00011247962/22/2024false00011247962024-02-222024-02-22


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): February 22, 2024
________________________________________________________
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)
4637 NW 18th Avenue
Camas, Washington
98607
(Address of principal executive offices)(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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                     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 February 22, 2024, nLIGHT, Inc. (the "Company") announced its financial results for the three and twelve months ended December 31, 2023. 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.

The information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) 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 9.01.    Financial Statements and Exhibits

(d)    Exhibits
Exhibit No.Description
Earnings Release issued by nLIGHT, Inc. on February 22, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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:February 22, 2024
By:/s/ JOSEPH CORSO
Joseph Corso
Chief Financial Officer



nlightlogoa15a.jpg
Exhibit 99.1

nLIGHT, Inc. Announces Fourth Quarter and Full Year 2023 Results
Revenues of $209.9 million for the full year 2023
Revenues of $51.9 million for the fourth quarter of 2023

CAMAS, Wash., February 22, 2024 - 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 fourth quarter and full year 2023.

“Driven by strong execution in aerospace & defense, fourth quarter revenue of $51.9 million was above the top end of our guidance range and we ended the year with a 34% year-over-year increase in backlog,” commented Scott Keeney, nLIGHT’s President and Chief Executive Officer.

Mr. Keeney continued, “2023 was a transformative year for nLIGHT. We were awarded multiple large directed energy contracts, secured new commercial design wins, substantially completed the transition of our manufacturing base, and prudently managed operating expenses and working capital.”

“Our full year 2023 financial results reflect the operational improvements we implemented during the year. Products gross margins increased 250 basis points year-over-year on lower revenue levels, and we increased cash, cash equivalents and investments by approximately $5 million to approximately $113 million. We believe our strategic initiatives coupled with operational improvement position us well for long-term profitable growth.”

Full Year 2023 Financial Highlights
Year Ended December 31,
(In thousands, except percentages)20232022% Change
Revenues$209,921 $242,058 (13.3)%
Gross margin22.0 %21.0 %
Loss from operations$(46,766)$(55,102)15.1 %
Operating margin(22.3)%(22.8)%
Net loss$(41,670)$(54,579)23.7 %
Adjusted EBITDA(1)
$(4,093)$(8,754)53.2 %
Adjusted EBITDA, as a percentage of revenues (1.9)%(3.6)%
(1) A reconciliation of the non-GAAP metrics presented here to the most directly comparable GAAP metric has been provided in the tables included at the end of this release.

Revenues of $209.9 million for the full year 2023 were down 13.3% compared to $242.1 million for the full year 2022. Gross margin was 22.0% for the full year 2023 compared to 21.0% for the full year 2022. GAAP net loss for the full year 2023 was $41.7 million, or $0.90 per diluted share, compared to net loss of $54.6 million, or $1.23 per diluted share, for the full year 2022. Non-GAAP net loss for the full year 2023 was $13.6 million, or $0.30 per diluted share, compared to non-GAAP net loss of $22.3 million, or $0.50 per diluted share, for the full year 2022. Reconciliations of the non-GAAP metrics presented here to the most directly comparable GAAP metric have been provided in the tables included at the end of this release.



Fourth Quarter 2023 Financial Highlights
Three Months Ended December 31,
(In thousands, except percentages)20232022% Change
Revenues$51,892 $56,679 (8.4)%
Gross margin18.9 %10.2 %
Loss from operations$(14,342)$(23,495)39.0 %
Operating margin(27.6)%(41.5)%
Net loss$(13,238)$(22,659)41.6 %
Adjusted EBITDA(1)
$(3,297)$(9,502)65.3 %
Adjusted EBITDA, as a percentage of revenues (6.4)%(16.8)%
(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 $51.9 million for the fourth quarter of 2023 were down 8.4% compared to $56.7 million for the fourth quarter of 2022. Gross margin was 18.9% for the fourth quarter of 2023 compared to 10.2% for the fourth quarter of 2022. GAAP net loss for the fourth quarter of 2023 was $13.2 million, or $0.28 per diluted share, compared to GAAP net loss of $22.7 million or $0.50 per diluted share, for the fourth quarter of 2022. Non-GAAP net loss for the fourth quarter of 2023 was $6.0 million, or $0.13 per diluted share, compared to non-GAAP net loss of $12.3 million, or $0.27 per diluted share, for the fourth quarter of 2022. Reconciliations of the non-GAAP metrics presented here to the most directly comparable GAAP metrics have been provided in the tables included at the end of this release.

Outlook
For the first quarter of 2024, nLIGHT expects revenues to be in the range of $42 million to $46 million. The midpoint of $44 million includes Laser Products revenue of approximately $31 million and Advanced Development revenue of approximately $13 million. nLIGHT expects overall gross margin to be in the range of 15% to 20%, with Laser Products gross margin in the range of 20% to 25% and Advanced Development gross margin of approximately 7%. nLIGHT expects Adjusted EBITDA to be in the range of ($7) million to ($5) million.

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.

Investor Conference Call at 2:00 p.m. Pacific Time, Thursday, February 22, 2024

Parties interested in listening to nLIGHT’s quarterly conference call may do so by dialing 1-844-282-4705 (U.S., toll-free) or +1-412-317-5625 (international and toll), with the conference title: nLIGHT Fourth Quarter 2023 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 metrics presented herein are specific to us and may not be comparable to similar metrics disclosed by other companies because of differing methods used by other companies in calculating them.

We define Adjusted EBITDA as net income (loss) adjusted for income tax expense (benefit), other non-operating income or expense, interest income or expense, depreciation and amortization, stock-based compensation,


acquisition and integration-related costs, and other non-recurring 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 non-recurring 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 the weighted-average number of shares outstanding during the respective period plus the dilutive effect of any common stock equivalents during the period in the case of non-GAAP net income (loss) per share, diluted.

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

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, 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 business strategy and ability to profitably grow our business, 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 our ability to compete successfully in the markets for our products; changes in the markets we serve or in the global economy; our ability to increase our volumes and decrease our costs to offset potential declines in the average selling prices of our products; rapid technological changes in the markets that we participate in; our ability to develop and maintain products that can achieve market acceptance; our ability to generate sufficient revenues to achieve or maintain profitability in the future; our high levels of fixed costs and inventory and their effect on our gross profits and results of operations if demand for our products declines or we maintain excess inventory levels; our ability to manage growth and spending during economic downturns; our manufacturing capacity and operations and their suitability for future levels of demand; our reliance on third parties to manufacture certain of our products and product components; our reliance on a small number of customers for a significant portion of our revenues; our ability to manage risks associated with international customers and operations; the effect of government export and import controls on our ability to compete in international markets; our ability to protect our proprietary technology and intellectual property rights; fluctuations in our quarterly results of operations and other operating measures; and the effect on our business of claims, lawsuits, government investigations, other legal or regulatory proceedings, or commercial or contractual disputes that we are or may become involved in. 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 Camas, Washington, nLIGHT employs over 1,100 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
Chief Financial Officer
nLIGHT, Inc.
(360) 566-4460
joe.corso@nlight.net



nLIGHT, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended December 31,Year Ended December 31,
2023202220232022
Revenue:
Products$37,864 $45,375 $156,666 $192,658 
Development14,028 11,304 53,255 49,400 
Total revenue51,892 56,679 209,921 242,058 
Cost of revenue:
Products29,368 40,471 114,181 145,272 
Development12,720 10,425 49,627 45,965 
Total cost of revenue(1)
42,088 50,896 163,808 191,237 
Gross profit9,804 5,783 46,113 50,821 
Operating expenses:
Research and development(1)
12,114 13,558 46,163 53,773 
Sales, general, and administrative(1)
11,215 11,828 45,899 48,258 
Restructuring817 3,892 817 3,892 
Total operating expenses24,146 29,278 92,879 105,923 
Loss from operations(14,342)(23,495)(46,766)(55,102)
Other income (expense):
Interest income (expense), net352 291 1,342 529 
Other income, net779 446 2,776 338 
Loss before income taxes(13,211)(22,758)(42,648)(54,235)
Income tax expense (benefit)27 (99)(978)344 
Net loss$(13,238)$(22,659)$(41,670)$(54,579)
Net loss per share, basic $(0.28)$(0.50)$(0.90)$(1.23)
Net loss per share, diluted$(0.28)$(0.50)$(0.90)$(1.23)
Shares used in per share calculations:
Basic46,735 45,039 46,078 44,436 
Diluted46,735 45,039 46,078 44,436 
(1)Includes stock-based compensation as follows:
Three Months Ended December 31,Year Ended December 31,
2023202220232022
Cost of revenues$535 $572 $2,406 $2,677 
Research and development2,329 2,267 9,866 11,675 
Sales, general, and administrative3,323 3,190 13,560 12,405 
$6,187 $6,029 $25,832 $26,757 




nLIGHT, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
As of
December 31, 2023December 31, 2022
Assets
Current assets:
     Cash and cash equivalents$53,210 $57,826 
     Marketable Securities59,672 50,391 
     Accounts receivable, net39,585 37,913 
     Inventory52,160 67,600 
     Prepaid expenses and other current assets15,927 17,026 
          Total current assets220,554 230,756 
Restricted cash256 252 
Lease right-of-use assets12,616 13,893 
Property, plant and equipment, net52,300 60,693 
Intangible assets, net1,652 4,041 
Goodwill12,399 12,376 
Other assets, net7,026 7,222 
          Total assets$306,803 $329,233 
Liabilities and Stockholders’ Equity
Current liabilities:
     Accounts payable$12,166 $17,507 
     Accrued liabilities12,556 12,820 
     Deferred revenue4,849 1,407 
     Current portion of lease liabilities3,181 2,758 
          Total current liabilities32,752 34,492 
Non-current income taxes payable5,391 6,699 
Long-term lease liabilities10,978 12,852 
Other long-term liabilities3,263 4,345 
     Total liabilities52,384 58,388 
Stockholders' equity:
     Common stock - par value16 16 
     Additional paid-in capital521,184 496,211 
     Accumulated other comprehensive loss(2,477)(2,748)
     Accumulated deficit(264,304)(222,634)
          Total stockholders’ equity254,419 270,845 
          Total liabilities and stockholders’ equity$306,803 $329,233 












nLIGHT, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Year Ended December 31,
20232022
Cash flows from operating activities:
Net loss$(41,670)$(54,579)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation12,401 11,085 
Amortization3,629 4,614 
Reduction in carrying amount of right-of-use assets1,269 3,000 
Provision for losses on accounts receivable27 4 
Stock-based compensation25,832 26,757 
Deferred income taxes7 4 
Loss on disposal of assets542 51 
Non-cash restructuring charges— 2,758 
Changes in operating assets and liabilities:
Accounts receivable, net(1,677)2,757 
Inventory14,890 4,623 
Prepaid expenses and other current assets1,109 (1,753)
Other assets, net(1,156)(5,219)
Accounts payable(4,503)(5,904)
Accrued and other long-term liabilities(1,336)(577)
Deferred revenues3,432 (208)
Lease liabilities(1,449)(1,942)
Non-current income taxes payable(1,256)(13)
Net cash provided by (used in) operating activities10,091 (14,542)
Cash flows from investing activities:
Acquisition of business, net of cash acquired— (664)
Purchases of property, plant and equipment(5,339)(21,388)
Acquisition of intangible assets and capitalization of patents— (332)
Purchase of marketable securities(127,907)(99,985)
Proceeds from maturities and sales of marketable securities119,146 49,988 
Net cash used in investing activities(14,100)(72,381)
Cash flows from financing activities:
Proceeds from employee stock plan purchases2,469 2,358 
Proceeds from stock option exercises640 1,197 
Tax payments related to stock award issuances(3,968)(4,861)
Net cash used in financing activities(859)(1,306)
Effect of exchange rate changes on cash256 (477)
Net decrease in cash, cash equivalents and restricted cash(4,612)(88,706)
Cash, cash equivalents and restricted cash, beginning of period58,078 146,784 
Cash, cash equivalents and restricted cash, end of period$53,466 $58,078 
Supplemental disclosures:
Cash paid for interest, net$40 $— 
Cash paid for income taxes256 442 
Operating cash outflows from operating leases3,850 3,925 
Right-of-use assets obtained in exchange for lease liabilities1,716 1,349 
Accrued purchases of property, equipment and patents745 207 






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 December 31,Year Ended December 31,
2023202220232022
Net loss$(13,238)$(22,659)$(41,670)$(54,579)
Income tax expense (benefit)27 (99)(978)344 
Other income, net(779)(446)(2,776)(338)
Interest income, net(352)(291)(1,342)(529)
Depreciation and amortization4,041 4,072 16,024 15,699 
Stock-based compensation6,187 6,029 25,832 26,757 
Restructuring charges817 3,892 817 3,892 
Adjusted EBITDA$(3,297)$(9,502)$(4,093)$(8,754)


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

Three Months Ended December 31,Year Ended December 31,
2023202220232022
Net loss$(13,238)$(22,659)$(41,670)$(54,579)
Add back:
Stock-based compensation(1)
6,187 6,029 25,832 26,757 
Amortization of purchased intangibles(1)
264 435 1,415 1,674 
Restructuring charges817 3,892 817 3,892 
Non-GAAP net loss(5,970)(12,303)(13,606)(22,256)
GAAP weighted-average shares outstanding46,735 45,039 46,078 44,436 
Participating securities— — — — 
Non-GAAP weighted-average number of shares, basic46,735 45,039 46,078 44,436 
Dilutive effect of common stock equivalents— — — — 
Non-GAAP weighted-average number of shares, diluted46,735 45,039 46,078 44,436 
Non-GAAP net loss per share, basic$(0.13)$(0.27)$(0.30)$(0.50)
Non-GAAP net loss per share, diluted$(0.13)$(0.27)$(0.30)$(0.50)
(1) There is no income tax effect related to the stock-based compensation and amortization of purchased intangibles adjustments due to the full valuation allowance in the United States.


v3.24.0.1
Cover Page
Feb. 22, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 22, 2024
Entity Registrant Name NLIGHT, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38462
Entity Tax Identification Number 91-2066376
Entity Address, Address Line One 4637 NW 18th Avenue
Entity Address, City or Town Camas
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98607
City Area Code 360
Local Phone Number 566-4460
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol LASR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001124796
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