources to develop non-infringing products, processes or technology;
|
•
|
license technology from the party claiming infringement, which license may not be available on commercially reasonable terms, or at all;
|
•
|
cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or
|
•
|
pay substantial damages to our direct or indirect customers to cause our end users to discontinue their use of, or replace, infringing products with non-infringing products.
|
•
|
the increase, decrease, cancellation or rescheduling of significant customer orders;
|
•
|
declines in selling prices for our products;
|
•
|
government-mandated quarantines or closures applicable to our facilities or the facilities of our customers or suppliers;
|
•
|
delays in our product-shipment timing, obtaining licenses or other import/export approvals, customer or end-user sales or deployment cycles, or work performed under development contracts;
|
•
|
seasonality attributable to different purchasing patterns and levels of activity throughout the year in the areas where we operate;
|
•
|
the impact of the COVID-19 outbreak and other public health crises on our sales and operations;
|
•
|
the impact of new acquisitions and the success of our integration efforts;
|
•
|
the timing of revenue recognition based on the installation or acceptance of certain products shipped to our customers;
|
•
|
timing variability in product introductions, enhancements, services and technologies by us and our competitors and market acceptance of these new or enhanced products, services and technologies;
|
•
|
different capital expenditure and budget cycles for our customers, which affect the timing of their spending;
|
•
|
our ability to obtain export licenses for our products on a timely basis or at all;
|
•
|
changes in tariffs imposed by the U.S., China and other foreign governments;
|
•
|
the rate at which our present and future customers and end users adopt our technologies;
|
•
|
the gain or loss of a key customer;
|
•
|
product or customer mix;
|
•
|
competitive pricing pressures and new market entrants;
|
•
|
our ability to design, manufacture and introduce new products on a cost-effective and timely basis;
|
•
|
our ability to manage our inventory levels and any write-downs for excess or obsolete inventory;
|
•
|
our ability to collect outstanding accounts receivable balances;
|
•
|
changes in the amount and timing of our operating costs, including those related to the expansion of our business, operations and infrastructure;
|
•
|
impairment of values for goodwill, intangibles and other long-lived assets;
|
•
|
foreign currency fluctuations;
|
•
|
changes in jurisdictional income mix and tax rules and regulations in countries where we operate; and
|
•
|
economic and market conditions in a particular geography or country.
|
•
|
changing product specifications and customer requirements;
|
•
|
unanticipated engineering complexities;
|
•
|
expense reduction measures we have implemented, and others we may implement, to conserve our cash and attempt to sustain profitability;
|
•
|
difficulties in hiring and retaining necessary technical personnel;
|
•
|
difficulties in reallocating engineering resources and overcoming resource limitations; and
|
•
|
changing market or competitive product requirements.
|
•
|
merge or consolidate;
|
•
|
sell or transfer assets outside the ordinary course of business;
|
•
|
make certain types of investments and capital expenditures;
|
•
|
incur additional indebtedness or guarantee indebtedness of others;
|
•
|
pay dividends, redeem or repurchase our capital stock;
|
•
|
enter into transactions with affiliates outside the ordinary course of business; and
|
•
|
create liens on our assets.
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
changes in operating performance, stock market valuations and volatility in the market prices of other technology companies generally, or those in our industry in particular;
|
•
|
actual or anticipated quarterly variations in our results of operations or those of our competitors;
|
•
|
actual or anticipated changes in our growth rate relative to our competitors;
|
•
|
announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;
|
•
|
manufacturing or supply interruptions;
|
•
|
developments with respect to intellectual property rights;
|
•
|
our ability to develop and market new and enhanced products on a timely basis;
|
•
|
commencement of, or our involvement in, litigation;
|
•
|
major changes in our Board of Directors or management;
|
•
|
changes in governmental regulations or in the status of our regulatory approvals;
|
•
|
the trading volume of our stock;
|
•
|
any future sales or repurchases of our common stock or other securities;
|
•
|
failure of financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company or our failure to meet these estimates or the expectations of investors;
|
•
|
fluctuations in the values of companies perceived by investors to be comparable to us;
|
•
|
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; and
|
•
|
general economic conditions and slow or negative growth of related markets.
|
•
|
permit the Board of Directors to issue up to 5 million shares of preferred stock, with any rights, preferences and privileges as they may designate;
|
•
|
provide that the authorized number of directors may be changed only by resolution of the Board of Directors;
|
•
|
provide that all vacancies on our Board of Directors may only be filled by our Board of Directors and not by stockholders;
|
•
|
divide the Board of Directors into three classes;
|
•
|
provide that a director may only be removed from the Board of Directors by the stockholders for cause;
|
•
|
require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be taken by written consent;
|
•
|
provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner and meet specific requirements as to the form and content of a stockholder's notice;
|
•
|
prevent cumulative voting rights (therefore allowing the holders of a plurality of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);
|
•
|
provide that special meetings of our stockholders may be called only by the chairman of the board, our chief executive officer (or president, in the absence of a chief executive officer) or by the Board of Directors; and
|
•
|
provide that stockholders will be permitted to amend our amended and restated certificate of incorporation, and until December 31, 2020, our amended and restated bylaws only upon receiving at least two-thirds of the total votes entitled to be cast by holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class.
|
Location
|
Lease Expiration
|
Approximate Size
(sq. ft.)
|
Primary Functions
|
Vancouver, Washington
|
March 31, 2022 ‑
July 31, 2025
|
122,400
|
Corporate headquarters, manufacturing and distribution, service and repair, product design, research and development, sales, marketing and administration
|
Hillsboro, Oregon
|
January 31, 2023
|
30,200
|
Manufacturing, distribution and product design
|
Longmont, Colorado
|
October 31, 2021 -
July 31, 2022
|
21,700
|
Research and development
|
Lohja, Finland
|
April 1, 2022
|
31,800
|
Manufacturing and distribution, product design, research and development and administration
|
Shanghai, China
|
April 16, 2019 ‑
January 31, 2021
|
82,800
|
Manufacturing and distribution, service and repair, product design, research and development, sales and administration
|
Seoul, South Korea
|
September 30, 2020 -December 31, 2020
|
2,120
|
Sales, service and repair
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Consolidated Statement of Operations Data:
|
|
||||||||||
Revenues
|
$
|
176,619
|
|
|
$
|
191,359
|
|
|
$
|
138,580
|
|
Cost of revenues(1)
|
124,280
|
|
|
124,398
|
|
|
94,306
|
|
|||
Gross profit
|
52,339
|
|
|
66,961
|
|
|
44,274
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development(1)
|
28,137
|
|
|
21,054
|
|
|
15,123
|
|
|||
Sales, general, and administrative(1)
|
34,111
|
|
|
28,844
|
|
|
19,353
|
|
|||
Total operating expenses
|
62,248
|
|
|
49,898
|
|
|
34,476
|
|
|||
Income (loss) from operations
|
(9,909
|
)
|
|
17,063
|
|
|
9,798
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income (expense), net
|
2,609
|
|
|
728
|
|
|
(1,269
|
)
|
|||
Other expense
|
535
|
|
|
(253
|
)
|
|
(1,834
|
)
|
|||
Income (loss) before income taxes
|
(6,765
|
)
|
|
17,538
|
|
|
6,695
|
|
|||
Income tax expense
|
6,119
|
|
|
3,600
|
|
|
4,858
|
|
|||
Net income (loss)
|
$
|
(12,884
|
)
|
|
$
|
13,938
|
|
|
$
|
1,837
|
|
Less: Income allocated to preferred stockholders
|
—
|
|
|
$
|
(4,415
|
)
|
|
(1,837
|
)
|
||
Net income (loss) attributable to common stockholders
|
$
|
(12,884
|
)
|
|
$
|
9,523
|
|
|
$
|
—
|
|
Net income (loss) per share, basic
|
$
|
(0.35
|
)
|
|
$
|
0.38
|
|
|
$
|
0.00
|
|
Net income (loss) per share, diluted
|
$
|
(0.35
|
)
|
|
$
|
0.32
|
|
|
$
|
0.00
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Shares used in basic per share calculations
|
37,119
|
|
|
24,862
|
|
|
2,735
|
|
|||
Shares used in diluted per share calculations
|
37,119
|
|
|
29,959
|
|
|
2,735
|
|
|
Year Ended December 31,
|
||||||||||
(1) Stock-based compensation expense by statement of operations line items
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of revenues
|
$
|
1,201
|
|
|
$
|
456
|
|
|
$
|
46
|
|
Research and development
|
3,299
|
|
|
1,293
|
|
|
66
|
|
|||
Sales, general and administrative
|
5,230
|
|
|
3,056
|
|
|
257
|
|
|||
|
$
|
9,730
|
|
|
$
|
4,805
|
|
|
$
|
369
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Select Consolidated Balance Sheet Data:
|
|
||||||||||
Cash and cash equivalents
|
$
|
117,252
|
|
|
$
|
149,478
|
|
|
$
|
36,687
|
|
Working capital
|
173,558
|
|
|
195,034
|
|
|
55,689
|
|
|||
Total assets
|
249,966
|
|
|
250,130
|
|
|
110,148
|
|
|||
Total debt, including current portion(2)
|
51
|
|
|
109
|
|
|
17,471
|
|
|||
Accumulated deficit
|
(117,454
|
)
|
|
(104,731
|
)
|
|
(118,669
|
)
|
|||
Total stockholders' equity
|
216,608
|
|
|
217,783
|
|
|
61,283
|
|
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
||
Cost of revenues
|
|
70.4
|
|
|
65.0
|
|
|
68.1
|
|
||
|
Gross profit
|
|
29.6
|
|
|
35.0
|
|
|
31.9
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|||||
|
Research and development
|
|
15.9
|
|
|
11.0
|
|
|
10.9
|
|
|
|
Sales, general and administrative
|
|
19.3
|
|
|
15.1
|
|
|
14.0
|
|
|
|
|
Total operating expenses
|
|
35.2
|
|
|
26.1
|
|
|
24.9
|
|
|
|
Income (loss) from operations
|
|
(5.6
|
)
|
|
8.9
|
|
|
7.1
|
|
Other income (expense):
|
|
|
|
|
|
|
|||||
|
Interest income (expense), net
|
|
1.5
|
|
|
0.4
|
|
|
(0.9
|
)
|
|
|
Other income (expense), net
|
|
0.3
|
|
|
(0.1
|
)
|
|
(1.3
|
)
|
|
|
|
Income (loss) before income taxes
|
|
(3.8
|
)
|
|
9.2
|
|
|
4.8
|
|
Income tax expense
|
|
3.5
|
|
|
1.9
|
|
|
3.5
|
|
||
|
|
Net income (loss)
|
|
(7.3
|
)%
|
|
7.3
|
%
|
|
1.3
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||||||
|
2019
|
% of Revenue
|
|
2018
|
% of Revenue
|
|
Amount
|
|
%
|
|||||||||
Laser Products
|
$
|
174,059
|
|
98.6
|
%
|
|
$
|
191,359
|
|
100.0
|
%
|
|
$
|
(17,300
|
)
|
|
(9.0
|
)%
|
Advanced Development
|
2,560
|
|
1.4
|
|
|
—
|
|
—
|
|
|
2,560
|
|
|
NM
|
|
|||
|
$
|
176,619
|
|
100.0
|
%
|
|
$
|
191,359
|
|
100.0
|
%
|
|
$
|
(14,740
|
)
|
|
(7.7
|
)%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||||||
|
2019
|
% of Revenue
|
|
2018
|
% of Revenue
|
|
Amount
|
|
%
|
|||||||||
Industrial
|
$
|
76,668
|
|
43.4
|
%
|
|
$
|
82,763
|
|
43.4
|
%
|
|
$
|
(6,095
|
)
|
|
(7.4
|
)%
|
Microfabrication
|
57,153
|
|
32.4
|
|
|
74,108
|
|
38.7
|
|
|
(16,955
|
)
|
|
(22.9
|
)
|
|||
Aerospace and Defense
|
42,798
|
|
24.2
|
|
|
34,488
|
|
18.0
|
|
|
8,310
|
|
|
24.1
|
|
|||
|
$
|
176,619
|
|
100.0
|
%
|
|
$
|
191,359
|
|
100.0
|
%
|
|
$
|
(14,740
|
)
|
|
(7.7
|
)%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||||||
|
2018
|
% of Revenue
|
|
2017
|
% of Revenue
|
|
Amount
|
|
%
|
|||||||||
Industrial
|
$
|
82,763
|
|
43.3
|
%
|
|
$
|
56,622
|
|
40.9
|
%
|
|
$
|
26,141
|
|
|
46.2
|
%
|
Microfabrication
|
74,108
|
|
38.7
|
|
|
60,886
|
|
43.9
|
|
|
13,222
|
|
|
21.7
|
|
|||
Aerospace and Defense
|
34,488
|
|
18.0
|
|
|
21,072
|
|
15.2
|
|
|
13,416
|
|
|
63.7
|
|
|||
|
$
|
191,359
|
|
100.0
|
%
|
|
$
|
138,580
|
|
100.0
|
%
|
|
$
|
52,779
|
|
|
38.1
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||||||
|
2019
|
% of Revenue
|
|
2018
|
% of Revenue
|
|
Amount
|
|
%
|
|||||||||
North America
|
$
|
67,511
|
|
38.2
|
%
|
|
$
|
70,694
|
|
36.9
|
%
|
|
$
|
(3,183
|
)
|
|
(4.5
|
)%
|
China
|
64,134
|
|
36.3
|
|
|
70,196
|
|
36.7
|
|
|
(6,062
|
)
|
|
(8.6
|
)
|
|||
Rest of World
|
44,974
|
|
25.5
|
|
|
50,469
|
|
26.4
|
|
|
(5,495
|
)
|
|
(10.9
|
)
|
|||
|
$
|
176,619
|
|
100.0
|
%
|
|
$
|
191,359
|
|
100.0
|
%
|
|
$
|
(14,740
|
)
|
|
(7.7
|
)%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||||||
|
2018
|
% of Revenue
|
|
2017
|
% of Revenue
|
|
Amount
|
|
%
|
|||||||||
North America
|
$
|
70,694
|
|
36.9
|
%
|
|
$
|
46,489
|
|
33.5
|
%
|
|
$
|
24,205
|
|
|
52.1
|
%
|
China
|
70,196
|
|
36.7
|
|
|
55,344
|
|
39.9
|
|
|
14,852
|
|
|
26.8
|
|
|||
Rest of World
|
50,469
|
|
26.4
|
|
|
36,747
|
|
26.5
|
|
|
13,722
|
|
|
37.3
|
|
|||
|
$
|
191,359
|
|
100.0
|
%
|
|
$
|
138,580
|
|
100.0
|
%
|
|
$
|
52,779
|
|
|
38.1
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||||||||||||||
|
Laser Products
|
|
Advanced Development
|
|
Corporate and Other
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||||||||
Gross profit
|
$
|
53,247
|
|
|
$
|
293
|
|
|
$
|
(1,201
|
)
|
|
$
|
52,339
|
|
|
$
|
66,961
|
|
|
$
|
(14,622
|
)
|
|
(21.8
|
)%
|
Gross margin
|
30.6
|
%
|
|
11.4
|
%
|
|
NM
|
|
|
29.6
|
%
|
|
35.0
|
%
|
|
—
|
|
|
(5.4
|
)%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
Gross profit
|
$
|
66,961
|
|
|
$
|
44,274
|
|
|
$
|
22,687
|
|
|
51.2
|
%
|
Gross margin
|
35.0
|
%
|
|
31.9
|
%
|
|
—
|
|
|
3.1
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
Research and development
|
$
|
28,137
|
|
|
$
|
21,054
|
|
|
$
|
7,083
|
|
|
33.6
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
Research and development
|
$
|
21,054
|
|
|
$
|
15,123
|
|
|
$
|
5,931
|
|
|
39.2
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
Sales, general, and administrative
|
$
|
34,111
|
|
|
$
|
28,844
|
|
|
$
|
5,267
|
|
|
18.3
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
Sales, general, and administrative
|
$
|
28,844
|
|
|
$
|
19,353
|
|
|
$
|
9,491
|
|
|
49.0
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
Interest income (expense), net
|
$
|
2,609
|
|
|
$
|
728
|
|
|
$
|
1,881
|
|
|
258.4
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Interest income (expense), net
|
$
|
728
|
|
|
$
|
(1,269
|
)
|
|
$
|
1,997
|
|
|
(157.4
|
)%
|
|
Year Ended December 31,
|
|
Change
|
||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||||
Other income (expense), net
|
$
|
535
|
|
|
$
|
(253
|
)
|
|
$
|
788
|
|
|
NM
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Other income (expense), net
|
$
|
(253
|
)
|
|
$
|
(1,834
|
)
|
|
$
|
1,581
|
|
|
(86.2
|
)%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
Income tax expense
|
$
|
6,119
|
|
|
$
|
3,600
|
|
|
$
|
2,519
|
|
|
70.0
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
Income tax expense
|
$
|
3,600
|
|
|
$
|
4,858
|
|
|
$
|
(1,258
|
)
|
|
(25.9
|
)%
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by (used in) operating activities
|
$
|
(4,241
|
)
|
|
$
|
3,335
|
|
|
$
|
3,411
|
|
Net cash used in investing activities
|
(30,404
|
)
|
|
(11,679
|
)
|
|
(5,477
|
)
|
|||
Net cash provided by financing activities
|
2,452
|
|
|
121,301
|
|
|
24,419
|
|
|||
Effect of exchange rate changes on cash
|
(33
|
)
|
|
(166
|
)
|
|
834
|
|
|||
Net increase (decrease) in cash
|
$
|
(32,226
|
)
|
|
$
|
112,791
|
|
|
$
|
23,187
|
|
|
Payments Due by Year
|
||||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating lease obligations
|
$
|
3,060
|
|
|
$
|
2,358
|
|
|
$
|
1,334
|
|
|
$
|
701
|
|
|
$
|
635
|
|
|
$
|
172
|
|
|
$
|
8,260
|
|
Royalty obligations
|
152
|
|
|
170
|
|
|
170
|
|
|
170
|
|
|
170
|
|
|
85
|
|
|
917
|
|
|||||||
Purchase commitments
|
25,110
|
|
|
1,495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,605
|
|
|||||||
Total
|
$
|
28,322
|
|
|
$
|
4,023
|
|
|
$
|
1,504
|
|
|
$
|
871
|
|
|
$
|
805
|
|
|
$
|
257
|
|
|
$
|
35,782
|
|
•
|
revenue recognition
|
•
|
inventory; and
|
•
|
income taxes
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
Consolidated Statements of Stockholders' Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
/s/ KPMG LLP
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
117,252
|
|
|
$
|
149,478
|
|
Accounts receivable, net of allowances of $269 and $303
|
27,126
|
|
|
26,528
|
|
||
Inventory
|
46,131
|
|
|
35,329
|
|
||
Prepaid expenses and other current assets
|
8,084
|
|
|
7,286
|
|
||
Total current assets
|
198,593
|
|
|
218,621
|
|
||
Property and equipment, net of accumulated depreciation of $58,633 and $53,812
|
27,747
|
|
|
21,462
|
|
||
Intangible assets, net of accumulated amortization of $3,150 and $2,049
|
10,006
|
|
|
2,686
|
|
||
Goodwill
|
9,872
|
|
|
1,387
|
|
||
Other assets, net
|
3,748
|
|
|
5,974
|
|
||
Total assets
|
$
|
249,966
|
|
|
$
|
250,130
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
12,700
|
|
|
$
|
12,068
|
|
Accrued liabilities
|
11,605
|
|
|
10,708
|
|
||
Deferred revenues
|
679
|
|
|
720
|
|
||
Current portion of long-term debt
|
51
|
|
|
91
|
|
||
Total current liabilities
|
25,035
|
|
|
23,587
|
|
||
Non-current income taxes payable
|
6,429
|
|
|
6,472
|
|
||
Long-term debt
|
—
|
|
|
18
|
|
||
Other long-term liabilities
|
1,894
|
|
|
2,270
|
|
||
Total liabilities
|
33,358
|
|
|
32,347
|
|
||
Stockholders' equity:
|
|
|
|
||||
Preferred stock - $0.0001 par value; 5,000 shares authorized, zero shares issued and outstanding at December 31, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Common stock - $0.0001 par value; 190,000 shares authorized, 38,084 shares issued and outstanding at December 31, 2019 and 36,705 shares issued and outstanding at December 31, 2018
|
15
|
|
|
15
|
|
||
Additional paid-in capital
|
336,732
|
|
|
324,656
|
|
||
Accumulated other comprehensive loss
|
(2,685
|
)
|
|
(2,157
|
)
|
||
Accumulated deficit
|
(117,454
|
)
|
|
(104,731
|
)
|
||
Total stockholders’ equity
|
216,608
|
|
|
217,783
|
|
||
Total liabilities and stockholders’ equity
|
$
|
249,966
|
|
|
$
|
250,130
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
$
|
176,619
|
|
|
$
|
191,359
|
|
|
$
|
138,580
|
|
Cost of revenues
|
|
124,280
|
|
|
124,398
|
|
|
94,306
|
|
|||
Gross profit
|
|
52,339
|
|
|
66,961
|
|
|
44,274
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
28,137
|
|
|
21,054
|
|
|
15,123
|
|
|||
Sales, general, and administrative
|
|
34,111
|
|
|
28,844
|
|
|
19,353
|
|
|||
Total operating expenses
|
|
62,248
|
|
|
49,898
|
|
|
34,476
|
|
|||
Income (loss) from operations
|
|
(9,909
|
)
|
|
17,063
|
|
|
9,798
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest income (expense), net
|
|
2,609
|
|
|
728
|
|
|
(1,269
|
)
|
|||
Other income (expense), net
|
|
535
|
|
|
(253
|
)
|
|
(1,834
|
)
|
|||
Income (loss) before income taxes
|
|
(6,765
|
)
|
|
17,538
|
|
|
6,695
|
|
|||
Income tax expense
|
|
6,119
|
|
|
3,600
|
|
|
4,858
|
|
|||
Net income (loss)
|
|
$
|
(12,884
|
)
|
|
$
|
13,938
|
|
|
$
|
1,837
|
|
Less: Income allocated to participating securities
|
|
—
|
|
|
(4,415
|
)
|
|
(1,837
|
)
|
|||
Net income (loss) attributable to common stockholders
|
|
$
|
(12,884
|
)
|
|
$
|
9,523
|
|
|
$
|
—
|
|
Net income (loss) per share, basic
|
|
$
|
(0.35
|
)
|
|
$
|
0.38
|
|
|
$
|
0.00
|
|
Net income (loss) per share, diluted
|
|
$
|
(0.35
|
)
|
|
$
|
0.32
|
|
|
$
|
0.00
|
|
Shares used in per share calculations:
|
|
|
|
|
|
|
||||||
Basic
|
|
37,119
|
|
|
24,862
|
|
|
2,735
|
|
|||
Diluted
|
|
37,119
|
|
|
29,959
|
|
|
2,735
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
|
$
|
(12,884
|
)
|
|
$
|
13,938
|
|
|
$
|
1,837
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax
|
|
(528
|
)
|
|
(1,438
|
)
|
|
2,290
|
|
|||
Comprehensive income (loss)
|
|
$
|
(13,412
|
)
|
|
$
|
12,500
|
|
|
$
|
4,127
|
|
|
Convertible preferred stock
|
|
Preferred stock
|
|
Common stock
|
|
Additional paid-in capital
|
|
Accumulated other comprehensive income (loss)
|
|
Accumulated deficit
|
|
Total stockholders' equity
|
||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||||||
Balance, December 31, 2016
|
19,837
|
|
|
$
|
10
|
|
|
—
|
|
|
$
|
—
|
|
|
2,539
|
|
|
$
|
1
|
|
|
$
|
153,195
|
|
|
$
|
(3,009
|
)
|
|
$
|
(120,506
|
)
|
|
$
|
29,691
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,837
|
|
|
1,837
|
|
||||||||
Issuance of Series G convertible preferred stock
|
4,805
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,479
|
|
|
—
|
|
|
—
|
|
|
27,481
|
|
||||||||
Other financing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(721
|
)
|
|
—
|
|
|
—
|
|
|
(721
|
)
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
440
|
|
|
1
|
|
|
335
|
|
|
—
|
|
|
—
|
|
|
336
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
369
|
|
|
—
|
|
|
—
|
|
|
369
|
|
||||||||
Cumulative translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,290
|
|
|
—
|
|
|
2,290
|
|
||||||||
Balance, December 31, 2017
|
24,642
|
|
|
$
|
12
|
|
|
—
|
|
|
$
|
—
|
|
|
2,979
|
|
|
$
|
2
|
|
|
$
|
180,657
|
|
|
$
|
(719
|
)
|
|
$
|
(118,669
|
)
|
|
$
|
61,283
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,938
|
|
|
13,938
|
|
||||||||
Conversion of convertible preferred stock to common stock
|
(24,642
|
)
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
24,642
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock pursuant to initial public offering
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,900
|
|
|
1
|
|
|
100,947
|
|
|
—
|
|
|
—
|
|
|
100,948
|
|
||||||||
Issuance of common stock pursuant to follow-on offering
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,520
|
|
|
—
|
|
|
37,885
|
|
|
—
|
|
—
|
|
—
|
|
|
37,885
|
|
|||||||
Issuance of common stock pursuant to exercise of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
387
|
|
|
—
|
|
|
362
|
|
|
—
|
|
|
—
|
|
|
362
|
|
||||||||
Issuance and conversion of restricted stock awards and units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,805
|
|
|
—
|
|
|
—
|
|
|
4,805
|
|
||||||||
Cumulative translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,438
|
)
|
|
—
|
|
|
(1,438
|
)
|
||||||||
Balance, December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
36,705
|
|
|
$
|
15
|
|
|
$
|
324,656
|
|
|
$
|
(2,157
|
)
|
|
$
|
(104,731
|
)
|
|
$
|
217,783
|
|
|
Cumulative effect adjustment due to adoption of ASU 2018-07
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
—
|
|
|
161
|
|
|
—
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,884
|
)
|
|
(12,884
|
)
|
||||||||
Issuance of common stock pursuant to exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
868
|
|
|
—
|
|
|
1,560
|
|
|
—
|
|
|
—
|
|
|
1,560
|
|
||||||||
Issuance of common stock pursuant to vesting of restricted stock awards and units, net of stock withheld for tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|
—
|
|
|
(524
|
)
|
|
—
|
|
|
—
|
|
|
(524
|
)
|
||||||||
Issuance of common stock under the Employee Stock Purchase Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
1,471
|
|
|
—
|
|
|
—
|
|
|
1,471
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,730
|
|
|
—
|
|
|
—
|
|
|
9,730
|
|
||||||||
Cumulative translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(528
|
)
|
|
—
|
|
|
(528
|
)
|
||||||||
Balance, December 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
38,084
|
|
|
$
|
15
|
|
|
$
|
336,732
|
|
|
$
|
(2,685
|
)
|
|
$
|
(117,454
|
)
|
|
$
|
216,608
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(12,884
|
)
|
|
$
|
13,938
|
|
|
$
|
1,837
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
6,583
|
|
|
5,867
|
|
|
5,352
|
|
|||
Amortization
|
2,981
|
|
|
2,421
|
|
|
2,570
|
|
|||
Provision for losses on accounts receivable
|
83
|
|
|
22
|
|
|
232
|
|
|||
Stock-based compensation
|
9,730
|
|
|
4,805
|
|
|
369
|
|
|||
Deferred income taxes
|
3,041
|
|
|
(1,307
|
)
|
|
(424
|
)
|
|||
Loss (gain) on disposal of assets
|
(483
|
)
|
|
12
|
|
|
9
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
12
|
|
|
911
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(395
|
)
|
|
(13,734
|
)
|
|
(3,523
|
)
|
|||
Inventory
|
(10,670
|
)
|
|
(6,145
|
)
|
|
(9,875
|
)
|
|||
Prepaid expenses and other current assets
|
(111
|
)
|
|
(2,483
|
)
|
|
(639
|
)
|
|||
Other assets
|
(2,669
|
)
|
|
(2,262
|
)
|
|
(1,148
|
)
|
|||
Accounts payable
|
844
|
|
|
172
|
|
|
2,491
|
|
|||
Accrued and other long-term liabilities
|
92
|
|
|
(310
|
)
|
|
3,160
|
|
|||
Deferred revenues
|
(178
|
)
|
|
(215
|
)
|
|
731
|
|
|||
Non-current income taxes payable
|
(205
|
)
|
|
2,542
|
|
|
1,358
|
|
|||
Net cash provided by (used in) operating activities
|
(4,241
|
)
|
|
3,335
|
|
|
3,411
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of business, net of cash acquired
|
(17,400
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of property, equipment and patents
|
(13,632
|
)
|
|
(11,714
|
)
|
|
(5,483
|
)
|
|||
Proceeds from sale of assets
|
628
|
|
|
35
|
|
|
6
|
|
|||
Net cash used in investing activities
|
(30,404
|
)
|
|
(11,679
|
)
|
|
(5,477
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Principal payments on debt and capital leases
|
(55
|
)
|
|
(33,417
|
)
|
|
(15,318
|
)
|
|||
Net proceeds from debt financing
|
—
|
|
|
16,053
|
|
|
12,499
|
|
|||
Cash paid on debt extinguishment
|
—
|
|
|
—
|
|
|
(388
|
)
|
|||
Proceeds from public offerings, net of offering costs
|
—
|
|
|
138,303
|
|
|
—
|
|
|||
Proceeds from issuance of convertible preferred stock
|
—
|
|
|
—
|
|
|
27,481
|
|
|||
Proceeds from employee stock plan purchases
|
1,471
|
|
|
—
|
|
|
—
|
|
|||
Payments of other financing costs
|
—
|
|
|
—
|
|
|
(191
|
)
|
|||
Proceeds from stock option exercises
|
1,560
|
|
|
362
|
|
|
336
|
|
|||
Tax payments related to stock award issuances
|
(524
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
2,452
|
|
|
121,301
|
|
|
24,419
|
|
|||
Effect of exchange rate changes on cash
|
(33
|
)
|
|
(166
|
)
|
|
834
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(32,226
|
)
|
|
112,791
|
|
|
23,187
|
|
|||
Cash and cash equivalents, beginning of period
|
149,478
|
|
|
36,687
|
|
|
13,500
|
|
|||
Cash and cash equivalents, end of period
|
$
|
117,252
|
|
|
$
|
149,478
|
|
|
$
|
36,687
|
|
Supplemental disclosures:
|
|
|
|
|
|
||||||
Cash paid (received) for interest
|
$
|
(2,802
|
)
|
|
$
|
941
|
|
|
$
|
1,437
|
|
Cash paid for income taxes
|
2,335
|
|
|
3,665
|
|
|
3,493
|
|
|||
Accrued purchases of property, equipment and patents
|
828
|
|
|
577
|
|
|
969
|
|
|||
Accrued deferred offering costs
|
—
|
|
|
—
|
|
|
530
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Realized foreign currency loss
|
|
$
|
575
|
|
|
$
|
734
|
|
|
$
|
889
|
|
Unrealized foreign currency (gain) loss
|
|
(381
|
)
|
|
124
|
|
|
36
|
|
|
|
Valuation at
|
||
|
|
November 14, 2019
|
||
Cash
|
$
|
33
|
|
|
Accounts receivable
|
635
|
|
||
Contract assets
|
456
|
|
||
Inventory
|
255
|
|
||
Other current assets
|
201
|
|
||
Property, plant and equipment
|
1,019
|
|
||
Security deposits
|
46
|
|
||
|
Tangible assets acquired
|
2,645
|
|
|
|
|
|
||
Accounts payable
|
(278
|
)
|
||
Other liabilities
|
(477
|
)
|
||
Deferred revenue
|
(141
|
)
|
||
|
Liabilities assumed
|
(896
|
)
|
|
|
Total tangible assets acquired and liabilities assumed
|
1,749
|
|
|
Intangible assets
|
7,200
|
|
||
Goodwill
|
8,484
|
|
||
|
Net assets acquired
|
$
|
17,433
|
|
|
Amount
|
|
Weighted-Average Useful Life (in years)
|
||
Development programs
|
$
|
7,200
|
|
|
3.1
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Industrial
|
|
$
|
76,668
|
|
|
$
|
82,763
|
|
|
$
|
56,622
|
|
Microfabrication
|
|
57,153
|
|
|
74,108
|
|
|
60,886
|
|
|||
Aerospace and Defense
|
|
42,798
|
|
|
34,488
|
|
|
21,072
|
|
|||
|
|
$
|
176,619
|
|
|
$
|
191,359
|
|
|
$
|
138,580
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
North America
|
|
$
|
67,511
|
|
|
$
|
70,694
|
|
|
$
|
46,489
|
|
China
|
|
64,134
|
|
|
70,196
|
|
|
55,344
|
|
|||
Rest of World
|
|
44,974
|
|
|
50,469
|
|
|
36,747
|
|
|||
|
|
$
|
176,619
|
|
|
$
|
191,359
|
|
|
$
|
138,580
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Point in time
|
|
$
|
168,699
|
|
|
$
|
185,989
|
|
|
$
|
137,528
|
|
Over time
|
|
7,920
|
|
|
5,370
|
|
|
1,052
|
|
|||
|
|
$
|
176,619
|
|
|
$
|
191,359
|
|
|
$
|
138,580
|
|
|
Balance Sheet
|
|
As of December 31,
|
||||||
|
Classification
|
|
2019
|
|
2018
|
||||
Contract assets
|
Prepaid expenses and other current assets
|
|
$
|
2,449
|
|
|
$
|
331
|
|
Contract liabilities
|
Deferred revenue
|
|
881
|
|
|
1,240
|
|
|
2019
|
|
2018
|
||||
Allowance for doubtful accounts, beginning
|
$
|
303
|
|
|
$
|
438
|
|
Provision for losses on accounts receivable
|
83
|
|
|
22
|
|
||
Write-offs and recoveries
|
(117
|
)
|
|
(157
|
)
|
||
Allowance for doubtful accounts, ending
|
$
|
269
|
|
|
$
|
303
|
|
|
|
Year Ended December 31,
|
||||
|
|
2019
|
|
2018
|
|
2017
|
Quick Laser Technology Co., Ltd.
|
|
11%
|
|
13%
|
|
14%
|
Raytheon Company
|
|
13%
|
|
*
|
|
*
|
•
|
Level 1 Inputs: Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.
|
•
|
Level 2 Inputs: Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 Inputs: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
December 31, 2019
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Money market securities
|
$
|
94,260
|
|
$
|
—
|
|
$
|
—
|
|
$
|
94,260
|
|
Commercial paper
|
2,401
|
|
—
|
|
—
|
|
2,401
|
|
||||
Total
|
$
|
96,661
|
|
$
|
—
|
|
$
|
—
|
|
$
|
96,661
|
|
|
December 31, 2018
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Money market securities
|
$
|
123,121
|
|
$
|
—
|
|
$
|
—
|
|
$
|
123,121
|
|
Commercial paper
|
299
|
|
—
|
|
—
|
|
299
|
|
||||
Total
|
$
|
123,420
|
|
$
|
—
|
|
$
|
—
|
|
$
|
123,420
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Contract assets
|
$
|
2,443
|
|
|
$
|
—
|
|
Prepaid tax and duties
|
3,090
|
|
|
2,777
|
|
||
Prepaid expenses
|
1,688
|
|
|
1,654
|
|
||
Value-added tax receivable, net
|
468
|
|
|
1,489
|
|
||
Vendor prepayments
|
164
|
|
|
1,263
|
|
||
Other
|
231
|
|
|
103
|
|
||
|
$
|
8,084
|
|
|
$
|
7,286
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Raw materials
|
$
|
16,643
|
|
|
$
|
14,174
|
|
Work in process and semi-finished goods
|
17,723
|
|
|
12,807
|
|
||
Finished goods
|
11,765
|
|
|
8,348
|
|
||
|
$
|
46,131
|
|
|
$
|
35,329
|
|
|
|
|
As of December 31,
|
||||||
|
Useful life (years)
|
|
2019
|
|
2018
|
||||
Computer hardware and software
|
3-5
|
|
$
|
4,764
|
|
|
$
|
4,143
|
|
Manufacturing and lab equipment
|
2-7
|
|
59,395
|
|
|
50,797
|
|
||
Office equipment and furniture
|
5-7
|
|
1,462
|
|
|
1,127
|
|
||
Leasehold improvements
|
2-12
|
|
20,759
|
|
|
19,207
|
|
||
|
|
|
86,380
|
|
|
75,274
|
|
||
Accumulated depreciation
|
|
|
(58,633
|
)
|
|
(53,812
|
)
|
||
|
|
|
$
|
27,747
|
|
|
$
|
21,462
|
|
|
|
|
|
|
As of December 31,
|
||||||
|
Estimated useful life
(in years)
|
|
2019
|
|
2018
|
||||||
Patents
|
5
|
|
$
|
5,956
|
|
|
$
|
4,735
|
|
||
Development programs
|
2
|
-
|
4
|
|
7,200
|
|
|
—
|
|
||
|
|
|
|
|
13,156
|
|
|
4,735
|
|
||
Accumulated amortization
|
|
|
|
|
(3,150
|
)
|
|
(2,049
|
)
|
||
|
|
|
|
|
$
|
10,006
|
|
|
$
|
2,686
|
|
2020
|
$
|
3,568
|
|
2021
|
3,241
|
|
|
2022
|
1,683
|
|
|
2023
|
1,280
|
|
|
2024
|
234
|
|
|
|
$
|
10,006
|
|
|
Laser Products
|
|
Advanced Development
|
|
Totals
|
||||||
Balance, December 31, 2018
|
$
|
1,387
|
|
|
$
|
—
|
|
|
$
|
1,387
|
|
Business acquisition
|
—
|
|
|
8,484
|
|
|
8,484
|
|
|||
Balance, December 31, 2019
|
$
|
1,387
|
|
|
$
|
8,484
|
|
|
$
|
9,872
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Demonstration assets, net
|
$
|
1,824
|
|
|
$
|
1,982
|
|
Deferred tax assets, net
|
72
|
|
|
3,114
|
|
||
Other
|
1,852
|
|
|
878
|
|
||
|
$
|
3,748
|
|
|
$
|
5,974
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Accrued payroll and benefits
|
$
|
8,208
|
|
|
$
|
6,474
|
|
Product warranty, current
|
1,683
|
|
|
2,669
|
|
||
Income tax payable
|
155
|
|
|
258
|
|
||
Other accrued expenses
|
1,559
|
|
|
1,307
|
|
||
|
$
|
11,605
|
|
|
$
|
10,708
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Product warranty liability, beginning
|
$
|
4,555
|
|
|
$
|
4,186
|
|
Warranty charges incurred, net
|
(2,382
|
)
|
|
(3,152
|
)
|
||
Provision for warranty charges, net of adjustments
|
811
|
|
|
3,521
|
|
||
Product warranty liability, ending
|
$
|
2,984
|
|
|
$
|
4,555
|
|
Less: current portion of product warranty liability
|
(1,683
|
)
|
|
(2,669
|
)
|
||
Non-current portion of product warranty liability
|
$
|
1,301
|
|
|
$
|
1,886
|
|
2020
|
$
|
3,060
|
|
2021
|
2,358
|
|
|
2022
|
1,334
|
|
|
2023
|
701
|
|
|
2024
|
635
|
|
|
Thereafter
|
172
|
|
|
|
$
|
8,260
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
(14,298
|
)
|
|
$
|
10,901
|
|
|
$
|
(9,064
|
)
|
Foreign
|
7,533
|
|
|
6,637
|
|
|
15,759
|
|
|||
Income (loss) before income tax
|
$
|
(6,765
|
)
|
|
$
|
17,538
|
|
|
$
|
6,695
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
||||||
State
|
$
|
(1
|
)
|
|
$
|
9
|
|
|
$
|
—
|
|
Foreign
|
3,130
|
|
|
5,032
|
|
|
5,200
|
|
|||
Current tax expense
|
3,129
|
|
|
5,041
|
|
|
5,200
|
|
|||
|
|
|
|
|
|
||||||
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
4
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
2,986
|
|
|
(1,441
|
)
|
|
(342
|
)
|
|||
Deferred tax expense (benefit)
|
2,990
|
|
|
(1,441
|
)
|
|
(342
|
)
|
|||
Income tax expense
|
$
|
6,119
|
|
|
$
|
3,600
|
|
|
$
|
4,858
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Tax computed at federal statutory rate
|
$
|
(1,347
|
)
|
|
$
|
3,683
|
|
|
$
|
2,276
|
|
State tax, net of federal tax benefit
|
(133
|
)
|
|
27
|
|
|
(102
|
)
|
|||
Permanent items
|
(1,493
|
)
|
|
545
|
|
|
1,078
|
|
|||
Stock compensation
|
(1,241
|
)
|
|
(497
|
)
|
|
—
|
|
|||
Foreign dividends and unremitted earnings
|
(352
|
)
|
|
159
|
|
|
796
|
|
|||
Foreign rate differential
|
(308
|
)
|
|
(347
|
)
|
|
(1,897
|
)
|
|||
Rate change due to tax reform
|
125
|
|
|
2,819
|
|
|
17,176
|
|
|||
Federal credits
|
(611
|
)
|
|
(619
|
)
|
|
(302
|
)
|
|||
Tax contingencies, net of reversals
|
1,888
|
|
|
2,140
|
|
|
592
|
|
|||
Other
|
(351
|
)
|
|
(1,040
|
)
|
|
109
|
|
|||
Valuation allowance
|
9,942
|
|
|
(3,270
|
)
|
|
(14,868
|
)
|
|||
Income tax expense
|
$
|
6,119
|
|
|
$
|
3,600
|
|
|
$
|
4,858
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Net operating loss carryforwards
|
$
|
23,114
|
|
|
$
|
16,407
|
|
|
$
|
21,626
|
|
Research and alternative minimum tax credits
|
5,022
|
|
|
4,501
|
|
|
3,635
|
|
|||
Accrued expenses and other
|
3,671
|
|
|
2,806
|
|
|
1,891
|
|
|||
Inventory
|
3,456
|
|
|
4,248
|
|
|
2,280
|
|
|||
Property and equipment
|
887
|
|
|
1,334
|
|
|
1,644
|
|
|||
Total gross deferred tax assets
|
36,150
|
|
|
29,296
|
|
|
31,076
|
|
|||
Less valuation allowance
|
(35,545
|
)
|
|
(25,603
|
)
|
|
(28,873
|
)
|
|||
Total deferred tax assets
|
605
|
|
|
3,693
|
|
|
2,203
|
|
|||
Deferred tax liabilities
|
|
|
|
|
|
||||||
Intangible assets
|
(537
|
)
|
|
(579
|
)
|
|
(396
|
)
|
|||
Total deferred tax liabilities
|
(537
|
)
|
|
(579
|
)
|
|
(396
|
)
|
|||
Net deferred tax assets
|
$
|
68
|
|
|
$
|
3,114
|
|
|
$
|
1,807
|
|
Balance at December 31, 2016
|
$
|
2,050
|
|
Additions based on tax positions related to the current year
|
365
|
|
|
Additions for tax positions of prior years
|
99
|
|
|
Other
|
3
|
|
|
Balance at December 31, 2017
|
$
|
2,517
|
|
Additions based on tax positions related to the current year
|
3,398
|
|
|
Additions for tax positions of prior years
|
92
|
|
|
Reductions for tax positions of prior years
|
(49
|
)
|
|
Reductions as a result of a lapse of applicable statute of limitations
|
(5
|
)
|
|
Other
|
(66
|
)
|
|
Balance at December 31, 2018
|
$
|
5,887
|
|
Additions based on tax positions related to the current year
|
2,925
|
|
|
Additions for tax positions of prior years
|
2
|
|
|
Reductions as a result of a lapse of applicable statute of limitations
|
(22
|
)
|
|
Other
|
(52
|
)
|
|
Balance at December 31, 2019
|
$
|
8,740
|
|
|
|
|
Number of Restricted Stock Awards
|
|
Weighted-Average Grant Date Fair Value
|
|||
RSAs at December 31, 2018
|
|
115
|
|
|
$
|
37.15
|
|
|
|
Awards granted
|
|
403
|
|
|
18.17
|
|
|
|
Awards vested
|
|
(11
|
)
|
|
37.15
|
|
|
|
Awards forfeited and modified
|
|
(48
|
)
|
|
37.15
|
|
|
RSAs at December 31, 2019
|
|
459
|
|
|
$
|
20.49
|
|
|
|
|
Number of Restricted Stock Units
|
|
Weighted-Average Grant Date Fair Value
|
|||
RSUs at December 31, 2018
|
|
557
|
|
|
$
|
30.31
|
|
|
|
Awards granted
|
|
2,107
|
|
|
17.86
|
|
|
|
Awards vested
|
|
(117
|
)
|
|
26.94
|
|
|
|
Awards forfeited & modified
|
|
(140
|
)
|
|
32.19
|
|
|
RSUs at December 31, 2019
|
|
2,407
|
|
|
$
|
19.47
|
|
|
Number of Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (Years)
|
|
Aggregate Intrinsic Value
|
|
Outstanding, December 31, 2018
|
5,171
|
|
|
$1.60
|
|
7.2
|
|
$83,700
|
Options exercised
|
(867
|
)
|
|
$1.80
|
|
|
|
|
Options canceled
|
(65
|
)
|
|
$2.52
|
|
|
|
|
Outstanding, December 31, 2019
|
4,239
|
|
|
$1.54
|
|
6.1
|
|
$79,443
|
Options exercisable at December 31, 2019
|
3,047
|
|
|
$1.03
|
|
5.7
|
|
$58,654
|
Options vested as of December 31, 2019 and expected to vest after December 31, 2019
|
4,239
|
|
|
$1.54
|
|
6.1
|
|
$79,443
|
|
Year Ended
December 31, |
||
|
2019
|
||
Shares issued
|
83
|
|
|
Weighted average per share purchase price
|
$
|
17.72
|
|
Weighted average per share discount from the fair value of our common stock on date of issuance
|
$
|
3.13
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of revenues
|
|
$
|
1,201
|
|
|
$
|
456
|
|
|
$
|
46
|
|
Research and development
|
|
3,299
|
|
|
1,293
|
|
|
66
|
|
|||
Sales, general and administrative
|
|
5,230
|
|
|
3,056
|
|
|
257
|
|
|||
|
|
$
|
9,730
|
|
|
$
|
4,805
|
|
|
$
|
369
|
|
2020
|
$
|
17,427
|
|
2021
|
14,800
|
|
|
2022
|
11,076
|
|
|
2023
|
5,719
|
|
|
|
$
|
49,022
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
401(k) match
|
|
$
|
668
|
|
|
$
|
606
|
|
|
$
|
462
|
|
|
Laser Products
|
|
Advanced Development
|
|
Corporate and Other
|
|
Totals
|
||||||||
Revenue
|
$
|
174,059
|
|
|
$
|
2,560
|
|
|
$
|
—
|
|
|
$
|
176,619
|
|
Gross profit
|
$
|
53,247
|
|
|
$
|
293
|
|
|
$
|
(1,201
|
)
|
|
$
|
52,339
|
|
Gross margin
|
30.6
|
%
|
|
11.4
|
%
|
|
NM
|
|
|
29.6
|
%
|
||||
Operating income (loss)
|
$
|
(768
|
)
|
|
$
|
186
|
|
|
$
|
(9,326
|
)
|
|
$
|
(9,909
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(12,884
|
)
|
|
$
|
13,938
|
|
|
$
|
1,837
|
|
Participating securities:
|
|
|
|
|
|
|
||||||
Income allocated to participating securities
|
|
—
|
|
|
(4,415
|
)
|
|
(1,837
|
)
|
|||
Net income (loss) attributable to common stockholders
|
|
(12,884
|
)
|
|
9,523
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted-average shares, basic
|
|
37,119
|
|
|
24,862
|
|
|
2,735
|
|
|||
Dilutive effect of restricted stock units and awards
|
|
—
|
|
|
11
|
|
|
—
|
|
|||
Dilutive effect of common stock options
|
|
—
|
|
|
5,086
|
|
|
—
|
|
|||
Weighted-average common shares outstanding, diluted
|
|
37,119
|
|
|
29,959
|
|
|
2,735
|
|
|||
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.35
|
)
|
|
$
|
0.38
|
|
|
$
|
0.00
|
|
Diluted
|
|
$
|
(0.35
|
)
|
|
$
|
0.32
|
|
|
$
|
0.00
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Convertible preferred stock
|
|
—
|
|
|
—
|
|
|
23,095
|
|
Preferred stock warrants
|
|
—
|
|
|
—
|
|
|
214
|
|
Restricted stock units and awards
|
|
2,426
|
|
|
622
|
|
|
—
|
|
Common stock options
|
|
4,239
|
|
|
—
|
|
|
5,369
|
|
Total
|
|
6,665
|
|
|
622
|
|
|
28,678
|
|
|
Year Ended December 31, 2019
|
|
|
||||||||||||||||
|
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Full Year
|
||||||||||
Revenues
|
$
|
42,896
|
|
|
$
|
43,814
|
|
|
$
|
48,048
|
|
|
$
|
41,861
|
|
|
$
|
176,619
|
|
Gross profit
|
9,992
|
|
|
12,962
|
|
|
15,871
|
|
|
13,514
|
|
|
52,339
|
|
|||||
Net loss attributable to common stockholders
|
(10,716
|
)
|
|
(778
|
)
|
|
(155
|
)
|
|
(1,235
|
)
|
|
(12,884
|
)
|
|||||
Net loss per share, basic
|
$
|
(0.29
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.35
|
)
|
Net loss per share, diluted
|
$
|
(0.29
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.35
|
)
|
|
Year Ended December 31, 2018
|
|
|
||||||||||||||||
|
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Full Year
|
||||||||||
Revenues
|
$
|
46,162
|
|
|
$
|
51,025
|
|
|
$
|
51,705
|
|
|
$
|
42,467
|
|
|
$
|
191,359
|
|
Gross profit
|
16,506
|
|
|
18,047
|
|
|
17,679
|
|
|
14,729
|
|
|
66,961
|
|
|||||
Net income attributable to common stockholders
|
2,360
|
|
|
4,009
|
|
|
3,154
|
|
|
—
|
|
|
9,523
|
|
|||||
Net income per share, basic
|
$
|
0.06
|
|
|
$
|
0.11
|
|
|
$
|
0.13
|
|
|
$
|
0.00
|
|
|
$
|
0.38
|
|
Net income per share, diluted
|
$
|
0.06
|
|
|
$
|
0.10
|
|
|
$
|
0.11
|
|
|
$
|
0.00
|
|
|
$
|
0.32
|
|
Exhibit
Number
|
|
Incorporated by Reference
|
Filed
Herewith
|
|||
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
||
3.1
|
10-Q
|
001-38462
|
3.1
|
May 25, 2018
|
|
|
3.2
|
10-Q
|
001-38462
|
3.2
|
May 25, 2018
|
|
|
3.3
|
8-K
|
001-38462
|
3.1
|
February 3, 2020
|
|
|
4.1
|
S-1/A
|
333-224055
|
4.1
|
April 16, 2018
|
|
|
4.2
|
S-1
|
333-224055
|
4.2
|
March 30, 2018
|
|
|
4.3
|
|
|
|
|
X
|
|
10.1
|
S-1/A
|
333-224055
|
10.1
|
April 16, 2018
|
|
|
10.2+
|
S-1
|
333-224055
|
10.2
|
March 30, 2018
|
|
|
10.3+
|
S-1/A
|
333-224055
|
10.3
|
April 16, 2018
|
|
|
10.4+
|
S-1/A
|
333-224055
|
10.4
|
April 16, 2018
|
|
|
10.5+
|
8-K
|
001-38462
|
10.1
|
June 4, 2018
|
|
|
10.6+
|
8-K
|
001-38462
|
10.2
|
June 4, 2018
|
|
|
10.7+
|
8-K
|
001-38462
|
10.3
|
June 4, 2018
|
|
|
10.8+
|
S-1
|
333-224055
|
10.5
|
March 30, 2018
|
|
|
10.9+
|
S-1
|
333-224055
|
10.6
|
March 30, 2018
|
|
|
10.10+
|
S-1
|
333-224055
|
10.7
|
March 30, 2018
|
|
|
10.11+
|
S-1
|
333-224055
|
10.8
|
March 30, 2018
|
|
|
10.12
|
S-1
|
333-224055
|
10.10
|
March 30, 2018
|
|
Exhibit
Number
|
|
Incorporated by Reference
|
Filed
Herewith
|
|||
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
||
10.13
|
10-Q
|
001-38462
|
10.1
|
August 10, 2018
|
|
|
10.14
|
8-K
|
001-38462
|
10.1
|
September 27, 2018
|
|
|
10.15
|
8-K
|
001-38462
|
10.1
|
November 14, 2019
|
|
|
10.16
|
S-1
|
333-224055
|
10.11
|
March 30, 2018
|
|
|
10.17
|
S-1
|
333-224055
|
10.12
|
March 30, 2018
|
|
|
10.18
|
8-K
|
001-38462
|
10.1
|
May 11, 2018
|
|
|
10.19
|
S-1
|
333-224055
|
10.13
|
March 30, 2018
|
|
|
10.20
|
S-1
|
333-224055
|
10.14
|
March 30, 2018
|
|
|
10.21
|
|
|
|
|
X
|
|
21.1
|
|
|
|
|
X
|
|
23.1
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
X
|
|
32.1*
|
|
|
|
|
X
|
|
101.INS
|
XBRL Instance Document.
|
|
|
|
|
X
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
X
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
*
|
The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
|
|
|
NLIGHT, INC.
|
|
|
|
Date: March 9, 2020
|
By:
|
/s/ SCOTT KEENEY
|
|
|
Scott Keeney
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
Date: March 9, 2020
|
By:
|
/s/ RAN BAREKET
|
|
|
Ran Bareket
|
|
|
Chief Financial Officer
(Principal Accounting and Financial Officer) |
Signature
|
Title
|
Date
|
|
|
|
/s/ SCOTT KEENEY
|
President, Chief Executive Officer and Chairman (Principal Executive Officer)
|
|
Scott Keeney
|
March 9, 2020
|
|
|
|
|
/s/ RAN BAREKET
|
Chief Financial Officer (Principal Accounting and Financial Officer)
|
|
Ran Bareket
|
March 9, 2020
|
|
|
|
|
/s/ BANDEL CARANO
|
Director
|
|
Bandel Carano
|
March 9, 2020
|
|
|
|
|
/s/ DOUGLAS CARLISLE
|
Director
|
|
Douglas Carlisle
|
March 9, 2020
|
|
|
|
|
/s/ BILL GOSSMAN
|
Director
|
|
Bill Gossman
|
March 9, 2020
|
|
|
|
|
/s/ RAYMOND LINK
|
Director
|
|
Raymond Link
|
March 9, 2020
|
|
|
|
|
/s/ GARY LOCKE
|
Director
|
|
Gary Locke
|
March 9, 2020
|
|
|
|
|
/s/ GEOFFREY MOORE
|
Director
|
|
Geoffrey Moore
|
March 9, 2020
|
•
|
prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
|
•
|
any merger or consolidation involving the corporation and the interested stockholder;
|
•
|
any sale, lease, exchange, mortgage, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
|
•
|
subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
|
•
|
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; and
|
•
|
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
|
•
|
the transaction or acquisition of shares is approved by a majority of the members of the target corporation’s board of directors prior to the time of acquisition; or
|
•
|
at or subsequent to the acquisition of shares, the transaction is approved by a majority of the members of the target corporation’s board of directors and approved at an annual or special
|
•
|
meeting of the stockholders, by the affirmative vote of at least 662/3% of the outstanding voting shares, except shares beneficially owned by or under the voting control of the acquiring person.
|
•
|
any merger or consolidation with, disposition of assets to, or issuance or redemption of stock to or from, the acquiring person;
|
•
|
any termination of 5% or more of the employees of the target corporation employed in Washington State as a result of the acquiring person’s acquisition of 10% or more of the shares; and
|
•
|
allowing the acquiring person to receive any disproportionate benefit as a stockholder.
|
•
|
permits our board of directors to issue up to 5,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change in our control;
|
•
|
provides that the authorized number of directors may be changed only by resolution of the board of directors, subject to the rights of any holders of preferred stock;
|
•
|
provides that all vacancies on our board of directors may only be filled by our board of directors and not by our stockholders;
|
•
|
divides our board of directors into three classes, each of which stands for election once every three years;
|
•
|
provides that a director may only be removed from the board of directors by the stockholders for cause;
|
•
|
requires that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent;
|
•
|
provides that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also meet specific requirements as to the form and content of a stockholder’s notice;
|
•
|
not provide for cumulative voting rights (therefore allowing the holders of a plurality of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);
|
•
|
provides that special meetings of our stockholders may be called only by the board of directors, the chairman of the board of directors, our chief executive officer or president (in the absence of a chief executive officer);
|
•
|
provides that stockholders will be permitted to amend certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws only upon receiving at least two-thirds of the votes entitled to be cast by holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class; and
|
•
|
provides that, unless we otherwise consent in writing, a state or federal court located within the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against the company arising pursuant to any provision of the Delaware General Corporation Law, or our amended and restated certificate of incorporation and amended and restated bylaws, or (iv) any action asserting a claim against us governed by the internal affairs doctrine.
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation
|
nLIGHT Oy
|
|
Finland
|
nLIGHT Cayman Ltd.
|
|
Cayman Islands, B.W.I.
|
nLIGHT Laser Technology (Shanghai) Co., Ltd.*
|
|
People’s Republic of China
|
Nutronics, Inc.
|
|
State of Nevada, United States
|
1.
|
I have reviewed this Annual Report on Form 10-K of nLIGHT, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date: March 9, 2020
|
|
/s/ SCOTT KEENEY
|
Scott Keeney
|
President, Chief Executive Officer and Chairman (Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of nLIGHT, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date: March 9, 2020
|
|
/s/ RAN BAREKET
|
Ran Bareket
|
Chief Financial Officer (Principal Accounting and Financial Officer)
|
1.
|
the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ SCOTT KEENEY
|
|
Scott Keeney
|
|
President, Chief Executive Officer and Chairman (Principal Executive Officer)
|
|
/s/ RAN BAREKET
|
|
Ran Bareket
|
|
Chief Financial Officer (Principal Accounting and Financial Officer)
|